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 theAnnual 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 theAnnual 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 Companyto 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. Whetherthereisanyexternalguaranteeprovidedinviolationofspecifieddecision-makingprocedures
No
IX. Whether the majority of the directors are unable to warrant the authenticity, accuracy and
completeness of theAnnual 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 andAnalysis...... 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
Financial statements signed and sealed by the Legal Representative, CFO of the
Company, and Head of Accounting Department
Documents Original copy of the audit report stamped by the accounting firm and signed and sealed
Available for by certified public accountants.
Inspection Original copies of all documents and announcements of the Company disclosed during
t