证券代码：301371 证券简称：敷尔佳 公告编号：2025-018 哈尔滨敷尔佳科技股份有限公司 2024 年年度股东会决议公告 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。 特别提示： 1、本次股东会不存在否决议案的情形。 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 3、召开方式：现场表决与网络投票相结合的方式。 4、召集人：公司董事会 5、主持人：公司董事长张立国先生 6、会议召开的合法、合规性：本次股东会的召集、召开及表决方式符合《中华 人民共和国公司法》《上市公司股东会规则》《深圳证券交易所创业板股票上市规 则》等有关法律、行政法规、部门规章、规范性文件和《公司章程》的有关规定。 1 （一）会议召开情况 1、召开时间 （1）现场会议召开时间：2025 年 5 月 14 日（星期三）下午 14:30。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 5 月 14 日的交易时间，即上午 9：15-9：25、9:30-11:30 和下午 13:00-15:00； 通过深圳证券交易所互联网投票 ...

北京市中伦（深圳）律师事务所 关于哈尔滨敷尔佳科技股份有限公司 2024 年年度股东会的 法律意见书 二〇二五年五月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing o • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 法律意见书 北京市中伦（深圳）律师事务所 关于哈尔滨敷尔佳科技股份有限公司 2024 年年度股东会的 法律意见书 致：哈尔滨敷尔佳科技股份有限公司 北京市中伦（深圳）律师事务所（下称"本所"）接受哈尔滨敷尔佳科技股 份有限公司（下称"公司"）的委托，指派律师出席公司 2024 年年度股东会（下 称"本次股东会"），并根据《中华人民共和 ...

Core Insights - The performance of domestic beauty companies in China is showing significant divergence, with some achieving remarkable growth while others face declines, indicating a reshaping of the market landscape [1][4][42] Group 1: Company Performance - Proya has become the first domestic beauty company to enter the 10 billion yuan club, with a revenue of 10.778 billion yuan, growing by 21.04% [2] - Other companies like Shangmei and Juzi Biological also reported substantial revenue increases of 62.08% and 57.17% respectively, while Shanghai Jahwa experienced a revenue decline of 13.93% [2][3] - Six beauty companies have revenues exceeding 5 billion yuan, suggesting that this threshold will soon become a significant benchmark for the top 10 domestic beauty brands [1] Group 2: Profitability Trends - Juzi Biological leads in profitability with a profit of 2.062 billion yuan, up 42.06%, while Proya's profit reached 1.552 billion yuan, growing by 30% [3] - In contrast, Shanghai Jahwa reported a loss of 833 million yuan, marking a 266.60% decline, highlighting the stark differences in profitability among companies [3][11] Group 3: Market Dynamics - The current market dynamics indicate a shift towards efficacy-driven products, with companies that successfully launched standout products seeing better performance [4][5] - The competition is intensifying, with new entrants emerging and established brands needing to adapt to changing consumer preferences and market trends [7][30] Group 4: R&D and Strategic Focus - Companies are increasingly focusing on R&D, with most reporting a rise in R&D expenditures, indicating a strategic shift towards innovation and efficacy [20][21] - The trend of acquisitions and investments in technology is becoming a key strategy for companies aiming to enhance market share and scale [23][24] Group 5: Emerging Opportunities - The male skincare market is growing rapidly, presenting new opportunities for brands to capture this segment [36] - The aging population is creating demand for products targeting older consumers, which remains largely untapped [39] - As online sales plateau, brands are shifting focus to offline channels, indicating a potential new battleground for market share [40]

Core Viewpoint - Harbin Fulejia Technology Co., Ltd. is demonstrating resilience and potential in the competitive medical beauty skincare market, focusing on precise consumer demand and diversified market expansion [2] Group 1: Market Performance - In 2024, Fulejia achieved operating revenue of 2.017 billion yuan, a year-on-year increase of 4.32% [2] - Online sales reached 1.108 billion yuan in 2024, growing by 20.03% year-on-year, with strong performance during promotional events [3] Group 2: R&D and Innovation - R&D expenses increased by 6.04% in 2024, with the number of R&D personnel growing by 114.81% [3] - The completion of a self-owned production base and the establishment of a Shanghai R&D center in 2024 signify a strengthened R&D capability [3] Group 3: Shareholder Returns and Strategic Adjustments - Fulejia announced its first dividend in May 2024, with plans for another before the Spring Festival in early 2025, aiming to enhance stock liquidity [4] - The company is optimizing sales channel structures and strengthening product pricing management for long-term sustainable development [4][5] Group 4: Competitive Advantage - The acquisition of Harbin Beixing Pharmaceutical Co., Ltd. has provided Fulejia with independent production capabilities, laying a solid foundation for long-term growth [5] - The company aims to leverage its comprehensive competitive advantages in R&D, products, branding, resources, and market to enhance its position in the medical beauty skincare sector [5]

1、访谈公司董事会秘书、财务负责人，了解公司治理和内部控制情况、2024 年度公司整体经营情况、信息披露情况、关联交易及其他关联方资金往来情况、 重大对外投资情况、募集资金使用情况等； 2、察看上市公司主要生产经营场所； 3、取得公司现行治理规则和内控制度等规则，核查公司章程、股东大会、 董事会、监事会议事规则等公司基本制度，查阅了股东大会、董事会及监事会决 议及记录； 中信证券股份有限公司 关于哈尔滨敷尔佳科技股份有限公司 2024 年度持续督导工作现场检查报告 | 保荐人名称：中信证券股份有限公司 | 被保荐公司简称：敷尔佳 | | | | | --- | --- | --- | --- | --- | | 保荐代表人姓名：鄢凯红 | 联系电话：010-6083 8304 | | | | | 保荐代表人姓名：范新亮 | 联系电话：010-6083 4190 | | | | | 现场检查人员姓名：鄢凯红、姜逸茵 | | | | | | 现场检查对应期间：2024 年 1 月 1 日-2024 | 年 12 月 31 日 | | | | | 现场检查时间：2025 年 4 月 14 日-2025 年 4 | ...

Core Viewpoint - Harbin Fulejia Technology Co., Ltd. (301371.SZ) has delivered a stable and impressive 2024 annual report amidst a challenging consumer environment in the cosmetics industry, showcasing systematic optimization in product strategy, R&D layout, and sales structure [1] Group 1: Business Performance - In 2024, the company achieved operating revenue of 2.017 billion yuan, a year-on-year increase of 4.32%, with medical device revenue at 853 million yuan, accounting for 42.28%, and cosmetic revenue at 1.164 billion yuan, growing by 7.49% and making up 57.72% [1] - The dual-driven strategy of "medical devices + functional skincare" is highlighted, with a balanced development pattern between the two sectors [1] Group 2: Product Development - The company launched over ten new functional skincare products, including "lactic acid oil-control mask" and "blue copper peptide soothing series," addressing various skincare needs such as whitening and anti-wrinkle [2] - The average price of self-developed skincare products in 2024 is approximately 34.82 yuan, aligning with the trend of consumer upgrading while emphasizing scientific ingredients and efficacy [2] Group 3: R&D and Innovation - R&D investment reached 34.82 million yuan in 2024, a year-on-year increase of 6.04%, with the Shanghai R&D center officially operational, enhancing the company's R&D capabilities [2] - The company has obtained 29 patent authorizations, including 7 invention patents, and is advancing clinical trials for III-class medical devices, indicating a strategic focus on the medical aesthetics sector [3] Group 4: Market Strategy - The company employs a "hit products + long-term iteration" strategy, with several products achieving over 100 million yuan in sales, such as "medical sodium hyaluronate repair patch" and "niacinamide whitening mask," maintaining stable growth [4] - The establishment of a sensory evaluation laboratory and collaboration with third-party research institutions for efficacy validation enhances brand credibility and consumer experience [4] Group 5: Long-term Vision - The company emphasizes a long-term development path centered on products and supported by technology, avoiding short-term explosive growth in favor of sustainable value creation [5] - As the demand for effective skincare becomes more scientific, segmented, and personalized, the company is evolving from a "hit product" model to a "brand cluster + technology platform" approach, indicating potential for greater growth [6]

Core Viewpoint - The article highlights how Fulejia, known as the "first stock of medical dressings," is redefining the domestic skincare market by shifting from "ingredient competition" to "mechanism innovation," leveraging scientific advancements to enhance product efficacy and establish a competitive edge in the increasingly saturated beauty industry [1][3]. Group 1: Industry Trends - The domestic beauty industry is experiencing intense competition, with brands previously relying on popular ingredients and marketing strategies to attract consumers [1]. - The trend of "ingredient stacking" has led to market homogenization, failing to address complex skin issues and lacking long-term competitiveness [1]. Group 2: Company Innovations - Fulejia has adopted supramolecular technology as a core competitive advantage, allowing for the design and recombination of different functional molecules into new supramolecular structures, enhancing product efficacy [2]. - The company has developed several innovative raw materials using supramolecular technology, such as supramolecular white pool flower seed oil and supramolecular grape seed oil, which improve skin nourishment and penetration efficiency [2]. Group 3: Research and Development - Fulejia actively collaborates with various universities and research institutions to explore cutting-edge fields, ensuring that technological innovations align with market demands [3]. - The company emphasizes a research and development system that integrates external scientific resources, focusing on the physiological mechanisms of skin rather than merely competing on ingredient concentrations [3].

Core Viewpoint - The company is facing its most severe challenges since its listing, with significant declines in revenue and profit due to structural issues and strategic missteps [1] Group 1: Financial Performance - In Q1 2025, the company's revenue was 301 million yuan, a year-on-year decline of 26.39% [1] - The net profit attributable to shareholders was 91.38 million yuan, down 39.77% year-on-year, while the net profit excluding non-recurring items plummeted by 62.82% [1] Group 2: Business Challenges - The company's growth issues stem from a "heavy marketing, light R&D" approach, leading to a decline in core business performance [2] - The shift to online direct sales has resulted in diminishing returns, with sales expenses increasing by 19.35% to 159 million yuan, failing to offset the decline in offline channels [2] - The medical dressing business, which constituted 42.28% of revenue by the end of 2024, saw an average price drop of 11.8% to 39.68 yuan [2] - The product matrix is weak, with only 7 out of 29 patents being invention patents, indicating a reliance on external manufacturing for product differentiation [2] Group 3: Financial Health and Governance Issues - The company reported a negative operating cash flow of -66.16 million yuan in Q1, a significant drop from 128 million yuan in the same period last year [3] - Accounts receivable surged by 79.15%, and inventory reached 189 million yuan, raising concerns about potential inventory impairment risks [3] - Non-recurring gains accounted for 42.4% of net profit, highlighting unsustainable "paper profits" [3] - The former major shareholder has divested and launched competing products, undermining the company's supply chain advantages [3] Group 4: Strategic Recommendations - The company needs to focus on rebuilding its technological moat to navigate the transition from "qualification dividends" to "technological dividends" in the skincare industry [4] - Key areas for improvement include enhancing R&D capabilities, developing new growth lines, and restructuring channel value distribution [4] - Continued reliance on marketing and government subsidies may lead to loss of market share to competitors with stronger technological foundations [4]

Core Viewpoint - The company Fulejia (301371.SZ), known as the "first stock in medical beauty masks," is facing significant internal and external pressures, including a major shareholder's decision to liquidate shares and increased competition in the functional skincare market, leading to a decline in net profits despite heavy marketing expenditures [1][9]. Financial Performance - In the recent annual report, the company reported operating revenue of 2.017 billion yuan, a year-on-year increase of 4.32%, while net profit attributable to shareholders was 661 million yuan, a decrease of 11.77%. The net profit after deducting non-recurring items was 604 million yuan, down 17% [2][4]. - This marks the second consecutive year of declining net profits and the third year of decreasing net profit after adjustments, with a reduction of approximately 200 million yuan compared to 847 million yuan in 2022 [2]. Marketing and R&D Expenditures - The significant drop in net profit is primarily attributed to a surge in sales expenses, which reached 748 million yuan in 2024, a substantial increase of 40.53%, far exceeding the revenue growth rate [4]. - Sales expenses have consistently risen over the years, from 264 million yuan in 2021 to increases of approximately 47.69% and 36.44% in 2022 and 2023, respectively, outpacing revenue growth [4]. - In contrast, the company's R&D expenses were only about 34.82 million yuan in 2024, highlighting a "heavy marketing, light R&D" approach, with R&D expenditure rates remaining below 2%, significantly lower than competitors like Betaini and Huaxi Biological [4]. Product Pricing and Market Competition - The company's flagship product, the medical mask, is experiencing chaotic pricing, with significant discrepancies between official and online retail prices, impacting brand integrity [7]. - The gross margin for the company has been declining, with a reported gross margin of 81.73% in 2024, marking the second consecutive year of decline, while net profit margin has decreased from over 53% in 2018 to only 32.78% in 2024 [5]. Shareholder Dynamics - In July 2024, the second-largest shareholder, Hasanlian, announced plans to sell 1.8 million shares, representing 4.5% of the total share capital, although the reasons for this decision were not disclosed [8]. - The relationship between the company and Hasanlian has become complex, as Hasanlian has entered the cosmetics market with products similar to Fulejia's, intensifying competition [8][9].

Investment Rating - The report maintains an "Accumulate" rating for the company [4][6]. Core Views - The company experienced a revenue increase of 4.3% year-on-year in 2024, but the net profit attributable to shareholders decreased by 11.8%. In Q1 2025, revenue fell by 26.4% and net profit dropped by 39.8%, primarily due to adjustments in distribution channels [1][4]. - The company is undergoing structural adjustments and increased expenditure, which has put pressure on performance. There is an expectation for gradual improvement in operational efficiency [4]. Revenue and Profitability - In 2024, the company achieved a revenue of 2.02 billion yuan, with a net profit of 660 million yuan. The earnings per share (EPS) was 1.65 yuan, with a proposed cash dividend of 1 yuan per share [1][4]. - The revenue breakdown shows that cosmetics and medical devices accounted for 57.7% and 42.3% of total revenue, respectively, with year-on-year growth of 7.5% and 0.3% [2]. Financial Metrics - The gross margin for 2024 was 81.7%, a decrease of 0.5 percentage points year-on-year, while the first quarter of 2025 saw a recovery to 83.0% [3]. - The operating cash flow for 2024 was 610 million yuan, a decrease of 26.2% year-on-year, and the first quarter of 2025 reported a net outflow of 66.16 million yuan [3]. Future Earnings Forecast - The profit forecast for 2025 to 2027 has been revised downwards, with net profits projected at 629 million yuan for 2025, 672 million yuan for 2026, and 723 million yuan for 2027. The corresponding EPS estimates are 1.57 yuan, 1.68 yuan, and 1.81 yuan [4][10].