北京海润天睿律师事务所 关于爱美客技术发展股份有限公司 2025 年第三次临时股东会的法律意见书 北京市朝阳区建外大街甲 14 号广播大厦 5&9&10&13&17 层 邮编:100022 电话：(010)65219696 传真：（010）88381869 法律意见书 中国·北京 北京海润天睿律师事务所 关于爱美客技术发展股份有限公司 2025 年第三次临时股东会的法律意见书 致：爱美客技术发展股份有限公司 北京海润天睿律师事务所（以下简称"本所"）接受爱美客技术发展股份有 限公司（以下简称"公司"）的委托，指派律师潘仙、张阳出席公司 2025 年第 三次临时股东会，并依据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司治理准则》（以下简称"《治理准则》"）等法律法规、规范性文件 及《爱美客技术发展股份有限公司章程》（以下简称"《公司章程》"）的有关 规定，对本次股东会相关事项依法进行见证并发表法律意见。 为出具本法律意见书，本所律师出席了公司本次股东会，审查了公司提供的 召开本次股东会的有关文件。公司已向本所及本所律师承诺，其所提供的文件和 所作的陈述、说明是完整、真实和有效的，无任何隐瞒、 ...

证券代码：300896 证券简称：爱美客 公告编号：2025-052 号 爱美客技术发展股份有限公司 第四届董事会第一次会议决议公告 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。 一、董事会会议召开情况 爱美客技术发展股份有限公司（以下简称"公司"）第四届董事会第一次会 议于 2025 年 11 月 13 日下午在公司会议室以现场与通讯相结合方式召开。经第 四届全体董事一致同意，豁免会议通知时间要求，会议通知于同日以电话、口头 等方式向全体董事送达。 全体董事一致同意推举简军女士主持本次会议，本次会议应到董事 9 人，实 到董事 9 人。高级管理人员列席了会议。本次会议的召开符合《中华人民共和国 公司法》《公司章程》以及有关法律法规的规定，所作决议合法有效。 二、董事会会议审议情况 与会董事对本次会议需审议的议案进行了充分讨论，审议通过了以下议案： 1、审议通过了《关于选举公司第四届董事会董事长暨公司法定代表人的议 案》 经全体董事审议通过，同意选举简军女士为公司第四届董事会董事长，同时 为公司法定代表人，任期三年，自本次董事会审议通过之日起至第四届董事会任 ...

Core Insights - The medical beauty sector experienced a 1.15% increase on November 13, with *ST Meigu leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Medical Beauty Sector Performance - *ST Meigu (000615) closed at 4.77, with a rise of 5.07% and a trading volume of 105,700 shares, amounting to a transaction value of 50.0584 million yuan [1] - Jinbo Biological (920982) closed at 238.31, up 2.24%, with a trading volume of 11,200 shares and a transaction value of 268 million yuan [1] - Aimeike (300896) closed at 159.60, up 1.22%, with a trading volume of 33,700 shares and a transaction value of 534 million yuan [1] - Huaxi Biological (688363) closed at 51.77, up 0.52%, with a trading volume of 19,300 shares and a transaction value of 9.9559 million yuan [1] Fund Flow Analysis - The medical beauty sector saw a net outflow of 48.455 million yuan from institutional investors, while retail investors contributed a net inflow of 20.9995 million yuan [1] - Specific fund flows for key companies include: - *ST Meigu: Institutional net outflow of 384,800 yuan, retail net inflow of 113,790 yuan [2] - Huaxi Biological: Institutional net outflow of 15.0817 million yuan, retail net inflow of 13.8661 million yuan [2] - Aimeike: Institutional net outflow of 32.9885 million yuan, retail net inflow of 599,550 yuan [2]

Group 1 - The "Bohai Beautiful Bay" Industrial Innovation Development Conference was successfully held in Tianjin Economic Development Zone, marking the establishment of the Bohai Beautiful Bay Industrial Development Promotion Center, which aims to enhance the beauty industry and support high-quality development [1] - Key projects were signed during the conference, including a collaboration between JianKai Technology and Tianjin Economic Development Zone to build a medical beauty industrialization base, indicating a strategic expansion in the medical beauty sector [1][2] - JianKai Technology has been focusing on the PEG and its derivatives industry since its establishment, and is one of the few companies in China capable of producing high-purity and low-dispersity pharmaceutical-grade PEG [2] Group 2 - JianKai Technology's first medical beauty product, JK-2122H (PEG cross-linked hyaluronic acid), is expected to contribute to sales revenue in 2025, being the first domestic filler using PEG as a cross-linking agent, which offers better biocompatibility and safety [2] - The second medical beauty product, JK-1136H (water needle), has also received acceptance for its market application, which will further enrich the company's product matrix and provide new growth opportunities [2] - The collaboration within the "Bohai Beautiful Bay" initiative is expected to create a cluster of beauty and medical beauty industries, enhancing the competitive edge of JianKai Technology and driving significant growth in the high-end medical beauty market [3]

Core Insights - The report maintains a neutral rating for the pharmaceutical and biotechnology industry, indicating that while there are pressures on performance, there are also opportunities in specific segments that are experiencing growth [5][30]. Market Performance Review - In the first ten months of 2025, the SW pharmaceutical and biotechnology index increased by 21.10%, outperforming the CSI 300 index by approximately 2.26 percentage points, ranking 12th among all Shenwan primary industries [14][19]. - Most sub-sectors within the industry recorded positive returns, with the medical research outsourcing and chemical preparation sectors leading with increases of 60.54% and 40.80%, respectively. Conversely, the blood products and vaccine sectors saw declines of 7.89% and 1.60% [15][19]. - As of October 31, 2025, the overall price-to-earnings (PE) ratio for the SW pharmaceutical and biotechnology industry was approximately 53.97 times, which is 4.06 times higher than the CSI 300 index, indicating an increase in industry valuation [19][20]. Policy Outlook for H1 2026 - The 11th batch of national drug centralized procurement is expected to be fully implemented in the first half of 2026, involving 55 varieties and 272 companies, with a selection rate of 57% [30][31]. - The procurement results show a high match between selected brands and clinical needs, with strong supply capabilities from mainstream companies [30]. Sub-sector Highlights Innovative Drugs - Continuous policy optimization supports the development of innovative drugs, with a comprehensive approach to enhance pricing management, insurance coverage, and investment [38]. - The industry is gradually moving away from homogeneous competition, with a significant increase in the proportion of First-in-Class new drug development, which rose by 23 percentage points to 35% since 2020 [38][39]. - Domestic innovative drugs are gaining international recognition, with outbound licensing transactions reaching $66 billion in the first half of 2025, reflecting a growing global presence [41][44]. Medical Devices - The aging population in China is projected to exceed 400 million by 2035, driving demand for medical services and supporting stable growth in the medical device market [50]. - The global medical device market is expected to grow at a compound annual growth rate (CAGR) of 5.7%, reaching $869.7 billion by 2030 [52]. - China's medical device market is rapidly expanding, with projected revenues of 187.5 billion yuan by 2025, indicating significant growth potential [53]. Aesthetic Medicine - The domestic aesthetic medicine market is expected to steadily increase, supported by various policies aimed at promoting healthy industry development and improving market concentration [39]. Synthetic Biology - The market size for synthetic biology is anticipated to approach $40 billion by 2027, driven by multiple factors including technological advancements and increased investment [39].

Group 1 - The medical beauty sector experienced a decline of 0.83% on November 12, with Ai Meike leading the drop [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] - Major stocks in the medical beauty sector showed varied performance, with *ST Meigu rising by 5.09% to a closing price of 4.54, while Ai Meike fell by 2.04% to 157.68 [1] Group 2 - The medical beauty sector saw a net outflow of 41.53 million yuan from main funds, while retail investors contributed a net inflow of 38.87 million yuan [1] - Specific stock fund flows indicated that *ST Meigu had a main fund net inflow of 8.99 million yuan, while Ai Meike faced a significant outflow of 49.08 million yuan [2] - Retail investors showed a positive net inflow in Ai Meike, amounting to 34.04 million yuan, despite the overall negative trend in main funds [2]

Core Viewpoint - The company, Aimeike, confirmed on November 11 that it is proceeding with sales according to its established plan, and that relevant operational data such as product sales will be disclosed in periodic reports [2] Group 1 - The company is actively engaging with investors through an interactive platform [2] - Aimeike emphasizes that operational data should be referenced from its regular financial disclosures [2]

Core Viewpoint - The company is currently in the process of developing a sales plan for its minoxidil product, which is not yet on the market [2] Group 1: Product Information - The minoxidil product is intended for hair growth and is currently under development [2] - The company has not disclosed any specific advantages of the minoxidil product in terms of efficacy [2] Group 2: Sales and Production - The sales model for the minoxidil product has not been detailed by the company [2] - The current status of production and sales for the minoxidil product is still in the planning phase [2]

Group 1 - The company, Aimeike (300896), reported that as of November 10, 2025, the number of shareholders is 62,228 [1]

Group 1 - The medical beauty sector increased by 1.68% on November 11, with Ai Meike leading the gains [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] - Major stocks in the medical beauty sector showed varied performance, with Ai Meike closing at 160.97, up 2.86%, and Jinbo Biological down 2.00% at 231.20 [1] Group 2 - The net inflow of main funds in the medical beauty sector was 104 million yuan, while retail investors experienced a net outflow of 68.75 million yuan [1] - Specific stock fund flows indicated that Ai Meike had a net outflow of 500.88 million yuan, while Huaxi Biological saw a net inflow of 276.77 million yuan [2] - ST Meigu experienced a significant net outflow of 1.79 million yuan, reflecting a decline of 18.27% [2]