兴业证券股份有限公司 关于青木科技股份有限公司 2025 年持续督导培训情况报告 为了进一步提高青木科技股份有限公司（以下简称"青木科技"或"公司"） 上市后规范运作水平，促进公司的健康发展，兴业证券股份有限公司（以下简称 "兴业证券"或"保荐机构"）特对青木科技控股股东、实际控制人、董事和高 级管理人员等进行了相关培训。现将培训情况汇报如下： | 培训时间 | 年 日 12 12 | 月 2025 | | --- | --- | --- | | 培训地点 | 线上培训 | | | 培训主题 | 上市公司治理准则、上市公司信息披露管理办法及募集资金相关规则 | | | | 等持续监管规则 | | | 培训讲师 | 保荐代表人 林悦 | | | 参训人员 | 控股股东、实际控制人、董事和高级管理人员等 | | 一、培训主要内容 本次培训内容主要介绍 2025 年以来新修订法规主要内容，并重点介绍《上 市公司治理准则》《上市公司信息披露管理办法》和募集资金新规的修订内容及 对上市公司的影响。本次培训重点结合最新规定及相关案例，对相关内容进行了 讲解，同时对相关人员的提问进行解答和交流。 二、培训效果情况 通过本次 ...

中国总代理权（持股100%）： Vitalis 旗下Noromega 品牌在国内的总代理权。①挪威高端膳食补充剂品 牌，核心主打北极圈原生态天然原料，核心成分包含海豹油、鱼油、虾青素、辅酶Q10 等，②王牌单品 海豹油胶囊、虾青素胶囊，已连续五年蝉联天猫国际海豹油、虾青素类目的 Top1。 投资建议：本次重磅收购Vitalis，获得品牌全供应链及中国区的总代理权，品牌孵化管理业务再进一 步；当前品牌孵化管理业务已有覆盖女性护理＆保健品的多品牌矩阵，同时公司已与Dermofarm 正式签 署战略合作协议，关注后续双方有望进一步深化合作带来的增量变化。同时公司作为AI首批生态Agent 合作服务商重点投入已有成效落地，AI+应用有望助力公司提升份额＆降本增效提升盈利水平，关注公 司品牌管理孵化与AI+应用双轮驱动经营拐点的机会。 风险提示：新品牌放量不及预期；消费复苏不及预期；行业竞争加剧 事件：公司公告全资子公司青木新加坡拟合计斥资3 亿挪威克朗（约2.12 亿元人民币）收购Vitalis 65.83%股权并成为其控股股东：以1.5亿NOK 收购股权49.07%及1.5 亿NOK 认购新股32.8%方式；股权 ...

Group 1: Industry Changes - Aoki Technology Holdings is acquiring 65.83% of Norway's Vitalis for approximately 212 million RMB (30 million NOK), with the deal expected to close in 2026. Post-acquisition, Aoki will gain exclusive distribution rights for Vitalis's high-end dietary supplement brand Noromega in China, which has been a top seller on Tmall International for five consecutive years. Vitalis has committed to a net profit of no less than 22 million RMB in 2025, with a target of at least 35% year-on-year growth in 2027 and 2028 [1] - Jinbo Bio has received a registration certificate for its recombinant collagen injection in the Philippines, marking another international expansion after obtaining a similar certificate in Vietnam. The product is aimed at facial dermal filling for dynamic wrinkles and is classified as a high-risk D class medical device. This expansion aligns with the company's growth strategy and its aim to enter the "collagen+" era [2] - Longfeng Group has submitted a listing application to the Hong Kong Stock Exchange, potentially becoming the first "Hong Kong stock cosmetics store." The group operates 29 stores in Hong Kong and has over 600 suppliers, with revenue projected to grow from 1.094 billion HKD to 2.461 billion HKD from FY2023 to FY2025, reflecting a compound annual growth rate of 50% [3] Group 2: Market Insights - The overall consumer sector is currently in a valuation trough, with opportunities for recovery as the market adjusts. Key areas of focus include personal care and health sectors, particularly in health supplements and women's care, with companies like Aoki Technology and Weiyu Chen being highlighted [4] - The Double 11 shopping festival is expected to see intensified competition, with a focus on strong alpha beauty brands such as Mao Ge Ping and Shangmei Shares [4] - There is a potential turning point for upstream performance, with some upstream companies showing signs of recovery due to improved downstream demand and capacity adjustments. Companies like Qingsong Shares and Jiega Shares are under observation [4] - The AI+ operational model is gaining traction, with Alibaba's launch of the Qianwen AI application expected to deepen its integration into e-commerce, presenting investment opportunities in companies like Yiwang Yichuang and Aoki Technology [4] - The medical aesthetics sector is being closely monitored for new product commercialization, with companies like Ruiri Medical Technology and Jinbo Bio being of particular interest [4] Group 3: Retail Sector Updates - Chow Tai Fook reported a revenue of 38.99 billion HKD for FY26H1, a decrease of 1.1%, while operating profit increased by 0.7% to 6.82 billion HKD [5] - Luk Fook Holdings saw a revenue increase of 25.6% to 6.84 billion HKD for FY26H1, with operating profit rising by 45.4% to 780 million HKD [5] - Alibaba's FY26Q2 revenue reached 247.8 billion HKD, up 4.8%, but net profit dropped by 52.1% to 20.99 billion HKD. The strong performance of Alibaba Cloud and the launch of the C-end AI application are noteworthy [6] - Baozun E-commerce reported a revenue growth of 4.8% to 2.16 billion HKD, but its net loss expanded to 107 million HKD [7] - The Ministry of Industry and Information Technology, along with five other departments, released a plan to enhance the adaptability of consumer goods supply and demand, aiming for significant improvements by 2027 [8]

Investment Rating - The report gives a "Buy" rating for the cosmetics and medical beauty industry, highlighting potential growth opportunities in the sector [4][13]. Core Insights - The cosmetics and medical beauty sector is currently underperforming compared to the market, with the Shenwan Beauty Care Index rising by only 0.5% from November 21 to November 28, 2025, which is lower than the overall market performance [5][4]. - The sixth China Cosmetics Annual Conference emphasized the importance of multi-brand globalization and AI empowerment for future development, with industry leaders discussing strategies for growth and market adaptation [10][4]. - The report anticipates that domestic brands will thrive during the industry's consolidation phase, leveraging innovation and consumer demand to drive growth [11][4]. Summary by Sections Industry Performance - The cosmetics and medical beauty sector has shown weak performance, with the Shenwan Cosmetics Index increasing by 1.4%, which is 1.6 percentage points lower than the Shenwan A Index [5][4]. - Key stocks in the sector include Yanjiang Co. (+22.0%), Mingchen Health (+17.9%), and Lihe Technology (+9.9%) [6][4]. Market Trends - The report identifies trends such as the need for brands to localize when expanding internationally, the role of AI in upgrading the industry, and the focus on men's skincare and body care segments [10][4]. - The medical beauty market is expected to see growth driven by new products and consumer demand, despite some economic pressures [12][4]. Company Analysis - Qingmu Technology is highlighted as a leading player in the full-service e-commerce operation sector, with a strong focus on data and technology to drive growth [16][4]. - The report notes that the company has shown significant revenue growth, with projected revenues of 15.1 billion, 19.0 billion, and 23.4 billion yuan for 2025-2027, respectively [19][4]. Investment Recommendations - Recommended stocks include brands with strong channel and brand matrices such as Maogeping, Shuangmei, and Proya, as well as companies in the medical beauty sector like Aimeike [13][4]. - The report suggests focusing on companies with strong R&D capabilities and a broad product pipeline, particularly in the medical beauty segment [13][4].

Core Insights - The report highlights Qingmu Technology (青木科技) as a leading expert in full-domain operation services and brand incubation, driven by data and technology [2][4][14] - The company has established a high-synergy business model encompassing operation services, brand incubation, and technical solutions, serving well-known brands across various sectors [2][4][14] - Financial projections indicate significant revenue growth, with expected revenues of 15.1 billion, 19.0 billion, and 23.4 billion yuan for 2025 to 2027, representing year-on-year growth rates of 30.5%, 26.5%, and 23.0% respectively [4][14] Company Overview - Qingmu Technology was founded in 2009 and has focused on e-commerce operation since 2011, building a comprehensive service model that includes operation, brand incubation, and technology solutions [2][14] - The company has a stable ownership structure, with founders holding 39% of the shares, and a management team with over ten years of industry experience [2][14] - Revenue for 2024 and the first half of 2025 is projected at 1.15 billion and 670 million yuan, with year-on-year growth rates of 19.2% and 22.75% respectively [2][14] Competitive Advantages - Qingmu Technology's competitive edge lies in its data, technology, and brand matrix, which collectively enhance its operational value [3][4][14] - The data layer includes services across major platforms like Tmall, JD.com, Douyin, and Xiaohongshu, allowing the company to accumulate extensive user behavior and transaction data [3][14] - The technology layer features proprietary systems such as the Qingling AI platform and CRM, which streamline operations and reduce costs [3][14] Business Model and Growth Strategy - The company is expanding its service model from a single service fee to a combination of service fees, distribution price differences, and equity returns, thus sharing in brand growth [4][14] - Qingmu Technology is diversifying its product categories beyond apparel to include trendy toys, beauty products, health consumer goods, and pet food, enhancing its growth potential [4][14] - The company aims to maintain its status as a top service provider on platforms like Tmall and Douyin while increasing its international operations, particularly in Southeast Asia [4][14] Financial Projections - The report forecasts a steady increase in net profit, with expected figures of 1.31 billion, 1.85 billion, and 2.59 billion yuan for 2025 to 2027, reflecting growth rates of 45.2%, 40.4%, and 40.4% respectively [4][14] - The projected price-to-earnings (PE) ratios for the same period are 50, 35, and 25 times, indicating a favorable valuation outlook [4][14]

Core Viewpoint - Qingmu Technology, a leading domestic internet e-commerce service provider, is enhancing its market competitiveness through a significant acquisition in the health sector by acquiring 65.83% of Vitalis Pharma AS for 2.12 billion RMB [2][3]. Acquisition Details - The acquisition will be executed by Qingmu's wholly-owned subsidiary, Qingmu PTE. LTD., in two steps: purchasing 49.0662% of Vitalis for approximately 1.06 billion RMB and subscribing to 32.9157% of newly issued shares for the same amount [3]. - Vitalis, established in 2005 in Oslo, Norway, specializes in high-end dietary supplements, including products like seal oil, fish oil, astaxanthin, and coenzyme Q10 [3]. Financial Performance of Vitalis - Vitalis reported revenues of 151.43 million NOK and 97.94 million NOK for 2024 and the first half of 2025, respectively, with net profits of 28.55 million NOK and 23.31 million NOK [4]. - The profit target for Vitalis in 2025 is set at no less than 31 million NOK [4]. Performance Commitments - The acquisition includes performance commitments, requiring Vitalis to achieve a net profit of at least 41.85 million NOK by 2027 and 56.50 million NOK by 2028, representing a growth of no less than 35% year-over-year [5]. - The acquisition price of 300 million NOK is expected to create significant goodwill, which carries a risk of impairment [5]. Strategic Goals - The acquisition aims to implement the company's brand incubation and management strategy, enhancing its capabilities in brand management, product development, and supply chain management in the health sector [5]. - Qingmu Technology plans to increase investments in brand incubation and management, focusing on health consumer products through various strategies, including joint ventures and acquisitions of overseas brands [5]. Revenue Growth - In the first half of 2025, Qingmu's brand incubation and management business generated approximately 230 million RMB, marking an 86.5% year-over-year increase, with its contribution to overall revenue rising from 22.9% to 34.8% [6]. - The brands Cumlaude Lab and ZUCCARI significantly contributed to this revenue growth, achieving over 70% and 95% year-over-year increases, respectively [6]. Overall Company Performance - For the first three quarters of 2025, Qingmu Technology reported revenues of 1.021 billion RMB, a 26.34% increase year-over-year, and a net profit of 79.62 million RMB, up 10.22% [7]. - The company's gross margin has improved significantly, reaching 56.33% in the first three quarters of 2025, up 5.25 percentage points from the same period in 2024 [8].

Group 1 - Huafeng Co., Ltd. announced a stock suspension due to a potential change in control after signing a share transfer intention agreement [1] - Keshida plans to reduce its shareholding by up to 424,000 shares, representing 0.07% of its total share capital [1] - Jinqilin intends to distribute a cash dividend of 0.10 yuan per share, totaling 19.61 million yuan [1] Group 2 - Rejingshi Biotech has repurchased 904,100 shares, accounting for 0.98% of its total share capital, with a total expenditure of 150 million yuan [2] - Yishitong has repurchased 1,236,500 shares, representing 0.619% of its total share capital, with a total expenditure of approximately 33.49 million yuan [2] Group 3 - Hanjia Design announced the release of a detention on its subsidiary's chairman, allowing him to resume duties [4] - Qingmu Technology plans to acquire 65.83% of Vitalis Pharma AS for 300 million Norwegian Krone (approximately 212 million yuan) [4] - Anda Intelligent's shareholder plans to reduce its stake by up to 2.74% [4] Group 4 - Wansheng Intelligent is a candidate for a project with a pre-bid amount of approximately 42.99 million yuan, representing 4.56% of its audited revenue for 2024 [4] - Yipin Hong received a drug registration certificate for a medication used to treat Alzheimer's symptoms [4] Group 5 - *ST Sansheng received a total of 254 million yuan from restructuring investors [4] - Haichuang Pharmaceutical received approval for clinical trials of HP518 tablets for advanced prostate cancer treatment [4] Group 6 - Ningbo Huaxiang's subsidiary plans to invest 5 million yuan in a venture capital fund focusing on intelligent industries [4] - Petty Co. plans to repurchase shares worth 50 to 70 million yuan [4] Group 7 - Tongji Technology's subsidiary won a construction project with a bid price of 866 million yuan [4] - Prolo Pharmaceutical received a drug registration certificate for a generic drug [4] Group 8 - Jingyan Technology plans to use up to 1.6 billion yuan of idle funds for financial management [4] - Furan De received government subsidies totaling 34.65 million yuan [4] Group 9 - David Medical's subsidiary's medical device registration has been accepted [4] - Jusaylong plans to increase its subsidiary's capital by 170 million yuan through debt-to-equity conversion [4] Group 10 - Heng Rui Pharmaceutical's application for a drug license has been accepted by the National Medical Products Administration [4] - Lege Co. plans to increase its stake in the company by 40 to 80 million yuan [4] Group 11 - New Beiyang's subsidiary won a project with the Bank of Communications [4] - Jiangxi Changyun plans to publicly transfer land use rights and buildings with a starting price of 7.79 million yuan [4] Group 12 - Shenqi Pharmaceutical's subsidiary has paid approximately 16.67 million yuan in tax and penalties [4] - Panjiang Co. plans to invest 1.334 billion yuan in a power plant project [4] Group 13 - Fashilong's vice president resigned for personal reasons [4] - Chunxue Food received government subsidies of 3.79 million yuan [4] Group 14 - China Galaxy completed the repayment of a short-term financing bond totaling 3.025 billion yuan [4] - Jiuzhou Pharmaceutical received approval for a chemical raw material drug [4] Group 15 - Longqi Technology's subsidiary plans to invest 30 million yuan in a venture capital fund [4]

Summary of Aoki Technology's Conference Call Company Overview - **Company**: Aoki Technology - **Acquisition Target**: Omega Brand - **Acquisition Amount**: Approximately 200 million RMB for 65.83% stake Key Points Industry and Market Potential - The health supplement industry in China is projected to reach a total market size of approximately 400 to 450 billion RMB in 2024, with an annual growth rate of 15% to 20% [6][12] - The fish oil segment is particularly strong, with online sales reaching 8.2 billion RMB from January to October 2025, representing a 36% year-on-year growth [6] Acquisition Details - Aoki Technology will acquire Omega Brand through a two-step process: purchasing existing shares and increasing capital, totaling 150 million Norwegian Krone (approximately 100 million RMB) [3][8] - The valuation is based on a 10.8 times price-to-earnings ratio for 2024 net profit, which is expected to become more attractive with a projected annual growth rate of over 35% [2][8] Financial Impact - The acquisition is expected to add over 500 million RMB to Aoki's annual profits, with a net profit margin anticipated to exceed 10% [2][9] - Aoki aims for Omega Brand to achieve over 1 billion RMB in revenue by 2027-2028, with a target of 35% growth compared to 2025 [4][12] Strategic Integration - Aoki plans to enhance Omega's supply chain, improve R&D capabilities, and expand into global markets [10] - The company will leverage existing online and offline channels, aiming for a balanced sales distribution between both [11] Product Development and Marketing - Aoki will focus on extending product lines around seal oil, fish oil, and astaxanthin, targeting cardiovascular health and expanding into brain health and eye care [11][16] - The company intends to utilize its marketing resources and consumer insights to support the new brand's growth [26] Competitive Advantages - Aoki has a strong position in the seal oil market due to its close relationships with upstream suppliers, which provides a competitive edge [13][15] - The company plans to differentiate itself in the health supplement sector by enhancing R&D for various products [15] Future Outlook - Aoki's current market share in China is approximately 80%, with plans to expand into Southeast Asia, Europe, and the Americas [14] - The company expects to see an increase in net profit margins as brand scale effects become more pronounced, with a projected net profit margin exceeding 25% [22][28] Operational Strategy - The new acquisition will be operated independently by Aoki's wholly-owned subsidiary, with expectations of significant revenue contributions in the coming years [24][25] - Aoki is also considering expanding into health food products in the long term, while focusing on existing supplement lines in the short term [17] Sales Performance - During the Double Eleven shopping festival, Aoki achieved a sales completion rate of over 100%, with a lower return rate compared to the previous year [23] This summary encapsulates the strategic direction, financial implications, and market positioning of Aoki Technology following its acquisition of Omega Brand, highlighting the company's growth potential in the health supplement industry.

Group 1: MSCI Index Adjustment - MSCI announced the results of the index review for November 2025, with adjustments effective after the market close on November 24, 2025, including the addition of 26 Chinese stocks and the removal of 20 stocks [1] Group 2: Personal Pension Products - The Ministry of Finance and the People's Bank of China announced that electronic savings bonds will be included in the personal pension product range to support the development of a multi-tiered pension insurance system [2] Group 3: Hard Technology Funds - Sixteen hard technology-themed funds were approved on the same day, including seven AI ETFs, three chip ETFs, four chip design ETFs, and two actively managed technology funds, involving multiple fund management companies [3] Group 4: Solid-State Battery Production - The first large-capacity all-solid-state battery production line in China has been completed, capable of mass production of automotive-grade solid-state batteries with energy density nearly double that of existing batteries, aiming for small batch vehicle testing by 2026 [4] Group 5: Upcoming Financial Reports - Alibaba and Meituan are set to release their financial reports on November 25 and November 28, respectively, along with reports from leading electric vehicle companies Li Auto and NIO [5] Group 6: Huawei Product Launch - Huawei will hold a product launch event on November 25, introducing the Mate 80 series and other new products, potentially featuring the new Kirin 9030 chip [6] Group 7: Federal Reserve Economic Report - The Federal Reserve will release its Beige Book this week, with expectations of interest rate decisions from the New Zealand and South Korean central banks, and the European Central Bank will publish the minutes from its October monetary policy meeting [7] Group 8: Company Announcements - Shanshi Network Technology expects to achieve large-scale sales of its new generation security products equipped with ASIC chips by Q1 2026 [9] - Zhongjin Lingnan plans to acquire a 6.7784% stake in Zhongjin Copper and a 10.3333% stake in Zhongjin Rongsheng for a total of 742 million yuan [10] - Jinfeng Technology is planning to acquire at least 51% of Guangdong Lanyuan Technology to enhance its growth and profitability [11] - Nenghui Technology signed a contract for a new energy power battery assembly with an estimated total price of 100 million yuan [12] - JinkoSolar announced the mass production of its Tiger Neo 3.0 module, achieving a production efficiency of over 24.8% and a total order of 15GW [13] - Qingmu Technology's subsidiary plans to acquire control of Vitalis to strengthen its position in the health supplement market [15] - Jiahua Technology is planning to acquire a controlling stake in Shudun Technology, with stock suspension starting November 24, 2025 [16] Group 9: Market Insights - According to Zhao Shang Securities, the market remains cautious due to weak trading signals and mixed fundamental indicators, maintaining a wait-and-see approach [19] - CITIC Securities notes the market is in a "three-phase overlap" and suggests waiting for key economic meetings in December before making significant moves [20]

Key Points - MSCI announced the inclusion of 26 new Chinese stocks and the removal of 20 stocks from the MSCI China Index, effective after the market close on November 24, 2025 [2] - The Ministry of Finance and the People's Bank of China have included electronic savings bonds in the scope of personal pension products to support the development of a multi-tiered pension insurance system [3] - Sixteen hard technology-themed funds have been approved, including seven AI ETFs and three chip ETFs, indicating an influx of capital into the sector [4] - The first large-capacity all-solid-state battery production line in China has been completed, with plans for small-scale production tests and a target for mass production between 2027 and 2030 [5] - Alibaba and Meituan are set to release their financial reports on November 25 and November 28, respectively, along with reports from leading electric vehicle companies [6][7] - The Federal Reserve will release its Beige Book this week, with expectations of interest rate decisions from New Zealand and South Korea [8] Company News - Hillstone Networks expects to achieve large-scale sales and product delivery of its new generation security products equipped with ASIC chips by Q1 2026 [10] - Zhongjin Lingnan plans to acquire a 6.7784% stake in Zhongjin Copper and a 10.3333% stake in Zhongjin Rongsheng for a total consideration of 742 million yuan [11] - Jinfeng Technology is planning to acquire at least a 51% stake in Guangdong Lanyuan Technology, which will enhance its growth and profitability [12] - Nenghui Technology signed a contract for a new energy power battery assembly with an estimated total price of 100 million yuan [13] - JinkoSolar announced the mass production of its Tiger Neo 3.0 module, achieving a production efficiency of over 24.8% and a total order of 15 GW [14] - Qingmu Technology's subsidiary plans to acquire control of Vitalis, enhancing its competitiveness in the health supplement sector [16] - Jiahua Technology is planning to acquire a controlling stake in Shudun Technology, with stock suspension expected [17] Market Insights - China Merchants Securities maintains a cautious outlook, citing weak trading signals and mixed fundamental indicators [19] - CITIC Securities notes the market is in a "three-phase overlap," suggesting a wait-and-see approach until key economic meetings in December [20]