[年报]珀莱雅(603605):珀莱雅化妆品股份有限公司2023年年度报告(英文版)

时间:2024年04月18日 18:31:26 中财网

原标题:珀莱雅:珀莱雅化妆品股份有限公司2023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 2023

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 (and Head of Accounting Department) 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
1. Based on the total share capital (excluding the shares in the Company's special securities account for
repurchase) as of the record date on which equity distribution is implemented, the Company proposes to
distribute to all shareholders registered a cash dividend of RMB9.10 (tax inclusive) per 10 shares. Based
on the total share capital of 396,757,184 shares on December 31, 2023, deducting 2,210,825 shares in the
Company's special securities account for repurchase, it is estimated that the cash dividend to be distributed
will amount to RMB359,037,186.69 (tax inclusive) without converting the capital reserve into share capital or giving any bonus shares. 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 maintains the
said distribution ratios and yet adjusts the total distribution amounts. 2. On October 23, 2023, the Company completed the implementation of the 2023 semi-annual profit distribution plan. Based on the Company's total share capital of 396,823,346 shares before the implementation of the plan, a cash dividend of RMB0.38 per share (tax inclusive) was distributed, with a
total of RMB150,792,871.48 cash dividends distributed.
3. According to the Guideline No. 7 for the Self-regulatory Rules of Companies Listed on the Shanghai
Stock Exchange - Share Repurchase and other relevant regulations, for listed companies that repurchase
shares using cash as consideration through centralized bidding or tender offer, the amount of repurchased
shares in the current year shall be treated as the amount of cash dividends and counted in the calculation
of the cash dividend proportion for that year. In 2023, the Company repurchased shares amounting to
RMB39,076,754.20 (excluding transaction expenses) through centralized bidding. To conclude, the amount of cash dividends for the year 2023 (including the proposed annual dividend for
2023, the semi-annual cash dividend for 2023, and the amount of repurchased shares through centralized
bidding for 2023) accounts for 45.98% of the net profit attributable to the shareholders of the Company in
the consolidated statement of 2023.

VI.Disclosure of risks involved in forward-looking statements √ Applicable □ Not applicable
The Report contains forward-looking statements which involve the future plans, development strategies,
etc. of the Company, yet do not constitute substantive undertakings of the Company to investors. Investors should exercise caution prior to making investment decisions.
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.Disclosure of major risks
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 .............................................................................. 12
Section IV Corporate Governance ...................................................................................................... 46
Section V Environmental and Social Responsibility ......................................................................... 66
Section VI Important Matters .............................................................................................................. 71
Section VII Shareholders and Changes in Shares ............................................................................... 104
Section VIII Information on Preference Shares ................................................................................... 114
Section IX Information on Bonds ..................................................................................................... 115
Section X Financial Report .............................................................................................................. 120



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 toProya Cosmetics Co., Ltd. Huzhou Branch, a branch of the Company
Shanghai Branchrefers toProya Cosmetics Co., Ltd. Shanghai Branch, 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 CORRECTORSrefers toHangzhou CORRECTORS Trade Co.,Ltd., a wholly-owned subsidiary of Meiligu
Huzhou Keyanrefers toHuzhou Keyan E-commerce 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)
Proya Commercialrefers toHangzhou Proya Commercial Management Co., Ltd., a wholly-owned subsidiary of the Company
Tielexin Ainirefers toHangzhou Tielexin Aini Catering Management Co., Ltd., a wholly- owned subsidiary of Proya Commercial
Luxiaotierefers toHangzhou Luxiaotie Fitness Co., Ltd., a wholly-owned subsidiary of Proya Commercial
Hong Kong Keshirefers toHong Kong Keshi Trading Co., Ltd., a holding subsidiary of the Company
Hong Kong Xinghuorefers toHong Kong 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 Hong Kong Xinghuo
Hong Kong Xuchenrefers toHong Kong Xuchen Trading Limited, a wholly-owned subsidiary of Hong Kong Xinghuo
Proya Luxembourgrefers toProya Europe SARL, a wholly-owned subsidiary of Hong Kong Xinghuo
Shanghai ZhongwenrefersShanghai Zhongwen Electronic Commerce Co., Ltd., a wholly-owned
 tosubsidiary of the Company
Huzhou Niukerefers toHuzhou Niuke Technology Co., Ltd., a wholly owned 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
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 Beautyrefers toZhejiang Beauty 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 toOR Off & Relax, 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 toSinguladerm (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
Hubei Laiborefers toHubei Laibo Technology Co., Ltd., a wholly-owned subsidiary of the Company
PROYA PTErefers toPROYA PTE. LTD., a wholly-owned subsidiary of the Company
PROYA MALAYSIArefers toPROYA BEAUTY MALAYSIA SDN. BHD., a wholly-owned subsidiary of PROYA PTE
CSRCrefers toChina Securities Regulatory Commission
SSErefers toShanghai Stock Exchange
Pan-Chinarefers toPan-China Certified Public Accountants (Special General Partnership)
CSCrefersChina Securities Co., Ltd.
 to 
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 toRMB/RMB '0,000
Reporting Periodrefers toJanuary 1, 2023 to December 31, 2023

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, China Securities Journal, Securities Daily, Economic Information Daily, China Daily
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 addressOffice Tower 2, Run'ao Business Center, Xiaoshan District, Hangzhou
 Name of the signing accountantYIN Zhibin, WU Shaofang
Sponsor performing continuous supervisory duty during the Reporting PeriodNameChina 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 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 data20232022Year-on- year change (%)2021
Operating revenue8,904,573,501.396,385,451,424.0039.454,633,150,538.43
Net profit attributable to shareholders of the listed company1,193,868,141.81817,400,223.9346.06576,119,025.56
Net profit attributable to shareholders of the listed company net of non-recurring profit or loss1,174,144,260.32788,513,237.0148.91568,092,480.38
Net cash flow from operating activities1,468,793,814.581,111,136,117.2332.19829,670,943.82
 As of the end of 2023As of the end of 2022Year-on- year change (%)As of the end of 2021
Net assets attributable to shareholders of the listed company4,349,545,381.603,524,488,659.9623.412,876,975,835.98
Total assets7,323,078,222.455,778,071,824.1926.744,633,049,783.03

(II) Key financial indicators

Key financial indicators20232022Year-on-year change (%)2021
Basic earnings per share (RMB/share)3.012.0745.412.05
Diluted earnings per share (RMB/share)2.972.0544.882.01
Basic earnings per share net of non-recurring profit and loss (RMB/share)2.962.0048.002.02
Weighted average ROE (%)29.9425.95Up by 3.99 percentage points22.25
Weighted average ROE net of non-recurring profit and loss (%)29.4425.03Up by 4.41 percentage points21.94

Description of 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 1. 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

2. 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

3. Description of differences between international and Chinese accounting standards: □ Applicable √ Not applicable

IX.Major Financial Data for 2023 by Quarter
Unit: Yuan Currency: RMB

 Q1 (January - March)Q2 (April - June)Q3 (July - September)Q4 (October - December)
Operating revenue1,621,514,039.252,005,477,838.971,621,577,872.943,656,003,750.23
Net profit attributable to shareholders of the listed company208,032,832.00291,461,165.71246,469,143.36447,905,000.74
Net profit attributable to shareholders of the listed company net of non-recurring profit and loss197,980,896.41280,910,955.86246,996,239.57448,256,168.48
Net cash flow from operating409,773,960.44771,494,111.59-382,251,543.16669,777,285.71
activities    

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 2023Notes (if applicable)Amount for 2022Amount for 2021
Gains or losses from disposal of non-current assets, including write-offs of provision for adjusted asset impairment-703,593.33 60,155.60-112,183.24
Government grants recognized in profit or loss for the current period (excluding government grants that are closely related to the Company’s business operations, compliant with national policies, granted at set standards, and imposing sustaining influence on the Company's gains and losses)44,043,618.77 38,463,732.0715,448,962.01
Gains or losses from change in fair value generated by financial assets and liabilities held by non-financial businesses as well as gains or losses from disposal of financial assets and liabilities    
Capital occupation fees charged to the non- financial enterprises and included in profit or loss for the current period    
Gains or losses from entrusting others with investment or asset management    
Gains or losses from outward entrusted loaning    
Asset loss incurred by force majeure such as natural disasters    
Reversal of impairment provisions of accounts receivable that have undergone impairment testing alone289,706.45 2,782,350.76 
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    
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 from exchange of non-monetary assets    
Gains or losses from debt restructuring    
One-time expenses incurred due to the cessation of relevant business activities, such as staffing expenses    
One-time impact on current profit and loss due to the adjustments of taxes and accounting laws and regulations    
One-time share-based payment recognized for cancellation and modification of equity incentive plans    
Gains and losses from changes in the fair values of employee compensation payable for share-based payment in cash after the exercise date    
Gains or losses from changes in the fair values of Investment real estate that are subsequently measured using the fair value model    
Profits generated from transactions with unreasonable transaction price    
Gains or losses on contingencies that have no relation with the normal operation of the Company    
Custody fees of entrusted operation    
Other non-operating revenue and expenses besides the above items-7,456,554.85 -2,926,959.81-3,078,442.83
Other items that conform to the definition of non- recurring profit or loss-113,212.70Investment income from disposal of long-term equity investment  
Less: Effect of income tax10,105,613.47 3,689,885.551,917,310.27
Effect of minority equity (after tax)6,230,469.38 5,802,406.152,314,480.49
Total19,723,881.49 28,886,986.928,026,545.18
The reasons should be explained for the Company defining the non-recurring gains and losses items not
listed in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No. 1 – Non-Recurring Gains and Losses as non-recurring gains and losses items
of high value and defining the non-recurring profit and loss items listed in the same document as recurring
gains and losses 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 financing 7,378,700.067,378,700.06 
Other equity instrument investments146,402,400.00107,660,400.00-38,742,000.00 
Total146,402,400.00115,039,100.06-31,363,299.94 

XII.Other
□ Applicable √ Not applicable

Section III Management Discussion and Analysis

I.Business Discussion and Analysis
1. Year-on-year growth in operating revenue
Operating revenue - RMB8.905 billion, up by 39.45% YOY
RMB8.89billion prime operating revenue, up by 39.74% YOY
RMB15 million non-operating revenue

Prime operating revenue:

ChannelAmount (RMB100 million)Change in 2023 over the previous year YOY (%)Change in 2022 over the previous year YOY (%)Change in 2021 over the previous year YOY (%)2023 Percentage (%)2022 Percentage (%)2021 Percentage (%)

  67.4850.7059.7976.1675.9170.40 
 Distribution15.2616.4916.798.5617.1620.5824.27
 Subtotal82.7442.9647.5049.5493.0790.9884.93
OfflineHousehold chemicals4.9411.59-11.96-40.525.566.9610.88
 Other1.22-6.98-32.32-30.501.372.064.19
 Subtotal6.167.35-17.62-38.036.939.0215.07
Total88.9039.7437.6923.28100.00100.00100.00 
Note: The percentage of sales from each channel is the proportion of its sales in the prime operating
revenue.


Brand Amount (RMB100 million)Change in 2023 over the previous year YOY (%)Change in 2022 over the previous year YOY (%)Change in 2021 over the previous year YOY (%)2023 Percentage (%)2022 Percentage (%)2021 Percentage (%)
Self- owned brandsProya71.7736.3637.4628.2580.7382.7482.87
 TIMAGE10.0175.06132.04103.4811.268.995.33
 OR2.1571.17509.93-2.421.98-
 Hapsode3.0361.82188.27-3.412.94-
 Other brands1.9418.86-60.11-5.962.182.578.85
 Subtotal88.9040.8640.7426.63100.0099.2297.05
Agency brandsCross- border agency brands0.00-100.00-63.01-34.040.000.782.95
Total88.9039.7437.6923.28100.00100.00100.00 
Note: The percentage of sales of each brand is the proportion of its sales in primary operating revenue.
The sales of OR and Hapsode were incorporated into other brands for 2021 and prior years, but they have been shown separately since 2022.


CategoryAmount (RMB100 million)Change in 2023 over the previous year YOY (%)Change in 2022 over the previous year YOY (%)Change in 2021 over the previous year YOY (%)2023 Percentage (%)2022 Percentage (%)2021 Percentage (%)
Skincare (including cleansing)75.5937.8538.5622.7085.0386.2086.10
Make-up cosmetics11.1648.2821.7032.9712.5511.8213.38
Body & hair2.1571.17509.93-2.421.98-
Others0.00--100.00-41.050.000.000.52
Total88.9039.7437.6923.28100.00100.00100.00
Note: The "Body & hair" category is included in the "Skin care (including cleansing)" category before (未完)
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