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]

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]

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]

可靠股份 20250520 摘要 • 中国成人失禁用品市场潜力巨大，渗透率远低于欧美日等发达国家。随着 中国老龄化加速和长期护理险的全国推广，预计未来十年市场渗透率将显 著提升，从不到 10%增长至 50%左右。 • 长期护理险是推动市场发展的关键因素。借鉴日本经验，长期护理险的普 及能显著提高市场渗透率。中国自 2025 年起全国推广长期护理险，预计 将对成人失禁用品市场产生积极影响。 • 可靠股份作为行业龙头，通过自主品牌建设和渠道布局，在电商平台表现 出色。公司战略调整包括渠道转型、用户运营和数字营销投入，已在 2024 年年报中显示出增长效果。 • 成人失禁用品市场 ToC 端特点是使用者和购买者分离，线上渠道占比大， 消费者对品质要求高，品牌认知逐步建立。会员用户运营能提高用户忠诚 度。 • 中国成人纸尿裤市场价格带混乱，存在大量低价劣质产品。随着长期护理 险推进和市场规范化，低端产品将逐步淘汰，市场将向品质化、品牌化方 向发展。 目前中国成人失禁用品市场的渗透率是多少，未来发展潜力如何？ 中国成人失禁用品市场目前处于导入期的末端，爆发期的前端，整体市场渗透 率不足 10%。官方数据显示约为 6%， ...

Market Overview - The Shanghai Composite Index rose by 0.38% on May 20, with 27 out of the 28 sectors experiencing gains, led by the beauty and personal care sector, which increased by 2.50% [2] - The defense and military industry and coal sector were the only sectors to decline, with decreases of 0.50% and 0.33% respectively [2] Capital Flow Analysis - The main capital flow showed a net outflow of 1.037 billion yuan across the two markets, with 18 sectors seeing net inflows [2] - The electronics sector had the highest net inflow, amounting to 2.673 billion yuan, and it rose by 0.71% [2] - The pharmaceutical and biotechnology sector also performed well, with a daily increase of 1.64% and a net inflow of 1.555 billion yuan [2] Beauty and Personal Care Sector - The beauty and personal care sector saw a daily increase of 2.50%, with a net inflow of 268 million yuan [3] - Out of 31 stocks in this sector, 24 stocks rose, including 2 that hit the daily limit, while 6 stocks declined [3] - The top three stocks by net inflow were: - Reliable Co., with a net inflow of 115 million yuan and a price increase of 12.14% [3] - Yiyi Co., with a net inflow of 101 million yuan and a price increase of 10.02% [3] - Aimeike, with a net inflow of 78.9 million yuan and a price increase of 3.93% [3] Notable Stocks in Beauty and Personal Care Sector - The following stocks had significant capital flows: - Reliable Co. (12.14% increase, 31.85% turnover, 114.57 million yuan inflow) [4] - Yiyi Co. (10.02% increase, 17.90% turnover, 100.68 million yuan inflow) [4] - Aimeike (3.93% increase, 2.81% turnover, 78.90 million yuan inflow) [4] - Conversely, the stocks with the highest net outflows included: - Qingdao King (5.23% decrease, 27.12% turnover, 162.54 million yuan outflow) [4] - Qingsong Co. (1.50% decrease, 24.11% turnover, 54.19 million yuan outflow) [4] - Fulejia (10.77% increase, 16.50% turnover, 20.36 million yuan outflow) [4]