向特定机构投资者询价转让股份的核查报告 华泰联合证券有限责任公司 关于云南贝泰妮生物科技集团股份有限公司股东 深圳证券交易所： 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"组织券商"） 受委托担任天津红杉聚业股权投资合伙企业（有限合伙）、厦门臻丽咨询有限 公司（以下合称"出让方"）以向特定机构投资者询价转让（以下简称"询价 转让"）方式减持所持有的云南贝泰妮生物科技集团股份有限公司（以下简称 "公司"或"贝泰妮"）首次公开发行前已发行股份的组织券商。 经核查，华泰联合证券就本次询价转让的出让方、受让方是否符合《深圳 证券交易所上市公司自律监管指引第16号——创业板上市公司股东询价和配售 方式转让股份（2025年修订）》（以下简称"《指引第16号》"）要求，本次 询价转让的询价、转让过程与结果是否公平、公正，是否符合《指引第16号》 的规定作出如下报告说明。 一、本次询价转让概况 （一）本次询价转让出让方 截至2025年4月25日出让方所持公司首发前股份情况具体如下： | 序号 | 股东名称 | 持股数量（股） | 持股比例 | | --- | --- | --- | --- | | 1 | 天津红杉 ...

Investment Rating - The report indicates a positive investment outlook for the whitening mask industry, projecting robust growth in the coming years [5][8]. Core Insights - The whitening mask market has experienced rapid growth, with a market size increase from 3.734 billion RMB in 2018 to 7.084 billion RMB in 2023, reflecting a compound annual growth rate (CAGR) of 13.67%. It is expected to continue growing at a CAGR of 20.21% from 2024 to 2028, reaching 18.152 billion RMB by 2028 [9][10]. - The demand for whitening masks is driven by consumers' pursuit of effective and gentle products, particularly among young women who prioritize skin tone uniformity and multifunctionality [9][11]. - The market is characterized by intense competition, with leading brands leveraging technological innovation and diverse marketing strategies to enhance their market positions [15][27]. Market Background - The whitening mask industry is defined as a segment of cosmetics focused on skin whitening through scientifically formulated products. Regulatory compliance is required for products to claim whitening effects [6]. - The market has evolved from its nascent stage in the 1970s-80s to a mature phase, with significant contributions from international brands and a shift towards personalized and scientifically-backed skincare solutions [7]. Market Status - The market size has shown significant growth, with projections indicating continued expansion driven by consumer demand and innovative marketing strategies [9][10]. - The supply side is influenced by the quality of raw materials and environmental standards, with a trend towards sustainable production methods [10]. - Demand is broad-based, primarily among young women, with online sales channels, particularly through social media and live-streaming platforms, playing a crucial role in market growth [11][12]. Market Competition - The competitive landscape features a tiered structure, with top brands like Olay and Euroshman leading the market through innovation and strong brand recognition [15][27]. - Key evaluation dimensions for brands include technological innovation, product upgrades, and effective marketing strategies [13][14]. - The competition is intensifying as brands focus on meeting consumer demands for safety, efficacy, and unique product offerings [15][27]. Development Trends - Consumer preferences are shifting towards health-conscious and natural skincare solutions, with an increasing demand for multifunctional products [25]. - The integration of green and natural ingredients alongside technological advancements is becoming a core focus for product development [26]. - Leading brands are solidifying their market positions through continuous innovation and targeted marketing efforts [27].

Core Viewpoint - The company reported its 2024 annual report and Q1 2025 results, showing performance slightly below market expectations, with revenue growth but significant declines in net profit and cash flow metrics [1][4]. Financial Performance - 2024 revenue reached 5.736 billion yuan, a year-on-year increase of 3.87%, while net profit attributable to shareholders was 503 million yuan, down 33.53% year-on-year [1]. - Q1 2025 revenue was 949 million yuan, a year-on-year decline of 13.51%, with net profit attributable to shareholders at 28 million yuan, down 83.97% year-on-year [1]. - The company declared a cash dividend of 6.00 yuan per 10 shares (including tax) [1]. Profitability and Cost Structure - The gross margin for 2024 was 73.74%, a decrease of 0.16 percentage points year-on-year, while the net profit margin was 8.63%, down 5.12 percentage points year-on-year [1]. - The sales expense ratio increased to 49.97%, up 2.71 percentage points year-on-year, primarily due to increased brand promotion and online channel costs [1]. - The management expense ratio rose to 8.94%, up 1.46 percentage points year-on-year, attributed to depreciation and personnel costs [1]. Segment Performance - In 2024, skincare revenue was 4.801 billion yuan, down 1.42% year-on-year, while color cosmetics revenue surged to 551 million yuan, a growth of 226.51% year-on-year [2]. - Online channel revenue reached 3.912 billion yuan, up 10.13% year-on-year, with Douyin platform revenue growing by 30.96% to 827 million yuan [2]. Strategic Focus - The company is deepening its "sensitive skin PLUS" strategy, focusing on core products that enhance brand value and sales [3]. - The 2025 strategy will emphasize brand building, membership operations, and collaborative growth, with a focus on scientific communication and emotional content [3]. - The brand matrix includes various sub-brands targeting specific demographics, enhancing market penetration [3][4]. Future Outlook - The company has adjusted its profit forecasts for 2025-2026 and introduced a new forecast for 2027, expecting net profits of 667 million, 769 million, and 899 million yuan respectively [4]. - The price-to-earnings ratio is projected to be 26, 23, and 20 times for 2025, 2026, and 2027 respectively [4].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company has released its 2024 annual report and Q1 2025 quarterly report, with performance slightly below market expectations. 2024 revenue was 5.736 billion yuan, a year-on-year increase of 3.87%, while net profit attributable to shareholders was 503 million yuan, a year-on-year decline of 33.53% [4][6] - In Q1 2025, revenue was 949 million yuan, a year-on-year decline of 13.51%, and net profit attributable to shareholders was 28 million yuan, a year-on-year decline of 83.97% [4][6] - The company plans to focus on brand building, member operations, and overall collaborative growth in 2025, with a strategic emphasis on sensitive skin products [6] Financial Data and Profit Forecast - The company’s total revenue for 2024 is projected at 5.736 billion yuan, with a forecasted revenue of 6.281 billion yuan for 2025, representing a year-on-year growth rate of 9.5% [5] - The net profit attributable to shareholders is expected to be 667 million yuan in 2025, with a projected growth rate of 32.6% [5] - The gross profit margin for 2024 was 73.7%, with an expected margin of 74.9% in 2025 [5] Operational Insights - The company’s skincare segment showed resilience despite pressure, with skincare revenue at 4.801 billion yuan in 2024, a year-on-year decline of 1.42% [6] - The makeup segment experienced significant growth, with revenue increasing by 226.51% to 551 million yuan, accounting for 9.60% of total revenue [6] - Online sales channels drove overall resilience, with revenue from online channels reaching 3.912 billion yuan, a year-on-year increase of 10.13% [6] Strategic Focus - The company is deepening its "Sensitive Skin PLUS" strategy, focusing on core products that enhance brand value and sales [6] - The brand matrix includes various sub-brands targeting specific demographics, such as infants and anti-aging products, to achieve precise market coverage [6] - The organizational restructuring is expected to bring positive changes, with a focus on high-end and mass-market segments [6]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's short-term performance is under pressure, but there is an expectation for an operational turning point in the future [1] - The company reported a revenue of 5.736 billion yuan for 2024, representing a year-on-year growth of 3.87%, while the net profit attributable to shareholders was 503.05 million yuan, down 33.53% year-on-year [7] - The company is actively advancing its brand matrix construction to solidify its leading position in the sensitive skin market [7] Financial Performance Summary - Total revenue forecast for 2024 is 5.736 billion yuan, with a projected growth of 3.87% [1] - The net profit attributable to shareholders for 2024 is expected to be 503.05 million yuan, reflecting a decline of 33.53% [1] - The earnings per share (EPS) for 2024 is projected at 1.19 yuan, with a price-to-earnings (P/E) ratio of 34.87 [1] - The company anticipates a recovery in net profit to 660.45 million yuan in 2025, with a growth rate of 31.29% [1] - The gross profit margin for 2024 is expected to be 73.74%, slightly down from the previous year [8] Brand and Market Position - The company has established a brand matrix centered around "Winona," which includes several sub-brands, contributing to its market leadership in dermatological skincare products [7] - The "Winona" brand ranks eighth in the skincare product market, with a market share of approximately 20.70% [7] - Online channels and color cosmetics categories have shown growth, with skincare revenue slightly declining by 1.4% [7]

2 0 2 4年在国货美妆发展史上是值得记录一年： 一方面，国内诞生首个突破百亿美妆企业，珀莱雅以1 0 7 . 7 8亿元营收首次跻身"百亿俱乐部"， 成 为 行 业 里 程 碑 事 件 ； 同 时 ， 十 强 门 槛 抬 高 至 近 3 0 亿 元 ， 前 十 总 营 收 规 模 扩 大 至 5 4 3 . 7 7 亿 元。 另一方面，前十座次发生较大变化，毛戈平首次闯入榜单，上海家化、华熙生物等企业持续步 入变革期深水区，迎来业绩"震荡"。 在"突飞猛进"与震荡调整并存的阶段，头部国货企业的发展预示着行业怎样的未来？ 综 合 2 0 2 1 年 至 2 0 2 4 年 国 货 美 妆 上 市 企 业 十 强 榜 单 情 况 来 看 ， 可 以 发 现 ， 名 次 发 生 了 较 大 变 化。每一年的前三名都不相同，并且持续有"突围者"闯入榜单，例如2 0 2 4年的毛戈平。 | | | | 2021年至2024年国货美妆上市企业十强榜单 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | -- ...

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - The company experienced a 3.9% year-on-year increase in revenue for 2024, reaching 5.74 billion yuan, while the net profit attributable to shareholders decreased by 33.5% to 500 million yuan [5][11] - The first quarter of 2025 saw a significant decline in performance, with revenue dropping by 14% year-on-year to 950 million yuan and net profit down 84% to 28.34 million yuan [6][11] - The company is undergoing business transformation and optimization, focusing on brand operation and member management to strengthen its market position [11] Financial Performance Summary - In 2024, the company reported a revenue of 5.74 billion yuan, with a net profit of 500 million yuan, and a basic EPS of 1.20 yuan [5][11] - The gross margin for 2024 was 73.7%, slightly down from the previous year, but has shown signs of recovery since Q4 2024 [8][11] - The company’s operating cash flow for 2024 was 690 million yuan, reflecting a 13.8% increase year-on-year [10] Revenue Breakdown - In 2024, online channels contributed 68% of total revenue, with a year-on-year growth of 10.1%, while offline channels accounted for 22% with a decline of 10.7% [7][11] - The skincare segment remains the largest contributor to revenue at 84%, although it saw a slight decline of 1.4% year-on-year [7][11] Cost and Expense Analysis - The company’s expense ratio increased by 4.3 percentage points to 64% in 2024, driven by higher sales and management expenses [8][11] - The sales expense ratio rose to 50%, primarily due to increased marketing and promotional activities [9][11] Future Earnings Forecast - The report projects net profits of 690 million yuan, 830 million yuan, and 1 billion yuan for 2025, 2026, and 2027 respectively, with corresponding EPS estimates of 1.62 yuan, 1.97 yuan, and 2.36 yuan [11][12]

国信证券股份有限公司 关于云南贝泰妮生物科技集团股份有限公司 首次公开发行股票并在创业板上市的保荐总结报告书 国信证券股份有限公司（以下简称"国信证券"或"保荐机构"）作为云南 贝泰妮生物科技集团股份有限公司（以下简称"贝泰妮"或"公司"）首次公开 发行股票并在创业板上市的保荐机构，持续督导期限截至 2024 年 12 月 31 日。 目前，持续督导期限已届满。国信证券根据《证券发行上市保荐业务管理办法》 《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指 引第 13 号——保荐业务》等有关法规和规范性文件的要求，对贝泰妮履行持续 督导义务并出具本持续督导保荐总结报告书。 | 保荐人名称 | 国信证券股份有限公司 | | --- | --- | | 保荐人编号 | Z27074000 | 一、保荐机构及保荐代表人承诺 （一）保荐总结报告书和证明文件及相关资料的内容不存在虚假记载、误导 性陈述或重大遗漏，保荐机构及保荐代表人对其真实性、准确性、完整性承担法 律责任。 （二）保荐机构及保荐代表人自愿接受中国证券监督管理委员会（以下简称 "中国证监会"）对保荐总结报告书相关事项进行的任何质询和调 ...

Investment Rating - The report maintains a "Recommended" rating for the company, with a target price based on projected earnings growth and valuation metrics [4][5]. Core Insights - The company reported a revenue of 5.736 billion yuan for 2024, reflecting a year-on-year growth of 3.87%. However, the net profit attributable to shareholders decreased by 33.53% to 503 million yuan [2][5]. - The main revenue source is the brand "Winona," which saw a revenue decline of 5.45% to 4.909 billion yuan, while "Winona Baby" and "Aikeman" experienced significant growth of 34.03% and 65.59%, respectively [2][4]. - The gross margin for 2024 was 73.74%, with a slight decrease of 0.16 percentage points year-on-year. The net profit margin decreased by 4.93 percentage points to 8.77% [3][4]. Financial Performance Summary - Revenue projections for 2025, 2026, and 2027 are 6.285 billion yuan, 7.153 billion yuan, and 8.146 billion yuan, respectively, with growth rates of 9.6%, 13.8%, and 13.9% [5][7]. - The net profit attributable to shareholders is expected to recover to 700 million yuan in 2025, with a growth rate of 39.2%, followed by 856 million yuan in 2026 and 1.059 billion yuan in 2027 [5][7]. - The report indicates an increase in operating expenses, with sales, management, and R&D expense ratios rising significantly in recent quarters [3][4]. Brand Strategy and Market Position - The company is expanding its market presence with a multi-brand strategy, focusing on the main brand "Winona" and introducing new products in the sensitive skin segment [4]. - The launch of the "Winona 2.0" strategy aims to enhance brand positioning and product offerings, which is expected to drive long-term growth [4][5].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported a revenue of 5.736 billion yuan in 2024, a year-on-year increase of 3.9%, but the net profit attributable to shareholders decreased by 33.5% to 503 million yuan. In Q1 2025, revenue was 949 million yuan, down 13.5%, with a net profit of 28 million yuan, down 84.0%. Due to rising costs and increased competition, profit forecasts for 2025-2026 have been revised downwards, with new estimates for net profit at 672 million yuan for 2025, 803 million yuan for 2026, and 927 million yuan for 2027. The expected EPS for these years is 1.59, 1.90, and 2.19 yuan respectively, with corresponding PE ratios of 25.4, 21.2, and 18.4 times [5][8][11]. Financial Performance - In 2024, the company achieved revenue of 5.736 billion yuan, with a year-on-year growth of 3.9%. The net profit attributable to shareholders was 503 million yuan, reflecting a decline of 33.5%. For Q1 2025, revenue was 949 million yuan, down 13.5%, and net profit was 28 million yuan, down 84.0% [5][8]. - The gross margin for 2024 was 73.7%, a slight decrease of 0.2 percentage points, while Q1 2025 saw an improvement in gross margin to 77.5%, an increase of 5.4 percentage points [6][12]. - The company’s operating expenses increased in 2024, with sales, management, and R&D expense ratios rising by 2.7, 1.5, and -0.3 percentage points respectively. In Q1 2025, these ratios further increased by 9.3, 5.5, and 3.1 percentage points, indicating higher costs due to intensified market competition [6][12]. Brand and Channel Performance - The main brand, Winona, focuses on sensitive skin solutions, enhancing customer value through a "single product + set" strategy. The second-tier brands, including Winona Baby and Aikeman, have shown strong performance in their respective markets. The company is also optimizing its online channels and has begun to enter mainstream beauty channels in Thailand [7][8]. - In 2024, the revenue from the skincare segment was 4.801 billion yuan, down 1.4%, while the makeup segment saw significant growth, achieving 551 million yuan, an increase of 226.5% [6][8]. Valuation Metrics - The company’s total market capitalization is 170.67 billion yuan, with a current stock price of 40.29 yuan. The stock has a one-year high of 74.00 yuan and a low of 37.46 yuan [1][8]. - The projected P/E ratios for 2025, 2026, and 2027 are 25.4, 21.2, and 18.4 respectively, indicating a reasonable valuation based on expected earnings growth [5][8]. Summary of Financial Forecasts - The company is expected to achieve revenues of 6.277 billion yuan in 2025, 7.023 billion yuan in 2026, and 7.962 billion yuan in 2027, with corresponding net profits of 672 million yuan, 803 million yuan, and 927 million yuan [8][11]. - The gross margin is projected to stabilize around 73.8% from 2025 to 2027, while the net profit margin is expected to improve gradually from 10.5% in 2025 to 11.5% in 2027 [8][12].