北京君合（杭州）律师事务所 杭州市西湖区学院路 77 号 黄龙国际中心 A 座 16 层 邮编：310012 电话：（86-571）2689-8188 传真：（86-571）2689-8189 关于杭州可靠护理用品股份有限公司 2024 年度股东大会之法律意见书 致：杭州可靠护理用品股份有限公司 北京君合（杭州）律师事务所（以下简称本所）接受杭州可靠护理用品股份 有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证 券法》）、《中华人民共和国公司法》（以下简称《公司法》）、《上市公司股东会规则 （2025 年修订）》（以下简称《股东会规则》）等中华人民共和国（以下简称中国， 为本法律意见书之目的，不包括香港特别行政区、澳门特别行政区和台湾地区） 现行有效的法律、行政法规、规章和规范性文件和现行有效的《杭州可靠护理用 品股份有限公司章程》（以下简称《公司章程》）有关规定，指派律师出席了公司 于 2025 年 5 月 30 日召开的 2024 年度股东大会（以下简称本次股东大会），并就 本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师出席了本次股东大会，审查了公司提供的与 ...

Industry Overview - The main listed companies in the maternal and infant industry include Kidswant (301078), Runben (603193), Aiyingshi (603214), Mengjie (002397), Jinfalabi (002762), Beiyinmei (002570), Keka (301009), China Feihe (06186.HK), Babytree Group (01761.HK), Goodbaby International (01086.HK), and Newman (02530.HK) [1] - The development history of China's maternal and infant industry can be divided into several stages: Exploration Period (1990s), Development Period (2000-2010), Explosion Period (2011-2018), and Integration Period (2019-present) [1][2] Development Stages - Exploration Period (1990s): Introduction of foreign parenting culture and products, with limited specialized maternal and infant stores [1] - Development Period (2000-2010): Increased acceptance of maternal and infant products, emergence of regional chain markets, and the rise of online maternal and infant communities [1] - Explosion Period (2011-2018): Rapid growth of online maternal and infant platforms and the establishment of offline stores as the primary consumption channel [1] - Integration Period (2019-present): Growth of private traffic through social media and the need for a "online + offline" shopping experience to maintain competitive advantage [2] Global Trends - The global maternal and infant industry began to flourish in the 1950s-60s, with significant growth in countries like Japan and the USA, leading to the emergence of chain brands [3] - By 1990, the maternal and infant market in developed countries matured, prompting international brands to enter markets like China, where domestic brands also began to rise [3] - The future of maternal and infant products will see increased diversification and innovation in sales channels and models to meet modern consumer demands [3] Market Share Insights - According to Grand View Research, baby cosmetics and toiletries account for 33.5% of the global baby products market, driven by the importance of hygiene and convenience for parents [7] - Baby food holds a 25.3% market share, with demand driven by urbanization, busy work schedules, and increasing parental focus on nutrition [7] Demographic Trends - The number of women of childbearing age in China is on a declining trend, decreasing from 380 million in 2011 to 310 million in 2022, with projections indicating a further decline by 2025 [9][10]

Market Performance - On May 22, the three major A-share indices collectively adjusted, with the Shanghai Composite Index falling by 0.22% to 3380.19 points, the Shenzhen Component Index dropping by 0.72% to 10219.62 points, and the ChiNext Index decreasing by 0.96% to 2045.57 points [1] Fund Manager Changes - In the past 30 days (April 22 to May 22), a total of 480 fund products experienced changes in fund managers, with 22 fund products announcing manager departures on May 22 alone [3] - The reasons for the changes included two managers leaving due to job changes, one due to personal reasons, and one due to product expiration [3] Fund Manager Performance - The current total asset scale of the fund manager Lou Huafeng from Industrial Bank is 2.079 billion yuan, with the highest return product being Silver River Quantitative Preferred Mixed A, which achieved an 88.18% return over 4 years and 42 days [4] - New fund manager Yan Peixian from China Europe Fund has a total asset scale of 12.365 billion yuan, with the highest return product being China Plus Pure Bond One Year A, which achieved an 87.82% return over 10 years and 49 days [5] Fund Research Activity - In the past month (April 22 to May 22), Bosera Fund conducted the most company research, engaging with 145 listed companies, followed by Jiashi Fund, Huaxia Fund, and Fortune Fund, which researched 133, 132, and 125 companies respectively [6] - The most researched industry was specialized equipment, with 658 instances, followed by medical devices with 637 instances [6] Recent Company Focus - In the last week (May 15 to May 22), the company receiving the most attention from funds was Bozhong Precision Engineering, with 48 fund institutions conducting research [8] - Other companies with significant research interest included Huagong Technology, Keli Co., and Huadong Pharmaceutical, receiving 37, 35, and 30 fund institution inquiries respectively [8]

Core Viewpoint - The market experienced fluctuations with the North Stock Exchange 50 index dropping over 4%, while several bank stocks, including Pudong Development Bank, reached historical highs [1] Market Overview - The Shanghai and Shenzhen markets had a half-day trading volume of 719.4 billion, a decrease of 31.8 billion compared to the previous trading day [1] - Overall, the market saw more declines than gains, with 4,100 stocks falling [1] Sector Performance - Bank stocks showed resilience, with Pudong Development Bank and others hitting historical highs [1] - Military industry stocks experienced a surge, with Guorui Technology hitting the daily limit [1] - Data center power concept stocks also saw a rise, with Zhongheng Electric reaching the daily limit [1] - In contrast, new consumption concept stocks collectively fell, with Kexin Co. dropping over 10% [1] Index Performance - By the end of the trading session, the Shanghai Composite Index remained unchanged at 0.00%, while the Shenzhen Component Index fell by 0.28% and the ChiNext Index decreased by 0.44% [1]

Industry Overview - The adult incontinence products industry in China is at the end of the introduction phase and the beginning of the explosive growth phase, with a penetration rate of approximately 8%-10%, indicating significant growth potential compared to international markets [1] - Long-term care insurance policies are expected to accelerate market expansion, with projections suggesting that the penetration rate could reach 50% within the next decade [1] Company Insights - Reliable Co., the leading domestic brand in the adult incontinence market, is adjusting its channel strategy to strengthen B2B operations and online user engagement, while launching a new brand, "Anurse," to seize government procurement opportunities related to long-term care insurance [1] - The pricing landscape for adult diapers in China is chaotic, with the presence of ultra-low-end products; price increases will depend on the advancement of long-term care insurance and enhanced market regulation [1] - In contrast to the first brands in Europe, the U.S., and Japan, which hold over 50% market share, the concentration trend in the Chinese market is becoming more pronounced, with Reliable Co. positioned as the top local brand [1] - The company is optimizing costs through measures such as smart factories and raw material substitution, with future growth drivers identified as the implementation of long-term care insurance policies, brand recognition enhancement, and international expansion [1]

Report Summary 1. Reported Industry Investment Rating No relevant content provided. 2. Core Viewpoints of the Report - The adult incontinence products industry in China is at the end of the introduction period and the beginning of the explosion period, with a penetration rate of about 8%-10%, and there is still significant room for growth compared to international markets [19]. - The long - term care insurance (both TOG and TOC) is expected to promote the industry. The TOG part may lead to a penetration rate of up to 50% within 10 years, and the TOC part shows an increasing demand for brand - building [20][22]. - Reliable Co., Ltd. has made strategic adjustments in product and channel planning, aiming to become the absolute number one in the Chinese adult incontinence field [22]. - The price of adult incontinence products in China is in a state of chaos, and the price is expected to increase with the advancement of long - term care insurance and strengthened market supervision [23][24]. - The industry concentration is increasing, and domestic brands like Reliable have the potential to replicate the success of overseas leading brands [25]. - Although the company's business has been under short - term pressure, it has optimized profitability through cost reduction and efficiency improvement, and is expected to achieve significant growth in the next 3 years [26]. 3. Summary by Questions Question 1: Growth level and industry ceiling of the adult incontinence products industry - The industry in China is at the end of the introduction period and the beginning of the explosion period, with a penetration rate of 8% - 10%, while in Europe, America, and Japan, the penetration rates are 60% and 80% respectively [19]. - The potential of the medium - and mild - incontinence population has not been fully explored [19]. Question 2: The promoting effect of long - term care insurance on the industry - TOG: Referring to Japan's experience, China's long - term care insurance is expected to lead to a penetration rate of up to 50% within 10 years after national promotion [20]. - TOC: The current buyers are mainly relatives of the elderly, with a high proportion of online channels. There is an increasing demand for brand - building and user - service enhancement [22]. Question 3: Product and channel planning in the next three years - Channels: Shifted from dealer - and store - based sales to TOB business, entered hospitals and elderly care institutions, and established a user - operation department for online business [22]. - Brands: Launched the Anhu shi brand targeting cost - effective consumers, and strengthened the positions of Reliable and Xishoubao [22]. - TOG business: Seize government procurement opportunities including long - term care insurance [22]. - Supply chain: Invested in companies like Guangxi Hanggang three years ago to form a closed - loop supply chain [22]. Question 4: Price level and price - increasing potential - The price band in China is chaotic, including high - end, mid - high - end, mid - low - end, and ultra - low - end products. About 210 million pieces of sub - standard products were exposed in 315 this year, accounting for nearly 30% of the market [23]. - In Japan, there are only high - end and mid - high - end products. The price in China is expected to increase with the advancement of long - term care insurance and strengthened market supervision [24]. Question 5: Current competitive landscape and brand concentration - In Europe, America, and Japan, the market share of the first - ranked brand exceeds 50%. Reliable is the leading domestic brand and plans to expand overseas [25]. - The industry concentration is increasing, and domestic brands have the potential to follow the path of overseas leading brands [25]. Question 6: Company's profitability and future growth points - The company's business has been under short - term pressure due to factors such as a decrease in the elderly population and birth rate [26]. - Profitability has been optimized through cost reduction and efficiency improvement, and the optimization of the mother - and - baby segment [26]. - The company is expected to achieve significant growth in the next 3 years with the implementation of long - term care insurance policies, enhanced brand recognition, and overseas expansion [26].

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 16.1 CNY per share [2][8]. Core Views - The company has optimized its cost structure and accelerated the cultivation of its own brand, leading to significant profit growth. In 2024, the company achieved revenue of 1.08 billion CNY, a slight decrease of 0.3% year-on-year, while the net profit attributable to the parent company increased by 54.4% to 30 million CNY [2][4]. - The first quarter of 2025 showed a revenue of 280 million CNY, a decrease of 1.0% year-on-year, but the net profit attributable to the parent company increased by 1.4% to 20 million CNY [2][4]. Financial Summary - **2024 Financial Performance**: - Total revenue: 1,079 million CNY - Net profit attributable to the parent: 31 million CNY - Earnings per share: 0.11 CNY - Gross margin: 20.8%, up 3.1% year-on-year [4][9]. - **2025-2027 Projections**: - Expected revenue growth: 1,152 million CNY in 2025, 1,256 million CNY in 2026, and 1,393 million CNY in 2027, with year-on-year growth rates of 6.8%, 9.0%, and 10.9% respectively [4][9]. - Projected net profit attributable to the parent: 32 million CNY in 2025, 51 million CNY in 2026, and 68 million CNY in 2027, with growth rates of 3.5%, 59.6%, and 32.1% respectively [4][9]. - **Cost Structure**: - The company has improved its gross margin through increased procurement from joint ventures, leading to a gross margin of 24.3% in Q1 2025, up 3.9 percentage points year-on-year [2][4]. Product Performance - In 2024, the company’s product segments showed varied performance: - Adult incontinence products: Revenue of 558 million CNY, down 1.33% year-on-year - Baby care products: Revenue of 416 million CNY, up 6.82% year-on-year - Pet hygiene products: Revenue of 69 million CNY, down 22.48% year-on-year [2][8]. - The company launched several new products in 2024, generating nearly 40 million CNY in sales, indicating a focus on expanding its product matrix [2][8].

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 16.1 yuan per share [2][8]. Core Insights - The company reported a revenue of 1.08 billion yuan and a net profit attributable to shareholders of 30 million yuan for 2024, showing a slight revenue decline of 0.3% year-on-year but a significant net profit increase of 54.4% [2][4]. - In Q1 2025, the company achieved a revenue of 280 million yuan, with a net profit of 20 million yuan, reflecting a 1.0% decline in revenue but a 1.4% increase in net profit year-on-year [2][4]. - The company continues to optimize its cost structure and accelerate the cultivation of its own brand, with a focus on adult incontinence products, baby care, and pet hygiene products [2][8]. Financial Performance Summary - For 2024, the total revenue is projected to be 1,079 million yuan, with a year-on-year growth rate of -0.3%. The net profit is expected to reach 31 million yuan, with a growth rate of 54.4% [4][9]. - The company anticipates revenue growth of 6.8% in 2025, reaching 1,152 million yuan, and a net profit of 32 million yuan, with a growth rate of 3.5% [4][9]. - The gross margin for 2024 is reported at 20.8%, an increase of 3.1 percentage points year-on-year, attributed to improved cost structure [8][9]. Product and Market Development - The company has developed a range of new products, including specialized series for institutions and seasonal products, with new product sales expected to approach 40 million yuan in 2024 [8]. - During the Double Eleven shopping festival, the company's own brand adult diapers achieved an online GMV exceeding 70 million yuan, with a year-on-year growth of over 20% [8]. Future Projections - The company is expected to achieve net profits of 32 million yuan in 2025, 51 million yuan in 2026, and 68 million yuan in 2027, with corresponding P/E ratios of 127, 80, and 60 [8][9].

Market Overview - The adult incontinence products industry in China is at the end of the introduction phase and the beginning of the explosive growth phase, with a penetration rate of approximately 8%-10% [1] - Compared to international markets, where penetration rates reach 60% in Europe and the US, and 80% in Japan, there is significant growth potential in China [1] - The primary user group currently consists of individuals with severe incontinence, but there is untapped potential among those with moderate and mild incontinence [1] Policy Impact - The introduction of long-term care insurance (TOG and TOC) is expected to accelerate market expansion, with a projected penetration rate of 50% within 10 years following nationwide promotion after 2024 [1][2] - Historical data from Japan shows that after the implementation of care insurance, the penetration rate of adult diapers increased from 10% in 1990 to 80% in 2005 [1] Product and Channel Strategy - The company has shifted its sales strategy from relying on distributors and physical stores to focusing on B2B business, targeting hospitals and elderly care institutions, with over 10,000 institutions engaged [2] - Online channels are increasingly important, with a new brand targeting cost-conscious consumers launched on platforms like Pinduoduo, showing promising sales growth [2] - The company is enhancing user engagement through improved service offerings and targeted marketing strategies [2] Pricing and Market Dynamics - The adult diaper market in China is fragmented into four price segments: high-end, mid-high, mid-low, and ultra-low, with the ultra-low segment facing quality issues [3] - Approximately 21 billion low-quality diapers, accounting for nearly 30% of the market, have been identified, indicating a need for regulatory improvements [3] - Price increases are anticipated due to the push for long-term care insurance and stricter market regulations [3] Competitive Landscape - In mature markets like the US and Japan, leading brands hold over 50% market share, while the leading domestic brand in China, Reliable, is positioned to compete internationally [4] - The industry is experiencing a trend towards increased concentration, with local brands expected to replicate the success of overseas leaders [4] Financial Performance and Growth Outlook - The company faces short-term challenges due to demographic shifts, including a declining birth rate and aging population [6] - Cost optimization measures, such as the use of smart factories and alternative raw materials, are being implemented to enhance profitability [6] - Future growth is anticipated from the rollout of long-term care insurance, increased brand recognition, and international expansion [6]

Summary of Conference Call on Reliable Co. and Adult Incontinence Products Market Industry Overview - The adult incontinence products market in China has significant potential, with a current penetration rate below 10%, compared to 60% in Europe and the US, and 80% in Japan. The market is expected to grow to around 50% over the next decade due to aging population and the nationwide promotion of long-term care insurance starting in 2025 [2][3][5]. Key Points and Arguments - **Long-term Care Insurance Impact**: The introduction of long-term care insurance is a crucial factor for market growth. Japan's experience shows that such insurance can significantly increase market penetration from 10% to 60% over 15 years. China's government plans to implement this insurance nationwide, which is expected to positively impact the adult incontinence products market [2][4][5]. - **Reliable Co.'s Market Position**: Reliable Co. is positioned as a market leader, leveraging brand development and channel strategies, particularly excelling in e-commerce. The company has made strategic adjustments in channel transformation, user operations, and digital marketing, which have shown growth effects in the 2024 annual report [2][6][11]. - **Consumer Behavior**: The market features a separation between users and purchasers, with online channels being significant. Consumers demand high quality, and brand recognition is gradually increasing. Membership user operations can enhance customer loyalty [2][8]. - **Market Pricing Dynamics**: The adult diaper market in China is characterized by chaotic pricing with many low-quality products. The promotion of long-term care insurance and market standardization is expected to phase out low-end products, leading to a shift towards quality and branding [2][12][13]. Additional Important Insights - **Strategic Planning**: Reliable Co.'s strategic planning for the next three years includes adapting to post-pandemic consumer behavior, channel transformation towards direct services, user operations to attract new customers, and increased digital marketing efforts [9][10]. - **Competitive Advantage**: Reliable Co. holds a competitive edge in government procurement and long-term care insurance sectors, supported by strategic supply chain investments. The company aims to become the absolute leader in the down-market segment [4][11]. - **Challenges for SMEs**: As the industry standardizes, small and medium enterprises may face challenges due to strict quality regulations, which could lead to market exit for those unable to meet standards [14]. - **International Expansion Plans**: Reliable Co. plans to expand internationally, targeting developed countries for adult incontinence products and developing countries for baby diapers and sanitary pads, leveraging its competitive product quality and flexible manufacturing capabilities [17]. - **Profitability Outlook**: After a period of low profitability due to various factors, the company anticipates significant growth in sales and profits over the next three years, driven by improved operational efficiency and cost control measures [18][19].