珀莱雅：珀莱雅化妆品股份有限公司2024年年度报告

Proya Cosmetics Co., Ltd.Annual Report 2024 Important Notes I.The Board of Directors, Board of Supervisors, directors, supervisors and senior managementof 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 andseverally liable therefore. II.All directors of the Company attended the meeting of the Board of Directors. III.Pan-China Certified PublicAccountants (Special General Partnership) has issued a standardunqualified audit report to the Company. IV.HOU Juncheng, chairman of the Company, and WANG Li, CFO (and Head of AccountingDepartment) of the Company represent and warrant that the financial report in the Annual Reportis authentic, accurate and complete. V.The profit distribution plan or capital reserve capitalization plan for the Reporting Periodapproved by the Board of Directors 1. Based on the total share capital (excluding the shares in theCompany's special securities account forrepurchase) as of the record date on which equity distribution is implemented, the Company proposes todistribute to all shareholders registered a cash dividend of RMB11.90(tax inclusive) per 10 shares.Based on the total share capital of396,247,555shares on December 31, 2024, deducting 2,210,825shares in the Company's special securities account for repurchase, it is estimated that the cash dividendto be distributed will amount to RMB468,903,708.70(tax inclusive) without converting the capitalreserve into share capital or giving any bonus shares. In case of a change in the Company's total sharecapital due to the conversion of convertible bonds before the record date for equity distribution, theCompany maintains the said distribution ratios and yet adjusts the total distribution amounts. 2. According to theGuideline No. 7 for the Self-regulatory Rules of Companies Listed on the ShanghaiStock Exchange-Share Repurchaseand other relevant regulations, for listed companies that repurchaseshares using cash as consideration through centralized bidding or tender offer, the amount of repurchasedshares in the current year shall be treated as the amount of cash dividends and counted in the calculationof the cash dividend proportion for that year. In 2024, the Company repurchased shares amounting toRMB153,038,949.37(excluding transaction expenses) through centralized bidding. To conclude, the amount of cash dividends for the year 2024 (including the proposed annual dividend for2024 and the amount of repurchased shares through centralized bidding for 2024) accounts for40.07%ofthe 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. Investorsshould exercise caution prior to making investment decisions. VII.Whether there is anynon-operating capital occupation by a controlling shareholder and otherrelated partiesNo VIII.Whether there is any external guarantee provided in violation of specified decision-makingproceduresNo IX.Whether the majority of the directors are unable towarrant the authenticity, accuracy andcompleteness of the Annual Report disclosed by the CompanyNo 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 ManagementDiscussion and Analysis". XI.Other"□ Applicable""√ Not applicable" Contents Section IDefinitions...........................................................................................................................5Section IICompanyProfileand Key Financial Indicators..................................................................7Section IIIManagement Discussion and Analysis..............................................................................13Section IVCorporateGovernance......................................................................................................62Section VEnvironmental and Social Responsibility.........................................................................89Section VIImportant Matters..............................................................................................................93Section VIIShareholders and Changes in Shares...............................................................................135Section VIIIInformation onPreferenceShares...................................................................................146Section IXInformation on Bonds.....................................................................................................147Section XFinancial Report.............................