国浩律师（杭州）事务所 关于 珀莱雅化妆品股份有限公司 2022 年限制性股票激励计划 第三个解除限售期解除限售相关事项 之 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 第三个解除限售期解除限售相关事项 网址/Website：http://www.grandall.com.cn 二〇二五年九月 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关于 珀莱雅化妆品股份有限公司 2022 年限制性股票激励计划 法律意见书 之 致：珀莱雅化妆品股份有限公司 根据珀莱雅化妆品股份有限公司（以下简称"珀莱雅"或"公司"）与国浩 律师（杭州）事务所（以下简称"本所" ...

二、监事会会议审议情况 与会监事现场审议通过了如下议案： （一）审议通过《关于 2022 年限制性股票激励计划第三个解除限售期解除 限售条件成就的议案》 监事会认为： | 证券代码：603605 | 证券简称：珀莱雅 | 公告编号：2025-052 | | --- | --- | --- | | 债券代码：113634 | 债券简称：珀莱转债 | | 珀莱雅化妆品股份有限公司 关于第四届监事会第六次会议决议的公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 珀莱雅化妆品股份有限公司（以下简称"公司"）第四届监事会第六次会议 通知于 2025 年 9 月 3 日以电子邮件方式送达全体监事，会议于 2025 年 9 月 8 日在公司会议室以现场方式召开。本次会议由监事会主席侯露婷女士主持，会议 应出席监事 3 人，实际出席监事 3 人。本次监事会会议的召集、召开符合《中华 人民共和国公司法》、《珀莱雅化妆品股份有限公司章程》的有关规定，决议内 容合法有效。 特此公告。 珀莱雅化妆品股份有限公司 监 事 ...

整理｜兰杰 Busy Money 花知晓宣布完成由珀莱雅独家投资的B轮融资 据IT桔子9月2日消息，国货彩妆品牌花知晓宣布完成B轮融资，由珀莱雅独家投资，池杉资本担任长期 独家财务顾问。此次融资将用于品牌全球化扩张、供应链整合与内容创新等方向。花知晓定位少女彩 妆，产品涵盖眼影、口红等品类。 品牌此前已完成两轮融资——2020年底获天图投资千万级人民币Pre-A轮注资；2021年3月再获坤言资本 独家投资的近亿元A轮融资。此次获得珀莱雅的独家投资，是花知晓继2024年股权重组、引入产业资本 后，再次获得行业龙头企业的战略加持。 "唯壹文化"完成千万级天使轮融资 36氪获悉，近日，专注于沉浸式全景娱乐体验服务的"唯壹文化"近期完成千万级天使轮融资，投资方为 善贾投资（海南）有限公司。本轮融资将用于沉浸式全景项目开发、自有IP运营等关键业务。唯壹文化 成立于2023年，目前有两大核心业务板块，分别是沉浸式全景娱乐体验项目、围绕自有IP《青绿宇宙》 的系列开发。 精酿品牌"TAGSIU 醍宿酿造"完成近千万 Pre-A轮融资 36 氪获悉，精酿品牌"TAGSIU 醍宿酿造"（下称"TAGSIU"）已完成近千万 Pr ...

Group 1: Company Performance - Proya achieved a revenue of 5.362 billion yuan in the first half of 2025, representing a year-on-year growth of 7.21%, with a net profit of 799 million yuan, up 13.80% [2] - Nongfu Spring reported a revenue of 25.622 billion yuan for the first half of 2025, marking a 15.6% increase year-on-year, with a net profit of 7.622 billion yuan, up 22.1% [5] - Lululemon's Q2 revenue for fiscal year 2025 reached $2.5 billion, with a 7% year-on-year growth, and a 25% increase in revenue from mainland China [3] Group 2: Strategic Initiatives - Proya announced the initiation of its Hong Kong stock listing plan, aiming to enhance its capital strength and competitiveness on an international scale [2] - Lululemon plans to open approximately 15 new stores in the Americas in 2025, with a significant focus on expanding in the Chinese market [3] - Lekker Sports signed an official partnership with the Chinese National Weightlifting Team to enhance its brand image and service quality [4][5] Group 3: Product Launches and Innovations - Zdeer launched the G4 series of bone conduction hearing aids, emphasizing all-day comfort and performance for users [8] - DESCENTE held a 90th-anniversary exhibition showcasing its history and innovations in sports equipment [13] - BIRKENSTOCK introduced the 1774 Becomes Berlin collection, reinterpreting classic shoe designs with modern aesthetics [14]

Core Viewpoint - On September 8, a total of 21 listed companies had their restricted shares unlocked, with a total market value of approximately 35.072 billion yuan [1] Summary by Category Restricted Share Unlocking - The specific situation of restricted share unlocking includes various companies and the types of shares being unlocked, such as equity incentive restricted circulation and pre-issue share restrictions [1] - Notable companies include: - Xizang Mining (000762) with 17,300 shares unlocked - Fida Environmental Protection (600526) with 9.284 million shares unlocked - Jichuan Pharmaceutical (600566) with 2.073 million shares unlocked - Nanguang Energy Storage (600995) with 2.234 billion shares unlocked, the largest among the listed companies [1] Market Impact - The total market value of the unlocked shares is significant, indicating potential liquidity changes in the market [1] - Companies like Xibu Gold (601069) and Shengtong Energy (001331) also had substantial amounts of shares unlocked, with 198 million and 126 million shares respectively [1]

Investment Rating - The industry investment rating is "Positive" (maintained) [1] Core Insights - The report highlights a robust growth in domestic travel during the summer of 2025, with a total of 11.9 billion people expected to travel, reflecting a year-on-year increase of 4.3% [5][16] - The report emphasizes the strong performance of Long White Mountain, which received 825,200 visitors in August 2025, marking a 14.9% increase year-on-year, setting a new monthly record [30] - The report discusses the rise of AI-driven creative applications, particularly the success of Meitu's AI features, which have gained significant traction globally [6][32] - The report notes the acceleration of internationalization efforts by Proya, including a strategic investment in Huazhihao, aimed at expanding its global footprint [7][42] Summary by Sections Travel and Tourism - Domestic travel is projected to reach 11.9 billion trips during the summer of 2025, with air travel expected to carry 147 million passengers, a 3.4% increase year-on-year [5][16] - Hotel performance is under pressure, with average room rates declining, particularly in mid-range and economy segments, while luxury hotels remain stable [22][29] - Long White Mountain's visitor numbers in August 2025 reached 825,200, a 14.9% increase from the previous year, with cumulative visitors for the year at 2.67 million, up 11.7% [30] AI and Creative Applications - Meitu's AI features, particularly the Nano Banana, have gained popularity, leading to top rankings in app stores in Thailand and Laos [6][35] - The introduction of the WearWow AI fashion app aims to enhance user experience by integrating shopping capabilities directly into the app [37][39] - As of the first half of 2025, Meitu's paid subscribers in the U.S. surpassed those in Japan, indicating strong growth potential in Western markets [40] Beauty Industry - Proya's investment in Huazhihao aims to leverage the brand's appeal among Gen Z consumers, focusing on high aesthetic and emotional value [7][42] - The report indicates that domestic beauty brands are outperforming international brands on platforms like Douyin, with a notable shift towards higher-priced products [57][59] - The beauty market is witnessing a trend towards premiumization, with a significant increase in the sales proportion of high-priced items [58][60]

New Product Launches - Mengniu has launched a new functional milk series targeting the elderly, including three products with 3.6g of native protein and 120mg of calcium per box [5][6] - Qingdao Beer has introduced a new white beer called "Hua Kai Mo Bai," with a malt concentration of 9% in 500ml cans [6] - Guizhou Chun has released two new products, Pure 6 and Pure 12, both at 40.9 degrees and positioned at 300 yuan and 500 yuan price points respectively [6] - "Guo Zi Shu Liao" has launched a new barley tea product, which is caffeine-free and sugar-free, with a minimum of 10g/L roasted barley [7] - "Moli Nai Bai" has collaborated with Shanghai Animation Film Studio to launch two new products inspired by the classic animation "Ginseng Fruit" [9] - Mixue Ice City has introduced two new back-to-school drinks, Lemon Milk Coffee priced at 8 yuan and Snow King Lemon Milk at 7 yuan [9] Market Expansion and Strategic Moves - H&M has officially entered the Brazilian market by opening its first store in São Paulo and launching an e-commerce platform [11] - Lucky Coffee has opened its first overseas store in Malaysia, marking the beginning of its global expansion [11] - The hotel brand Ying'nFlo has opened its first store in Wuhan, focusing on high-quality experiences for the new generation [11] - Haidilao has opened its first community store in Beijing, offering breakfast items and plans to expand its menu [12] - Yili Group has formed a strategic partnership with Hainan Airlines to promote its dairy products on flights [12] Investment and Financing Activities - Proya has announced plans to go public in Hong Kong to enhance its international strategy and financing capabilities [15] - a2 Milk Company has completed the acquisition of a milk powder manufacturing plant in New Zealand previously owned by Yashili [16] - The cosmetics brand Huazhi Xiao has completed a Series B financing round to support its global expansion and supply chain integration [16] - Debut, a biotech beauty leader, has secured $20 million in funding to accelerate its AI-based ingredient discovery platform [18] - PepsiCo has agreed to increase its stake in Celsius Holdings for $585 million, raising its ownership to 11% [19] New Food and Beverage Products - Shuanghui has launched "Crispy Pig Skin" snacks with two flavors, significantly reducing fat content compared to traditional chips [20] - Master Kong has introduced a new "Duck Shit Fragrant Lemon Tea," featuring rich tea flavors and natural sweetness [21] - Want Power, a brand under Wangwang, has launched a new product "Berry Care," rich in core ingredients beneficial for health [21] - Nongfu Spring has released a new "Water Source Bottle" series showcasing water from 15 premium sources [21] - Kirin Beverage has launched a new roasted tea latte, suitable for various occasions [22]

Investment Rating - The report maintains a "Buy" rating for the cosmetics and medical beauty sector, highlighting strong growth potential and investment opportunities in the industry [14][19]. Core Insights - The cosmetics and medical beauty sector has shown resilience, outperforming the market during the week of August 29 to September 5, 2025, with the Shenwan Beauty Care Index declining only 0.8% [3][4]. - The transition to autumn skincare marks the beginning of a consumption peak for the sector, with significant sales events such as the Autumn Beauty Consumption Festival and Double 11 approaching, creating new investment opportunities [9][10]. - Major companies in the sector are optimistic about their performance in the second half of 2025, as indicated by a recent conference involving over ten beauty care companies [9]. Summary by Sections Industry Performance - The Shenwan Cosmetics Index remained stable, outperforming the Shenwan A Index by 1.4 percentage points, while the Shenwan Personal Care Index fell by 1.8%, underperforming the Shenwan A Index by 0.3 percentage points [3][4]. Key Company Reviews - **Mao Geping (1318HK)**: Reported a revenue of 2.59 billion yuan for H1 2025, a year-on-year increase of 31%, with a net profit of 670 million yuan, up 36%. The color cosmetics segment saw a revenue of 1.42 billion yuan, while skincare generated 1.09 billion yuan, reflecting strong brand momentum [10][11]. - **Shangmei Co. (02145HK)**: Achieved a revenue of 4.108 billion yuan in H1 2025, a 17.3% increase, with a net profit of 556 million yuan, up 34.7%. The main brand, Han Shu, contributed significantly to growth, with a revenue of 3.344 billion yuan [16][17]. Investment Recommendations - Recommended companies include Shangmei Co., Porlaia, and Shanghai Jahwa, which have strong brand matrices and relatively low PE multiples. Other notable mentions are Marubi Biological and Mao Geping, which are positioned well to benefit from the rise of domestic beauty brands [10][19]. - The report suggests focusing on companies with strong R&D capabilities and product pipelines, particularly in the upstream medical beauty segment, with a recommendation for Aimeike [10][19]. Market Trends - The report notes a significant increase in online sales, with H1 2025 online revenue for Mao Geping reaching 1.297 billion yuan, a 39% year-on-year increase, marking a shift in consumer purchasing behavior towards online platforms [12][18]. - The overall cosmetics retail market showed a 4.5% growth in July 2025, indicating a robust recovery in consumer spending [23][26]. Strategic Developments - Porlaia's investment in Huazhi Xiao reflects a strategic move to enhance its multi-brand strategy and capitalize on the influence of Gen Z consumers [28]. - The report highlights the competitive landscape, noting that domestic brands are increasingly capturing market share, with a notable shift in consumer perception from "value for money" to "quality choice" [32].

Core Insights - The Chinese beauty market is experiencing a significant transformation, with beauty products becoming an integral part of daily life for consumers, as evidenced by 88% of urban residents purchasing beauty products in the past year, averaging 13.6 purchases each [3][7][10] - The Worldpanel Consumer Index's 2025 Beauty Brand Footprint Report highlights the brands most chosen by consumers and those with substantial growth potential, using the Consumer Reach Point (CRP) metric to gauge brand popularity [5][11] Market Overview - The beauty market recorded a consumer reach of 5.47 billion instances in the past year, reflecting a robust growth of 7.6% compared to the previous year [7] - The shift from a "traffic era" to a "retention era" indicates that consumers are now more focused on making the right choices rather than just making purchases [10] Brand Rankings Skincare Segment - The top skincare brands in 2025 include JALA, L'Oréal Paris, and Han Shu, with local brands like Natural Hall and Pechoin showing strong performance [12] - Local brands are breaking free from the "cost-performance" label, leveraging precise market positioning and expertise to compete with international brands [11] Professional Skincare Segment - The professional skincare market is dominated by local brands like Winona and Yilian, which focus on sensitive skin care, while international brands like La Roche-Posay and Avene maintain a presence [14] - Local brands are innovating by addressing specific medical and skincare needs, leading to significant growth [15] Makeup Segment - The makeup category is seeing increased purchase frequency, with local brands like Carlan and Poryme leading the consumer preference rankings [16] - Emerging local brands are finding success by focusing on specialized products, such as waterproof eyeliners and long-lasting setting sprays [17] Hair Care Segment - The hair care market remains stable, with traditional brands like Head & Shoulders and Clear leading the consumer choice rankings [18] - Growth in this segment is driven by innovations focusing on scalp health, targeted repair, and enhanced sensory experiences [19] Future Trends - The 2025 rankings indicate a clear direction for future growth, emphasizing the importance of targeting niche markets, integrating technology with product offerings, and enhancing consumer experiences [20][21] - The potential for growth in the "mother and baby skincare" segment is highlighted, with brands like Kangaroo Mom successfully addressing specific consumer needs [20] - Innovations in product technology, such as AI customization and biotechnological advancements, are expected to reshape the competitive landscape [21] - The dual upgrade of functionality and experience in hair care products is evident, with trends moving towards creating a spa-like experience at home [22]

Core Insights - The luxury industry has cooled down while the sports industry has risen, driven by a shift in consumer values from social status to health and authentic experiences [3] - The new generation of consumers is redefining what is worth spending money on, aligning with Maslow's hierarchy of needs focused on love and self-actualization [3] Group 1: Market Trends - The outdoor sports market in China is projected to grow significantly, with a 23% increase expected in 2024, reaching a market size of 150.4 billion [4] - Outdoor and sports-related products are becoming mainstream, with brands like Salomon noting the transition of outdoor sports from niche to mainstream culture [4] - The demand for outdoor and sports beauty products is rising, with 70% of sunscreen and 60% of makeup products tagged with "outdoor" or "sports" in the first seven months of 2025 [5] Group 2: Product Innovations - High-performance products are now essential, with features like "high SPF," "waterproof," and "sweat-resistant" becoming baseline requirements [8] - The fastest-growing segments include cycling and swimming, with sales for related products increasing by 20 times and over 80% respectively [8] - New product launches, such as the "Vibes" spray series by Adidas, are designed to meet the needs of outdoor enthusiasts, combining functionality with luxury [19][21] Group 3: Consumer Behavior - The rise of outdoor activities as a default lifestyle for urban dwellers is evident, with significant engagement on social media platforms [22] - The consumer base is diversifying, with male users and children's products becoming key growth areas, driven by specific needs for sun protection and safety [28] - There is a growing expectation for products to not only perform well but also to be aesthetically pleasing and easy to use [25] Group 4: Future Outlook - The outdoor/sports beauty market is still in its early growth stages, with significant potential for brands that can innovate and meet the evolving needs of consumers [29] - Brands must focus on technical innovation and rapid product development to capture the growing demand for outdoor and sports-related beauty products [30][31] - The integration of outdoor activities into everyday life is changing the value proposition of beauty and personal care products, emphasizing durability and ease of use [35][36]