FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于上海丽人丽妆化妆品股份有限公司 2025 年第一次临时股东会之法律意见书 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法律 执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席上海丽人丽 妆化妆品股份有限公司（以下简称"丽人丽妆"或"公司"）2025 年第一次临时股东 会（以下简称"本次股东会"），并就本次股东会的召集和召开程序、参与表决和 召集会议人员的资格、表决程序和表决结果等有关事宜出具本法律意见书。 本法律意见书依据《中华人民共和国公司法》《中华人民 ...

Core Viewpoint - The stock of Liren Lizhuang has shown a mixed performance in recent trading sessions, with a year-to-date increase of 16.11% and a recent uptick of 2.04% on November 5, 2023, indicating fluctuating investor sentiment and market dynamics [1]. Group 1: Stock Performance - As of November 5, 2023, Liren Lizhuang's stock price reached 10.02 CNY per share, with a trading volume of 1.29 billion CNY and a turnover rate of 3.27%, resulting in a total market capitalization of 40.13 billion CNY [1]. - The stock has experienced a 6.37% increase over the last five trading days, a 0.30% decrease over the last 20 days, and a 1.73% increase over the last 60 days [1]. - The company has appeared on the "Dragon and Tiger List" eight times this year, with the most recent appearance on July 10, 2023, where it recorded a net buy of -115 million CNY [1]. Group 2: Financial Performance - For the period from January to September 2025, Liren Lizhuang reported a revenue of 1.177 billion CNY, reflecting a year-on-year decrease of 4.09%, and a net profit attributable to shareholders of -36.49 million CNY, down 31.28% year-on-year [2]. - Since its A-share listing, the company has distributed a total of 179 million CNY in dividends, with cumulative distributions of 22.43 million CNY over the past three years [2]. Group 3: Company Overview - Liren Lizhuang, established on May 27, 2010, and listed on September 29, 2020, is located in Xuhui District, Shanghai, and primarily engages in e-commerce retail and brand marketing operations [1]. - The company's revenue composition is heavily weighted towards beauty and personal care products, accounting for 95.06% of total revenue, while other categories contribute 4.94% [1]. - The company operates within the Shenyin Wanguo industry classification of commercial retail, specifically in the internet e-commerce sector, and is associated with concepts such as Pinduoduo, online marketing, Douyin stores, and e-commerce [2].

Market Performance - The internet e-commerce sector rose by 0.53% on November 3, with Guolian Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3976.52, up 0.55%, while the Shenzhen Component Index closed at 13404.06, up 0.19% [1] Stock Performance - Guolian Co., Ltd. (603613) closed at 29.39, with a gain of 3.49% and a trading volume of 159,500 shares, amounting to 467 million yuan [1] - Other notable performers included: - Shitou Co., Ltd. (600539) at 10.93, up 2.15% [1] - ST Tongpu (600365) at 3.36, up 2.13% [1] - Liren Lizhuang (605136) at 9.84, up 2.07% [1] - Jiao Dian Technology (002315) at 48.20, up 1.80% [1] Capital Flow - The internet e-commerce sector experienced a net outflow of 66.54 million yuan from institutional investors and 52.86 million yuan from retail investors, while individual investors saw a net inflow of 119 million yuan [2] - The capital flow for key stocks included: - Guolian Co., Ltd. had a net inflow of 55.05 million yuan from institutional investors [3] - Jiao Dian Technology saw a net inflow of 14.74 million yuan from institutional investors [3] - Star徽股份 (300464) had a net inflow of 12.41 million yuan from institutional investors [3]

Core Viewpoint - The stock of Liren Lizhuang has shown fluctuations with a recent increase of 2.07%, reflecting a total market value of 3.941 billion yuan, while the company faces a decline in revenue and net profit year-on-year [1][2]. Group 1: Stock Performance - As of November 3, Liren Lizhuang's stock price reached 9.84 yuan per share, with a trading volume of 79.0285 million yuan and a turnover rate of 2.02% [1]. - The stock has increased by 14.02% year-to-date, with a recent 5-day increase of 2.18%, a 20-day decrease of 8.89%, and a 60-day increase of 0.61% [1]. - The company has appeared on the trading leaderboard 8 times this year, with the most recent occurrence on July 10, where it recorded a net buy of -115 million yuan [1]. Group 2: Financial Performance - For the period from January to September 2025, Liren Lizhuang reported a revenue of 1.177 billion yuan, a year-on-year decrease of 4.09%, and a net profit attributable to shareholders of -36.4921 million yuan, down 31.28% year-on-year [2]. - Since its A-share listing, the company has distributed a total of 179 million yuan in dividends, with 22.4257 million yuan distributed over the past three years [2]. Group 3: Company Overview - Liren Lizhuang, established on May 27, 2010, and listed on September 29, 2020, is located in Shanghai and primarily engages in e-commerce retail and brand marketing operations [1]. - The company's main business revenue composition is 95.06% from beauty and personal care products and 4.94% from other categories [1]. - The company operates within the Shenyin Wanguo industry classification of commercial retail, specifically in internet e-commerce and e-commerce services, and is associated with concepts such as online marketing and live streaming [2].

Core Insights - The current e-commerce landscape in Shanghai is characterized by a dominant player, Pinduoduo, alongside several strong competitors and a multitude of smaller players, creating a diverse market ecosystem [2][7]. Group 1: Shanghai's E-commerce Growth - Shanghai's e-commerce sector is experiencing explosive growth, with total e-commerce transactions exceeding 3.27 trillion yuan (approximately 0.5 trillion USD) in the first nine months of 2025, marking a year-on-year increase of 12.7% [2]. - The live-streaming retail sales in Shanghai reached 369 billion yuan (approximately 56 billion USD), reflecting a significant year-on-year growth of 23.6% [2]. - Factors contributing to this growth include Shanghai's status as a fashion consumption hub, a robust manufacturing base, a concentration of quality brands, and supportive government policies [2]. Group 2: E-commerce Structure - The e-commerce structure in Shanghai can be summarized as "one super, many strong, and a long tail of diversity," with Pinduoduo as the leading player, followed by strong competitors like Xiaohongshu and Dewu, and a large number of small e-commerce entities [2][7]. - Pinduoduo reported a revenue growth rate of 7% for Q2 2025, with quarterly revenue reaching 104 billion yuan (approximately 15.5 billion USD) [7]. - The presence of numerous small e-commerce businesses enriches the market ecosystem, allowing for specialization in niche markets and regional services [7]. Group 3: Government Support and Policy Initiatives - The Shanghai government has implemented a three-year action plan aimed at fostering high-growth enterprises, targeting the establishment of over 1,000 such companies by 2027 [5]. - The plan includes nurturing 400 potential gazelle companies, 300 gazelle companies, 200 potential unicorns, and 100 unicorns, with a goal of creating at least two unicorns valued over 10 billion USD [5]. - Additional measures to optimize the business environment include enhancing financing accessibility for small and medium enterprises through initiatives like "park instant loans" and supply chain finance [5]. Group 4: Live-streaming E-commerce Development - Shanghai has emerged as a core hub for live-streaming e-commerce, with transaction volumes surpassing 850 billion yuan (approximately 127 billion USD) in Q1 2025, representing a 32% year-on-year increase [15]. - The city accounted for 18.7% of the national total in live-streaming e-commerce, benefiting from its high-end consumption, brand concentration, and digital infrastructure [15]. - Notably, Douyin's local life business segment achieved a GMV of over 120 billion yuan (approximately 18 billion USD) in 2024, showcasing the digital transformation of offline industries [16]. Group 5: Cross-border E-commerce Development - Shanghai's cross-border e-commerce has expanded significantly since the early 2010s, supported by national initiatives like the "Belt and Road" and "Internet Plus" strategies [18]. - The city was one of the first to establish a cross-border e-commerce comprehensive pilot zone in 2016, which has accelerated its growth [18]. - The Shanghai government aims to cultivate 100 cross-border e-commerce brands and establish 10 live-streaming bases by 2025, targeting an annual growth rate of over 20% in cross-border e-commerce import and export volumes [19].

Core Viewpoint - Liren Lizhuang is a leading online cosmetics retailer in China, established in 2010 and listed on the Shanghai Stock Exchange in 2020, with a comprehensive e-commerce service capability [1] Group 1: Business Performance - In Q3 2025, Liren Lizhuang reported revenue of 1.177 billion yuan, ranking 3rd in the industry, with the top competitor, Ru Yuchen, generating 2.138 billion yuan [2] - The main business segment, beauty and personal care products, accounted for 1.643 billion yuan, representing 95.06% of total revenue, while other categories contributed 85.41 million yuan, or 4.94% [2] - The net profit for the same period was -37.48 million yuan, placing the company 8th in the industry, with the leading competitor achieving a net profit of 105 million yuan [2] Group 2: Financial Ratios - As of Q3 2025, Liren Lizhuang's debt-to-asset ratio was 6.00%, down from 7.37% year-on-year and significantly lower than the industry average of 17.59% [3] - The gross profit margin for Q3 2025 was 40.87%, an increase from 36.33% year-on-year, and higher than the industry average of 33.86% [3] Group 3: Executive Compensation - The chairman, Huang Mei, received a salary of 2.4936 million yuan in 2024, an increase of 239,000 yuan from 2023 [4] - The general manager, Ye Mao, earned 2.6375 million yuan in 2024, which is an increase of 404,600 yuan from the previous year [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 5.39% to 44,200, while the average number of circulating A-shares held per account decreased by 5.12% to 9,052.16 [5]

2025 年第一次临时股东会会议资料 上海丽人丽妆化妆品股份有限公司 2025 年第一次临时股东会 会议材料 2025 年 11 月 5 日 1 / 18 2025 年第一次临时股东会会议资料 上海丽人丽妆化妆品股份有限公司 2025 年第一次临时股东会 会议议程 会议主要议程 一、董事长宣布会议开始，报告出席现场会议的股东人数、代表股份总数， 并宣读《会议须知》。 二、审议、听取以下议案： | 1、审议《关于修订<公司章程>并办理工商备案的议案》……………………报告人：杜红谱 | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2、审议《关于修订<累积投票制度实施细则>的议案》………………………报告人：杜红谱 | | | | | | | | | | | | ...

证券代码：605136 证券简称：丽人丽妆 公告编号：2025-055 上海丽人丽妆化妆品股份有限公司 关于 2025 年前三季度计提资产减值准备的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假 记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性 和完整性承担法律责任。 为真实、准确地反映上海丽人丽妆化妆品股份有限公司（以 下简称"公司"）资产状况和经营成果，根据《企业会计准则》 和公司会计政策相关规定，基于谨慎性原则，公司对截至 2025 年 9 月 30 日合并报表范围内可能存在减值迹象的资产实施了减 值测试，前三季度计提资产减值准备的具体情况如下： 具体明细如下： －1－ 二、本次计提资产减值准备的确认标准及计提办法 1、金融资产减值（应收账款、其他应收款）计提说明： 本公司对于以摊余成本计量的金融资产、以公允价值计量且 其变动计入其他综合收益的债务工具投资和财务担保合同等，以 预期信用损失为基础确认损失准备。 本公司考虑有关过去事项、当前状况以及对未来经济状况的 预测等合理且有依据的信息，以发生违约的风险为权重，计算合 同应收的现金流量与预期能收到的现金流量之间差额的现值的 －2－ 单 ...

重要内容提示： －1－ 会议召开时间：2025 年 11 月 19 日（星期三）中午 11:00-12:00 会议召开地点：上证所信息网络有限公司上证路演中心平 台（http://roadshow.sseinfo.com/，以下简称"上证路 演中心"） 会议召开方式：上证路演中心网络文字互动 投资者可以在 2025 年 11 月 18 日（星期二）下午 16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或 通过上海丽人丽妆化妆品股份有限公司（以下简称"公 司"）董事会办公室信息披露邮箱（shlrlz@lrlz.com）进 行提问。公司将在说明会上对投资者普遍关注的问题进行 回答。 公司于 2025 年 10 月 30 日在《中国证券报》《上海证券报》 《证券时报》《证券日报》及上海证券交易所网站披露了公司 2025 年三季度报告。为便于广大投资者更全面深入地了解公司 2025 年前三季度的经营成果、财务状况，公司定于 2025 年 11 月 19 日（星期三）11:00-12:00，通过上证路演中心召开"上海丽人 丽妆化妆品股份有限公司 2025 年第三季度业绩说明会"。现将 有关事项公告如下： 一 ...

Financial Performance - The company's operating revenue for Q3 2025 was ¥345,664,992.29, representing a year-on-year increase of 32.55%[4] - The total profit for Q3 2025 was a loss of ¥1,785,561.06, while the net profit attributable to shareholders was a loss of ¥3,732,443.30[4] - Year-to-date revenue as of Q3 2025 was ¥1,176,682,888.68, showing a decline of 4.09% compared to the same period last year[4] - The company experienced a decrease in net profit attributable to shareholders for the year-to-date period, primarily due to a decline in overall operating revenue and increased asset impairment losses[9] - Net profit for the first three quarters of 2025 was a loss of CNY 37,479,740.52, compared to a loss of CNY 29,116,284.23 in 2024, representing a 28.7% increase in losses[19] - Earnings per share for the first three quarters of 2025 was CNY -0.09, compared to CNY -0.07 in the same period of 2024[20] - The company reported a total comprehensive loss of CNY 38,121,312.60 for the first three quarters of 2025, compared to a loss of CNY 30,502,059.20 in 2024[20] Cash Flow - The net cash flow from operating activities for the year-to-date period was a negative ¥12,179,913.08, reflecting a decrease of 103.10%[5] - Cash inflow from operating activities for the first three quarters of 2025 was CNY 1,495,270,455.61, a decrease of 22.5% from CNY 1,928,225,260.17 in 2024[22] - Cash received from sales of goods and services was CNY 1,324,693,130.29, down from CNY 1,429,344,168.04 in the previous year[22] - The net cash flow from operating activities was -$12.18 million, a significant decrease compared to $393.16 million in the previous period[23] - The company reported a total cash outflow from operating activities of $1.51 billion, slightly lower than $1.54 billion in the previous period[23] Assets and Liabilities - The total assets at the end of Q3 2025 were ¥2,594,850,868.54, down 5.61% from the end of the previous year[5] - The equity attributable to shareholders at the end of Q3 2025 was ¥2,447,228,432.65, a decrease of 1.49% from the previous year[5] - As of September 30, 2025, the company's total assets amounted to CNY 2,594,850,868.54, a decrease from CNY 2,748,938,027.69 as of December 31, 2024[14] - The company's cash and cash equivalents decreased to CNY 649,081,257.74 from CNY 833,765,764.39 year-over-year[14] - The total current liabilities decreased significantly to CNY 151,409,506.24 from CNY 261,185,420.31 in the previous year[16] - The company's inventory decreased to CNY 352,367,990.61 from CNY 435,666,051.57 year-over-year[15] - The company's long-term equity investments decreased to CNY 6,796,287.94 from CNY 8,979,311.89 year-over-year[15] - The company's total non-current liabilities decreased to CNY 4,410,593.60 from CNY 10,600,526.09 year-over-year[16] - The company's accounts receivable decreased to CNY 41,703,459.69 from CNY 51,312,892.08 year-over-year[14] - The company reported a significant increase in other receivables, totaling CNY 152,275,088.44 compared to CNY 164,834,832.97 in the previous year[15] Strategic Developments - The company's self-owned brand and general agency business grew rapidly, accounting for nearly 15% of total revenue in the first three quarters of 2025[13] - The company entered into a strategic partnership with ENDOCARE, becoming the brand's general agent in mainland China, responsible for brand promotion and market operations[13] Research and Development - Research and development expenses for the first three quarters of 2025 were CNY 16,574,954.98, slightly down from CNY 17,715,212.00 in 2024[18] Other Income - The company reported non-recurring gains of ¥19,605,893.77 for the current period, with government subsidies contributing ¥23,677,467.71[7] - Other income for the first three quarters of 2025 was CNY 24,620,305.36, an increase from CNY 19,342,129.12 in 2024[18]