[年报]珀莱雅(603605):珀莱雅化妆品股份有限公司2022年年度报告(英文版)

时间:2023年04月20日 17:35:37 中财网

原标题:珀莱雅:珀莱雅化妆品股份有限公司2022年年度报告(英文版)

Stock Code: 603605 Stock Abbreviation: Proya Bond Code: 113634 Bond Abbreviation : Proya Convertible Bond Proya Cosmetics Co., Ltd.
Annual Report 2022
Important Notes
I. The Board of Directors, Board of Supervisors, directors, supervisors and senior management of the Company warrant that the content of the Annual Report is authentic, accurate and complete, free from false records, misleading statements and major omissions, and 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, and WANG Li, CFO of the Company and Head of Accounting Department, 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 on which equity distribution is implemented, the
Company proposes to distribute to all shareholders registered a cash dividend of RMB8.7 (tax inclusive)
per 10 shares, and convert the capital reserve into share capital in the proportion of 4 shares for every 10
shares held, but give no bonus shares. Based on the total share capital of 283,519,469 shares on December
31, 2022, it is estimated that the cash dividend to be distributed will amount to RMB246,661,938.03 (tax
inclusive) and a total of 113,407,788 shares will be converted. In case of a change in the Company's total share capital due to the conversion of convertible bonds before
the record date for equity distribution, the Company maintain the said distribution and conversation ratios
and yet adjust the total distribution and conversion amounts.
VI. Disclosure of risks involved in forward-looking statements √ Applicable □ Not applicable
Any future plan, development strategy and other descriptions 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 other related parties
No

VIII. Whether there is any external guarantee provided in violation of 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. Other
□ Applicable √ Not applicable

Contents
Section I Definitions ........................................................................................................................... 5
Section II Company Profile and Key Financial Indicators .................................................................. 7
Section III Management Discussion and Analysis .............................................................................. 13
Section IV Corporate Governance ...................................................................................................... 50
Section V Environmental and Social Responsibility ......................................................................... 72
Section VI Important Matters .............................................................................................................. 77
Section VII Shareholders and Changes in Shares ............................................................................... 105
Section VIII Information on Preference Shares ................................................................................... 115
Section IX Information on Bonds ..................................................................................................... 116
Section X Financial Report .............................................................................................................. 119



Documents Available for InspectionFinancial statements signed and sealed by the Legal Representative, CFO of the Company, and person in charge of Accounting Department
 Original copy of the audit report stamped by the accounting firm and 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 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 Companyrefers toProya Cosmetics Co., Ltd.
Huzhou Branchrefers toHuzhou Branch of Proya Cosmetics Co., Ltd., a branch of the Company
Shanghai Branchrefers toShanghai Branch of Proya Cosmetics Co., Ltd., a branch of the Company
Proya Traderefers toHangzhou Proya Trade Co., Ltd., a wholly-owned subsidiary of the Company
Korea Hannarefers toHanna Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Anya (Huzhou)refers toAnya (Huzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of Korea Hanna
Yueqing Laiyarefers toYueqing Laiya Trading Co., Ltd., a wholly-owned subsidiary of the Company
Huzhou UZEROrefers toHuzhou UZERO Trading Co., Ltd., a wholly-owned subsidiary of the Company
Mijing Siyu (Hangzhou)refers toMijing Siyu (Hangzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Meiligurefers toZhejiang Meiligu Electronic Commerce Co., Ltd., a wholly- owned subsidiary of the Company
Chuangdai Electronicsrefers toHuzhou Chuangdai E-commerce Co., Ltd., a wholly-owned subsidiary of Meiligu
Hangzhou Boxinrefers toHangzhou Boxin Trading Co., Ltd., a wholly-owned subsidiary of Meiligu
Hapsode (Hangzhou)refers toHapsode (Hangzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Korea Hapsoderefers toHapsode Co., Ltd., a wholly-owned subsidiary of Hapsode (Hangzhou)
Huzhou Hapsoderefers toHuzhou Hapsode Trading Co., Ltd., a wholly-owned subsidiary of Hapsode (Hangzhou)
Danyang Hapsoderefers toDanyang Hapsode Cosmetics Trading Co., Ltd., a wholly- owned subsidiary of Hapsode (Hangzhou)
Proya Commercialrefers toHangzhou Proya Commercial Management Co., Ltd., a wholly-owned subsidiary of the Company
Tiedingxianrefers toHangzhou Tiedingxian Catering Management Co., Ltd., a holding subsidiary of Proya Commercial
Tielexin Ainirefers toHangzhou Tielexin Aini Catering Management Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Xiake Barrefers toHangzhou Xiake Bar Catering Management Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Luxiaotierefers toHangzhou Luxiaotie Fitness Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Donghai Wangchaorefers toHangzhou Donghai Wangchao Catering Management Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Hong Kong Keshirefers toHong Kong Keshi Trading Co., Ltd., a holding subsidiary of the Company
Hongkong Xinghuorefers toHongkong Xinghuo Industry Limited, a wholly-owned subsidiary of the Company
Hong Kong Zhongwenrefers toHong Kong Zhongwen Electronic Commerce Co., Limited, a wholly-owned subsidiary of Hongkong Xinghuo
Hong Kong Xuchenrefers toHong Kong Xuchen Trading Limited, a wholly-owned subsidiary of Hongkong Xinghuo
Proya Luxembourgrefers toProya Europe SARL, a wholly-owned subsidiary of Hongkong Xinghuo
Shanghai Zhongwenrefers toShanghai Zhongwen Electronic Commerce Co., Ltd., a wholly-owned subsidiary of the Company
Huzhou Niukerefers toHuzhou Niuke Technology Co., Ltd., a holding subsidiary of the Company
Hangzhou Wanyanrefers toHangzhou Wanyan Culture Media Co., Ltd., a wholly-owned subsidiary of Huzhou Niuke
Hong Kong Wanyanrefers toHong Kong Wanyan Electronic Commerce Co., Limited, a wholly-owned subsidiary of Huzhou Niuke
Huzhou Younimirefers toHuzhou Younimi Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Korea Younimirefers toKorea Younimi Cosmetics Co., Ltd., a holding subsidiary of the Company
Ningbo TIMAGErefers toNingbo TIMAGE Cosmetics Co., Ltd., a holding subsidiary of the Company
Hangzhou TIMAGErefers toHangzhou TIMAGE Cosmetics Co., Ltd., a wholly-owned subsidiary of Ningbo TIMAGE
Ningbo Keshirefers toNingbo Keshi Trading Limited, a holding subsidiary of the Company
Zhejiang Beuterefers toZhejiang Beute Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Ningbo Proyarefers toNingbo Proya Enterprise Consulting Management Co., Ltd., a wholly-owned subsidiary of the Company
Zhejiang Qingyarefers toZhejiang Qingya Culture Art Communication Co., Ltd., a holding subsidiary of the Company
Boya (Hong Kong)refers toBoya (Hong Kong) Investment Management Co., Limited, a wholly-owned subsidiary of the Company
Japan ORrefers toO&R Co., Ltd., a holding subsidiary of Boya (Hong Kong)
Ningbo Tangyurefers toNingbo Tangyu Trading Co., Ltd., a wholly-owned subsidiary of Japan OR
Hangzhou Weiluokerefers toHangzhou Weiluoke Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Hangzhou Yizhuorefers toHangzhou Yizhuo Culture Media Co., Ltd., a wholly-owned subsidiary of the Company
Hangzhou Oumisirefers toHangzhou Oumisi Trading Co., Ltd., a wholly-owned subsidiary of the Company
Guangzhou Qianxirefers toGuangzhou Qianxi Network Technology Co., Ltd., a wholly- owned subsidiary of the Company
Proya (Hainan)refers toProya (Hainan) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Singuladerm (Hangzhou)refers toShenggelan (Hangzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
Xuzhou Laiborefers toXuzhou Laibo Information Technology Co., Ltd., a wholly- owned subsidiary of the Company
Proya (Zhejiang)refers toProya (Zhejiang) Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
CSRCrefers toChina Securities Regulatory Commission
SSErefers toShanghai Stock Exchange
Pan-Chinarefers toPan-China Certified Public Accountants (Special General Partnership)
CSCrefers toChina Securities Co., Ltd.
Company Lawrefers toCompany Law of the People's Republic of China
Securities Lawrefers toSecurities Law of the People's Republic of China
Articles of Associationrefers toArticles of Association of Proya Cosmetics Co., Ltd.
RMB/RMB’0,000refers toRenminbi Yuan/Renminbi 10,000 Yuan
Reporting Periodrefers toJanuary 1, 2022 to December 31, 2022

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, Liuxia Street, Xihu District, Hangzhou City, Zhejiang Province
Historical changes in the Company's registered addressFor details, please refer to the Announcement on Amending the Articles of Association and Applying for Changing Business Registration (No.2019-008) disclosed by the Company on the designated media on February 27, 2019.
Office address of the CompanyProya Building, No. 588 Xixi Road, Xihu District, Hangzhou City, Zhejiang Province
Postal code of the registered office 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 ExchangeProya603605None

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 ReportingNameChina Securities Co., Ltd.
 Office addressRoom 2203, North Tower, Shanghai Securities Building, No. 528, Pudong South Road, Shanghai
 Names of the sponsor's signing representativesGE Liang, WANG Zhan
 Period of continuousJanuary 4, 2022 - December 31, 2023
Periodsupervision 

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

Major accounting data20222021Year-on-year change (%)2020
Operating revenue6,385,451,424.004,633,150,538.4337.823,752,386,849.02
Net profit attributable to shareholders of the listed company817,400,223.93576,119,025.5641.88476,009,298.41
Net profit attributable to shareholders of the listed company net of non-recurring profit or loss788,513,237.01568,092,480.3838.80469,935,904.22
Net cash flow from operating activities1,111,136,117.23829,670,943.8233.92331,550,109.14
 As of the end of 2022As of the end of 2021Year-on-year change (%)As of the end of 2020
Net assets attributable to shareholders of the listed company3,524,488,659.962,876,975,835.9822.512,391,535,435.94
Total assets5,778,071,824.194,633,049,783.0324.713,636,882,185.29

(II) Key Financial Indicators

Key financial indicators20222021Year-on-year change (%)2020
Basic earnings per share (RMB/share)2.902.871.052.37
Diluted earnings per share (RMB/share)2.872.812.142.37
Basic earnings per share net of non-recurring profit and loss (RMB/share)2.802.83-1.062.34
Weighted average ROE (%)25.9522.25Up by 3.70 percentage points21.82
Weighted average ROE net of non-recurring profit and loss (%)25.0321.94Up by 3.09 percentage points21.54

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 international and Chinese accounting standards: □ Applicable √ Not applicable

IX. Major Financial Data for 2022 by Quarter
Unit: Yuan Currency: RMB

 Q1 (January - March)Q2 (April - June)Q3 (July - September)Q4 (October - December)
Operating revenue1,254,357,336.991,371,585,907.301,336,130,787.672,423,377,392.04
Net profit attributable to shareholders of the listed company158,420,986.20138,518,529.34198,375,641.64322,085,066.75
Net profit attributable to shareholders of the listed company net of non-recurring profit and loss146,724,879.18134,172,539.35196,100,724.25311,515,094.23
Net cash flow from operating activities342,107,055.69371,675,074.6958,091,203.29339,262,783.56

Description of differences between quarterly data and disclosed regular report 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 2022Note (if applicable)Amount for 2021Amount for 2020
Gain or loss on disposal of non-current assets60,155.60 -112,183.24150,560.30
Unauthorized approval, no formal    
Non-recurring profit and loss itemAmount for 2022Note (if applicable)Amount for 2021Amount for 2020
approval, or occasional tax refund or reduction    
Government grants recognized in profit or loss for the current period (excluding government grants that are closely related to the Company's business operations and gained at a fixed amount or quantity according to national standards)38,463,732.07 15,448,962.0112,198,410.18
Capital occupation fees charged to the non- financial enterprises and included in profit or loss for the current period    
Gains when the investment cost of acquiring a subsidiary, an associate and a joint venture is less than the fair value of the identifiable net assets of the invested entity    
Gains or losses from exchange of non- monetary assets    
Gains or losses from entrusting others with investment or asset management    
Asset impairment provision accrued for force majeure such as natural disasters    
Gains or losses from debt restructuring    
Enterprise restructuring fees, such as staffing expenses and integration fees    
Profit and loss of the part exceeding fair value generated from transaction with unreasonable transaction price    
Current net gains or losses of subsidiaries established by business combination involving enterprises under common control from the beginning of the period to the combination date    
Gains or losses on contingencies that have no relation with the normal operation of the Company    
Gains or losses from change in fair value by held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities and derivative financial liabilities, and investment income from disposal of held-for-trading financial assets, derivative financial assets, held-for- trading financial liabilities, derivative   2,266,301.37
Non-recurring profit and loss itemAmount for 2022Note (if applicable)Amount for 2021Amount for 2020
financial liabilities and other debt investments, excluding the effective hedging businesses related with normal operations of the Company    
Reversal of provision for impairment of receivables and contract assets individually tested for impairment2,782,350.76   
Gains or losses from outward entrusted loaning    
Gains or losses from changes in the fair values of Investment real estate that are subsequently measured using the fair value model    
Impact of a one-time adjustment on current profit and loss according to the requirements of tax and accounting laws and regulations    
Custody fees of entrusted operation    
Other non-operating revenue and expenses besides the above items-2,926,959.81 -3,078,442.83-6,810,805.57
Other items that conform to the definition of non-recurring profit or loss    
Less: Effect of income tax3,689,885.55 1,917,310.271,042,102.64
Effect of minority equity (after tax)5,802,406.15 2,314,480.49688,969.45
Total28,886,986.92 8,026,545.186,073,394.19

The reasons should be explained for the non-recurring profit and loss items defined by the Company according to the definition of the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public: Non-recurring Profit and Loss, and the definition of
the non-recurring profit and loss items listed in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public: Non-recurring Profit and Loss as recurring profit 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
Receivable financing3,242,000.00 -3,242,000.000.00
Other equity56,402,400.00146,402,400.0090,000,000.000.00
instrument investments    
Total59,644,400.00146,402,400.0086,758,000.000.00

XII. Other
□ Applicable √ Not applicable

Section III Management Discussion and Analysis

I. Business Discussion and Analysis
1. Year-on-year growth in operating revenue
RMB6.385 billion operating revenue, up by 37.82% YOY
including RMB6.362 billion prime operating revenue, up by 37.69% YOY RMB23 million non-operating revenue

Prime operating revenue:
(1) By channel

Channel Amount (RMB100 million)Change in 2022 over the previous year YOY (%)Change in 2021 over the previous year YOY (%)Change in 2020 over the previous year YOY (%)Proportion of 2022 (%)Proportion of 2021 (%)Proportion of 2020 (%)
OnlineDirect sales44.7859.7976.1679.6370.4060.6642.45
 Distribution13.1016.798.5634.3620.5824.2727.56
 Subtotal57.8847.5049.5458.5990.9884.9370.01
OfflineHousehold chemicals4.43-11.96-40.52-19.286.9610.8822.56
 Others1.31-32.32-30.50-32.812.064.197.43
 Subtotal5.74-17.62-38.03-23.129.0215.0729.99
Total63.6237.6923.2820.26100.00100.00100.00 
Note: The percentage of sales from each channel is the proportion of its sales in the prime operating
revenue.

(2) By brand

Brand Amount (RMB100 million)Change in 2022 over the previous year YOY (%)Change in 2021 over the previous year YOY (%)Change in 2020 over the previous year YOY (%)Proportion of 2022 (%)Proportion of 2021 (%)Proportion of 2020 (%)
Self- owned brandsProya52.6437.4628.2512.4382.7482.8779.66
 TIMAGE5.72132.04103.48-8.995.33-
 OR1.26509.93--1.98--
 Hapsode1.87188.27--2.94--
  1.63-60.11-5.9636.912.578.85 
 Subtotal63.1240.7426.6319.1199.2297.0594.48
Agency brandsCross- border agency brands0.50-63.01-34.0444.090.782.955.52
Total63.6237.6923.2820.26100.00100.00100.00 
Note: The proportion of sales of each brand is the proportion of its sales in the prime operating revenue;The
data of OR and Hapsode is incorporated into that of other brands in 2021 and therebefore, but is separately
listed in 2022 and thereafter.

(3) By category

CategoryAmount (RMB100 million)Change in 2022 over the previous year YOY (%)Change in 2021 over the previous year YOY (%)Change in 2020 over the previous year YOY (%)Proportion of 2022 (%)Proportion of 2021 (%)Proportion of 2020 (%)
Skincare (including cleansing)54.8438.5622.7011.3886.2086.1086.50
Make-up cosmetics7.5221.7032.97181.9111.8213.3812.41
Body & hair1.26509.93--1.98--
Others0.00-100.00-41.050.470.000.521.09
Total63.6237.6923.2820.26100.00100.00100.00
Note: The " Body & hair " category is included in the "Skincare (including cleansing)" category before
2021, and is separately listed after 2022.

2. YOY growth in net profit
RMB817 million net profit attributable to shareholders of the listed company, up by 41.88% YOY RMB789 million net profit attributable to shareholders of the listed company net of non-recurring profit
and loss, up by 38.80% YOY

Indicator202220212020Notes
1. Net profit margin13.02%12.02%12.04%Mainly due to the increased gross profit margin.
2. Gross profit margin69.70%66.46%63.55%Mainly due to: 1. Increased percentage of online direct sales; 2. Hero product strategy;
3. Sales expense ratio.43.63%42.98%39.90%Mainly due to: 1. Incubation of new brands (such as TIMAGE and OR); 2. Reshaping of brands (such as Hapsode) and increased
    spending in image promotion.
Of which: image promotion fee rate37.90%36.12%32.68% 
4. Administrative expense ratio5.13%5.12%5.44% 
5. R&D expense ratio2.00%1.65%1.92%Mainly due to: 1. The R&D expense was increased by 67.15% YOY (an absolute increase of RMB51.43 million); 2. The parent company's R&D expense ratio was 4.31% in 2022 (compared with 3.55% for the same period last year).
6. Accounts receivable turnover rate (time/year)53.0421.8815.53Mainly due to: 1. Year-on-year growth in operating revenue in 2022 2. Decreased average balance of accounts receivable.
7. Accounts receivable turnover days (days)6.7916.4523.18 
8. Inventory turnover rate (time/year)3.463.393.50 
9. Inventory turnover days (days)103.91106.19102.86 
(未完)
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