中国·北京 关于爱美客技术发展股份有限公司 2024 年度股东大会的法律意见书 北京市朝阳区建外大街甲 14 号广播大厦 5&9&10&13&17 层 邮编:100022 电话：(010)65219696 传真：（010）88381869 北京海润天睿律师事务所 法律意见书 北京海润天睿律师事务所 关于爱美客技术发展股份有限公司 2024 年度股东大会的法律意见书 致：爱美客技术发展股份有限公司 北京海润天睿律师事务所（以下简称"本所"）接受爱美客技术发展股份有 限公司（以下简称"公司"）的委托，指派律师李冬梅、潘仙出席公司 2024 年 度股东大会，并依据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东大会规则》（以下简称"《股东大会规则》"）等法律法规、规 范性文件及《爱美客技术发展股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，对本次股东大会相关事项依法进行见证并发表法律意见。 为出具本法律意见书，本所律师出席了公司本次股东大会，审查了公司提供 的召开本次股东大会的有关文件。公司已向本所及本所律师承诺，其所提供的文 件和所作的陈述、说明是完整、真实和有效的，无任何隐瞒、遗 ...

爱美客技术发展股份有限公司 2024 年度股东大会决议公告 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。 证券代码：300896 证券简称：爱美客 公告编号：2025-020 号 特别提示： 1、本次股东大会没有出现否决议案的情形； 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、会议通知： （1）公司董事会于 2025 年 3 月 20 日在中国证监会指定的创业板信息披露 网站巨潮资讯网（www.cninfo.com.cn）上刊登了《关于召开 2024 年度股东大会 的通知》（公告编号：2025-018）。 2、会议召开时间： （1）现场会议召开时间：2025 年 4 月 18 日 15:00 （2）网络投票时间：通过深圳证券交易所交易系统投票的时间为 2025 年 4 月 18 日上午 9:15-9:25，9:30-11:30 和下午 13:00-15:00；通过深交所互联网投 票系统（http://wltp.cninfo.com.cn）投票的时间为 2025 年 4 月 18 日 9:15-15:0 ...

Summary of Conference Call Records Company and Industry Overview - The conference call discusses the acquisition of 85% of South Korean Region Biotech by Aimeike for $190 million, focusing on the aesthetic medicine industry, particularly injectable products [1] - Region Biotech is recognized as the first in South Korea and the third globally to obtain approval for poly-L-lactic acid dermal fillers, with its main products being Essafil and Powerfield [1] Key Points and Arguments - **Financial Performance**: In the first three quarters of 2023 and 2024, the revenue was $80 million and $72 million respectively [1] - **Production Capacity**: The annual production capacity is expected to reach approximately 200,000 units, with a new factory under construction aiming for a million units by Q2 2024 [2] - **Sales Goals**: The sales target for 2025 is projected to be around $800 million to $1 billion, with an estimated output of 200,000 units [2] - **Profit Margins**: Profit margins vary significantly based on sales models, with direct sales potentially yielding over 50% margins, while agency sales may yield around 30-40% [3] - **Global Expansion Challenges**: Despite having approvals in 34 and 24 countries for its products, supply limitations may hinder global expansion until the new factory is operational in 2025 [3] - **Market Dynamics**: The aesthetic medicine market is fragmented, requiring substantial local sales teams for effective promotion, which may limit short-term overseas revenue contributions [4] - **Exclusive Agency Rights**: Aimeike has secured a ten-year exclusive agency agreement for Essafil in China, limiting Region Biotech's ability to engage in related business during this period [5] - **Profit Outlook**: The potential sales volume for 2026 could reach 250,000 to 300,000 units, with profits exceeding $600 million, although factory output may limit actual contributions to around $150 million to $200 million [6] - **Market Valuation**: Aimeike's market capitalization increased by approximately 15%, reaching around $61 billion, with projected earnings for 2024 estimated at $2 billion [7] Additional Important Insights - **Sales Growth Projections**: The company anticipates steady growth in sales volume of around 10% to 15% for its products in 2025 [8] - **Product Pricing Trends**: A potential 10% decrease in product prices is expected, which may enhance sales volume through increased discounts [8] - **Marketing Improvements**: The company has improved its marketing strategies, focusing on targeted support for institutions and reallocating budget towards order subsidies [9] - **New Product Launches**: The company is actively pursuing clinical registrations for botulinum toxin, with expectations for market approval later in the year [9]

Summary of Conference Call Notes Company and Industry - The discussion revolves around the company Aimeike and its positioning within the global medical aesthetics industry, particularly focusing on its recent acquisition of Region and the implications for its market strategy and growth potential [1][6][19]. Core Points and Arguments 1. **Market Dynamics and Expectations** - There is a significant change in the market's expectations regarding the company's beta and alpha, indicating a potential misalignment with current market perceptions [1]. - The medical aesthetics industry is experiencing a supply-driven demand boom, with a PEG ratio exceeding 2, suggesting strong valuation potential [2]. 2. **Product Development Challenges** - Aimeike has faced challenges in product innovation, with no new product approvals from 2022 to 2024, relying solely on existing products for growth [3]. - The company’s growth rate was only 5% last year, lagging behind the industry average, due to competitive pricing pressures and supply chain issues [4]. 3. **Financial Performance and Projections** - The company anticipates a modest growth of less than 10% for the year, with expectations of a flat performance in the first half [5]. - Aimeike aims to capture 20% of the global market by 2030, with current market share at approximately 10% [9]. 4. **Global Expansion Strategy** - Aimeike is preparing to expand internationally, with plans to list in Hong Kong and use the proceeds for acquisitions and market entry into Southeast Asia [6][7]. - The company lacks global production capacity and sales channels, which are critical for competing with industry giants like Allergan and Qmatch [7]. 5. **Acquisition of Region** - The acquisition of Region is seen as a strategic move to enhance Aimeike's product offerings and market presence, with a focus on leveraging Region's patented technologies [18][19]. - The deal is expected to provide Aimeike with a competitive edge, allowing for better pricing strategies and market positioning [19]. 6. **Sales Channel Optimization** - Aimeike plans to reassess its sales channels and agent relationships to improve performance, with a focus on setting higher sales targets and potentially restructuring agent agreements [13][14]. - The company believes that enhancing overseas sales channels can significantly boost growth, as current performance in international markets is underwhelming [26]. 7. **Future Product Cycles** - Aimeike is entering a new product cycle, with expectations for several new product launches in the coming years, which could drive growth [23][24]. - The company is optimistic about recovering from a slowdown in growth, projecting a return to a compound annual growth rate of 20-30% by 2026-2027 [21][22]. Other Important but Overlooked Content - The company is facing a critical juncture with its product pipeline and market strategy, and the upcoming financial reports are expected to provide more clarity on these issues [25]. - There is a potential for significant valuation adjustments based on the success of the Region acquisition and the effectiveness of the new sales strategies [26]. This summary encapsulates the key insights from the conference call, highlighting Aimeike's strategic direction, market challenges, and growth opportunities within the medical aesthetics industry.

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Insights - The company reported a revenue of 3.026 billion yuan for 2024, representing a year-on-year growth of 5.45%, and a net profit attributable to shareholders of 1.958 billion yuan, which is a 5.33% increase year-on-year. A cash dividend of 38 yuan (including tax) is proposed for every 10 shares held [2][6]. Summary by Sections Financial Performance - In Q4 2024, the company experienced revenue pressure, achieving 650 million yuan, a year-on-year decline of 7%, and a net profit of 372 million yuan, down 15.5% year-on-year. The annual revenue breakdown for 2024 was 810 million, 850 million, 720 million, and 650 million yuan for Q1 to Q4, respectively, with changes of +28%, +2.35%, +1.1%, and -7% [12]. - For the entire year, the solution and gel products maintained stable growth, with revenue from solution products at 1.7 billion yuan (up 4.4% year-on-year) and gel products at 1.2 billion yuan (up 5% year-on-year). Direct sales channels generated approximately 2 billion yuan in sales (up 12.4%), while distribution channels saw a decline of 6% to about 1 billion yuan [12]. - The company maintained a gross margin of 95% for the year, with the gross margin for solution products narrowing by 0.72 percentage points and for gel products increasing by 0.49 percentage points. The R&D expense ratio rose to 10% [12]. Product Development and Market Outlook - The company has a rich pipeline of products in development, including a medical-grade polyvinyl alcohol gel for correcting chin retraction, which has received a Class III medical device registration certificate. Other products are in various stages of approval [12]. - The company plans to acquire a controlling stake in South Korea's REGEN, which is expected to enhance its regenerative materials product line and expand its global market presence [12]. - EPS forecasts for 2025, 2026, and 2027 are 7.12, 7.92, and 8.68 yuan, respectively, supporting the "Buy" rating [12].

证券代码：300896 证券简称：爱美客 公告编号：2025-019 号 爱美客技术发展股份有限公司 关于收购韩国 REGEN Biotech,Inc.公司控股权进展的公告 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。 一、本次交易的基本情况 2025 年 3 月 10 日，爱美客技术发展股份有限公司(以下简称"公司")第三 届董事会第十六次会议审议通过了《爱美客技术发展股份有限公司关于收购韩国 REGEN Biotech, Inc.公司控股权的议案》。具体内容详见公司于 2025 年 3 月 10 日在法定信息披露媒体巨潮资讯网（www.cninfo.com.cn）及深圳证券交易所 网站（www.szse.cn）披露的《爱美客技术发展股份有限公司第三届董事会第十 六次会议决议公告》《爱美客技术发展股份有限公司关于收购韩国 REGEN Biotech,Inc.公司控股权的公告》。 二、本次交易的进展情况 截至 2025 年 4 月 7 日，公司本次投资事项已经获得北京市发展和改革委员 会颁发的京发改(备)【2025】187 号的《项目备案通知书》，获得北京市 ...

Core Viewpoint - Aimeike, once celebrated as "the Moutai for women," is facing its most disappointing financial report since its IPO in 2024, with both revenue and net profit growth dropping to around 5%, marking the lowest record since its listing [1][3]. Financial Performance - In 2024, Aimeike reported revenue of 3.026 billion yuan, a year-on-year increase of 5.45%, and a net profit of 1.958 billion yuan, also up by 5.33% [3][9]. - The fourth quarter of 2024 saw a decline in both revenue and net profit, with revenue down 7.0% and net profit down 15.47% year-on-year, attributed to external environment and intensified industry competition [3][4]. - The core product "Haitai," which had previously driven significant revenue, saw a revenue increase of only 4.40% in 2024, compared to a 29.22% increase in 2023 [3][4]. Dividend Policy - Aimeike announced a cash dividend of 38 yuan per 10 shares, totaling approximately 1.145 billion yuan, which represents 58.51% of the company's net profit for 2024, the highest dividend payout since its IPO [9][11]. - Despite the slowdown in revenue growth, the increase in dividend payout indicates a preference for short-term shareholder returns, raising concerns about the adequacy of R&D investment [9][10]. R&D Investment - Aimeike's R&D investment for 2024 was 304 million yuan, accounting for 10.04% of revenue, which is relatively low compared to international peers like Allergan Aesthetics, which maintains a R&D expense ratio above 15% [10][11]. - The company has faced criticism for its limited R&D investment, which has historically remained below 10% of revenue, despite the growing emphasis on technological innovation in the domestic medical aesthetics sector [9][10]. Strategic Acquisition - Aimeike announced the acquisition of 85% of South Korean company REGEN Biotech for 1.9 billion USD (approximately 13.86 billion yuan), marking the largest cross-border acquisition in the domestic medical aesthetics industry [12][13]. - The acquisition aims to enhance Aimeike's product offerings, particularly in the regenerative injection market, but has raised concerns among investors regarding the high premium paid for REGEN [12][13]. - The core product of REGEN, known as "AestheFill" or "童颜针," has been in the market for over a decade, leading to skepticism about its growth potential in a competitive landscape [12][13][15].

Core Viewpoint - The company reported a revenue of 3.026 billion yuan for 2024, representing a year-over-year increase of 5.45%, and a net profit attributable to shareholders of 1.958 billion yuan, also up by 5.33% [1] Financial Performance - In Q4 2024, the company achieved a revenue of 650 million yuan, down 7.00% year-over-year, and a net profit of 372 million yuan, down 15.47% year-over-year [1] - The gross margin for 2024 was 94.64%, a decrease of 0.46 percentage points year-over-year, with solution and gel products having gross margins of 93.76% and 97.98%, respectively [2] - The net profit margin for 2024 was 64.66%, showing a slight increase of 0.01 percentage points year-over-year [2] Product Performance - Revenue from solution injection products was 1.744 billion yuan, up 4.40% year-over-year, with volume increasing by 23% but price decreasing by 15% [1] - Revenue from gel injection products was 1.216 billion yuan, up 5.01% year-over-year, with volume decreasing by 11% and price increasing by 18% [1] - Revenue from facial implant lines was 6.8042 million yuan, up 14.95% year-over-year [1] Growth Potential - The company is expected to benefit from new product approvals and acquisitions, which may enhance growth certainty [3] - New products such as semaglutide injection and deoxycholic acid injection have received clinical trial approvals, with others entering the review stage [3] - The acquisition of REGEN is anticipated to be a key step in the company's global expansion strategy [3] Investment Outlook - The company’s growth rate is expected to slow down in 2024 due to increased competition in the medical aesthetics market and a relative lack of new products [4] - Profit forecasts for 2025-2027 are adjusted to 2.12 billion, 2.40 billion, and 2.65 billion yuan, representing year-over-year growth rates of 8.4%, 13.3%, and 10.2%, respectively [4] - The company maintains a "buy" rating based on the adjusted profit forecasts [4]

Core Insights - The company achieved a revenue of CNY 3.03 billion in 2024, representing a growth of 5.5%, and a net profit of CNY 1.96 billion, up by 5.3% [1] - The company maintained stable profitability with a gross margin of 94.6% and a net margin of 64.7% for the year [1] - In Q4 2024, the company reported a revenue of CNY 650 million, a decrease of 7.0%, and a net profit of CNY 370 million, down by 15.5% [1] Revenue and Profit Analysis - Revenue from solution products was CNY 1.74 billion, growing by 4.4% - Revenue from gel products reached CNY 1.22 billion, increasing by 5.0% - Revenue from facial implant lines was approximately CNY 6.804 million, up by 15.0% - Other revenues, including cosmetics, amounted to CNY 59.192 million, a significant increase of 68.5% [1] R&D and Acquisition Strategy - The company increased its R&D expense ratio to 10.0%, up by 1.3 percentage points, indicating a focus on product pipeline development [2] - The company announced plans to acquire 85% of South Korean REGEN for USD 19 million, which is expected to significantly contribute to revenue and profit by 2026 [2] - The acquisition includes two listed products, AestheFill and PowerFill, which are anticipated to enhance the company's market position [2] Earnings Forecast and Valuation - Revenue projections for 2025 and 2026 are CNY 3.30 billion and CNY 3.60 billion, reflecting year-on-year growth of 9.2% and 9.1% respectively [3] - Net profit forecasts for the same years are CNY 2.02 billion and CNY 2.18 billion, with growth rates of 3.1% and 7.7% [3] - The target price for the company is set at CNY 299.47 per share, based on a price-to-earnings ratio of 45x for 2025 and 42x for 2026 [3]

Investment Rating - The report maintains an "Outperform" rating for the company [1][2][7] Core Views - The company achieved steady growth in 2024, with revenue of Rmb 3.03 billion (+5.5%) and net profit of Rmb 1.96 billion (+5.3%), maintaining a gross profit margin of 94.6% [3][11] - The company is focusing on overseas mergers and acquisitions, particularly the proposed acquisition of REGEN in South Korea, which is expected to significantly contribute to revenue and profits in 2026 [4][16] Financial Performance - Revenue and profit growth for 2024: Revenue of Rmb 3,026 million, net profit of Rmb 1,958 million, with a gross profit margin of 94.6% [3][11] - Q4 2024 performance showed a revenue decline of 7.0% to Rmb 650 million and a net profit decline of 15.5% to Rmb 370 million [12] - Revenue by product category: Solution-based products Rmb 1.74 billion (+4.4%), Gel-based products Rmb 1.22 billion (+5.0%), Facial implant threads Rmb 6.804 million (+15.0%), Other revenue Rmb 59.192 million (+68.5%) [13][14] Research and Development - Increased R&D investment with a ratio of 10.0% in 2024, focusing on new product pipelines and clinical trials [4][15] - The company has received clinical trial approvals for several new products, indicating a commitment to innovation [15] Acquisition Strategy - The proposed acquisition of REGEN for US$190 million is expected to enhance the company's product offerings and production capacity, with the second factory in South Korea expected to start production in Q2 2025 [4][16] - The target company reported revenue of Rmb 72.23 million and net profit of Rmb 29.5 million from January to September 2024 [16] Earnings Forecast and Valuation - Revenue projections for 2025 and 2026 are Rmb 3.30 billion and Rmb 3.60 billion, respectively, with year-on-year growth of 9.2% and 9.1% [5][17] - The target price is set at Rmb 299.47 per share, corresponding to a P/E ratio of 45x for 2025 and 42x for 2026 [7][17]