[年报]珀莱雅(603605):珀莱雅化妆品股份有限公司2024年年度报告(英文版)

时间:2025年04月25日 17:41:38 中财网

原标题:珀莱雅:珀莱雅化妆品股份有限公司2024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 2024


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 RMB11.90 (tax inclusive) per 10 shares.
Based on the total share capital of 396,247,555 shares on December 31, 2024, 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 RMB468,903,708.70 (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. 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 2024, the Company repurchased shares amounting to
RMB153,038,949.37 (excluding transaction expenses) through centralized bidding. To conclude, the amount of cash dividends for the year 2024 (including the proposed annual dividend for
2024 and the amount of repurchased shares through centralized bidding for 2024) accounts for 40.07% of
the net profit attributable to the shareholders of the Company in the consolidated statement of 2024.

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 .............................................................................. 13
Section IV Corporate Governance ...................................................................................................... 62
Section V Environmental and Social Responsibility ......................................................................... 89
Section VI Important Matters .............................................................................................................. 93
Section VII Shareholders and Changes in Shares ............................................................................... 135
Section VIII Information on Preference Shares ................................................................................... 146
Section IX Information on Bonds ..................................................................................................... 147
Section X Financial Report .............................................................................................................. 154



Documents Available for InspectionFinancial statements signed and sealed by the Legal Representative, CFO of the Company, and Head 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
Hangzhou Glorisrefers toHangzhou Gloris 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)
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 Zhongwenrefers toShanghai Zhongwen Electronic Commerce Co., Ltd., a wholly-owned subsidiary of the Company
Huzhou Niukerefers toHuzhou Niuke Technology Co., Ltd., a wholly owned subsidiary of the Company
Hong Kong Wanyanrefers toHong Kong Wanyan Electronic Commerce Co., Limited, a wholly-owned subsidiary of Huzhou Niuke
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
TIMAGE Image Design & Artrefers toHangzhou TIMAGE Image Design & Art Co., Ltd., a subsidiary controlled by Ningbo TIMAGE Cosmetics Co., Ltd.
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
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
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
Xuzhou Boyarefers toXuzhou Boya 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
Ningbo Jingzherefers toNingbo Jingzhe Cosmetics Co., Ltd., a wholly-owned subsidiary of the Company
PROYA EUROPErefers toPROYA EUROPE SAS, 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 toRMB/RMB'0,000
Reporting Periodrefers toJanuary 1, 2024 to December 31, 2024

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 Revision of the Articles of Association and Change in Business Registration (Announcement No. 2019-008) disclosed by the Company on designated information disclosure platforms 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
Note: Since the proceeds from the public offering of A-share convertible corporate bonds have not been
fully utilized, China Securities will continue to monitor the use of the Company's raised funds and fulfill
its supervisory responsibilities.

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

Major accounting data20242023Year-on-year change (%)2022
Operating revenue10,778,411,781.208,904,573,501.3921.046,385,451,424.00
Net profit attributable to shareholders of the listed company1,551,995,692.291,193,868,141.8130.00817,400,223.93
Net profit attributable to1,521,668,826.621,174,144,260.3229.60788,513,237.01
shareholders of the listed company net of non-recurring profit or loss    
Net cash flow from operating activities1,107,000,664.191,468,793,814.58-24.631,111,136,117.23
 As of the end of 2024As of the end of 2023Year-on-year change (%)As of the end of 2022
Net assets attributable to shareholders of the listed company5,402,074,485.074,349,545,381.6024.203,524,488,659.96
Total assets7,530,182,694.007,323,078,222.452.835,778,071,824.19

(II) Key financial indicators

Key financial indicators20242023Year-on-year change (%)2022
Basic earnings per share (RMB/share)3.933.0130.562.07
Diluted earnings per share (RMB/share)3.922.9731.992.05
Basic earnings per share net of non-recurring profit and loss (RMB/share)3.852.9630.072.00
Weighted average ROE (%)32.5329.94Up by 2.59 percentage points25.95
Weighted average ROE net of non-recurring profit and loss (%)31.8929.44Up by 2.45 percentage points25.03

Description of the Company's major accounting data and financial indicators for the past three years as of
the end of the Reporting Period
"□ Applicable" "√ Not applicable"

VIII. Differences in Accounting Data under Chinese Accounting Standards and International Accounting Standards
(I) 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"

(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 Accounting Standards and Chinese Accounting Standards:
"□ Applicable" "√ Not applicable"

IX. Major Financial Data for 2024 by Quarter
Unit: Yuan Currency: RMB

 Q1 (January - March)Q2 (April - June)Q3 (July - September)Q4 (October - December)
Operating revenue2,181,919,106.722,819,546,364.001,964,567,889.653,812,378,420.83
Net profit attributable to shareholders of the listed company302,845,157.17398,826,217.72297,538,011.99552,786,305.41
Net profit attributable to shareholders of the listed company net of non-recurring profit and loss292,020,669.63386,975,848.70292,280,184.23550,392,124.06
Net cash flow from operating activities430,862,423.81231,240,370.58-258,104,753.36703,002,623.16

Description of differences between quarterly data and disclosed regular report data "□ Applicable" "√ Not applicable"

X. Non-recurring Gains and Losses (Items and Amounts)
"√ Applicable" "□ Not applicable"
Unit: Yuan Currency: RMB

Non-recurring gains and lossesAmount for 2024Notes (if applicable)Amount for 2023Amount for 2022
Gains or losses from disposal of non-current assets, including write- offs of provision for adjusted asset impairment-1,123,213.67 -703,593.3360,155.60
Government subsidies recognized in profit or loss for the current period (excluding government subsidies 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)54,855,476.92 44,043,618.7738,463,732.07
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 alone  289,706.452,782,350.76
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 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-978,230.78 -7,456,554.85-2,926,959.81
Other items that conform to the definition of non-recurring gain or loss  -113,212.70 
Less: Effect of income tax13,825,285.88 10,105,613.473,689,885.55
Effect of minority equity (after tax)8,601,880.92 6,230,469.385,802,406.15
Total30,326,865.67 19,723,881.4928,886,986.92
The reasons should be explained for the Company defining the non-recurring gain and loss 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 gain and loss items of high value
and defining the non-recurring gain and loss items listed in the same document as recurring gain and loss
items.
"□ Applicable" "√ Not applicable"

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

ItemBeginning balanceEnding balanceCurrent changeAmount of impact on the current profit
Receivable financing7,378,700.06 -7,378,700.06 
Other equity instrument investments107,660,400.0071,256,995.18-36,403,404.82 
Total115,039,100.0671,256,995.18-43,782,104.88 

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 - RMB10.778 billion, up by 21.04% YOY
RMB10.766 billion prime operating revenue, up by 21.09% YOY RMB12 million non-operating revenue

Prime operating revenue:
(1) By channel

Channel Amount (RMB100 million)YOY change in 2024 (%)YOY change in 2023 (%)YOY change in 2022 (%)2024 Percentage (%)2023 Percentage (%)2022 Percentage (%)
OnlineDirect sales81.2220.3550.7059.7975.4575.9170.40
 Distribution21.1238.4016.4916.7919.6117.1620.58
 Subtotal102.3423.6842.9647.5095.0693.0790.98
OfflineCosmetics stores3.64-26.2811.59-11.963.385.566.96
 Other1.6837.66-6.98-32.321.561.372.06
 Subtotal5.32-13.637.35-17.624.946.939.02
Total107.6621.0939.7437.69100.00100.00100.00 
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)YOY change in 2024 (%)YOY change in 2023 (%)YOY change in 2022 (%)2024 percentage (%)2023 percentage (%)2022 percentage (%)
Self-owned brandsProya85.8119.5536.3637.4679.6980.7382.74
 TIMAGE11.9119.0475.06132.0411.0711.268.99
 OR3.6871.1471.17509.933.422.421.98
 Hapsode3.329.4161.82188.273.083.412.94
 INSBAHA1.14138.36--1.06--
 Other brands1.8023.1818.86-60.111.682.182.57
 Subtotal107.6621.0940.8640.74100.00100.0099.22
Agency brandsCross- border agency Brands0.00--100.00-63.010.000.000.78
Total107.6621.0939.7437.69100.00100.00100.00 
Note: The percentage of sales of each brand is the proportion of its sales in primary operating revenue.
Prior to 2023, INSBAHA was classified under other brands. From 2024 onward, it is reported separately.

(3) By category

CategoryAmount (RMB100 million)YOY change in 2024 (%)YOY change in 2023 (%)YOY change in 2022 (%)2024 percentage (%)2023 percentage (%)2022 percentage (%)
Skincare (including cleansing)90.1919.3137.8538.5683.7885.0386.20
Make-up cosmetics13.6121.9648.2821.7012.6412.5511.82
Body & hair3.8679.4171.17509.933.582.421.98
Others0.00---100.000.000.000.00
Total107.6621.0939.7437.69100.00100.00100.00

2. YOY growth in net profit
RMB1.552 billion net profit attributable to shareholders of the listed company, up by 30.00% YOY. RMB1.522 billion net profit attributable to shareholders of the listed company net of non-recurring profit
and loss, up by 29.60% YOY.
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