编号：信评委函字[2025]跟踪 0974 号 水羊集团股份有限公司 2025 年度跟踪评级报告 水羊集团股份有限公司 2025 年度跟踪评级报告 声 明 中诚信国际信用评级有限责任公司 2025 年 6 月 24 日 2 ⚫ 本次评级为委托评级，中诚信国际及其评估人员与评级委托方、评级对象不存在任何其他影响本次评级行为独立、 客观、公正的关联关系。 ⚫ 本次评级依据评级对象提供或已经正式对外公布的信息，以及其他根据监管规定收集的信息，中诚信国际按照相关 性、及时性、可靠性的原则对评级信息进行审慎分析，但中诚信国际对于相关信息的合法性、真实性、完整性、准 确性不作任何保证。 ⚫ 中诚信国际及项目人员履行了尽职调查和诚信义务，有充分理由保证本次评级遵循了真实、客观、公正的原则。 ⚫ 评级报告的评级结论是中诚信国际依据合理的内部信用评级标准和方法、评级程序做出的独立判断，未受评级委托 方、评级对象和其他第三方的干预和影响。 ⚫ 本评级报告对评级对象信用状况的任何表述和判断仅作为相关决策参考之用，并不意味着中诚信国际实质性建议任 何使用人据此报告采取投资、借贷等交易行为，也不能作为任何人购买、出售或持有相关金融产品 ...

Investment Rating - Industry rating: Recommended [5] Core Insights - The beauty sector experienced a stable conclusion during the 618 shopping festival, with significant changes in platform and brand dynamics driven by reduced commission policies and interest-based content ecosystems [1][2] - The total GMV for beauty products across four major e-commerce platforms (Taobao, JD, Douyin, Kuaishou) during the 618 period was between 600-700 billion yuan, reflecting a year-on-year growth of over 10% [1] - Taobao maintained the largest market share at 41.3%, followed by Douyin at 35.7%, JD at 14.8%, and Kuaishou at 8.2% [1][13] Summary by Sections E-commerce Platform Dynamics - Douyin's beauty segment is rapidly growing, supported by merchant subsidies and interest-driven consumer engagement, achieving double-digit growth [2] - Douyin's promotional strategies included a 1.4 billion yuan subsidy for merchants in May, with individual merchant reductions reaching up to 2.99 million yuan [2] Skincare and Makeup Categories - In the skincare category, domestic brands like Proya and Han Shu led the market, maintaining their top positions on Taobao and Douyin [3] - The top five brands in the skincare category on Taobao remained stable, with Proya and Han Shu continuing to dominate [3] - In the makeup and fragrance category, new domestic brands are emerging, with Ti Luo Wei achieving rapid growth by focusing on base makeup products [4] International and Domestic Brand Strategies - International brands are performing well due to localized marketing strategies and a willingness to engage with local consumers [8] - Domestic brands are expected to break out of the competitive cycle focused on ingredients and efficacy, emphasizing brand influence and comprehensive user experience [8] Investment Recommendations - Focus on domestic companies with strong brand equity and comprehensive channel strategies, particularly Proya and Han Shu [9] - Highlight technology-driven skincare brands like Betaini and Juzi Biology that target specific consumer needs [9] - Consider daily chemical brands with strong cost-performance ratios and excellent management of emerging channels, such as Runben and Dengkang [9]

Group 1: Company Overview and Strategy - Water Sheep Group has adopted a "high-end, global" development strategy following the acquisition of luxury skincare brands RV and PA [2][3] - The company is positioned as the only Chinese beauty brand management group successfully managing multiple high-end and light luxury brands [2][3] - The company aims to build a global brand image matrix in major cities worldwide by 2027, with a focus on high-end channels, especially in Europe and the US [4][26] Group 2: Brand Performance and Growth - EDB, a French luxury skincare brand, has seen a 40% increase in sales through Tmall, with overall healthy growth in the first half of the year [2][3][6] - The brand's SPA services have achieved significant success, with a single purchase reaching 39,800 yuan, and appointments booked a month in advance [3][4] - RV brand has experienced over 100% growth in the US market, with significant social media engagement and product popularity [7][8] Group 3: Customer Loyalty and Sales Metrics - EDB's member repurchase rate is 50% over three years, contributing approximately 80% of the brand's revenue [6] - The average customer value for EDB is 5,000 yuan, indicating strong customer loyalty and brand resonance [6] - The company emphasizes quality growth over quantity, focusing on sustainable customer relationships rather than short-term sales spikes [5][6] Group 4: Future Plans and Market Expansion - EDB plans to open 50 SPA stores across China by 2027, with a focus on enhancing customer experience [4][24] - The company is exploring new product categories and expanding its product line to enhance brand offerings [18] - The strategy includes leveraging local teams for international markets, particularly in the US and France, while using agents for other regions [25][26] Group 5: Organizational Development and R&D - The company is investing in R&D and organizational development to support its global and high-end strategy, with centers in multiple countries [13][14] - Recruitment efforts focus on attracting top talent in R&D and brand management to enhance the company's capabilities [14] - The company believes in long-term investment in brand and organizational development to navigate market uncertainties [14]

Core Viewpoint - Water Sheep Co., Ltd. is on the right path towards becoming a global high-end beauty brand management group, driven by its dual business strategy of proprietary and CP brands [1][2]. Group 1: Strategic Transformation - In 2024, Water Sheep Co., Ltd. is undergoing a strategic transformation, focusing resources on core high-end businesses amidst a complex external economic environment and internal structural adjustments [2]. - The company has improved its proprietary brand structure, with a significant focus on high-end brands while strategically reducing its mass-market offerings, resulting in a K-shaped resource allocation [2]. - The proprietary brand system has completed a transformation towards high-end and global positioning, with high-end proprietary brand revenue increasing and gross margin reaching 74.27% in 2024 [2]. Group 2: Brand Development - The French luxury skincare brand EviDenS de Beauté (EDB) has shown positive growth in brand strength and sales in 2024, supported by other high-end brands like Pier Augé (PA) and RéVive (RV) [2]. - The mass-market brand YuniFang has been repositioned to focus on "Researching the East," while the high-end makeup brand VAA has achieved over 10 million in revenue through leading products in niche categories [3]. Group 3: R&D and Innovation - The company emphasizes continuous investment in brand and R&D to combat short-term uncertainties, with R&D being a core strategy [4]. - Water Sheep Co., Ltd. has established a global R&D system with centers in multiple locations, including Changsha, Shanghai, France, and Japan, aiming to empower brand development [4]. - In 2024, the company obtained 42 patents, published 15 papers, and participated in significant academic conferences, showcasing its commitment to innovation [4]. Group 4: Financial Performance - The overall gross margin of Water Sheep Co., Ltd. is on an upward trend as the revenue share from high-end brands increases [5]. - The long-term strategy focuses on minimizing losses from non-core businesses while enhancing operational quality, which is expected to strengthen the company's core competitiveness and risk resilience [5].

证券代码：300740 证券简称：水羊股份 公告编号：2025-035 债券代码：123188 债券简称：水羊转债 水羊集团股份有限公司 2024 年年度股东大会决议公告 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。 特别提示 1、为尊重中小投资者利益，提高中小投资者对公司股东大会决议事项的参 与度，本次股东大会对中小投资者的投票表决情况单独统计。中小投资者是指除 公司董事、监事、高级管理人员以及单独或合计持有公司 5%以上股份的股东以 外的其他股东； 2、本次股东大会无变更、否决议案的情况； 3、本次股东大会采取现场投票与网络投票表决相结合的方式召开； 4、本次股东大会未涉及变更前次股东大会决议的情况。 一、会议召开和出席情况： （一）会议召开情况 1、会议召开的日期、时间： （1）现场会议召开时间：2025 年 6 月 20 日（星期五）下午 15:00。 1 （2）网络投票时间： 深圳证券交易所交易系统进行网络投票的时间为：2025 年 6 月 20 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00；通过深圳证券交易所互联 ...

二〇二五年六月 湖南启元律师事务所 关于 水羊集团股份有限公司 2024年年度股东大会的 法律意见书 湖南省长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 410005 电话：（0731）82953-778 传真：（0731）82953-779 网站：www.qiyuan.com 1 / 10 湖南启元律师事务所 关于水羊集团股份有限公司 2024 年年度股东大会的法律意见书 致：水羊集团股份有限公司 湖南启元律师事务所（以下简称"本所"）接受水羊集团股份有限公司（以下简 称"公司"）的委托，指派本所律师出席了公司 2024 年年度股东大会（以下简称"本 次股东大会"），对本次股东大会的召集和召开程序、出席会议人员资格、表决程 序和表决结果的合法有效性进行现场律师见证，并发表本法律意见。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人 民共和国证券法》（以下简称"《证券法》"）《上市公司股东会规则》（以下简称 "《股东会规则》"）等我国现行法律、法规、规范性文件以及《水羊集团股份有限 公司章程》（以下简称"《公司章程》"）的有关规定出具本法律意见书。 本所律师声明如下： 湖南 ...

是否为控 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。 水羊集团股份有限公司（以下简称"公司"）于近日接到公司控股股东湖南 御家投资管理有限公司（以下简称"御家投资"）的通知，御家投资对其持有公 司的部分股份办理了延期购回手续，具体事项如下： 一、本次控股股东部分股份质押延期购回的基本情况 | | | | | | 证券代码：300740 证券简称：水羊股份 公告编号：2025-034 水羊集团股份有限公司 | | | 本次延期 | | 占公 | 是否 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 股股东或 | | 占其所 | | 是否 | | | | | | | | | | 股东 | | 购回质押 | | 司总 | | 为补 | 质押起始 | | | 质押原到 | | | 延期后 | | 质 | 质权 | 质押 | | | | | | | | | | | | | | 第一大股 | | 持股份 ...

Core Insights - The "next-use" essence is becoming a must-have option for beauty brands, with the market size in China expected to reach 7.5 billion yuan in 2024, reflecting a year-on-year growth of over 20% [1] - Major brands like OLAY, Proya, and Miss Tina are entering the next-use product space, indicating a trend where "9 out of 10 brands" are adopting this format [1] Market Trends - The next-use essence has emerged as a phenomenon in the beauty sector, highlighted by over 20 next-use essence products launched during the 618 shopping festival [2] - The cumulative filing of "next-use" products reached 6,518 by June 17, 2025, with 5,653 specifically for next-use essences [2] - In the first five months of 2025, 21 out of 24 newly launched next-use products were essences, accounting for over 87% [2] Product Development - The next-use essence market is diversifying, with brands like OLAY and Proya focusing on specific skin issues such as anti-aging and acne treatment [4] - Key ingredients in next-use essences include recombinant collagen, with some products featuring multiple types for targeted anti-aging effects [4] - The introduction of next-use formats is expanding beyond essences to include sunscreen, makeup removers, and even men's skincare products [5] Consumer Demand - Consumer education around next-use essences is maturing, and brands are encouraged to create unique advantages to stand out in a competitive market [5] - The convenience and hygiene of next-use products are appealing to consumers, especially for those with sensitive skin or post-medical treatment needs [5][6] - Social media engagement around next-use products is significant, with topics related to them generating over 1.7 billion views on platforms like Xiaohongshu [9] Industry Challenges - Some industry experts express concerns about the environmental impact of next-use packaging, which often relies on plastic materials [10] - There is a debate about the necessity of next-use formats for all products, with some suggesting that not all formulations require such packaging [10][11] - The industry is exploring more sustainable packaging options to address environmental concerns while maintaining the convenience of next-use products [10]

Market Overview - The Shanghai Composite Index rose by 0.04% on June 18, with 9 out of 28 sectors experiencing gains, led by the electronics and communications sectors, which increased by 1.50% and 1.39% respectively [1] - The beauty and personal care sector had the largest decline, falling by 1.73%, followed by the real estate sector, which decreased by 1.35% [1] Fund Flow Analysis - The net outflow of capital from the two markets was 17.787 billion yuan, with 5 sectors seeing net inflows. The electronics sector led with a net inflow of 4.346 billion yuan and a daily increase of 1.50% [1] - The banking sector also saw a positive net inflow of 1.314 billion yuan, with a daily increase of 0.92% [1] - The pharmaceutical and biological sector experienced the largest net outflow, totaling 3.729 billion yuan, followed by the computer sector with a net outflow of 3.030 billion yuan [1] Beauty and Personal Care Sector - The beauty and personal care sector saw a decline of 1.73% with a total net outflow of 143 million yuan. Out of 31 stocks in this sector, only 4 rose while 27 fell [2] - The top net inflow stock in this sector was Qingdao Kingking, with a net inflow of 74.344 million yuan, followed by Proya and Weigao Medical with net inflows of 17.755 million yuan and 4.452 million yuan respectively [2] - The stocks with the largest net outflows included Shuiyang Co., Huaye Fragrance, and Furida, with net outflows of 26.310 million yuan, 22.024 million yuan, and 20.338 million yuan respectively [2][3]

Market Overview - The Shanghai Composite Index fell by 0.04% on June 17, with 14 out of the 28 sectors rising, led by coal and public utilities, which increased by 0.89% and 0.82% respectively [1] - The pharmaceutical and beauty care sectors experienced the largest declines, with drops of 1.44% and 1.24% respectively [1] Capital Flow Analysis - The main capital outflow from the two markets totaled 25.316 billion yuan, with 8 sectors seeing net inflows [1] - The transportation sector had the highest net inflow of 800.2 million yuan, while the power equipment sector saw a net inflow of 540 million yuan [1] - A total of 23 sectors experienced net capital outflows, with the media sector leading at 4.548 billion yuan, followed by the pharmaceutical sector at 4.278 billion yuan [1] Beauty Care Sector Insights - The beauty care sector declined by 1.24% with a net capital outflow of 14.7 million yuan, comprising 31 stocks, of which 5 rose and 26 fell [2] - The top three stocks with the highest net inflow in the beauty care sector were Furuida (32.89 million yuan), Proya (29.76 million yuan), and Lafang (17.81 million yuan) [2] - The stocks with the largest net outflows included Qingdao Kingking (47.32 million yuan), Shuiyang (34.79 million yuan), and Haoyue Care (24.31 million yuan) [2] Individual Stock Performance - Notable declines in the beauty care sector included Huaye Fragrance (-8.23%), Qingdao Kingking (-1.31%), and Haoyue Care (-6.11%) [3] - Conversely, Furuida and Proya saw slight increases of 0.92% and 0.13% respectively, indicating some resilience amidst the overall sector decline [3]