| 证券代码：603605 | 证券简称：珀莱雅 | 公告编号：2025-074 | | --- | --- | --- | | 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2022年限制性股票激励计划部分限制性股票 回购注销实施公告 本公司董事会及全体董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。 重要内容提示： 回购注销原因：根据珀莱雅化妆品股份有限公司（以下简称"公司"）《2022 年限制性股票激励计划（草案）》（以下简称"《激励计划》"）的相关规定，鉴 于公司 2022 年限制性股票激励计划（以下简称"本激励计划"）授予的 3 名激励 对象已离职而不再符合激励条件，公司将回购注销其已获授但尚未解除限售的限 制性股票 29,344 股。综上，本次回购注销的限制性股票合计 29,344 股。 本次注销股份的有关情况： | 回购股份数量 | 注销股份数量 | 注销日期 | | --- | --- | --- | | 29,344 股 | 29,344 股 | 2025 年 11 月 18 日 | 一、 ...

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 部分限制性股票回购注销实施 之 法律意见书 国浩律师（杭州）事务所 关于 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 网址/Website：http://www.grandall.com.cn 二〇二五年十一月 国浩律师（杭州）事务所 法律意见书 珀莱雅化妆品股份有限公司 2022 年限制性股票激励计划 部分限制性股票回购注销实施 之 法律意见书 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"）签订的法 ...

Investment Rating - The report does not explicitly provide an investment rating for the beauty industry Core Insights - The beauty industry is experiencing a significant shift with domestic brands gaining market share, while international brands like L'Oréal are facing challenges [4][6][10] - The medical beauty sector is expanding, with companies like Juzhi Biotech and Naturals launching innovative products, indicating a trend towards cross-industry collaboration [4][6] - The soap market is evolving with a focus on high-end products and natural ingredients, appealing to environmentally conscious consumers [6] - PDRN technology is transitioning from niche medical applications to mainstream skincare, enhancing product efficacy and market accessibility [6][10] - Hong Kong is emerging as a testing ground for domestic beauty brands aiming for global expansion, leveraging its mature market and tourism recovery [6][10] - The competitive landscape is intensifying, with domestic brands dominating the top rankings and new entrants disrupting traditional market dynamics [4][6][10] Industry Environment - L'Oréal has dropped out of the top 10 rankings in the Douyin beauty market, with domestic brands like Han Shu and Proya leading the charge [4] - The medical beauty market is projected to reach 370 billion by 2025, attracting investments from beauty companies [4] - The soap market is witnessing a shift towards premium products, with handmade soaps gaining traction among consumers [6] - PDRN technology is being adopted in mainstream skincare, with various brands innovating in formulations and applications [6] - Domestic beauty brands are increasingly focusing on international markets, with Hong Kong serving as a strategic entry point [6] Top Brand News - The domestic fragrance brand "Song Dynasty Fragrance" is rapidly expanding, with a unique dual strategy for online and offline sales [12] - Influencer Zhu Guagua has regained prominence in the Douyin beauty market, significantly impacting brand sales through effective marketing strategies [12] - Hermès is exploring the skincare segment, with plans to launch products post-2028, indicating a strategic move to enhance its beauty portfolio [12] - Yatsen Group has released China's first beauty innovation white paper, showcasing advancements in research and sustainable development [12] - Juyi Group has acquired the Italian brand Foltène to strengthen its position in the hair care market, reflecting a trend of consolidation among domestic beauty companies [12]

Core Viewpoint - Proya, a leading Chinese cosmetics company, is preparing for an IPO on the Hong Kong Stock Exchange, aiming to become the first company in the beauty industry to be listed in both A-share and H-share markets, despite facing challenges such as declining performance and market value [1][2][3] Company Overview - Proya Cosmetics Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, with CICC and UBS serving as joint sponsors [1] - The company was listed on the Shanghai Stock Exchange in November 2017, becoming the first domestic beauty stock [1] - Proya is currently the largest domestic cosmetics company in China, ranking fifth in the Chinese cosmetics market by retail sales as of 2024 [3][4] Financial Performance - Proya's revenue is projected to grow significantly, with estimates of approximately CNY 63.85 billion, CNY 89.05 billion, and CNY 107.78 billion from 2022 to 2024, respectively [4] - Net profit is also expected to increase from CNY 8.31 billion in 2022 to CNY 15.85 billion in 2024 [4] - However, in the first half of 2025, Proya's revenue growth slowed to 7.2%, with net profit growth at 13.8%, marking the lowest growth rates in five years [4][6] Strategic Initiatives - Proya's growth strategy includes a focus on "big single product" and "platformization," shifting from relying on popular product sets to developing high-priced, high-repeat purchase star products [3][4] - The company aims to enhance its research and development capabilities, brand building, sales channel expansion, and potential mergers and acquisitions through the funds raised from the IPO [2] Market Dynamics - The Chinese cosmetics market is the second largest globally, with a projected compound annual growth rate (CAGR) of 6.6% from 2024 to 2029, driven by the rise of domestic brands and changing consumer preferences [7][8] - Proya faces intense competition from both international giants and emerging domestic brands, necessitating a balance between marketing and research and development [8][9] Challenges and Considerations - Proya's main brand revenue showed a slight decline of 0.08% in the first half of 2025, which has impacted overall performance [6] - The company has a high sales and distribution expense ratio, with sales expenses reaching CNY 26.59 billion, nearly 27 times its R&D spending of CNY 9.5 million [8][9] - The cosmetics industry is characterized by low entry barriers and high competition, requiring continuous investment in marketing and innovation to maintain market share [9] Investment Outlook - Proya is positioned in a growing market with strong operational capabilities, benefiting from both industry growth and its own competitive advantages [10] - However, investors should be cautious of the main brand's stagnation, the underperformance of its product matrix, and high sales expense ratios that may pressure profitability [10]

Core Viewpoint - Proya, a leading Chinese cosmetics company, is preparing for an IPO in Hong Kong, aiming to become the first A+H listed beauty brand, despite facing challenges such as declining performance and market value [1][2] Company Overview - Proya Cosmetics Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, with CICC and UBS as joint sponsors [1] - The company was listed on the Shanghai Stock Exchange in November 2017, becoming the first domestic beauty stock [1] - Proya is currently the largest domestic cosmetics company in China and ranks fifth in the overall cosmetics market by retail sales [2][3] Financial Performance - Proya's revenue is projected to grow significantly, with estimates of approximately CNY 63.85 billion, CNY 89.05 billion, and CNY 107.78 billion from 2022 to 2024, respectively [3] - Net profit is also expected to rise from CNY 8.31 billion in 2022 to CNY 15.85 billion in 2024 [3] - However, in the first half of 2025, revenue growth slowed to 7.2%, with net profit increasing by 13.8%, marking the lowest growth rate in five years [3][5] Strategic Initiatives - Proya has implemented a "big single product" strategy, focusing on high-repurchase, high-user-engagement products, and a platform strategy to build a multi-brand matrix [2][3] - The company has successfully captured market trends through effective marketing strategies, including social media and live-streaming e-commerce [2] Market Dynamics - The Chinese cosmetics market is expected to grow at a compound annual growth rate (CAGR) of 6.6% from 2024 to 2029, driven by the rise of domestic brands and changing consumer preferences [6][7] - Proya faces intense competition from both international giants and emerging domestic brands, necessitating a balance between marketing and research and development (R&D) [6][8] R&D and Marketing Expenditure - In the first half of 2025, Proya's sales and distribution expenses reached CNY 26.59 billion, accounting for 49.59% of total revenue, while R&D spending was only about CNY 95 million [7][8] - The company’s heavy reliance on marketing over R&D raises concerns about long-term sustainability and competitiveness in a rapidly evolving market [8] Investment Outlook - Proya is positioned well in the growing cosmetics market, benefiting from both industry trends and its operational capabilities [9] - However, challenges such as stagnant growth of the main brand and high sales expense ratios may impact profitability, warranting careful consideration from investors [9]

Core Insights - The "Double Eleven" shopping festival serves as a significant window to observe new consumer trends, particularly highlighting the rise of domestic brands and cultural products in the e-commerce space [1][2]. Group 1: Domestic Brand Performance - On Tmall, the beauty brand Proya ranked first in sales, with domestic brands occupying 9 out of the top 10 spots in clothing sales, showcasing strong performance from brands like Bosideng and Xuezhongfei [2]. - On JD.com, the original Chinese brand Sanjihei's sales increased by over 10 times, while the Hanfu brand Chixia saw a 300% year-on-year growth in sales during the festival [2]. Group 2: Cultural and Traditional Products - The sales of cast iron pots that incorporate intangible cultural heritage techniques grew by 127.9% on Douyin, indicating a strong consumer interest in traditional craftsmanship [2]. - Tmall reported that the traditional gold shop's sales reached 2.9 billion yuan, with products like diamond butterfly chains and Vajra pestle rings becoming bestsellers [2]. Group 3: Consumer Preferences and Trends - Consumers are increasingly valuing craftsmanship, materials, and cultural significance, with domestic products becoming a preferred choice for quality [4]. - The rise of cultural confidence and identity among consumers is driving the popularity of domestic products, which blend traditional culture with modern design [5][8]. Group 4: Industry Innovation and Cross-Industry Integration - The growth of domestic consumption is supported by industry innovation and cross-industry collaboration, with cultural industries increasingly integrating with technology and ecology [9]. - The digital strategy for cultural industries is guiding traditional cultural innovation, leading to a more mature consumer understanding of domestic products [8]. Group 5: Global Expansion and Cultural Exchange - The continuous rise of domestic consumption is also linked to the development of new cultural formats, with significant exports of holiday goods and toys exceeding 50 billion yuan to over 200 countries [9]. - Domestic cultural products are not only being exported but also serving as vehicles for cultural exchange and identity construction on a global scale [9]. Group 6: Challenges and Recommendations - Despite the growth, challenges such as product homogeneity and lack of innovation persist, necessitating a robust industry and policy ecosystem to support sustainable development [10]. - Experts suggest enhancing intellectual property protection and establishing industry standards to promote healthy and orderly growth in the domestic market [10].

Core Viewpoint - The article highlights the competitive landscape of the Chinese cosmetics market, focusing on the success of local brand Proya, which is preparing for an IPO in Hong Kong while facing challenges from both international and domestic competitors [1][23]. Company Overview - Proya, established in 2006 and listed on the Shanghai Stock Exchange in 2017, is headquartered in Hangzhou and has a market capitalization of approximately 29.2 billion RMB [5][9]. - The company has a diverse product range covering skincare, makeup, and personal care, with its main brand contributing over 70% of its revenue [11][23]. Market Trends - In 2024, local cosmetic brands are projected to hold a market share of 49.9% in China, an increase from previous years but still lower than South Korea and Japan [1]. - The per capita spending on cosmetics in China is around 664 RMB, significantly lower than that in developed Asian countries, indicating potential growth as income levels rise [1][21]. Financial Performance - Proya's revenue has shown a growth trend, with figures of approximately 6.39 billion RMB in 2022, 8.90 billion RMB in 2023, and projected 10.78 billion RMB in 2024 [19][20]. - The gross profit margin has remained around 70%, but the company reported a decline in third-quarter performance for 2025, with revenue dropping by 11.63% year-on-year [19][20]. Sales Channels - Over 70% of Proya's revenue comes from online direct sales, with a significant reliance on platforms like Tmall and JD.com [16][17]. - The company has experienced a compound annual growth rate of 44% in online sales from 2019 to 2024, surpassing leading foreign skincare brands [8]. Competitive Landscape - Proya is the only domestic brand among the top five cosmetics brands in China, holding a market share of 1.3% [23]. - The company faces intense competition from international giants like L'Oréal and Shiseido, as well as domestic brands such as Shanghai Jahwa and Huaxi Biological [23]. Future Outlook - The Chinese cosmetics market is expected to grow at a compound annual growth rate of 6.6% from 2024 to 2029, driven by increasing consumer demand for skincare and makeup products [21][23]. - Proya's upcoming IPO aims to raise funds for research and development, brand building, and digital transformation, reflecting its ambition for expansion [9][23].

Core Viewpoint - The primary focus of the article is the resurgence of the primary market, with a notable return of Limited Partners (LPs) who had previously withdrawn from the investment scene, indicating a positive shift in market sentiment [2][3]. Fundraising Market - The fundraising market has seen a significant uptick, with multiple institutions announcing the completion of new fundraises, including a revival of previously slowed dollar funds [3]. - Data indicates a marked increase in fundraising, investment, and exit activities, suggesting a robust recovery in the market [3]. Return of LPs - A noteworthy trend is the gradual return of major LPs, including foreign LPs, who are showing renewed interest in the market [3]. - Fang Yuyou, co-founder of Proya, has recently invested 20 million in a consumer equity investment fund, highlighting the active role of individual LPs in the current market [7][8]. Market Dynamics - The investment landscape is experiencing a structural "warming" after years of capital winter and valuation adjustments, with significant increases in LP activity [10]. - In September, LP investment activity reached a peak, with a 40.3% month-on-month increase and a 38.3% year-on-year increase, marking the highest level of activity this year [10]. Fund Registration - The number of newly registered private equity and venture capital funds in September was 557, representing a 51.4% month-on-month increase and an 84.4% year-on-year increase, indicating a strong recovery in fund registrations [10]. Investment Trends - Early-stage investment institutions are particularly active, with reports of tripling the number of projects invested in compared to the previous year [10]. - There is a noticeable increase in roadshows and industry conferences, with investors actively seeking opportunities in popular projects [11]. Conclusion - The signals of market recovery are becoming increasingly clear, with LPs becoming more proactive in their investments as supportive policies are implemented [13].

Core Viewpoint - The consumer sector is showing signs of recovery, driven by favorable policies, rising CPI, and the imminent closure of Hainan Free Trade Port, leading to increased investment enthusiasm in the sector [2][4]. Group 1: Consumer Sector Analysis - The consumer sector is believed to be at the bottom, with fundamentals gradually improving, as indicated by the third-quarter reports [4]. - The "14th Five-Year Plan" emphasizes the importance of consumption, suggesting a positive outlook for the sector [4]. - Key investment opportunities include the restaurant chain sector, which is nearing the end of price wars, and companies like Anjiexin Foods and Lihai Foods are seeing improved net profit margins [4]. Group 2: Duty-Free Industry Insights - Hainan's duty-free sales data shows a significant recovery in Q3 2025, with a notable increase in average transaction value, and a stable outlook for Q4 [5]. - Continuous policy support, including a clear timeline for the island's closure and an expanded range of duty-free products, is expected to enhance the operational conditions for companies like China Duty Free Group and Hainan Development [5]. Group 3: Structural Upgrades in Consumption - The toy industry is evolving with IP incubation and category innovation, favoring leading companies with strong design and supply chain capabilities [6]. - The beauty industry is integrating medical, beauty, and health services, which is expected to enhance customer spending and repeat purchases [6]. - The consumer industry is transitioning from "functional supply" to "scenario value supply," indicating a structural upgrade in brand consumer goods [6]. Group 4: New Consumption Trends - Four new consumption themes are emerging: 1. Brand globalization 2.0, focusing on pricing power and emerging markets [7]. 2. Emotional value sectors like trendy toys and pet products are expected to benefit from rising GDP per capita [7]. 3. AI-driven consumption in service sectors is showing potential for profitability [7]. 4. Channel transformation emphasizing user experience and operational efficiency, particularly in instant retail and cost-effective dining [7]. Group 5: High-Growth Opportunities in Emotional Consumption - The gold and jewelry sector is undergoing significant changes, with rising gold prices and a shift towards emotional consumption, suggesting opportunities in high-end and trendy gold segments [8]. - Retail e-commerce is focusing on offline retail transformation and AI-enabled cross-border e-commerce leaders [8]. - The cosmetics sector is seeing growth in domestic brands that meet emotional value and safety ingredient innovation [8]. - The medical beauty sector remains resilient, with opportunities in differentiated products and mergers in downstream medical beauty institutions [8].

Core Viewpoint - Proya has submitted its prospectus for a Hong Kong IPO, aiming to strengthen its market presence as a leading domestic cosmetics brand in China, with ambitions to rank among the top ten global cosmetics companies within the next decade [1][2]. Group 1: Company Overview - Proya, founded in 2003, has established itself as a significant player in the cosmetics industry, focusing on affordable beauty products primarily in lower-tier cities [3]. - The company has developed a brand matrix that includes its main brand Proya, as well as several other brands in makeup and personal care [3]. Group 2: Financial Performance - In 2022, Proya achieved a main business revenue of 6.385 billion yuan, with approximately 82.7% of this revenue coming from the Proya brand [4]. - The revenue growth rate for Proya has slowed, with a projected growth of 19.55% in 2024, down from 36.36% in the previous year [4][9]. - By the first half of 2025, Proya's revenue growth had dropped to 7.21%, significantly lower than the 37.9% growth in the same period the previous year [10]. Group 3: Brand Performance - The Proya brand continues to dominate revenue contributions, but its growth has stagnated, with a decline in revenue in the first half of 2025 compared to the previous year [4][10]. - Other brands under Proya, such as "Caitang," have also seen a decline in growth rates, with "Caitang" achieving a revenue of 1.191 billion yuan in 2024, a significant drop from its previous year's growth [5]. Group 4: Management Changes - Proya has experienced significant management changes, including the appointment of a new general manager, Hou Yameng, and the departure of key executives [14]. - The new management team is reportedly focused on expanding Proya's international presence, particularly in markets like Japan and Southeast Asia [15][16]. Group 5: International Expansion - Proya's international revenue remains minimal, accounting for only 1.3% of total revenue as of 2024, indicating that its overseas strategy is still in the exploratory phase [16]. - The company is considering acquisitions to enhance its international portfolio, particularly in the baby care, fragrance, and men's skincare segments [16].