西南证券股份有限公司 关于 重庆登康口腔护理用品股份有限公司 收购报告书 之 2024 年度暨 2025 年第一季度持续督导意见 （渝富控股取得机电集团 80%股权） （三）本财务顾问基于诚实信用、勤勉尽责的原则，已按照执业规则规定的 工作程序，旨在就本持续督导期发表意见，发表意见的内容仅限本意见正文所列 内容，除非中国证监会另有要求，并不对与本次收购有关的其他方面发表意见。 （四）本财务顾问没有委托或授权其他任何机构和个人提供未在本意见中列 载的信息和对本意见做任何解释或说明。 财务顾问：西南证券股份有限公司 二〇二五年四月 1 财务顾问声明 本财务顾问接受渝富控股委托，担任渝富控股本次收购的财务顾问。根据《上 市公司收购管理办法》等法律法规的规定，西南证券本着诚实信用、勤勉尽责的 精神，自登康口腔公告收购报告书至本次收购完成后的 12 个月止，对上述事项 履行持续督导职责。 通过日常沟通并结合上市公司《2024 年年度报告》《2025 年第一季度报告》， 本财务顾问出具本持续督导期的持续督导意见如下： （一）本意见所依据的文件、资料及其他相关材料基于的假设前提是上述资 料和意见真实、准确、完整，不存在虚假 ...

（机电集团受托管理轻纺集团） 财务顾问：西南证券股份有限公司 西南证券股份有限公司 关于 重庆登康口腔护理用品股份有限公司 收购报告书 之 2024 年度暨 2025 年第一季度持续督导意见 二〇二五年四月 财务顾问声明 本财务顾问接受机电集团委托，担任机电集团本次收购的财务顾问。根据《上 市公司收购管理办法》等法律法规的规定，西南证券本着诚实信用、勤勉尽责的 精神，自登康口腔公告收购报告书至本次收购完成后的 12 个月止，对上述事项 履行持续督导职责。 通过日常沟通并结合上市公司《2024 年年度报告》《2025 年第一季度报告》， 本财务顾问出具本持续督导期的持续督导意见如下： （一）本意见所依据的文件、资料及其他相关材料基于的假设前提是上述资 料和意见真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏；本财务 顾问未对上述资料和意见作出任何承诺或保证。 （二）本意见不构成对登康口腔的任何投资建议，投资者根据本意见所做出 的任何投资决策而产生的相应风险，本财务顾问不承担任何责任。 （三）本财务顾问基于诚实信用、勤勉尽责的原则，已按照执业规则规定的 工作程序，旨在就本持续督导期发表意见，发表意见的内容仅 ...

2024 年度保荐工作报告 中信建投证券股份有限公司关于 | 保荐人名称：中信建投证券股份有限公司 | 上市公司简称：登康口腔 | | --- | --- | | 保荐代表人姓名：邓必银 | 联系电话：028-68850835 | | 保荐代表人姓名：严延 | 联系电话：010-56051550 | 重庆登康口腔护理用品股份有限公司 一、保荐工作概述 | 公司及股东承诺事项 | | | 是否 履行承诺 | 未履行承诺的原因及解决措施 | | --- | --- | --- | --- | --- | | 1.首次公开发行时所作承诺 | | | 是 | 不适用 | | 2.因重庆市国资委向渝富控股无偿划转其 持有的轻纺集团（公司控股股东）80%股权， 重庆百货与渝富控股构成一致行动人，重 庆百货持有的公司首次公开发行前限售股 自轻纺集团就本次股权无偿划转事项办理 | | | 是 | 不适用 | | 完成工商变更登记之日（即：2024 年 8 月 | | | | | | 6 日）起 年 2 月 6 日） | 18 | 个月后（即：2026 | | | | 解除限售 | | | | | 四、其他事项 | 报告事项 ...

本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 2025年2月26日，重庆登康口腔护理用品股份有限公司（以下简称"公司"）收到 间接控股股东重庆机电控股（集团）公司（以下简称"机电集团"）通知，获悉重庆 渝富控股集团有限公司（以下简称"渝富控股"）通过增资及国有股权无偿划转的方 式合计取得机电集团80%的股权，机电集团的控股股东将由重庆市国有资产监督管理 委员会（以下简称"重庆市国资委"）变更为渝富控股（以下简称"本次收购"）。 证券代码：001328 证券简称：登康口腔 公告编号：2025-023 重庆登康口腔护理用品股份有限公司 关于控股股东上层股权结构变动完成工商变更登记的公告 特此公告 重庆登康口腔护理用品股份有限公司 董事会 2025年4月29日 - 1 - 本次收购完成后，渝富控股能够通过机电集团间接支配公司59.83%的表决权。因 渝富控股一致行动人重庆百货大楼股份有限公司持有公司1.74%的股份，本次收购完成 后，渝富控股及其一致行动人合计支配公司61.57%的表决权。本次收购不会导致公司 控股股东和实际控制人发生变化，公司的控股股东仍为重庆轻 ...

Core Viewpoint - The company is transitioning from a "small oral care" focus to a "large oral health" strategy, expanding its product and service offerings in the oral health sector, including smart oral care, oral beauty, and oral medical services [2][4]. Company Strategy and Product Development - The company is implementing a multi-brand and multi-category development strategy, with core brands including "Dengkang" and "Cold Acid Spirit," and plans to expand into four major business segments: oral care, oral medical, oral beauty, and oral capital management [3][4]. - In 2024, the company's revenue from oral medical and beauty care products increased by 35.45%, laying a solid foundation for entering the oral health industry [2]. Financial Performance - In 2024, the company achieved a revenue of 1.56 billion yuan, a year-on-year increase of 13.40%, and a net profit of 161 million yuan, up 14.07% [10]. - The company's gross profit margin for 2024 was 32%, an increase of 25 percentage points year-on-year, driven by product structure optimization, rapid online channel expansion, and improved production efficiency through smart factories [6]. Market Trends and Consumer Behavior - The oral care industry is experiencing a shift towards high-end and professional products, driven by increased consumer awareness of oral health and changing demographics [5]. - The rise of e-commerce and content-driven retail is reshaping consumer shopping habits, with traditional retail channels undergoing significant transformation [5]. Shareholder Returns and Corporate Governance - The company plans to distribute a cash dividend of 5 yuan per 10 shares for 2024, with a cash dividend rate of approximately 80%, reflecting its commitment to shareholder returns [9][10]. - The company emphasizes the protection of minority shareholders' rights and aims to enhance information disclosure and investor relations management [14]. Innovation and Technology - The company has developed unique dual sensitivity technology and bio-glass ceramic materials, which have been clinically validated to effectively address tooth sensitivity issues [15].

Group 1: Company Strategy and Market Position - The company aims to transition from "small oral care" to "large oral health" by expanding into smart oral care, oral beauty, and oral medical services, with a revenue growth of 35.45% in oral medical and beauty care products in 2024 [2][3] - The company employs a multi-brand strategy with core brands including "Dengkang" and "Cold Acid Spirit," targeting various consumer segments with a diverse product matrix [3] - The focus is on becoming a world-leading oral health expert, enhancing market share and competitiveness through a dedicated strategy in the oral health sector [3] Group 2: Industry Trends and Consumer Behavior - Rising awareness of oral health among consumers is driving demand for high-end and professional oral care products, with a shift towards rational and experiential consumption [4] - E-commerce channels are growing rapidly, while traditional retail is undergoing significant transformation, leading to increased competition in the market [4] Group 3: Financial Performance and Projections - The company reported a gross profit margin of 49.32% in 2024, an increase of 5.25 percentage points, driven by an optimized product mix and expansion in online sales [5] - The net profit growth of 27.07% in 2024 is attributed to increased sales scale and product upgrades [5] - Operating cash flow increased by 20.09% year-on-year, reflecting sustained growth in sales and net profit [5][8] Group 4: Shareholder Returns and Corporate Governance - The 2024 dividend plan proposes a payout of 7.5 CNY per 10 shares, with a cash dividend rate of approximately 80%, aligning with regulatory encouragement for higher investor returns [6] - The company emphasizes the protection of minority shareholders' rights and has consistently improved its dividend policy since listing [11] Group 5: Inventory and Supply Chain Management - Inventory increased by 15.64% in line with sales growth, indicating a healthy inventory turnover rate [8]

Investment Rating - The investment rating for the company is not explicitly stated in the provided documents, but the overall sentiment appears positive based on the performance metrics and growth projections. Core Insights - The company reported a revenue of 1.56 billion yuan in 2024, representing a year-on-year growth of 13.4%, and a net profit of 161 million yuan, up 14.1% [1] - In Q1 2025, the company achieved a revenue of 430 million yuan, reflecting a 19.4% increase year-on-year, with a net profit of 43 million yuan, which is a 15.6% growth [1] - The company is focusing on expanding its market share through a multi-channel strategy and product upgrades, particularly in high-margin categories such as gum care and sensitivity toothpaste [2][3] Summary by Sections Revenue and Profitability - In 2024, the company achieved total revenue of 1.56 billion yuan, with a net profit of 161 million yuan. The projected revenues for 2025, 2026, and 2027 are 1.86 billion yuan, 2.20 billion yuan, and 2.57 billion yuan respectively, with corresponding net profits of 221 million yuan, 294 million yuan, and 357 million yuan [6] - The gross margin for Q1 2025 was reported at 55.5%, showing a year-on-year increase of 7.1 percentage points [5] Product Development and Market Strategy - The company has upgraded its product structure, with significant revenue contributions from adult toothpaste (1.25 billion yuan), adult toothbrushes (161 million yuan), and oral care products [3] - The company is leveraging a clear brand positioning and prioritizing high-quality e-commerce product matrices to drive sales growth, with a reported GMV increase of 198% in Q1 2025 [2] Marketing and Brand Positioning - The company has implemented a comprehensive marketing strategy that includes high-quality brand exposure through various media channels, achieving a total exposure of 13.2 billion times during the Spring Festival campaign [4] - The brand's private domain marketing has also seen significant growth, with membership exceeding one million [4] Financial Projections - The company is expected to see a continued increase in profitability, with projected net profit growth rates of 37.2%, 32.8%, and 21.5% for the years 2025, 2026, and 2027 respectively [6] - The projected P/E ratios for 2025, 2026, and 2027 are 35, 27, and 22 times respectively, indicating a favorable valuation outlook [6]

Investment Rating - The investment rating for the company is not explicitly stated in the provided content, but the report indicates a positive outlook with expectations of exceeding forecasts in Q4 2024 [1]. Core Views - The company achieved a revenue of 1.56 billion yuan in 2024, representing a year-on-year growth of 13.4%, and a net profit of 161 million yuan, up 14.1% [1]. - In Q1 2025, the company reported a revenue of 430 million yuan, reflecting a 19.4% increase, and a net profit of 43 million yuan, which is a 15.6% rise [1]. - The report highlights the company's strategic focus on expanding market share through a comprehensive distribution network and enhancing product offerings [2][3]. Summary by Sections Revenue and Profitability - In 2024, the company generated revenues of 1.56 billion yuan and a net profit of 161 million yuan, with growth rates of 13.4% and 14.1% respectively [1]. - For Q1 2025, revenues reached 430 million yuan, marking a 19.4% increase, while net profit was 43 million yuan, up 15.6% [1]. - The company’s gross margin for Q1 2025 was 55.5%, with a net profit margin of 10.0% [5]. Market Position and Strategy - The company is positioned third in the market for its cold acid toothpaste in offline channels, focusing on high-value product categories such as gum care and sensitivity [2]. - The strategic approach includes leveraging a vast distribution network across 31 provinces and over 2000 districts/cities, enhancing brand visibility and sales through digital platforms [2][4]. - The company has successfully upgraded its product structure, with significant growth in high-end and medical research series products, contributing to overall sales [3]. Product Development and Marketing - The company has introduced new products such as desensitizing agents and oral care solutions, which are expected to drive future growth [3]. - Marketing efforts have included high-exposure campaigns, resulting in over 13.2 billion impressions for brand advertisements, and significant sales through social media platforms [4]. - The report notes a strong performance in e-commerce, with a 198% year-on-year increase in GMV for the cold acid toothpaste across three platforms in Q1 2025 [2]. Financial Forecast - The company is projected to achieve net profits of 221 million yuan, 294 million yuan, and 357 million yuan for the years 2025, 2026, and 2027 respectively, with corresponding P/E ratios of 35, 27, and 22 [5][6].

Investment Rating - The report assigns a rating of "Accumulate" for the company [11]. Core Views - The company's performance in Q4 2024 showed significant acceleration in growth, primarily driven by the rapid expansion of e-commerce channels and product structure upgrades, leading to a substantial increase in gross margin. The report maintains a positive outlook on the company's brand momentum and steady high growth [3][11]. Financial Summary - Revenue for 2023 was 1,376 million, projected to grow to 1,560 million in 2024, 1,900 million in 2025, 2,294 million in 2026, and 2,756 million in 2027, reflecting growth rates of 4.8%, 13.4%, 21.8%, 20.7%, and 20.2% respectively [5]. - Net profit attributable to the parent company was 141 million in 2023, expected to rise to 161 million in 2024, 201 million in 2025, 251 million in 2026, and 304 million in 2027, with growth rates of 5.0%, 14.1%, 24.8%, 24.7%, and 21.2% respectively [5]. - The earnings per share (EPS) is projected to increase from 0.82 in 2023 to 0.94 in 2024, 1.17 in 2025, 1.46 in 2026, and 1.77 in 2027 [5]. Revenue Breakdown - In 2024, the company achieved revenues of 10.32 million from distribution, 0.41 million from direct supply, and 4.81 million from e-commerce, with year-on-year growth rates of 4%, -24%, and 52% respectively. The e-commerce segment's contribution increased to 31% [11]. - The adult toothpaste segment was the main growth driver, with revenues of 12.47 million, reflecting a 16% increase. The oral medical and beauty care products also showed strong growth, with a 35% increase in revenue [11]. Margin Analysis - The gross margin for 2024 is projected at 49.37%, an increase of 5.26 percentage points year-on-year, primarily due to the high-margin products in the e-commerce channel. The gross margin is expected to further improve to 55.51% in Q1 2025 [11].

Investment Rating - The investment rating for the company is "Buy" and is maintained [10] Core Views - The company is expected to achieve revenue, net profit attributable to the parent, and net profit excluding non-recurring items of 1.56 billion, 161 million, and 135 million yuan in 2024, representing year-on-year growth of 13%, 14%, and 27% respectively [2][6] - The fourth quarter of 2024 is projected to see significant growth, with revenue, net profit attributable to the parent, and net profit excluding non-recurring items increasing by 39%, 29%, and 119% respectively [2][6] - For the first quarter of 2025, the company anticipates revenue of 430 million yuan, net profit attributable to the parent of 43 million yuan, and net profit excluding non-recurring items of 36 million yuan, reflecting year-on-year growth of 19%, 16%, and 27% respectively [2][6] Summary by Sections Revenue Growth - The company is leveraging e-commerce channels to enhance brand exposure and reshape market dynamics, with significant improvements in team building, advertising strategies, and product launches [8] - In Q1, the company's cold acid spirit product on Douyin saw a GMV increase of over 300%, while Tmall's GMV grew by 77% [8] Product Pricing and Structure - The company is focusing on high-functionality and marketing characteristics of toothpaste, with the "7-day repair" series rapidly increasing its market share, accounting for 70%-80% of sales on Douyin by the end of 2024 [8] - The average price per hundred grams reached 26.6 yuan, surpassing its mainstream price level of 10-13 yuan and exceeding the popular Yunnan Baiyao series [8] Financial Performance - The company expects to see a dual increase in gross sales and slight profit growth, with gross margin, sales expense ratio, and net profit margin showing improvements in 2024 and Q1 2025 [14] - The company is projected to achieve net profits of 203 million, 260 million, and 328 million yuan for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 36, 28, and 22 times [14]