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 法律意见书 二〇二五年九月 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 • Nanojing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 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 2025 年第一次临时股东会的 法律意见书 2025 年第一次临时股东会的 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 2025 年第一次临时股 东会（下称"本次股东会"），并根据《中华人民 ...

证券代码：301371 证券简称：敷尔佳 公告编号：2025-036 哈尔滨敷尔佳科技股份有限公司 关于选举产生第二届董事会职工代表董事的公告 2025 年 9 月 8 日 1 附件： 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。 哈尔滨敷尔佳科技股份有限公司（以下简称"公司"）于 2025 年 9 月 8 日 召开职工代表大会，选举徐崇先生为公司第二届董事会职工代表董事，任期自本 次职工代表大会选举通过之日起至第二届董事会届满之日止。 本次职工代表董事选举产生后，公司第二届董事会中兼任高级管理人员以及 由职工代表担任的董事人数未超过公司董事总数的二分之一，符合相关法律、法 规及《公司章程》等的有关规定。 徐崇先生的简历详见附件。 特此公告。 哈尔滨敷尔佳科技股份有限公司董事会 徐崇先生简历 徐崇，男，汉族，1981 年出生，中国国籍，无境外永久居留权，本科学历。 2005年8月至2008年6月任哈尔滨六顺电气自动化设计有限公司销售经理；2008 年 7 月至 2012 年 4 月任远孚化工（大连）有限公司销售经理；2012 年 6 月至 2018 年 7 ...

Investment Rating - The report maintains a "Buy" rating for the cosmetics and medical beauty sector, highlighting strong growth potential and investment opportunities in the industry [14][19]. Core Insights - The cosmetics and medical beauty sector has shown resilience, outperforming the market during the week of August 29 to September 5, 2025, with the Shenwan Beauty Care Index declining only 0.8% [3][4]. - The transition to autumn skincare marks the beginning of a consumption peak for the sector, with significant sales events such as the Autumn Beauty Consumption Festival and Double 11 approaching, creating new investment opportunities [9][10]. - Major companies in the sector are optimistic about their performance in the second half of 2025, as indicated by a recent conference involving over ten beauty care companies [9]. Summary by Sections Industry Performance - The Shenwan Cosmetics Index remained stable, outperforming the Shenwan A Index by 1.4 percentage points, while the Shenwan Personal Care Index fell by 1.8%, underperforming the Shenwan A Index by 0.3 percentage points [3][4]. Key Company Reviews - **Mao Geping (1318HK)**: Reported a revenue of 2.59 billion yuan for H1 2025, a year-on-year increase of 31%, with a net profit of 670 million yuan, up 36%. The color cosmetics segment saw a revenue of 1.42 billion yuan, while skincare generated 1.09 billion yuan, reflecting strong brand momentum [10][11]. - **Shangmei Co. (02145HK)**: Achieved a revenue of 4.108 billion yuan in H1 2025, a 17.3% increase, with a net profit of 556 million yuan, up 34.7%. The main brand, Han Shu, contributed significantly to growth, with a revenue of 3.344 billion yuan [16][17]. Investment Recommendations - Recommended companies include Shangmei Co., Porlaia, and Shanghai Jahwa, which have strong brand matrices and relatively low PE multiples. Other notable mentions are Marubi Biological and Mao Geping, which are positioned well to benefit from the rise of domestic beauty brands [10][19]. - The report suggests focusing on companies with strong R&D capabilities and product pipelines, particularly in the upstream medical beauty segment, with a recommendation for Aimeike [10][19]. Market Trends - The report notes a significant increase in online sales, with H1 2025 online revenue for Mao Geping reaching 1.297 billion yuan, a 39% year-on-year increase, marking a shift in consumer purchasing behavior towards online platforms [12][18]. - The overall cosmetics retail market showed a 4.5% growth in July 2025, indicating a robust recovery in consumer spending [23][26]. Strategic Developments - Porlaia's investment in Huazhi Xiao reflects a strategic move to enhance its multi-brand strategy and capitalize on the influence of Gen Z consumers [28]. - The report highlights the competitive landscape, noting that domestic brands are increasingly capturing market share, with a notable shift in consumer perception from "value for money" to "quality choice" [32].

Core Insights - The increasing prevalence of acne-prone skin is attributed to fast-paced lifestyles, irregular schedules, and environmental pollution, leading to a shift in acne care from a niche to a core segment within the booming "beauty economy" [1] - The launch of the second-generation acne treatment mask, "Clearing Acne Skin Repair Patch 2.0" by the company, introduces technological breakthroughs and multiple patented formulations, offering a "gentle yet effective" new experience for acne care [1] Product Features - The key ingredient in the "Clearing Acne Skin Repair Patch 2.0" is "Sophora Flavescens Alkaloid Salicylate," which utilizes supramolecular technology to enhance skin penetration by 3-5 times compared to traditional salicylic acid, achieving a 6.08 times higher penetration within 48 hours and a 4.04 times higher retention in the skin [3] - The product addresses core acne issues through a comprehensive solution that includes oil control, acne removal, and redness reduction, effectively alleviating discomfort associated with various types of acne [3][4] Market Trends - According to data from Euromonitor, the online acne care market in China is expected to exceed 24 billion yuan in 2024, with a year-on-year growth of over 15%, significantly outpacing the overall skincare market [4] - The sales of "acne management" products, which focus on oil control, stabilization, and prevention, are twice that of "emergency acne" products, indicating a strong consumer demand for long-term care solutions [4] Strategic Positioning - The upgrade of the acne mask product aligns well with the trend towards more refined and systematic acne care, showcasing the company's competitive advantage in functional skincare while demonstrating a deep understanding of Chinese consumers' skin issues [4] - With the continuous expansion of the acne care market and the deepening of user needs, the company is well-positioned to lead the industry into a more professional new phase through innovative products [4]

Core Viewpoint - The performance of leading medical beauty companies is diverging amid industry adjustments, with Giant Biological leading in revenue growth while Huaxi Biological and Fulejia face significant declines in performance [2][5][10]. Group 1: Company Performance - Giant Biological reported a revenue of 31.13 billion yuan with a year-on-year growth of 22.5% and a net profit of 11.82 billion yuan, reflecting a 20.2% increase [5][11]. - Huaxi Biological's revenue fell to 22.61 billion yuan, a decrease of 19.57%, with net profit dropping by 35.38% to 2.21 billion yuan [3][4]. - Fulejia's revenue decreased to 8.63 billion yuan, down 8.15%, and net profit fell by 32.54% to 2.3 billion yuan [4][9]. Group 2: Strategic Adjustments - Huaxi Biological attributed its revenue decline to a drop in income from its skin science innovation transformation business, which saw a 33.97% decrease to 9.12 billion yuan [5][7]. - Fulejia's revenue drop was linked to the optimization of offline channels, which impacted sales, while its marketing expenses increased by 39.56% to 4.2 billion yuan [6][10]. - Both companies are undergoing strategic transformations to address their performance issues, with Huaxi Biological implementing significant reforms and Fulejia focusing on improving channel quality [8][10]. Group 3: Industry Trends - The medical beauty industry is shifting from a focus on "traffic dividends" to "technical barriers," with the competition intensifying between hyaluronic acid and recombinant collagen products [2][13]. - The market for recombinant collagen products is projected to grow at a compound annual growth rate of 44.93%, reaching 58.57 billion yuan by 2025 [14]. - Companies are increasingly recognizing the importance of research and development capabilities, patent strategies, and compliance as key competitive factors in the evolving landscape of the medical beauty industry [16].

Core Viewpoint - The development paths of medical beauty companies are diverging amid industry adjustments, with three leading companies—Hua Xi Bio, Juzi Bio, and Fulejia—reporting significantly different half-year results, reflecting a shift from "traffic dividends" to "technical barriers" in the industry [1] Group 1: Company Performance - Juzi Bio led with a revenue of 31.13 billion yuan and a year-on-year growth rate of 22.5% [4] - Hua Xi Bio reported a revenue of 22.61 billion yuan, a decline of 19.57% year-on-year, marking its worst interim report since listing [2][3] - Fulejia's revenue was 8.63 billion yuan, down 8.15% year-on-year, with a net profit drop of 32.54% [3][4] Group 2: Strategic Adjustments - Hua Xi Bio attributed its revenue decline to a drop in income from its skin science innovation transformation business, which saw a 33.97% decrease to 9.12 billion yuan [5][6] - Fulejia's revenue drop was linked to offline channel optimization, which increased sales expenses by 39.56% to 4.2 billion yuan [5][9] - Juzi Bio's growth was driven by the sales increase of professional skin care products, contributing 99.7% of its revenue [10][11] Group 3: Market Dynamics - The medical beauty industry is experiencing a shift, with the competition now focusing on research and development capabilities, patent layouts, and compliance [17] - The market for recombinant collagen products is projected to grow at a compound annual growth rate of 44.93%, reaching 58.57 billion yuan by 2025 [15] - Hua Xi Bio is expanding into recombinant collagen while maintaining its position in hyaluronic acid, indicating a dual strategy to adapt to market changes [15][16]

Core Insights - Harbin Fulejia Technology Co., Ltd. is actively adjusting its business strategy in response to market changes, with a focus on increasing R&D investment and maintaining stable dividends for long-term growth [2] Financial Performance - For the first half of 2025, the company reported a total revenue of 863 million yuan, with a second-quarter revenue of 562 million yuan, reflecting a year-on-year growth of 5.9% [2] - The net profit attributable to shareholders for the first half of the year was 230 million yuan, and the net cash flow from operating activities was 162 million yuan, indicating stable cash flow [2] - As of the end of the reporting period, total assets reached 5.699 billion yuan, and net assets attributable to shareholders were 5.492 billion yuan, maintaining a robust financial structure [2] R&D and Product Development - R&D investment increased by 47.65% year-on-year to 23.33 million yuan, with the R&D team expanding by 18.97% to 69 personnel [4] - The company has been granted a total of 31 patents, including 9 invention patents, and has established a comprehensive intellectual property protection system [4] - The gross profit margin for medical device products was 84.22%, while for cosmetics, it was 80.42%, indicating strong profitability [4] Sales and Marketing - Sales expenses for the first half of 2025 were 420 million yuan, a year-on-year increase of 39.56%, primarily due to higher personnel salaries and increased promotional spending [5] - The company optimized its sales structure to enhance operational efficiency, which contributed to the improvement of overall revenue structure [5] Market Position and Strategy - The cosmetics segment showed strong resilience, with revenue increasing by 29.95% to 625 million yuan, accounting for 72.39% of total revenue [3] - The company is focusing on expanding its product matrix, including new launches such as medical sodium hyaluronate repair liquid and collagen anti-wrinkle essence [4] - Fulejia aims to strengthen its core competitiveness through dual R&D centers in Harbin and Shanghai, focusing on innovative raw material development and accelerating technology transfer [6]

Market Overview - The cosmetics sector experienced a decline of 1.93% on September 3, with Jiaheng Jiahua leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Individual Stock Performance - Bawei Co. (837023) saw an increase of 2.86%, closing at 20.17 with a trading volume of 70,000 shares and a turnover of 139 million yuan [1] - Lafang Jiahua (603630) increased by 2.46%, closing at 28.35 with a trading volume of 171,800 shares and a turnover of 496 million yuan [1] - Jiaheng Jiahua (300955) experienced the largest decline of 8.73%, closing at 32.09 with a trading volume of 141,300 shares and a turnover of 475 million yuan [2] - Other notable declines include Huaye Fragrance (300886) down 6.05% and Jincheng New Materials (300849) down 3.78% [2] Capital Flow Analysis - The cosmetics sector saw a net outflow of 176 million yuan from institutional investors, while retail investors contributed a net inflow of 95.35 million yuan [2] - The main capital inflow and outflow for individual stocks showed that Lafang Jiahua had a net inflow of 28.51 million yuan from institutional investors, while Jiaheng Jiahua had a net outflow of 7.93 million yuan [3] - The overall trend indicates a mixed sentiment among retail and institutional investors, with retail investors showing some interest despite the overall sector decline [2][3]

Market Overview - The cosmetics sector experienced a decline of 0.97% on September 2, with Huaye Fragrance leading the drop [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Individual Stock Performance - Jiahen Jiahua (300955) saw a significant increase of 7.16%, closing at 35.16 with a trading volume of 127,400 shares and a turnover of 437 million yuan [1] - Other notable gainers included Bawi Co. (837023) with a 3.87% increase and Lafang Jiahua (603630) with a 2.60% increase [1] - Conversely, Huaye Fragrance (300886) led the declines with a drop of 4.05%, closing at 31.55 [2] - The overall performance of the cosmetics sector showed mixed results, with several stocks experiencing declines [2] Capital Flow Analysis - The cosmetics sector saw a net outflow of 216 million yuan from institutional investors, while retail investors contributed a net inflow of 210 million yuan [2] - The table of capital flow indicates that Lafang Jiahua had a net inflow of 49.77 million yuan from institutional investors, despite a net outflow from retail investors [3] - Other companies like Jinxing New Materials (300849) and Shanghai Jahwa (600315) also experienced varying degrees of net inflows and outflows from different investor categories [3]

Group 1 - The cosmetics sector increased by 0.56% on September 1, with Lafang Jiahua leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] - Lafang Jiahua's stock price rose by 9.99% to 26.97, with a trading volume of 114,000 shares and a transaction value of 300 million yuan [1] Group 2 - The cosmetics sector saw a net inflow of 15.558 million yuan from institutional investors, while retail investors contributed a net inflow of 45.296 million yuan [2] - Major stocks in the sector experienced varied capital flows, with Lafang Jiahua having a net inflow of 75.247 million yuan from institutional investors [3] - Other companies like Jiahen Jiahua and Huaye Fragrance also saw significant net inflows, while stocks like Marubi Biological and Shanghai Jahwa experienced net outflows from institutional and retail investors [3]