[年报]珀莱雅(603605):珀莱雅化妆品股份有限公司2021年年度报告(英文版)

时间:2022年04月22日 00:49:32 中财网

原标题:珀莱雅:珀莱雅化妆品股份有限公司2021年年度报告(英文版)

Stock Code: 603605 Abbreviation: Proya Bond Code: 113634 Bond Abbreviation: Proya convertible bond Proya Cosmetics Co., Ltd.
Annual Report 2021
Important Notes
I. The Board of Directors, Board of Supervisors, directors, supervisors, and officers of the Company warrant that the content of the Annual Report is authentic, accurate, and complete, and is free of false records, misleading statements, and major omissions, and that they shall be jointly and severally liable therefore.

II. All directors of the Company attended the meeting of the board of directors.
III. Pan-China Certified Public Accountants (Special General Partnership) has issued a standard unqualified audit report to the Company.

IV. Hou Juncheng, chairman of the Company, Wang Li, CFO of the Company represent and warrant that the financial report in the Annual Report is authentic, accurate and complete.
V. The profit distribution plan or capital reserve capitalization plan for the reporting period approved by the Board of Directors
Based on the total share capital as of the record date for dividend distribution, the Company plans to
distribute to all shareholders registered on the record date a cash dividend of RMB8.60 (tax inclusive)
per 10 shares and proposes to convert the capital reserve into share capital in the proportion of four4
shares for every 10 shares without bonus shares. Based on a total of 201,009,966 shares on December
31, 2021, the estimated cash dividend amounts to RMB172,868,570.76 (tax inclusive) and 80,403,986 shares will be issued through the capital reserve capitalization. In case of a change in the Company's
total share capital prior to before the record date for equity distribution, the Company would maintain
the said distribution and conversation ratios and yet adjusted the total distribution and conversion
amounts and would otherwise announce such adjustments.
VI. Disclosure of risks involved in forward-looking statements "√ Applicable" "□ Not applicable"
Any future plan, development strategy, or other description contained in the forward-looking statements
herein shall not be deemed as the Company's substantial commitments to investors. Investors should note that investment involves risks.

VII. Whether there is any non-operating capital occupation by a controlling shareholder and its related parties
No

VIII. Whether there is any external guarantee provided in violation of the specified decision-making procedures
No

IX. Whether the majority of the directors are unable to warrant the authenticity, accuracy and completeness of the Annual Report disclosed by the Company
No

X. Major risk tips
The Company has described the existing risks in details in this Report. Refer to (IV) Possible risks,
VI. Discussion and analysis of the Company's future development, Section III Management Discussion and Analysis.

XI. Others
"□ Applicable" "√ Not applicable"

Contents
Section I Definitions ........................................................................................................................... 5
Section II Company Profile and Key Financial Indicators ............................................................. 8
Section III Management Discussion and Analysis .............................................................................. 14
Section IV Corporate Governance ...................................................................................................... 50
Section V Environmental and Social Responsibility ......................................................................... 81
Section VI Significant Issues .............................................................................................................. 84
Section VII Changes in Shares and Shareholders ............................................................................... 127
Section VIII Preferred Shares .............................................................................................................. 141
Section IX Corporate Bonds ............................................................................................................. 142
Section X Financial Report .............................................................................................................. 143




Documents Available for InspectionFinancial statements signed and sealed by the legal representative, the CFO of the Company, and the head of accounting department
 Original copy of the auditors' report with the auditing firm's chop affixed, signed and sealed by certified public accountants.
 Original copies of all documents and announcements of the Company disclosed during the reporting period in newspapers designated by the China Securities Regulatory Commission.

Section I Definitions
I. Definitions
In this report, unless the context otherwise requires, the following terms have the following meanings:

Definition  
Proya Cosmetics, this Company or the Companyshall meanProya Cosmetics Co., Ltd.
Huzhou Branchshall meanHuzhou Branch of Proya Cosmetics Co., Ltd., a branch of the Company
Proya Tradingshall meanHangzhou Proya Trading Co., Ltd., a wholly-owned subsidiary of the Company
Korea Hannashall meanHanna Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Hanya (Huzhou)shall meanHanya (Huzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of Korea Hanna
Yueqing Laiyashall meanYueqing Laiya Trading Co., Ltd., a wholly-owned subsidiary of the Company
Huzhou Uzeroshall meanHuzhou Uzero Trading Co., Ltd., a wholly-owned subsidiary of the Company
Mijing Siyu (Hangzhou)shall meanMijingsiyu (Hangzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Meiligushall meanZhejiang Meiligu Electronic Commerce Co., Ltd., a wholly-owned subsidiary of the Company
Chuangdai Electronicsshall meanHuzhou Chuangdai E-commerce Co., Ltd., a wholly-owned subsidiary of Meiligu
Hapsode (Hangzhou)shall meanHapsode (Hangzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Korea Hapsodeshall meanHapsode Co., Ltd., a wholly-owned subsidiary of Hapsode (Hangzhou)
Huzhou Hapsodeshall meanHuzhou Hapsode Trading Co., Ltd., a wholly-owned subsidiary of Hapsode (Hangzhou)
Danyang Hapsodeshall meanDanyang Hapsode Cosmetics Trading Co., Ltd., a wholly-owned subsidiary of Hapsode (Hangzhou)
Proya Commercialshall meanHangzhou Proya Commercial Management Co., Ltd., a wholly-owned subsidiary of the Company
Tiedingxianshall meanHangzhou Tiedingxian Catering Management Co., Ltd., a holding subsidiary of Proya Commercial
Tielexin Ainishall meanHangzhou Tieluoxin Aini Catering Management Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Xiake Barshall meanHangzhou Xiake Bar Catering Management Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Luxiaotieshall meanHangzhou Luxiaotie Fitness Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Hong Kong Keshishall meanHong Kong Keshi Trading Co., Ltd., a holding subsidiary of the Company
Hong Kong Xinghuoshall meanHong Kong Xinghuo Industry Limited, a wholly-owned subsidiary of the Company
Hong Kong Zhongwenshall meanHong Kong Zhongwen Electronic Commerce Co., Limited, a wholly-owned subsidiary of Hong Kong Xinghuo
Hong Kong Xuchenshall meanHong Kong Xuchen Trading Limited, a wholly-owned subsidiary of Hong Kong Xinghuo
Proya Luxembourgshall meanProya Europe SARL, a wholly-owned subsidiary of Hong Kong Xinghuo
Shanghai Zhongwenshall meanShanghai Zhongwen Electronic Commerce Co., Ltd., a wholly-owned subsidiary of the Company
Huzhou Niukeshall meanHuzhou Niuke Technology Co., Ltd., a holding subsidiary of the Company
Hangzhou Wanyanshall meanHangzhou Wanyan Culture Media Co., Ltd., a wholly-owned subsidiary of Huzhou Niuke
Hong Kong Wanyanshall meanHong Kong Wanyan Electronic Commerce Co., Limited, a wholly-owned subsidiary of Huzhou Niuke
Huzhou Younimishall meanHuzhou Younimi Cosmetics Co., Ltd., a holding subsidiary of the Company
Korea Younimishall meanKorea Younimi Cosmetics Co., Ltd., a holding subsidiary of the Company
Ningbo Timageshall meanNingbo Timage Cosmetics Co., Ltd., a holding subsidiary of the Company
Ningbo Keshishall meanNingbo Keshi Trading Limited, a holding subsidiary of the Company
Zhejiang Biyoutishall meanZhejiang Biyouti Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Ningbo Proyashall meanNingbo Proya Enterprise Consulting Management Co., Ltd., a wholly-owned subsidiary of the Company
Zhejiang Qingyashall meanZhejiang Qingya Culture Art Communication Co., Ltd., a holding subsidiary of the Company
Boya (Hong Kong)shall meanBOYA (Hong Kong) Investment Management Co., Limited, a wholly-owned subsidiary of the Company
Japan ORshall meanOr Off&Relax, a holding subsidiary of Boya (Hong Kong)
Ningbo Tangyushall meanNingbo Tangyu Trading Co., Ltd., a wholly-owned subsidiary of Japan OR
Hangzhou Weiluokeshall meanHangzhou Weiluoke Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Hangzhou Yizhuoshall meanHangzhou Yizhuo Culture Media Co., Ltd., a wholly-owned subsidiary of the Company
Hangzhou Oumisishall meanHangzhou Oumisi Trading Co., Ltd., a wholly-owned subsidiary of the Company
Huzhou Poyunshall meanHuzhou Poyun Electronic Commerce Co., Ltd., a holding subsidiary of the Company
Guangzhou Qianxishall meanGuangzhou Qianxi Network Technology Co., Ltd., a wholly-owned subsidiary of the Company
Xuzhou Proyashall meanXuzhou Proya Information Technology Co., Ltd., a wholly-owned subsidiary of the Company
Proya (Hainan)shall meanProya (Hainan) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Singuladerm (Hangzhou)shall meanShenggelan (Hangzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
CSRCshall meanChina Securities Regulatory Commission
SSEshall meanShanghai Stock Exchange
Pan-Chinashall meanPan-China Certified Public Accountants (Special General Partnership)
CSCshall meanChina Securities Co., Ltd.
Company Lawshall meanCompany Law of the People's Republic of China
Securities Lawshall meanSecurities Law of the People's Republic of China
Articles of Associationshall meanArticles of Association of Proya Cosmetics Co., Ltd.
RMB/RMB10,000shall meanRMB/RMB10,000
Reporting Periodshall meanJanuary 1, 2021 to December 31, 2021

Section II Company Profile and Key Financial Indicators
I. Company Information

Chinese name of the CompanyProya Cosmetics Co., Ltd.
Short name of the Company in Chinese珀莱雅
English name of the CompanyProya Cosmetics Co., Ltd.
Abbreviation of English name of the CompanyProya
Legal representative of the companyHou Juncheng

II. Contact Details

 Board SecretarySecurities Affairs Representative
NameWang LiWang Xiaoyan
Mailing address10/F, Proya Building, No. 588 Xixi Road, Xihu District, Hangzhou City, Zhejiang Province10/F, Proya Building, No. 588 Xixi Road, Xihu District, Hangzhou City, Zhejiang Province
Telephone0571-873528500571-87352850
Fax0571-873528130571-87352813
Email[email protected][email protected]

III. General Information

Registered addressNo. 588, Xixi Road, Liuliu Street, Xihu District, Hangzhou City, Zhejiang Province
Historical changes in the Company's registered address310023
Office address of the CompanyProya Building, No. 588 Xixi Road, Xihu District, Hangzhou City, Zhejiang Province
Postal code of registered address310023
Company websitehttp://www.proya-group.com
Email[email protected]

IV. Information Disclosure and Place for Obtaining the Report
Media for the Company's information disclosureShanghai Securities News, Securities Times
CSRC's designated website for the Company's Annual Report disclosurehttp://www.sse.com.cn
The Company's Annual Report may be obtained atBoard of Director's Office, Proya Building, No.588 Xixi Road, Xihu District, Hangzhou City, Zhejiang Province

V. Stock Information

Stock Information    
Stock classStock exchangeStock abbreviationStock codeStock abbreviation before changes
A shareShanghai Stock Exchange珀莱雅603605None

VI. Other Relevant Information

Auditor of the Company (domestic)NamePan-China Certified Public Accountants (Special General Partnership)
 Office addressBlock B, China Resources Building, No. 1366, Qianjiang Road, Jianggan District, Hangzhou
 Name of the signing accountantYin Zhibin, Wang Xiaokang
Sponsor performing continuous supervisory duty during the reporting periodNameChina Securities Co., Ltd.
 Office address2203, North Tower, Shanghai Securities Building, 528 Pudong South Road, Shanghai
 Names of the sponsor's signing representativesGe Liang, Wang Zhan
 Period of continuous supervisionJanuary 4, 2022 - December 31, 2023

VII. Major Accounting Data and Financial Indicators for the Past Three Years (I) Major accounting data
Unit: Yuan Currency: RMB

Major accounting data20212020Year-on-year change (%)2019
Operating revenue4,633,150,538.433,752,386,849.0223.473,123,520,211.77
Net profit attributable to shareholders of the listed company576,119,025.56476,009,298.4121.03392,681,976.58
Net profit attributable568,092,480.38469,935,904.2220.89386,170,257.02
to shareholders of the listed company net of non-recurring profit and loss    
Net cash flow from operating activities829,670,943.82331,550,109.14150.24235,961,328.34
 As of the end of 2021As of the end of 2020Year-on-year change (%)As of the end of 2019
Net assets attributable to shareholders of the listed company2,876,975,835.982,391,535,435.9420.302,029,687,883.68
Total assets4,633,049,783.033,636,882,185.2927.392,979,365,076.82

(II) Key financial indicators

Key financial indicators20212020Year-on-year change (%)2019
Basic earnings per share (RMB/share)2.872.3721.101.96
Diluted earnings per share (RMB/share)2.812.3718.571.96
Basic earnings per share net of non-recurring Profit or loss (RMB/share)2.832.3420.941.93
Weighted average ROE (%)22.2521.82Up by 0.43 percentage points21.24
Weighted average ROE net of non-recurring profit and loss (%)21.9421.54Up by 0.40 percentage points20.89

Explanation on the Company's major accounting data and financial indicators for the recent three years
as of the end of the reporting period
"□ Applicable" "√ Not applicable"

VIII. Differences in Accounting Data under Chinese and International Accounting Standards (I) Difference in net profit and net assets attributable to shareholders of the listed company in the financial report disclosed in accordance with international accounting standards and Chinese accounting standards
"□ Applicable" "√ Not applicable"
(II) Differences in net profit and net assets attributable to shareholders of the listed company in
the financial report disclosed in accordance with international accounting standards and Chinese accounting standards
"□ Applicable" "√ Not applicable"
(III) Description of differences between domestic and foreign accounting standards: "□ Applicable" "√ Not applicable"

IX. Major Financial Data for 2021 by Quarter
Unit: Yuan Currency: RMB

 Q1 (January - March)Q2 (April - June)Q3 (July - September)Q4 (October - December)
Operating revenue905,464,673.131,012,253,824.471,094,533,358.541,620,898,682.29
Net profit attributable to shareholders of the listed company109,895,944.66116,205,369.20138,195,475.24211,822,236.46
Net profit attributable to shareholders of the listed company net of non-recurring profit and loss107,715,991.57112,564,401.71136,116,085.45211,696,001.65
Net cash flow from operating activities55,030,968.90211,144,609.92224,312,917.94339,182,447.06
Notes: Major reasons for fluctuations in operating revenue and net profit attributable to shareholders of the listed company among quarters: Quarterly sales fluctuated in cosmetics industry
due to vulnerability to seasonal factors and holiday activities. For example, Q4 garnered peak sales such as for the National Day, Double Eleven, and Double Twelve shopping festivals. As a result, operating revenue and net profit were higher in Q4 than in other quarters. Description of differences among quarterly data and disclosed regular reporting data "□ Applicable" "√ Not applicable"

X. Non-recurring Profit and Loss Items and Amounts
"√ Applicable" "□ Not applicable"


Unit: Yuan Currency: RMB

Non-recurring profit and loss itemAmount for 2021Notes (if applicable)Amount for 2020Amount for 2019
Gain or loss on disposal of non-current assets-112,183.24 150,560.3043,245.67
Unauthorized approval, no formal approval, or occasional tax refund or reduction   8,167.37
Government grants included in the current profit and loss, except those closely related to the Company's normal operations and continuously enjoyed in line with national policies and regulations and up to some limits or in fixed amounts15,448,962.01 12,198,410.187,913,746.66
Fund occupation fees charged from non-financial businesses included in current profit and loss   27,000.00
Gains arising from investment costs for acquisition of subsidiaries, associates and joint ventures less than the fair value of attributable identifiable net assets of the invested entity at the time of acquisition    
Gain or loss from exchange of non-monetary assets    
Gain or loss on entrusted investment or asset management    
Provision for various asset impairments due to force majeure factors such as natural disasters    
Gain and loss from restructuring of debts    
Restructuring expenses, such as re-settlement cost, integration cost, etc.    
Profit or loss of the part exceeding fair    
value generated from transactions with unreasonable transaction price    
Net profit or loss of subsidiaries generated from the merger of companies under common control from the beginning of the period to the date of merger    
Profit or loss generated from contingencies unrelated to the Company's normal operations    
Profit or loss from changes in fair value arising from holding of trading financial assets, derivative financial assets, trading financial liabilities and derivative financial liabilities, and investment gain from disposal of trading financial assets, derivative financial assets, trading financial liabilities, derivative financial liabilities and other debt investments, except for effective hedging related to the Company's normal operations  2,266,301.374,653,362.83
Reversal of provision for impairment of receivables and contract assets individually tested for impairment    
Profit or loss from entrusted loans    
Profit and loss arising from changes in the fair value of investment property subsequently measured with the fair value model    
Impact of one-time adjustments to the current profit and loss according to the requirements of tax and accounting laws and regulations on the current profit and loss    
Custody fee income from entrusted operations    
Other non-operating revenue and-3,078,442.83 -6,810,805.57-5,128,895.30
expenses other than the above items    
Other profit or loss items under the definition of non-recurring profit or loss    
Less: Income tax impact1,917,310.27 1,042,102.641,192,155.21
Impact of minority shareholder equity (after tax)2,314,480.49 688,969.45-187,247.54
Total8,026,545.18 6,073,394.196,511,719.56

Explanation of non-recurring profit and loss items listed in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1--Non-recurring Gains and Losses as recurring gain and loss items.
"□ Applicable" "√ Not applicable"

XI. Items Measured at Fair Value
"√ Applicable" "□ Not applicable"
Unit: Yuan Currency: RMB

ItemOpening balanceEnding balanceCurrent changeAmount of impact on the current profit
Receivables financing5,531,997.323,242,000.00-2,289,997.320.00
Investment in other equity instruments20,580,000.0056,402,400.0035,822,400.000.00
Total26,111,997.3259,644,400.0033,532,402.680.00

XII. Others
"□ Applicable" "√ Not applicable"

Section III Management Discussion and Analysis
I. Business Discussion and Analysis
1. Year-on-year growth in operating revenue
RMB4.633 billion RMB operating revenue, up by 23.47% YOY
Including RMB4.62 billion prime operating revenue, up by 23.28% YOY RMB12.72 million non-operating revenue

Prime operating revenue:
(1) Divided by channel

ChannelsAmountChange inChange inChange in   

  (RMB100 million)2021 over the previous year YOY (%)2020 over the previous year YOY (%)2019 over the previous year YOY (%)Percentage in 2021 (%)Percentage in 2020 (%)Percentage in 2019 (%)
OnlineDirect sales28.0376.1679.6388.2560.6642.4528.42
 Distribution11.218.5634.3637.9524.2727.5624.67
 Subtotal39.2449.5458.5960.9784.9370.0153.09
OfflineCosmetics store5.03-40.52-19.284.4210.8822.5633.61
 Others1.94-30.50-32.8126.334.197.4313.30
 Subtotal6.96-38.03-23.129.8215.0729.9946.91
Total46.2023.2820.2632.11100.00100.00100.00 
Note: The percentage of sales from each channel is the proportion of its sales in prime operating revenue.
(2) Divided by brand

By brand Amount (RMB100 million)Change in 2021 over the previous year YOY (%)Change in 2020 over the previous year YOY (%)Change in 2019 over the previous year YOY (%)Percentage in 2021 (%)Percentage in 2020 (%)Percentage in 2019 (%)
Own brandsProya38.2928.2512.4326.8182.8779.6685.21
 Timage2.46103.48--5.333.230.00
 Other brands4.09-5.9636.9119.748.8511.5910.18
 Subtotal44.8426.6319.1126.0297.0594.4895.39
Agency brandsCross-border agency brands1.36-34.0444.09-2.955.524.61
Total46.2023.2820.2632.11100.00100.00100.00 
Note: The proportion of sales of each brand is the proportion of its sales in prime operating revenue.
Among other self-owned brands, Timage achieved RMB246 million.

(3) Divided by category

CategoryAmount (RMB100 million)Change in 2021 over the previous year YOY (%)Change in 2020 over the previous year YOY (%)Change in 2019 over the previous year YOY (%)Percentage in 2021 (%)Percentage in 2020 (%)Percentage in 2019 (%)
Skincare (including cleansing)39.7822.7011.3824.8986.1086.5093.40
Make-up6.1832.97181.91482.4313.3812.415.29
Others0.24-41.050.47-0.521.091.31
Total46.2023.2820.2632.11100.00100.00100.00

2. Year-on-year growth in net profit
RMB576 million net profit attributable to shareholders of the listed company, up by 21.03% YOY RMB568 million net profit attributable to shareholders of the listed company net of non-recurring profit
and loss, up by 20.89% YOY


Indicator202120202019Notes
1. Net profit margin12.02%12.04%11.73% 
2. Gross profit margin66.46%63.55%63.96%1. Increased percentage of online sales; 2. Hero product strategy; 3. Increased percentage of online self-broadcasting.
3. Sales expense ratio42.98%39.90%39.16%Incubation of new brands (such as Timage, Correctors) and reshaping of brands (such as Hapsode), increased the expense in image promotion.
Where: Image promotion expense ratio36.12%32.68%26.86% 
4. Administrative expense ratio5.12%5.44%6.25% 
5. R&D expense ratio1.65%1.92%2.39%R&D expenses increased by RMB4.38 million YOY. The parent company's R&D expense ratio in 2021 was 3.55% (compared with 3.96% in the previous year).
6. Accounts receivable turnover rate (time/year)21.8815.5321.74Mainly because: (1) Revenue in 2021 increased by 23.47% YOY; (2) Accounts receivable as of the end of 2021 decreased by RMB146 million or 51.34% from the beginning of the year; the two factors above together increased the accounts receivable turnover rate.
7. Accounts receivable turnover days (days)16.4523.1816.56 
8. Inventory turnover rate (time/year)3.393.504.12 
9. Inventory turnover days (days)106.19102.8687.38 
(未完)
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