Core Viewpoint - The competition for exclusive agency rights in the oral beauty product market between Ruoyuchen and Shuiyang Co. is intensifying, with both companies claiming to be the exclusive agent for the Spanish brand Mestique in China [1][3][4]. Summary by Sections Agency Rights Dispute - Ruoyuchen claims to be the exclusive agent for Mestique's core oral beauty product line in China, responsible for brand promotion and sales [3][4]. - Shuiyang Co. asserts that it holds the exclusive distribution agreement with Mestique, managing all official online channels in China [3][4]. - The dispute highlights the importance of exclusive agency rights in a market with a significant scale, estimated in the millions [1][3]. Market Potential - The oral beauty product market is experiencing rapid growth, with user numbers exceeding 65 million in 2023, a 28% increase year-on-year [7]. - The demographic of 18-35-year-old women constitutes 72% of the consumer base, indicating a strong market potential [7]. Company Performance - Ruoyuchen has been undergoing a transformation, shifting from brand operation to brand management, which has shown positive results in recent years [5][6]. - Financial data shows Ruoyuchen's revenue growth from 2023 to 2025, with increases of 12.25%, 29.26%, and 85.3% respectively, alongside significant net profit growth [5][6]. Competitive Landscape - The oral beauty market is becoming increasingly competitive, with new entrants like Shiseido and Amorepacific launching their own brands and products [8]. - The presence of various players in the market poses challenges for both Ruoyuchen and Shuiyang Co. in maintaining their market positions [8]. Strategic Directions - Industry experts suggest that developing strong proprietary brands may be a beneficial direction for beauty operators, as seen in Ruoyuchen's recent performance [9].

Core Viewpoint - The beauty industry is currently witnessing a dispute over the exclusive agency rights of the Spanish aesthetic brand Mestique in China, with both Shuiyang Co., Ltd. and Ruoyuchen claiming to hold these rights [2][3]. Group 1: Company Claims - Shuiyang International, a subsidiary of Shuiyang Co., Ltd., announced on December 15 that it is the exclusive distributor of the Mestique brand in China, having signed a long-term cooperation agreement since 2021 [3]. - Ruoyuchen has also circulated a statement claiming that starting January 1, 2026, it will become the exclusive distributor for Mestique's core oral beauty product line in China, with full rights to operate and market the brand [4][5]. Group 2: Market Position and Product Lines - Mestique, founded in 1985, offers a range of products including oral beauty, skincare, and health supplements, with its oral beauty product "Brightening Drink" being a top seller in the high-end market [2]. - The oral beauty product line constitutes approximately 98% of Mestique's business volume, highlighting its significance to the brand [4]. Group 3: Financial Implications - Shuiyang Co., Ltd. has seen its revenue from its own brands reach 1.039 billion yuan, accounting for 41.55% of total revenue, while its CP (China Partner) brands, including Mestique, generated 1.461 billion yuan, exceeding 50% of total revenue [6]. - The GMV of Mestique within Shuiyang Co., Ltd. increased from 50 million yuan in 2021 to over 500 million yuan by October 2024, indicating its critical role in the company's high-end transformation strategy [6][8]. Group 4: Future Outlook - The impending loss of the core agency rights for Mestique's oral beauty product line poses uncertainty for Shuiyang Co., Ltd.'s future performance, especially as it has been a key driver of growth [8]. - In contrast, Ruoyuchen has been expanding its own brand portfolio and has reported significant profit growth, with net profits increasing by 60.93% and 94.58% in 2023 and 2024, respectively [9].

证券代码：300740 证券简称：水羊股份 公告编号：2025-074 债券代码：123188 债券简称：水羊转债 水羊集团股份有限公司 2025 年第二次临时股东会决议公告 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会决议事项的参与 度，本次股东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、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； 1 （1）现场会议召开时间：2025 年 12 月 17 日（星期三）下午 15:30。 （2）网络投票时间： 2、本次股东会无变更、否决议案的情况； 3、本次股东会采取现场投票与网络投票表决相结合的方式召开； 4、本次股东会未涉及变更前次股东会决议的情况。 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： 深圳证券交易所交易系统进行网络投票的时间为：2025 年 12 月 17 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网投票系 ...

湖南启元律师事务所 关于水羊集团股份有限公司 2025年第二次临时股东会的 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 410000 电话：（0731）82953-778 传真：（0731）82953-779 网站：www.qiyuan.com 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 2025 年第二次临时股东会（以下简 称"本次股东会"），对本次股东会的召集和召开程序、出席会议人员及召集人的资 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： （一） 本所律师根据本法律意见书出具日以前已经发生或者存在的事实，严格 履行了法定职责，遵循了勤勉尽责 ...

Core Viewpoint - The recent announcements from two companies, Shuiyang International and Ruoyuchen, have put Meisidike in the spotlight regarding its exclusive distribution agreements in China for its oral beauty product line. Group 1: Company Announcements - Shuiyang International claims to be the exclusive distributor in China but does not specify the duration of the agreement [1] - Ruoyuchen has entered a strategic cooperation with Meisidike, with a contract running from January 1, 2026, to December 31, 2028, including an automatic renewal clause [3] - Ruoyuchen will be the exclusive general agent for Meisidike's oral beauty product line in China, which constitutes approximately 98% of the brand's total volume [3][4] Group 2: Operational Details - Ruoyuchen will have full control over the product line's pricing and distribution in the Chinese market [4] - Shuiyang International's announcement lacks clarity on the expiration date and the scope of the licensed product categories [5][6] - Legal experts note that the lack of specific details in the agreements makes it difficult to assess potential conflicts between the two companies [7] Group 3: Market Position and Performance - Meisidike, a Spanish medical beauty brand, has seen significant growth in China, with its sales reaching 5 billion yuan, accounting for half of the brand's global volume [7][10] - The brand's flagship product, the Brightening Drink, is priced at approximately 459.8 yuan per box, translating to 76.7 yuan per 30ml bottle [8] - Ruoyuchen's recent contract with Meisidike is seen as a strategic move to fill a gap in the high-end market segment, complementing its existing product offerings [11][12]

Core Viewpoint - The announcement reveals a conflict regarding exclusive distribution rights for the Spanish beauty brand Mestique's oral beauty health product line in China, with two companies claiming exclusivity [1] Group 1: Company Announcements - Ruoyuchen, an e-commerce operation company, announced it will become the exclusive general agent for Mestique's core oral beauty health product line in China and has obtained irrevocable trademark usage rights [1] - Shuiyang Co., another listed beauty company, stated it has been the exclusive distributor for Mestique's business in China since 2021 and emphasized that no third party has the right to open stores or release information in an "official" capacity [1] Group 2: Ongoing Communications - Shuiyang Co. is currently in a contract with Mestique and is in further communication with the brand regarding the conflicting claims of exclusivity, with future updates to be provided through official announcements [1]

Core Insights - The beauty care industry experienced a net inflow of funds amounting to 105 million yuan on December 16, with a sector increase of 0.66% despite the Shanghai Composite Index declining by 1.11% [1] Industry Performance - Among the sectors, beauty care ranked second in terms of growth, following retail trade and social services, which rose by 1.32% and 0.13% respectively [1] - The beauty care sector had 29 stocks, with 15 rising and 14 falling in value [1] Fund Flow Analysis - The total net inflow of funds in the beauty care sector was 105 million yuan, with 17 stocks experiencing net inflows [1] - The top three stocks with significant net inflows were: - Aimeike (爱美客) with 39.98 million yuan - Qingsong Co. (青松股份) with 20.96 million yuan - Shuiyang Co. (水羊股份) with 20.30 million yuan [1] - The stocks with the highest net outflows included: - Proya (珀莱雅) with 8.62 million yuan - Zhongshun Jierou (中顺洁柔) with 6.81 million yuan - Yanjian Co. (延江股份) with 5.90 million yuan [1] Stock Performance - Notable stock performances included: - Aimeike (爱美客) increased by 2.02% - Qingsong Co. (青松股份) increased by 1.03% - Shuiyang Co. (水羊股份) increased by 1.20% [1] - Conversely, stocks like Proya (珀莱雅) and Zhongshun Jierou (中顺洁柔) saw declines in their values [1]

Core Insights - The report emphasizes two main investment directions for 2026: recovery sectors focusing on profit inflection points and growth sectors targeting high revenue increases [4][19][20] Recovery Sectors - The duty-free sector is showing signs of recovery with favorable policies enhancing consumption, including expanded product categories and improved shopping convenience [4][19] - The hotel industry is expected to see a gradual improvement in RevPAR, with business and leisure demand stabilizing, indicating a potential operational turning point in Q4 or next year [4][19] - The tourism sector remains resilient despite macroeconomic pressures, with increasing travel volumes and government initiatives aimed at boosting consumption in various travel themes [4][19] Growth Sectors - The beauty industry is experiencing intensified competition, with a focus on channel value reconstruction and brand establishment [4][20] - The gold and jewelry sector is witnessing a recovery, driven by new product launches and an increasing focus on high-end market competition [4][20] - The cross-border e-commerce sector is expected to rebound, supported by stable policies and a decrease in shipping costs, with strong demand from the U.S. market [4][20] Key Company Recommendations - For duty-free, China Duty Free Group is recommended for its long-term growth potential, with attention to Wangfujing and Zhuhai Duty Free Group [4] - In the hotel sector, companies like Jinjiang Hotels, Atour, and Huazhu are highlighted for their growth prospects [4] - In tourism, companies such as Three Gorges Tourism and Changbai Mountain are suggested for monitoring acquisition and new business developments [4] - The beauty sector includes recommendations for brands like Maogeping and Proya, focusing on channel strategies [4] - For gold and jewelry, companies like Chow Tai Fook and Lao Pu Gold are recommended for their market positioning [4] - In retail, companies like Yonghui Supermarket and Xinhua Department Store are noted for their recovery potential [4]

Core Viewpoint - The article discusses a new trend in the A-share market where companies are engaging in "physical dividends" to enhance shareholder experience and interaction, moving beyond traditional cash dividends and stock bonuses [1][2]. Group 1: Shareholder Engagement Initiatives - Emei Mountain A plans to offer free entrance tickets to its scenic area for shareholders holding more than 500 shares as part of its 2025 shareholder reward program [1]. - Over 30 listed companies have initiated similar engagement activities, providing products, coupons, and tourism rights to their investors [1][2]. - The trend includes a variety of sectors, such as food, home appliances, health products, and cultural tourism, showcasing a diverse approach to shareholder rewards [2]. Group 2: Benefits of Physical Dividends - Physical dividends can create a closed-loop ecosystem of "investment-consumption," enhancing shareholders' understanding of the company's product strength and brand vitality [6]. - This approach can serve as a low-cost, high-return brand public relations strategy, transforming shareholders into brand advocates through personal product experiences [6]. - It aligns with regulatory goals to enhance investor satisfaction, providing tangible rewards that can improve investor sentiment amidst market volatility [7]. Group 3: Risks and Challenges - There is a risk of prioritizing physical rewards over fundamental company performance, which could lead to shareholder dissatisfaction if the company's financial health is not strong [8]. - The disparity in shareholding can create fairness issues, potentially alienating minority shareholders while favoring larger ones [8]. - Implementing a physical rewards system introduces new operational costs and management challenges, which could backfire if not handled properly [8]. Group 4: Strategic Insights for Consumer Companies - Companies must ensure their products can impress even the most discerning shareholders, as this reflects their broader market potential [9]. - The goal should be to transition shareholders from passive investors to active partners in the company's growth, fostering a sense of shared identity and collaboration [9]. - Compliance with regulations is crucial to avoid legal risks, ensuring that all reward initiatives are transparent and fair [9][10]. Group 5: Conclusion on Value Creation - The ultimate aim of these initiatives is to create a value-sharing ecosystem among brands, users, and investors, moving beyond short-term stock price fluctuations [11]. - Companies should strive to make every shareholder a passionate advocate for their products, enhancing long-term loyalty and brand strength [11].

Core Points - The internet celebrity economy sector experienced a decline of 3.07%, ranking among the top declines in concept sectors, with significant drops in stocks like Xinhua Du (down 9.99%) and Guangbai Co. (down 8.95%) [1][2] - The sector saw a net outflow of 2.862 billion yuan from major funds, with 89 stocks experiencing net outflows, and BlueFocus being the most affected with a net outflow of 799.84 million yuan [2][3] Sector Performance - The internet celebrity economy sector was one of the worst-performing sectors today, with a decline of 3.07% [1][2] - Other sectors with notable declines included the horse racing concept (-4.70%) and the Xiaohongshu concept (-3.33%) [2] Fund Flow Analysis - Major funds saw a net outflow of 2.862 billion yuan from the internet celebrity economy sector, indicating a lack of investor confidence [2][3] - The top three stocks with the highest net outflows were BlueFocus, Kunlun Wanwei, and Gongxiao Daji, with outflows of 799.84 million yuan, 182.62 million yuan, and 169.62 million yuan respectively [2][3]