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Proya Cosmetics Co., Ltd. Annual Report 2020

Apr 22, 2021

57729_rns_2021-04-22_7a2e7ea3-09fe-49b3-a5db-6280479839e9.PDF

Annual Report

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2020 ANNUAL REPORT

Stock Code: 603605 Short Name: Proya

==> picture [275 x 195] intentionally omitted <==

Proya Cosmetics Co., Ltd. 2020 ANNUAL REPORT

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2020 ANNUAL REPORT

Important Notice

  • I The Board of Directors, Board of Supervisors, directors, supervisors and senior management of the Company warrant that the contents of the annual report are true, accurate and complete, without any misrepresentation, misleading statements or material omissions, and will severally and jointly bear the legal responsibilities thereof.

II All directors of the Company attended the Board meeting.

III Pan-China Certified Public Accountants LLP has issued the audit report with standard unqualified opinions to the Company.

  • IV Hou Juncheng, Chairman of the Company, Wang Li, CFO of the Company and Wang Li, head of the public accountant (person in charge of accounting) warrant the truthfulness, accuracy and completeness of the financial report in this annual report.

  • V Profit distribution plan or capitalization plan from capital reserve to share capital approved by the Board of Directors during the Reporting Period

The Company shall distribute cash dividend of RMB 7.20 (tax inclusive) per 10 shares to all shareholders registered on the equity registration date based on the total share capital registered as at the registration date of dividend-paying equity, with the distributed cash dividend totaling RMB 144,804,186.00 (tax inclusive), but without bonus shares and capitalization from capital reserve to share capital. In case of a change in the total share capital of the Company before the equity registration date of interest distribution, the distribution ratio of each share will remain unchanged. The total amount of distribution shall be adjusted accordingly, and the specific adjustment shall be further announced.

VI Risks statement of the forward-looking statements

√ Applicable□ Not applicable

Forward-looking statements including future plans and development strategies involved in this annual report do not constitute the Company’s substantive commitments to investors. The investors are advised to pay attention to investment risks.

VII Is there any non-operating misappropriation of funds of the Company by any controlling shareholders and their related parties

No

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2020 ANNUAL REPORT

VIII Has the Company provided any external guarantees in violation of the decision-making procedures

No

IX Whether more than half of the directors cannot guarantee the truthfulness, accuracy

and completeness of the annual report disclosed by the Company

No

X Warning on significant risks

The Company has illustrated the risks in detail in this report. Please refer to “Potential Challenges and Risks” in the discussion and analysis on future development of the Company set out in “Section IV Discussion and Analysis of Operation”.

XI Others

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

Contents

Section I Definition ............................................................................................................................ 5
Section II Company Profile and Key Financial Indicators .................................................................. 7
Section III Business Overview ............................................................................................................ 12
Section IV Discussion and Analysis of Operation............................................................................... 14
Section V Major Events ..................................................................................................................... 44
Section VI Changes in Ordinary Shares and Shareholders ............................................................... 104
Section VII Preferred Shares .............................................................................................................. 116
Section VIII Directors, Supervisors, Senior Management and Employees ......................................... 117
Section IX Corporate Governance..................................................................................................... 129
Section X Corporate Bonds .............................................................................................................. 132
Section XI Financial Report .............................................................................................................. 133
Section XII Directory of Documents for Future Reference ................................................................ 323

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2020 ANNUAL REPORT

Section I Definition

I Definition

In this report, unless the content requires otherwise, the following terms shall have the following meanings:

Definition of common terms terms
Proya, Proya Co.,
Ltd., the Company,
Company		 Proya Cosmetics Co., Ltd.
Huzhou Branch Huzhou Branch of Proya Cosmetics Co., Ltd., a subsidiary of
the Company
Proya Trade Hangzhou Proya Trade Co., Ltd., a wholly-owned subsidiary of
the Company
Korea Hanna Hanna Cosmetics Co., Ltd., a wholly-owned subsidiary of the
Company
Huzhou Anya Anya (Huzhou) Cosmetics Co., Ltd., a wholly-owned subsidiary
of Korea Hanna
Yueqing Laiya Yueqing Laiya Trading Co., Ltd., a wholly-owned subsidiary
of the Company
Huzhou UZERO Huzhou UZERO Trading Co., Ltd., a wholly-owned subsidiary of
the Company
Mijing
Siyu
(Hangzhou)		 Mijing Siyu (Hangzhou) Cosmetics Co., Ltd., a wholly-owned
subsidiaryof the Company
Meiligu Zhejiang Meiligu Electronic Commerce Co., Ltd., a
wholly-owned subsidiaryof the Company
Chuangdai
E-commerce		 Huzhou Chuangdai E-commerce Co., Ltd., a wholly-owned
subsidiaryof Meiligu
Hapsode (Hangzhou) Hapsode (Hangzhou) Cosmetics Co., Ltd., a wholly-owned
subsidiaryof the Company
Korea Hapsode Hapsode Co., Ltd., a wholly-owned subsidiary of Hapsode
(Hangzhou)
Huzhou Hapsode Huzhou Hapsode Trading Co., Ltd., a wholly-owned subsidiary
of Hapsode(Hangzhou)
Shanghai Tiyu Shanghai Tiyu Cosmetics Co., Ltd., a wholly-owned subsidiary
of Hapsode(Hangzhou)
Danyang Hapsode Danyang Hapsode Cosmetics Trading Co., Ltd., a wholly-owned
subsidiaryof Hapsode(Hangzhou)
Proya Commercial Hangzhou Proya Commercial Management Co., Ltd., a
wholly-owned subsidiaryof the Company
Tiedingxian Hangzhou Tiedingxian Catering Management Co., Ltd., a
holdingsubsidiaryof Proya Commercial
Tielexin Aini Hangzhou Tielexin Aini Catering Management Co., Ltd., a
wholly-owned subsidiaryof Proya Commercial
Xiake Bar Hangzhou Xiake Bar Catering Management Co., Ltd., a
wholly-owned subsidiaryof Proya Commercial
Snail Fitness Hangzhou Proya Snail Fitness Co., Ltd., a wholly-owned
subsidiaryof Proya Commercial
HONGKONG KESHI HONGKONG KESHI TRADING LIMITED,a holdingsubsidiaryof the

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2020 ANNUAL REPORT

Company
Hong Kong Xinghuo Hong Kong Xinghuo Industry Limited, a wholly-owned
subsidiaryof the Company
Hong Kong Zhongwen Hong Kong Zhongwen Electronic Commerce Co., Limited, a
holdingsubsidiaryof HongKongXinghuo
Hong Kong Xuchen Hong Kong Xuchen Trading Limited, a wholly-owned subsidiary
of HongKongXinghuo
Proya Luxembourg Proya Europe SARL, a wholly-owned subsidiary of Hong Kong
Xinghuo
Shanghai Zhongwen Shanghai Zhongwen Electronic Commerce Co., Ltd., a holding
subsidiaryof the Company
Huzhou Niuke Huzhou Niuke Technology Co., Ltd., a holding subsidiary of
the Company
Hangzhou Wanyan Hangzhou Wanyan Culture Media Co., Ltd., a holding subsidiary
of Huzhou Niuke
Hong Kong Wanyan Hong Kong Wanyan Electronic Commerce Co., Limited, a holding
subsidiaryof Huzhou Niuke
Huzhou Younimi Huzhou Younimi Cosmetics Co., Ltd., a holding subsidiary of
the Company
Korea Younimi Korea Younimi Cosmetics Co., Ltd., a holding subsidiary of
the Company
Ningbo TIMAGE Ningbo TIMAGE Cosmetics Co., Ltd., a holding subsidiary of
the Company
Ningbo Keshi Ningbo Keshi Trading Limited, a holding subsidiary of the
Company
Zhejiang Biyouti Zhejiang Biyouti Cosmetics Co., Ltd., a holding subsidiary
of the Company
Ningbo Proya Ningbo Proya Enterprise Consulting Management Co., Ltd., a
wholly-owned subsidiaryof the Company
Zhejiang Qingya Zhejiang Qingya Culture Art Communication Co., Ltd., a
holdingsubsidiaryof the Company
BOYA (Hong Kong) BOYA (Hong Kong) Investment Management Co., Limited, a
wholly-owned subsidiaryof the Company
Japan OR P.R.O CO.,LTD.,a holdingsubsidiaryof BOYA(HongKong)
Hangzhou Weiluoke Hangzhou Weiluoke Cosmetics Co., Ltd., a holding subsidiary
of the Company
Hangzhou Yizhuo Hangzhou Yizhuo Culture Media Co., Ltd., a wholly-owned
subsidiaryof the Company
Hangzhou Oumisi Hangzhou Oumisi Trading Co., Ltd., a wholly-owned subsidiary
of the Company
Huzhou Poyun Huzhou Poyun Electronic Commerce Co., Ltd., a holding
subsidiaryof the Company
Guangzhou Qianxi Guangzhou Qianxi Network Technology Co., Ltd., a
wholly-owned subsidiaryof the Company
Shanghai Healthlong Shanghai Healthlong Biochemical Technology Co., Ltd., a
holdingsubsidiaryof the Company
Weifang Zhengyi Weifang Zhengyi Network Technology Partnership (Limited
Partnership)
China
Securities		 China Securities RegulatoryCommission

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2020 ANNUAL REPORT

Regulatory
Commission/CSRC
Shanghai
Stock
Exchange		 Shanghai Stock Exchange
Pan-China Certified
Public Accountants,
audit institution
Pan-China Certified Public Accountants LLP
CompanyLaw CompanyLaw of the People's Republic of China
Securities Law Securities Law of the People's Republic of China
Articles
of
Association		 Articles of Association of Proya Cosmetics Co., Ltd.
RMB/RMB 0’000 RMB/RMB 10,000
Reporting period 1January2020 to 31 December 2020

Section II Company Profile and Key Financial Indicators

I Company Information

I
Company Information
Chinese name of the Company 珀莱雅化妆品股份有限公司
Short name of the Company in Chinese 珀莱雅
English name of the Company Proya Cosmetics Co., Ltd.
Abbreviation of English name of the
Company		 Proya
Legal representative of the Company Hou Juncheng

II Contact Information

Board Secretary Securities Affairs Representative
Name ZhangYefeng WangXiaoyan
Office address 9/F, Proya Building, No.588 Xixi
Road, Xihu District, Hangzhou City,
ZhejiangProvince
9/F, Proya Building, No.588 Xixi
Road, Xihu District, Hangzhou
City,ZhejiangProvince
Telephone 0571-87352850 0571-87352850
Fax 0571-87352813 0571-87352813
E-mail [email protected] [email protected]

III Introduction to General Information

Registered address No.588 Xixi Road, Liuxia Street, Xihu District,
Hangzhou City,ZhejiangProvince
Postal code of registered address 310023
Office address Proya Building, No.588 Xixi Road, Xihu District,
Hangzhou City,ZhejiangProvince
Postal code of office address 310023
Website of the Company http://www.proya-group.com
E-mail [email protected]

IV Information Disclosure and Place for Obtaining the Report

Media for the Company’s information Shanghai Securities News, Securities Times disclosure

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2020 ANNUAL REPORT

CSRC's designated website for the
Company’s Annual Report disclosure		 http://www.sse.com.cn
The Company’s Annual Report may be
obtained at		 Board of Director’s Office, Proya Building,
No.588 Xixi Road, Xihu District, Hangzhou City,
ZhejiangProvince

V Stock Information

Stock Information Stock Information
Share class Exchanges on
which the stocks
are listed
Stock short name
Stock code		 Stock short name
before change
A share Shanghai Stock
Exchange		 Proya 603605 None

VI Other Relevant Information

Auditor of the Company
(domestic)		 Name Pan-China Certified Public Accountants
LLP

Office address		 Block B, China Resources Building,
No.1366
Qianjiang
Road,
Jianggan
District,Hangzhou City
Name
of
the
signing
accountant
Yin Zhibin, Wang Xiaokang

VII Major Accounting Data and Financial Indicators for the Past Three Years （ I ） Major accounting data

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Major
accounting data
2020		 2019 Year-on-year
change (%)		 2018
Revenue 3,752,386,849.02
3,123,520,211.77
20.13
2,361,248,766.72
Net
profits
attributable to
shareholders of
the
listed
company



476,009,298.41
392,681,976.58
21.22
287,188,727.12
Net
profit
attributable to
shareholders of
the
listed
companies, net
of
non-recurring
gains
and
losses





469,935,904.22
386,170,257.02
21.69
277,682,743.63
Net cash flow
generated from
operating
activities

331,550,109.14
235,961,328.34
40.51
512,918,568.86

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2020 ANNUAL REPORT

Major
accountingdata
End of 2020		 End of 2019 Year-on-year
change (%)		 End of 2018
Net
assets
attributable to
shareholders of
the
listed
company



2,391,535,435.94
2,029,687,883.68		 17.83
1,694,310,463.85
Total assets 3,636,882,185.29
2,979,365,076.82		 22.07
2,860,042,557.71

（II） Key financial indicators

（II）Key financial indicators
Key financial indicators 2020 2019 Year-on-year
change(%)		 2018
Basic earnings per share
(Yuan/share)
2.37
1.96
20.92
1.44
Diluted earnings per share
(Yuan/share)
2.37
1.96
20.92
1.43
Basic earnings per share， net
of non-recurring gains and
losses(Yuan/share)

2.34
1.93
21.24
1.39
Weighted average ROE (%) 21.82
21.24
Increase by
0.58
percentage
points



18.28
Weighted average ROE, net of
non-recurring
gains
and
losses (%)

21.54
20.89
Increase by
0.65
percentage
points



17.67

Explanation of major accounting data and financial indicators for the past three years by the end of the Reporting Period

□ Applicable√ Not applicable

VIII Accounting data difference between PRC GAAP and Overseas Accounting Standards

（ I ） Differences in net profit and net asset attributable to shareholders of the listed company in financial reports disclosed under International Accounting Standards and PRC GAAP

□ Applicable√ Not applicable

（ II ） Differences in net profit and net assets attributable to shareholders of the listed company in financial reports disclosed under overseas accounting standards and PRC GAAP

□ Applicable√ Not applicable

（ III ） Explanation on the differences between PRC GAAP and Overseas Accounting Standards: □ Applicable√ Not applicable

IX Key Financial Data for the Year of 2020 by Quarter

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Key financial
indicators		 1st Quarter
（Jan-Mar）		 2nd Quarter
（Apr-Jun）		 3rd Quarter
（Jul-Sept）		 4th Quarter
（Oct-Dec）

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2020 ANNUAL REPORT

Revenue 608,193,650.94 776,130,197.94 906,747,098.59
1,461,315,901.55
Net
profit
attributable
to
shareholders
of
the listed company


77,728,276.22		 101,038,744.54 106,232,700.41
191,009,577.24
Net
profit
attributable
to
shareholders
of
the listed company
after
non-recurring
profit or loss



83,469,428.49
98,996,965.70		 105,814,578.25
181,654,931.78
Net
cash
flow
generated
from
operating
activities

-134,873,267.48		 171,437,646.36 170,331,901.76
124,653,828.50

Note: Main reasons for quarterly fluctuation of operating revenue and net profit attributable to shareholders of the listed companies: The quarterly sales fluctuated in cosmetics industry owing to the vulnerability to seasonal factors and holiday activities. For example, Q4 gathered the peak sales such as National Day, “Double Eleven” and “Double Twelve” shopping festivals. Therefore, the operating revenue and net profit of Q4 were higher than other quarters.

Explanation on difference between information by quarter and information disclosed in periodical reports

□ Applicable√ Not applicable

X Items and Amounts of Non-recurring Gains or Losses

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Items of Non-recurring
Gains or Losses		 Amounts in
2020		 Notes (if
applicable)		 Amounts in
2019		 Amounts in
2018
Gains or losses on disposal of
non-current assets		 150,560.30 43,245.67
22,987.42
Tax returns and exemption with
approval exceeding one's
authority or without formal
approval document, or on an
accidental basis		 8,167.37
Government grants included in
profits and losses for the
current period, excluding those
closely related to the normal
business and of fixed amount
or fixed quantity granted on an
on-going basis in accordance
with certain standards and in
compliance with the State
policies		 12,198,410.18 7,913,746.66
9,805,967.39
Fund possession cost from
non-financial business included		 27,000.00

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2020 ANNUAL REPORT

in currentprofit or loss
Gains arising from investment
costs for acquisition of
subsidiaries, associates and
joint ventures less than the fair
values of attributable
identifiable net assets of the
invested entity at the time of
acquisition
Profit and loss from exchange
of non-currencyassets
Gains or losses on entrusted
investment or asset
management		 401,621.91
Provision for asset impairment
due to force majeure factors,
such as natural disaster
Profit and loss from
restructuringof debts
Enterprise restructuring charge,
such as expenditure on staffing,
integration cost
Profit and loss of the part
exceeding fair value generated
from transaction with
unreasonable transactionprice
Net current profit and loss of
subsidiary generated from
enterprise merger under
common control from the
beginning of the period to the
date of merger
Profit and loss generated from
contingencies unrelated to
normal business of company
Investment income arising from
changes in fair values
held-for-trading financial
assets, derivative financial
assets, held-for-trading
financial liabilities and
derivative financial liabilities,
and investment gains on the
disposal of held-for-trading
financial assets, derivative
financial assets,
held-for-trading financial
liabilities, derivative financial
liabilities and other debt
investment, except the
Company normal operations
related to effective hedging
business		 2,266,301.37 Investment
income from
disposal of
financial
asset
designated
as at fair
value
through
profit
or
loss		 4,653,362.83

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2020 ANNUAL REPORT

Reversal of provision for
impairment of receivables and
contract assets which are
individually tested for
impairment		 744,899.00
Profit and loss obtained from
entrusted loans
Profit and loss generated from
fair value change of investment
real estate whose subsequent
measurement is conducted
with fair value model
Influences on current profit and
loss of one-time adjustment to
current profit or loss pursuant
to the laws and regulations on
tax and accounting
Trustee fee income obtained
from entrusted operation
Other net non-operating
income and expenses, other
than the above items		 -6,810,805.57 -5,128,895.30
398,144.30
Other profit and loss items
conforming to the definition of
non-recurring gains and losses
Effect of minorityequity -688,969.45 187,247.54
2,301.47
Effect of income tax -1,042,102.64 -1,192,155.21 -1,869,938.00
Total 6,073,394.19 6,511,719.56
9,505,983.49

XI Items Measured at Fair Values

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Items Opening
balance		 Closing
balance		 Changes in the
Period
Effect on profit
for the Period
Wealth management
products
71,450,000.00
0.00		 -71,450,000.00
0.00
Receivables
financing		 2,150,000.00
5,531,997.32
3,381,997.32
0.00
Total 73,600,000.00
5,531,997.32		 -68,068,002.68
0.00

XII Others

□ Applicable√ Not applicable

Section III Business Overview

I Description of the Company’s principal business, operation model and industry condition during the Reporting Period

(I) Principal business

The Company is committed to building a new domestic beauty industry platform, mainly engaged in the research and development, production and sales of beauty and personal care

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2020 ANNUAL REPORT

products. It mainly owns "Proya", "Hapsode", "TIMAGE", "INSBAHA", and "CORRECTORS" brands. At present, the Company's brands have covered the beauty fields such as popular exquisite skin care, make-up and high-efficacy skin care products:

  1. Popular exquisite skin care brand

(1) Proya, focusing on technology skin care for young white-collar women. The main price range is RMB 100-300. This brand is sold both online and offline.

(2) Hapsode, specially tailored for young skin, is aimed at students and young women in small towns. The main price range is RMB 50-100. This brand is sold mainly online. 2. Make-up brand

(1) TIMAGE is a professional make-up brand for new Chinoiserie dressers. The main price range is RMB 150-200. This brand is sold online.

(2) INSBAHA is a punk style make-up brand for the minority. The main price range is RMB 50-150. This brand is sold online.

  1. High-efficacy skin care brand

CORRECTORS is a high-efficiency skin care brand. The main price range is RMB 260-600. This brand is sold online.

(II) Main operation model

1. Sales mode

The main sales channel is online sales, with offline sales as the auxiliary channel. Online channels mainly include direct sales and distribution. Direct sales focus on platforms such as Tmall and JD.COM, while expanding emerging platforms such as TikTok shops, and distribution focuses on platforms such as Taobao, JD.COM, Vipshop and Pinduoduo.

Off-line channels are mainly operated by dealers. Channels include cosmetics specialty stores, malls and supermarkets, and single brand stores.

2. Production/R&D mode

The Company is mainly engaged in independent production, supplemented by OEM outsourcing factories. It operates self-built skin care/personal care factories and make-up factories.

The Company takes independent research and development as the main R&D mode, supplemented by the industry-university-research cooperation mode. It maintains R&D cooperation relations with leading raw material suppliers in the world, such as BASF China, Ashland China and LIPOTRUE S.L. in Spain.

(III) Explanation on the industry

In accordance with the Guidelines for the Industry Classification of Listed Companies issued by the China Securities Regulatory Commission, the industry to which the Company belongs is chemical raw materials and chemical products manufacturing (classification code: C26); in accordance with the China National Economic Industry Classification and Code (GB/T 4754-2011), the Company belongs to the industry of daily chemical products manufacturing (C268), and the subdivided industry is cosmetics manufacturing (C2682).

According to the statistics of the National Bureau of Statistics, the total retail sales of social consumer goods was RMB 39,198.1 billion in 2020, with a year-on-year decrease of 3.9%, of which the total amount of cosmetics was RMB 340 billion, up 9.5% year on year (retail sales of unit consumer goods above quota).

II Explanation on significant change in major assets of the Company during the Reporting Period

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

III Analysis on core competitiveness during the Reporting Period

√ Applicable□ Not applicable

The Company's core competitiveness is mainly reflected in: building a self-driven organization with high efficiency and collaboration in front, middle and back grounds with "products, contents and operations" as the main line, and constructing a consistent operation management system of "culture-strategy-mechanism-talents" from top to bottom, with culture as the traction, strategy as the guidance, mechanism and talents as the two wings, so as to fully implement the strategy.

Section IV Discussion and Analysis of Operation

I Discussion and Analysis of Operation

  1. Year-on-year increase of operating revenue

The operating revenue was RMB 3.752 billion, with a year-on-year increase of 20.13%. Where: The principal business income was RMB 3.748 billion, with a year-on-year increase of 20.26%.

Other business income was RMB 4,462,200.

Principal business income:

(1) By channel

Sub-channel Sub-channel Amoun
t (in
RMB
100
milli
on)		 Year-on-
year
increase
or
decrease
in 2020
(%)		 Year-on-
year
increase
or
decrease
in 2019
(%)		 Year-on-
year
increase
or
decrease
in 2018
(%)		 Percent
age in
2020
(%)		 Percent
age in
2019
(%)		 Percent
age in
2018
(%)
Onlin
e		 Direct
sales		 15.91
79.63
88.25
90.19		 60.63 53.53 45.77
Distribu
tion		 10.33
34.36
37.95
40.97		 39.37 46.47 54.23
Sub-tota
l		 26.24
58.59
60.97
59.91		 70.01 53.09 43.57
Offli
ne		 Cosmetic
s stores		 8.45
-19.28
4.42
7.45		 75.22 71.64 75.35
Others 2.79
-32.81
26.33
59.72		 24.78 28.36 24.65
Sub-tota
l		 11.24
-23.12
9.82
16.88		 29.99 46.91 56.43
Total 37.48
20.26
32.11
32.41		 100.00 100.00 100.00

Note: The proportion of online and offline subtotal refers to the proportion of principal business revenue.

(2) By brand

Sub-brand Amoun
t (in
RMB
100
milli
on)		 Year-on-
year
increase
or
decrease
in 2020		 Year-on-
year
increase
or
decrease
in 2019		 Year-on-
year
increase
or
decrease
in 2018

Percent
age in
2020
(%)		 Percent
age in
2019
(%)		 Percent
age in
2018
(%)

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2020 ANNUAL REPORT

(%) (%) (%)
Self-ow
ned
brand		 Proya 29.86 12.43
26.81
32.38
84.32
89.33
88.77
Other
brands		 5.55 75.08
19.74
32.65
15.68
10.67
11.23
Sub-tota
l		 35.41 19.11
26.02
32.41
94.48
95.39
100.00
Agent
brand		 Cross-bo
rder
agency
Brand		 2.07 44.09
-
-
5.52
4.61
-
Total 37.48 20.26
32.11
32.41
100.00
100.00
100.00
Note: Among them, TIMAGE records revenue of RMB 121 million.
(3)Bycategory (3)Bycategory
Category
Amount
(in RMB
100
million)		 Year-on-year
increase or
decrease in
2020(%)
Year-on-year
increase or
decrease in
2019(%)
Year-on-year
increase or
decrease in
2018(%)
Percentage
in 2020 (%)

Percentage
in 2019 (%)

Percentage
in 2018 (%)
Skin care
(including
cleansing)
32.42
11.38
24.89
32.29
86.50
93.40
98.80
Make-up 4.65
181.91
482.43
42.59
12.41
5.29
1.20
Others 0.41
0.47
-
-
1.09
1.31
-
Total 37.48
20.26
32.11
32.41
100.00
100.00
100.00

2. Year-on-year increase of net profit

The net profit attributable to shareholders of the listed companies was RMB 476 million, with a year-on-year increase of 21.22%.

The net profit attributable to shareholders of the listed companies, net of non-recurring gains and losses, was RMB 470 million, with a year-on-year increase of 21.69%.

Index 2020 2019 2018 Description
1. Netprofit margin 12.04%
11.73%
12.14%
2. Gross profit margin 63.55%
63.96%
64.03%
Due to the implementation of new revenue
standards, the freight charge of RMB 118
million was listed in the principal business
cost in the current period, and the gross
profit margin excluding freight charge on
comparable basis was 66.70% in 2020
3. Ratio of expenses to
sales		 39.90%
39.16%
37.52%
1. The online revenue occupied an increased
proportion, and the investment for image
publicity and brand promotion of the Company
increased RMB 387 million compared with the
prior year, with year-on-year growth of
46.17%; 2. Due to the implementation of new
revenue standards, the freight charge of RMB
118 million was listed in the principal
business cost in the currentperiod(freight

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2020 ANNUAL REPORT

charge of RMB 76.25 million was included in
the selling expense in the same period in
2019).
Where: Image promotion
expense		 32.68% 26.86% 21.19%
4. Administrative expense
ratio
5.44%		 6.25%
7.26%
5. R&D expense ratio 1.92% 2.39%
2.17%		 The R&D expense was essentially on par with
thepreviousyear.
6. Turnover rate of
accounts receivable
(times)		 15.53 21.74
36.04
Main reasons in the current period: (1) The
growth rate of accounts receivable from
online platform business (such as JD.COM and
Vipshop) exceeded that of operating revenue,
which affected the turnover rate; (2) Dealers
were offered greater credit support to
stabilize offline sales, and the balance of
accounts receivable increased; (3) The
impact of new brand business
7. Turnover days of
accounts receivable
(days)		 23.18 16.56
9.99
8. Inventory turnover
rate(times)		 3.50 4.12
4.04		 Mainly due to the overstock for live
streaminginQ4 of the currentperiod
9. Inventory turnover
days(days)		 102.86 87.38
89.11

II Financial Performance during the Reporting Period

During the Reporting Period, the Company’s operations focused on three aspects: product drive, brand building and organizational reform.

1. Product drive

During the Reporting Period, the channel-driven strategy was rapidly upgraded to a product-driven strategy. Digital product management was implemented. The digital management was realized in the whole life cycle from insight into consumer market and product development to product listing. In addition, the strategy of popular single products was implemented. Star single products with brand mind and representativeness were created, so as to improve the per customer transaction and re-purchase rate and enhance brand loyalty. For example, Ruby Essence, Double Anti-aging Essence, Double Anti-aging Nightlight Eye Cream, TIMAGE Shading Powder and other popular single products were developed.

2. Brand building

Proya brand continued to upgrade, with the upgrading of the product system as the core, continuously enhancing the brand's sense of technology and youth, conveying the brand's spirit of discovery, and closely binding with the younger generation of consumers from material to spirit. Consumers can intuitively feel that "Proya is really different".

In marketing activities, brand content was continuously and uniformly exported throughout the year around positioning, and the brand deeply interacts with consumers through original theme content, official announcement of new spokesperson, cross-border/IP and other forms, to continuously make innovation. Such activities include #Young Dreamers# in January; # Young People Fear Nothing# + official announcement of Sun

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2020 ANNUAL REPORT

Li in March; official announcement of Cai Xukun in April; #Take on adventure for love when you are young# in May; Proya * Nayuku, #Realize your dream while you are young# in June; Nightlight * Tmall Black Box in July; PROYA Young Artist Jiang Yueyin in September; PROYA Eastsea Festival in October; and TIMELAB press conference +PROYA* Bu Kewen and #Just do it while you are young in November.

3. Organizational reform

Organizational level: Focused on building a digitalmiddle platform: the product middle platform deepened the strategy of popular single products and hot products; the accurate promotion ROI strategies of the middle platform were launched. The virtual project organization form with products and delivery as the main line was adopted to create an end-to-end, efficient and self-driven process organization.

Talent: The Company continued to further promote the talent supply chain mechanism that matches the business, selected talents accurately, identified talents quickly and employed talents efficiently, so as to gradually build a young team with strong fighting capacity, learning ability, self-driven ability and entrepreneurial passion. Mechanism: The Company advocated the “three-high" performance culture of "high investment, high performance and high return", and established a performance management system of "setting goals, focusing on processes and getting results"; around the business strategy, the Company made every effort to build a short (quarterly performance, project incentives), medium (annual excess dividends) and long-term (equity incentives, partners) diversified business incentive system.

(I) Analysis of principal business

1. Analysis of change in certain items in income statement and cash flow statement

Unit: Yuan Currency: RMB

Item Amount in the
current period		 Amount in the
same period last
year
Change in the
proportion (%)
Revenue 3,752,386,849.02 3,123,520,211.77
20.13
Cost of sales 1,367,561,949.78 1,125,573,226.23
21.50
Sellingexpenses 1,497,058,943.34 1,223,031,824.07
22.41
Administrative expenses 204,279,378.68
195,259,927.02
4.62
R&D expenses 72,200,028.77
74,602,606.55
-3.22
Financial expenses -13,607,115.53
-9,494,812.30
Not applicable
Net cash flow generated from
operatingactivities
331,550,109.14
235,961,328.34
40.51
Net cash flow generated from
investingactivities
14,534,157.08
-54,596,265.69
Not applicable
Net cash flow from financing
activities
-43,382,734.32
-209,256,879.22
Not applicable

2. Analysis of revenue and cost

√ Applicable□ Not applicable

Explanation on the reason for change in operating revenue: Mainly due to the growth of revenue from online channels.

Explanation on the reason for change in operating cost:

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2020 ANNUAL REPORT

The year-on-year increase achieved RMB 242 million, up 21.50%. The main reasons are as follows:

  1. The operating revenue increased and the operating cost increased correspondingly;

  2. Due to the implementation of new revenue standards, the freight charge of RMB 118 million was listed in the principal business cost in the current period. Explanation on the reason for change in selling expense:

The selling expense was RMB 1.497 billion in 2020, accounting for 39.90% of the operating revenue (39.16% in the same period last year). The year-on-year increase of selling expense achieved RMB 274 million, up 22.41%. The main reasons are as follows:

  1. The online revenue occupied an increased proportion, and the investment for image publicity and brand promotion of the Company increased RMB 387 million compared with the prior year, with year-on-year growth of 46.17%;

  2. Due to the implementation of new revenue standards, the freight charge of RMB 118 million was listed in the principal business cost in the current period (freight charge of RMB 76.25 million was included in the selling expense in the same period in 2019). Explanation on the reason for change in administrative expense:

The administrative expense was RMB 204 million in 2020, accounting for 5.44% of the operating revenue (6.25% in the same period last year). The administrative expense, increased RMB 9.02 million on year-on-year basis, up 4.62%, was essentially on par with the previous year.

Explanation on the reason for change in R&D expenses:

The R&D expense was RMB 72.2 million in 2020, accounting for 1.92% of the operating revenue

(2.39% in the same period last year). It was essentially on par with the previous year. The R&D expense of the parent company was 3.96% in 2020 (4.51% in the same period last year).

Explanation on the reason for change in financial expense: Mainly due to the increase of interest income.

Explanation on the reason for change in net cash flow generated from operating activities:

The year-on-year net flow increased RMB 95.59 million, mainly due to the followings: 1. Increase of cash: The year-on-year increase of sales outstanding achieved RMB 728 million;

  1. Decrease of cash: The goods payment increased RMB 171 million on year-on-year basis, and the cash paid for other operating activities increased RMB 484 million. Explanation on the reason for change in net cash flow generated from investing activities:

The year-on-year net flow increased by RMB 69.13 million, mainly due to the followings:

  1. Increase of cash: Increase of net redemption of wealth management products and increase of monetary capital for new consolidated subsidiary, i.e., acquisition of “Shanghai Healthlong”;

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2020 ANNUAL REPORT

  1. Decrease of cash: The year-on-year increase for investment on associate and other equity as well as expenditure for the acquisition of fixed assets and construction in progress in the current period.

Explanation on the reason for change in net cash flow generated from financing activities:

The year-on-year net flow increased by RMB 166 million, mainly due to the followings:

  1. The short-term borrowings from banks had a year-on-year net increase of RMB 170 million, and the outlay for debt payment had a year-on-year net decrease of RMB 46 million. For these two items, the net cash inflows increased by RMB 216 million;

  2. The interest expenditure for dividend distribution increased by RMB 30 million on year-on-year basis.

(1). Result of principal business by industry, product and region

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Result ofprincipal business byindustry
By
industry		 Revenue Cost of sales Gross
margin
(%)		 Change
in
revenue
from
last
year(%)		 Change
in cost
from
last
year (%)		 Change in gross
profit margin from
last year (%)
Beauty and
personal
care
industry
3,747,924,600.60		 1,363,486,774.26
63.62
20.26		 21.71 Decrease by 0.43
percentage points
Result ofprincipal business by product
By product
Revenue		 Cost of sales Gross
margin
(%)		 Change
in
revenue
from
last
year(%)		 Change
in cost
from
last
year (%)		 Change in gross
profit margin from
last year (%)
Skin care
(including
cleansing)
3,242,093,549.02		 1,139,865,475.50
64.84
11.38		 11.02 Increase by 0.11
percentage points
Make-up 464,967,347.81
197,578,914.36
57.51
181.91		 213.38 Decrease by 4.26
percentagepoints
Other
categories
40,863,703.77
26,042,384.40
36.27
0.47		 -14.60 Increase by 11.25
percentagepoints
Total 3,747,924,600.60 1,363,486,774.26
63.62
20.26		 21.71 Decrease by 0.43
percentagepoints
Result ofprincipal business byregion
By
geography		 Revenue Cost of sales Gross
margin
(%)		 Change
in
revenue
from
last		 Change
in cost
from
last
year(%)		 Change in gross
profit margin from
last year (%)

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2020 ANNUAL REPORT

year(%)
Northeast
China		 44,304,893.79
15,645,677.45
64.69
-30.34		 -32.65 Increase by 1.21
percentagepoints
North
China		 111,815,638.32
45,042,729.22
59.72
-35.95		 -32.60 Decrease by 2.00
percentagepoints
East China
805,871,057.44
277,383,905.03
65.58
41.83		 32.09 Increase by 2.54
percentagepoints
South
China		 78,086,349.46
31,545,110.66
59.60
-56.84		 -54.37 Decrease by 2.19
percentagepoints
Central
China		 209,350,223.42
82,846,339.82
60.43
-46.97		 -43.57 Decrease by 2.39
percentagepoints
Northwest
China		 72,627,248.27
24,751,079.45
65.92
-31.79		 -30.69 Decrease by 0.54
percentagepoints
Southwest
China		 143,373,945.60
51,533,131.56
64.06
-7.33		 -2.99 Decrease by 1.61
percentagepoints
Hong Kong,
China and
overseas
127,445,152.37
110,143,260.74
13.58
-13.85		 -14.30 Increase by 0.46
percentage points
Others
(some
e-commerce
channels)
2,155,050,091.93
724,595,540.33
66.38
62.61		 87.25 Decrease by 4.42
percentage points
Total 3,747,924,600.60 1,363,486,774.26
63.62
20.26		 21.71 Decrease by 0.43
percentagepoints

Explanation on result of principal business by industry, product and geography (1) Due to the implementation of new revenue standards, the freight charge of RMB 118 million was listed in the principal business cost in the current period, and the gross profit margin of principal business excluding freight charge on comparable basis was 66.80% in 2020, increased by 2.75 percentage points over the previous year.

(2) Increase in beauty and personal careindustry: The increase of principal business income in the current year was mainly from the online sales of RMB 2.624 billion, with year-on-year growth of 58.59%.

(3) Increase in make-up: The main reason lies in the development of new make-up products in the Reporting Period (including in-house and OEM products). For example, “TIMAGE”, the new make-up brand in the Reporting Period, witnessed revenue of RMB 121 million.

(4) Increase by regions: The increase in East China is mainly due to the increase of online distribution; the revenue of others (part of the E-commerce) presented a year-on-year growth of 62.61%; the revenue of other regions except E-commerce and East China decreased to varying degrees: mainly due to the year-on-year decrease of online revenue.

(2). Analysis of production and sales volume

√ Applicable□ Not applicable

Major
product
s		 Unit Production Sales Inventory Change in
productio
n from
lastyear

Chang
e in
sales
from		 Change in
inventor
y from
lastyear

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2020 ANNUAL REPORT

(%) last
year
(%)		 (%)
Beauty
and
persona
l
care
product
Piec
e		 194,003,30
0		 180,825,86
6		 47,873,37
2		 15.29 10.00 37.98

Explanation on production and sales volume Both in-house and OEM products are included in the above table, but excluding the quantity for products like cross-border agent brand.

(3). Analysis of cost

Unit: Yuan

(3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan		 (3). Analysis of cost
Unit: Yuan
Byindustry
By
industry		 Cost item Amount in the
current period		 Percentage
of total
costs for
the
current
period (%)

Amount in the
same period last
year
Percentage
of total
costs for
the same
period
last year
(%)
Percentage
change in
the amount
for the
current
period as
compared
to the same
period
last year
(%)		 Explan
ation
Beauty
and
personal
care
industry		 Raw
materials		 851,018,281.40
62.42
799,853,363.25
71.39
6.40
Labor and
manufactu
ringcosts

82,914,903.34
6.08
78,047,754.49
6.97
6.24
Purchases 311,700,853.56
22.86
242,407,770.07
21.64
28.59
Freight
charge		 117,852,735.96
8.64
Sub-total 1,363,486,774.26
100.00		 1,120,308,887.81
100.00
21.71
By product
By
product		 Cost item Amount in the
current period		 Percentage
of total
costs for
the
current
period (%)

Amount in the
same period last
year
Percentage
of total
costs for
the same
period
last year
(%)
Percentage
change in
the amount
for the
current
period as
compared
to the same
period
last year
(%)		 Explan
ation
Skin care
(including		 Raw
materials		 798,070,230.37
70.02
769,807,079.06
74.97
3.67

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2020 ANNUAL REPORT

cleansing) Labor and
manufactu
ringcosts		 76,267,474.56 6.69 74,427,379.74 7.25 2.47
Purchases 164,300,108.50 14.41 182,531,687.96 17.78 -9.99
Freight 101,227,662.07 8.88
Sub-total 1,139,865,475.50 100.00 1,026,766,146.76 100.00 11.02
Make-up Raw
materials		 52,948,051.03 26.80 30,046,284.19 47.66 76.22 Sales
increas
e
of
new
make-u
p
product
s
Labor and
manufactu
ring costs		 6,647,428.78 3.36 3,620,374.75 5.74 83.61 Sales
increas
e
of
new
make-u
p
product
s
Purchases 121,703,172.90 61.60 29,381,356.62 46.60 314.22 Mainly
due to
the
sales of
new
brand
TIMAGE
Freight 16,280,261.65 8.24
Sub-total 197,578,914.36 100.00 63,048,015.56 100.00 213.38
Other
categories		 Raw
materials
Labor and
manufactu
ringcosts
Purchases 25,697,572.16 98.68 30,494,725.49 100.00 -15.73
Freight 344,812.24 1.32
Sub-total 26,042,384.40 100.00 30,494,725.49 100.00 -14.60
Total 1,363,486,774.26 1,120,308,887.81 21.71

Explanation on other situations of cost analysis None

(4). Major customers and suppliers

√ Applicable□ Not applicable

Sales of the top 5 customers amounted to RMB 565,284,600, accounting for 15.08% of the total annual sales. Of the sales of the top 5 customers, sales of related parties amounted to RMB0.00, accounting for 0.00% of the total annual sales.

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2020 ANNUAL REPORT

Procurement of the top 5 suppliers amounted to RMB261,040,300, accounting for 19.65% of the total annual procurement. Of the procurement of the top 5 suppliers, procurement of related parties amounted to RMB0.00, accounting for 0.00% of the total annual procurement.

Other particulars None

3. Expense

  • √ Applicable□ Not applicable

Unit: Yuan

Item 2020 2019 Increase or
decrease of the
currentperiod		 Growth rate
Selling
expenses		 1,497,058,943.34
1,223,031,824.07
274,027,119.27
22.41%
Administrative
expenses
204,279,378.68
195,259,927.02
9,019,451.66
4.62%
R&D expenses 72,200,028.77
74,602,606.55
-2,402,577.78
-3.22%
Financial
expenses		 -13,607,115.53
-9,494,812.30
-4,112,303.23
Not
applicable

4. R&D investment

(1). Table of R&D investment

√ Applicable□ Not applicable

Unit: Yuan

√ Applicable□ Not applicable Unit: Yuan
Expensed R&D investment in the
currentperiod
72,200,028.77
Capitalized R&D investment in the
currentperiod
Total R&D investment 72,200,028.77
Proportion of total R&D investment
to operatingrevenue(%)
1.92
Number of the Company’s R&D staff 196
Percentage of the number of R&D staff
to the Company’s total number of
employees(%)

6.76
Percentage
of
capitalized
R&D
investment(%)

(2). Explanation

□ Applicable√ Not applicable

5. Cash flow

  • √ Applicable□ Not applicable

Item Amount in the Amount in the Growth Explanation current period same period last rate (%) year

23 / 323

2020 ANNUAL REPORT

Net
cash
flow
generated
from
operating
activities

331,550,109.14
235,961,328.34
40.51		 The
year-on-year
net
flow
increased by RMB 95.59 million,
mainly due to the followings: 1.
Cash inflow: The year-on-year
increase of cash received from
sales of goods achieved RMB 728
million; 2. Cash outflow: The
cash paid for goods and services
increased by RMB 171 million on
year-on-year basis, and the cash
paid
for
other
operating
activities increased by RMB 484
million
Net
cash
flow
generated
from
investing
activities

14,534,157.08
-54,596,265.69
Not
applicabl
e

The
year-on-year
net
flow
increased by RMB 69.13 million,
mainly due to the followings: 1.
Increase of cash: (1) The net
redemption of wealth management
products was RMB 213 million in
the current period (RMB 110
million in the same period last
year), with year-on-year net flow
increase of RMB 103 million; (2)
The cash balance of “Shanghai
Healthlong of RMB 66.05 million
at the acquisition; 2. Decrease
of cash: (1) The year-on-year
increase
for
investment
on
associate and other equity was
RMB 76.29 million in the current
period; (2) The year-on-year
increase for the acquisition of
fixed assets and construction in
progress was RMB 20.32 million.
Net cash flow from
financing
activities
-43,382,734.32		 -209,256,879.22
Not
applicabl
e

The
year-on-year
net
flow
increased by RMB 166 million,
mainly due to the followings: 1.
The short-term borrowings from
banks had a year-on-year net
increase of RMB 170 million, and
the outlay for debt payment had a
year-on-year net decrease of RMB
46 million. For these two items,
the net cash inflows increased by
RMB 216 million; 2. The interest
expenditure
for
dividend
distribution increased by RMB 30
million onyear-on-year basis
Other
cash
received
from

81,739,953.02
27,439,741.01
197.89		 Mainly due to amount from the
newlyconsolidated subsidiaryin

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2020 ANNUAL REPORT

operating
activities		 the current period
Cash
paid
for
other
operating
activities

1,422,965,037.76
939,446,827.05		 51.47 The main reason lies in the
year-on-year increase of image
promotion expense of RMB 434
million in the current period,
including: 1. increase for new
consolidated
subsidiary;
2.
increase of image promotion
expense for new incubation brands
and investment brands
Cash received from
disposal
of
investments

213,200,000.00
380,000,000.00		 -43.89 Mainly due to the year-on-year
decrease of wealth management
product redemption
Cash received from
returns
on
investments

2,266,301.37
4,653,362.83		 -51.30 Mainly due to the earnings change
from wealth management products
Other
cash
received relating
to
investing
activities


66,052,759.40
2,500,000.00		 2,542.11 The cash balance of “Shanghai
Healthlong” at the acquisition;
repayment of the loan principal
of RMB 2.5 million was made by
Beijing Mitangpai Cosmetics Co.,
Ltd. in the sameperiod lastyear
Cash
paid
for
investment
81,930,000.00
275,588,295.00		 -70.27 Main reasons: 1. The investment
on associate and other equity
totaled RMB 66.58 million, and
the equity transfer fund of RMB
15.35 million was paid to
minority shareholders in the
current period; 2. Cash of RMB
269.95 million was paid for
purchase of wealth management
products, and the equity transfer
fund of RMB 5.64 million was paid
to minority stockholders in the
sameperiod lastyear
Other cash paid
relating
to
investing
activities

1,035,148.02
2,500,000.00		 -58.59 Net cash paid for disposal of
Huzhou Tizhi Cosmetics Co., Ltd.
in the current period; loan of RMB
2.5 million to Beijing Mitangpai
Cosmetics Co., Ltd. in the same
period lastyear
Proceeds received
from
financing
activities

2,266,300.00
21,085,273.44		 -89.25 The main reason lies in the
decrease of equity investment by
minority shareholders of the
consolidated holding subsidiary
in 2020 as compared with 2019
Cash received from
borrowings
299,000,000.00
128,939,749.33		 131.89 Mainly due to the year-on-year
increase
of
short-term
borrowings from bank

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2020 ANNUAL REPORT

Dividends
paid,
profit
distributed
or
interestpaid

127,734,055.29
97,824,202.19
30.58		 Mainly due to the year-on-year
increase
of
cash
dividend
distribution of RMB 32.2 million
Other cash paid
for
financing-related
activities

2,684,110.55
1,657,699.80
61.92		 Mainly due to the year-on-year
increase of equity repurchase
payment in 2020

(II) Explanation on significant change of profit caused by non-principal business

□ Applicable√ Not applicable

(III) Analysis of assets and liabilities

  • √ Applicable□ Not applicable

  • Assets and liabilities

Unit: Yuan
Items Amount as
at the
end of
the
current
period
Percentage
of total
assets at
the end of
current
period (%)		 Amount as
at the
end of
last
period
Percentage
of total
assets at
the end of
last
period (%)

Change in
percentage
for the
current
period over
the last
period(%)		 Explanation
Held-for-trad
ing financial
assets		 71,450,0
00.00
2.40
-100.00		 Mainly
due
to
redemption
on
maturity of wealth
management
products purchased
at the beginning of
the period in the
currentperiod
Accounts
receivable		 284,878,
419.58
7.83
198,409,
249.19
6.66
43.58		 Main reasons: 1.
The
accounts
receivable
from
online
platform
business
increased;
for
example,
the
accounts
receivable
of
JD.COM and Vipshop
increased by RMB
29.59 million; 2.
Dealers
were
offered
greater
credit support to
stabilize offline
sales,
and
the
balance of accounts

26 / 323

2020 ANNUAL REPORT

receivable
increased; 3. the
accounts
receivable
was
increased due to
new brand business,
etc.
Receivables
financing		 5,531,99
7.32
0.15
2,150,00
0.00
0.07
157.30		 Mainly due to the
increase
in the
balance
of
bank
acceptance bill at
the end of the
period
Prepayment 82,742,8
15.92
2.28
53,313,9
63.76
1.79
55.20		 Mainly due to the
increase of advance
payment and expense
of
the
new
consolidated
subsidiary in the
currentperiod
Other
receivables		 48,733,5
27.35
1.34
15,269,9
49.97
0.51
219.15		 Main reasons: 1.
The
deposit
receivable of the
new
consolidated
subsidiary
increased in the
current period; 2.
Epidemic
prevention
and
control
supplies
were proposed to be
purchased
from
abroad during the
outbreak
of
COVID-19, but no
consensus
was
reached as to the
return policy, and
further
negotiation
was
required
Inventories 468,641,
017.75
12.89
313,649,
003.07
10.53
49.42		 Main reasons: 1.
Overstock for live
streaming in Q4; 2.
Increase of ending
inventory of the
new
consolidated
subsidiary in the
currentperiod
Other current 35,235,8 0.97
11,723,2		 0.39
200.56		 Main reasons: 1.

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2020 ANNUAL REPORT

assets 11.27 68.59 According to the
new
revenue
standards, it was
expected that the
net return of RMB
5.76 million at the
end of the period
should be included
in
“estimated
liabilities”, but
it
was
actually
reflected
as
“estimated
liabilities of RMB
10.19 million” and
“other
current
assets of RMB 4.43
million” based on
the
amount
that
affects the revenue
and cost; 2. The
input tax of excess
VAT
paid
was
reclassified
as
“other
current
assets”, and the
balance
was
increased
Long-term
equity
investments		 58,220,0
59.60
1.60
14,728,0
03.68
0.49
295.30		 Mainly due to the
new
equity
investment of RMB
46 million on the
associate - Jiaxing
Woyong
Investments in
other
equity
instruments

20,580,0
00.00
0.57		 Not
applicable

Mainly due to the
equity investment
of
RMB
20.58
million on Hangzhou
Regenovo
Biotechnology.,
Ltd.
Construction
in progress		 47,324,5
23.36
1.30
31,894,6
58.49
1.07
48.38		 Mainly due to the
new investment on
make-up line in the
currentperiod
Goodwill 31,034,1
61.20
0.85		 Not
applicable

Main reason: The
portion
of
the
investment of the
new
consolidated
subsidiary

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2020 ANNUAL REPORT

“Shanghai
Healthlong” that
exceeded the fair
value of its net
identifiable
assets calculated
according to the
shareholding ratio
was recognized as
goodwill
in the
currentperiod
Long-term
prepaid
expenses		 50,576,7
93.53
1.39
26,378,5
64.50
0.89
91.73		 Main reasons: 1.
Increase
in the
balance
of
endorsement fee to
be amortized; 2.
The increase of RMB
13.03 million for
renovation
of
make-upfactory
Deferred
income
tax
assets		 46,660,5
50.76
1.28
27,975,2
58.51
0.94
66.79		 Mainly due to the
increase
in the
balance of deferred
income tax assets
calculated based on
the
amortized
share-based
payment
Other
non-current
assets		 87,322,7
80.03
2.40
15,006,1
46.49
0.50
481.91		 Main reasons: 1.
RMB 81.6 million
was paid for the
land
in Longwu,
Hangzhou, but the
corresponding land
delivery procedure
has
not
been
completed as at 31
December 2020; 2.
The purchase amount
of long-term assets
originally prepaid
for
the
new
building has been
partially
transferred
into
fixed assets.
Short-term
borrowings		 299,280,
435.09
8.23
129,047,
396.51
4.33
131.92		 Mainly due to the
new bank loans in
the currentperiod
Billspayable 64,580,0 1.78
41,830,9		 1.40
54.38		 Mainlydue to the

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2020 ANNUAL REPORT

00.00 48.53 increase of bank
acceptance
Accounts
payable		 515,832,
031.27
14.18
347,316,
843.39
11.66
48.52		 Mainly
due
to
overstock for live
streaming in Q4 and
the payment day yet
to come
Accounts
received
in
advance		 40,913,4
90.55
1.37
-100.00		 Mainly due to the
adjustment from the
original
“accounts
received
in
advance”
to
“contract
liabilities” and
“other
current
liabilities”
owing
to
the
implementation of
new
revenue
standards
Contract
liabilities		 30,618,7
78.99
0.84		 Not
applicable

Mainly due to the
implementation of
new
revenue
standards: 1. The
unredeemed member
points originally
included
in the
“deferred
income”
were
adjusted
to
“contract
liabilities”; 2.
The
original
“accounts
received
in
advance”
were
adjusted
to
“contract
liabilities” and
“other
current
liabilities”
Non-current
liabilities
due within one
year		 85,258,2
47.69
2.86
-100.00		 Mainly due to the
repayment
of
long-term
borrowings
due
within one year in
the currentperiod
Other current
liabilities		 1,439,26
2.02
0.04		 Not
applicable

Mainly due to the
adjustment from the

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2020 ANNUAL REPORT

original
“accounts
received
in
advance”
to
“contract
liabilities” and
“other
current
liabilities”
owing
to
the
implementation of
new
revenue
standards
Deferred
income		 8,495,35
3.33
0.23
19,743,0
36.56
0.66
-56.97		 The
unredeemed
member
points
originally
included
in the
“deferred
income”
was
adjusted
to
“contract
liabilities” due
to
the
implementation of
new
revenue
standards,
while
the balance at the
beginning of the
period
included
unredeemed member
points of RMB 11.25
million
Deferred
income
tax
liabilities
6,874,10
5.45
0.19
5,132,01
1.38
0.17
33.95		 Mainly due to the
increase of taxable
temporary
differences
recognized
by
one-time deduction
of depreciation of
fixed assets
Undistributed
profit		 1,265,67
1,865.63
34.80
908,411,
607.62
30.49
39.33		 Mainly due to the
increase
of net
profit
in
the
currentperiod
Minority
equity		 90,326,8
30.19
2.48
40,370,1
59.89
1.35
123.75		 Main reason was due
to
the
consolidation
of
“
Shanghai
Healthlong”
happened
in the
currentperiod

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2020 ANNUAL REPORT

Other particulars None

  1. Major restricted assets as at the end of the Reporting Period

√ Applicable□ Not applicable

Item Carrying value at the end of the
period
Reason for restriction
Cash and equivalents 14,803,886.05
Land construction deposit,
transformer
deposit,
L/C
deposit,
Tmall
deposit,
Alipaydeposit,etc.
Total 14,803,886.05

3. Other particulars

□ Applicable√ Not applicable

(IV) Analysis on industry operating information

√ Applicable□ Not applicable

See the content below for details.

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2020 ANNUAL REPORT

Analysis on operating information of the chemical business

  • 1 Basic information of the industry

  • (1). Industry policy and its changes

  • Applicable√ Not applicable

  • (2). Basic information of main subdivided industries and company position in the industry

  • √ Applicable□ Not applicable

Refer to the related description in “(I) Industry pattern and trend” in “III. Discussion and analysis on future development of the Company” of “Section IV Discussion and Analysis of Operation”.

Company position in the industry:

Based on the analysis of various industry data, the Company occupies a certain market share in the Chinese cosmetics market.

2 Products and production

  • (1). Main operation model

  • √ Applicable□ Not applicable

Please refer to the description of the operation model in the “I. Description of the Company’s Principle Business, Operation Model and Industry Condition During the Reporting Period” of “Section III Business Overview of the Company”.

Main information on adjustment of operation model during the Reporting Period

□ Applicable√ Not applicable

(2). Information on major products

√ Applicable□ Not applicable

Product Subdivided
industry		 Main upstream raw
materials
Main downstream
application
fields		 Main influencing
factors of price
Skin care
(cleansing)		 Skin care Moisturizer,
active
substance,
grease wax,
emulsifier,
surfactant,
essence and
packaging		 Skin care and
cleansing		 Personal income,
skin type,
lifestyle and
brand preference
Make-up Make-up Grease wax,
emulsifier,
toner, essence
and packaging		 Make-up, beauty
and shading		 Personal income,
lifestyle and
brand preference

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2020 ANNUAL REPORT

(3). R&D innovation

√ Applicable□ Not applicable

The Company's main operations for continuous innovation in scientific research during the Reporting Period were as follows:

  1. A total of 9 new national invention patents were awarded in 2020, and meanwhile, new applications for 10 invention patents, 3 utility model patents and 27 design patents were filed. As at the end of the Reporting Period, the Company has 75 national invention patents, 30 utility model patent and 80 design patents, totaling 185 patents.

  2. Industry-university-research cooperation: Developed cooperation on the “utilization of deep-sea microbial resources and development of active substances” with the Institute of Microbiology, Chinese Academy of Sciences. Signed the agreement on industry-university-research cooperation with the International School of Cosmetics, Shanghai Institute of Technology, for the purpose of comprehensive cooperation in terms of talent cultivation, scientific research, scientific and technological innovation, and personnel training.

  3. Strategic technology cooperation: Achieved strategic technical cooperation with BASF China, etc.; built a joint laboratory center for high-throughput 3D printing of Asian skin models together with Hangzhou Regenovo Biotechnology., Ltd.;

  4. The project named Key Technology and Standardization for Testing of Prohibited Substances in Cosmetics, jointly carried out by the Company and Hangzhou Institute for Food and Drug Control, National Center for Quality Supervision and Inspection of Daily Commodities, Hangzhou Institute of Test and Calibration for Quality and Technical Supervision, was granted the third prize of Zhejiang Provincial Science and Technology Progress Award;

  5. Proya won the honorary title of “Excellent R&D Team” in the Science and Technology Conference of China Fragrance, Flavour and Cosmetics Industry in 2020 and the 13th Academic Symposium.

  6. Participated in the formulation of group standards of animal substitute test for cosmetics, three of which have been approved and issued by Zhejiang Health Products and Cosmetic Industry Association, and implemented from 20 February 2020; participated in two scientific research projects of the key laboratory for animal substitute test for cosmetics in National Medical Products Administration.

(4). Production process and work flow

√ Applicable□ Not applicable

The Company's products are mainly divided into skin care(cleansing)and make-up. The production process is shown in the figure below:

  1. Production process of skin care products

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2020 ANNUAL REPORT

==> picture [409 x 166] intentionally omitted <==

----- Start of picture text -----

Basic raw material Active ingredient
Semi-finished
Heating and dissolving
Homogeneous Heat-preservati Cooling Filtering
product
inspection
Warehousing Packing Packaging Filling Storage
Finished product
----- End of picture text -----

  1. Production process of cleansing products

==> picture [414 x 169] intentionally omitted <==

----- Start of picture text -----

Basic raw
Active ingredient
Dissolving Homogeneous Heat-preservatio Cooling Filtering Semi-finished
product
inspection
Warehousing Packing Packaging Filling Storage
Finished product
----- End of picture text -----

  1. Production process of make-up

  2. (1) Make-up pressed powder:

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2020 ANNUAL REPORT

==> picture [397 x 189] intentionally omitted <==

----- Start of picture text -----

Raw material Active ingredient Semi-finished product
Mixing evenly Color correction Crushing and sieving Discharging Powder storage
Warehousing Packing Packaging Press forming Filling
Aluminum plate
Finished product Appearance inspection
----- End of picture text -----

  • (2) Lipstick and lip gloss:

==> picture [405 x 168] intentionally omitted <==

----- Start of picture text -----

Basic raw material Active ingredient
Semi-
Heating and dissolving Heat-preservation Color correction Defoaming Filtering
finis
hed
Warehousing Packing Packaging Die forming Storage produ
ct
Finished product Appearance inspection
----- End of picture text -----

  • (3) Eyelashes and eyeliner:

==> picture [389 x 160] intentionally omitted <==

----- Start of picture text -----

Basic raw material Active ingredient
Semi-
Heating and dissolving Homogeneous Heat-preservation Cooling Discharging
finis
hed
Warehousing Packing Packaging Filling Storage produ
ct
Finished product
----- End of picture text -----

  • (5). Capacity and commencement

  • √ Applicable□ Not applicable

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2020 ANNUAL REPORT

Unit: RMB 0’000 Currency: RMB

Main
plant
area or
projec
t
Designed
capacity		 Capacity
utilizatio
n rate (%)		 Capacity under
construction		 Investment
amount of
capacity
under
constructio
n		 Estimated
completion
time of
capacity
under
constructio
n
Huzhou
Factor
y		 200,000,00
0 pcs.		 84.48
0.00		 0.00 None

Increase or decrease in production capacity

□ Applicable√ Not applicable

Adjustment of product line and capacity structure optimization

□ Applicable√ Not applicable

Abnormal shutdown

□ Applicable√ Not applicable

3 Raw material purchase

  • (1). Basic information of main raw materials

  • √ Applicable□ Not applicable

Main raw materials Purchasing mode Settlemen
t method		 Year-on-yea
r price
change
ratio (%)		 Purchas
e
volume		 Consumptio
n
Packaging material Dominated by
competitive
procurement,
except for some
strategic
suppliers
In
accordanc
e with the
contract
provision
s
0.91		 About
1.05
billion
pcs.		 About 1.03
billion
pcs.
Raw
material_moisturizer		 Dominated by
competitive
procurement;
establish
long-term
strategic
cooperation
with supplier
with advantages
In
accordanc
e with the
contract
provision
s
-16.68		 About
1,640
tons		 About
1,600 tons

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2020 ANNUAL REPORT

Raw material_active
substance		 Mainly purchase
via price
comparison; try
to empower
diversified
feature for
single-source
suppliers

In
accordanc
e with the
contract
provision
s
74.17		 About
487
tons		 About 477
tons
Raw material_grease
wax		 Mainly
competitive
procurement;
establish
long-term
strategic
cooperation
with supplier
with advantages
Subject
to
contract
provision
s		 -48.71 About
738
tons		 About 707
tons
Raw
material_emulsifier		 Mainly
competitive
procurement;
cooperate with
industry-leadi
ng suppliers
for some raw
materials		 Subject
to
contract
provision
s		 5.36 About
135
tons		 About 125
tons
Raw
material_sun-screeni
ng agent		 Mainly
competitive
procurement;
establish
long-term
strategic
cooperation
with supplier
with advantages
Subject
to
contract
provision
s		 -1.56 About
55 tons		 About 58
tons

The impact of price changes of main raw materials on the Company's operating costs: Compared with the same period in 2019, the price of packaging materials rose slightly, and the operating cost registered a small rise; the overall price of raw materials decreased by 7.06% from 2019, which lowered the operating cost.

(2). Basic information of major energy sources

√ Applicable□ Not applicable

Major energy
sources
Purchasing
mode		 Settlement
method		 Year-on-year
price change
ratio (%)

Purchase
volume		 Consumption
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2020 ANNUAL REPORT

Water Sign
fixed
agreement
with
local
water supply
company


Pay
in
advance on a
monthly
basis or pay
on demand as
per
local
requirements




0.00		 156,273 tons 156,273 tons
Electricity Sign
fixed
agreement
with
local
power supply
company


Pay
in
advance on a
monthly
basis or pay
on demand as
per
local
requirements




6.73		 8.43 million
KWH		 8.43 million
KWH
Gas Sign
fixed
agreement
with
local
gas company

Pay
in
advance on a
monthly
basis or pay
on demand as
per
local
requirements




-15.83
306,164 m
3		 306,164 m
3

The impact of price changes of main energy sources on the Company's operating costs: The operating cost increased slightly due to the low proportion of energy amount consumed in the production process of the Company in the production cost; in addition, the electricity price in 2020 rose by 6.73% year on year, the price of gas decreased by 15.83%, and electricity is the main energy for consumption.

(3). Measures to deal with raw material price fluctuation risks

Main situation of holding financial products such as derivatives

□ Applicable√ Not applicable

(4). Basic situation of adopting other methods such as phased reserve

□ Applicable√ Not applicable

4 Product sales

(1). Basic information of the Company's principal business by subdivided industry

  • √ Applicable□ Not applicable

Unit: RMB 0’000 Currency: RMB

Subdivi
ded
industr
y		 Revenue Cost of
sales		 Gross
margin
(%)		 Change in
revenue
from last
year (%)

Change in
cost from
last year
(%)


Change
in
gross
profit
margin		 Gross
margin of
products in
the same
industry

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2020 ANNUAL REPORT

from
last
year
(%)		 and field
Skin
care
(includ
ing
cleansi
ng)		 324,209.35
113,986.55
64.84
11.38
11.02
Increas
e by
0.11%

No
public
informat
ion
availabl
e
Make-up 46,496.73
19,757.89
57.51
181.91
213.38
Decreas
e by
4.27%

No public
information
available
Other
categor
ies		 4,086.37
2,604.24
36.27
0.47
-14.60
Increas
e by
11.25%

No public
information
available

(2). Basic information of the Company's principal business by sales channel

√ Applicable□ Not applicable

Unit: RMB 0’000 Currency: RMB

Sales channel Revenue Change in revenue from last
year (%)
Online 262,402.07 58.59
Offline 112,390.39 -23.12

The sales model integrates offline and online channels.

Online channels mainly include direct sales and distribution. Such channels mainly include Tmall, Taobao, JD.COM, Vipshop, and Pinduoduo.

Off-line channels are mainly operated by dealers. Such channels mainly include malls and supermarkets, cosmetics specialty stores, and single brand stores.

Statement of accounting policy

□ Applicable√ Not applicable

  • 5 Environmental protection and safety

  • (1). Basic information of major work safety accidents of the Company during the Reporting Period

  • Applicable√ Not applicable

(2). Major environmental violations

□ Applicable√ Not applicable

(V) Analysis of investment

  • 1、 Overall analysis of external equity investment

  • √ Applicable□ Not applicable

40 / 323

2020 ANNUAL REPORT

Unit: Yuan

Unit: Yuan Unit: Yuan Unit: Yuan
Item Closing balance Opening balance
Carrying
alance		 Impairment
sions
Carrying value
Carrying
alance
 Impairment
visions		 Carrying value
Investment
on
joint
ventures
3,306,630.57		 3,306,630.57
3,314,489.57		 3,314,489.57
Investment
on
associates		 54,913,429.03
54,913,429.03 15,490,224.94 4,076,710.83 11,413,514.11
Total 58,220,059.60
58,220,059.60 18,804,714.51 4,076,710.83 14,728,003.68

Refer to “VII. 17. Long-term equity investment” in “Section XI Financial Report” herein for details.

(1) Significant equity investment

□ Applicable√ Not applicable

(2) Significant non-equity investment

□ Applicable√ Not applicable

(3) Financial assets measured at fair value

□ Applicable√ Not applicable

(VI) Sale of major assets and equities

□ Applicable√ Not applicable

(VII) Analysis of major controlled companies and shareholding companies

√ Applicable□ Not applicable

Unit: RMB 00’000

Major
subsidiarie
s		 Nature
of the
business		 Major
products
and
services		 Registere
d capital		 Total
asset		 Net
assets		 Net
profit		 Controlled
or
shareholdin
g company
Hangzhou
Proya Trade
Co., Ltd.		 Cosmetic
s sales		 Cosmetic
s		 5,000.00 48,620.4
6
13,043.03		 2,015.43 Controlled
Hapsode
(Hangzhou)
Cosmetics
Co., Ltd.		 Cosmetic
s sales		 Cosmetic
s		 5,000.00 10,913.1
1
-19,848.8
6
-3,317.4
8
Controlled

41 / 323

2020 ANNUAL REPORT

Note: The loss of Hapsode (Hangzhou) Cosmetics Co., Ltd. amounted to RMB 33,174,800, in which the loss of Hapsode brand amounted to RMB 15,546,000.

(VIII) Structured entities controlled by the Company

□ Applicable√ Not applicable

III Discussion and analysis on future development of the Company

  • (I) Industry pattern and trend

  • √ Applicable□ Not applicable

According to the statistics of the National Bureau of Statistics, the total retail sales of social consumer goods was RMB 39,198.1 billion in 2020, with a year-on-year decrease of 3.9%, of which the total amount of cosmetics was RMB 340 billion, up 9.5% year on year (retail sales of unit consumer goods above quota).

(II) Development strategy of the Company

√ Applicable□ Not applicable

Adhering to the corporate values of "diligence and pragmatism, passion and initiative, honesty and gratitude", the Company is committed to becoming a world-class beauty makeup enterprise, and building a new Chinese cosmetics industry platform. Focus on the "6 * N" strategy in the future:

"6" refers to new consumption, new marketing, new organization, new mechanism, new technology and new intelligent creation, and "N" refers to creating N brands

(1) New consumption: It refers to meeting the needs of more consumers and providing consumers with innovation services with high value;

(2) New marketing: It refers to marketing digitalization, omni-channel refined operation as well as accurate and advanced insight into consumers;

(3) New organization: It refers to an efficient organization with flat, platform-based and self-driven coordination;

(4) New mechanism: It refers to the establishment of a flexible, diversified and business-oriented incentive mechanism;

(5) New technology: It refers to paying attention to basic scientific research in the field of research and development, in order to create R&D technology competitiveness that is difficult to replicate; and focusing on the Company's transformation of informatization and digitization, to build an intelligent operation management system;

(6) New intelligent creation: It refers to building an agile and flexible supply chain to adapt to the current fast-paced production and sales;

——The core connotation of "6 * N" refers to the creation, empowerment and incubation of "different" brands that meet the "different" needs of "different" consumers based on the above six capabilities.

(III) Business plan

√ Applicable□ Not applicable

42 / 323

2020 ANNUAL REPORT

In 2021, we will focus on the following aspects:

  1. Strengthen brand building: gradually implement the blueprint of the self-owned brand matrix, plan new brands and reshape old brands.

(1) Main brand: Complete the Proya brand upgrade plan and shape it into a new high-tech, youth-centric and proactive brand. Attract more first-and second-tier young consumers, and gradually upgrade the consumer level. In addition, maintain the steady growth of the main brand.

(2) Potential brands: Complete the leap from incubation period to high-speed growth period of TIMAGE, and complete the brand reshaping of Hapsode.

(3) Other brands: Incubate more new brands.

  1. Product upgrading strategy: Establish product planning and marketing capabilities ahead of the market to improve product success rate.

(1) Proya: Plan, create and reserve a variety of popular single products and new products. Try to launch products priced above RMB 300, and increase the unit price gradually.

(2) TIMAGE, Hapsode, CORRECTORS: Plan and create a variety of popular single products and hot products.

  1. Refined operation channels:

(1) Online channels: Maintain the rapid growth of online channels as a whole, focus on refined operation of direct channels, and keep emerging channels such as TikTok stores growing rapidly.

(2) Offline channels: Maintain the steady and healthy development of CS channels, and continue expanding mall and supermarket channels.

(IV) Potential risks

√ Applicable□ Not applicable

  1. Industry competition risk

(1) Competition among brands in the industry becomes increasingly fierce. The Company's brand upgrading strategy and popular single product strategy may fail to meet expectations;

(2) Competition in marketing becomes increasingly fierce. The digital and refined cost control may fail to meet expectations.

  1. Project incubation risk

(1) New brand incubation risk: The marketing investment is large and the performance fails to meet expectations;

(2) New category cultivation risk: The operation modes of different categories are quite different; the team fails to meet the requirements and the performance fails to meet the expectations.

  1. Uncertain impact of COVID-19 on business operation

(V) Others

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

IV Explanation on the failure to disclose as per rules due to inapplicability or special reasons such as state secrets and business secrets

  • Applicable√ Not applicable

Section V Major Events

I Proposal for profit distribution of ordinary shares or capitalization of capital reserve

  • (I) Formulation, implementation or adjustment of the cash dividend policy

  • √ Applicable□ Not applicable

Pursuant to the relevant requirements of Regulatory Guidance No.3 of Listed Companies — Cash Dividend Distribution of Listed Companies issued by the China Securities Regulatory Commission and Guidelines of Shanghai Stock Exchange Guidelines for Cash Dividends of Listed Companies, combined with the actual situation of the Company, the Company held the eighth meeting of the first session of the Board of Directors and the second extraordinary general shareholders’ meeting in 2016 on 12 April 2016 and 5 May 2016 respectively, and deliberated and approved the Proposal on Formulating the

Shareholder Dividend Distribution Plan in Three Years after the Listing of the Company and the Proposal on Formulating the Applicable after the Listing of the Company as below:

I. Considerations for Formulating Shareholder Dividend Distribution Plan

With a view to long-term and sustainable development, on the basis of comprehensive analysis of enterprise development strategy, shareholders' requirements and wishes, social capital cost, external financing environment and other factors, the Company solicits and listens to the requirements and wishes of shareholders, especially small and medium shareholders, fully considers the Company's current and future profit scale, cash flow status, development stage, project investment fund demand, bank credit, etc., balances the short-term and long-term interests of shareholders, and makes institutional arrangements for profit distribution, so as to establish a sustained, stable and scientific dividend return mechanism for investors to ensure the continuity and stability of the Company's profit distribution policy.

II. Principles for Formulating Shareholder Dividend Distribution Plan

Implement a sustained and stable profit distribution policy, attach importance to the reasonable return on investment to investors and take into account the sustainable development of the Company, and establish a sustained and stable return mechanism for investors in combination with the Company's profitability and the actual needs of the development strategy for the future business. The Company shall formulate the profit distribution plan in accordance with the Articles of Association. The opinions of independent directors, supervisors and public investors shall be fully considered in the decision-making and demonstration of profit distribution policies by the Board of Directors, Board of Supervisors and general shareholders’ meeting of the Company.

III. Shareholder Dividend Distribution Plan

  1. The Company shall implement a sustained and stable profit distribution policy.

The Company's profit distribution shall pay attention to the reasonable return on

44 / 323

2020 ANNUAL REPORT

investment to investors and take into account the actual operation and sustainable development of the Company in the current year.

  1. The Company can distribute profits in cash or stock, or a combination of cash and stock or other methods permitted by laws and regulations. The profit distribution shall not exceed the range of accumulated distributable profits or affect the Company’s ability to continue as a going concern. Under the condition of meeting cash dividends, the Company shall give priority to profit distribution by means of cash dividends.

Under the condition of meeting the cash dividend conditions stipulated in the Articles of Association of the Company, the Company shall distribute profits in cash. In principle, cash dividends shall be paid once a year. The Board of Directors of the Company can propose the Company to pay medium-term cash dividends according to the Company's profit and capital demand.

The Company shall maintain the continuity and stability of the profit distribution policy. The annual profit distributed in cash shall not be less than 20% of the distributable profit realized in the current year. The Board of Directors of the Company shall comprehensively consider factors such as the characteristics of the industry, the stage of development, its operation model, profitability and significant capital expenditure arrangement, and put forward differentiated cash dividend policies pursuant to the procedures set out in the Articles of Association of the Company.

  1. Adjustment of profit distribution plan and relevant decision-making mechanism

(1) The Company shall evaluate the implementation of the implemented shareholder dividend distribution plan at least once every three years.

According to relevant laws and regulations as well as the Company's operating conditions, the opinions of shareholders (especially small and medium-sized investors) and independent directors, the Company's profit distribution policy in implementation shall be revised accordingly when necessary, and a new shareholder dividend distribution plan shall be formulated. After the adjustment of the shareholder dividend distribution plan, it must be deliberated and approved at the general shareholders’ meeting by voting.

(2) The Board of Directors of the Company shall scientifically formulate the annual distribution plan or the medium-term profit distribution plan according to the needs of operation and development by fully considering the Company's profit, cash flow status, development fund demand, financing cost, external financing environment and other factors, and implement it upon the approval at the general shareholders’ meeting of the Company by voting.

At the 8th meeting of the first session of the Board of Directors and the 2nd extraordinary general shareholders’ meeting in 2016, the Company deliberated and approved the Proposal on Distribution of Accumulated Profits before the Public Offering of Shares and Listing of the Company: if the Company's initial public offering of shares is successfully completed, the undistributed profits accumulated before this public offering shall be shared by the new and old shareholders after the initial public offering according to their shareholding ratio.

On 12 October 2020 and 28 October 2020 respectively, the Company held the 16th meeting of the second session of the Board of Directors and the 3rd extraordinary general

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shareholders’ meeting in 2020, and deliberated and approved the Proposal on Shareholder Dividend Distribution Plan for the Next Three Years (2020-2022) as below:

I. Considerations for Formulating Shareholder Dividend Distribution Plan

With a view to long-term and sustainable development, on the basis of comprehensive analysis of enterprise development strategy, shareholders' requirements and wishes, social capital cost, external financing environment and other factors, the Company solicits and listens to the requirements and wishes of shareholders, especially small and medium shareholders, fully considers the Company's current and future profit scale, cash flow status, development stage, project investment fund demand, bank credit, etc., balances the short-term and long-term interests of shareholders, and makes institutional arrangements for profit distribution, so as to establish a sustained, stable and scientific dividend return mechanism for investors to ensure the continuity and stability of the Company's profit distribution policy.

II.Principles for Formulating Shareholder Dividend Distribution Plan

Implement a sustained and stable profit distribution policy, attach importance to the reasonable return on investment to investors and take into account the sustainable development of the Company, and establish a sustained and stable return mechanism for investors in combination with the Company's profitability and the actual needs of the development strategy for the future business. The Company shall formulate the profit distribution plan in accordance with the Articles of Association. The opinions of independent directors, supervisors and public investors shall be fully considered in the decision-making and demonstration of profit distribution policies by the Board of Directors, Board of Supervisors and general shareholders’ meeting of the Company.

III. Shareholder Dividend Distribution Plan (2020-2022)

  1. The Company shall implement a sustained and stable profit distribution policy. The Company's profit distribution shall pay attention to the reasonable return on investment to investors and take into account the actual operation and sustainable development of the Company in the current year.

  2. The Company can distribute profits in cash or stock, or a combination of cash and stock or other methods permitted by laws and regulations. The profit distribution shall not exceed the range of accumulated distributable profits or affect the Company’s ability to continue as a going concern. Under the condition of meeting cash dividends, the Company shall give priority to profit distribution by means of cash dividends.

Under the condition of meeting the cash dividend conditions stipulated in the Articles of Association of the Company, the Company shall distribute profits in cash. In principle, cash dividends shall be paid once a year. The Board of Directors of the Company can propose the Company to pay medium-term cash dividends according to the Company's profit and capital demand. The Company shall maintain the continuity and stability of the profit distribution policy, and the annual profit distributed in cash shall not be less than 20% of the distributable profit realized in the current year. The Board of Directors of the Company shall comprehensively consider factors such as the characteristics of the industry, the stage of development, its operation model, profitability and significant capital expenditure arrangement, and put forward differentiated cash dividend policies pursuant to the procedures set out in the Articles of Association of the Company.

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  1. Adjustment of profit distribution plan and relevant decision-making mechanism

(1) The Company shall evaluate the implementation of the implemented shareholder dividend distribution plan at least once every three years. According to relevant laws and regulations as well as the Company's operating conditions, the opinions of

shareholders (especially small and medium-sized investors) and independent directors, the Company's profit distribution policy in implementation shall be revised accordingly when necessary, and a new shareholder dividend distribution plan shall be formulated. After the adjustment of the shareholder dividend distribution plan, it must be deliberated and approved at the general shareholders’ meeting by voting.

(2) The Board of Directors of the Company shall scientifically formulate the annual distribution plan or the medium-term profit distribution plan according to the needs of operation and development by fully considering the Company's profit, cash flow status, development fund demand, financing cost, external financing environment and other factors, and implement it upon the approval at the general shareholders’ meeting of the Company by voting.

During the Reporting Period, the 2019 annual general meeting of the Company deliberated and approved the 2019 annual profit distribution plan: the Company shall distribute cash dividend of RMB 5.90 (tax inclusive) per 10 shares to all shareholders registered on the equity registration date based on the total share capital registered as at the registration date of dividend-paying equity, with the distributed cash dividend totaling RMB 118,749,040.40 (tax inclusive). The above dividend distribution plan was implemented on 13 May 2020.

(II) Ordinary shares dividend distribution scheme or plan, and capitalization scheme or plan from capital reserve to share capital of the Company in recent three years (including the Reporting Period)

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Year for
dividend
distributi
on		 Number
of
bonus
shares
per 10
shares
(shares
)		 Amount of
dividends
distribut
ed per 10
shares
(Yuan)
(inclusiv
e of tax)		 Number of
shares
transferr
ed per 10
shares
(shares)		 Amount of
cash
dividends
(inclusive
of tax)		 Net profit
attributable
to the
ordinary
shareholders
of the listed
company in
the
consolidated
financial
statements
for the
distribution
year




Percentage
of the net
profit
attributab
le to the
ordinary
shareholde
rs of the
listed
company in
the
consolidat
ed
financial
statements
(%)

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2020 ANNUAL REPORT

2020 0
7.20
0		 144,804,186.
00
476,009,298.
41
30.42
2019 0
5.90
0		 118,749,040.
40
392,681,976.
58
30.24
2018 0
4.30
0		 86,552,894.0
0
287,188,727.
12
30.14

(III) The inclusion of shares repurchased through cash offer in cash dividend

□ Applicable√ Not applicable

  • (IV) If the Company recorded positive profit distributable to ordinary shareholders of the parent

company during the Reporting Period, but there was no proposal for cash dividend, the Company shall disclose the reasons, the usage and the utilization plan of the undistributed profits in detail

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

II Performance of undertakings

(I) Undertakings by the Company’s beneficial controllers, shareholders, related parties, acquirers, the Company and other related parties during or subsisted in the Reporting Period

√ Applicable□ Not applicable

Background
of
undertakings
Type of
undertakings
Undertaking
party		 Content of undertakings Time and term
of the
undertaking
Whether
there is
deadline
for
performance
Whether
strictly
performed
in a
timely
manner
If not
performed
in time,
describe
the
specific
reasons		 If not
performed
in time,
describe
plans in
next steps
Undertakings
related to
initial
public
offering
Restriction
on sale of
shares		 Controlling
shareholders
and
beneficial
controllers:
Hou Juncheng
and Fang Aiqin
(1) Within 36 months from the
date of listing of the
Company's shares, I will not
transfer or entrust others
to manage the Company's
shares directly or
indirectly held by me, nor
will the Company repurchase
the shares; (2) If the
closing price of the
Company's shares has been
lower than the issue price
for 20 consecutive trading
days within 6 months after
the listing of the Company,



Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to 14
November
2020


Yes		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

or the closing price is lower
than the issue price as at
the end of the six-month
period upon the listing, the
lockup period of the
Company's shares held by me
will be automatically
extended for 6 months; (3) If
I sell the Company's shares
held by within two years
after the expiration of the
lockup period, the selling
price shall not be lower than
the issue price. (4) If I/the
partnership violates the
above-mentioned share
locking commitment, the
lockup period of the
Company's shares held by
me/the partnership will be
automatically extended for 6
months.







Restriction
on sale of
shares		 Fang Yuyou,
Director &
General
Manager		 (1) Within 36 months from the
date of listing of the
Company's shares, I will not
transfer or entrust others
to manage the Company's

Time of the
undertaking:
15 November
2017, period
of validity:


Yes		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

shares directly or
indirectly held by me, nor
will the Company repurchase
the shares; (2) If the
closing price of the
Company's shares has been
lower than the issue price
for 20 consecutive trading
days within 6 months after
the listing of the Company,
or the closing price is lower
than the issue price as at
the end of the six-month
period upon the listing, the
lockup period of the
Company's shares held by me
will be automatically
extended for 6 months; (3) If
I sell the Company's shares
held by within two years
after the expiration of the
lockup period, the selling
price shall not be lower than
the issue price. (4) If I/the
partnership violates the
above-mentioned share
locking commitment, the









15 November
2017 to 14
November
2020

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2020 ANNUAL REPORT

lockup period of the
Company's shares held by
me/the partnership will be
automatically extended for 6
months.
Restriction
on sale of
shares		 12 natural
person
shareholders,
i.e., Li
Xiaolin, Xu
Junqing, Fang
Aifen, Ye
Caifu, Li
Jianqing,
Chen
Dongfang, Li
Wenqing, Xu
Dongkui, Bao
Qingfang,
Fang Jiaqin,
Fang Shanming
and Ye Hong


(1) Within 36 months from the
date of listing of the
Company's shares, I will not
transfer or entrust others
to manage the Company's
shares directly or
indirectly held by me, nor
will the Company repurchase
the shares; (2) If the
closing price of the
Company's shares has been
lower than the issue price
for 20 consecutive trading
days within 6 months after
the listing of the Company,
or the closing price is lower
than the issue price as at
the end of the six-month
period upon the listing, the
lockup period of the
Company's shares held by me
will be automatically






Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to 14
November
2020


Yes		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

extended for 6 months; (3) If
I sell the Company's shares
held by within two years
after the expiration of the
lockup period, the selling
price shall not be lower than
the issue price. (4) If I/the
partnership violates the
above-mentioned share
locking commitment, the
lockup period of the
Company's shares held by
me/the partnership will be
automatically extended for 6
months.




Restriction
on sale of
shares		 Directors and
senior
management:
Hou Juncheng,
Fang Yuyou and
Cao Liangguo


(1) During my tenure as
director/senior management
of the Company, the shares
transferred each year shall
not exceed 25% of the total
number of the Company's
shares directly or
indirectly held by me;
within half a year after my
demission, I will not
transfer the Company's
shares directly or


Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

indirectly held by me; (2) If I sell the Company's shares held by me within two years after the expiration of the lockup period, the selling price shall not be lower than the issue price; if the closing price of the Company's shares has been lower than the issue price for 20 consecutive trading days within 6 months after the listing of the Company, or the closing price is lower than the issue price as at the end of the six-month period upon the listing, the lockup period of the Company's shares held by me will be automatically extended for 6 months; and it will not be terminated due to my job change, demission and other reasons. (3) If I/the partnership violates the above-mentioned share locking commitment, the

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2020 ANNUAL REPORT

lockup period of the
Company's shares held by
me/the partnership will be
automatically extended for 6
months.
Restriction
on sale of
shares		 Senior
management:
Zhang Yefeng
and Zhang
Minhua		 (1) Within 12 months from the
date of listing of the
Company's shares, I will not
transfer or entrust others
to manage the Company's
shares directly or
indirectly held by me, nor
will the Company buy back the
shares; (2) During my tenure
as senior management of the
Company, the shares
transferred each year shall
not exceed 25% of the total
number of the Company's
shares directly or
indirectly held by me;
within half a year after my
demission, I will not
transfer the Company's
shares directly or
indirectly held by me; (3) If
I sell the Company's shares









Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

held by me within two years after the expiration of the lockup period, the selling price shall not be lower than the issue price; if the closing price of the Company's shares has been lower than the issue price for 20 consecutive trading days within 6 months after the listing of the Company, or the closing price is lower than the issue price as at the end of the six-month period upon the listing, the lockup period of the Company's shares held by me will be automatically extended for 6 months; and it will not be terminated due to my job change, demission and other reasons. (4) If I/the partnership violates the above-mentioned share locking commitment, the lockup period of the Company's shares held by

56 / 323

2020 ANNUAL REPORT

me/the partnership will be
automatically extended for 6
months.
Restriction
on sale of
shares		 Senior
management:
Jin Yanhua		 (1) Within 12 months from the
date of listing of the
Company's shares, I will not
transfer or entrust others
to manage the Company's
shares directly or
indirectly held by me, nor
will the Company buy back the
shares; (2) During my tenure
as senior management of the
Company, the shares
transferred each year shall
not exceed 25% of the total
number of the Company's
shares directly or
indirectly held by me;
within half a year after my
demission, I will not
transfer the Company's
shares directly or
indirectly held by me; (3) If
I sell the Company's shares
held by me within two years
after the expiration of the











Time of the
undertaking:
16 April
2018, period
of validity:
16 April 2018
to long term




No		 Yes Not
applicable
Not
applicable

57 / 323

2020 ANNUAL REPORT

lockup period, the selling price shall not be lower than the issue price; if the closing price of the Company's shares has been lower than the issue price for 20 consecutive trading days within 6 months after the listing of the Company, or the closing price is lower than the issue price as at the end of the six-month period upon the listing, the lockup period of the Company's shares held by me will be automatically extended for 6 months; and it will not be terminated due to my job change, demission and other reasons. (4) If I/the partnership violates the above-mentioned share locking commitment, the lockup period of the Company's shares held by me/the partnership will be automatically extended for 6

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2020 ANNUAL REPORT

months.
Restriction
on sale of
shares		 Senior
management:
Wang Li		 (1) Within 12 months from the
date of listing of the
Company's shares, I will not
transfer or entrust others
to manage the Company's
shares directly or
indirectly held by me, nor
will the Company buy back the
shares; (2) During my tenure
as senior management of the
Company, the shares
transferred each year shall
not exceed 25% of the total
number of the Company's
shares directly or
indirectly held by me;
within half a year after my
demission, I will not
transfer the Company's
shares directly or
indirectly held by me; (3) If
I sell the Company's shares
held by me within two years
after the expiration of the
lockup period, the selling
price shall not be lower than












Time of the
undertaking:
3 September
2018, period
of validity:
3 September
2018 to long
term



No		 Yes Not
applicable
Not
applicable

59 / 323

2020 ANNUAL REPORT

the issue price; if the
closing price of the
Company's shares has been
lower than the issue price
for 20 consecutive trading
days within 6 months after
the listing of the Company,
or the closing price is lower
than the issue price as at
the end of the six-month
period upon the listing, the
lockup period of the
Company's shares held by me
will be automatically
extended for 6 months; and it
will not be terminated due to
my job change, demission and
other reasons. (4) If I/the
partnership violates the
above-mentioned share
locking commitment, the
lockup period of the
Company's shares held by
me/the partnership will be
automatically extended for 6
months.







Restriction Controlling (1) If I intend to reduce my Time of the No Yes Not Not

60 / 323

2020 ANNUAL REPORT

on sale of
shares		 shareholders
and
beneficial
controllers:
Hou Juncheng
and Fang Aiqin
shares within 24 months
after the expiration of the
lockup period, the number of
issuer shares directly or
indirectly reduced shall not
exceed 6% of the total number
of issuer shares before this
issuance; (2) The reduction
of the Company's shares
shall comply with the
provisions of relevant laws,
regulations and rules; the
specific methods include but
are not limited to
centralized bidding in the
exchange, block trading, and
agreement transfer; (3)
Before selling the Company's
shares, I shall make a public
announcement three trading
days in advance and perform
the obligation of
information disclosure in a
timely and accurate manner
in accordance with the rules
of the stock exchange,
except for the case when I













undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term


applicable applicable

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2020 ANNUAL REPORT

hold less than 5% of the
Company's shares; (4) If I
fail to fulfill the above
reduction intention, I will
publicly explain the
specific reasons for the
failure in the general
shareholders’ meeting of
the Company and the
disclosure media designated
by China Securities
Regulatory Commission and
apologize to the
shareholders of the Company
and public investors.

Restriction
on sale of
shares		 Shareholders
directly
holding more
than 5%
shares: Fang
Yuyou, Li
Xiaolin		 (1) If I intend to reduce my
shares after the expiration
of the lockup period, I will
earnestly abide by the
relevant regulations of the
China Securities Regulatory
Commission and the Exchange
on the reduction of shares of
shareholders, prudently
formulate a share reduction
plan in combination with the
Company's needs of








Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

62 / 323

2020 ANNUAL REPORT

stabilizing the stock price, carrying out operation and capital operation, and gradually reduce my shares after the expiration of the lockup period; (2) The reduction of the Company's shares shall comply with the provisions of relevant laws, regulations and rules; the specific methods include but are not limited to centralized bidding in the exchange, block trading, and agreement transfer; (3) Before reducing the Company's shares, I shall make a public announcement three trading days in advance and perform the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange, except for the case when I hold less than 5% of the Company's

63 / 323

2020 ANNUAL REPORT

shares; (4) If I fail to
fulfill the above reduction
intention, I will publicly
explain the specific reasons
for the failure in the
general shareholders’
meeting and the disclosure
media designated by China
Securities Regulatory
Commission and apologize to
the shareholders of the
Company and public
investors.

Others Company Before satisfying the
prerequisites for
initiating stock price
stabilization plan, if the
Company fails to take
measures for stock price
stabilization, the Company
will publicly explain the
specific reasons for the
failure to take measures for
stock price stabilization in
the general shareholders’
meeting and the disclosure
media designated by China

Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

64 / 323

2020 ANNUAL REPORT

Securities Regulatory Commission and apologize to the shareholders and public investors. If the loss to the investors is not due to the force majeure, the Company will bear the compensation responsibility to the investors pursuant to law, and bear the corresponding responsibility as required by laws, regulations and relevant regulatory agencies; if the loss to the investors is due to the force majeure, the treatment scheme to minimize the loss to investors interests shall be developed as soon as possible and submitted to the general shareholders’ meeting for deliberation, so as to protect the interests of investors of the Company as much as possible. Within three years from the date of listing of the Company's

65 / 323

2020 ANNUAL REPORT

shares, if the Company
employs new directors and
senior management, the
Company will require such
new directors and senior
management to fulfill the
corresponding undertakings
made by the directors and
senior management at the
time of listing of the
Company.
Others Controlling
shareholders
and
beneficial
controllers		 Before satisfying the
prerequisites for
initiating stock price
stabilization plan, if I
fail to take measures to
stabilize the stock price
according to the stock price
stabilization plan, I will
publicly explain the
specific reasons for the
failure to take the above
measures for stock price
stabilization in the general
shareholders’ meeting of
the issuer and the
disclosure media designated


Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

66 / 323

2020 ANNUAL REPORT

by China Securities
Regulatory Commission and
apologize to the
shareholders of the issuer
and public investors; if I
fail to fulfill the above
commitment, I will stop
receiving shareholder
dividends from the issuer
within 5 working days from
the date of occurrence of the
aforesaid event, and
meanwhile the issuer share
held by me shall not be
transferred until I take
corresponding stock price
stabilization plan
according to the above plan
and complete such measures.

Others Director
(excluding
independent
director) and
senior
management
Before satisfying the
prerequisites for
initiating stock price
stabilization measures, if I
fail to take measures to
stabilize the stock price
according to the stock price
stabilization plan, I will

Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

67 / 323

2020 ANNUAL REPORT

publicly explain the specific reasons for the failure to take the above measures for stock price stabilization in the general shareholders’ meeting of the issuer and the disclosure media designated by China Securities Regulatory Commission and apologize to the shareholders of the issuer and public investors; if I fail to fulfill the above commitment, I will stop receiving remuneration and shareholder dividends (if any) from the issuer within 5 working days from the date of occurrence of the aforesaid event, and meanwhile the issuer share held by me (if any) shall not be transferred until I take corresponding stock price stabilization plan according to the above plan

68 / 323

2020 ANNUAL REPORT

and complete such measures.
Others Company If false records, misleading
statements or major
omissions in the prospectus
of the Company cause losses
to investors in securities
trading, the investors will
be compensated for their
losses pursuant to law.
After the identification of
such violations by China
Securities Regulatory
Commission, the stock
exchange where the Company
is located or the judicial
organs, we will reach an
amicable settlement with the
investors, and compensate
the investors for the direct
economic losses arising
therefrom through amicable
settlement between the third
party and the investors and
investor compensation fund
according to the measurable
economic losses directly
suffered by investors, in









Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

69 / 323

2020 ANNUAL REPORT

the principle of simplified
procedure, active
negotiation, compensation
in advance and guarantee of
the interests of investors,
especially small and medium
investors. If the Company
violates the above
commitment, the Company will
disclose this in the general
shareholders’ meeting and
the disclosure media
designated by China
Securities Regulatory
Commission and apologize to
the shareholders and public
investors for the failure to
fulfill the above
compensation measures, and
compensate the investors
according to the actual loss
determined by China
Securities Regulatory
Commission and relevant
judicial organs.








Others Controlling
shareholders		 If false records, misleading
statements or major
Time of the
undertaking:
No		 Yes Not
applicable
Not
applicable

70 / 323

2020 ANNUAL REPORT

and
beneficial
controllers
of issuer		 omissions in the prospectus
of the issuer cause losses to
investors in securities
trading, I will compensate
the investors for their
losses pursuant to law.
After the identification of
such violations by China
Securities Regulatory
Commission, the stock
exchange where the Company
is located or the judicial
organs, we will reach an
amicable settlement with the
investors, and compensate
the investors for the direct
economic losses arising
therefrom through amicable
settlement between the third
party and the investors and
investor compensation fund
according to the measurable
economic losses directly
suffered by investors, in
the principle of simplified
procedure, active
negotiation, compensation








15 November
2017, period
of validity:
15 November
2017 to long
term

71 / 323

2020 ANNUAL REPORT

in advance and guarantee of the interests of investors, especially small and medium investors. If the controlling shareholders and beneficial controllers of the Company violate the above commitment, the controlling shareholders and beneficial controllers will disclose this in the general shareholders’ meeting of the issuer and the disclosure media designated by China Securities Regulatory Commission and apologize to the shareholders of the issuer and public investors for the failure to fulfill the above compensation measures; besides, the controlling shareholders and beneficial controllers will stop receiving shareholder dividends from the issuer within 5 working days from

72 / 323

2020 ANNUAL REPORT

the date of breach of the
above commitments, and
meanwhile the issuer shares
held by them shall not be
transferred until they take
corresponding compensation
measures according to the
above commitments and
complete such measures.
Director,
supervisor
and senior
management		 If false records, misleading
statements or major
omissions in the prospectus
of the issuer cause losses to
investors in securities
trading, I will compensate
the investors for their
losses pursuant to law.
After the identification of
such violations by China
Securities Regulatory
Commission, the stock
exchange where the Company
is located or the judicial
organs, we will reach an
amicable settlement with the
investors, and compensate
the investors for the direct





Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

73 / 323

2020 ANNUAL REPORT

economic losses arising therefrom through amicable settlement between the third party and the investors and investor compensation fund according to the measurable economic losses directly suffered by investors, in the principle of simplified procedure, active negotiation, compensation in advance and guarantee of the interests of investors, especially small and medium investors. If the director, supervisor and senior management of the Company violate the above commitment, the director, supervisor and senior management will disclose this in the general shareholders’ meeting of the issuer and the disclosure media designated by China Securities Regulatory Commission and

74 / 323

2020 ANNUAL REPORT

apologize to the
shareholders of the issuer
and public investors for the
failure to fulfill the above
compensation measures;
besides, the director,
supervisor and senior
management will stop
receiving remuneration (or
allowance) and shareholder
dividends (if any) from the
issuer within 5 working days
from the date of breach of
the above commitments, and
meanwhile the issuer shares
held by them (if any) shall
not be transferred until
they take corresponding
compensation measures
according to the above
commitments and complete
such measures.




Others Company To ensure effective
utilization of funds raised
this time, effective
prevention against the risk
that immediate return will

Time of the
undertaking:
15 November
2017, period
of validity:


No		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

be diluted and improvement
of future ability to
generate returns, the
Company is proposed to
improve the quality of
assets, enhance operating
revenue, increase future
income and realize
sustainable development by
strengthening operation
management and internal
control, speeding up the
construction progress of
investment projects and
strengthening the return
mechanism of investors, so
as to fill the diluted
immediate return. The
Company undertakes to
continue improving the
measures for filling the
diluted immediate return in
accordance with follow-up
implementation rules issued
by China Securities
Regulatory Commission and
Shanghai Stock Exchange. If


15 November
2017 to long
term

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2020 ANNUAL REPORT

the Company violates the
aforesaid commitments, the
Company will announce the
facts and reasons of
violation in a timely
manner. Except for force
majeure or other reasons not
attributable to the Company,
it will apologize to the
shareholders and public
investors of the Company,
and make supplementary
commitment or alternative
commitment to the investors
for the purpose of
protecting the interests of
investors as much as
possible, and implement the
supplementary commitment or
alternative commitment upon
the deliberation and
approval by the general
shareholders’ meeting of
the Company.





Others Controlling
shareholders
and		 I, as the controlling
shareholder and beneficial
controller of the Company,		 Time of the
undertaking:
15 November
No		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

beneficial
controllers:
Hou Juncheng
and Fang Aiqin
make the following
undertakings to ensure the
practical implementation of
diluted immediate return
filling measures of the
Company: (1) In any case, I
undertake neither to act
beyond the authority of
controlling shareholder and
beneficial controller to
intervene in operating
management activities of the
Company, nor to
misappropriate interests of
the Company; (2) After China
Securities Regulatory
Commission and Shanghai
Stock Exchange issues
relevant opinions and
implementation rules on
diluted immediate return
filling measures and
commitment separately, if
the relevant provisions of
the Company and my
commitment are inconsistent
with such provisions, I






2017, period
of validity:
15 November
2017 to long
term

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2020 ANNUAL REPORT

undertake to issue a supplementary commitment in accordance with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange immediately, and actively urge the Company to make new commitments or measures to be in line with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange; (3) I undertake to fully, completely and timely implement the measures related to diluted immediate return filling of the Company and my commitment about diluted immediate return filling measures. If I violate these commitments and cause losses to the Company or shareholders, I am willing to: ① publicly

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2020 ANNUAL REPORT

explain the specific reasons
in the general
shareholders’ meeting and
the disclosure media
designated by China
Securities Regulatory
Commission and make an
apology; ② assume the
liability of indemnity to
the Company and/or
shareholders pursuant to
law; ③ unconditionally
accept the punishment or
relevant regulatory
measures made by China
Securities Regulatory
Commission and/or Shanghai
Stock Exchange and other
securities regulatory
institutions in accordance
with their relevant
regulations and rules. The
diluted immediate return
filling measures above do
not guarantee the future
profit of the Company.
Others Director and I, as the director and senior Time of the No Yes Not Not

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2020 ANNUAL REPORT

senior
management		 management of the Company,
make the following
undertakings to ensure the
practical implementation of
diluted immediate return
filling measures of the
Company: (1) I undertake
neither to transfer benefits
to other units or
individuals without
compensation or under unfair
conditions, nor to damage
the Company’s interests in
other ways; (2) I undertake
to strictly abide by the
budget management of the
Company, restrict my
position-related
consumption activities
within the scope necessary
for fulfilling my duty, and
strictly accept the
supervision and management
from the Company to avoid
waste or excessive
consumption; (3) I undertake
not to use the Company’s






undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term


applicable applicable

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2020 ANNUAL REPORT

assets for investment and consumption activities not related to execution of my duties; (4) I undertake to actively promote the improvement of remuneration system of the Company to better fit the requirements for filling the diluted immediate return, support that the remuneration system developed, revised and supplemented by the Board of Directors or the Compensation Committee of the Company are linked with execution of the Company’s diluted immediate return filling measures, and undertakes that the vesting conditions for the Company’s equity incentive to be released are linked with execution of the Company’s return filling measures; (5) After China Securities Regulatory

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2020 ANNUAL REPORT

Commission and Shanghai Stock Exchange issues relevant opinions and implementation rules on diluted immediate return filling measures and commitment separately, if the relevant provisions of the Company and my commitment are inconsistent with such provisions, I undertake to issue a supplementary commitment in accordance with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange immediately, and actively urge the Company to make new commitments or measures to be in line with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange; (6) I undertake to fully and

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2020 ANNUAL REPORT

completely implement the measures related to diluted immediate return filling of the Company and my commitment about diluted immediate return filling measures in a timely manner. If I violate these commitments and cause losses to the Company or shareholders, I am willing to: ① publicly explain the specific reasons in the general shareholders’ meeting and the disclosure media designated by China Securities Regulatory Commission and make an apology; ② assume the liability of indemnity to the Company and/or shareholders pursuant to law; ③ unconditionally accept the punishment or relevant regulatory measures made by China Securities Regulatory

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2020 ANNUAL REPORT

Commission and/or Shanghai
Stock Exchange and other
securities regulatory
institutions in accordance
with their relevant
regulations and rules. The
diluted immediate return
filling measures above do
not guarantee the future
profit of the issuer.
Address
competition
between
counterparts
Controlling
shareholders
and
beneficial
controllers:
Hou Juncheng
and Fang Aiqin
1. I do not and will not
directly or indirectly
engage in any activities
compete with the existing
and future business of Proya
Co., Ltd. and its holding
subsidiaries, including but
not limited to the R&D,
production and sale of any
products that are the same or
similar to those of Proya
Co., Ltd. and its holding
subsidiaries, and I am
willing to compensate Proya
Co., Ltd. for the economic
loss caused due to violation
of the above commitment; 2.





Time of the
undertaking:
15 November
2017, period
of validity:
15 November
2017 to long
term



No		 Yes Not
applicable
Not
applicable

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2020 ANNUAL REPORT

For enterprises under my control, I will fulfill the obligations under this commitment in these enterprises through the dispatched agencies and personnel (including but not limited to director and manager), and I am willing to compensate Proya Co., Ltd. for the economic loss caused due to violation of the above commitment; 3. From the date of signing this commitment letter, if Proya Co., Ltd. further expands its product and business scope, I and the enterprise under my control will not compete with the expanded product or business of Proya Co., Ltd.; in case of possible competition with the expanded product or business of Proya Co., Ltd., I and the enterprise under my control will withdraw from the competition with Proya

86 / 323

2020 ANNUAL REPORT

Co., Ltd. by the following ways: (1) stop producing competing or potentially competing products; (2) stop the operation of competing or potentially competing business; (3) incorporate competing business into Proya Co., Ltd. for operation; (4) transfer the competing business to unrelated third parties. 4. My shareholding corporations, i.e., Hangzhou Huazhuang Industrial Investment Co., Ltd., Huzhou Mogan Wangshu Cosmetics Industry Phase I Venture Capital Partnership (Limited Partnership) and its foreign investment enterprises, are not engaged in cosmetics business or upstream and downstream cosmetics business. If these are engaged in cosmetics business or upstream and

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2020 ANNUAL REPORT

downstream cosmetics
business in the future, I
undertake to withdraw the
investment in these
enterprises by means of
equity transfer, and give
priority to Proya Cosmetics
Co., Ltd. for choosing
whether to invest in the
event of compliance with the
law and with the consent of
other shareholders of these
enterprises.


Undertakings
related to
refinancing
Others		 Controlling
shareholders
and
beneficial
controllers:
Hou Juncheng
and Fang Aiqin
The following undertakings
are made in respect to
practical implementation of
immediate return filling
measures of the Company:
1. I undertake neither to act
beyond the authority to
intervene in operating
management activities of the
Company, nor to
misappropriate interests of
the Company;
2. From the issuance date of
this commitment to the




Time of the
undertaking:
12 October
2020, period
of validity:
12 October
2020 to long
term



No		 Yes Not
applicable
Not
applicable

88 / 323

2020 ANNUAL REPORT

completion of this public offering of A-share convertible corporate bonds, if China Securities Regulatory Commission makes other new regulatory provisions on the return filling measures and commitment, and the above commitment fails to meet the requirements of China Securities Regulatory Commission, I undertake to issue a supplementary commitment in accordance with the latest provisions of China Securities Regulatory Commission at that time; 3. I undertake to practically implement the Company’s return filling measures and fulfill any undertakings I make thereto in connection with return filling measures. In case of breach of my undertakings

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2020 ANNUAL REPORT

with losses to the Company or
investors, I hereby agree to
assume liability of
indemnity to the Company or
investors.
If I, as one of the
responsible subjects of
return filling measures,
violate the above commitment
or refuse to fulfill the
above commitment, I will
accept punishment or
relevant regulatory
measures in accordance with
the relevant regulations and
rules of China Securities
Regulatory Commission and
Shanghai Stock Exchange and
other securities regulatory
institutions.






Others Director and
senior
management		 The following undertakings
are made in respect to
practical implementation of
immediate return filling
measures of the Company:
1. I undertake neither to
transfer benefits to other
Time of the
undertaking:
12 October
2020, period
of validity:
12 October
2020 to long



No		 Yes Not
applicable
Not
applicable

90 / 323

2020 ANNUAL REPORT

units or individuals without
compensation or under unfair
conditions, nor to damage
the Company’s interests in
other ways;
2. I undertake to restrict my
position-related
consumption activities;
3. I undertake not to use the
Company’s assets for
investment and consumption
activities not related to
execution of my duties;
4. I undertake that the
remuneration system
developed by the Board of
Directors or the
Remuneration and Appraisal
Committee are linked with
execution of the Company’s
return filling measures;
5. If equity incentive is
carried out in the Company in
the future, I undertake that
the vesting conditions for
the Company’s equity
incentive to be released are








term

91 / 323

2020 ANNUAL REPORT

linked with execution of the Company’s return filling measures; 6. From the issuance date of this commitment to the completion of this public offering of A-share convertible corporate bonds of the Company, if China Securities Regulatory Commission makes other new regulatory provisions on the return filling measures and commitment, and the above commitment fails to meet the requirements of China Securities Regulatory Commission, I undertake to issue a supplementary commitment in accordance with the latest provisions of China Securities Regulatory Commission at that time. If I, as one of the responsible subjects of return filling measures,

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2020 ANNUAL REPORT

violate the above commitment or refuse to fulfill the above commitment, I will accept punishment or relevant regulatory measures in accordance with the relevant regulations and rules of China Securities Regulatory Commission and Shanghai Stock Exchange and other securities regulatory institutions.

93 / 323

2020 ANNUAL REPORT

  • (II) Where the Company has profit forecasts on assets or projects, and the Reporting Period was within the term of profit forecasts, the Company has to state whether such profit forecasts on assets or projects are fulfilled and the reasons therefor

□ Fulfilled□ Unfulfilled√ Not applicable

  • (III) Execution of the performance undertakings and impact on the goodwill impairment testing

□ Applicable√ Not applicable

III Occupation of funds and repayment of debts during the Reporting Period

  • Applicable√ Not applicable

  • IV Explanation of the Company on the “non-standard opinions audit report” from accounting firm

  • Applicable√ Not applicable

V Analysis and explanation from the Company on the reasons and impact of the change of accounting policies, accounting estimates or correction on significant accounting errors

  • (I) Analysis and explanation from the Company on the reasons and impact of the change of accounting policies or accounting estimates

√ Applicable□ Not applicable

Refer to “44. Changes in significant accounting policies and accounting estimates” in “V. Significant accounting policies and accounting estimates” of “Section XI Financial Report” herein.

  • (II) Analysis and explanation from the Company on the reasons and impact of the correction on significant accounting errors

□ Applicable√ Not applicable

(III) Communication with the previous accounting firm

□ Applicable√ Not applicable

(IV) Other particulars

□ Applicable√ Not applicable

VI Appointment and dismissal of the accounting firm

Unit: Yuan Currency: RMB Current accounting firm

94 / 323

2020 ANNUAL REPORT

Name of domestic accounting firm Name of domestic accounting firm Pan-China Certified Public Accountants LLP Pan-China Certified Public Accountants LLP
Remuneration of domestic accounting firm 1,200,000
Term of office of domestic accounting firm 10 years
Name Remuneration
Internal
control
audit
accounting firm
Pan-China
Certified
Public
Accountants LLP
200,000

Explanation on appointment and dismissal of the accounting firm

□ Applicable√ Not applicable

Explanation on the change of accounting firm during the auditing period

□ Applicable√ Not applicable

VII Risk of suspension of listing

（ I ） Causes of suspension of listing

□ Applicable√ Not applicable

（ II ） Measures to be taken by the Company

□ Applicable√ Not applicable

VIII Situation and causes for termination of listing

□ Applicable√ Not applicable

IX Matters related to bankruptcy and reorganization

□ Applicable√ Not applicable

X Material litigation and arbitration

□ The Company had material litigation and arbitration during the year

  • √ The Company did not have material litigation and arbitration during the year

XI Punishment and rectification to the listed Company, its directors, supervisors, senior management, controlling shareholders, beneficial controllers and acquirers

□ Applicable√ Not applicable

XII Explanation on credibility status of the Company, its controlling shareholders and beneficial controllers during the Reporting Period

√ Applicable□ Not applicable

The Company, its controlling shareholders and beneficial controllers held reliable creditability during the Reporting Period.

95 / 323

2020 ANNUAL REPORT

XIII Equity incentive plan, employee shareholding plan or other employee incentive measures of the Company and their impacts

  • （ I ） Incentive matters disclosed in temporary announcements and without further progress or change in subsequent implementation

  • √ Applicable□ Not applicable

Item Query index
Announcement on Adjusting the
Performance Evaluation
Indicators at the Company
Level in 2020 in the 2018
Restricted Share Incentive
Plan and Related Documents
Website of Shanghai Stock Exchange on 20 June 2020, China
Securities Journal, Shanghai Securities News,
Securities Times and Securities Daily
Announcement on Adjusting the
Repurchase Price of
Restricted Share Incentive
Plan in 2018
Website of Shanghai Stock Exchange website on 26 August
2020, China Securities Journal, Shanghai Securities
News, Securities Times and Securities Daily
Announcement on Repurchase
and Cancellation of Some
Restricted Shares for Equity
Incentive		 Website of Shanghai Stock Exchange website on 26 August
2020, China Securities Journal, Shanghai Securities
News, Securities Times and Securities Daily
Announcement on Capital
Reduction of Repurchase and
Cancellation of Some
Restricted Shares		 Website of Shanghai Stock Exchange website on 26 August
2020, China Securities Journal, Shanghai Securities
News, Securities Times and Securities Daily
Announcement on the
Implementation of Repurchase
and Cancellation of
Restricted Share for Equity
Incentive		 Website of Shanghai Stock Exchange website on 28 October
2020, China Securities Journal, Shanghai Securities
News, Securities Times and Securities Daily

（ II ） Incentive matters not disclosed in temporary announcements or with further progress

Equity incentive

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

Employee shareholding plan

□ Applicable√ Not applicable

Other incentive measures

□ Applicable√ Not applicable

96 / 323

2020 ANNUAL REPORT

XIV Major related transactions

  • （ I ） Related transactions in relation to daily operation

  • 1 Events disclosed in temporary announcements and without further progress or change in subsequent implementation

  • Applicable√ Not applicable

  • 2 Events disclosed in temporary announcements and with further progress or change in subsequent implementation

  • √ Applicable□ Not applicable

The 12th meeting of the second session of the Board of Directors and 2019 annual general meeting of the Company reviewed and passed the Proposal on Expected Daily Related Transaction Quota in 2019 on 31 March 2020 and 22 April 2020 respectively. Refer to the Announcement for Expected Daily Related Transaction Quota in 2020 disclosed by the Company on the website of Shanghai Stock Exchange on 2 April 2020 (announcement No.: 2020-019) for details. In 2020, the daily related transactions of the Company did not exceed the expected amount at the beginning of the year.

The expected and actual daily related transactions of 2020 are as follows:

Type of
related
transactions		 Related party Estimated amount in 2020
Actual amount in
2020
Related
party's bank
account
deposit		 Zhejiang Yueqing Rural
Commercial Bank
Company Limited
No more than RMB 150
million for daily maximum
limit
RMB 143,907,700
Particulars
on
related-party
leases		 Huzhou Meizhuang Town
Science and Technology
Incubation Park Co.,
Ltd.
RMB 1.8 million		 RMB 652,600

Note: The "actual amount in 2020” of Zhejiang Yueqing Rural Commercial Bank Company Limited is the account balance as at 31 December 2020. In 2020, the Company obtained deposit interest of RMB 5,939,700 from Zhejiang Yueqing Rural Commercial Bank Company Limited.

  • 3 Events not disclosed in temporary announcements

  • Applicable√ Not applicable

（II） Related transactions as a result of acquisition and disposal of assets or equity

  • 1 Events disclosed in temporary announcements and without further progress or change in subsequent implementation

  • Applicable√ Not applicable

97 / 323

2020 ANNUAL REPORT

  • 2 Events disclosed in temporary announcements and with further progress or change in subsequent implementation

  • Applicable√ Not applicable

  • 3 Events not disclosed in temporary announcements

  • Applicable√ Not applicable

  • 4 Disclosable performance achievements during the Reporting Period when involved with agreed-upon performance

□ Applicable√ Not applicable

（ III ） Major related transactions in joint external investment

  • 1 Events disclosed in temporary announcements and without further progress or change in subsequent implementation

  • Applicable√ Not applicable

  • 2 Events disclosed in temporary announcements and with further progress or change in subsequent implementation

  • Applicable√ Not applicable

  • 3 Events not disclosed in temporary announcements

  • Applicable√ Not applicable

（ IV ） Creditor’s rights and debts with related parties

  • 1、 Events disclosed in temporary announcements and without further progress or change in subsequent implementation

  • Applicable√ Not applicable

  • 2、 Events disclosed in temporary announcements and with further progress or change in subsequent implementation

□ Applicable√ Not applicable

  • 3、 Events not disclosed in temporary announcements

  • Applicable√ Not applicable

  • （ V ） Others

  • Applicable√ Not applicable

98 / 323

2020 ANNUAL REPORT

XV Material contracts and their performance

（ I ） Trusteeship, contracting and leasing matters

  • （II） Trusteeship

□ Applicable√ Not applicable

  • 1 Contracting

□ Applicable√ Not applicable

  • 2 Leasing

□ Applicable√ Not applicable

（ III ） Guarantees

  • √ Applicable□ Not applicable

Unit: RMB 00’000 Currency: RMB

√ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB		 √ Applicable□ Not applicable
Unit:RMB 00’000Currency: RMB
Company's external guarantees (excluding guarantees for subsidiaries)
Guar
anto
r		 Relati
onship
betwee
n the
guaran
tor and
the
listed
compan
y


Guara
nteed
Party

Amou
nt of
guar
ante
e
Date
of
guara
ntee
(agre
ement
signi
ng
date)

Star
ting
date

Matu
rity
date

Type
of
guar
ante
e
Whet
her
the
guar
ante
e has
been
perf
orme
d

Whet
her
the
guar
ante
e is
over
due
Over
due
amou
nt of
guar
ante
e
Whether
there is a
counter-g
uarantee

Wheth
er it
is
guara
nteed
by
the
relat
ed
party


Relate
d
relati
onship
Total amount of guarantee incurred
during the Reporting Period
(excluding guarantee for
subsidiaries)
0
Total balance of guarantee at the end
of the Reporting Period (A)
(excluding guarantees for
subsidiaries)
0
The guarantee of the Company and its subsidiaries for the subsidiaries
Total amount of guarantee for
subsidiaries during the Reporting
Period		 23,141.25
Total balance of guarantee for
subsidiaries at the end of the
Reporting Period (B)		 9,900
Total amount of the Company guarantee (including guarantee for subsidiaries)

99 / 323

2020 ANNUAL REPORT

Total amount of guarantee (A + B) 9,900
Proportion of total guarantee
amount to the Company’s net assets
(%)		 4.14
Where:
Amount of guarantee for
shareholders, beneficial
controllers and related parties
thereof (C)
Amount of debt guarantees directly
or indirectly provided for
guaranteed objects with
asset-liability ratio exceeding 70%
(D)
Total amount of guarantee exceeding
50% of the net assets (E)
Sum of the above three guarantees
(C+D+E)
Description on the possible joint
liability
for
satisfaction
of
unexpired guarantee
Description on guarantees

（ IV ） Entrusting others to manage cash assets

  1. Entrusted wealth management

  2. (1) Overall condition of entrusted wealth management

  3. √ Applicable□ Not applicable

Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB
Types Source of fund Amount
incurred		 Undue balance Overdue uncollected
amount
Bank wealth
management
products		 Self-owned
capital		 17,000
3,000
0
Trust wealth
management
products		 Self-owned
capital		 7,000
0
0

Others

□ Applicable√ Not applicable

100 / 323

2020 ANNUAL REPORT

(2) Individual entrusted wealth management

√ Applicable□ Not applicable

Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB
Tru
ste
e		 Typ
e of
ent
rus
ted
wea
lth
man
age
men
t
Amo
unt
of
ent
rus
ted
wea
lth
man
age
men
t		 Beg
inn
ing
dat
e of
ent
rus
ted
wea
lth
man
age
men
t
Term
inat
ion
date
of
entr
uste
d
weal
th
mana
geme
nt		 Sou
rce
of
fun
d		 U
s
a
g
e
o
f
f
u
n
d		 Met
hod
to
det
erm
ine
ret
urn		 Ann
ual
ize
d
rat
e of
ret
urn
Exp
ect
ed
ret
urn
(if
any
)		 Act
ual
gai
ns
or
los
ses		 Act
ual
rec
ove
ry		 Whe
the
r it
has
gon
e
thr
oug
h a
leg
al
pro
ced
ure
or
not
Whe
the
r
the
re
is a
fut
ure
ent
rus
ted
wea
lth
man
age
men
t
pla
n or
not

Amo
unt
of
pro
vis
ion
for
the
imp
air
men
t
(if
any
)
Chi
na
Mer
cha
nts
Ban
k
Xix
ing
Bra
nch		 Pri
nci
pal
gua
ran
tee
d
wit
h
flo
ati
ng
ret
urn
s		 14,
000
201
9/9
/3		 2020
/3/3		 Sel
f-o
wne
d
cap
ita
l		 1.5
5%
or
2.6
9%
or
2.8
9%


187
.78		 Rec
ove
red		 Yes No

Others

□ Applicable√ Not applicable

101 / 323

2020 ANNUAL REPORT

(3) Provision for the impairment of entrusted wealth management

□ Applicable√ Not applicable

2. Entrusted loans

  • (1) Overall condition of entrusted loans

□ Applicable√ Not applicable

Others

□ Applicable√ Not applicable

(2) Individual entrusted loans

□ Applicable√ Not applicable

Others

□ Applicable√ Not applicable

(3) Provision for the impairment of entrusted loans

□ Applicable√ Not applicable

3. Others

□ Applicable√ Not applicable

（ V ） Other material contracts

□ Applicable√ Not applicable

XVI Explanation on other material matters

□ Applicable√ Not applicable

XVII Active fulfillment of social responsibilities

（ I ） Poverty alleviation by the listed company

□ Applicable√ Not applicable

（ II ） Overview of social responsibility

√ Applicable□ Not applicable

See Sustainable Development Report of Proya Cosmetics Co., Ltd. 2020 on the website of Shanghai Stock Exchange (www.sse.com.cn) disclosed on the same day

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（ III ） Environmental information

  1. Explanation on environmental protection of the company and its major subsidiaries falling into the category of key pollutant discharging units designated by the environmental protection authorities

□ Applicable√ Not applicable

  1. Explanation on environmental protection of companies other than key pollutant discharging units

√ Applicable□ Not applicable

  1. During the Reporting Period, the wastewater discharge was guaranteed to meet Class A standard by packing replacement in cooling tower, cleaning of boiler furnace, overall assessment of monthly production schedule, reduction of wire and boiler change, decrease of wastewater discharge, and 24h online monitoring of COD content in the treated water. 2. The concept of resource-saving and environment-friendly green factory was continued during the Reporting Period. The wastewater discharge at the production base was guaranteed to meet Class A standard by new investment of 120t water storage tank, premature cooling of process cooling water by peak-valley electricity, improvement of manufacturing efficiency, reduction of energy consumption input; addition of 4t ultra-low nitrogen gas fired boiler, active support of “ actions on new standards for NOx atmospheric emission from boilers ” issued by the Department of Environmental Protection, improvement of ambient air quality; intelligent evaluation of monthly production schedule by scheduling software, and decrease of wastewater discharge; and 24h online monitoring of COD content in the treated water.

  2. Each department continued to perform the garbage sorting, pure water filtration and recycling of bottle washer, and rationalization proposals on energy conservation and consumption reduction. While providing customers with high-quality products and services, the factory has been committed to protecting the natural environment and sparing no effort to build a resource-saving and environment-friendly green factory.

  3. Explanation on environment information of companies other than key pollutant discharging units not disclosed

□ Applicable√ Not applicable

  1. Explanation on further progress or changes of environmental information disclosed during the Reporting Period

□ Applicable√ Not applicable

（ IV ） Other particulars

□ Applicable√ Not applicable

XVIII Convertible corporate bonds

□ Applicable√ Not applicable

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Section VI Changes in Ordinary Shares and Shareholders

I Changes in share capital of ordinary shares

  • （ I ） Changes in ordinary shares

  • 1 Changes in ordinary shares

Unit: 0’000 shares

Before the
change		 Before the
change		 Increase/decrease of the change (+, -) Increase/decrease of the change (+, -) Increase/decrease of the change (+, -) Increase/decrease of the change (+, -) Increase/decrease of the change (+, -) After the
change		 After the
change
Numbe
r		 Percent
age
(%)		 Issue
of
new
share
s		 Bon
us
sha
res		 Capita
l
reserv
e-conv
erted
shares		 Others Sub-total Numbe
r		 Percent
age
(%)
I.
Restricted
shares		 13,917
.7760		 69.149
9		 -13,843
.0335		 -13,843.
0335		 74.742
5
0.3716
1.
State-owned
shares
2. Shares
held by
state-owned
legal
person
3. Other
domestic
shares		 13,917
.7760		 69.149
9		 -13,843
.0335		 -13,843.
0335		 74.742
5
0.3716
Where:
Shares held
by domestic
non-state-o
wned legal
person
Share
s held by
domestic
natural
person		 13,917
.7760		 69.149
9		 -13,843
.0335		 -13,843.
0335		 74.742
5
0.3716
4. Overseas

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2020 ANNUAL REPORT

shares
Where:
Shares held
by overseas
legal
person
Share
s held by
overseas
natural
person
II.
Non-restric
ted
circulating
shares		 6,209.
18		 30.850
1		 +13,827
.7700		 +13,827.
7700		 20,036
.9500
99.628
4
1. Ordinary
RMB shares		 6,209.
18		 30.850
1		 +13,827
.7700		 +13,827.
7700		 20,036
.9500
99.628
4
2.
Domesticall
y listed
foreign
shares
3. Overseas
listed
foreign
shares
4. Others
III. Total
ordinary
shares		 20,126
.9560		 100.00 -15.263
5		 -15.2635 20,111
.6925
100.00

2 Explanation on changes in ordinary shares

√ Applicable□ Not applicable

On 30 December 2019, the 10th meeting of the second session of the Board of Directors and the 10th meeting of the second session of the Board of Supervisors of the Company reviewed and passed the Proposal on Achievements of Lifting Selling Restrictions in the First Selling Restrictions Lifting Date for the First Grant and Reserved Grant of Restricted Share Incentive Plan in 2018, and agreed to handle the matters about lifting the selling restrictions in a unified form for the incentive objects in line with the conditions for lifting selling restrictions, totaling 369,500 restricted shares lifted. The listing and circulation date of such lifted shares is 6 January 2020. The non-restricted circulating shares of the Company increased from 62,091,800 shares before

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2020 ANNUAL REPORT

this listing to 62,461,300 shares; the restricted circulating shares decreased from 139,177,760 shares before this listing to 138,808,260 shares.

On 30 October 2020, the Company received the Certificate of Securities Change Registration issued by Shanghai Branch of China Securities Depository and Clearing Corporation Limited, and completed the repurchase and cancellation of 152,635 restricted shares that were authorized but not yet unlocked of incentive objects not meeting the incentive conditions. The total non-restricted shares of the Company decreased from 201,269,560 shares before this repurchase to 201,116,925 shares, in which the non-restricted circulating shares are 62,461,300 shares and the restricted circulating shares are 138,655,625 shares.

The Company carried out initial public offering of some restricted shares on 16 November 2020, and the number of restricted shares for listing and circulation is 137,908,200 shares this time. The total shares of the Company remains unchanged, in which the non-restricted circulating shares increased from 62,461,300 shares before this listing to 200,369,500 share; the restricted circulating shares decreased from 138,655,625 shares before this listing to 747,425 shares.

3 Impact of changes in ordinary shares on the earnings per share, net asset value per share and other financial indicators in the last year and period (if any)

□ Applicable√ Not applicable

4 Other contents that the Company deems necessary and the securities regulatory authorities require disclosing

□ Applicable√ Not applicable

  • （ II ） Changes in restricted shares

  • √ Applicable□ Not applicable

Unit: Share

Unit: Share
Name of
sharehol
der		 Number of
restricted
shares at
the
beginning
of the year
Number of
restricted
shares
removed
during the
year		 Increase
in number
of
restrict
ed shares
during
the year


Number of
restrict
ed shares
at the
end of
the year


Reason for
selling
restrictions
Date of
removal of
selling
restrictio
ns
Hou
Juncheng		 72,640,500
72,640,500
0
0		 Initial
public
offering		 16
November
2020
Fang
Yuyou		 48,858,000
48,858,000
0
0		 Initial
public
offering		 16
November
2020
Li
Xiaolin		 7,589,400
7,589,400
0
0		 Initial
public
offering		 16
November
2020

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2020 ANNUAL REPORT

Xu
Junqing		 7,419,900 7,419,900
0		 0 Initial
public
offering		 16
November
2020
Fang
Aifen		 390,900 390,900
0		 0 Initial
public
offering		 16
November
2020
Ye Caifu 216,300 216,300
0		 0 Initial
public
offering		 16
November
2020
Li
Jianqing		 199,050 199,050
0		 0 Initial
public
offering		 16
November
2020
Chen
Dongfang		 183,300 183,300
0		 0 Initial
public
offering		 16
November
2020
Li
Wenqing		 159,150 159,150
0		 0 Initial
public
offering		 16
November
2020
Xu
Dongkui		 68,100 68,100
0		 0 Initial
public
offering		 16
November
2020
Bao
Qingfang		 65,400 65,400
0		 0 Initial
public
offering		 16
November
2020
Fang
Jiaqin		 49,950 49,950
0		 0 Initial
public
offering		 16
November
2020
Fang
Shanming		 49,950 49,950
0		 0 Initial
public
offering		 16
November
2020
Ye Hong 18,300 18,300
0		 0 Initial
public
offering		 16
November
2020
Jin
Yanhua		 97,481 28,671
0		 68,810 First
grant
of
the
restricted
share
incentive
plan in 2018		 -
Zhang
Yefeng		 47,770 13,750
0		 34,020 First
grant
of
the
restricted
share
incentive		 -

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2020 ANNUAL REPORT

plan in 2018
Wang Li 58,900
17,670
0
41,230		 First
grant
of
the
restricted
share
incentive
plan in 2018

-
25
grantees
(first
grant of
the
restrict
ed share
incentiv
e plan in
2018)


865,023
254,063
-149,315
461,645		 First
grant
of
the
restricted
share
incentive
plan in 2018

-
10
grantees
(reserve
d grant
of
the
restrict
ed share
incentiv
e plan in
2018)



200,386
55,346
-3,320
141,720		 Reserved
grant of the
restricted
share
incentive
plan in 2018
-
Total 139,177,760 138,277,700
-152,635
747,425
/		 /

Note: The negative “increase in number of restricted shares during the year” is due to the repurchase of restricted shares for equity incentive.

II Issuance and listing of securities

（ I ） Issuance of securities as at the Reporting Period

□ Applicable√ Not applicable

Explanation on issuance of securities as at the Reporting Period (please provide separate explanation on the bonds with different interest rates during their duration):

□ Applicable√ Not applicable

（ II ） Changes in the total number of ordinary shares and shareholder structure of the Company and changes in the structure of assets and liabilities of the Company

√ Applicable□ Not applicable

The total number of ordinary shares of the Company was 201,269,560 at the beginning of the Reporting Period and 201,116,925 at the end of the Reporting Period.

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2020 ANNUAL REPORT

At the beginning of the Reporting Period, the total assets were RMB 2,979,365,076.82, total liabilities were RMB 909,307,033.25, and the asset-liability ratio was 30.52%. At the end of the Reporting Period, the total assets were RMB 3,636,882,185.29, total liabilities were RMB 1,155,019,919.16, and the asset-liability ratio was 31.76%.

（ III ） Existing internal employee shares

□ Applicable√ Not applicable

III Shareholders and beneficial controllers

（ I ） Total number of shareholders

（I）
Total number of shareholders
Total number of shareholders of ordinary shares as at the
end of the Reporting Period
16,869
Total number of shareholders of ordinary shares at the end
of last month prior to the disclosure date of this annual
report

20,423
Total number of shareholders of preferred shares whose
voting rights have been restored as at the end of the
Reporting Period

0
Total number of shareholders of preferred shares whose
voting rights have been restored at the end of last month
prior to the disclosure date of this annual report

0
  • （ II ） Table of shareholdings of the top ten shareholders and the top ten shareholders of shares in circulation (or shareholders not subject to selling restrictions) as at the end of the Reporting Period

Unit: Share

Shareholdings of the top ten shareholders Shareholdings of the top ten shareholders Shareholdings of the top ten shareholders Shareholdings of the top ten shareholders Shareholdings of the top ten shareholders Shareholdings of the top ten shareholders
Name of
shareholder
(full name)		 Change
during the
Reporting
Period		 Number of
shares
held as at
the end of
the period		 Percen
tage
(%)		 Number of
shares
held
subject
to
selling
restrict
ions
Pledged or frozen
Nature of
sharehol
der
Shar
e
stat
us		 Number
Hou
Juncheng		 72,640,500
36.12
0		 None Domestic
natural
person
Fang Yuyou -4,038,882 44,819,118
22.29
0		 Pled
ge		 23,120,000
Domestic
natural
person

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2020 ANNUAL REPORT

Hong Kong
Securities
Clearing
Company
Limited		 16,309,444 16,759,683
8.33
0		 None Others
Li Xiaolin -1,345,178 6,244,222
3.10
0		 None Domestic
natural
person
Xu Junqing -1,476,099 5,943,801
2.96
0		 None Domestic
natural
person
Cao
Liangguo		 -1,373,912 4,124,938
2.05
0		 None Domestic
natural
person
China
Constructio
n Bank
Corporation
- Yinhua
Fuyu Theme
Hybrid
Securities
Investment
Fund（中国建
设银行股份
有限公司－
银华富裕主
题混合型证
券投资基金）
1,209,437		 3,649,293
1.81
0		 None Others

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2020 ANNUAL REPORT

Industrial
and
Commercial
Bank of
China
Limited-Inv
esco Great
Wall
Emerging
Mature and
Hybrid
Equity
Investment
Funds（中国
工商银行股
份有限公司
－景顺长城
新兴成长混
合型证券投
资基金）		 2,499,766 2,499,766 1.24 1.24 0 None None Others
China Citic
Bank
Corporation
Limited -
China
ABC-CA
Strategy
Selected
Hybrid
Securities
Investment
Fund（中信银
行股份有限
公司－农银
汇理策略精
选混合型证
券投资基金）		 221,096 1,028,941 0.51 0 None Others
Abu Dhabi
Investment
Authority		 -142,311 997,598 0.50 0 None Others
Shareholdings of the top ten shareholders of non-restricted circulating shares
Name of shareholder Number of Type and number of shares

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2020 ANNUAL REPORT

non-restricted
circulating
shares held		 Type Number
Hou Juncheng 72,640,500 Ordinary RMB
Shares		 72,640,500
Fang Yuyou 44,819,118 Ordinary RMB
Shares		 44,819,118
Hong Kong Securities Clearing Company
Limited		 16,759,683 Ordinary RMB
Shares		 16,759,683
Li Xiaolin 6,244,222 Ordinary RMB
Shares		 6,244,222
Xu Junqing 5,943,801 Ordinary RMB
Shares		 5,943,801
Cao Liangguo 4,124,938 Ordinary RMB
Shares		 4,124,938
China Construction Bank Corporation -
Yinhua Fuyu Theme Hybrid Securities
Investment Fund（中国建设银行股份有限公
司－银华富裕主题混合型证券投资基金）		 3,649,293 Ordinary RMB
Shares		 3,649,293
Industrial and Commercial Bank of China
Limited-Invesco Great Wall Emerging
Mature and Hybrid Equity Investment Funds
（中国工商银行股份有限公司－景顺长城新
兴成长混合型证券投资基金）		 2,499,766 Ordinary RMB
Shares		 2,499,766
China Citic Bank Corporation Limited -
China ABC-CA Strategy Selected Hybrid
Securities Investment Fund（中信银行股份
有限公司－农银汇理策略精选混合型证券投
资基金）		 1,028,941 Ordinary RMB
Shares		 1,028,941
Abu Dhabi Investment Authority 997,598 Ordinary RMB
Shares		 997,598
Explanation on the related relationship
or parties acting in concert among the
above shareholders		 Fang Yuyou is the younger brother of Hou
Juncheng's spouse Fang Aiqin, so Hou Juncheng
and Fang Yuyou are related.
Explanation on the preference
shareholders with voting rights restored
and their shareholdings		 None

Shareholdings of the top ten shareholders subject to trading moratorium and the condition of trading moratorium

√ Applicable□ Not applicable

Unit: Share

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2020 ANNUAL REPORT

Numb
er		 Name of restricted
shareholder		 Number of
restricted
shares		 Listed transactions of
restricted shares		 Listed transactions of
restricted shares		 Selling
restrict
ions
Trading
time
availabl
e for
listing		 Number of new
tradable
shares
1 Equity incentive object 747,425 See
“note”
for
details
Explanation on the related
relationship or parties acting in
concert among the above
shareholders		 None

Note: The restricted shares held by the equity incentive object is those from the first grant and reserved grant of restricted share incentive plan of the Company in 2018. The restricted period of first-grant shares is 24 months and 36 months from the completion of the registration of first-grant restricted share in Shanghai Branch of China Securities Depository and Clearing Corporation Limited (10 September 2018); the restricted period of reserved-grant shares is 25 months and 37 months from the completion of the registration of reserved-grant restricted share in Shanghai Branch of China Securities Depository and Clearing Corporation Limited (10 September 2018).

（ III ） Strategic investors or general legal persons becoming the top ten shareholders because of placing of new shares

□ Applicable√ Not applicable

IV Controlling shareholders and beneficial controllers

（ I ） Controlling shareholder

  • 1 Legal person

  • Applicable√ Not applicable

  • 2 Natural person

  • √ Applicable□ Not applicable

√ Applicable□ Not applicable
Name Hou Juncheng, Fang Aiqin
Nationality China
Acquire right of residence in
other countries or regions or
not

No
Main job and title Hou Juncheng and Fang Aiqin are husband and wife. Hou
Juncheng was the Chairman of the Company, and Fang Aiqin
was the Senior Purchasing Consultant of the Company.

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2020 ANNUAL REPORT

  • 3 Special explanation on the Company not having controlling shareholders

  • Applicable√ Not applicable

  • 4 Index and date of changes in controlling shareholders during the Reporting Period

  • Applicable√ Not applicable

  • 5 Diagram of the ownership and controlling relationship between the Company and its controlling shareholders

  • √ Applicable□ Not applicable

==> picture [188 x 174] intentionally omitted <==

夫妇 Couple
侯军呈 Hou Juncheng
方爱琴 Fang Aiqin
潍坊正益 Weifang Zhengyi
珀莱雅化妆品股份有限公司 Proya Cosmetics Co., Ltd.

Note: The shareholding ratio in the above diagram is the data as at the end of the Reporting Period.

（ II ） Beneficial controllers

  • 1 Legal person

  • Applicable√ Not applicable

  • 2 Natural person

  • √ Applicable□ Not applicable

√ Applicable□ Not applicable
Name Hou Juncheng, Fang Aiqin
Nationality China
Acquire right of residence in
other countries or regions or
not

No
Main job and title Hou Juncheng and Fang Aiqin are husband and wife. Hou
Juncheng was the Chairman of the Company, and Fang Aiqin

114 / 323

2020 ANNUAL REPORT

was the Senior Purchasing Consultant of the Company.
Shareholdings in other domestic
or overseas listed companies
over the past 10 years

None

  • 3 Special explanation on the Company not having beneficial controllers

  • Applicable√ Not applicable

  • 4 Index and date of changes in beneficial controllers during the Reporting Period

  • Applicable√ Not applicable

  • 5 Diagram of the ownership and controlling relationship between the Company and its beneficial controllers

  • √ Applicable□ Not applicable

==> picture [188 x 174] intentionally omitted <==

夫妇 Couple
侯军呈 Hou Juncheng
方爱琴 Fang Aiqin
潍坊正益 Weifang Zhengyi
珀莱雅化妆品股份有限公司 Proya Cosmetics Co., Ltd.

Note: The shareholding ratio in the above diagram is the data as at the end of the Reporting Period.

  • 6 Control of the Company by beneficial controllers by way of trust or other means of asset management

  • Applicable√ Not applicable

（ III ） Other explanation regarding the controlling shareholders and the beneficial controllers

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

  • V Other legal person shareholders with more than 10% shareholdings

  • Applicable√ Not applicable

  • VI Explanation on limitation on reduction of shareholding

  • Applicable√ Not applicable

Section VII Preferred Shares

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

Section VIII Directors, Supervisors, Senior Management and Employees

I Shareholding change and remuneration

（ I ） Shareholding change and remuneration of directors, supervisors and senior management currently employed and retired during the Reporting Period √ Applicable□ Not applicable

Unit: Share

Name Position
(note)		 Gend
er		 Age From To Number of
shares held
at the
beginning
of the year		 Number of
shares held
at the end
of the year		 Change in
share of
the year		 Reasons
for
change		 Total pre-tax
remuneration
from the
Company during
the Reporting
Period (RMB
0’000)		 Whether
to get
remunera
tion
from
related
parties
of the
Company
Hou
Junchen
g		 Chairman Male 57 2015.7.30 2021.9.2 72,640,500
72,640,500
0		 162.51 No
Fang
Yuyou		 Director,
General
Manager		 Male 52 2015.7.30 2021.9.2 48,858,000
44,819,118		 -4,038,882 Decrease
in
sharehol
ding due
to
personal
capital
needs
162.51		 No
Cao
Lianggu
o		 Director,
Deputy
General
Manager		 Male 49 2015.7.30 2021.9.2 5,498,850
4,124,938		 -1,373,912 Decrease
in
sharehol
ding due
to
125.61		 No

117 / 323

2020 ANNUAL REPORT

personal
capital
needs
Chu
Xiuqi		 Independent
Director		 Male 57 2015.7.30 2021.9.2 0
0
0		 9.52 No
Chen
Yan		 Independent
Director		 Male 49 2017.8.1 2021.9.2 0
0
0		 9.52 No
Ye Nana Chairman of
the Board of
Supervisors

Fema
le		 37 2018.9.3 2021.9.2 0
0
0		 21.21 No
Fang
Qin		 Supervisor Fema
le		 31 2018.5.8 2021.9.2 0
0
0		 21.26 No
Hou
Luting		 Supervisor Fema
le		 32 2018.5.2 2021.9.2 0
0
0		 17.66 No
Jin
Yanhua		 Deputy
General
Manager		 Male 59 2018.4.16 2021.9.2 97,481
73,181
-24,300		 Decrease
in
sharehol
ding due
to
personal
capital
needs
62.31		 No
Wang Li Financial
Leader		 Fema
le		 43 2018.9.3 2021.9.2 58,900
44,200
-14,700		 Decrease
in
sharehol
ding due
to
personal
capital
needs
82.77		 No
Zhang
Yefeng		 Deputy
General		 Fema
le		 46 2015.7.30 2021.9.2 47,770
35,870
-11,900		 Decrease
in		 59.99 No

118 / 323

2020 ANNUAL REPORT

Manager,
Board
Secretary		 sharehol
ding due
to
personal
capital
needs
Total / / / / / 127,201,501 121,737,807 -5,463,694
/		 734.87
/
Name Main workingexperience
Hou
Juncheng
Hou Juncheng worked in Yiwu Liaoyuan Daily Chemical Co., Ltd., Hangzhou Proya Cosmetics Co., Ltd. and Hangzhou Proya Holding
Co., Ltd. Since 2007, Hou Juncheng has been working in the Company and its predecessor. He has served as the Executive Director
of the Company since September 2007, and Chairman of the Company and its predecessor since August 2012. As at the end of the
Reporting Period, Hou Juncheng concurrently served as Executive Director and General Manager of Hangzhou Proya Trade Co., Ltd.,
Executive Director of Zhejiang Meiligu Electronic Commerce Co., Ltd., Executive Director of Huzhou Chuangdai E-commerce Co.,
Ltd., Executive Director of Yueqing Laiya Trading Co., Ltd., Internal Director and Representative Director of Hanna Cosmetics
Co., Ltd., Korea, Executive Director and General Manager of Hapsode (Hangzhou) Cosmetics Co., Ltd., Executive Director and General
Manager of Huzhou Hapsode, Executive Director and General Manager of Danyang Hapsode, Executive Director and General Manager
of Mijing Siyu (Hangzhou) Cosmetics Co., Ltd., Chairman and General Manager of Hangzhou Kunyi Industrial Co., Ltd., Chairman
of Cosmetics Industry (Huzhou) Investment Development Co., Ltd., Executive Director and General Manager of Huzhou Meizhuang
Town Science and Technology Incubation Park Co., Ltd., Chairman of Huzhou Younimi Cosmetics Co., Ltd., and Director of Xinjiang
Huanyu New Silk Road Investment Development Co.,Ltd.
Fang
Yuyou		 Fang Yuyou worked in Shijiazhuang Liaoyuan Cosmetics Co., Ltd., Hangzhou Proya Cosmetics Co., Ltd. and Hangzhou Proya Holding
Co., Ltd. Since 2007, Fang Yuyou has been working in the Company and its predecessor. Fang Yuyou has served as the Director
and General Manager of the Company and its predecessor since August 2012. As at the end of the Reporting Period, Fang Yuyou
concurrently served as General Manager of Zhejiang Meiligu Electronic Commerce Co., Ltd., General Manager of Yueqing Laiya Trading
Co., Ltd., Internal Director of Hanna Cosmetics Co., Ltd., Korea, Director of Hangzhou Kunyi Industrial Co., Ltd., Director
of Hangzhou Tairentang Biotechnology Co., Ltd., Executive Director and Manager of Hangzhou Fangxiake Investment Co., Ltd.,
Director of Huzhou Younimi Cosmetics Co.,Ltd. and Director of HongKongXinghuo IndustryLimited.
Cao Cao Liangguo worked in Leshan Chengbei Electric Appliance Factory,Hainan International United Cosmetics Co.,Ltd.,Chongqing

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2020 ANNUAL REPORT

Liangguo Xielida Cosmetics Co., Ltd., Chongqing Dongyin Technology Industry Co., Ltd., Hangzhou Proya Cosmetics Co., Ltd. and Hangzhou
Proya Holding Co., Ltd. Since 2007, Cao Liangguo has been working in the Company and its predecessor. Cao Liangguo has served
as the Director and Deputy General Manager of the Company and its predecessor since August 2012. As at the end of the Reporting
Period, he concurrently serves as Supervisor of Hanna Cosmetics Co., Ltd., Korea, Director of Hangzhou Kunyi Industrial Co.,
Ltd., Director of Hangzhou Tairentang Biotechnology Co., Ltd., Internal Director and General Manager of Hapsode Co., Ltd., Korea,
Director of Huzhou Younimi Cosmetics Co., Ltd., Director of HONGKONG KESHI TRADING LIMITED, Director of Ningbo Keshi Trading
Limited, Director of Hong Kong Zhongwen Electronic Commerce Co., Limited, Director of Hong Kong Wanyan Electronic Commerce Co.,
Limited,and Director ofJapanOR.
Chu
Xiuqi		 Chu Xiuqi once served as Deputy Director of the Department Store Bureau of the Ministry of Commerce of the People's Republic
of China, Deputy General Manager of China National General Merchandise and Textile CO., Ltd., and Executive Vice President and
Secretary General of China Commerce Association for General Merchandise. As at the end of the Reporting Period, Chu Xiuqi
concurrently served as Honorary President of China Commerce Association for General Merchandise, Vice Chairman of China Sporting
Goods Federation, President of Trade Fair Economy Magazine, Vice Chairman of Reed Huabai Exhibitions (Beijing) Co., Ltd.,
Independent Director of Tianjin Yishang Friendly Co., Ltd., Independent Director of Zhejiang Aokang Shoes Co., Ltd. and
Independent Director of Proya Cosmetics Co.,Ltd.
Chen Yan Chen Yan once served as Accountant of Huzhou Textile Import and Export Co., Ltd., Project Director of Zhejiang Omex Environmental
Engineering Co., Ltd., Vice Chairman, Chief Financial Officer and Board Secretary and Deputy General Manager of Zhejiang Unifull
Industrial Fibre Co., Ltd, and Investment Director of Huzhou Youchuang Investment Management Partnership (Limited Partnership).
As at the end of the Reporting Period, Chen Yan concurrently served as Executive Partner of Huzhou Haoyu Investment Management
Partnership (Limited Partnership), Executive Partner of Huzhou Haorui Enterprise Management Consulting Partnership (Limited
Partnership), Executive Partner of Huzhou Juzhi Equity Investment Partnership (Limited Partnership), Supervisor of Hangzhou
Quanzhimai Electronic Commerce Co., Ltd., Supervisor of Huzhou Jingrui Human Resources Management Co., Ltd., Supervisor of
Shanghai Beikebo Technology Co., Ltd., Executive Director and General Manager of Huzhou Shengshun Trading Co., Ltd., and
Independent Director of Proya Cosmetics Co.,Ltd.
Ye Nana Ye Nana worked in Zhejiang Dahua Technology Co., Ltd. and Hangzhou Gankun Industrial Co., Ltd. From 2010 to the end of the Reporting
Period, Ye Nana served as Senior Administrative Manager in the Company and its predecessor, and has served as Supervisor of
Huzhou Younimi Cosmetics Co.,Ltd. since March 2019.
Fang Qin From November 2008 to January 2018, Fang Qin served as Head of the Planning Department of the Company and its predecessor, and
fromJanuary2018 to the end of the ReportingPeriod,Fang Qin served as PlanningStrategyManager of the Company.
Hou
Luting		 From July 2013 to January 2014, Hou Luting served as Expatriate Financial Specialist in Zhonghui Certified Public Accountants,
and from February 2014 to June 2017, Hou Luting served as Packaging Material Purchasing Specialist in the Purchasing Department
of the Company;fromJune 2017 to October 2019,Hou Lutingserved as Raw Material PurchasingSpecialist in the PurchasingDepartment

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of the Company; since October 2019, Hou Luting has served as Raw Material Evaluation Engineer in the Price Evaluation Department
of the Company.
Jin
Yanhua		 Jin Yanhua worked in Zhejiang Sanmen Chemical Fertilizer Plant, Zhejiang InBev Yandance Beer Co., Ltd., Zhejiang InBev Jinhua
Beer Co., Ltd., Hangzhou Proya Cosmetics Co., Ltd. and Hangzhou Proya Holding Co., Ltd. From 2007 to August 2012, Jin Yanhua
served as General Manager of Huzhou Factory of the Company and its predecessor. Since August 2012, Jin Yanhua has served the
General Manager of Supply Chain Management Center of the Company; since April 2018, Jin Yanhua has served as Deputy General
Manager of the Company. As at the end of the Reporting Period, Jin Yanhua concurrently served as Executive Director of Anya
(Huzhou) Cosmetics Co., Ltd., Executive Director of Huzhou UZERO Trading Co., Ltd., Manager of Huzhou Chuangdai E-commerce Co.,
Ltd., Executive Director and General Manager of Hangzhou Proya Commercial Management Co., Ltd., Executive Director and General
Manager of Huzhou Niuke Technology Co., Ltd., Executive Director and General Manager of Huzhou Tizhi Cosmetics Co., Ltd., Director
of Hong Kong Wanyan Electronic Commerce Co., Limited, Executive Director and General Manager of Hangzhou Wanyan Culture Media
Co., Ltd., Executive Director and General Manager of Zhejiang Biyouti Cosmetics Co., Ltd., Director of Hong Kong Zhongwen
Electronic Commerce Co., Limited, Chairman of Shanghai Zhongwen Electronic Commerce Co., Ltd., Executive Director and General
Manager of Ningbo Proya Enterprise Consulting Management Co., Ltd., Chairman of HONGKONG KESHI TRADING LIMITED, Chairman of
Ningbo Keshi Trading Limited, Chairman of Ningbo TIMAGE Cosmetics Co., Ltd., Director of Ningbo Segu Brand Management Co., Ltd.
and Executive Partner of Weifang Zhengyi. In addition, Jin Yanhua served as Executive Director of Zhejiang Qingya Culture Art
Communication Co., Ltd., Executive Director of Hangzhou Proya Snail Fitness Co., Ltd., Executive Director and General Manager
of Hangzhou Yizhuo Culture Media Co., Ltd., Executive Director and General Manager of Hangzhou Weiluoke Cosmetics Co., Ltd.,
Executive Director and General Manager of Hangzhou Oumisi Trading Co., Ltd., Director of Japan OR, Executive Director and General
Manager of Guangzhou Qianxi Network Technology Co., Ltd., Director of Ningbo Xiyou Mutual Entertainment Cultural Media Co.,
Ltd., Director of Shanghai Healthlong Biochemical Technology Co., Ltd., Executive Director and General Manager of Huzhou Poyun
Electronic Commerce Co., Ltd., Executive Director of Xuzhou Proya Information Technology Co., Ltd., Director of Shanghai Weiman
Cosmetics Co.,Ltd.,and Executive Director and General Manager of Ningbo Weiman Cosmetics Co.,Ltd.
Wang Li Wang Li worked in Nanjing Branch of Guangzhou Yingtai Digital Power Technology Co., Ltd., CELLSTAR of the United States, Nanjing
Branch of Shanghai Ruili Sports Co., Ltd., Nanjing Biancheng Sports Co., Ltd., Vgrass Fashion Co., Ltd., Zhuoshang Clothing
(Hangzhou) Co., Ltd. and Nanjing Rituo Photovoltaic Co., Ltd. Since May 2018, Wang Li has served the Chief Financial Officer
of the Company.
Zhang
Yefeng		 Zhang Yefeng worked in Zhejiang Modern Industry and Trade Group Co., Ltd., Guangdong Robust Group Co., Ltd., Hangzhou Aupu Electric
Appliance Co., Ltd., Hangzhou Proya Cosmetics Co., Ltd. and Hangzhou Proya Holding Co., Ltd. Since 2007, Zhang Yefeng has been
working in the Company and its predecessor; since August 2012, Zhang Yefeng has served as the Board Secretary and Director of
Public Relations Management Department of the Company and its predecessor; since December 2015, Zhang Yefeng has served as the
DeputyGeneral Manager of the Company. As at the end of the ReportingPeriod,she concurrentlyserves as Internal Director of

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Hapsode (Korea).

Particulars on other information

□ Applicable√ Not applicable

（ II ） Equity incentives granted to directors and senior management during the Reporting Period

□ Applicable√ Not applicable

√ Applicable□ Not applicable

Unit: Share

Unit: Share
Name Position Number of
restricted
shares at
the
beginning
of the year		 Number of
new
restricted
shares
during the
Reporting
Period		 Granted price of
the restricted
shares (RMB)		 Locked
shares		 Locked shares Number of the
restricted
shares at the
end of the
period

Market price
at the end of
the
Reporting
Period
(Yuan)
Jin
Yanhua		 Deputy
General
Manager
97,481
0
17.95
28,671
68,810
68,810		 12,248,180.0
0
WangLi Financial Leader 58,900
0
17.95
17,670
41,230
41,230		 7,338,940.00
Zhang
Yefeng		 Deputy
General
Manager,
Board
Secretary

47,770
0
17.95
13,750
34,020
34,020		 6,055,560.00
Total / 204,151
0
/		 60,091
144,060
144,060		 25,642,680.0
0

II Employment of directors, supervisors and senior management currently employed and retired during the Reporting Period （ I ） Employment in shareholders’ companies

√ Applicable□ Not applicable

Name of person employed Name of shareholder’s company Position held in
shareholder’s company		 From To

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Jin Yanhua WeifangZhengyi Executive Partner August 2019
Particulars on employment
in
shareholders’
companies

None

（ II ） Employment in other companies

√ Applicable□ Not applicable

Name of
person
employed		 Name of other companies Position held in other
companies		 From To
Hou Juncheng Proya Trade Executive Director and
General Manager		 June 2011
Meiligu Executive Director November 2012
Chuangdai E-commerce Executive Director December 2016
YueqingLaiya Executive Director September 2015
Korea Hanna Internal
Director
and
Representative Director		 November 2011
Hapsode (Hangzhou) Executive Director and
General Manager		 February 2018
Huzhou Hapsode Executive Director and
General Manager		 May 2016
Danyang Hapsode Executive Director and
General Manager		 December 2016
Mijing Siyu (Hangzhou) Executive Director and
General Manager		 February 2018
Hangzhou Kunyi Industrial Co., Ltd. Chairman
and
General
Manager		 April 2014
Huzhou Meizhuang Town Science and Technology
Incubation Park Co.,Ltd.		 Executive Director and
General Manager		 January 2019
Huzhou Younimi Chairman March 2019

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Cosmetics
Industry
(Huzhou)
Investment
Development Co.,Ltd.		 Chairman December 2018
Xinjiang Huanyu New Silk Road Investment
Development Co.,Ltd.		 Director March 2021
Fang Yuyou Meiligu General Manager November 2012
YueqingLaiya General Manager September 2015
Korea Hanna Internal Director November 2011
Hangzhou Kunyi Industrial Co.,Ltd. Director April 2014
Hangzhou TairentangBiotechnologyCo.,Ltd. Director December 2014
Hangzhou Fangxiake Investment Co., Ltd. Executive Director and
General Manager		 May 2018
Huzhou Younimi Director March 2019
HongKongXinghuo Director March 2019
Cao Liangguo Korea Hanna Supervisor November 2011
Hangzhou Kunyi Industrial Co.,Ltd. Director February2013
Hangzhou TairentangBiotechnologyCo.,Ltd. Director December 2014
Korea Hapsode, Internal
Director
and
General Manager		 August 2017
Shanghai Zhongwen Director April 2019 January2021
Huzhou Younimi Director March 2019
HONGKONG KESHI Director March 2019
Ningbo Keshi Director September 2019
Ningbo Segu Brand Management Co.,Ltd. Director June 2019 January2021
HongKongZhongwen Director July2019
HongKongWanyan Director October 2019
JapanOR Director August 2020
Chu Xiuqi ZhejiangAokangShoes Co.,Ltd. Independent Director July2015
Tianjin YishangFriendlyCo.,Ltd. Independent Director October 2011
Reed Huabai Exhibitions(Beijing)Co.,Ltd. Vice Chairman July2018
Chen Yan Huzhou Haoyu Investment Management Partnership
(Limited Partnership)		 Executive Partner March 2018

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ZhongWangFabric. Co.,Ltd. Independent Director November 2017 June 2020
Hangzhou Quanzhimai Electronic Commerce Co.,
Ltd.		 Supervisor March 2018
HuzhouJingrui Management ConsultingCo.,Ltd. Supervisor November 2019
Huzhou Haorui Enterprise Management Consulting
Partnership (Limited Partnership)		 Executive Partner August 2019
Shanghai Beikebo TechnologyCo.,Ltd. Supervisor April 2019
Huzhou Shengshun Trading Co., Ltd. Executive Director and
General Manager		 March 2020
Jin Yanhua Anya(Hangzhou) Executive Director December 2016
Huzhou UZERO Executive Director January2018
Chuangdai E-commerce Manager February2018
Proya Commercial Executive Director and
General Manager		 September 2018
Huzhou Niuke Executive Director and
General Manager		 December 2018
Huzhou Tizhi Executive Director and
General Manager		 September 2018
Hangzhou Wanyan Executive Director and
General Manager		 January 2019
HongKongWanyan Director October 2019
Zhejiang Biyouti Executive Director and
General Manager		 March 2019
Shanghai Zhongwen Chairman April 2019
HongKongZhongwen Director July2019
Ningbo Segu Brand Management Co.,Ltd. Director June 2019
HONGKONG KESHI Chairman March 2019
Ningbo Keshi Chairman September 2019
Ningbo TIMAGE Chairman July2019
WeifangZhengyi Executive Partner August 2019
Zhejiang Qingya Executive Director May2020

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Snail Fitness Executive Director August 2020
Hangzhou Yizhuo Executive Director and
General Manager		 July 2020
Hangzhou Weiluoke Executive Director and
General Manager		 July 2020
Hangzhou Oumisi Executive Director and
General Manager		 August 2020
HangzhouQingyan Cosmetics Co.,Ltd. Chairman August 2020 December 2020
Japan OR Director August 2020
Guangzhou Qianxi Executive Director and
General Manager		 October 2020
Ningbo Xiyou Mutual Entertainment Cultural
Media Co.,Ltd.		 Director September 2020
Shanghai Healthlong Director November 2020
Huzhou Poyun Executive Director and
General Manager		 September 2020
Xuzhou Proya Information Technology Co., Ltd. Executive Director January 2021
Shanghai Weiman Cosmetics Co.,Ltd. Director August 2020
Ningbo Weiman Cosmetics Co., Ltd. Executive Director and
General Manager		 February 2021
ZhangYefeng Hapsode(Korea) Internal Director August 2017
Ye Nana Huzhou Younimi Supervisor March 2019
Particulars
on
employment
in
other
companies
None

III Remuneration of directors, supervisors and senior management

√ Applicable□ Not applicable

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2020 ANNUAL REPORT

Decision-making procedures for the The remuneration of directors and supervisors of the Company shall be submitted to the general remuneration of directors, supervisors shareholders’ meeting for approval after passing the review by the Remuneration and Appraisal and senior management Committee of the Board of Directors, the Board of Directors and the Board of Supervisors; the remuneration of senior management shall be subject to the review by the Board of Directors and the Remuneration and Appraisal Committee of the Board of Directors. Determination basis for the remuneration The annual remuneration of directors, supervisors and senior management of the Company shall of directors, supervisors and senior be based on the basic remuneration and performance appraisal. management Actual payment of the remuneration of Already paid directors, supervisors and senior management Total remuneration actually received by The total amount of remuneration received by all directors, supervisors and senior management all directors, supervisors and senior of the Company during the Reporting Period was RMB 7,348,700. management at the end of the Reporting Period

IV Changes in directors, supervisors and senior management of the Company

□ Applicable√ Not applicable

V Particulars on punishments by securities regulatory authorities in the past three years

□ Applicable√ Not applicable

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VI Employees of the parent company and major subsidiaries

（ I ） Employees

（I）
Employees		 （I）
Employees
Number of employees in theparent company 948
Number of employees in major subsidiaries 1,950
Number of employees 2,898
Number of retirees of whom the parent company and
major subsidiaries are responsible for the expenses		 6
Professional structure
Category Number
Productionpersonnel 239
Salespersonnel 2,002
Managementpersonnel 461
R&Dpersonnel 196
Total 2,898
Education background
Category Number(person)
Undergraduate and above 799
Junior college 616
High school and below 1,483
Total 2,898

（ II ） Remuneration policy

√ Applicable□ Not applicable

Value creation is the basis of the Company's remuneration distribution, and performance is the intuitive embodiment of value. Based on a comprehensive and objective performance evaluation system, the remuneration distribution and performance evaluation of employees are combined to comprehensively guide and motivate employees create greater value.

（ III ） Training plan

√ Applicable□ Not applicable

To gather elite talents and develop outstanding talents in the industry, the Company has always taken the learning and growth of employees as its primary task, to continuously innovate and optimize training research, training topics, training forms, training implementation, training evaluation and improvement, teacher management, etc. The Company has provided offline teaching and online platform learning as well as sharing to enhance participation of employees, thus enabling employees to learn more pertinently and autonomously.

（ IV ） Labor outsourcing

（IV）Labor outsourcing
√ Applicable□ Not applicable Unit:Yuan Currency:RMB
Total workinghours of labor outsourcing
Total
remuneration
paid
for
labor
outsourcing
26,126,382.48

Huzhou Branch of Proya Cosmetics Co., Ltd. signed the Service Project Contract Agreement with Jiangxi Zhilian Outsourcing Service Co., Ltd. in January 2017. Huzhou

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2020 ANNUAL REPORT

Branch outsourced auxiliary services such as canteen, greening, cleaning, goods handling, loading and unloading and packaging to Jiangxi Zhilian Outsourcing Service Co., Ltd. and paid remuneration according to the agreed business volume. As the Company adjusted its sales strategy, the number of urgent orders increased. In October 2019, in order to ensure timely shipment and other purposes, Huzhou Branch signed the Service Project Contract Agreement with Yancheng Dafeng Xinxinyuan Enterprise Management Co., Ltd. Huzhou Branch outsourced some work such as goods handling, loading and unloading, packaging and facial mask folding to Yancheng Dafeng Xinxinyuan Enterprise Management Co., Ltd. and paid remuneration according to the agreed business volume.

VII Others

□ Applicable√ Not applicable

Section IX Corporate Governance

I Particulars on corporate governance

√ Applicable□ Not applicable

During the Reporting Period, the Company continuously improved its standard operation level and corporate governance structure based on the actual situation in accordance with the provisions of the Company Law, Securities Law, Share Listing Rules of Shanghai Stock Exchange, Code of Corporate Governance for Listed Companies and other applicable laws and regulations as well as the Articles of Association. The Company has set up the general shareholders’ meeting, Board of Directors, Board of Supervisors and special committees under the Board of Directors as required, and developed the corresponding rules of procedure. It defines the duties and authorities, procedures and obligations of the institutions at all levels in terms of decision-making, supervision and implementation, so as to form a scientific and effective governance structure featuring clear rights and responsibilities, mutual checks and balances and mutual coordination. During the Reporting Period, the Company consciously fulfilled the obligation of information disclosure and managed investor relationship to continuously improve the standard operation level. The corporate governance of the Company conforms to the normative documents published by China Securities Regulatory Commission in connection with governance of the listed company.

Whether there are significant differences between corporate governance and the requirements of the relevant regulations of the China Securities Regulatory Commission; if there are significant differences, the reasons should be explained □ Applicable√ Not applicable

II Brief introduction to general shareholders’ meetings

Session number Convening date Query index of the
designated website on
which the resolution
ispublished
Disclosure date
when the resolution
is published
First extraordinary
general
shareholders’
meeting in 2020
20 March 2020		 No.
2020-010
Announcement on the
website of Shanghai
Stock
Exchange
(www.sse.com.cn)



21 March 2020
2019 annualgeneral 22 April 2020 No.
2020-024		 23 April 2020

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2020 ANNUAL REPORT

meeting Announcement on the
website of Shanghai
Stock
Exchange
(www.sse.com.cn)

Second extraordinary
general
shareholders’
meeting in 2020
6 July 2020		 No.
2020-035
Announcement on the
website of Shanghai
Stock
Exchange
(www.sse.com.cn)



7 July 2020
Third extraordinary
general
shareholders’
meeting in 2020
28 October 2020		 No.
2020-055
Announcement on the
website of Shanghai
Stock
Exchange
(www.sse.com.cn)



29 October 2020

Particulars on general shareholders’ meetings □ Applicable√ Not applicable

III Performance of functions and duties by directors

（ I ） Attendance of directors at board meetings and general shareholders’ meetings

Name
of
direc
tor		 Indepen
dent
directo
r		 Attendance at board meetings Attendance at board meetings Attendance at board meetings Attendance at board meetings Attendance
at general
shareholde
rs’
meetings
Number
of
attenda
nce
require
d		 Number
of
attenda
nce in
person		 Number of
attendanc
e by
communica
tion		 Number
of
attenda
nce by
proxy		 Numbe
r of
absen
ce		 Two
consecu
tive
absence
s in
person		 Number of
attendance
at general
shareholde
rs’
meetings
Hou
Junch
eng		 No 7
7
0
0
0		 No 4
Fang
Yuyou		 No 7
7
1
0
0		 No 4
Cao
Liang
guo		 No 7
7
0
0
0		 No 4
Chu
Xiuqi		 Yes 7
7
7
0
0		 No 4
Chen
Yan		 Yes 7
7
7
0
0		 No 4

Particulars on two consecutive absences in person from board meetings □ Applicable√ Not applicable

Number of board meetings held during the 7 year

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Where: Number of on-site meeting 0
bycommunication 0
on site and bycommunication 7

（ II ） Independent directors' objections to the Company's related matters

□ Applicable√ Not applicable

（ III ） Others

□ Applicable√ Not applicable

IV If there is any objection to important opinions and suggestions put forward by the special committees under the Board of Directors in performing its functions and duties during the Reporting Period, the specific situation should be disclosed

□ Applicable√ Not applicable

V Particulars on risks in the Company identified by the Board of Supervisors

□ Applicable√ Not applicable

VI Particulars on the situations that the Company and its controlling shareholders cannot guarantee independence and cannot maintain self-operation ability in the aspects of business, personnel, assets, organization and finance

□ Applicable√ Not applicable

The corresponding solutions, work progress and follow-up work plan of the Company in case of horizontal competition

□ Applicable√ Not applicable

VII Establishment and implementation of appraisal mechanism and the incentive mechanism for senior management during the Reporting Period

  • √ Applicable□ Not applicable

During the Reporting Period, the appraisal of General Manager and other senior management of the Company was conducted based on the performance indicator requirements, and the annual performance remuneration was submitted, by Remuneration and Appraisal Committee of the Board of Directors, to the Board of Directors for review.

VIII Whether to disclose the self-appraisal report on internal control

  • √ Applicable□ Not applicable

See 2020 Appraisal Report on Internal Control disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on the same day for details

Particulars on major defects in the internal control during the Reporting Period □ Applicable√ Not applicable

IX Particulars on the audit report on internal control

√ Applicable□ Not applicable

During the Reporting Period, Pan-China Certified Public Accountants LLP, the internal control audit organization of the Company, issued the Audit Report on Internal Control (TJS [2021] No.[3599]), and believed that the Company maintained effective internal

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2020 ANNUAL REPORT

control related to financial reports in all major aspects in accordance with the General Guidelines on Enterprise Internal Control System and relevant provisions on 31 December 2020.

Whether to disclose the Audit Report on Internal Control: Yes

Opinion types of the Audit Report on Internal Control: Standard and unqualified opinions

X Others

□ Applicable√ Not applicable

Section X Corporate Bonds

□ Applicable√ Not applicable

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Section XI Financial Report

I Auditor’s Report

√ Applicable□ Not applicable

Auditor’s Report

TJS [2021] No. 3598

To the shareholders of Proya Cosmetics Co., Ltd.:

I. Audits’ opinion

We have audited the accompanying financial statements of Proya Cosmetics Co., Ltd. (hereinafter referred to as “Proya”), which comprise the consolidated and parent company’s balance sheets as at 31 December 2020, the consolidated and parent company’s income statements, the consolidated and parent company’s cash flow statements, and the consolidated and parent company’s statements of changes in owners’ equity for the year of 2020, as well as notes to financial statements.

In our opinion, the attached financial statements are prepared in accordance with the provisions of the Accounting Standards for Business Enterprises in all major aspects, and fairly reflect Proya's consolidated and parent company's financial position as at 31 December 2020, as well as the consolidated and parent company's operating results and cash flows in 2020.

II. Basis of auditors’ opinion

We have conducted our audit in accordance with the Chinese Auditing Standards for Certified Public Accountants. The “Responsibilities of Certified Public Accountants for Auditing of Financial Statements” in the auditor’s report further illustrate our responsibilities under those standards. In accordance with the Code of Professional Ethics of Chinese Certified Public Accountants, we are independent of Proya and have performed other responsibilities in respect of professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

III. Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current period. These

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2020 ANNUAL REPORT

matters were addressed in the context of our audit of the financial statements as a whole

and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

  • (I) Revenue recognition

  • Item description

Refer to V.38, VII.61 and XVI.6 in “Section XI Financial Report” herein for relevant information disclosure.

The operating revenue of Proya mainly came from the sale of cosmetics. According to the financial statements, the operating revenue of Proya was RMB 3,752,386,800 in 2020.

Pursuant to the sales contract between Proya and its customer, under the distribution mode, Proya recognizes the sales revenue after the its product delivery to the purchaser and acceptance by the purchaser; under the proxy mode, Proya delivers the products to the trustee and recognizes the sales revenue when the trustee achieves sales and issues the proxy list; under the direct sales mode, Proya delivers the products to the consumer and recognizes the sales revenue after the consumer confirms the receipt and makes the payment.

Operating revenue is one of the key performance indicators of Proya, so there is an inherent risk that the management of Proya (hereinafter referred to as the “management”) achieves specific goals or expectations through inappropriate revenue recognition. Therefore, we identify the revenue recognition as a key audit matter.

  1. Audit response

Our main audit procedures for revenue recognition include the followings:

(1) Understand the key internal controls related to the revenue recognition, evaluate the design of these controls, determine the feasibility, and test the effectiveness of the relevant internal controls;

(2) Send letter to the main customers to confirm the sales volume in 2020 and the balance of accounts receivable at the end of 2020;

(3) Perform the test of details, carry out spot check over the supporting documents for revenue recognition (including sales contract, delivery document, receipt, proxy list, sales invoice, etc.), in order to understand major contract terms or conditions, evaluate whether the revenue recognition method is appropriate, and check the recovery of accounts receivable;

(4) Implement analysis procedures, including monthly income fluctuation analysis in 2020 and sales revenue change analysis of main customers;

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(5) Obtain the rebate and subsidy policy, rebate and subsidy calculation sheet and other information to check whether the withholding amount of rebate and subsidy at the end of 2020 was sufficient; and meanwhile, analyze whether the amount of rebate and subsidy and the withholding amount were reasonable based on the rebate and subsidy policy as well as the income in 2020; check the settlement after rebate and subsidy withholding period at the end of 2020;

(6) Obtain the return and exchange policy, estimated balance sheet and other information, and check whether the estimated future return and exchange rate was reasonable; check the return and exchange situation after the period, and compare with the estimated return and exchange data;

(7) Understand the inventory and stock age of the dealer at the end of 2020, and check whether the inventory amount and structure of the deal were reasonable;

(8) Analyze the sales data of main online direct stores, calculate the consumption per capita, consumption per time, purchase times and repurchase information of customers of direct online stores to compare with the selling price and normal consumption of Proya products, judge the rationality of the above data in combination with normal consumption habits, and analyze the authenticity and rationality of the income of direct online stores;

(9) Compare the background transaction data, Alipay receipts data and sales revenue data on financial accounts of direct online stores, analyze the matching attribute of data, and check the authenticity of sales from the direct online stores.

(II) Inventory falling price reserve

  1. Item description

Refer to V.15 and VII.9 in “Section XI Financial Report” herein for relevant information disclosure.

As at 31 December 2020, the book balance of inventory of Proya amounted to RMB 494,268,000, inventory falling price reserve amounted to RMB 25,627,000, and the carrying value of inventory amounted to RMB 468,641,000. Proya measures inventories on the basis of the lower one between the cost and net realizable value, and the inventory falling price reserve is withdrawn in accordance with the difference between the single inventory cost and the net realizable value. The management needs to estimate the net realizable value of inventories and make provision for inventory falling price reserve. Therefore, we identify this item as a key audit matter.

  1. Audit response

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Our main audit procedures for inventory falling price reserve include the followings:

(1) Understand the key internal controls related to the provision for inventory falling price reserve, evaluate the design of these controls, determine the feasibility, and test the effectiveness of the relevant internal controls;

(2) Obtain the provision policy for inventory falling price reserve and calculation process prepared by Proya, and recheck the calculation process;

(3) Obtain the inventory stock age sheet, and check whether provision for inventory falling price reserve was sufficient in combination with the inventory stock age, shelf life and post-period inventory sales;

(4) Obtain a list of products that are no longer for sale, make statistics about the inventory of offline products and the corresponding raw materials, and pay attention to whether this part of the inventory made provision for inventory falling price reserve;

(5) Monitor the inventory, check the quantity and condition of the inventory, and pay attention to whether the inventory with signs of impairment made provision for falling price reserve.

IV. Other information

The management is responsible for the other information, which comprises all the information covered in the Annual Report other than the financial statements and this auditor’s report.

Our audit opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In conjunction with our audit to the financial statements, our responsibility is to read the other information. During the process, we considered whether there is material inconsistency or there is likely material misstatement between the other information and the financial statements or the information we obtained during the audit.

As we have performed the work on the other information obtained before the date of our auditor’s report, we shall report if we confirmed there was a material misstatement among the other information. We have nothing needed to be reported on this case.

V. Responsibilities of the management and governing bodies for the financial statements

The management shall be responsible for the preparation of financial statements in accordance with the Accounting Standards for Business Enterprises to enable them to be fairly reflected, and to design, implement and maintain the necessary internal controls

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2020 ANNUAL REPORT

so that there is no material misstatement due to fraud or error in the financial statements.

In the preparation of the financial statements, the management is responsible for assessing Proya’s continuous operating capacity, disclosing matters relating to continuous operations (if applicable), and applying the continuing operating assumptions unless the management plans to perform liquidation, cease operation or otherwise has no realistic choice.

The governing bodies of Proya (hereinafter referred to as “governing bodies”) are responsible for overseeing the financial reporting process of Proya.

VI. Responsibilities of CPA for the audit of the financial statements

Our objective is to obtain reasonable assurance of the financial statements as a whole whether there is a material misstatement due to fraud or error and to issue an auditor’s report containing audit opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with China Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards, we exercised professional judgment and maintained professional skepticism throughout the audit. We also performed the following works:

(I) to identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error; design and perform audit procedures responsive to those risks; and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(II) to understand the internal control related to the audit to design the appropriate audit procedures.

(III) to evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

(IV) to draw a conclusion on the appropriateness of the management’s use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on

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the ability of Proya to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Proya to cease to continue as a going concern.

(V) to evaluate the overall presentation, structure and content of the financial statements, and to assess whether the financial statements reflect the related transactions and events fairly.

(VI) to obtain sufficient and appropriate audit evidence of the financial information of the entity or business activity of the Proya in order to express an opinion on the financial statements. We are responsible for directing, supervising and performing group audits. We take full responsibility for the audit opinion.

We communicated with the governing bodies regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.

We also provided a statement to management on compliance with ethical requirements related to independence, and communicated with governing bodies about all relationships and other matters that may be reasonably considered to affect our independence, as well as related precautions (if applicable).

From the matters we had discussed with the governing bodies, we confirmed which matters were most important to the audit of the financial statements for the current period and thus constituted the key audit matters. We set out these matters in the auditor’s report. Unless the disclosure of these matters are forbidden by the laws and regulations, or, in rare cases, if it is reasonably expected that the negative impacts caused by discussing certain matters in the auditor’s report would be larger than the benefits for public interest, we shall not disclose the matters in the auditor’s report under such circumstances.

Pan-China Certified Public Accountants LLP Certified Public Accountant:

(Project Partner)

Hangzhou, China Certified Public Accountant:

21 April 2021

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II Financial Statements

Consolidated Balance Sheet

31 December 2020 Prepared by: Proya Cosmetics Co., Ltd.

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Notes 31 December 2020 31 December 2019
Current assets:
Cash and equivalents VII. 1 1,416,654,640.93 1,246,901,218.99
Transaction settlement
funds
Lendingfunds
Held-for-trading
financial assets		 VII. 2 71,450,000.00
Derivative financial
assets
Bills receivable
Accounts receivable VII. 5 284,878,419.58 198,409,249.19
Receivables financing VII. 6 5,531,997.32 2,150,000.00
Prepayment VII. 7 82,742,815.92 53,313,963.76
Premium receivable
Reinsurance premium
receivable
Reserves for reinsurance
contract receivable
Other receivables VII. 8 48,733,527.35 15,269,949.97
Where: Interest
receivable
Dividend
receivable
Financial assets
purchased under agreements
to resell
Inventories VII. 9 468,641,017.75 313,649,003.07
Contract assets
Held for sale assets
Non-current assets due
within oneyear
Other current assets VII. 13 35,235,811.27 11,723,268.59
Total current assets 2,342,418,230.12 1,912,866,653.57
Non-current assets:
Loans and advances to
customers
Debt investment
Other debt investment
Long-term receivables
Long-term equity
investments		 VII. 17 58,220,059.60 14,728,003.68

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Investments in other
equityinstruments		 VII. 18 20,580,000.00
Other non-current
financial assets
Investment real estate VII. 20 72,237,610.10 71,622,083.18
Fixed assets VII. 21 565,864,152.62 550,329,145.07
Construction inprogress VII. 22 47,324,523.36 31,894,658.49
Productive biological
assets
Oil andgas assets
Right-of-use assets
Intangible assets VII. 26 314,643,323.97 328,564,563.33
Development expenses
Goodwill VII. 28 31,034,161.20
Long-term prepaid
expenses		 VII. 29 50,576,793.53 26,378,564.50
Deferred income tax
assets		 VII. 30 46,660,550.76 27,975,258.51
Other non-current assets VII. 31 87,322,780.03 15,006,146.49
Total non-current
assets		 1,294,463,955.17 1,066,498,423.25
Total assets 3,636,882,185.29 2,979,365,076.82
Current liabilities:
Short-term borrowings VII. 32 299,280,435.09 129,047,396.51
Borrowings from central
bank
Placements from banks and
other financial
institutions
Held-for-trading
financial liabilities
Derivative financial
liabilities
Billspayable VII. 35 64,580,000.00 41,830,948.53
Accountspayable VII. 36 515,832,031.27 347,316,843.39
Accounts received in
advance		 VII. 37 40,913,490.55
Contract liabilities VII. 38 30,618,778.99
Financial assets sold
under repurchase
agreements
Deposits from customers
and other banks
Brokerage for trading
securities
Brokerage for
underwritingsecurities
Employee benefits
payable		 VII. 39 70,828,239.70 66,684,151.98

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Taxespayable VII. 40 71,335,290.77 71,833,700.61
Otherpayables VII. 41 75,546,323.32 91,444,673.31
Where: Interestpayable
Dividendpayable
Fees and commissions
payable
Reinsured accounts
payable
Held-for-sale
liabilities
Non-current liabilities
due within oneyear		 VII. 43 85,258,247.69
Other current
liabilities		 VII. 44 1,439,262.02
Total current
liabilities		 1,129,460,361.16 874,329,452.57
Non-current liabilities:
Reserves for insurance
contracts
Long-term borrowings
Bondspayable
Where: Preference shares
Perpetual bonds
Lease liabilities
Long-termpayables
Long-term employee
benefitspayable
Estimated liabilities VII. 50 10,190,099.22 10,102,532.74
Deferred income VII. 51 8,495,353.33 19,743,036.56
Deferred income tax
liabilities		 VII. 30 6,874,105.45 5,132,011.38
Other non-current
liabilities
Total non-current
liabilities		 25,559,558.00 34,977,580.68
Total liabilities 1,155,019,919.16 909,307,033.25
Owner’s equity (or
shareholders’ equity):
Share capital VII. 53 201,116,925.00 201,269,560.00
Other equityinstruments
Where: Preference shares
Perpetual bonds
Capital reserve VII. 55 837,034,836.69 835,353,615.48
Less: Treasuryshares VII. 56 12,653,905.25 15,769,051.20
Other comprehensive
income		 VII. 57 -269,066.13 -212,628.22
Special reserve
Surplus reserve VII. 59 100,634,780.00 100,634,780.00

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General riskprovision
Undistributedprofit VII. 60 1,265,671,865.63 908,411,607.62
Total equity
attributable to the owners
of theparent company		 2,391,535,435.94 2,029,687,883.68
Minorityequity 90,326,830.19 40,370,159.89
Total owners’ equity
(or shareholders’ equity)		 2,481,862,266.13 2,070,058,043.57
Total liabilities
and owner's equity (or
shareholders’ equity)		 3,636,882,185.29 2,979,365,076.82

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

Balance Sheet of Parent Company

31 December 2020 Prepared by: Proya Cosmetics Co., Ltd.

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Notes 31 December 2020 31 December 2019
Current assets:
Cash and equivalents 498,358,108.55 403,072,398.35
Held-for-trading
financial assets		 70,000,000.00
Derivative financial
assets
Bills receivable
Accounts receivable XVII. 1 565,037,411.15 614,081,454.90
Receivables financing
Prepayment 9,389,481.27 13,257,712.52
Other receivables XVII. 2 236,585,409.48 31,800,093.90
Where: Interest
receivable
Dividend
receivable
Inventories 227,126,018.70 157,614,679.78
Contract assets
Held for sale assets
Non-current assets due
within oneyear
Other current assets 15,543,206.01
Total current assets 1,552,039,635.16 1,289,826,339.45
Non-current assets:
Debt investment
Other debt investment
Long-term receivables
Long-term equity XVII. 3 347,372,956.06 159,882,467.38

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investments
Investments in other
equityinstruments		 20,580,000.00
Other non-current
financial assets
Investment real estate 339,018,465.70 336,462,349.68
Fixed assets 291,193,420.67 283,156,520.47
Construction inprogress 46,993,562.96 31,877,256.59
Productive biological
assets
Oil andgas assets
Right-of-use assets
Intangible assets 308,401,627.24 318,477,880.56
Development expenses
Goodwill
Long-term prepaid
expenses		 34,817,495.54 1,177,831.47
Deferred income tax
assets		 15,889,636.90 18,414,499.56
Other non-current assets 87,545,799.42 15,006,146.49
Total non-current
assets		 1,491,812,964.49 1,164,454,952.20
Total assets 3,043,852,599.65 2,454,281,291.65
Current liabilities:
Short-term borrowings 200,163,972.59
Held-for-trading
financial liabilities
Derivative financial
liabilities
Billspayable 64,580,000.00 41,830,948.53
Accountspayable 403,605,887.84 300,820,130.33
Accounts received in
advance		 13,628,235.50
Contract liabilities 10,212,194.96
Employee benefits
payable		 29,624,549.78 23,436,531.67
Taxespayable 34,953,057.88 49,102,562.13
Otherpayables 24,771,086.23 27,706,157.37
Where: Interestpayable
Dividendpayable
Held-for-sale
liabilities
Non-current liabilities
due within oneyear		 85,258,247.69
Other current
liabilities
Total current
liabilities		 767,910,749.28 541,782,813.22

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Non-current liabilities:
Long-term borrowings
Bondspayable
Where: Preference shares
Perpetual bonds
Lease liabilities
Long-termpayables
Long-term employee
benefitspayable
Estimated liabilities
Deferred income 8,495,353.33 8,491,110.00
Deferred income tax
liabilities		 6,283,428.68 4,986,605.71
Other non-current
liabilities
Total non-current
liabilities		 14,778,782.01 13,477,715.71
Total liabilities 782,689,531.29 555,260,528.93
Owner’s equity (or
shareholders’ equity):
Share capital 201,116,925.00 201,269,560.00
Other equityinstruments
Where: Preference shares
Perpetual bonds
Capital reserve 837,075,425.32 834,592,133.74
Less: Treasuryshares 12,653,905.25 15,769,051.20
Other comprehensive
income
Special reserve
Surplus reserve 100,634,780.00 100,634,780.00
Undistributedprofit 1,134,989,843.29 778,293,340.18
Total owners’ equity
(or shareholders’ equity)		 2,261,163,068.36 1,899,020,762.72
Total liabilities
and owner's equity (or
shareholders’ equity)		 3,043,852,599.65 2,454,281,291.65

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

Consolidated Income Statement

Consolidated Income Statement Consolidated Income Statement Consolidated Income Statement Consolidated Income Statement
January - December 2020
Unit: Yuan Currency: RMB
Item Notes 2020 2019
I. Total operatingincome 3,752,386,849.02
3,123,520,211.77
Where: Revenue VII. 61 3,752,386,849.02
3,123,520,211.77
Interest income

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Premium received
Handling fee and
commission income
II. Total operatingcosts 3,160,438,371.03 2,636,811,936.85
Where: Cost of sales VII. 61 1,367,561,949.78 1,125,573,226.23
Interest expenses
Handling fee and
commission expenses
Payment on surrenders
Net compensation expenses
Net provision drawn for
insurance contract
Policydividend expenses
Reinsurance expenses
Taxes and surcharges VII. 62 32,945,185.99 27,839,165.28
Sellingexpenses VII. 63 1,497,058,943.34 1,223,031,824.07
Administrative expenses VII. 64 204,279,378.68 195,259,927.02
R&D expenses VII. 65 72,200,028.77 74,602,606.55
Financial expenses VII. 66 -13,607,115.53 -9,494,812.30
Where: Interest expense 9,190,674.26 8,565,736.81
Interest income 20,740,463.77 18,108,947.26
Add: Other income VII. 67 13,491,509.72 8,415,457.68
Income from investment
(“-” refers to loss)		 VII. 68 1,769,391.50 2,123,024.87
Where: Investment income
from associates and joint
ventures		 -646,615.60 -2,530,337.96
Derecognition of
income from financial assets at
amortized cost
Exchange gains (“-”
refers to loss)
Net gain on exposure
hedging (“-” refers to loss)
Gain on change in fair
value(“-” refers to loss)
Losses on credit
impairment(“-” refers to loss)		 VII. 71 -23,908,722.39 -8,542,539.16
Losses on assets
impairment(“-” refers to loss)		 VII. 72 -28,234,605.50 -27,139,408.88
Gains from asset disposal
(“-” refers to loss)		 VII. 73 854.57 43,245.67
III. Operating profits (“-”
refers to loss)		 555,066,905.89 461,608,055.10
Add: Non-operating profits VII. 74 1,542,594.25 778,978.15
Less: Non-operatingexpenses VII. 75 9,037,929.71 6,144,076.84
IV. Total profits (“-” refers
to total loss)		 547,571,570.43 456,242,956.41
Less: Income tax expenses VII. 76 95,962,016.20 89,874,756.94

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V. Net profits (“-” refers to
net loss)		 451,609,554.23 366,368,199.47
(I)Classified byoperation continuity
1. Net profits from
continuing activities (“-”
refers to net loss)		 451,609,554.23 366,368,199.47
2. Net profits from
discontinuing activities (“-”
refers to net loss)
(II)Classified byownership
1. Net profits attributable
to shareholders of the parent
company (“-” refers to net
loss)		 476,009,298.41 392,681,976.58
2. Profit or loss
attributable to minority
shareholders (“-” refers to net
loss)		 -24,399,744.18 -26,313,777.11
VI. Net amount of other
comprehensive income after tax		 VII. 77 -56,437.91 117,952.25
(I) Net amount of other
comprehensive income after tax
attributable to owners of the
parent company		 -56,437.91 117,952.25
1. Other comprehensive
income not to be reclassified
intoprofit or loss
(1) Change in re-measurement of
defined benefitplans
(2) Other comprehensive income
that may not be reclassified to
profit or loss under equity
method
(3) Change in fair value of
investments in other equity
instruments
(4) Change in fair value of
enterprise's own credit risk
2. Other comprehensive
income to be reclassified into
profit or loss		 -56,437.91 117,952.25
(1) Other comprehensive income
that may be reclassified to
profit or loss under equity
method
(2) Change in fair value of
other debt investments
(3) Amount included in other
comprehensive income on
reclassification of financial

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2020 ANNUAL REPORT

assets
(4) Credit impairment
provisions of other debt
investments
(5)Cash flow hedgingreserve
(6) Exchange differences from
translation of financial
statements		 -56,437.91
117,952.25
(7)Others
(II) Net amount of other
comprehensive income after tax
attributable to minority
shareholders
VII. Total comprehensive income 451,553,116.32
366,486,151.72
(I) Total comprehensive income
attributable to owners of the
parent company		 475,952,860.50
392,799,928.83
(II) Total comprehensive
income attributable to minority
shareholders		 -24,399,744.18
-26,313,777.11
VIII. Earningsper share:
(I) Basic earnings per share
(Yuan/share)		 2.37
1.96
(II) Diluted earnings per share
(Yuan/share)		 2.37
1.96

In case of business merger under common control, net profit realized by the acquiree before the merger in the current period was: RMB 0; net profit realized by the acquiree in the prior period was: RMB 0.

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

Income Statement of Parent Company

Income Statement of Parent Company Income Statement of Parent Company Income Statement of Parent Company Income Statement of Parent Company
January - December 2020
Unit: Yuan Currency: RMB
Item Notes 2020 2019
I. Revenue XVII. 4 1,950,969,218.93
1,770,795,873.74
Less: Cost of sales XVII. 4 918,617,344.96
870,410,762.03
Taxes and surcharges 17,071,963.70
17,659,284.56
Sellingexpenses 208,262,239.67
190,509,676.67
Administrative expenses 144,076,974.98
145,490,559.40
R&D expenses 77,218,796.44
79,845,015.25
Financial expenses -7,606,803.28
-3,225,179.42
Where: Interest expense 5,563,830.24
7,093,653.17
Interest income 19,588,179.32
10,371,466.14
Add: Other income 9,703,059.04
7,156,047.42
Income from investment
(“-” refers to loss)		 XVII. 5 1,039,199.20
1,784,206.96

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Where: Investment income
from associates and joint
ventures		 -1,112,228.47 -2,869,155.87
Derecognition of
income from financial assets at
amortized cost
Net gain on exposure
hedging (“-” refers to loss)
Gain on change in fair
value(“-” refers to loss)
Losses on credit
impairment(“-” refers to loss)		 -30,085,608.30 -56,884,503.83
Losses on assets
impairment(“-” refers to loss)		 -11,111,698.11 -12,656,887.41
Gains from asset disposal
(“-” refers to loss)		 -3,727.50 43,245.67
II. Operating profits (“-”
refers to loss)		 562,869,926.79 409,547,864.06
Add: Non-operating profits 783,184.91 29,722.00
Less: Non-operatingexpenses 8,378,795.22 4,974,545.09
III. Total profits (“-” refers
to total loss)		 555,274,316.48 404,603,040.97
Less: Income tax expenses 79,828,772.97 61,812,795.82
IV. Net profits (“-” refers to
net loss)		 475,445,543.51 342,790,245.15
(I) Net profits from continuing
activities (“-” refers to net
loss)		 475,445,543.51 342,790,245.15
(II) Net profits from
discontinuing activities (“-”
refers to net loss)
V. Net amount of other
comprehensive income after tax
(I) Other comprehensive income
not to be reclassified into
profit or loss
1. Change in re-measurement
of defined benefitplans
2. Other comprehensive
income that may not be
reclassified to profit or loss
under equitymethod
3. Change in fair value of
investments in other equity
instruments
4. Change in fair value of
enterprise's own credit risk
(II) Other comprehensive
income to be reclassified into
profit or loss

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1. Other comprehensive
income that may be reclassified
to profit or loss under equity
method
2. Change in fair value of
other debt investments
3. Amount included in other
comprehensive income on
reclassification of financial
assets
4. Credit impairment
provisions of other debt
investments
5. Cash flow hedgingreserve
6. Exchange differences from
translation of financial
statements
7. Others
VI. Total comprehensive income 475,445,543.51
342,790,245.15
VII. Earningsper share:
(I) Basic earnings per share
(Yuan/share)
(II) Diluted earnings per
share(Yuan/share)

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

Consolidated Cash Flow Statement January - December 2020

Unit: Yuan Currency: RMB
Item Notes 2020 2019
I. Cash flow from operating
activities:
Cash received from sales of
goods or rendering of
services		 3,884,361,008.59
3,156,670,977.79
Net increase in customer
and interbank deposits
Net increase in borrowings
from central bank
Net increase in placements
from banks and other
financial institutions
Cash received from premiums
under original insurance
contract
Net cash received from
reinsurance business
Net increase in deposits of

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2020 ANNUAL REPORT

policy holders and
investments
Cash received from
interest, fees and
commissions
Net increase in borrowings
Net increase in repurchase
business capital
Net cash received from
securities trading agency
services
Tax rebates 1,344,632.09 1,215,639.09
Other cash received from
operatingactivities		 VII. 78(1) 81,739,953.02 27,439,741.01
Sub-total of cash inflows
from operatingactivities		 3,967,445,593.70 3,185,326,357.89
Cash paid for goods and
services		 1,455,030,507.05 1,283,742,313.97
Net increase in customer
loans and advances
Net increase in deposits
with PBOC and interbank
deposits
Cash paid for compensation
payments under original
insurance contract
Net increase in funds for
lending
Cash paid for interests,
handling charges and
commissions
Cash paid for policy
dividends
Cash paid to and on behalf
of employees		 376,790,463.82 366,291,357.36
Taxes and feespaid 381,109,475.93 359,884,531.17
Cash paid for other
operatingactivities		 VII. 78(2) 1,422,965,037.76 939,446,827.05
Sub-total of cash
outflows from operating
activities		 3,635,895,484.56 2,949,365,029.55
Net cash flow generated
from operatingactivities		 331,550,109.14 235,961,328.34
II. Cash flow from investing
activities:
Cash received from disposal
of investments		 213,200,000.00 380,000,000.00
Cash received from returns
on investments		 2,266,301.37 4,653,362.83
Net cash received from 37,500.00 72,000.00
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2020 ANNUAL REPORT

disposal of fixed assets,
intangible assets and other
long-term assets
Net cash received from
disposal of subsidiaries and
other operatingentities
Other cash received
relating to investing
activities		 VII. 78(3) 66,052,759.40 2,500,000.00
Sub-total of cash inflows
from investingactivities		 281,556,560.77 387,225,362.83
Cash paid for purchase and
construction of fixed assets,
intangible assets and other
long-term assets		 184,057,255.67 163,733,333.52
Cashpaid for investment 81,930,000.00 275,588,295.00
Net increase in pledged
loans
Net cash paid for acquiring
subsidiaries and other
operatingentities
Other cash paid relating to
investingactivities		 VII. 78(4) 1,035,148.02 2,500,000.00
Sub-total of cash
outflows from investing
activities		 267,022,403.69 441,821,628.52
Net cash flow generated
from investingactivities		 14,534,157.08 -54,596,265.69
III. Cash flow from financing
activities:
Proceeds received from
financingactivities		 2,266,300.00 21,085,273.44
Where: Cash received by
subsidiaries from minority
shareholders’ investment		 2,266,300.00 21,085,273.44
Cash received from
borrowings		 299,000,000.00 128,939,749.33
Other cash received from
financing-related activities
Sub-total of cash inflows
from financingactivities		 301,266,300.00 150,025,022.77
Cash repayments of
borrowings		 214,230,868.48 259,800,000.00
Dividends paid, profit
distributed or interestpaid		 127,734,055.29 97,824,202.19
Where: Dividend and profit
paid by subsidiaries to
minorityshareholders
Other cash paid for
financing-related activities		 VII. 78(6) 2,684,110.55 1,657,699.80

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2020 ANNUAL REPORT

Sub-total of cash
outflows from financing
activities		 344,649,034.32 359,281,901.99
Net cash flow from
financingactivities		 -43,382,734.32 -209,256,879.22
IV. Effects of exchange rate
fluctuations on cash and cash
equivalents		 56,437.91 117,952.25
V. Net increase in cash and
cash equivalents		 302,757,969.81 -27,773,864.32
Add: Cash and cash
equivalents at the beginning
of theperiod		 1,099,092,785.07 1,126,866,649.39
VI. Cash and cash equivalents
at the end of theperiod		 1,401,850,754.88 1,099,092,785.07

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

Cash Flow Statement of Parent Company January - December 2020

Unit: Yuan Currency: RMB
Item Notes 2020 2019
I. Cash flow from operating
activities:
Cash received from sales of
goods or rendering of
services		 2,223,396,958.25
1,818,365,238.11
Tax rebates 8,126.42
Other cash received from
operatingactivities		 20,551,684.95
10,032,566.19
Sub-total of cash inflows
from operatingactivities		 2,243,948,643.20
1,828,405,930.72
Cash paid for goods and
services		 922,769,531.45
900,766,094.66
Cash paid to and on behalf
of employees		 142,663,372.92
116,744,546.33
Taxes and feespaid 226,100,654.30
215,181,333.30
Cash paid for other
operatingactivities		 332,949,353.49
280,174,037.91
Sub-total of cash
outflows from operating
activities		 1,624,482,912.16
1,512,866,012.20
Net cash flow generated
from operatingactivities		 619,465,731.04
315,539,918.52
II. Cash flow from investing
activities:
Cash received from disposal
of investments		 211,750,000.00
230,000,000.00

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Cash received from returns
on investments		 2,266,301.37 4,653,362.83
Net cash received from
disposal of fixed assets,
intangible assets and other
long-term assets		 5,000.00 72,000.00
Net cash received from
disposal of subsidiaries and
other operatingentities
Other cash received
relating to investing
activities		 1,000,000.00 2,500,000.00
Sub-total of cash inflows
from investingactivities		 215,021,301.37 237,225,362.83
Cash paid for purchase and
construction of fixed assets,
intangible assets and other
long-term assets		 174,825,452.05 139,077,372.86
Cashpaid for investment 200,190,000.00 353,787,528.61
Net cash paid for acquiring
subsidiaries and other
operatingentities
Other cash paid relating to
investingactivities		 219,330,066.00 9,500,000.00
Sub-total of cash
outflows from investing
activities		 594,345,518.05 502,364,901.47
Net cash flow generated
from investingactivities		 -379,324,216.68 -265,139,538.64
III. Cash flow from financing
activities:
Proceeds received from
financingactivities
Cash received from
borrowings		 200,000,000.00
Other cash received from
financing-related activities
Sub-total of cash inflows
from financingactivities		 200,000,000.00
Cash repayments of
borrowings		 85,130,289.87 199,800,000.00
Dividends paid, profit
distributed or interestpaid		 124,276,855.87 96,380,324.63
Other cash paid for
financing-related activities		 2,584,110.55 1,657,699.80
Sub-total of cash
outflows from financing
activities		 211,991,256.29 297,838,024.43
Net cash flow from
financingactivities		 -11,991,256.29 -297,838,024.43

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IV. Effects of exchange rate
fluctuations on cash and cash
equivalents
V. Net increase in cash and
cash equivalents		 228,150,258.07
-247,437,644.55
Add: Cash and cash
equivalents at the beginning
of theperiod		 255,868,964.43
503,306,608.98
VI. Cash and cash equivalents
at the end of theperiod		 484,019,222.50
255,868,964.43

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

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Consolidated Statements of Changes in Owners’ Equity January - December 2020

Unit: Yuan Currency: RMB

Item 2020 2020 2020
Equity attributable to owne rs of the parent company Minority
equity		 Total equity
attributable
to owners
Paid-up
capital
(or
share
capital
)		 Other equity
instruments		 Capital
reserve		 Less:
Treasury
shares		 Other
comprehen
sive
income		 Spec
ial
rese
rve		 Surplus
reserve		 Gener
al
risk
provi
sion		 Undistrib
uted
profit		 Others Sub-total
Pref
eren
ce
shar
es		 Per
pet
ual
bon
ds		 Oth
ers
I.
Balance
at the
end of
last
year		 201,269
,560.00		 835,353
,615.48		 15,769,051
.20		 -212,628.
22		 100,634,
780.00		 908,411,6
07.62		 2,029,687,
883.68		 40,370,15
9.89		 2,070,058,043
.57
Add:
Changes
in
account
ing
policie
s
Co
rrectio
n for
previou
s
errors
En
terpris
e

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2020 ANNUAL REPORT

merger
under
the
same
control
Ot
hers
II.
Balance
at the
beginni
ng of
the
year		 201,269
,560.00		 835,353
,615.48		 15,769,051
.20		 -212,628.
22		 100,634,
780.00		 908,411,6
07.62		 2,029,687,
883.68		 40,370,15
9.89		 2,070,058,043
.57
III.
Increas
e and
decreas
e for
the
period
(“-”
for
decreas
e)		 -152,63
5.00		 1,681,2
21.21		 -3,115,145
.95		 -56,437.9
1		 357,260,2
58.01		 361,847,55
2.26		 49,956,67
0.30		 411,804,222.5
6
(I)
Total
compreh
ensive
income		 -56,437.9
1		 476,009,2
98.41		 475,952,86
0.50		 -24,399,7
44.18		 451,553,116.3
2
(II)
Owner’
s
contrib
ution
and
capital		 -152,63
5.00		 1,761,8
45.32		 -3,115,145
.95		 4,724,356.
27		 2,266,300
.00		 6,990,656.27

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2020 ANNUAL REPORT

reducti
on
1.
Ordinar
y
shares
contrib
uted by
the
owners		 -152,63
5.00		 -2,431,
475.55		 -3,115,145
.95		 531,035.40 2,266,300
.00		 2,797,335.40
2.
Capital
contrib
utions
by
other
equity
instrum
ent
holders
3.
Amount
of
share-b
ased
payment
s
credite
d to
owners
’
equity		 4,193,3
20.87		 4,193,320.
87		 4,193,320.87
4.
Others
(III)
Profit
distrib		 -118,749,
040.40		 -118,749,0
40.40		 -118,749,040.
40

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2020 ANNUAL REPORT

ution
1.
Withdra
wal of
surplus
reserve
2.
Withdra
wal of
general
risk
provisi
on
3.
Distrib
ution
to
owners
(or
shareho
lders)		 -118,749,
040.40		 -118,749,0
40.40		 -118,749,040.
40
4.
Others
(IV)
Interna
l
carry-f
orward
of
owners
’
equity
1.
Transfe
r of
capital
reserve

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2020 ANNUAL REPORT

to capital (or share capital ) 2. Transfe r of surplus reserve to capital (or share capital ) 3. Surplus reserve to cover loss 4. Changes in defined benefit plan carried forward to retaine d earning s 5.

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2020 ANNUAL REPORT

Carry-f
orward
of
other
compreh
ensive
income
to
retaine
d
earning
s
6.
Others
(V)
Special
reserve
1.
Withdra
wal for
the
current
period
2.
Utiliza
tion
for the
current
period
(VI)
Others		 -80,624
.11		 -80,624.11 72,090,11
4.48		 72,009,490.37
IV.
Balance
at the
end of
the
period		 201,116
,925.00		 837,034
,836.69		 12,653,905
.25		 -269,066.
13		 100,634,
780.00		 1,265,671
,865.63		 2,391,535,
435.94		 90,326,83
0.19		 2,481,862,266
.13

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2020 ANNUAL REPORT

Item 2019 2019
Equity attributable to owners of the parent company Minority
equity		 Total
equity
attributab
le to
owners
Paid-up
capital
(or share
capital)		 Other equity
instruments		 Capital
reserve		 Less:
Treasury
shares		 Other
comprehe
nsive
income		 Spec
ial
rese
rve		 Surplus
reserve		 Gener
al
risk
provi
sion		 Undistrib
uted
profit		 Oth
ers		 Sub-total
Prefer
ence
shares		 Perpe
tual
bonds		 Oth
ers
I.
Balance
at the
end of
last
year		 201,362,
300.00		 814,814,
724.28		 24,453,2
85.00		 -330,580
.47		 68,469,0
76.91		 634,448,2
28.13		 1,694,310,
463.85		 4,000,27
3.68		 1,698,310,
737.53
Add:
Changes
in
accounti
ng
policies
Cor
rection
for
previous
errors
Ent
erprise
merger
under
the same
control
Oth
ers
II. 201,362, 814,814, 24,453,2 -330,580 68,469,0 634,448,2 1,694,310, 4,000,27 1,698,310,

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2020 ANNUAL REPORT

Balance
at the
beginnin
g of the
year		 300.00 724.28 85.00 .47 76.91 28.13 463.85 3.68 737.53
III.
Increase
and
decrease
for the
period
(“-”
for
decrease
)		 -92,740.
00		 20,538,8
91.20		 -8,684,2
33.80		 117,952.
25		 32,165,7
03.09		 273,963,3
79.49		 335,377,41
9.83		 36,369,8
86.21		 371,747,30
6.04
(I)
Total
comprehe
nsive
income		 117,952.
25		 392,681,9
76.58		 392,799,92
8.83		 -26,313,
777.11		 366,486,15
1.72
(II)
Owner’s
contribu
tion and
capital
reductio
n		 -92,740.
00		 15,299,1
96.19		 -8,684,2
33.80		 23,890,689
.99		 21,085,2
73.44		 44,975,963
.43
1.
Ordinary
shares
contribu
ted by
the
owners		 -92,740.
00		 -1,564,9
59.80		 -8,684,2
33.80		 7,026,534.
00		 21,085,2
73.44		 28,111,807
.44
2.
Capital
contribu

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2020 ANNUAL REPORT

tions by
other
equity
instrume
nt
holders
3.
Amount
of
share-ba
sed
payments
credited
to
owners’
equity		 16,864,1
55.99		 16,864,155
.99		 16,864,155
.99
4.
Others
(III)
Profit
distribu
tion		 32,165,7
03.09		 -118,718,
597.09		 -86,552,89
4.00		 -86,552,89
4.00
1.
Withdraw
al of
surplus
reserve		 32,165,7
03.09		 -32,165,7
03.09
2.
Withdraw
al of
general
risk
provisio
n
3.
Distribu
tion to		 -86,552,8
94.00		 -86,552,89
4.00		 -86,552,89
4.00

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2020 ANNUAL REPORT

owners (or sharehol ders) 4. Others (IV) Internal carry-fo rward of owners’ equity 1. Transfer of capital reserve to capital (or share capital) 2. Transfer of surplus reserve to capital (or share capital) 3. Surplus reserve to cover loss

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2020 ANNUAL REPORT

  1. Changes in defined benefit plan carried forward to retained earnings 5. Carry-fo rward of other comprehe nsive income to retained earnings 6. Others (V) Special reserve 1. Withdraw al for the current period 2. Utilizat ion for the current

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2020 ANNUAL REPORT

period
(VI)
Others		 5,239,69
5.01		 5,239,695.
01		 41,598,3
89.88		 46,838,084
.89
IV.
Balance
at the
end of
the
period		 201,269,
560.00		 835,353,
615.48		 15,769,0
51.20		 -212,628
.22		 100,634,
780.00		 908,411,6
07.62		 2,029,687,
883.68		 40,370,1
59.89		 2,070,058,
043.57

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

Statements of Changes in Owners’ Equity of Parent Company January - December 2020

Unit: Yuan Currency: RMB

Item 2020
Paid-up
capital
(or share
capital)		 Other equity instruments Capital
reserve		 Less:
Treasury
shares		 Other
comprehe
nsive
income		 Special
reserve		 Surplus
reserve		 Undistri
buted
profit		 Total
equity
attributa
ble to
owners
Preferenc
e shares		 Perpetual
bonds		 Others
I. Balance at the end of
lastyear		 201,269,5
60.00		 834,592,1
33.74		 15,769,05
1.20		 100,634,
780.00		 778,293,
340.18		 1,899,020
,762.72
Add: Changes in accounting
policies
Correction for
previous errors
Others
II. Balance at the
beginningof theyear		 201,269,5
60.00		 834,592,1
33.74		 15,769,05
1.20		 100,634,
780.00		 778,293,
340.18		 1,899,020
,762.72
III. Increase and decrease
for the period (“-” for
decrease)		 -152,635.
00		 2,483,291
.58		 -3,115,14
5.95		 356,696,
503.11		 362,142,3
05.64
(I) Total comprehensive
income		 475,445,
543.51		 475,445,5
43.51
(II)Owner’s -152,635. -2,431,47 -3,115,14 531,035.4

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2020 ANNUAL REPORT

contribution and capital
reduction		 00 5.55 5.95 0
1. Ordinary shares
contributed bythe owners		 -152,635.
00		 -2,431,47
5.55		 -3,115,14
5.95		 531,035.4
0
2. Capital contributions
by other equity instrument
holders
3. Amount of share-based
payments credited to
owners’ equity
4. Others
(III) Profit distribution -118,749
,040.40		 -118,749,
040.40
1. Withdrawal of surplus
reserve
2. Distribution to owners
(or shareholders)		 -118,749
,040.40		 -118,749,
040.40
3. Others
(IV) Internal
carry-forward of owners’
equity
1. Transfer of capital
reserve to capital (or
share capital)
2. Transfer of surplus
reserve to capital (or
share capital)
3. Surplus reserve to
cover loss
4. Changes in defined
benefit plan carried
forward to retained
earnings
5. Carry-forward of other
comprehensive income to
retained earnings
6. Others

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2020 ANNUAL REPORT

(V)Special reserve
1. Withdrawal for the
currentperiod
2. Utilization for the
currentperiod
(VI) Others 4,914,767
.13		 4,914,767
.13
IV. Balance at the end of
theperiod		 201,116,9
25.00		 837,075,4
25.32		 12,653,90
5.25		 100,634,
780.00		 1,134,98
9,843.29		 2,261,163
,068.36
Item 2019
Paid-up
capital
(or share
capital)		 Other equity instruments Capital
reserve		 Less:
Treasury
shares		 Other
comprehe
nsive
income		 Special
reserve		 Surplus
reserve		 Undistri
buted
profit		 Total
equity
attributa
ble to
owners
Preferenc
e shares		 Perpetual
bonds		 Others
I. Balance at the end of
lastyear		 201,362,3
00.00		 814,053,2
42.54		 24,453,28
5.00		 68,469,0
76.91		 554,221,
692.12		 1,613,653
,026.57
Add: Changes in
accounting policies
Correction for
previous errors
Others
II. Balance at the
beginningof theyear		 201,362,3
00.00		 814,053,2
42.54		 24,453,28
5.00		 68,469,0
76.91		 554,221,
692.12		 1,613,653
,026.57
III. Increase and
decrease for the period
(“-” for decrease)		 -92,740.0
0		 20,538,89
1.20		 -8,684,23
3.80		 32,165,7
03.09		 224,071,
648.06		 285,367,7
36.15
(I) Total comprehensive
income		 342,790,
245.15		 342,790,2
45.15
(II) Owner’s
contribution and capital
reduction		 -92,740.0
0		 15,299,19
6.19		 -8,684,23
3.80		 23,890,68
9.99
1. Ordinary shares
contributed bythe owners		 -92,740.0
0		 -1,564,95
9.80		 -8,684,23
3.80		 7,026,534
.00

168 / 323

2020 ANNUAL REPORT

2. Capital contributions
by other equity
instrument holders
3. Amount of share-based
payments credited to
owners’ equity		 16,864,15
5.99		 16,864,15
5.99
4. Others
(III) Profit distribution 32,165,7
03.09		 -118,718
,597.09		 -86,552,8
94.00
1. Withdrawal of surplus
reserve		 32,165,7
03.09		 -32,165,
703.09
2. Distribution to owners
(or shareholders)		 -86,552,
894.00		 -86,552,8
94.00
3. Others
(IV) Internal
carry-forward of owners’
equity
1. Transfer of capital
reserve to capital (or
share capital)
2. Transfer of surplus
reserve to capital (or
share capital)
3. Surplus reserve to
cover loss
4. Changes in defined
benefit plan carried
forward to retained
earnings
5. Carry-forward of other
comprehensive income to
retained earnings
6. Others
(V)Special reserve
1. Withdrawal for the
currentperiod

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2020 ANNUAL REPORT

2. Utilization for the
currentperiod
(VI) Others 5,239,695
.01		 5,239,695
.01
IV. Balance at the end of
theperiod		 201,269,5
60.00		 834,592,1
33.74		 15,769,05
1.20		 100,634,
780.00		 778,293,
340.18		 1,899,020
,762.72

Legal Representative: Hou Juncheng CFO of the Company: Wang Li Head of the public accountant: Wang Li

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2020 ANNUAL REPORT

III General Information about the Company

1. Company profile

√ Applicable□ Not applicable

Proya Cosmetics Co., Ltd. (hereinafter referred to as “Company” or “the Company”),

formerly known as Proya (Huzhou) Cosmetics Co., Ltd., was registered in Wuxing Branch of Huzhou Municipal Administration for Industry and Commerce on 24 May 2006. The Company is headquartered in Hangzhou, Zhejiang Province. At present, the Company holds a business license with the unified social credit code of 91330100789665033F. The current registered capital is RMB 201,116,900, and the number of shares totals 201,116,925 (with a par value of RMB 1 per share). Among them, the number of restricted circulating shares is 747,425 (A-share), and the number of non-restricted circulating shares is 200,369,500 (A-share). The Company was listed on Shanghai Stock Exchange on 15 November 2017.

The Company is an enterprise of the beauty and personal careindustry, mainly engaged in the research and development, production and sales of cosmetics products. The main product is: cosmetics.

The financial statements were approved for external disclosure by the 19th meeting of the second session of the Board of Directors on 21 April 2021.

2. Scope of consolidated financial statements

√ Applicable□ Not applicable

The Company has incorporated 49 subsidiaries, including Hangzhou Proya Trade Co., Ltd., Anya (Huzhou) Cosmetics Co., Ltd., Zhejiang Meiligu Electronic Commerce Co., Ltd., Huzhou Chuangdai E-commerce Co., Ltd., Yueqing Laiya Trading Co., Ltd. and Hapsode (Hangzhou) Cosmetics Co., Ltd., into the consolidated financial statements of the Reporting Period. See “VIII. Change in Consolidation Scope” and “IX. Equity in Other Entities” in “Section XI Financial Report” of this report for details.

IV Preparation basis of financial statements

1. Preparation basis

The financial statements of the Company are prepared based on going concern.

2. Going concern

√ Applicable□ Not applicable

There are no matters or situations that may cause a major doubt in respect of the going-concern ability of the Company within 12 months since the end of the Reporting Period.

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V Significant accounting policies and accounting estimates

Notes to specific accounting policies and accounting estimates:

√ Applicable□ Not applicable

Refer to “44. Changes in significant accounting policies and accounting estimates” in “V. Significant accounting policies and accounting estimates” of “ Section XI Financial Report”.

1. Statement of compliance of accounting standards for business enterprises

The financial statements have been prepared by the Company in conformity with the China Accounting Standards for Business Enterprises, and present truly and completely the Company’s financial position, operating results, changes in shareholders' equity and cash flow and other related information.

2. Accounting period

The accounting period of the Company is from 1 January to 31 December of each calendar year.

3. Operating cycle

√ Applicable□ Not applicable

The operating cycle of the Company’s businesses is short; the Company adopts 12 months

as the liquidity classification criteria for assets and liabilities.

4. Reporting currency

The reporting currency of the Company is RMB.

5. Accounting treatments for enterprise merger under or not under common control

√ Applicable□ Not applicable

  1. Accounting treatments for enterprise merger under common control

The assets and liabilities acquired by the Company through enterprise merger are

measured at the carrying value of the acquiree in the consolidated financial statements

of the ultimate controlling party at the date of merger. The Company adjusts the capital reserve in accordance with the difference between the carrying value of the owner's equity of the acquiree in the final consolidated financial statements of the ultimate controlling party and the carrying value of the consideration paid for the merger or the total nominal value of the issued shares. If the capital reserve is insufficient to offset the difference, the retained earnings shall be adjusted.

  1. Accounting treatments for enterprise merger not under common control

Where the cost of merger is higher than the fair value proportion of the net identifiable assets acquired from the acquiree in the merger on the acquisition date, the Company recognizes such difference as goodwill. Where the combination cost is less than the fair value of the net identifiable assets acquired from the acquiree in the merger,

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2020 ANNUAL REPORT

the measurement of the obtained fair values of the acquiree’s identifiable assets, liabilities or contingent liabilities, as well as the combination cost shall be checked firstly; if the combination cost is still less than the fair value proportion of the net identifiable assets acquired from the acquiree in the merger after the recheck, the difference will be included in the current profit or loss.

6. Preparation of consolidated financial statements

√ Applicable□ Not applicable

The parent company incorporates all its subsidiaries under its control into the consolidation scope of the consolidated financial statements. The consolidated financial statements are based on the financial statements of the parent company and its subsidiaries, and prepared by the parent company in accordance with the Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements.

7. Classification of joint venture arrangement and accounting treatment for joint operation

√ Applicable□ Not applicable

  1. Jointly venture arrangement can be divided into joint operation and joint venture.

  2. When the Company is a joint venture party of joint operation, the following items that are related to the quantum of interest in joint operation are recognized:

  3. (1) Assets held alone, and recognize the jointly owned assets according to the holding

  4. shares;

(2) Liabilities undertaken alone, and jointly undertaken liabilities according to the holding shares;

(3) Income incurred from selling the Company's output share of joint operation;

(4) Income of joint operation incurred from selling assets according to the Company's share;

(5) Cost incurred alone; and cost incurred from joint operation according to the Company's share;

8. Determination of cash and cash equivalents

The cash listed in the cash flow statement refers to the cash on hand and deposits that are available for payment at any time. The cash equivalents refer to the short-term and highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

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9. Foreign currency transactions and translation of foreign-currency statements

√ Applicable□ Not applicable

  1. Translation of foreign currency transactions

Foreign currency transactions are translated into RMB at the approximate rate of spot rate on the transaction date during initial recognition. On the balance sheet date, the foreign currency monetary items are translated based on the spot rate on the balance sheet date. The exchange difference arising from the different exchange rate is included in the current profit or loss, except the exchange difference between the principal and interest of the foreign currency borrowed for meeting the capitalization requirements; the foreign currency non-monetary items measured at historical cost are also translated based on the approximate rate of the spot rate on the transaction date, and the RMB amount is not changed; the foreign currency non-monetary items measured at fair value are translated based on the spot rate on the determination date of the fair value, and the difference is included in the current profit or loss or other comprehensive income.

  1. Translation of foreign-currency financial statements

Assets and liabilities items in the balance sheet are translated at the spot rates prevailing at the balance sheet date. Owners’ equity items other than “undistributed profit” are translated at the spot rates on the transaction dates. Income and expense items in the income statement are translated at the approximate rates of the spot rates on the transaction dates. Any balance incurred from the translation of foreign-currency financial statements by the above method is included in other comprehensive income.

10. Financial instruments

√ Applicable□ Not applicable

  1. Classification of financial assets and financial liabilities

The financial assets are classified into the following three categories during initial recognition: (1) financial assets measured at amortized cost; (2) financial assets measured at fair value through other comprehensive income; (3) financial assets measured at fair value through current profit or loss.

The financial liabilities are classified into the following four categories during initial recognition: (1) financial liabilities measured at fair value through current profit or loss; (2) financial liabilities from failure of transfer of financial assets to meet the derecognition conditions or continued involvement in transferred financial assets; (3) loan commitments given at a rate lower than market interest rate, not belonging to the financial guarantee contracts mentioned in (1) or (2) above and not in the case

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described (1) above; (4) financial liabilities measured at amortized cost.

  1. Recognition basis, measurement method and derecognition conditions for financial assets and financial liabilities

(1) Recognition basis and initial measurement method for financial assets and financial liabilities

One financial assets or financial liabilities are recognized when the Company becomes one party of financial instrument contract. The financial assets and financial liabilities are measured at the fair value during initial recognition. For financial assets and financial liabilities measured at fair value through current profit or loss, relevant transaction expenses are directly included into the current profit or loss: for other kinds of financial assets or financial liabilities, relevant transaction expenses are included into the amount of initial recognition. However, where the accounts receivable initially recognized by the company do not include significant financing components or the subsidiary does not take into account the financing components in the contract for no more than one year, the initial measurement is made according to the transaction price defined in the Accounting Standards for Business Enterprises No. 14

– Revenue.

(2) Subsequent measurement method for financial assets

1) Financial assets measured at amortized cost

Such financial assets are subsequently measured at amortized cost by adopting the effective interest method. The gains and losses incurred by the financial assets measured at amortized cost but not belonging to any hedging relationship are included in the current profit or loss during derecognition, reclassification, amortization according to the effective interest method or impairment recognition.

2) Debt instrument investment at fair value through other comprehensive income

The method of subsequent measurement with the fair value is adopted. The interest, impairment losses or gains and exchange gains and losses based on effective interest method are included in the current profit or loss, and other gains or losses are included in other comprehensive income. When the recognition is terminated, the accumulated gains or losses previously included in other comprehensive income are transferred from other comprehensive income and included in the current profit or loss.

3) Equity instrument investment at fair value through other comprehensive income

The method of subsequent measurement with the fair value is adopted. The dividends obtained (except for the part of investment cost recovery) shall be included in the current

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profit or loss, and other gains or losses are included in other comprehensive income. When the recognition is terminated, the accumulated gains or losses previously included in other comprehensive income is transferred from other comprehensive income and included in retained earnings.

4) Financial assets measured at fair value through current profit or loss

The method of subsequent measurement with the fair value is adopted. The generated gains or losses (including interest and dividend income) are included in the current profit or loss, unless the financial assets belong to part of the hedging relationship.

(3) Subsequent measurement method for financial liabilities

1) Financial liabilities measured at fair value through current profit or loss

Such financial liabilities include the trading financial liabilities (including derivative instruments belonging to financial liabilities) and those designated as financial liabilities measured at fair value through current profit or loss. As for such financial liabilities, the method of subsequent measurement with the fair value is adopted. The fair value changes of financial liabilities measured at fair value through current profit or loss arising from the credit risk change of the Company are included into other comprehensive income, unless the wrong accounting distribution in the profit or loss will be caused or expanded by this. Other gains or losses (including interest, except the fair value changes arising from the credit risk change of the Company) shall be included in the current profit or loss, unless the financial liabilities belong to part of the hedging relationship. When the recognition is terminated, the accumulated gains or losses previously included in other comprehensive income is transferred from other comprehensive income and included in retained earnings.

2) Financial liabilities from failure of transfer of financial assets to meet the derecognition conditions or continued involvement in transferred financial assets

Measurement shall be performed in accordance with the Accounting Standards for Business Enterprises No. 23 - Transfer of Financial Assets.

3) Loan commitments given at a rate lower than market interest rate, not belonging to the financial guarantee contracts mentioned in 1) or 2) above and not in the case described in 1) above.

The subsequent measurement is made by the higher of the following two amounts after initial recognition: ① loss provisions determined according to regulations on impairment of financial instruments; ② balance of the initially recognized amount after deducting cumulative amortization recognized in accordance with the regulations set out in the

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Accounting Standards for Business Enterprises No. 14 – Revenue.

4) Financial liabilities measured at amortized cost

The effective interest method is adopted to measure at amortized cost. The gains and losses incurred by the financial liabilities measured at amortized cost but not belonging to any hedging relationship are included in the current profit or loss during derecognition, and amortization according to the effective interest method.

(4) Derecognition of financial assets and financial liabilities

1) Financial assets in conformity to one of the following conditions are derecognized: ① The contract right to collect cash flow for the financial asset has terminated;

② The financial assets have been transferred in accordance with the provisions for derecognition of financial assets in the Accounting Standards for Business Enterprises No. 23 - Transfer of Financial Assets.

2) When the present obligations under the financial liabilities (or part thereof) are released, such financial liabilities (or that part thereof) are derecognized.

  1. Recognition basis and measurement method for transfer of financial assets

If the Company has transferred almost all the risks and rewards related to the ownership of financial assets, the financial assets are derecognized, and the rights and obligations resulting from or retained in the transfer are separately recognized as the assets or liabilities; and in case that almost all the risks and rewards related to the ownership of the financial asset are retained, the recognition of the transferred financial asset is continued. In case of neither transfer nor retaining of almost all the risks and rewards related to the ownership of the financial asset, it will dealt with according to the following situations respectively: (1) if the control over the financial assets is not retained, the financial asset shall be derecognized, and the rights and obligations resulting from or retained in the transfer are separately recognized as the assets or liabilities; (2) if the control over the financial assets is retained, the relevant financial assets are recognized according to the degree of continued involvement in the transferred financial assets, and the relevant liabilities are recognized accordingly.

If the transfer of an entire financial asset satisfies the conditions for derecognition, the difference between the two amounts below shall be included in the current profit or loss: (1) Carrying value of the transferred financial assets at the date of derecognition; (2) The sum of consideration received for the transfer of financial assets, plus the corresponding derecognized portion of accumulated change in fair value

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previously included in other comprehensive income (in cases where the transferred financial assets are debt instrument investment at fair value through other comprehensive income). If partial transfer of financial assets is made and satisfies the conditions for derecognition, the overall carrying value before the transfer of financial assets is apportioned according to their respective relative fair value at the transfer date between the portion of derecognized part and the remaining part, and the difference between the two amounts below is included in the current profit or loss: (1) carrying value of the derecognized part; (2) the sum of consideration for the derecognized part, plus the corresponding derecognized part of accumulated change in fair value previously included in other comprehensive income (in cases where the transferred financial assets are debt instrument investment at fair value through other comprehensive income).

  1. Method of determining the fair values of financial assets and financial liabilities The Company adopts valuation techniques appropriate to the prevailing circumstances with the support of sufficient data and other information available, to determine the fair value of relevant financial assets and financial liabilities. The Company divides the inputs used by the estimation technique into the following levels and uses them in turn:

(1) The input value of the first level is the unadjusted quotation of the same assets or liabilities that can be obtained on the measurement date in the active market;

(2) The input value of the second level is the directly or indirectly observable input value of related assets or liabilities except the input value of the first level, including: the quotation of similar assets or liabilities in an active market; the quotation of the same or similar assets or liabilities in an inactive market; other observable input values other than quotation, such as the interest rate and yield curves that can be observed during the normal quotation intervals; and the input values for market validation;

(3) The third level input value is the unobservable input value of the related assets or liabilities, including interest rate that cannot be observed directly or cannot be verified according to observable market data, stock volatility, future cash flows of retirement obligations borne during the business merger, and financial forecasts based on its own data.

  1. Impairment of financial instruments

(1) Impairment measurement and accounting treatment of financial instruments Based on the expected credit loss, the Company carries out accounting treatment for impairment and recognizes the loss provision for the financial assets measured at

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amortized cost, the debt instrument investment measured at fair value through other comprehensive income, contract assets, lease receivables, loan commitment other than financial liabilities measured at fair value through current profit or loss, and the financial guarantee contracts of financial liabilities not measured at fair value through current profit or loss or financial liabilities not from failure of transfer of financial assets to meet the derecognition conditions or continued involvement in transferred financial assets.

Expected credit loss refers to the weighted average of credit losses of financial instruments on the weight of default risk. Credit loss refers to the balance between all contractual cash flows discounted according to the original effective interest rate and receivable under the contract by the Company and all cash flows as expected, i.e. the present value of all cash shortages. The purchased or underlying financial assets of the Company with credit impairment incurred shall be discounted according to their effective interest rate upon credit adjustment.

For the purchased or underlying financial assets with credit impairment incurred, only the accumulative changes in the expected credit loss in the whole duration after initial recognition shall be recognized by the Company as loss provision on the balance sheet date.

For the receivables and contract assets from transactions in accordance with the Accounting Standards for Business Enterprises No. 14 – Revenue, excluding significant financing components or without consideration, by the Company, to the financing components in the contract for no more than one year, the Company measures the loss provision according to the amount equal to the expected credit loss in the whole duration by applying simplified measurement method.

For the lease receivables as well as receivables and contract assets from transactions in accordance with the Accounting Standards for Business Enterprises No. 14 – Revenue, excluding significant financing components, the Company measures the loss provision according to the amount equal to the expected credit loss in the whole duration by applying simplified measurement method.

For financial assets other than above measurement methods, the Company shall, on each balance sheet date, assess whether their credit risk has increased significantly since initial recognition. If the credit risk has increased significantly since the initial recognition, the Company will measure the loss provision based on the amount of expected credit loss in the whole duration; if the credit risk has not significantly increased

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since the initial recognition, the Company will measure the loss provision based on the amount of expected credit loss for the financial instruments in the next 12 months. The Company determines whether the credit risk of financial instruments has increased significantly since initial recognition by utilizing the available, reasonable and well-grounded information, including forward-looking information, and comparing the default risks of the financial instruments on the balance sheet date and on the initial recognition date.

If the Company determines that the financial instruments bear a low credit risk on the balance sheet date, it assumes that the credit risk of the financial instruments has not increased significantly since initial recognition.

The Company evaluates the expected credit risk and measures the expected credit loss based on single financial instrument or portfolio of financial instruments. When based on the portfolio of financial instruments, the Company divides financial instruments into different portfolios on the basis of the common risk characteristics.

The Company re-measures the expected credit loss on each balance sheet date, and the increased or reversed amount of the loss provision arising therefrom, as losses or gains from impairment, shall be included in current profit or loss. For financial assets measured at amortized cost, the loss provision deducts the carrying value of the financial assets listed in the balance sheet; for the debt investment measured at fair value through other comprehensive income, the Company recognizes its loss provision in other comprehensive income without deducting the carrying value of the financial assets.

(2) Financial instruments for evaluating expected credit risk and measuring expected credit loss by portfolio

credit loss by portfolio
Item Basis for determining the
portfolio
Method for measurement of
expected credit loss
Other receivables -
account age combination		 Account age Calculating the expected
credit loss by the default
risk exposure and the
expected credit loss rate
in next 12 months or in the
whole duration by
referring to historical
experience in credit loss
and according to the
current situation and the
forecast on future
economic conditions

(3) Receivables and contract assets with expected credit loss measured by portfolio

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1) Portfolio details and method for measurement of expected credit loss

Item Basis for determining the
portfolio
Method for measurement of
expected credit loss
Receivables financing -
bank acceptance		 Bill type Calculating the expected
credit loss by the default
risk exposure and the
expected credit loss rate
by referring to historical
experience in credit loss
and according to the
current situation and the
forecast on future
economic conditions
Accounts receivable -
account age combination		 Account age Calculating the expected
credit loss by preparing
the comparison table
between account age of
accounts receivable and
expected credit loss rate
in the whole duration by
referring to historical
experience in credit loss
and according to the
current situation and the
forecast on future
economic conditions

2) Accounts receivable - Comparison between account age of account age portfolio and

expected credit loss rate in the whole duration

expected credit loss rate in the whole duration
Account age Accounts receivable
Expected credit loss rate(%)
Within 1 year (inclusive, same for
below)		 5
1-2 years 30
2-3 years 50
Above 3 years 100

6. Offset of financial assets and financial liabilities

The financial assets and financial liabilities are listed in the balance sheet respectively without offsetting. However, when the following conditions are met, the financial assets and liabilities are presented at the net amount after mutual offset in the balance sheet. (1) the Company has the legal right of offsetting the recognized amount and such legal right is currently executable; (2) the Company plans to settle by net amount

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or simultaneously realize the financial assets and clear off the financial liabilities.

When the financial assets that do not meet the derecognition conditions are transferred, the Company does not offset the transferred financial assets with the relevant liabilities.

11. Notes receivable

Determination and accounting treatment of the expected credit loss of notes receivable □ Applicable√ Not applicable

12. Accounts receivable

Determination and accounting treatment of the expected credit loss of accounts receivable

√ Applicable□ Not applicable

See IV “10. Financial instruments” in “Section XI Financial Report” of this report for details

13. Receivables financing

  • √ Applicable□ Not applicable

See IV “10. Financial instruments” in “Section XI Financial Report” of this report for details

14. Other receivables

Determination and accounting treatment of the expected credit loss of other receivables

√ Applicable□ Not applicable

See IV “10. Financial instruments” in “Section XI Financial Report” of this report for details.

15. Inventories

  • √ Applicable□ Not applicable

  • Classification of inventories

Inventories include finished goods or commodities for sale in daily routines, goods in process during the production, materials consumed during production or rendering of service.

  1. Valuation method for delivered inventories

Moving weighted average method is adopted for delivered inventories.

  1. Basis for the determination of net realizable value of inventories

On the balance sheet date, the inventories shall be measured on the basis of the lower

one between the cost and net realizable value, and the inventory falling price reserve shall be withdrawn in accordance with the difference between the single inventory cost and the net realizable value. The net realizable value of inventories directly for sale

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is determined by the amount of the estimated selling price after subtracting the estimated selling expenses and relevant taxes during the normal production and operation; the net realizable value of inventories required to be processed is determined by the amount of the estimated selling price of the finished products after subtracting the estimated cost by the end of processing, the estimated selling expenses and relevant taxes during the normal production and operation. On the balance sheet date, the net realizable value is determined separately for the two parts of the same inventory with or without contract price, and is compared with the relevant costs to separately determine the amount withdrawn or reversed for inventory falling price reserve.

  1. Inventory system

The inventory system is the perpetual inventory system.

  1. Amortization of low-value consumables and packaging materials

  2. (1) Low-value consumables

Amortization is performed by the one-off write-off method.

  • (2) Packaging materials

Amortization is performed by the one-off write-off method.

16. Contract assets

  • (1).Recognition methods and standards of contract assets

√ Applicable□ Not applicable

The rights of the Company to collect consideration from the customer unconditionally

(i.e. only depending on time) are presented as receivables; the rights (depend on other factors than time) to collect consideration for transferring goods to the customer are presented as contract assets.

  • (2).Determination and accounting treatment of the expected credit loss of contract assets

  • Applicable√ Not applicable

17. Held-for-sale assets

□ Applicable√ Not applicable

18. Debt investment

  • (1).Determination and accounting treatment of the expected credit loss of debt investment

□ Applicable√ Not applicable

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19. Other debt investments

  • (1).Determination and accounting treatment of the expected credit loss of other debt investments

  • Applicable√ Not applicable

20. Long-term receivables

  • (1).Determination and accounting treatment of the expected credit loss of long-term receivables

  • Applicable√ Not applicable

21. Long-term equity investment

√ Applicable□ Not applicable

  1. Joint control or significant influence criterion

Joint control is the contractually agreed sharing of control of an arrangement, and exists only when decisions about the relevant activities of the arrangement require the unanimous consent of the parties sharing control. Significant influence refers to the power to participate in the decision-making process on the financial and operating policies of the investee, but not power to control or jointly control the formulation of such policies with other parties.

  1. Determination of investment cost

(1) For enterprise merger under common control: where the merging party pays cash, transfers non-cash assets, bears debts or issues equity securities as consideration of merger, the initial investment cost is the share with reference to the carrying value of the owners’ equity of the acquiree in the consolidated financial statements of the ultimate controlling party on the date of merger. The difference between the initial investment cost of long-term equity investment and the carrying value of the consideration paid for the merger or total nominal value of the issued shares is adjusted to capital reserve. If the capital reserve is not sufficient to offset the difference, the retained earnings are adjusted.

The Company judges whether the item is a "package deal” via long-term equity investment formed by enterprise merger under common control through multiple transactions. For “ package deal”, multiple deals are subject to accounting treatment as one deal that has acquired control right. For items that do not belong to the “package deal”, the initial investment cost is determined on the basis of the share with reference to the carrying value of the net asset of the acquiree in the consolidated financial statements of the ultimate controlling party on the date of merger. The difference between initial investment cost of long-term equity investment at the date

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of merger and the carrying amount of long-term equity investment before merger and the sum of carrying value of newly paid consideration for additional shares acquired on the date of merger is to adjust capital reserve. If the balance of capital reserve is insufficient to offset the difference, the retained earnings are adjusted.

(2) For the business merger not under common control, the fair value of consideration paid for merger is regarded as the initial investment cost on the acquisition date.

For the long-term equity investment achieved by the Company via business merger not under common control through several transactions, the relevant accounting treatment is based on individual financial statement or consolidated financial statements:

1) In individual financial statements, the initial investment cost when changing to the cost method is the sum of the carrying value of the equity investment originally held and the newly increased investment cost.

2) In the consolidated financial statements, the item is determined whether it is a “ package deal”. For “ package deal ”, multiple deals are subject to accounting treatment as one deal that has acquired control right. For items that do not belong to the “ package deal”, the equity of the acquiree held before the acquisition date is re-measured at the fair value of this equity on the acquisition date, and the difference between the fair value and its carrying value is included in the current investment income; if the equity of the acquiree held before the acquisition date is related to other comprehensive income under the equity method, the other related comprehensive income is converted into the current income on the acquisition date, excluding the other comprehensive income derived from changes of net liabilities or net assets due to re-measurement on defined benefit plan by the investee.

(3) For cases other than business merger: If it is obtained through paying cash, the initial investment cost shall be the actual payment; if it is obtained through issuing equity securities, the initial investment cost is the fair value of the equity securities; if it is obtained through debt restructuring, the initial investment cost is determined based on the Accounting Standards for Business Enterprises No. 12 - Debt Restructuring; if it is obtained through the exchange of non-monetary assets, the initial investment cost is determined based on the Accounting Standards for Business Enterprises No. 7 - Exchange of Non-monetary Assets.

  1. Subsequent measurement and recognition of profit or loss

For long-term equity investment controlled by the investee, cost method is adopted for accounting; for the long-term equity investment of associates and joint ventures,

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equity method is adopted for accounting.

  1. Treatment methods for loss of control upon a stepwise disposal of investment to

subsidiaries through multiple transactions

(1) Individual financial statements

For disposal of equity, the difference between the carrying value and the consideration actually received is included in the current profit or loss. The accounting of residual equity is completed by equity method in case of significant influence on the investee or implementation of joint control with other parties; but in case of no control, joint control or significant influence on the investee, the accounting of residual equity must comply with the relevant provisions of the Accounting Standards for Business Enterprises No.22 - Recognition and Measurement of Financial Instruments.

(2) Consolidated financial statements

1) Loss of control upon stepwise disposal of investment to subsidiaries through multiple transactions, not belonging to “package deal”

Before losing the control, for the difference between the price of disposal and the subsidiary’s net assets entitled from the disposal of long-term equity investment cumulatively calculated from the acquisition date or the date of merger, the capital reserve (capital premium) is adjusted. If the capital premium is insufficient to offset the difference, the retained earnings are adjusted.

When control over the original subsidiary is lost, the remaining equity is remeasured at fair value as at the date on which the control is lost. The difference between the sum of the consideration received from equity disposal and the fair value of the remaining equity and the net assets of the original subsidiary proportionate to the original shareholding accumulated from the date of acquisition or merger is included in investment gains of the period during which the control is lost, and meanwhile, the goodwill is offset. Other comprehensive income related to the equity investment in the original subsidiary is transferred to investment gains of the period during which the control is lost.

2) Loss of control upon stepwise disposal of investment to subsidiaries through multiple transactions, belonging to “package deal” 

All transactions are regarded as one transaction disposing the
subsidiaries and losing the control right for accounting treatment. However,
the difference between the amount received each time for disposal before
the control is lost and the net assets of such subsidiary corresponding
to the disposal of investment is recognized as other comprehensive income
in the consolidated financial statements, and is transferred to profit or

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loss of the period during which the control is lost upon loss of control.

22. Investment real estate

  • (1).In case of cost measurement model:

Depreciation or amortization method

  1. The investment real estate includes leased land use right, land use right held

for transfer upon appreciation, and rental building.

  1. Cost method is employed for initial measurement of investment real estate, and cost model for subsequent measurement; depreciation or amortization shall be withdrawn using the same method as that for fixed assets and intangible assets.

23. Fixed assets

  • (1).Conditions for recognition

√ Applicable□ Not applicable

Fixed assets are tangible assets that are held for use in the production or supply

of goods or services, for rental to others, or for administrative purposes; and have a useful life of more than one accounting year. The fixed assets are recognized when following conditions are satisfied at the same time: the economic benefits are likely to inflow to the Company; the costs of such fixed assets can be measured reliably.

(2).Method for depreciation

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Category Method for
depreciation		 Useful lives of
depreciation
(year)		 Residual value Annual
depreciation
rate
Property and
buildings		 Straight-line
method		 10 or 30 5% 9.50% or 3.17%
General
equipment		 Straight-line
method		 3-10 5% 31.67%-9.50%
Dedicated
equipment		 Straight-line
method		 5-10 5% 19.00%-9.50%
Means of
transportation		 Straight-line
method		 5 5% 19.00%
  • (3).Recognition basis, valuation and depreciation method of fixed assets under finance lease

□ Applicable√ Not applicable

24. Construction in progress

√ Applicable□ Not applicable

  1. The construction in progress is recognized when following conditions are satisfied

at the same time: the economic benefits are likely to inflow to the Company; the costs

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of such construction in progress can be measured reliably. Construction in progress is measured at the actual cost incurred to make the assets ready for their intended use.

  1. Construction in progress is transferred to fixed assets at the actual cost when it reaches the expected condition for service. When construction in progress has achieved serviceable conditions but final settlement has not been finished yet, it is first transferred to fixed assets as per estimated value. After final settlement is finished, the estimated value is adjusted based on actual cost, but the depreciated amount will not be adjusted.

25. Borrowing costs

√ Applicable□ Not applicable

  1. Criteria for recognition of capitalized borrowing costs

For borrowing costs incurred by the Company that are directly attributable to the acquisition and construction or production of assets qualified for capitalization, the costs will be capitalized and included in the costs of the related assets. Other borrowing costs shall be recognized as expense in the period in which they incur and are included in the current profit or loss.

  1. Capitalization period of borrowing costs

(1) Capitalization of borrowing costs begins when the following three conditions are fully satisfied: 1) expenditures for the assets have been incurred; 2) borrowing costs have been incurred; 3) acquisition and construction or production that are necessary to enable the assets reach the intended usable or saleable conditions have commenced.

(2) Where abnormal interruption of the assets eligible for capitalization occurs during the acquisition and construction or production process and such interruption has lasted for more than 3 consecutive months, the capitalization of borrowing costs is suspended; the borrowing costs during the interruption are recognized as current expenses till resumption of purchasing or production of the assets.

(3) Capitalization of borrowing costs is suspended during periods in which the qualifying asset under acquisition and construction or production is ready for the intended use or sale.

  1. Capitalization rate and amount of borrowing costs

In case of special borrowing for the acquisition and construction or production of assets meeting the capitalization conditions, interest amount to be capitalized is recognized after deducting the bank interests for the unused portion or the investment income for temporary investment from the interest costs (including recognized

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depreciation or amortization of premium under effective interest method) actually incurred in the current period of specific borrowing; for general borrowing occupied for the acquisition and construction or production of assets meeting the capitalization conditions, the interest amount to be capitalized shall be determined by the result obtained by multiplying the capitalization rate of occupied general borrowing with the weighted average value of the asset expenditure for the accumulated expenditure exceeding the specific borrowing portion.

26. Biological assets

□ Applicable√ Not applicable

27. Oil and gas assets

□ Applicable√ Not applicable

28. Right-of-use assets

□ Applicable√ Not applicable

29. Intangible assets

(1).Valuation method, useful life and impairment test

√ Applicable□ Not applicable

  1. Intangible assets, including land use rights, patent rights and non-patented

technologies, are measured at the cost.

  1. Amortization for the intangible assets with limited useful life is reasonably performed in the expected realization pattern according to economic benefits related to the intangible assets within its useful life; if the expected realization pattern cannot be reliably determined, the straight-line method shall be adopted for amortization. The specific year information are shown as below:
Item Amortization period
(year)
Land use rights 40 or 50
Unpatented
technology		 5
Office software 3-10
Patent right 5
Customer resources 3
Trademark right 10

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(2).Accounting policy regarding the expenditure on the internal research and development √ Applicable□ Not applicable

Expenses incurred during the research phase of the internal research and development projects are included in the current profit or loss. Expenses in the development phase are recognized as intangible assets when all of the following conditions are satisfied: (1) It is technically feasible to complete the intangible assets so that it will be available for use or sale; (2) there is an intention to complete the intangible assets for use or sale; (3) the intangible assets can produce economic benefits, including there is evidence that the products produced using the intangible assets has a market or the intangible assets itself has a market; if the intangible assets is for internal use, there is evidence that there exists usage for the intangible assets; (4) there is sufficient support in terms of technology, financial resources and other resources in order to complete the development of the intangible assets, and there is capability to use or sell the intangible assets; (5) the expenses attributable to the development phase of the intangible assets can be measured reliably.

30. Impairment of long-term assets

√ Applicable□ Not applicable

For such long-term assets as long-term equity investment, investment real estate measured by the cost model, fixed assets, construction in progress and intangible assets with limited useful life, in case that there are signs indicating impairment on the balance sheet date, the recoverable amount shall be estimated. Whether there is a sign of impairment or not, the goodwill acquired in the enterprise merger and intangible assets with indefinite useful life is tested for impairment each year. The impairment test on goodwill is carried out in combination with its related asset group or asset group portfolio. 

In case the recoverable amount of the above long-term assets is less
than its carrying value, the provision for asset impairment is recognized
according to its differences and included into current profit or loss.

31. Long-term prepaid expenses

√ Applicable□ Not applicable

The long-term prepaid expenses involve all expenses already paid with amortization period of more than 1 year (excluding 1 year). Long-term prepaid expenses are entered in an account at the actual amounts, and are amortized by even amortization within the benefit period or prescribed amortization period. If the long-term deferred expenses

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cannot provide benefit to the future accounting period, then all of the amortized value of the unamortized long-term deferred expenses are transferred into the current profit or loss.

32. Contract liabilities

(1).Recognition method of contract liabilities

√ Applicable□ Not applicable

The Company recognizes the obligation to transfer goods to customers
for the consideration received or receivable from the customers as contract
liabilities.

33. Employee remuneration

(1).Accounting treatment for short-term remuneration

√ Applicable□ Not applicable

During the accounting period when employees provide service for the company, the short-term remuneration actually incurred will be recognized as liabilities, and will be included in the current profit or loss or the costs of the related assets.

(2).Accounting treatment for post-employment benefits

√ Applicable□ Not applicable

Post-employment benefits are divided into the defined contribution plan and defined benefit plan.

(1) During the accounting period when employees provide service for the Company, the amounted to be deposited as calculated according to the defined contribution plan shall be recognized as liabilities, and will be included in the current profit or loss or the costs of the related assets.

(2) The accounting treatment for the defined benefit plan generally comprises the following steps:

1) According to the expected cumulative benefit unit method, the demographic variables, financial variables, etc. shall be estimated through unbiased and mutually consistent actuarial assumption, so as to measure the obligations arising from the defined benefit plan and determine the period of relevant obligations. In addition, the obligation generated from the defined benefit plan shall be discounted, so as to determine the present value of defined benefit plan obligation and current service cost;

2) In case of assets in the defined benefit plan, the deficit or surplus generated from the present value of obligations of the defined benefit plan minus the fair value of the assets of defined benefit plan is recognized as net liabilities or net assets in

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the defined benefit plan. When the defined benefit plan has surplus, the net assets of the defined benefit plan are measured at the lower of the surplus of defined benefit plan and the upper limit of the assets;

3) At the end of the period, the employee remuneration costs generated by the defined benefit plan are recognized as three parts, i.e., service costs, net interest of the net liabilities or net assets of the defined benefit plan, and the changes generated by re-measurement of the net liabilities or net assets of the defined benefit plan, in which the service costs and the net interest of the net liabilities or net assets of the defined benefit plan are included in current profit or loss or the costs of the related assets, and the changes generated by re-measurement of the net liabilities or net assets of the defined benefit plan are included in other comprehensive income, and cannot be reversed to profit or loss in the subsequent accounting period. However, the amount recognized in other comprehensive income can be transferred within the equity scope.

(3).Accounting treatment methods of termination benefits

√ Applicable□ Not applicable

If termination benefits are provided to employees, the employee remuneration liabilities arising from the termination benefits are recognized on the earlier date of the following and included in the current profit or loss: (1) when the Company cannot unilaterally withdraw the termination benefits provided due to termination of labor relation plan or layoff proposal; (2) when the Company recognizes the cost or expenses related to the restructuring involving payment of termination benefits.

(4).Accounting treatment for other long-term employees’ benefits

√ Applicable□ Not applicable

Other long-term employee benefits satisfying the conditions in the defined contribution plan are treated in accounting as stipulated in the defined contribution plan; and other long-term benefits beyond that are treated in accounting as stipulated in the defined benefit plan. In order to simplify related accounting treatment, the generated employee remuneration costs are recognized as the service cost. The total net amount of item composed of the net interest of net liabilities or net assets of other long-term employee benefits and the changes generated from re-measuring net liabilities or net assets of other long-term employee benefits is included in the current profit or loss or the costs of the related assets.

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34. Lease liabilities

□ Applicable√ Not applicable

35. Estimated liabilities

√ Applicable□ Not applicable

  1. The obligations imposed by contingencies, such as providing external guarantee, lawsuits, product quality assurance and onerous contract, become the current obligations assumed by the Company, which are determined by the Company as estimated liabilities when their performance is very likely to result in economic benefit outflow from the Company and their amount can be measured reliably.

  2. The estimated liabilities are initially measured by the Company based on the optimal estimate to be paid for performing relevant current obligations and their carrying value are reviewed on the balance sheet date.

36. Share-based payments

√ Applicable□ Not applicable

  1. Types of share-based payments

There are equity-settled and cash-settled share-based payments.

  1. Relevant accounting treatment of implementing, modifying and terminating the

share-based payment schedule

  • (1) Equity-settled share-based payments

These equity-settled share-based payments vested immediately after the grant date and exchanged for employee services shall be included in relevant costs or expenses as per the fair value of the equity instruments on the grant date, and the capital reserve shall be adjusted accordingly. For the equity-settled share-based payments that are vested only after the services within the waiting period are completed or the specified performance conditions are satisfied and that are exchanged for employee services, the services acquired in the current period are included in relevant costs or expenses as per the fair value of the equity instruments on the grant date based on the optimal estimate of the number of vesting equity instruments on each balance sheet date within the waiting period, and the capital reserve is adjusted accordingly.

The equity-settled share-based payments exchanged for services of other parties are measured as per the fair value of the services of other parties on the date of acquiring if its reliable measurement is possible, and as per the fair value of the equity instruments on the date of acquiring the services if the reliable measurement of the fair value of the services of other parties is impossible, but that of the equity instruments

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is possible, they are included in relevant costs or expenses, and the owner’s equity is increased accordingly.

(2) Cash-settled share-based payments

These cash-settled share-based payments vested immediately after the grant date and exchanged for employee services shall be included in relevant costs or expenses as per the fair value of the liabilities assumed by the Company on the grant date, and the liabilities shall be increased accordingly. For these cash-settled share-based payments that are vested only after the services within the waiting period are completed or the specified performance conditions are satisfied and that are exchanged for employee services, the services acquired in the current period shall be included in relevant costs or expenses and corresponding liabilities as per the fair value of the liabilities assumed by the Company based on the optimal estimate of the vesting conditions on each balance sheet date within the waiting period.

(3) Modifying and terminating the share-based payment schedule

If the fair value of the granted equity instruments is increased, the Company recognizes the increase of the acquired services according to the fair value of the equity instruments. If the number of the granted equity instruments is increased, the Company recognizes the increased fair value of the equity instruments as the increase of the acquired services accordingly. If the Company modifies the vesting conditions in a way favorable to employees, the Company considers the modified vesting conditions when dealing with the vesting conditions.

If the fair value of the granted equity instruments is decreased, the Company continues to recognize the amount of the acquired services according to the fair value of the equity instruments on the grant date, without taking into account the decrease of the fair value of the equity instruments. If the number of the granted equity instruments is decreased, the Company treats the decreased part as cancellation of the granted equity instruments. If the Company modifies the vesting conditions in a way unfavorable to employees, the Company will not consider the modified vesting conditions when dealing with the vesting conditions.

If the Company cancels or settles the granted equity instruments within the waiting period (other than the cancellation arising from failure to meet the vesting conditions), the cancellation or settlement is regarded as accelerated vesting treatment to immediately recognize the amount that should be recognized within the remaining waiting period.

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37. Preferred shares, perpetual bonds and other financial instruments

□ Applicable√ Not applicable

38. Revenue

  • (1).Accounting policy applied for revenue recognition and measurement

√ Applicable□ Not applicable

  1. Revenue recognition principle

The Company shall, on the commencement date of the contract, evaluate the contract, identify the individual performance obligations provided in the contract and determine whether to perform them within a period or at a time point.

The performance obligations shall be deemed to perform within a period if one of the following conditions is satisfied, otherwise, at a time point: (1) The customer acquires and consumes the economic benefits brought by the Company’s performance while the Company is performing its obligations; (2) the customer is capable to control the commodities under creation during the Company’s performance; (3) the commodities produced during the Company’s performance have irreplaceable purpose and the Company has the right to collect the amounts for the performance part already completed to date within the whole contract term.

For the obligations performed within a period, the Company shall recognize the revenue according to the performance progress in that period. If the performance progress cannot be determined in a reasonable way, but the incurred costs are expected to be reimbursed, the revenue shall be recognized according to the incurred amount of costs until the performance progress can be determined in a reasonable way. For the obligations performed at a time point, the revenue shall be recognized at the time of the customer’s acquiring the control of related commodities or services. The Company shall take into account the following when judging whether the customer has acquired the commodity control: (1) The Company has the current right for collection, namely the customer has the current obligation for payment with respect to the commodity; (2) the Company has transferred the legal title of the commodity to the customer, namely the customer has acquired the same; (3) the Company has transferred the physical commodity to the customer, namely the customer has physical possession of the commodity; (4) the Company has passed the main risks and return on the commodity’s title to the customer, namely the customer has acquired the same; (5) the customer has accepted the commodity; and (6) there are other signs indicating that the customer has acquired the commodity control.

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2. Revenue measurement principle

(1) The Company shall measure the revenue according to the transaction price apportioned to the individual performance obligations. The transaction price refers to the consideration amount of which the Company is expected to have right for collection due to transfer of commodities or services to the customer, excluding the amounts charged on behalf of the third party and expected to refund to the customer.

(2) In case of variable consideration in the contract, the Company shall determine the optimal estimate of the variable consideration according to the expected value or the amount most likely to incur, while the transaction price including the variable consideration shall not exceed the amount under the circumstance where the accumulatively recognized revenue will not be highly likely to suffer major reversal when relevant uncertainties are eliminated.

(3) In case of major financing composition in the contract, the Company shall determine the transaction price according to the payable amount assumed to be paid by the customer in cash immediately after he acquires the control of the commodities or services. The difference between the transaction price and the contract consideration shall be amortized by the effective interest method within the contract term. If the Company expects, on the commencement date of the contract, that the interval between the customer’s acquisition of the control of the commodities or services and its payment is not more than one year, the major financing composition in the contract shall not be taken into account.

(4) In case of two or more performance obligations in the contract, the Company shall, on the commencement date of the contract, apportion the transaction price to the individual performance obligations according to the relative proportion of the individual sales price of the commodities undertaken as per the individual performance obligations.

(2).Difference in accounting policy for revenue recognition resulting from different business models for similar businesses

√ Applicable□ Not applicable

The Company sells cosmetics. It has different sales models classified as distribution, direct selling and sales on commission.

(1) Distribution

The sales revenue shall be recognized after the Company delivers the products to the buyer according to the provisions of the contract and the buyer accepts the same.

  • (2) Direct selling

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The sales revenue shall be recognized after the Company delivers the commodities to the consumer, and the consumer confirms receipt and makes payment.

  • (3) Sales on commission

The sales revenue shall be recognized after the Company delivers the products to the commissioned party according to the provisions of the contract and the commissioned party provides the list of sales on commission to the Company upon selling the products to others.

39. Contract cost

√ Applicable□ Not applicable

The assets associated with the contract cost include the contract acquisition cost and contract performance cost.

The incremental cost incurred by the Company for acquiring the contract that is expected to be recoverable, as the contract acquisition cost, shall be recognized as an asset. If the amortization period of the contract acquisition cost is no more than one year, it shall be directly included in the current profit or loss at the time of incurrence.

The cost incurred by the Company for performing the contract that falls out of the standard scope of relevant criteria for stock, fixed assets or intangible assets and that satisfies the following conditions, as the contract performance cost, shall be recognized as an asset:

  1. The cost is directly related to one contract acquired currently or as expected, including direct labor, direct materials and manufacturing expenses (or similar), costs expressly borne by the customer and other costs incurred solely in connection with the contract;

  2. The cost increases the resources for the Company to perform its obligations in the future;

  3. The cost is expected to be recoverable.

The Company shall amortize the assets related to the contract cost on the same basis as for recognizing the revenue of the commodities or services in connection with the assets and include the same in the current profit or loss.

If the carrying value of the assets related to the contract cost is more than the surplus consideration expected to be acquired for transferring the commodities or services in connection with the assets minus the cost expected to incur, the Company shall make the provision for impairment against the exceeding part and recognize it as the assets impairment loss. If any changes in the factors for impairment in previous periods make

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the surplus consideration expected to be acquired for transferring the commodities or services in connection with the assets minus the cost expected to incur higher than the carrying value of the assets, the provision for assets impairment made originally shall be reversed and included in the current profit or loss, provided that the reversed carrying value of the assets is no more than that on the reversal date without making the provision for impairment.

40. Government grant

√ Applicable□ Not applicable

  1. Government grants are recognized when all of the following conditions are satisfied: (1) The Company is able to meet the conditions attached to the government grants; (2) the Company is able to receive the government grants. In case of government grants as monetary assets, they shall be measured as per the amount received or receivable. In case of government grants as non-monetary assets, they shall be measured as per the fair value; in case that the fair value cannot be acquired in a reliable way, they shall be measured as per the nominal amount.

  2. Basis of determination and accounting treatment method for government grants

related to assets

These government grants that are used for purchasing and constructing or otherwise forming long-term assets as specified in government documents are classified as government grants related to assets. In case of no provision in government documents, the government grants shall be determined on the basis of the essential condition required for obtaining the grants, and shall be considered as related to assets if the essential condition is purchasing and constructing or otherwise forming long-term assets. The government grants related to assets shall offset the carrying value of relevant assets or be recognized as deferred income. If the government grants related to assets are recognized as deferred income, they shall be included in the profit and loss in a reasonable and systematic way within the useful life of relevant assets. The government grants measured as per the nominal amount shall be directly included in the current profit or loss. If related assets are sold, transferred, scrapped or damaged before the end of their useful life, related deferred income balance unallocated shall be transferred into the profit and loss in the current period of assets disposal.

  1. Basis of determination and accounting treatment method for government grants related to income

The government grants other than those related to assets are classified as government

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grants related to income. If it is difficult to distinguish whether the government grants containing both the part related to assets and the part related to income are related to assets or income, they shall be entirely classified as the government grants related to income. The government grants related to income that are used for compensation for relevant costs or losses in subsequent periods shall be recognized as deferred income, and included in the current profit or loss or offset relevant costs in the period in which relevant costs or losses are recognized; those used for compensation for relevant costs or losses that have incurred shall be directly included in the current profit or loss or offset relevant costs.

  1. The government grants related to daily business activities of the Company shall be included in other incomes or offset relevant costs according to the nature of the economic business. The government grants unrelated to the daily activities of the Company shall be included in non-operating income and expenses.

41. Deferred income tax assets/liabilities

√ Applicable□ Not applicable

  1. According to the difference between the carrying value of the assets and liabilities and their tax basis (if the tax basis of the items recognized not as assets and liabilities can be determined according to the provisions of the tax law, the difference between that tax basis and their physical count quantity), the deferred income tax assets or liabilities shall be calculated and recognized according to the tax rate applicable in the period where it is expected to recover the assets or liquidate the liabilities.

  2. Deferred income tax assets are recognized to the extent that it is very likely to obtain the taxable income to deduct the deductible temporary differences. If on the balance sheet date, there are conclusive evidences proving that it is very likely to obtain sufficient taxable income in future periods to deduct the deductible temporary differences, the deferred income tax assets not recognized yet in previous accounting periods shall be recognized.

  3. If the carrying value of the deferred income tax assets is reviewed on the balance sheet date and it is very likely to not obtain sufficient taxable income in future periods to deduct their benefits, the carrying value of the deferred income tax assets shall be written down. When it is very likely to obtain sufficient taxable income, the amount written down shall be reversed.

  4. The current income tax and deferred income tax of the Company are included in the

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current profit or loss as the income tax expense or income, except for the income tax arising from the following circumstances: (1) Business merger; (2) transaction or matters recognized directly in the owner’s equity.

42. Lease

  • (1).Accounting treatment method of operating lease

  • √ Applicable□ Not applicable

If the Company is the lessee, the rent is included in relevant asset cost or recognized

as the current profit or loss according to the straight-line method during each period of the lease term, and the initial direct expenses incurred are directly included in the current profit or loss. The contingent rent is included in the current profit or loss at the time of actually incurring.

If the Company is the lessor, the rent is recognized as the current profit or loss according to the straight-line method during each period of the lease term, and the initial direct expenses incurred are directly included in the current profit or loss, except for the large amount which is capitalized and included in the profit and loss in stages. The contingent rent is included in the current profit or loss at the time of actually incurring.

(2).Accounting treatment method of financing lease

□ Applicable√ Not applicable

  • (3).Determination method and accounting treatment method of lease under new lease standards

  • Applicable√ Not applicable

43. Other significant accounting policies and accounting estimates

  • Applicable√ Not applicable

44. Changes in significant accounting policies and accounting estimates

  • (1).Changes in significant accounting policies

√ Applicable□ Not applicable

Contents and reasons of
changes in accounting
policies		 Review and approval
procedure		 Remarks (name and amount of
report items affected
materially)
The Company has implemented
the revised Accounting
Standards for Business
Enterprises No. 14 - Revenue
of the Ministry of Finance
(hereinafter referred to as


For Resolutions at the 12
th
meeting of the Second Session
of the Board of Directors in
2020, refer to Company Notice
No.: 2020-012


In accordance with the
link-up rules for relevant
new and old standards, the
information in the
comparable periods shall not
be adjusted,and the

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“new revenue standards”)
since 1 January 2020.		 cumulative effects of
implementing the new
standards on the first
implementation date shall be
used for retroactive
adjustment of the retained
earnings at the beginning of
the Reporting Period as well
as the amount of other
related items in the
financial statements. See
“other particulars” below
for details.

Other particulars

  1. The major impact of the implementation of new revenue standards on the

Company's financial statements on 1 January 2020 is as follows:

Item Balance sheet
31 December 2019 Impact from
adjustment of new
revenue standards		 1 January 2020
Other current
assets		 11,723,268.59 7,122,566.88
18,845,835.47
Accounts received
in advance		 40,913,490.55 -40,913,490.55
Contract
liabilities		 50,216,613.89
50,216,613.89
Other current
liabilities		 1,948,803.22
1,948,803.22
Estimated
liabilities		 10,102,532.74 7,122,566.88
17,225,099.62
Deferred income 19,743,036.56 -11,251,926.56
8,491,110.00
  1. The Company has implemented the Interpretation No. 13 of the Accounting Standards for Business Enterprises issued by the Ministry of Finance in 2019 since 1 January 2020, and prospective application was adopted for this accounting policy change.

(2).Changes in significant accounting estimates

□ Applicable√ Not applicable

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  • (3). Particulars on adjustment to the financial statements at the beginning of the year for the first implementation of new standards for revenues and new standards for lease from 2020

  • √ Applicable□ Not applicable

Combined Balance Sheet

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item 31 December 2019 1January2020 Adjusted amount
Current assets:
Cash and equivalents 1,246,901,218.99 1,246,901,218.99
Transaction settlement
funds
Lendingfunds
Held-for-trading financial
assets		 71,450,000.00 71,450,000.00
Derivative financial assets
Bills receivable
Accounts receivable 198,409,249.19 198,409,249.19
Receivables financing 2,150,000.00 2,150,000.00
Prepayment 53,313,963.76 53,313,963.76
Premium receivable
Reinsurance premium
receivable
Reserves for reinsurance
contract receivable
Other receivables 15,269,949.97 15,269,949.97
Where: Interest receivable
Dividend receivable
Financial assets purchased
under agreements to resell
Inventories 313,649,003.07 313,649,003.07
Contract assets
Held for sale assets
Non-current assets due
within oneyear
Other current assets 11,723,268.59 18,845,835.47 7,122,566.88
Total current assets 1,912,866,653.57 1,919,989,220.45 7,122,566.88
Non-current assets:
Loans and advances to
customers
Debt investment
Other debt investment
Long-term receivables
Long-term equity
investments		 14,728,003.68 14,728,003.68
Investments in other equity
instruments
Other non-current financial
assets
Investment real estate 71,622,083.18 71,622,083.18

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Fixed assets 550,329,145.07 550,329,145.07
Construction inprogress 31,894,658.49 31,894,658.49
Productive biological
assets
Oil andgas assets
Right-of-use assets
Intangible assets 328,564,563.33 328,564,563.33
Development expenses
Goodwill
Long-termprepaid expenses 26,378,564.50 26,378,564.50
Deferred income tax assets 27,975,258.51 27,975,258.51
Other non-current assets 15,006,146.49 15,006,146.49
Total non-current assets 1,066,498,423.25 1,066,498,423.25
Total assets 2,979,365,076.82 2,986,487,643.7 7,122,566.88
Current liabilities:
Short-term borrowings 129,047,396.51 129,047,396.51
Borrowings from central
bank
Placements from banks and
other financial institutions
Held-for-trading financial
liabilities
Derivative financial
liabilities
Billspayable 41,830,948.53 41,830,948.53
Accountspayable 347,316,843.39 347,316,843.39
Accounts received in
advance		 40,913,490.55 -40,913,490.55
Contract liabilities 50,216,613.89 50,216,613.89
Financial assets sold under
repurchase agreements
Deposits from customers and
other banks
Brokerage for trading
securities
Brokerage for underwriting
securities
Employee benefitspayable 66,684,151.98 66,684,151.98
Taxespayable 71,833,700.61 71,833,700.61
Otherpayables 91,444,673.31 91,444,673.31
Where: Interestpayable
Dividendpayable
Fees and commissions
payable
Reinsured accountspayable
Held-for-sale liabilities
Non-current liabilities due
within oneyear		 85,258,247.69 85,258,247.69
Other current liabilities 1,948,803.22 1,948,803.22

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Total current liabilities 874,329,452.57 885,581,379.13 11,251,926.56
Non-current liabilities:
Reserves for insurance
contracts
Long-term borrowings
Bondspayable
Where: Preference shares
Perpetual bonds
Lease liabilities
Long-termpayables
Long-term employee benefits
payable
Estimated liabilities 10,102,532.74 17,225,099.62 7,122,566.88
Deferred income 19,743,036.56 8,491,110.00 -11,251,926.56
Deferred income tax
liabilities		 5,132,011.38 5,132,011.38
Other non-current
liabilities
Total non-current
liabilities		 34,977,580.68 30,848,221.00 -4,129,359.68
Total liabilities 909,307,033.25 916,429,600.13 7,122,566.88
Owner’s equity (or shareholders’ equity):
Share capital 201,269,560.00 201,269,560.00
Other equityinstruments
Where: Preference shares
Perpetual bonds
Capital reserve 835,353,615.48 835,353,615.48
Less: Treasuryshares 15,769,051.20 15,769,051.20
Other comprehensive income -212,628.22 -212,628.22
Special reserve
Surplus reserve 100,634,780.00 100,634,780.00
General riskprovision
Undistributedprofit 908,411,607.62 908,411,607.62
Total equity attributable
to the owners of the parent
company		 2,029,687,883.68 2,029,687,883.68
Minorityequity 40,370,159.89 40,370,159.89
Total owners’ equity (or
shareholders’ equity)		 2,070,058,043.57 2,070,058,043.57
Total liabilities and
owner's equity (or
shareholders’ equity)		 2,979,365,076.82 2,986,487,643.70 7,122,566.88

Description on adjustment to relevant items: □ Applicable√ Not applicable

Balance Sheet of Parent Company

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item 31 December 2019 1January2020 Adjusted amount

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Current assets:
Cash and equivalents 403,072,398.35 403,072,398.35
Held-for-trading
financial assets		 70,000,000.00 70,000,000.00
Derivative financial
assets
Bills receivable
Accounts receivable 614,081,454.90 614,081,454.90
Receivables financing
Prepayment 13,257,712.52 13,257,712.52
Other receivables 31,800,093.90 31,800,093.90
Where: Interest receivable
Dividend receivable
Inventories 157,614,679.78 157,614,679.78
Contract assets
Held for sale assets
Non-current assets due
within oneyear
Other current assets
Total current assets 1,289,826,339.45 1,289,826,339.45
Non-current assets:
Debt investment
Other debt investment
Long-term receivables
Long-term equity
investments		 159,882,467.38 159,882,467.38
Investments in other
equityinstruments
Other non-current
financial assets
Investment real estate 336,462,349.68 336,462,349.68
Fixed assets 283,156,520.47 283,156,520.47
Construction inprogress 31,877,256.59 31,877,256.59
Productive biological
assets
Oil andgas assets
Right-of-use assets
Intangible assets 318,477,880.56 318,477,880.56
Development expenses
Goodwill
Long-termprepaid expenses 1,177,831.47 1,177,831.47
Deferred income tax assets 18,414,499.56 18,414,499.56
Other non-current assets 15,006,146.49 15,006,146.49
Total non-current assets 1,164,454,952.20 1,164,454,952.20
Total assets 2,454,281,291.65 2,454,281,291.65
Current liabilities:
Short-term borrowings
Held-for-trading
financial liabilities

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Derivative financial
liabilities
Billspayable 41,830,948.53 41,830,948.53
Accountspayable 300,820,130.33 300,820,130.33
Accounts received in
advance		 13,628,235.50 -13,628,235.50
Contract liabilities 12,060,385.40 12,060,385.40
Employee benefitspayable 23,436,531.67 23,436,531.67
Taxespayable 49,102,562.13 49,102,562.13
Otherpayables 27,706,157.37 27,706,157.37
Where: Interestpayable
Dividendpayable
Held-for-sale liabilities
Non-current liabilities
due within oneyear		 85,258,247.69 85,258,247.69
Other current liabilities 1,567,850.10 1,567,850.10
Total current
liabilities		 541,782,813.22 541,782,813.22
Non-current liabilities:
Long-term borrowings
Bondspayable
Where: Preference shares
Perpetual bonds
Lease liabilities
Long-termpayables
Long-term employee
benefitspayable
Estimated liabilities
Deferred income 8,491,110.00 8,491,110.00
Deferred income tax
liabilities		 4,986,605.71 4,986,605.71
Other non-current
liabilities
Total non-current
liabilities		 13,477,715.71 13,477,715.71
Total liabilities 555,260,528.93 555,260,528.93
Owner’s equity (or shareholders’ equity):
Share capital 201,269,560.00 201,269,560.00
Other equityinstruments
Where: Preference shares
Perpetual bonds
Capital reserve 834,592,133.74 834,592,133.74
Less: Treasuryshares 15,769,051.20 15,769,051.20
Other comprehensive income
Special reserve
Surplus reserve 100,634,780.00 100,634,780.00
Undistributedprofit 778,293,340.18 778,293,340.18
Total owners’ equity
(or shareholders’ equity)		 1,899,020,762.72 1,899,020,762.72

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Total liabilities and
owner's equity (or
shareholders’ equity)		 2,454,281,291.65 2,454,281,291.65

Description on adjustment to relevant items:

□ Applicable√ Not applicable

  • (4). Description on retrospective adjustment to previous comparative data for the first implementation of new standards for revenues and new standards for lease from 2020

□ Applicable√ Not applicable

45. Others

□ Applicable√ Not applicable

VI Taxes

1. Major tax types and tax rates

Particulars on major tax types and tax rates

√ Applicable□ Not applicable

Tax type Taxingbasis Tax rate
Value added tax (“VAT”) The output tax is calculated
on the basis of the income
from sales of products and
taxable income from rendering
of services calculated
according to the provisions
of the tax law. The difference
between the output tax and the
amount after deducting the
input tax which is allowed to
be deductible in the current
period is thepayable VAT.		 13%, 9%, 6%
Consumption tax Taxable sales(volume) 15%
Business tax
Urban maintenance and
construction tax		 Actual turnover tax paid 7%, 5%
Enterprise income tax Taxable income [Note]
Property tax In case of ad valorem
taxation, it is calculated
and paid as per 1.2% of the
remaining value after 30% of
the original value of the
property is deducted in a lump
sum; in case of taxation
according to lease, it is
calculated and paid as per 12%
of the rental income		 12%, 1.2%
Education surcharge Actual turnover taxpaid 3%
Local education surcharge Actual turnover taxpaid 2%

[Note]: Descriptions on tax payers with different enterprise income tax rates

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If there are taxpayers with different enterprise income tax rates, the disclosure will be made for description

√ Applicable□ Not applicable

be made for description
√ Applicable□ Not applicable
Name of taxpayer Income tax rate(%)
The Company 15%
Huzhou Niuke TechnologyCo.,Ltd. 20%
Korea Younimi Cosmetics Co., Ltd. Relevant taxes are calculated and paid
according to local tax regulations in South
Korea
Hanna Cosmetics Co., Ltd. Relevant taxes are calculated and paid
according to local tax regulations in South
Korea
Hapsode Co., Ltd. Relevant taxes are calculated and paid
according to local tax regulations in South
Korea
HONGKONG KESHI TRADING LIMITED Relevant taxes are calculated and paid
according to local tax regulations in Hong
Kong,China
Hong Kong Xinghuo Industry Limited Relevant taxes are calculated and paid
according to local tax regulations in Hong
Kong,China
Hong Kong Wanyan Electronic Commerce Co.,
Limited		 Relevant taxes are calculated and paid
according to local tax regulations in Hong
Kong,China
Hong Kong Zhongwen Electronic Commerce Co.,
Limited		 Relevant taxes are calculated and paid
according to local tax regulations in Hong
Kong,China
Hong Kong Xuchen Trading Limited Relevant taxes are calculated and paid
according to local tax regulations in Hong
Kong,China
BOYA (Hong Kong) Investment Management Co.,
Limited		 Relevant taxes are calculated and paid
according to local tax regulations in Hong
Kong,China
Proya Europe SARL Relevant taxes are calculated and paid
according to local tax regulations in
Luxembourg
P.R.O CO., LTD. Relevant taxes are calculated and paid
accordingto local tax regulations inJapan
Taxpayers other than the above 25%

2. Tax preference

√ Applicable□ Not applicable

The Company was reviewed as the high-tech enterprise on 1 December 2020 and obtained

the high-tech enterprise certificate, with the validity of certification of 3 years and the grace period for enterprise income tax in 2020-2022. The Company was subject to the enterprise income tax at the preferential rate of 15% in 2020.

According to the Notice of the Ministry of Finance and the State Taxation

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Administration on the Implementation of Inclusive Tax Relief Policy for Small and Micro Enterprises (CS [2019] No.13) and the Announcement of the State Taxation Administration on Relevant Issues on the Implementation of Inclusive Tax Relief Policy for Small and Micro Enterprises (Announcement No. 2 of the State Taxation Administration in 2019), Huzhou Niuke Technology Co., Ltd. complies with the criteria for tax payment of small and micro enterprises and would pay the enterprise income tax as per the tax rate of 20% in 2020.

In accordance with the provisions of the Announcement on Clarifying Policies for Accrual and Deduction of Value-Added Tax for Life Service Industry jointly issued by the Ministry of Finance and the State Taxation Administration (Announcement No. 87 of the Ministry of Finance and the State Taxation Administration in 2019), Hangzhou Proya Commercial Management Co., Ltd., a subsidiary of the Company, complies with the conditions for general tax payers engaged in production and consumer-oriented service industries, and the input tax deductible in the current period plus 15% would be used for deducting the tax payable from 1 October 2019 to 31 December 2021.

3. Others

□ Applicable√ Not applicable

VII Notes to the Items in Consolidated Financial Statements

1 Cash and equivalents

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Cash on hand 26,853.58 42,499.65
Cash at bank 1,368,800,012.77 1,230,772,238.87
Other cash and
equivalents		 47,827,774.58 16,086,480.47
Total 1,416,654,640.93 1,246,901,218.99
Where: Total cash
deposited outside
China		 83,771,568.02 27,200,237.51

Other particulars

At the end of the period, the scope of restricted use covered the margin for fixed-term deposits of transformer of RMB 293,481.72 in bank deposits, as well as the land construction deposit of RMB 7,036,404.33, L/C deposit of RMB 7,000,000.00, ETC vehicle deposit of RMB 69,000.00, and Tmall and Alipay deposits of RMB 405,000.00 in other monetary capitals.

At the beginning of the period, the scope of restricted use covered the structured

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2020 ANNUAL REPORT

deposits of RMB 140,000,000.00 and margin for fixed-term deposits of transformer of RMB 293,481.72 in bank deposits, as well as the land construction deposit of RMB 6,909,952.20 and Tmall and Alipay deposits of RMB 605,000.00 in other monetary capitals.

2 Held-for-trading financial assets

  • √ Applicable□ Not applicable
2 Held-for-trading financial assets
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Financial assets at fair value
through currentprofit or loss		 71,450,000.00
Where:
Wealth managementproducts 71,450,000.00
Financial asset designated as at
fair value throughprofit or loss
Where:
Total 71,450,000.00

Other particulars:

□ Applicable√ Not applicable

3 Derivative financial assets

□ Applicable√ Not applicable

4 Notes receivable

(1). Notes receivable presented by category

□ Applicable√ Not applicable

(2). Notes receivable pledged by the Company at the end of the period

□ Applicable√ Not applicable

(3). Notes receivable endorsed or discounted by the Company at the end of the period but not due yet at the balance sheet date

□ Applicable√ Not applicable

(4). Notes transferred by the Company into accounts receivable at the end of the period due to the note issuer’s failure of performance

□ Applicable√ Not applicable

(5). Disclosure by accruing method for bad debt provisions

□ Applicable√ Not applicable

Bad debt provisions accrued separately:

□ Applicable√ Not applicable

Bad debt provisions accrued according to the combination:

□ Applicable√ Not applicable

If bad debt provisions are accrued according to the general model of expected credit losses, please refer to the disclosure on other receivables: □ Applicable√ Not applicable

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2020 ANNUAL REPORT

  • (6). Particulars on bad debt provisions

□ Applicable√ Not applicable

(7). Particulars on notes receivable actually written-off in the current period

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

5 Accounts receivable

(1).Disclosure by account age

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

√ Applicable□ Not applicable Unit: Yuan Currency: RMB
Account age Carryingbalance at the end of theperiod
Within 1year
Where: Subitems within 1year
Sub-total within 1year 298,778,494.35
1-2years 14,593,734.48
2-3years 4,710,807.60
Above 3years 1,840,662.14
3-4years
4-5years
Above 5years
Total 319,923,698.57

(2).Disclosure by accruing method for bad debt provisions

√ Applicable□ Not applicable

==> picture [454 x 273] intentionally omitted <==

----- Start of picture text -----

Unit: Yuan Currency: RMB
Closing balance Opening balance
Carrying Bad debt Carrying Bad debt
balance provisions balance provisions
Accr Accr
Categ Carryi Carryi
Perc uing Perc uing
ory ng ng
enta perc enta perc
Amount Amount value Amount Amount value
ge enta ge enta
(%) ge (%) ge
(%) (%)
Bad 16,916 5.29 16,916 100. 130,18 0.06 130,18 100.
debt ,210.8 ,210.8 00 7.88 7.88 00
provi 8 8
sions
accru
ed
separ
ately
Where:
----- End of picture text -----

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==> picture [454 x 248] intentionally omitted <==

----- Start of picture text -----

Bad 303,00 94.7 18,129 5.98 284,87 212,01 99.9 13,609 6.42 198,40
debt 7,487. 1 ,068.1 8,419. 9,218. 4 ,969.2 9,249.
provi 69 1 58 48 9 19
sions
accru
ed
accor
ding
to
the
combi
natio
n
Where:
319,92 / 35,045 / 284,87 212,14 / 13,740 / 198,40
Total 3,698. ,278.9 8,419. 9,406. ,157.1 9,249.
57 9 58 36 7 19
----- End of picture text -----

Bad debt provisions accrued separately: √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Name Closingbalance Closingbalance
Carrying
balance		 Bad debt
provisions		 Accruing
percentage(%)		 Accruing reason
Bad debt
provisions accrued
separately
16,916,210.88
16,916,210.88
100.00		 Not expected to
be recovered
Total 16,916,210.88
16,916,210.88
100.00
/

Description on bad debt provisions accrued separately: □ Applicable√ Not applicable

Bad debt provisions accrued according to the combination: √ Applicable□ Not applicable

Items of portfolio provision: Account age combination

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Name Closingbalance
Accounts receivable Bad debt provisions Accruing percentage
(%)
Account age
combination		 303,007,487.69
18,129,068.11
5.98
Total 303,007,487.69
18,129,068.11
5.98

Recognition standards and descriptions on bad debts in portfolio provision: √ Applicable□ Not applicable

In the account age combination, accounts receivable with bad debt provisions were withdrawn according to the comparison of account age loss rate

Account age Closing balance

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2020 ANNUAL REPORT

Carrying balance Bad debt provisions Accruing percentage (%)
Within 1 year 297,087,692.51
14,854,383.70
5.00
1-2 years 2,702,251.55
810,675.46
30.00
2-3 years 1,507,069.37
753,534.69
50.00
Above 3 years 1,710,474.26
1,710,474.26
100.00
Subtotal 303,007,487.69
18,129,068.11
5.98

If bad debt provisions are accrued according to the general model of expected credit losses, please refer to the disclosure on other receivables:

□ Applicable√ Not applicable

(3).Particulars on bad debt provisions

√ Applicable□ Not applicable

Unit: Yuan Unit: Yuan Currency: RMB
Category Opening
balance		 Change of the currentperiod Closing
balance
Accrued Recover
 Resold or
ed or
 written-of Other
h
reverse
d		 f canges
Bad debt
provision
s accrued
separatel
y		 130,187.88 16,786,023.
00		 16,916,210.
88
Bad debt
provision
s accrued
according
to the
combinati
on		 13,609,969.
29
7,506,093.3
8		 3,593,624.
01		 606,629.
45		 18,129,068.
11
Total 13,740,157.
17
24,292,116.
38		 3,593,624.
01		 606,629.
45		 35,045,278.
99

Significant bad debt provision amounts recovered or reversed in the current period: □ Applicable√ Not applicable

(4).Particulars on accounts receivable actually written-off in the current period

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Written-off amount
Accounts receivable actuallywritten-off
3,593,624.01

Writing-off of significant accounts receivable □ Applicable√ Not applicable

Description on writing-off of accounts receivable:

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2020 ANNUAL REPORT

□ Applicable√ Not applicable

  • (5).Particulars on top 5 accounts receivable in terms of the balance at the end of the period based on debtors

  • √ Applicable□ Not applicable

Company name Carrying balance
Proportion (%) of
the balance of
accounts
receivable
Bad debt
provisions
Beijing Jingdong Century Trading
Co., Ltd.
66,863,696.90		 20.90 3,343,184.85
Zhejiang
Youcaihua
Network
Technology Co., Ltd.
35,000,003.20		 10.94 1,750,000.16
Quzhou Mingbo Century Trading Co.,
Ltd. [Note]
24,108,668.27		 7.54 1,205,433.41
Vipshop (China) Co., Ltd. 18,795,189.86 5.87 939,759.49
Shandong Chengtian Trading Co.,
Ltd.
13,339,122.10		 4.17 666,956.11
Subtotal 158,106,680.33 49.42 7,905,334.02
  • [Note] The amount of Quzhou Mingbo Century Trading Co., Ltd. refers to the

consolidated amount of Quzhou Mingbo Century Trading Co., Ltd., Quzhou Jiaomei Trading

Co., Ltd., Quzhou Yumei Trading Co., Ltd. and Quzhou Ruoxi Cosmetics Co., Ltd. under the control of the same person.

  • (6).Accounts receivable derecognized due to the transfer of financial assets

□ Applicable√ Not applicable

  • (7).Amount of assets and liabilities formed due to the transfer and continuous involvement of accounts receivable

  • Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

6 Receivables financing

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item
Closingbalance
Openingbalance
Bills receivable
5,531,997.32
2,150,000.00
Total
5,531,997.32
2,150,000.00		 Unit: Yuan Currency: RMB
Item
Closingbalance
Openingbalance
Bills receivable
5,531,997.32
2,150,000.00
Total
5,531,997.32
2,150,000.00		 Unit: Yuan Currency: RMB
Item
Closingbalance
Openingbalance
Bills receivable
5,531,997.32
2,150,000.00
Total
5,531,997.32
2,150,000.00
Item Closingbalance Openingbalance
Bills receivable 5,531,997.32 2,150,000.00
Total 5,531,997.32 2,150,000.00

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2020 ANNUAL REPORT

Changes in receivables financing during the current period and changes in fair value: □ Applicable√ Not applicable

If bad debt provisions are accrued according to the general model of expected credit losses, please refer to the disclosure on other receivables:

□ Applicable√ Not applicable

Other particulars:

√ Applicable□ Not applicable

Notes receivable endorsed or discounted by the Company at the end of the period and

unexpired at the balance sheet date

unexpired at the balance sheet date
Item Amount derecognized
at the end of the
period
Bank acceptance 2,750,000.00
Subtotal 2,750,000.00

The acceptor of bank acceptance is the commercial bank. Due to higher credit of

commercial bank, the possibility of nonpayment when the banker acceptance is expired is low. Therefore, the Company has terminated the recognition for the endorsed or discounted bank acceptance. However, in case of nonpayment when such bank acceptance is expired, as stipulated in the Law of Negotiable Instruments, the Company will still bear the joint liability for the bearer.

7 Advance payment

(1).Advance payment presented by account age

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Account age Closing balance Opening balance
Amount Percentage(%) Amount Percentage(%)
Within 1
year		 81,149,897.32 98.07 52,483,348.55 98.44
1-2years 802,393.47 0.97 830,615.21 1.56
2-3years 790,525.13 0.96
Above 3
years
Total 82,742,815.92 100.00 53,313,963.76 100.00

Description on the reasons for failure to settle the advance payment with an account age over one year and a significant amount: None

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2020 ANNUAL REPORT

  • (2).Particulars on top 5 advance payments in terms of the balance at the end of the period according to the concentration of parties to which the advance payments are made

  • √ Applicable□ Not applicable

Company name Carrying balance Percentage (%) in the
balance of
prepayment
Zhuhai Healthlong Biotechnology Co., Ltd.
21,432,452.28
25.90
Beauty Hi-tech Innovation Co., Ltd. 9,196,896.04
11.12
Alipay (China) Network Technology Co.,
Ltd.
6,201,918.15
7.50
Shanghai Mamamiya Mutual Entertainment
Network Technology Co., Ltd.
4,443,396.10
5.36
Shanghai Xunmeng Information Technology
Co., Ltd.
3,490,744.72
4.22
Subtotal 44,765,407.29
54.10

Other particulars

□ Applicable√ Not applicable

8 Other receivables

Presented by item

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Interest receivable
Dividend receivable
Other receivables 48,733,527.35 15,269,949.97
Total 48,733,527.35 15,269,949.97

Other particulars:

□ Applicable√ Not applicable

Interest receivable

(1).Classification of interest receivable

□ Applicable√ Not applicable

  • (2).Important overdue interest

□ Applicable√ Not applicable

(3).Particulars on accruing of bad debt provisions

□ Applicable√ Not applicable

Other particulars:

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2020 ANNUAL REPORT

□ Applicable√ Not applicable

Dividend receivable

  • (1).Dividend receivable

□ Applicable√ Not applicable

  • (2).Important dividend receivable with the account age over one year

□ Applicable√ Not applicable

  • (3).Particulars on accruing of bad debt provisions

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

Other receivables

  • (1).Disclosure by account age

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

√ Applicable□ Not applicable Unit: Yuan Currency: RMB
Account age Carryingbalance at the end of theperiod
Within 1year
Where: Subitems within 1year
Sub-total within 1year 42,822,248.80
1-2years 10,571,067.64
2-3years 1,305,284.32
Above 3years 1,009,369.58
3-4years
4-5years
Above 5years
Total 55,707,970.34

(2).Particulars on classification by amount nature

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Amount nature Carrying balance at the end
of theperiod
Carrying balance at the
beginningof theperiod
Deposit and margin 15,177,436.77
10,024,373.00
Provisional receivables 39,073,769.81
6,892,173.88
Pettycash 712,751.90
539,361.62
Others 744,011.86
27,000.00
Total 55,707,970.34
17,482,908.50

(3).Particulars on accruing of bad debt provisions

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Bad debt
provisions		 Phase 1 Phase 2 Phase 3 Total
Expected Expected credit Expected credit

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2020 ANNUAL REPORT

credit losses
in the next 12
months		 loss for the
entire duration
(no credit
impairment
occurred)		 loss for the
entire duration
(credit
impairment
occurred)
Balance as at 1
January2020		 716,693.59
514,051.50
982,213.44
2,212,958.53
Balance as at 1
January 2020 in
the
current
period
-- Transferred
into Phase 2
-528,553.38
528,553.38
-- Transferred
into Phase 3		 -391,585.29
391,585.29
-- Reversed into
Phase 2
-- Reversed into
Phase 1
Accrued in the
currentperiod		 -376,997.57
-25,638.37
19,241.95
-383,393.99
Reserved in the
currentperiod
Resold in the
currentperiod
Written-off in
the
current
period
56,484.22
56,484.22
Other changes 2,329,968.32
2,545,939.07
325,455.28
5,201,362.67
Balance as at 31
December 2020
2,141,110.96
3,171,320.29
1,662,011.74
6,974,442.99

Particulars on the significant changes in the carrying balance of other receivables in which changes in loss provisions occurred in the current period:

□ Applicable√ Not applicable

The basis for adopting the amount of bad debt provisions accrued for the current period and the assessment on whether the credit risk of financial instruments increased significantly:

□ Applicable√ Not applicable

(4).Particulars on bad debt provisions

√ Applicable□ Not applicable

Unit: Yuan Unit: Yuan Unit: Yuan Unit: Yuan Currency: RMB
Category Opening
balance		 Change of the currentperiod Closing
balance
Accrued Recovere Resold or
d or written-of Other
h
reversed f canges
Account
age		 2,212,958.
53
-383,393.9
9		 56,484.22
5,201,362.
67
6,974,442.
99

218 / 323

2020 ANNUAL REPORT

combinatio
n
Total 2,212,958.
53
-383,393.9
9		 56,484.22
5,201,362.
67
6,974,442.
99

Significant bad debt provision amounts reversed or recovered in the current period: □ Applicable√ Not applicable

  • (5).Particulars on other receivables actually written-off in the current period

□ Applicable√ Not applicable

  • (6).Particulars on top 5 other receivables in terms of the balance at the end of the period based on debtors

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Company
name		 Amount
nature		 Closing
balance		 Account
age		 Percentage (%)
in the total
balance at the
end of the
period of
other
receivables		 Bad debt
provisions
Closing
balance
EURL
PHARMATICA
[Note 1]		 Provisional
receivables		 24,167,639.75 Within 1
year		 43.38 1,208,381.99
SIKEROM
EUROPE GMBH		 Provisional
receivables		 8,204,225.54 Within 1
year		 14.73 410,211.28
Hangzhou
Property
Maintenance
Fund
Management
Center		 Deposit and
margin		 4,708,614.72 1-2 years 8.45 1,412,584.42
Shanghai
Zhicheng
Heli
Network
Media
Development
Co.,Ltd.		 Provisional
receivables		 1,500,000.00 [Note 2] 2.69 443,955.00
Zhejiang
ZTO Jixiang
Express
Service
Co.,Ltd.		 Provisional
receivables		 1,412,036.00 Within 1
year		 2.53 70,601.80
Total / 39,992,516.01 / 71.78 3,545,734.49

[Note 1] The amount of EURL PHARMATICA refers to the consolidated amount of EURL PHARMATICA, PARISEZHAN HK LIMITED, SARL ORTUS and S.A.S AREDIS under the control of the

219 / 323

2020 ANNUAL REPORT

same person.

  • [Note 2] Within 1 year: RMB 24,180.00; 1-2 years: RMB 1,475,820.00.

  • (7).Receivables involving government grants

□ Applicable√ Not applicable

  • (8).Other receivables derecognized due to the transfer of financial assets

□ Applicable√ Not applicable

  • (9).Amount of assets and liabilities formed due to the transfer and continuous involvement of other receivables

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

9 Inventories

  • (1).Classification of inventories

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Item Closingbalance Closingbalance Openingbalance Openingbalance
Carrying
balance		 Inventory
depreciation
provisions/im
pairment
provisions for
contract
performance
cost		 Carrying
value		 Carrying
balance		 Inventory
falling
price
reserves/imp
airment
provisions
for contract
performance
cost		 Carrying
value
Raw
materials		 25,023,19
8.10		 790,191.51 24,233,00
6.59		 16,474,64
4.08		 801,848.85 15,672,79
5.23
Work-in-p
rocess		 19,699,80
9.41		 333,215.45 19,366,59
3.96		 8,767,643
.14		 1,331,381.19 7,436,261
.95
Finished
products		 402,419,0
36.40		 21,221,419.14 381,197,6
17.26		 280,160,0
75.99		 16,867,854.4
6		 263,292,2
21.53
Revolving
materials
Expendabl
e
biologica
l assets
Contract
performan
ce cost
Packaging
materials		 32,988,46
9.32		 1,383,453.99 31,605,01
5.33		 18,042,22
8.43		 1,623,844.55 16,418,38
3.88

220 / 323

2020 ANNUAL REPORT

Low-value
consumabl
es		 2,643,028
.64		 268,617.88 2,374,410
.76		 1,918,233
.68
95,937.86		 1,822,295
.82
Purchased
gift		 11,494,42
9.58		 1,630,055.73 9,864,373
.85		 12,946,64
4.82
3,939,600.16
9,007,044
.66
Total 494,267,9
71.45		 25,626,953.70 468,641,0
17.75		 338,309,4
70.14
24,660,467.0
7
313,649,0
03.07
  • (2).Inventory falling price reserves and impairment provisions for contract performance cost

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Opening
balance		 Increase amount of the
currentperiod
Decrease amount of the
currentperiod		 Closing
balance
Accrued Others Reversed
or resold		 Others
Raw materials 801,848.8
5		 695,497.9
6		 166.09 707,321.3
9
790,191.5
1
Work-in-process 1,331,381
.19		 182,647.5
7		 1,180,813
.31
333,215.4
5
Finished
products		 16,867,85
4.46		 24,751,87
0.03		 378,553.9
7
20,776,85
9.32
21,221,41
9.14
Revolving
materials
Expendable
biological
assets
Contract
performance cost
Packaging
materials		 1,623,844
.55		 1,057,784
.09		 1,298,174
.65
1,383,453
.99
Low-value
consumables		 95,937.86 178,070.3
1		 17,532.14 22,922.43
268,617.8
8
Purchased gift 3,939,600
.16		 1,368,735
.54		 3,678,279
.97
1,630,055
.73
Total 24,660,46
7.07		 28,234,60
5.50		 396,252.2
0
27,664,37
1.07
25,626,95
3.70

Other increase of RMB 396,252.20 of inventory falling price reserve in the current period came from the equity of Shanghai Healthlong Biochemical Technology Co., Ltd., and its inventory falling price reserve was transferred in correspondingly.

At the end of the current period, the net realizable value of some products was lower than the corresponding cost, so the inventory falling price reserve shall be withdrawn in accordance with the difference between the cost and the net realizable value.

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2020 ANNUAL REPORT

  • (3).Description on the capitalization amount of the borrowing expenses included in the balance of inventories at the end of the period

  • Applicable√ Not applicable

  • (4).Description of amortization amount of the contract performance cost in the current period

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

10 Contract assets

  • (1).Contract assets

  • Applicable√ Not applicable

  • (2).Amount of and reasons for material changes in the carrying value in the Reporting Period

□ Applicable√ Not applicable

  • (3).Impairment provisions accrued from the contract assets in the current period

□ Applicable√ Not applicable

If bad debt provisions are accrued according to the general model of expected credit losses, please refer to the disclosure on other receivables:

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

11 Held-for-sale assets

□ Applicable√ Not applicable

12 Non-current assets due within one year

□ Applicable√ Not applicable

Important debt investment and other debt investment at the end of the period: □ Applicable√ Not applicable

Other particulars None

13 Other current assets

√ Applicable□ Not applicable

13 Other current assets
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Contract acquisition cost
Return cost receivable 4,434,684.01
7,122,566.88
VAT input tax to be deducted 24,162,220.64
7,126,880.88
Advancepayment of taxes 6,638,906.62
4,596,387.71
Total 35,235,811.27
18,845,835.47

222 / 323

2020 ANNUAL REPORT

Other particulars

Refer to the particulars of V.44 in “Section XI Financial Report” of this report for

the difference between the opening balance and closing balance of prior period (31

December 2019).

14 Debt investment

(1).Particulars on debt investment

□ Applicable√ Not applicable

(2).Important debt investment at the end of the period

□ Applicable√ Not applicable

(3).Particulars on accruing of impairment provisions

□ Applicable√ Not applicable

The basis for adopting the amount of impairment provisions accrued for the current period and the assessment on whether the credit risk of financial instruments increased significantly: □ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

15 Other debt investments

(1).Particulars on other debt investments

□ Applicable√ Not applicable

(2).Other important debt investments at the end of the period

□ Applicable√ Not applicable

(3).Particulars on accruing of impairment provisions

□ Applicable√ Not applicable

The basis for adopting the amount of impairment provisions accrued for the current period and the assessment on whether the credit risk of financial instruments increased significantly:

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

16 Long-term receivables

(1).Long-term receivables

□ Applicable√ Not applicable

(2).Particulars on accruing of bad debt provisions

□ Applicable√ Not applicable

The basis for adopting the amount of bad debt provisions accrued for the current period and the assessment on whether the credit risk of financial instruments increased significantly: □ Applicable√ Not applicable

223 / 323

2020 ANNUAL REPORT

  • (3).Long-term receivables derecognized due to the transfer of financial assets

□ Applicable√ Not applicable

  • (4).Amount of assets and liabilities formed due to the transfer and continuous involvement of long-term receivables

□ Applicable√ Not applicable

Other particulars

  • Applicable√ Not applicable

  • 17 Long-term equity investment

  • √ Applicable□ Not applicable

Unit: Yuan Unit: Yuan Unit: Yuan Unit: Yuan Currency: RMB Currency: RMB
Inves
ted
compa
ny		 Openi
ng
balan
ce		 Change of the currentperiod Closi
ng
balan
ce		 Balan
ce of
impai
rment
provi
sions
at
the
end
of
the
perio
d
Addit
ional
inves
tment		 With
draw
n
inve
stme
nt		 Inves
tment
gains
and
losse
s
recog
nized
under
the
equit
y
metho
d		 Adju
stme
nt to
othe
r
comp
rehe
nsiv
e
inco
me
Othe
r
equi
ty
chan
ges		 Decla
ratio
n on
distr
ibuti
on of
cash
divid
ends
or
profi
ts		 Accru
ing
of
impai
rment
provi
sions		 Other
s
I.Joint venture
Huzho
u
Panru
i
Indus
trial
Inves
tment
Partn
ershi
p
(Limi
ted
Partn
ershi
p)		 3,314
,489.
57		 -7,85
9.00		 3,306
,630.
57
Sub-t
otal		 3,314
,489.		 -7,85
9.00		 3,306
,630.

224 / 323

2020 ANNUAL REPORT

57 57
II. Associate
Xiong
ke
Cultu
re
Media
(Hang
zhou)
Co.,
Ltd.		 2,999
,955.
82		 -14,4
44.47		 2,985
,511.
35
Beiji
ng
Mitan
gpai
Cosme
tics
Co.,
Ltd.
[Note
1]
Ningb
o Segu
Brand
Manag
ement
Co.,
Ltd.
[Note
2]
2,574
,740.
38
1,86
1,32
8.48
-713,
411.9
0
Metis
Info
Tech
(Guan
gzhou
) Co.,
LTD.
5,838
,817.
91		 465,6
12.87		 6,304
,430.
78
Jiaxi
ng
Woyon
g
Inves
tment
Partn
ershi
p
(Limi
ted
Partn
ershi		 46,00
0,000
.00
-376,
513.1
0		 45,62
3,486
.90

225 / 323

2020 ANNUAL REPORT

p)
Sub-t
otal		 11,41
3,514
.11
46,00
0,000
.00
1,86
1,32
8.48
-638,
756.6
0		 54,91
3,429
.03
Total 14,72
8,003
.68
46,00
0,000
.00
1,86
1,32
8.48
-646,
615.6
0		 58,22
0,059
.60

Other particulars

[Note 1] The original investment, by the Company, on Beijing Mitangpai Cosmetics Co., Ltd. was RMB 5,638,295.00, the investment gains and losses recognized under the equity method was RMB -1,561,584.17, and the accruing of impairment provisions amounted to RMB 4,076,710.83. This company was canceled in August 2020.

[Note 2] The Company transferred 35% equity of Ningbo Segu Brand Management Co., Ltd. to Liu Wei at a consideration of RMB 1.75 million in November 2020, and the investment income of RMB -111,328.48 was recognized.

18 Investments in other equity instruments

(1).Particulars on other equity instrument investments

√ Applicable□ Not applicable

√ Applicable□ Not applicable √ Applicable□ Not applicable √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Hangzhou Regenovo Biotechnology.,
Ltd.		 20,580,000.00
Total 20,580,000.00

(2).Particulars on non-trading equity instrument investment

□ Applicable√ Not applicable

Other particulars:

√ Applicable□ Not applicable

Based on the strategic investment purpose, the Company made foreign equity investment,

and the investee will obtain the investment of the Company as equity instrument. Therefore, this part of equity instrument investment was designated, by the Company, as financial assets measured at fair value through other comprehensive income.

19 Other non-current financial assets

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

20 Investment real estate

Measurement model of investment real estate

226 / 323

2020 ANNUAL REPORT

(1).Investment real estate applying cost measurement model

Unit: Yuan Currency: RMB
Item Buildings and
constructions		 Land use
rights		 Construction
inprogress		 Total
I. Original carryingvalue
1. Balance at the
beginningof theperiod		 73,788,298.77 73,788,298.77
2. Increase amount of
the currentperiod		 3,071,733.33 3,071,733.33
(1)Acquisition
(2) Transfer in of
inventories\fixed
assets\projects under
construction		 3,071,733.33 3,071,733.33
(3) Increase for
business combination
3. Decrease amount of
the currentperiod
(1)Disposal
(2)Other transfer out
4. Balance at the end
of theperiod		 76,860,032.10 76,860,032.10
II. Accumulated
depreciation and
accumulated amortization
1. Balance at the
beginningof theperiod		 2,166,215.59 2,166,215.59
2. Increase amount of
the currentperiod		 2,456,206.41 2,456,206.41
(1) Accrual or
amortization		 2,456,206.41 2,456,206.41
3. Decrease amount of
the currentperiod
(1)Disposal
(2)Other transfer out
4. Balance at the end
of theperiod		 4,622,422.00 4,622,422.00
III. Impairment
provisions
1. Balance at the
beginningof theperiod
2. Increase amount of
the currentperiod
(1)Accruing
3. Decreased amount in
the currentperiod
(1)Disposal
(2)Other transfer out
4. Balance at the end

227 / 323

2020 ANNUAL REPORT

of theperiod
IV. Carryingvalue
1. Carrying value at
the end of theperiod		 72,237,610.10 72,237,610.10
2. Carrying value at
the beginning of the
period		 71,622,083.18 71,622,083.18

(2).Investment real estate with the property ownership certificate unsettled

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

21 Fixed assets

Presented by item

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

√ Applicable□ Not applicable Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Fixed assets 565,864,152.62
550,329,145.07
Disposal of fixed assets
Total 565,864,152.62
550,329,145.07

Other particulars:

□ Applicable√ Not applicable

Fixed assets

(1).Particulars on fixed assets

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Property and
buildings		 Machinery and
equipment		 Means of
transportati
on		 General
equipment		 Total
I. Original
carrying
value:
1.
Balance at
the
beginning
of the
period		 512,551,045.
14		 154,267,432.
04		 17,017,117.5
8		 55,344,021.
49
739,179,616.
25
2.
Increase
amount of
the current
period		 21,138,093.2
0		 23,392,008.6
0		 4,619,284.66 7,242,158.1
0
56,391,544.5
6
(1)
Acquisitio		 7,666,292.13 3,690,879.37 3,928,467.6
9
15,285,639.1
9

228 / 323

2020 ANNUAL REPORT

n
(2)
Transfer-i
n from
constructi
on in
progress		 21,138,093.2
0		 15,725,716.4
7		 1,617,977.3
4		 38,481,787.0
1
(3)
Increase
for
business
combinatio
n		 928,405.29 1,695,713.0
7		 2,624,118.36
3.
Decrease
amount of
the current
period		 6,837.61 411,428.99 335,243.75 753,510.35
(1)
Disposal or
scraping		 6,837.61 411,428.99 335,243.75 753,510.35
4.
Balance at
the end of
theperiod		 533,689,138.
34		 177,652,603.
03		 21,224,973.2
5		 62,250,935.
84		 794,817,650.
46
II.
Accumulati
ve
depreciati
on
1.
Balance at
the
beginning
of the
period		 72,724,807.3
5		 87,465,399.0
2		 10,683,650.7
4		 17,976,614.
07		 188,850,471.
18
2.
Increase
amount of
the current
period		 16,496,264.7
4		 14,109,195.8
9		 2,209,396.57 8,000,920.4
3		 40,815,777.6
3
(1)
Accruing		 16,496,264.7
4		 14,109,195.8
9		 1,921,346.50 6,963,029.5
6		 39,489,836.6
9
Othe
r
transfer-i
n[Note]		 288,050.07 1,037,890.8
7		 1,325,940.94
3.
Decrease
amount of		 6,170.94 387,106.96 319,473.07 712,750.97

229 / 323

2020 ANNUAL REPORT

the current
period
(1)
Disposal or
scraping		 6,170.94 387,106.96 319,473.07 712,750.97
4.
Balance at
the end of
theperiod		 89,221,072.0
9		 101,568,423.
97		 12,505,940.3
5		 25,658,061.
43		 228,953,497.
84
III.
Impairment
provisions
1.
Balance at
the
beginning
of the
period
2.
Increase
amount of
the current
period
(1)
Accruing
3.
Decrease
amount of
the current
period
(1)
Disposal or
scraping
4.
Balance at
the end of
theperiod
IV.
Carrying
value
1.
Carrying
value at
the end of
theperiod		 444,468,066.
25		 76,084,179.0
6		 8,719,032.90 36,592,874.
41		 565,864,152.
62
2.
Carrying
value at
the
beginning		 439,826,237.
79		 66,802,033.0
2		 6,333,466.84 37,367,407.
42		 550,329,145.
07

230 / 323

2020 ANNUAL REPORT

of the period

[Note] Other transfer-in of original value of fixed assets of RMB 2,624,118.36 and other transfer-in of accumulated depreciation of RMB 1,325,940.94 came from the equity of Shanghai Healthlong Biochemical Technology Co., Ltd., and its original value of fixed assets and accumulated depreciation were transferred in correspondingly.

(2).Particulars on temporary idle fixed assets

□ Applicable√ Not applicable

(3).Particulars on fixed assets leased in under financing leases

□ Applicable√ Not applicable

(4).Fixed assets leased out under operating leases

□ Applicable√ Not applicable

(5).Particulars on fixed assets with the property ownership certificate unsettled

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

Disposal of fixed assets

□ Applicable√ Not applicable

22 Construction in progress

Presented by item

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Construction inprogress 47,324,523.36
31,894,658.49
Engineeringmaterials
Total 47,324,523.36
31,894,658.49

Other particulars:

□ Applicable√ Not applicable

Construction in progress

(1).Particulars on projects under construction

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Carrying
balance		 Impairme
nt
provision
s		 Carrying
value		 Carrying
balanc
e		 Impairme
nt
provision
s		 Carrying
value

231 / 323

2020 ANNUAL REPORT

Decoration
works		 1,725,308.
02		 1,725,308.
02		 10,299,774
.68		 10,299,774
.68
Make-up
factory		 28,236,822
.35		 28,236,822
.35		 9,919,160.
47		 9,919,160.
47
Proya
Building
Other
miscellane
ous works		 17,362,392
.99		 17,362,392
.99		 11,675,723
.34		 11,675,723
.34
Total 47,324,523
.36		 47,324,523
.36		 31,894,658
.49		 31,894,658
.49

(2).Changes in important projects under construction in the current period

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

It
em
s		 Bud
get		 Ope
nin
g
bal
anc
e		 Incr
ease
amou
nt
of
the
curr
ent
peri
od		 Amou
nt
of
fixe
d
asse
ts
tran
sfer
red
in
the
curr
ent
peri
od		 Othe
r
decr
ease
amou
nts
in
the
curr
ent
peri
od		 Clos
ing
bala
nce		 Pro
por
tio
n of
cum
ula
tiv
e
inv
est
men
t in
the
pro
jec
t to
the
bud
get
(%)


Pro
gre
ss
of
wor
ks		 Accum
ulate
d
amoun
t of
inter
est
capit
aliza
tion		 Where
:
Amoun
t of
inter
est
capit
aliza
tion
in
the
curre
nt
perio
d		 Inter
est
capit
aliza
tion
rate
(%)
in
the
curre
nt
perio
d		 Sour
ce
of
fund
Pr
oy
a
Bu
il
di
ng		 RMB
458
,93
6,3
00		 23,9
27,3
48.6
5		 23,9
27,3
48.6
5		 82.
22
100
.00
%		 9,206
,186.
05		 Self
-rai
sed
Ma
ke
-u
p
fa
ct
or
y		 9,91
9,16
0.47
36,9
37,7
89.5
0		 5,27
1,73
0.94		 13,3
48,3
96.6
8
28,2
36,8
22.3
5
89.
92
96.
47%		 Self
-rai
sed

232 / 323

2020 ANNUAL REPORT

To
ta
l		 RMB
458
,93
6,3
00		 9,91
9,16
0.47
60,8
65,1
38.1
5		 29,1
99,0
79.5
9		 13,3
48,3
96.6
8
28,2
36,8
22.3
5
/		 / 9,206
,186.
05		 / /

  • [Note] Other decreases in the current period were transferred long-term prepaid expenses.

  • (3).Particulars on impairment provisions accrued for projects under construction in the current period

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

Engineering materials

(1).Particulars on engineering materials

□ Applicable√ Not applicable

23 Productive biological assets

(1).Productive biological assets applying cost measurement model

□ Applicable√ Not applicable

(2).Productive biological assets applying fair value measurement model

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

24 Oil and gas assets

□ Applicable√ Not applicable

25 Right-of-use assets

□ Applicable√ Not applicable

26 Intangible assets

(1).Particulars on intangible assets

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Item Land use
rights		 Software Patent
right		 Unpaten
ted
technol
ogy		 Customer
resources		 Tradema
rk
right		 Total
I.
Original
carrying
value
1.
Balance
at the
beginnin		 376,212,92
8.47
18,390,99
8.71
420,000
.00
532,600
.00
12,833,68
4.00		 120,640
.00
408,510,85
1.18

233 / 323

2020 ANNUAL REPORT

g of the
period
2.
Increase
amount of
the
current
period
1,168,132
.13
126,900
.00		 16,491.
75		 1,311,523.
88
(1
)
Acquisit
ion		 740,165.5
2		 16,491.
75		 756,657.27
(2
)R&D
(3
)
Increase
for
business
combinat
ion		 427,966.6
1
126,900
.00		 554,866.61
3.
Decrease
amount of
the
current
period
(1
)
Disposal
4.
Balance
at the
end of
the
period		 376,212,92
8.47
19,559,13
0.84
420,000
.00		 659,500
.00		 12,833,68
4.00		 137,131
.75		 409,822,37
5.06
2.
Cumulati
ve
amortiza
tion
1.
Balance
at the
beginnin
g of the
period		 59,724,558
.17
16,060,00
1.34
420,000
.00		 525,265
.00		 3,208,421
.00		 8,042.3
4		 79,946,287
.85
2.
Increase
amount of
9,230,473.
82
1,704,823
.03
3,260.0
0		 4,277,894
.67		 16,311.
72		 15,232,763
.24

234 / 323

2020 ANNUAL REPORT

the
current
period
(1
)
Accruing		 9,230,473.
82
1,454,410
.50
3,260.0
0		 4,277,894
.67		 16,311.
72		 14,982,350
.71
22
) Other
transfer
-in
[Note]		 250,412.5
3		 250,412.53
3.
Decrease
amount of
the
current
period
(1)
Disposal
4.
Balance
at the
end of
the
period		 68,955,031
.99
17,764,82
4.37
420,000
.00		 528,525
.00		 7,486,315
.67		 24,354.
06		 95,179,051
.09
III.
Impairme
nt
provisio
ns
1.
Balance
at the
beginnin
g of the
period
2.
Increase
amount of
the
current
period
(1
)
Accruing
3.
Decrease
amount of

235 / 323

2020 ANNUAL REPORT

the
current
period
(1
)
Disposal
4.
Balance
at the
end of
the
period
IV.
Carrying
value
1.
Carrying
value at
the end
of the
period		 307,257,89
6.48
1,794,306
.47
130,975
.00
5,347,368
.33
112,777
.69
314,643,32
3.97
2.
Carrying
value at
the
beginnin
g of the
period		 316,488,37
0.30
2,330,997
.37
7,335.0
0
9,625,263
.00
112,597
.66
328,564,56
3.33

[Note] Other transfer-in of original value of intangible assets of RMB 554,866.61

and other transfer-in of accumulated amortization of RMB 250,412.53 came from the equity

of Shanghai Healthlong Biochemical Technology Co., Ltd., and its original value of intangible assets and accumulated amortization were transferred in correspondingly.

The proportion of intangible assets formed by the Company's internal R&D at the end of the current period in the balance of intangible assets was 0

(2).Particulars on land use rights with the property ownership certificate unsettled

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

27 Development expenses

□ Applicable√ Not applicable

236 / 323

2020 ANNUAL REPORT

28 Goodwill

(1).Original carrying value of goodwill

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Name of invested
company or event
forming goodwill		 Opening
balance		 Increase of the
currentperiod		 Increase of the
currentperiod		 Decrease of the
currentperiod		 Decrease of the
currentperiod		 Closing
balance
Formed
due to
business
combinati
on		 Disposal
Shanghai
Healthlong
Biochemical
Technology Co.,
Ltd.		 31,034,16
1.20		 31,034,1
61.20
Total 31,034,16
1.20		 31,034,1
61.20

(2).Impairment provisions of goodwill

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Name of invested
company or event
forming goodwill		 Opening
balance		 Increase of the
currentperiod		 Increase of the
currentperiod		 Decrease of the
currentperiod		 Decrease of the
currentperiod		 Closing
balance
Accrued Disposal
Shanghai
Healthlong
Biochemical
Technology Co.,
Ltd.
Total

  • (3).Information regarding the asset group or the combination of asset groups to which goodwill belongs

  • √ Applicable□ Not applicable

Composition
of
asset
group
or
combination of asset groups		 Operating assets and liabilities of Shanghai Healthlong
Biochemical Technology Co., Ltd.
Carrying value of the asset group
or the combination of asset groups

146,178,528.82
Carrying value and apportionment
method of goodwill apportioned to
the asset group or the combination
of assetgroups


The Company held 52% equity ofShanghai Healthlong
Biochemical Technology Co., Ltd., and the goodwill
value apportioned to its asset group was RMB
59,681,079.23
Carrying value of the asset group
or the combination of asset groups
including goodwill

205,859,608.05

237 / 323

2020 ANNUAL REPORT

Whether the asset group or the combination of asset groups is Yes consistent with that determined in goodwill impairment test on the acquisition date and in previous years

  • (4).Describe the goodwill impairment test process, key parameters (such as growth rate in the forecast period, growth rate in the stable period, profit margin, discount rate, forecast period, etc. when estimating the present value of the estimated future cash flow, if applicable) and the recognition method for impairment losses of goodwill

√ Applicable□ Not applicable

The recoverable amount of goodwill is calculated at the present value of the expected

future cash flow. The expected cash flow is based on the 2021 cash flow forecast approved by the Company, with the discount rate of 17.77% for cash flow forecast. The cash flow after the forecast period is calculated by the growth rate of 0%.

Other key data used in impairment test include: estimated selling price, sales volume, production cost and other related expenses.

The Company determines the above key data according to the historical experience and the market development forecast. The discount rate adopted by the Company is the pre-tax rate reflecting the time value of money in current market and special risks of relevant asset groups.

The forecast on the above recoverable amount indicates no impairment loss in goodwill.

(5).Effect of goodwill impairment test

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

29 Long-term prepaid expenses

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Opening
balance		 Increase
amount of the
current
period
Amortization
amount of the
current
period
Other
decrease
amounts		 Closing
balance
Decoration
and rental
fee
25,303,734.19		 23,795,756.26 15,887,393.25
33,212,097.20
Endorsement
fee
488,145.15		 31,132,074.61 14,757,013.06
16,863,206.70

238 / 323

2020 ANNUAL REPORT

Garage use
fee
578,850.40		 192,949.92 385,900.48
Mould 7,834.76 7,834.76
Software
service fee		 134,423.63
18,834.48		 115,589.15
Total 26,378,564.50 55,062,254.50 30,864,025.47
50,576,793.53

Other particulars:

In the current period, the decoration and rental fee increased by RMB 640,613.07,

and the software service fee increased by RMB 134,423.63, which came from the equity of Shanghai Healthlong Biochemical Technology Co., Ltd.; its long-term prepaid expenses were transferred in correspondingly.

30 Deferred income tax assets/liabilities

(1).Non-offset deferred income tax assets

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Closing balance Opening balance
Deductible
temporary
differences		 Deferred
income tax
Assets		 Deductible
temporary
differences		 Deferred
income tax
assets
Impairment
provisions of assets
Unrealized profits
from internal
transactions		 28,021,116.50
7,005,279.12
34,435,895.93		 8,608,973.98
Deductible losses 14,342,610.24
3,585,652.56
Bad debt provisions
for accounts
receivable		 27,188,715.77
6,796,972.50
8,107,969.05		 2,025,703.32
Devaluation
provisions of
inventories		 15,796,150.28
2,634,264.73
14,868,791.08		 2,571,107.32
Impact from
share-basedpayment		 103,953,760.07 22,803,327.25
61,640,988.02		 9,246,148.20
Government grants
related to assets		 8,495,353.33
1,274,303.00
8,491,110.00		 1,273,666.50
Unredeemed member
points		 4,487,591.14
1,121,897.79
6,896,104.00		 1,724,026.00
Expected return loss 5,755,415.21
1,438,853.81
10,102,532.74		 2,525,633.19
Total 208,040,712.54 46,660,550.76 144,543,390.82 27,975,258.51

(2).Non-offset deferred income tax liabilities

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance

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2020 ANNUAL REPORT

Taxable
temporary
differences		 Deferred
income tax
liabilities		 Taxable
temporary
differences		 Deferred
income tax
liabilities
Assets appreciation
for business
combination not under
the common control
Changes in fair value
of other debt
investments
Changes in fair value
of other equity
instrument
investments
One-time deduction of
depreciation of fixed
assets

44,252,231.66		 6,874,105.45
33,825,660.75
5,132,011.38
Total 44,252,231.66 6,874,105.45
33,825,660.75
5,132,011.38
  • (3).Deferred income tax assets or liabilities presented on a net basis after offsetting

□ Applicable√ Not applicable

  • (4).Details of unrecognized deferred income tax assets

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Deductible temporary
differences		 25,362,258.78
23,305,078.22
Deductible losses 379,300,493.32
275,181,937.40
Total 404,662,752.10
298,487,015.62

  • (5).The deductible losses of unrecognized deferred income tax assets will expire in the following years

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Year Amount at the end of
the period
Amount at the
beginning of the
period		 Note
2021 48,812,246.22
48,812,246.22
2022 62,924,802.76
63,135,622.67
2023 63,485,783.30
63,485,783.30
2024 99,748,285.21
99,748,285.21
2025 104,329,375.83
Total 379,300,493.32
275,181,937.40
/

Other particulars:

□ Applicable√ Not applicable

240 / 323

2020 ANNUAL REPORT

31 Other non-current assets

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Carrying
balance		 Impairme
nt
provisio
ns		 Carrying
value		 Carrying
balance		 Impairme
nt
provisio
ns		 Carrying
value
Contract
acquisiti
on cost
Contract
performan
ce cost
Return
cost
receivabl
e
Contract
assets
Prepaymen
t for
purchase
of
long-term
assets		 83,203,303.
76		 83,203,303.
76		 15,006,146.
49		 15,006,146.
49
Other
long-term
assets		 4,119,476.2
7		 4,119,476.2
7
Total 87,322,780.
03		 87,322,780.
03		 15,006,146.
49		 15,006,146.
49

Other particulars:

RMB 81.6 million was used for land purchase in Longwu. As at 31 December 2020, the corresponding land delivery procedure has not been completed.

32 Short-term borrowings

(1).Classification of short-term borrowings

  • √ Applicable□ Not applicable
Item
Pledged borrowings
Mortgaged borrowings
Guaranteed borrowings
Credit borrowings
Pledged and guaranteed
borrowings
Total		 Unit: Yuan Currency: RMB
Openingbalance
129,047,396.51
129,047,396.51
Closingbalance Openingbalance
99,116,462.50
200,163,972.59
129,047,396.51
299,280,435.09 129,047,396.51

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2020 ANNUAL REPORT

Description on classification of short-term borrowings: None

(2).Particulars on overdue but outstanding short-term borrowings

□ Applicable√ Not applicable

Particulars of important overdue but yet unrepaid short-term borrowings:

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

33 Held-for-trading financial liabilities

□ Applicable√ Not applicable

34 Derivative financial liabilities

□ Applicable√ Not applicable

35 Notes payable

(1).Presentation of notes payable

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Type Closingbalance Openingbalance
Trade acceptance
Bank acceptance 64,580,000.00
41,830,948.53
Total 64,580,000.00
41,830,948.53

The total amount of notes payable due but outstanding at the end of the current period was RMB 0.

36 Accounts payable

(1).Presentation of accounts payable

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Payment forgoods 428,697,891.17 277,377,279.70
Expensespayable 69,493,675.06 44,347,651.15
Payment for engineering
equipment		 17,640,465.04 25,591,912.54
Total 515,832,031.27 347,316,843.39

(2).Significant accounts payable with the account age over one year

□ Applicable√ Not applicable Other particulars

□ Applicable√ Not applicable

242 / 323

2020 ANNUAL REPORT

37 Prepayment received

  • (1). Presentation of advance received from customers

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Payment forgoods
Total
  • (2). Significant prepayment received with the account age over one year

□ Applicable√ Not applicable

Other particulars

  • √ Applicable□ Not applicable

Refer to the particulars of V.44 in “Section XI Financial Report” herein for the

difference between the opening balance and closing balance of prior year (31 December 2019).

38 Contract liabilities

  • (1).Contract liabilities

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Advances on sales 25,430,738.70
38,964,687.33
Unredeemed memberpoints 5,188,040.29
11,251,926.56
Total 30,618,778.99
50,216,613.89
  • (2).Amount of and reasons for material changes in the carrying value in the Reporting Period

□ Applicable√ Not applicable

Other particulars:

  • √ Applicable□ Not applicable

Refer to the particulars of V.44 in “Section XI Financial Report” herein for the

difference between the opening balance and closing balance of prior year (31 December 2019).

  • 39 Employee benefits payable

  • (1).Presentation of employee benefits payable

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Opening
balance		 Increase of
the current
period		 Decrease of
the current
period		 Closing
balance
I. Short-term benefits 65,565,250.54 375,017,339.6
8
370,327,967.4		 70,254,622.82
II. Post-employment 1,118,901.44
5,863,903.93
6,409,188.49
573,616.88

243 / 323

2020 ANNUAL REPORT

benefits - Defined
contributionplans
III. Dismissal benefits 201,571.73
201,571.73
IV. Other benefits due
within oneyear
Total 66,684,151.98 381,082,815.3
4
376,938,727.6
2		 70,828,239.70

(2).Presentation of short-term benefits

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Opening
balance		 Increase of
the current
period		 Decrease of
the current
period		 Closing
balance
I. Salary, bonus,
allowance and subsidy		 63,909,902.04 334,251,903.2
8
329,517,966.7
2		 68,643,838.60
II. Employee benefits 14,327,349.36 14,320,533.80 6,815.56
III. Social insurance 938,499.38 12,849,186.25 12,905,457.63 882,228.00
Where: Medical
insurancepremiums		 789,484.39 12,246,181.23 12,259,474.67 776,190.95
Work-related
injuryinsurance		 62,603.91
167,745.13
172,489.71		 57,859.33
Maternity
insurance		 86,411.08
435,259.89
473,493.25		 48,177.72
IV. Housing provident
fund		 716,771.52 11,587,769.58 11,582,800.44 721,740.66
V. Labor union and
employee education
funds		 77.6
2,001,131.21
2,001,208.81
VI. Short-term
compensated absences
VII. Short-term profit
sharing plan
Total 65,565,250.54 375,017,339.6
8
370,327,967.4
0		 70,254,622.82

(3).Presentation of defined contribution plans

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Opening
balance		 Increase of
the current
period		 Decrease of
the current
period		 Closing
balance
1. Basicpension 1,078,408.97 5,605,689.66 6,137,980.91
546,117.72
2. Unemployment
insurance		 40,492.47 258,214.27 271,207.58
27,499.16
3. Enterprise annuity
payment

244 / 323

2020 ANNUAL REPORT

Total 1,118,901.44 5,863,903.93 6,409,188.49 573,616.88

Other particulars:

□ Applicable√ Not applicable

40 Taxes payable

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Value added tax(“VAT”) 25,557,167.53 25,197,722.01
Consumption tax 359.31 4,103.80
Business tax
Enterprise income tax 32,994,016.76 35,920,176.92
Personnel income tax 1,193,830.42 1,145,293.78
Urban maintenance and
construction tax		 2,971,080.02 1,711,912.59
Propertytax 5,822,344.89 6,188,353.46
Education surcharge 1,469,430.26 900,330.64
Local education surcharge 979,620.14 600,220.42
Stampduty 330,703.60 154,729.52
Disabled securityfund 16,737.84 10,857.47
Total 71,335,290.77 71,833,700.61

Other particulars: None

41 Other payables

Presented by item

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Interestpayable
Dividendpayable
Otherpayables 75,546,323.32
91,444,673.31
Total 75,546,323.32
91,444,673.31

Other particulars:

□ Applicable√ Not applicable

Interest payable

(1).Presentation by category

□ Applicable√ Not applicable

Dividends payable

(1).Presentation by category

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

Other payables

  • (1). Other payables presented by amount nature

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Deposit and margin 54,289,062.52 66,903,407.44
Repurchase obligation of
restricted shares		 12,653,905.25 15,769,051.20
Others 8,603,355.55 8,772,214.67
Total 75,546,323.32 91,444,673.31

  • (2). Other payables with the account age over one year

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Closing balance Reasons for outstanding
amount or carry-over
Repurchase obligation of
restricted shares		 12,653,905.25 The repurchase obligation of
restricted shares has not
been fulfilledyet
Total 12,653,905.25
/

Other particulars:

□ Applicable√ Not applicable

42 Held-for-sale liabilities

□ Applicable√ Not applicable

  • 43 Non-current liabilities due within one year

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Long-term borrowings due
within oneyear		 85,258,247.69
Bonds payable due within
oneyear
Long-term payables due
within oneyear
Lease liabilities due
within oneyear
Total 85,258,247.69
Other particulars:
None
44 Other current liabilities
Particulars on other current liabilities
√ Applicable□ Not applicable		 Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance

246 / 323

2020 ANNUAL REPORT

Short-term bondspayable
Return refundspayable
Output taxes to be
transferred		 1,439,262.02
1,948,803.22
Total 1,439,262.02
1,948,803.22

Changes in short-term bonds payable:

□ Applicable√ Not applicable

Other particulars:

  • √ Applicable□ Not applicable

Refer to the particulars of V.44 in “Section XI Financial Report” herein for the

difference between the opening balance and closing balance of prior year (31 December

2019).

45 Long-term borrowings

  • (1). Classification of long-term borrowings

  • Applicable√ Not applicable

Other particulars, including interest rate ranges:

□ Applicable√ Not applicable

46 Bonds payable

  • (1).Bonds payable

□ Applicable√ Not applicable

  • (2).Increase or decrease of bonds payable: (excluding other financial instruments such as preferred shares and perpetual bonds classified as financial liabilities)

  • Applicable√ Not applicable

  • (3).Description on the conversion conditions and conversion time of convertible corporate bonds

□ Applicable√ Not applicable

(4).Description on other financial instruments classified as financial liabilities

Basic information on other financial instruments such as outstanding preferred shares and perpetual bonds at the end of the period

□ Applicable√ Not applicable

Form of changes in financial instruments such as outstanding preferred shares and perpetual bonds at the end of the period

□ Applicable√ Not applicable

Description of the basis for other financial instruments classified as financial liabilities:

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

Other particulars:

□ Applicable√ Not applicable

47 Lease liabilities

  • Applicable√ Not applicable

48 Long-term payables

Presented by item

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

Long-term payables

(1).Long-term payables presented by amount nature

□ Applicable√ Not applicable

Special payables

  • (1).Special payables presented by amount nature

□ Applicable√ Not applicable

49 Long-term employee remuneration payable

  • Applicable√ Not applicable

50 Estimated liabilities

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Openingbalance Closingbalance Cause of formation
Externalguarantee
Pendingactions
Product quality
assurance
Restructuring
obligation
Onerous contract to
be executed
Return refunds
payable		 17,225,099.62 10,190,099.22 Estimate the
possible return
loss in the future
Others
Total 17,225,099.62 10,190,099.22 /

Other particulars, including descriptions on relevant important assumptions and estimates of significant estimated liabilities:

248 / 323

2020 ANNUAL REPORT

Refer to the particulars of V.44 in “Section XI Financial Report” herein for the difference between the opening balance and closing balance of prior period (31 December 2019).

51 Deferred income

Particulars on deferred income

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Opening
balance		 Increase of
the current
period		 Decrease of
the current
period		 Closing
balance		 Cause of
formation
Government
grant		 8,491,110.00 2,000,000.00 1,995,756.67 8,495,353.33 Government
allocations
Total 8,491,110.00 2,000,000.00 1,995,756.67 8,495,353.33 /

Refer to the particulars of V.44 in “Section XI Financial Report” of the report for the difference between the opening balance and closing balance of prior period (31 December 2019).

Items involving government subsidies:

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Liability
items		 Opening
balance		 Subsidy
amount
increase
d in the
current
period		 Amount
included
in
non-opera
ting
income of
the
current
period		 Amount
included
in other
income of
the
current
period		 Other
chang
es		 Closing
balance		 Pertinent
to
assets/in
come
Subsidy
for
technologi
cal
transforma
tion of
cosmetics		 8,491,11
0.00
2,000,00
0.00		 1,995,75
6.67		 8,495,35
3.33
Pertinent
to assets

Other particulars:

  • √ Applicable□ Not applicable

Refer to the particulars of “VII. 84 Government grant” in “Section XI Financial

Report” herein for the amount of government grant included in current profit or loss in the current period.

249 / 323

2020 ANNUAL REPORT

52 Other non-current liabilities

□ Applicable√ Not applicable

53 Share capital

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Opening
balance		 Increase or decrease(+ or -)due to this change Closing
balance
Issue
New
shares
Bonus
shares
Provident
funds
Transferred
shares
Others		 Sub-total
Total
shares		 201,269,560 -152,635
-152,635		 201,116,925

Other particulars:

According to the resolution at the 15th and 16th meetings of the Second Session of the Board of Directors in 2020, the 3rd extraordinary general shareholders’ meeting in 2020 and the amended articles of association, the Company applied for repurchasing 152,635 restricted RMB ordinary shares (A-shares) that are authorized but not yet unlocked by cash, and the share repurchase payment totaled RMB 2,584,110.55, in which the share capital decreased by RMB 152,635.00 and the capital reserve (share premium) decreased by RMB 2,431,475.55. Pan-China Certified Public Accountants LLP has audited and verified the above matters, and issued the Capital Verification Report (TJY [2020] No. 496).

Statement of equity pledge

As at 31 December 2020, the breakdown for the shares of major shareholders of the Company was as follows:

Company was as follows:
Name of shareholder Total number of
shares held
(share)		 Number of frozen
shares (share)
Freezing type
Fang Yuyou 46,830,632
23,120,000
Pledge
Subtotal 46,830,632
23,120,000

  • 54 Other equity instruments

  • (1).Basic information on other financial instruments such as preferred shares and perpetual bonds outstanding at the end of the period

  • Applicable√ Not applicable

  • (2).Changes in financial instruments such as preferred shares and perpetual bonds outstanding at the end of the period

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

Changes in other equity instruments of the current period, reasons for changes, and basis for relevant accounting treatment:

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

55 Capital reserve

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Opening balance Increase of the
currentperiod		 Decrease of the
currentperiod		 Closing balance
Capital
premium (Share
premium)		 803,404,232.49 11,225,993.69 20,344,266.98 794,285,959.20
Other capital
reserve		 31,949,382.99 21,994,190.14 11,194,695.64 42,748,877.49
Total 835,353,615.48 33,220,183.83 31,538,962.62 837,034,836.69

Other particulars, including descriptions on changes of the current period and reasons for changes:

1) Increase or decrease of capital premium

The capital premium (share premium) increased by RMB 11,225,993.69 in the current period, due to the followings: ① the increase of RMB 11,194,695.64 was because that other capital reserve recognized in the waiting period of the unlocked part of restricted shares issued by equity incentive plan had been transferred to the share premium; the increase of RMB 31,298.05 was because that the minority shareholder increased the capital of Zhejiang Biyouti Cosmetics Co., Ltd. (hereinafter referred to as “Biyouti”) by 5%, and because of the difference between the share in carrying net asset of Biyouti calculated according to the shareholding ratio of the Company after the capital increase and that before the capital increase.

The capital premium (share premium) decreased by RMB 20,344,266.98 in the current period, due to the followings: ① decreased by RMB 2,431,475.55; see the particulars of “VII.53 share capital” in “Section XI Financial Report” of this report for details; ② the decrease of RMB 3,065,227.01 was due to the purchase of minority shareholder equity of subsidiary - Huzhou UZERO Trading Co., Ltd., as well as the difference between the payment and the share of net identifiable assets of the subsidiary according to the new shareholding ratio; ③ the decrease of RMB 1,088,996.78 was due to the purchase of minority shareholder equity of subsidiary - Shanghai Zhongwen Electronic Commerce Co., Ltd., as well as the difference between the payment and the share of net identifiable assets of

251 / 323

2020 ANNUAL REPORT

the subsidiary according to the new shareholding ratio; ④ the decrease of RMB 110,459.96 was due to the purchase of minority shareholder equity of Hong Kong Zhongwen Electronic Commerce Co., Limited, as well as the difference between the payment and the share of net identifiable assets of the subsidiary according to the new shareholding ratio; ⑤ the decrease of RMB 13,648,107.68 was due to the purchase of minority shareholder equity of subsidiary - Ningbo TIMAGE Cosmetics Co., Ltd., as well as the difference between the payment and the share of net identifiable assets of the subsidiary according to the new shareholding ratio.

2) Increase and decrease of other capital reserve

The capital reserve increased by RMB 21,994,190.14 in the current period, due to the followings: ① the increase of RMB 19,832,803.09 was because that, according to the equity incentive plan of the Company, restricted shares incentive expense of RMB 4,193,320.87 was recognized in 2020 and included in other capital reserve; meanwhile, deferred income tax assets of RMB 15,639,482.22 were withdrawn and included in other capital reserve for the deductible amount before tax in the future that exceeded the recognized incentive expense of restricted shares; ② the increase of RMB 2,161,387.05 was due to the adjustment of capital reserve based on the difference between the actual deductible amount before tax of the unlocked part and the amount recognized in previous years.

The decrease of other capital reserve of RMB 11,194,695.64 in the current period was because that other capital reserve recognized in the waiting period of the unlocked part of restricted shares issued by equity incentive plan had been transferred to the share premium.

56 Treasury shares

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Item Opening balance Increase of the
currentperiod		 Decrease of the
currentperiod		 Closing balance
Restricted
shares with
repurchase
obligation		 15,769,051.20 3,115,145.95
12,653,905.25
Total 15,769,051.20 3,115,145.95
12,653,905.25

Other particulars, including descriptions on changes of the current period and reasons for changes:

Main reasons for the decrease of RMB 3,115,145.95 in the current period: 1) the decrease of RMB 2,584,110.55 in the current period was due to the repurchase of 152,635

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2020 ANNUAL REPORT

restricted RMB ordinary shares (A-shares) that are authorized but not yet unlocked by cash; 2) the decrease of RMB 531,035.40 in the current period was due to the offset of treasury shares for dividend distributed for 747,425 unlocked restricted shares and 152,635 restricted shares repurchased in the current period and corresponding adjustment of other payables.

57 Other comprehensive incomes

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Item At the
beginni
ng of
the
period
Balance		 Amount accounted for in the currentperiod Amount accounted for in the currentperiod Amount accounted for in the currentperiod Amount accounted for in the currentperiod Amount accounted for in the currentperiod Amount accounted for in the currentperiod At the
end of
the
period
Balance

Amount
incurr
ed
before
income
tax
for
the
curren
t
period		 Less:
Included
in other
comprehe
nsive
incomes
in the
prior
period
and
transfer
red to
profit
and loss
in the
current
period		 Less:
Included
in other
comprehe
nsive
incomes
in the
previous
period
and
transfer
red to
retained
earnings
in the
current
period		 Less:
Incom
e tax
expen
ses		 Attribu
table to
the
parent
company
after
the tax
Attribu
table to
minorit
y
shareho
lders
after
the tax
I. Other
comprehens
ive income
not to be
reclassifi
ed into
profit or
loss
Where:
Re-measure
ment of the
changes in
the
defined
benefit
plan
Other
comprehens
ive income
that may

253 / 323

2020 ANNUAL REPORT

not be
reclassifi
ed to
profit or
loss under
equity
method
Changes
in fair
value of
other
equity
instrument
investment
s
Change
in fair
value of
enterprise
's own
credit
risk
II. Other
comprehens
ive income
to be
reclassifi
ed into
profit or
loss		 -212,62
8.22		 -56,43
7.91		 -56,437
.91
-269,06
6.13
Where:
Other
comprehens
ive
incomes to
be
reclassifi
ed to
profits
and losses
via equity
method
Changes
in fair
value of
other debt
investment
s
Amount
included

254 / 323

2020 ANNUAL REPORT

in other
comprehens
ive income
on
reclassifi
cation of
financial
assets
Credit
impairment
provisions
of other
debt
investment
s
Cash
flow
hedging
reserve
Exchange
difference
s from
translatio
n of
financial
statements		 -212,62
8.22
-56,43
7.91		 -56,437
.91		 -269,06
6.13
Total
other
comprehens
ive income		 -212,62
8.22
-56,43
7.91		 -56,437
.91		 -269,06
6.13

Other particulars, including the adjustment of the effective portion of cash flow hedging profit or loss transferred to the initial recognition amount of the hedged item: None

58 Special reserve

□ Applicable√ Not applicable

59 Surplus reserve

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB

Decrease of the
currentperiod
Closing balance
100,634,780.00
Item
Statutory
surplus reserve
Arbitrary
surplus reserve
Reserve fund
Enterprise		 Opening balance Increase of the
currentperiod
Decrease of the
currentperiod
Closing balance

100,634,780.00		 100,634,780.00

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2020 ANNUAL REPORT

100,634,780.00 100,634,780.00

Descriptions on surplus reserve, including descriptions on changes of the current period and reasons for changes:

In accordance with the Company Law, where the Company’s accumulated amount of legal

reserve exceeds 50% of the Company’s registered capital, it can be no longer withdrawn.

60 Undistributed profit

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

√ Applicable□ Not applicable Unit: Yuan Currency: RMB
Item Currentperiod Previousperiod
Pre-adjustment undistributed
profits at the end of the previous
period		 908,411,607.62 634,448,228.13
Total adjustment amount of
undistributed profits at the
beginning of the period (“+”
refers to increase by adjustment
and “-” refers to decrease by
adjustment)		 908,411,607.62 634,448,228.13
Post-adjustment amount of
undistributed profits at the
beginningof theperiod
Add: Net profit attributable to
shareholders of the parent
companyin the currentperiod		 476,009,298.41 392,681,976.58
Less: Withdrawal of statutory
surplus reserves		 32,165,703.09
Arbitrary surplus reserve
accrued
Withdrawal of general risk
provision
Dividends on common shares
payable		 118,749,040.40 86,552,894.00
Dividends on common shares
converted to stock capital
Undistributed profit at the end
of theperiod		 1,265,671,865.63 908,411,607.62

According to the resolution at the 2019 annual general meeting of the Company, the

Company distributed cash dividend of RMB 5.90 (tax inclusive) per 10 shares to all shareholders based on the total share capital of 201,269,560 shares registered on the registration date of dividend-paying equity, totaling RMB 118,749,040.40 (tax

256 / 323

2020 ANNUAL REPORT

inclusive).

Details on adjustment of undistributed profits at the beginning of the period:

  1. Due to the retrospective adjustment based on the Accounting Standards for Business Enterprises and their related new regulations, the affected undistributed profit at the beginning of the period was RMB 0.

  2. Due to changes in accounting policies, the affected undistributed profit at the beginning of the period was RMB0.

  3. Due to correction of major accounting errors, the affected undistributed profit at the beginning of the period was RMB 0.

  4. Due to changes in the scope of the consolidated financial statements caused by the business combination under common control, the affected undistributed profit at the beginning of the period was RMB 0.

  5. Due to other adjustments, the affected undistributed profit at the beginning of the period was RMB 0.

61 Operating revenues and operating costs

(1).Particulars on operating revenues and operating costs

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Amount accounted for in the current
period
Amount accounted for in the previous
period
Revenue Costs Revenue Costs
Main
operations		 3,747,924,600.60 1,363,486,774.26 3,116,453,641.63 1,120,308,887.81
Other
operations		 4,462,248.42
4,075,175.52
7,066,570.14
5,264,338.42
Total 3,752,386,849.02 1,367,561,949.78 3,123,520,211.77 1,125,573,226.23

(2).Particulars on revenues from contracts

□ Applicable√ Not applicable

Description on revenues from contracts:

□ Applicable√ Not applicable

(3).Description on performance obligations

□ Applicable√ Not applicable

(4).Description on apportionment to remaining performance obligations

□ Applicable√ Not applicable

Other particulars:

None

62 Taxes and surcharges

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB Item Amount accounted for in the Amount accounted for in the

257 / 323

2020 ANNUAL REPORT

currentperiod previousperiod
Consumption tax 66,493.56 155,946.77
Business tax
Urban maintenance and
construction tax		 13,634,530.33 10,717,040.55
Education surcharge 6,988,508.15 5,651,261.92
Resource tax -527,984.00
Propertytax 5,822,344.89 6,189,563.61
Land use tax -527,984.00
Vehicle usage tax 15,600.00 356,788.50
Stampduty 1,758,703.64 1,537,784.18
Local education surcharge 4,659,005.42 3,758,763.75
Total 32,945,185.99 27,839,165.28

Other particulars:

The land use tax was negative in the prior period, because the land use tax of RMB 527,984.00 in 2018 was exempted in accordance with the Notice on Tax Matters of Huzhou Wuxing District Taxation Bureau, State Taxation Administration.

63 Selling expenses

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod		 Amount accounted for in the
previousperiod
Imagepromotion expense 1,226,430,935.32 839,023,707.19
Employee remuneration 216,021,800.31 233,027,016.74
Freight 76,246,332.91
Office expense 22,228,325.98 25,640,510.49
Travel expense 15,220,908.88 22,754,602.59
Conference fee 6,610,405.20 15,008,494.06
Research and consultingfee 7,764,271.67 9,052,048.12
Others 2,782,295.98 2,279,111.97
Total 1,497,058,943.34 1,223,031,824.07

Other particulars:

Due to the implementation of new revenue standards, the freight of RMB 117,852,735.96 was presented in the principal business cost in the current period.

64 Administrative expenses

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Item Amount accounted for in
the currentperiod
Amount accounted for
in thepreviousperiod
Employee remuneration and service fee
99,248,945.51
79,481,331.22
Office expense and business
entertainment expense		 33,851,704.91
37,535,967.80
Expenses for depreciation,
amortization and lease		 40,809,336.86
29,130,823.88

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2020 ANNUAL REPORT

Equity incentive expense for
restricted shares		 4,193,320.87
16,864,155.99
Consultingand intermediaryexpenses
17,799,433.91
12,403,364.64
Travel expense and conference fee 3,368,329.40
10,784,663.99
Others 5,008,307.22
9,059,619.50
Total 204,279,378.68
195,259,927.02

Other particulars: None

65 R&D expenses

√ Applicable□ Not applicable

65 R&D expenses
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod
Amount accounted for
in thepreviousperiod
Labor charge 42,457,484.59
33,218,856.20
Outsourced R&D expense 22,198,043.50
28,528,937.23
Direct input expense 2,232,870.29
8,553,749.86
Expenses for depreciation,
amortization and lease		 3,976,173.74
3,179,228.45
Others 1,335,456.65
1,121,834.81
Total 72,200,028.77
74,602,606.55

Other particulars: None

66 Financial expenses

  • √ Applicable□ Not applicable
66 Financial expenses
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod
Amount accounted for
in thepreviousperiod
Interest expenses 9,190,674.26
8,565,736.81
Interest income -20,740,463.77
-18,108,947.26
Handlingfee 963,155.58
542,976.58
Exchangegains and losses -3,020,481.60
-494,578.43
Total -13,607,115.53
-9,494,812.30

Other particulars: None

67 Other incomes

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod
Amount accounted for in the
previousperiod
Government grants related to
assets[Note]
1,995,756.67
1,879,090.00
Government grants related to
income[Note]
10,202,653.51
6,042,824.03
Return of handling fee for
withholdingindividual		 684,529.89
236,203.39

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2020 ANNUAL REPORT

income tax
Additional deduction of VAT
input tax
608,569.65
257,340.26
Total 13,491,509.72
8,415,457.68

Other particulars:

[Note] Refer to the particulars of “VII. 84 Government grant” in “Section XI Financial Report” herein for the amount of government grant included in other income in the current period.

68 Investment income

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod		 Amount accounted for in
thepreviousperiod
Long-term equity investment income
accounted for under the equity
method
-646,615.60		 -2,530,337.96
Investment income from disposal of
long-term equityinvestment
149,705.73
Investment income from
held-for-trading financial assets
duringthe holding period
Dividend income from other equity
instrument investments during the
holding period
Interest income from debt
investment during the holding
period
Interest income from other debt
investments during the holding
period
Investment income from disposal of
held-for-tradingfinancial assets
Investment income from disposal of
other equity instrument
investments
Investment income from disposal of
debt investment
Investment income from disposal of
other debt investments
Income from wealth management
products		 2,266,301.37 4,653,362.83
Total 1,769,391.50 2,123,024.87

Other particulars: None

260 / 323

2020 ANNUAL REPORT

69 Net exposure hedging income

□ Applicable√ Not applicable

  • 70 Income from changes in fair value

□ Applicable√ Not applicable

  • 71 Credit impairment losses

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

71 Credit impairment losses
√ Applicable□ Not applicable		 Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod		 Amount accounted for in
thepreviousperiod
Bad debt losses of notes receivable
Bad debt losses of accounts
receivable		 -24,292,116.38 -8,203,372.40
Bad debt losses of other
receivables		 383,393.99 -339,166.76
Impairment losses of debt
investment
Impairment losses of other debt
investments
Bad debt losses of long-term
receivables
Impairment losses of contract
assets
Total -23,908,722.39 -8,542,539.16

Other particulars: None

72 Asset impairment losses

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod		 Amount accounted for in the
previousperiod
1. Bad debt losses
II. Inventory falling price loss
and impairment losses of
contractperformance cost
-28,234,605.50		 -23,062,698.05
III. Impairment losses of
long-term equityinvestment		 -4,076,710.83
IV. Impairment losses of
investment real estate
V. Impairment losses of fixed
assets
VI. Impairment losses of

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2020 ANNUAL REPORT

engineeringmaterials
VII. Impairment loss of projects
under construction
VIII. Impairment losses of
productive biological assets
IX. Impairment losses of oil and
gas assets
X. Impairment losses of
intangible assets
XI. Impairment losses of
goodwill
XII. Others
Total -28,234,605.50 -27,139,408.88

Other particulars:

None

  • 73 Income from disposal of assets

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod
Amount accounted for in the
previousperiod
Income from disposal of
fixed assets		 854.57
43,245.67
Total 854.57
43,245.67

Other particulars: None

74 Non-operating income

Non-operating profits

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for
in the current period

Amount accounted for
in the previous
period
Amount included in
the current
non-recurring gains
and losses
Total gains from
disposal of
non-current assets
Where: Gains from
disposal of fixed
assets
Gains from
disposal of
intangible assets
Gains from
restructuring of
debts
Gains from exchange
of non-currency

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2020 ANNUAL REPORT

assets
Acceptance of
donations
Governmentgrant
Income from
forfeiture and
liquidated damages
1,438,505.28
576,749.36
1,438,505.28
Others 104,088.97
202,228.79
104,088.97
Total 1,542,594.25
778,978.15
1,542,594.25

Government subsidies included in current profit and loss

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

75 Non-operating expenditure

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Amount accounted for
in the current period		 Amount accounted for
in the previous
period		 Amount included in
the current
non-recurring gains
and losses
Total losses from
disposal of
non-current
assets
Where: Losses from
disposal of fixed
assets
Losses from
disposal of
intangible assets
Losses from
restructuring of
debts
Losses from
exchange of
non-currency
assets
Offering of
donations		 8,419,034.02 4,950,639.40 8,419,034.02
Compensation
expenditure		 304,032.01
Losses from
retirement of
non-current
assets		 4,113.95 4,831.73 4,113.95

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2020 ANNUAL REPORT

Others 614,781.74
884,573.70
614,781.74
Total 9,037,929.71
6,144,076.84
9,037,929.71

Other particulars:

None

76 Income tax expenses

  • (1).Table of income tax expenses

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod		 Amount accounted for in the
previousperiod
Current income tax expenses 97,265,732.16 87,534,077.32
Deferred income tax expenses -1,303,715.96 2,340,679.62
Total 95,962,016.20 89,874,756.94

(2).Adjustment process of accounting profits and income tax expenses

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

√ Applicable□ Not applicable Unit: Yuan Currency: RMB
Item Amount accounted for in the currentperiod
Totalprofits 547,571,570.43
Income tax expenses calculated at
statutory/applicable tax rate		 136,892,892.61
Effect of applying different tax rates to
subsidiaries		 -59,108,336.59
Effect of adjusting income taxes of the
previousperiods		 918,095.21
Effect of non-taxable income
Effect of non-deductible costs, expenses
and losses		 224,499.02
Effect of deductible losses of deferred
income tax assets not recognized in the
previousperiod		 -367,935.75
Effect of deductible temporary
differences or deductible losses of
deferred income tax assets not recognized
in the currentperiod		 24,833,284.65
Additional deduction of R&D expense -7,430,482.95
Income tax expenses 95,962,016.20

Other particulars:

□ Applicable√ Not applicable

77 Other comprehensive incomes

√ Applicable□ Not applicable Refer to V.57 in “Section XI Financial Report” of this report for details.

264 / 323

2020 ANNUAL REPORT

78 Items of the cash flow statement

  • (1).Other cash received relating to operating activities

  • √ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod		 Amount accounted for in
thepreviousperiod
Bank interest income 20,755,011.64 17,945,462.87
Governmentgrant 12,198,410.18 6,034,656.66
Others related to operating
activities		 48,786,531.20 3,459,621.48
Total 81,739,953.02 27,439,741.01

Descriptions on other cash received from operating activities:

None

(2).Other cash paid relating to operating activities

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod		 Amount accounted for in
thepreviousperiod
Imagepromotion expense 1,146,440,191.10 712,065,545.72
Other cash expenses 241,438,672.23 216,134,626.98
Others related to operating
activities		 35,086,174.43 11,246,654.35
Total 1,422,965,037.76 939,446,827.05

Descriptions on cash paid for other operating activities:

None

(3).Other cash received relating to investing activities

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod
Amount accounted for in
thepreviousperiod
Net cash received from
subsidiaries		 66,052,759.40
Recovery of working capital
provided to associates		 2,500,000.00
Total 66,052,759.40
2,500,000.00

Description on other cash received relating to investing activities

None

(4).Other cash paid relating to investing activities

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod
Amount accounted for in
thepreviousperiod
Net cashpaid for disposal of 1,035,148.02

265 / 323

2020 ANNUAL REPORT

subsidiaries
Working capital provided to
associates		 2,500,000.00
Total 1,035,148.02
2,500,000.00

Description on other cash paid relating to investing activities None

  • (5).Other cash received relating to financing activities

  • Applicable√ Not applicable

(6).Other cash paid relating to financing activities

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod
Amount accounted for in
thepreviousperiod
Payment for share repurchase 2,584,110.55
1,657,699.80
Amount for acquisition of
minorityshareholder equity		 100,000.00
Total 2,684,110.55
1,657,699.80

Descriptions on other cash paid for financing-related activities: None

79 Supplementary information for the cash flow statement

  • (1).Supplementary information for the cash flow statement

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

√ Applicable□ Not applicable Unit: Yuan Currency: RMB
Supplementary information Amount in the current
period		 Amount in the last period
1. Operating cash flow adjusted
from netprofits:
Netprofit 451,609,554.23 366,368,199.47
Add: Impairment provisions of
assets		 23,908,722.39 8,542,539.16
Credit impairment losses 28,234,605.50 27,139,408.88
Depreciation of fixed assets, oil
and gas assets, and productive
biological assets
41,946,043.10		 35,243,126.99
Amortization of right-of-use
assets
Amortization of intangible
assets		 14,982,350.71 14,015,243.08
Amortization of long-term
prepaid expenses		 30,864,025.47 25,913,102.37
Losses from disposal of fixed
assets, intangible assets and
other long-term assets (“-”
refers togains)		 -854.57 -43,245.67

266 / 323

2020 ANNUAL REPORT

Losses from retirement of fixed
assets(“-” refers togains)		 4,113.95 4,831.73
Losses from changes in fair value
(“-” refers togains)
Financial expenses (“-” refers
to income)		 9,190,674.26 8,538,736.81
Investment losses (“-” refers
togains)		 -1,769,391.50 -2,123,024.87
Decrease in deferred income tax
assets(“-” refers to increase)		 -3,045,810.03 -5,115,103.48
Increase in deferred income tax
liabilities (“-” refers to
decrease)		 1,742,094.07 2,216,088.09
Decrease in inventories (“-”
refers to increase)		 -174,795,286.43 -103,933,904.36
Decrease in operating
receivables (“-” refers to
increase)		 -145,846,608.97 -163,773,517.84
Increase in operating payables
(“-” refers to decrease)		 48,171,169.04 864,996.98
Others 6,354,707.92 22,103,851.00
Net cash flow generated from
operatingactivities		 331,550,109.14 235,961,328.34
2. Major investment and
financing activities involving
no cash deposit and withdrawal:
Debts converted to capital
Convertible company bonds due
within oneyear
Fixed assets acquired under
financingleases
3. Net change in cash and cash
equivalents:
Closingbalance of cash 1,401,850,754.88 1,099,092,785.07
Less: Openingbalance of cash 1,099,092,785.07 1,126,866,649.39
Add: Closing balance of cash
equivalents
Less: Opening balance of cash
equivalents
Net increase in cash and cash
equivalents		 302,757,969.81 -27,773,864.32

(2).Net cash amount paid for the acquisition of subsidiaries in the current period

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Amount
Cash or cash equivalents paid for the business combination
of the currentperiod in the currentperiod
Less: Cash and cash equivalents held bythe subsidiaries
66,052,759.40

267 / 323

2020 ANNUAL REPORT

on the acquisition date
Where: Shanghai Healthlong Biochemical Technology Co.,
Ltd.		 66,052,759.40
Add: Cash or cash equivalents paid in the current period
for the consolidation in thepreviousperiods
Net cashpaid for acquiringsubsidiaries -66,052,759.40

Other particulars:

In the current period, the capital increase of RMB 110,500,000 was made, by the Company, to Shanghai Healthlong Biochemical Technology Co., Ltd. to acquire its 52% equity, and the cash and cash equivalents held by Shanghai Healthlong Biochemical Technology Co., Ltd. on the acquisition date were listed in “other cash received relating to investing activities”.

(3).Net cash amount received from the disposal of subsidiaries in the current period

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Amount
Cash or cash equivalents received in the current period
from the disposal of subsidiaries in the currentperiod		 2,445,612.19
Where: Huzhou Tizhi Cosmetics Co.,Ltd. 2,445,612.19
Less: Cash and cash equivalents held by the subsidiaries
on the date of losingthe control		 3,480,760.21
Where: Huzhou Tizhi Cosmetics Co.,Ltd. 3,480,760.21
Add: Cash or cash equivalents received in the current
period from the disposal of subsidiaries in the previous
periods
Net cash received from disposal of subsidiaries -1,035,148.02

Other particulars:

The net cash was listed in “other cash paid relating to investing activities”.

(4).Composition of cash and cash equivalents

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
I. Cash 1,401,850,754.88 1,099,092,785.07
Where: Cash on hand 26,853.58 42,499.65
Bank deposits readily
available forpayment		 1,368,515,531.05 1,090,478,757.15
Other cash and equivalents
readily available for payment at
anytime
33,308,370.25		 8,571,528.27
Due from central bank
available forpayment
Due from placements with
banks and other financial
institutions
Call loan to banks and other
financial institutions

268 / 323

2020 ANNUAL REPORT

II. Cash equivalents
Where: Bond investment due in 3
months
III. Closing balance of cash and
cash equivalents
1,401,850,754.88
1,099,092,785.07
Where: Cash and cash equivalents
the use of which by the parent
company or any subsidiary of the
Groupis limited

The amount of trade bills transferred by endorsement, involving no cash payment and

expenses

expenses
Item Amount in the
current period		 Balance in last
period
Amount of trade bills transferred by
endorsement
12,176,952.00
58,796,965.82
Where: Payment of goods 12,176,952.00
58,796,965.82

Other particulars:

√ Applicable□ Not applicable

Supplementary information of cash flow statement

Time Balance of monetary
capital
Cash and cash
equivalents		 Amount difference
Causes of difference
31 December 2020 1,416,654,640.93 1,401,850,754.88 14,803,886.05 The margin for fixed-term
deposits of transformer was
RMB 293,481.72, the ETC
vehicle deposit was RMB
69,000.00,
the
land
construction deposit was
RMB 7,036,404.33, the L/C
deposit
was
RMB
7,000,000.00, and Tmall and
Alipay deposits were RMB
405,000.00.
31 December 2019 1,246,901,218.99 1,099,092,785.07 147,808,433.92 The margin for fixed-term
deposits of transformer was
RMB 293,481.72, the land
construction deposit was
RMB 6,909,952.20, Tmall and
Alipay deposits were RMB
605,000.00,
and
the
structured deposit was RMB
140,000,000.00.

269 / 323

2020 ANNUAL REPORT

80 Notes to items of the Statements of Changes in Owners’ Equity

Description on “other” item name and adjustment amount adjusted for balance at the end of the previous year:

□ Applicable√ Not applicable

  • 81 Assets with restricted ownership or use rights

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Carrying value at the end of
theperiod		 Reason for restriction
Cash and equivalents 14,803,886.05 Land construction
deposit, transformer
deposit, L/C deposit,
Tmall deposit, Alipay
deposit,etc.
Bills receivable
Inventories
Fixed assets
Intangible assets
Total 14,803,886.05 /

Other particulars:

None

  • 82 Foreign currency monetary items

(1).Foreign currency monetary items

  • √ Applicable□ Not applicable

Unit: Yuan

Unit: Yuan
Item Foreign currency
balance at the end
of the period		 Translation
foreign exchange
rate		 RMB translated at
the end of the
period
Balance
Cash and equivalents - - 84,925,396.80
Where: USD 910,161.83 6.5249 5,938,714.92
EUR 9,089,403.05 8.0250 72,942,459.48
HKD 4,707,222.42 0.84164 3,961,786.68
Japanese Yen 2,080.00 0.063236 131.53
Korean Won 318,899,153.00 0.005997 1,912,438.22
Swiss franc 22,953.00 7.4006 169,865.97
Accounts receivable - - 2,872,452.48
Where: USD
EUR 331,984.86 8.0250 2,664,178.50
HKD 19,218.52 0.84164 16,175.08
Korean Won 32,032,500.00 0.005997 192,098.90
Long-term borrowings - -
Where: USD
EUR
HKD

270 / 323

2020 ANNUAL REPORT

Accountspayable -
-
7,486,451.74
Where: USD 6,813.05
6.5249
44,454.47
EUR 897,119.52
8.0250
7,199,384.15
HKD 288,262.35
0.84164
242,613.12
Other receivables -
-
29,027,874.26
Where: USD 29,565.13
6.5249
192,909.52
EUR 3,485,128.23
8.0250
27,968,154.05
HKD 737,060.97
0.84164
620,339.99
Korean Won 41,099,000.00
0.005997
246,470.70
Otherpayables -
-
751,958.71
Where: Korean Won 99,667,602.97
0.005997
597,706.62
EUR 16,933.33
8.0250
135,889.97
HKD 21,817.07
0.84164
18,362.12

Other particulars:

None

  • (2).Descriptions on overseas operating entities, including, for important overseas business entities, their main overseas business locations, accounting currency and selection basis shall be disclosed; in case of any change in the accounting currency, the reasons for such change shall be also disclosed

  • √ Applicable□ Not applicable

Hapsode Co., Ltd., Hanna Cosmetics Co., Ltd. and Korea Younimi Cosmetics Co., Ltd.

are located in South Korea, with business income and expenditure dominated by Korean Won, which is used as the accounting currency; Hong Kong Xinghuo Industry Limited, Hong Kong Zhongwen Electronic Commerce Co., Limited, Hong Kong Xuchen Trading Limited, HONGKONG KESHI TRADING LIMITED, BOYA (Hong Kong) Investment Management Co., Limited and Hong Kong Wanyan Electronic Commerce Co., Limited are located in Hong Kong, with RMB as the accounting currency; P.R.O CO., LTD. is located in Japan, with business income and expenditure dominated by Japanese Yen, which is used as the accounting currency.

83 Hedging

□ Applicable√ Not applicable

84 Government grant

(1).Basic information on government grant

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Type Amount Presentation item Amount included in
current profit and
loss
Government grants
related to assets		 1,995,756.67 Other income 1,995,756.67
Governmentgrants 10,202,653.51 Other income 10,202,653.51

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2020 ANNUAL REPORT

related to income

(2).Return of government grant

□ Applicable√ Not applicable Other particulars:

1) Government grants related to assets

Item Deferred
income at the
beginning of
the period

Amount of
subsidies
increased in
the current
period
Amortization
of the
current
period
Deferred
income at the
end of the
period
Amortization
items in the
current
period

the
situation
Subsidy for
technological
transformation
of cosmetics
8,491,110.00		 2,000,000.00 1,995,756.67 8,495,353.33 Other income
Subtotal 8,491,110.00 2,000,000.00 1,995,756.67 8,495,353.33

According to the Notice on the Award for Technical Transformation of Proya Cosmetics Co., Ltd. Huzhou Branch issued by the People's Government of Daixi Town, Huzhou, the Company received technical transformation subsidy of RMB 14,561,400.00 from the Government of Daixi Town in 2014, relevant assets were allocated equally within the service life, and RMB 1,456,140.00 was included in the other income in the current period.

According to the Notice on Issuing Construction and Development Fund (First Batch) for Powerful Industrial City in 2015 (HCQ [2015] No. 150) issued by Huzhou Finance and Huzhou Economy and Information Bureau, the technical transformation subsidy of RMB 2,350,000.00 was appropriated by Huzhou Finance in 2015, relevant assets were allocated equally within the service life, and RMB 235,000.00 was included in the other income in the current period.

According to the Notice on Issuing Special Funds (Second Batch) for “Machine Substitution for Humans” Project in 2014 (WFG [2015] No. 18) issued by Development and Reform Commission of Wuxing District, Huzhou and Finance Bureau of Wuxing District, the technical transformation subsidy of RMB 500,000.00 was appropriated by Finance Bureau of Wuxing District, Huzhou in 2015, relevant assets were allocated equally within the service life, and RMB 50,000.00 was included in the other income in the current period.

According to the Notice on Issuing Special Funds (Second Batch) for Industrial Development in Huzhou in 2018 (HCQ [2018] No. 319) issued by Huzhou Finance and Huzhou Economy and Information Bureau, the technical transformation subsidy of RMB 1,379,500.00 was appropriated by Huzhou Finance in December 2018, relevant assets were allocated equally within the service life, and RMB 137,950.00 was included in the other income in

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2020 ANNUAL REPORT

the current period.

According to the Notice on Appropriating Special Subsidy Fund for Demonstration Intelligent Workshop in Wuxing District in 2019 (WCQH [2020] No. 145) issued by Huzhou Finance and Development, Reform and Economic Information Technology Commission of Wuxing District, the technical transformation subsidy of RMB 2,000,000.00 was appropriated by Finance Bureau of Wuxing District, Huzhou in May 2020, relevant assets were allocated equally within the service life, and RMB 116,666.67 was included in the other income in the current period.

2) Government grants related to income, used to cover the accrued relevant costs or losses

losses
Item Amount Presenta
tion item
the situation
Utilization of municipal
support
funds
for
capital market in 2019

3,915,000.00
Other
income		 According to the Supporting Opinions on
Promoting the Financial Innovation and
Development of “Internet Plus” (XFG [2016]
No. 1), it was appropriated by Xixi
Sub-district Office and Liuxia Sub-district
Office of the People's Government of Xihu
District,Hangzhou
Enterprise scale award
for municipal “Kunpeng
Plan”

1,000,000.00
Other
income		 According to the Notice on Declaration for
Scale Award of Large Enterprises and Groups
under "Kunpeng Plan" in 2019 issued by Hangzhou
Municipal Bureau of Economy and Information
Technology (HJXYX [2020] No. 98), it was
appropriated by Hangzhou Municipal Bureau of
Economyand Information Technology
Post stability subsidies
530,528.03
Other
income		 According to the Opinions of CPC Zhejiang
Provincial Committee and Zhejiang Provincial
People's Government on Fight against COVID-19
as well as Stable Enterprises, Stable Economy
and Stable Development, Notice of Zhejiang
Province Human Resources and Social Security
Department and Zhejiang Provincial Department
of Finance on Implementation of the Policy for
Steady Work and Refund with Unemployment
Insurance in 2020, Notice on Further
Implementation of the Work for Steady Work with
Unemployment Insurance (ZWF [2020] No. 4, ZRSF
[2020] No. 10), it was appropriated by Hangzhou
Employment Service Center
Special
subsidy
for
municipal Industry and
information technology,
invention
patent



4,757,125.48
Other
income		 Appropriated by Liuxia Sub-district Office of
the People's Government of Xihu District,
Hangzhou, Huzhou Finance, Hangzhou Finance
Bureau,Finance Bureau ofQingpu District,

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2020 ANNUAL REPORT

subsidy, special subsidy Shanghai, Finance Bureau of Wuxing District, for e-commerce, Huzhou, Human Resources and Social Security financial support fund Bureau of Wuxing District, Huzhou, Market from Qingpu Finance Supervision Administration of Xihu, Hangzhou, Bureau, district subsidy etc. for provincial leading innovation team, special subsidy for service industry, two-direct subsidy, etc. Subtotal 10,202,653.51

(2) The government grant included in the current profit or loss was RMB 12,198,410.18

in the current period.

85 Others

□ Applicable√ Not applicable

VIII Change in Consolidation Scope

  • 1 Consolidation not under common control

  • √ Applicable□ Not applicable

(1).Consolidation not under common control occurring in the current period

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Name of
acquir
ee
Equity
acquis
ition
time		 Equity
acquisit
ion cost		 Equity
acquis
ition
percen
tage
(%)		 Equity
acquisit
ion type
Date of
acquis
ition
Basis
for
determ
ining
the
acquis
ition
date		 Income of
acquiree
from the
acquisit
ion date
to the
end of
the
period
Net
profit
of
acquiree
from the
acquisit
ion date
to the
end of
the
period
Shangh
ai
Health
long
Bioche
mical
Techno
logy
Co.,
Ltd.		 Octobe
r 2020		 110,500,
000.00
52.00		 Consolid
ation
not
under
common
control		 Octobe
r 2020		 Comple
tion of
proper
ty
right
transf
er and
obtain
ing of
contro
l
181,257,
879.50
-6,640,3
91.94

Other particulars: None

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2020 ANNUAL REPORT

(2).Consolidation cost and goodwill

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Combination cost Shanghai Healthlong Biochemical
TechnologyCo.,Ltd.
--Cash 110,500,000.00
--Fair value of non-cash assets
--Fair value of the debts issued or assumed
--Fair value of the equitysecurities issued
--Fair value of contingent consideration
--Acquisition-date fair value of the equity
held before the acquisition date
--Others
Total combination cost 110,500,000.00
Less: Fair value share of the identifiable
net assets acquired
79,465,838.80
Goodwill/Amount of the combination cost
below fair value share of the identifiable
net assets acquired
31,034,161.20

Description on determination method for fair value of combination cost, contingent consideration and its change:

None

Main reason for the formation of large-amount goodwill: None

Other particulars:

The fair value share of the net identifiable assets acquired includes RMB 57.46 million entitled by the Company as per the shareholding ratio in the capital increase of RMB 110.5 million of the Company.

(3).Identifiable assets and liabilities of the acquiree on the acquisition date

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Shanghai HealthlongBiochemical TechnologyCo.,Ltd.
Fair value on the acquisition date Carryingvalue on the acquisition
Assets: 171,243,990.12 171,243,990.12
Cash and
equivalents		 66,052,759.40 66,052,759.40
Receivables 5,746,539.14 5,746,539.14
Inventories 8,431,333.75 8,431,333.75
Fixed assets
1,298,177.42		 1,298,177.42
Intangible
assets		 304,454.08 304,454.08
Long-term
prepaid		 775,036.70 775,036.70

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2020 ANNUAL REPORT

expenses
Prepayment 38,318,670.27 38,318,670.27
Other
receivables		 50,317,019.36 50,317,019.36
Liabilities: 128,925,069.36 128,925,069.36
Borrowings
Payables 78,525,109.34 78,525,109.34
Deferred
income tax
liabilities
Accounts
received in
advance		 20,272,794.03 20,272,794.03
Other
payables		 16,504,326.42 16,504,326.42
Employee
benefits
payable		 1,224,371.90 1,224,371.90
Taxes
payable		 12,398,467.67 12,398,467.67
Net assets 42,318,920.76 42,318,920.76
Less:
Minority
equity
Net assets
acquired		 42,318,920.76 42,318,920.76

Determination method for fair value of identifiable assets and liabilities: None

Contingent liabilities of acquiree assumed in the business combination:

None

Other particulars:

None

  • (4).Gains or losses arising from the re-measurement of the equity held before the acquisition date as per the fair value

Whether there is a transaction where a business combination is achieved stepwise through multiple transactions and the control is obtained within the Reporting Period

□ Applicable√ Not applicable

  • (5).Descriptions on the situation that it is unable to reasonably determine the consolidation consideration or the fair value of identifiable assets and liabilities of the acquiree on the acquisition date or at the end of the current consolidation period

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

(6).Other particulars

□ Applicable√ Not applicable

  • 2 Consolidation under common control

  • Applicable√ Not applicable

  • 3 Reverse acquisition

  • Applicable√ Not applicable

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2020 ANNUAL REPORT

4 Disposal of subsidiaries

Whether there is a loss of control upon a single disposal of investment to subsidiaries

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Name of
subsidiaries
Equity
disposal
price		 Equity
disposal
ratio
(%)
Equity
disposal
method
Time
point
of
losing
the
control
Basis of
determination
of the time
point of
losing the
control
Balance of
net assets
shares of
subsidiaries
corresponded
by disposal
of price and
disposal of
investment
at the level
of
consolidated
financial
statements




Proportion
of the
remaining
equities
on the day
of losing
the
control
(%)

Carrying
value of
the
remaining
equities
on the
date of
losing
the
control
Fair
value of
the
remaining
equities
on the
date of
losing
the
control
Gains or losses
arising from
re-measurement
of the
remaining
equities
pursuant to the
fair value
Huzhou Tizhi
Cosmetics
Co., Ltd.
4,106,289.39
51.00		 Sales April
2020		 Control loss
upon
completion of
property
right
transfer

261,034.21

Other particulars:

□ Applicable√ Not applicable

278 / 323

2020 ANNUAL REPORT

5 Change in consolidation scope due to other reasons

Descriptions on changes in the scope of consolidated financial statements for other reasons (e.g., establishing subsidiaries, clearing subsidiaries, etc.) and their related circumstances:

√ Applicable□ Not applicable

  1. Increase of consolidation scope
Company Name Equity
acquisition
type		 Equity
acquisition
time		 Amount of
contribution		 Contribution
ratio (%)
Hong Kong Xuchen
Trading Limited		 New
subsidiaries		 March 2020 0.00
100.00
BOYA
(Hong
Kong)
Investment
Management
Co.,
Limited		 New
subsidiaries		 March 2020 0.00
100.00
Proya Europe SARL
New
subsidiaries		 April 2020 90,685.20
100.00
Zhejiang
Qingya
Culture
Art
Communication
Co.,Ltd.		 New
subsidiaries		 May 2020 550,000.00
55.00
Hangzhou Weiluoke
Cosmetics Co., Ltd.
[Note]		 New
subsidiaries		 July 2020 3,907,664.00
100.00
Hangzhou
Yizhuo
Culture Media Co.,
Ltd.		 New
subsidiaries		 July 2020 1,000,000.00
100.00
P.R.O CO., LTD. New
subsidiaries		 August 2020 0.00
95.00

279 / 323

2020 ANNUAL REPORT

Hangzhou
Tiedingxian
Catering
Management
Co.,
Ltd.		 New
subsidiaries		 August 2020 2,000,000.00
80.00
Hangzhou Tielexin
Aini
Catering
Management
Co.,
Ltd.		 New
subsidiaries		 August 2020 500,000.00
100.00
Hangzhou
Xiake
Bar
Catering
Management
Co.,
Ltd.		 New
subsidiaries		 August 2020 2,500,000.00
100.00
Hangzhou
Proya
Snail Fitness Co.,
Ltd.		 New
subsidiaries		 August 2020 1,000,000.00
100.00
Hangzhou Qingyan
Cosmetics Co., Ltd.		 New
subsidiaries		 August 2020 0.00
51.00
Hangzhou
Oumisi
Trading Co., Ltd.		 New
subsidiaries		 August 2020 2,000,000.00
100.00
Huzhou
Poyun
Electronic
Commerce Co., Ltd.		 New
subsidiaries		 September
2020		 1,200,000.00
60.00
Guangzhou Qianxi
Network
Technology
Co.,
Ltd.		 New
subsidiaries		 October 2020 1,000,000.00
100.00

[Note] Hangzhou Weiluoke Cosmetics Co., Ltd. is jointly contributed by the Company and Hong Kong Xinghuo Industry Limited, with the total amount of RMB 3,907,664.00.

280 / 323

2020 ANNUAL REPORT

2. Decrease of consolidation scope

Company Name Equity disposal
method
Time point of
disposal of
equity		 Net assets on
disposal date		 Net profit from
the beginning of
the period to the
disposal date

-6,683.21
Hangzhou
Qingyan
Cosmetics
Co.,
Ltd.		 Cancellation December 2020 993,316.79

6 Others

□ Applicable√ Not applicable

281 / 323

2020 ANNUAL REPORT

IX Equity in Other Entities

1 Equity in subsidiaries

(1).Composition of the enterprise group

√ Applicable□ Not applicable

Name of
subsidiaries		 Main
place of
business		 Registered
address
Nature of
the
business
Shareholding ratio
(%)
Shareholding ratio
(%)		 Mode of
acquisition
Direct Indirect
Hangzhou
Proya Trade
Co., Ltd.		 Hangzhou Hangzhou Wholesale
and
retail
business
100.00
Establishment
Zhejiang
Meiligu
Electronic
Commerce
Co.,Ltd.		 Hangzhou Hangzhou Wholesale
and
retail
business
100.00
Establishment
Huzhou
Chuangdai
E-commerce
Co.,Ltd.		 Huzhou Huzhou Wholesale
and
retail
business		 100.00 Establishment
Hapsode
(Hangzhou)
Cosmetics
Co.,Ltd.		 Hangzhou Hangzhou Wholesale
and
retail
business
100.00
Establishment
Huzhou UZERO
Trading Co.,
Ltd.

Huzhou		 Huzhou Wholesale
and
retail
business
100.00
Establishment
Hong Kong
Xinghuo
Industry
Limited		 Hong Kong Hong Kong Wholesale
and
retail
business
100.00
Establishment
HONGKONG
KESHI
TRADING
LIMITED		 Hong Kong Hong Kong Wholesale
and
retail
business
52.00
Establishment
Ningbo Keshi
Trading
Limited
Ningbo		 Ningbo Wholesale
and
retail
business
52.00
Establishment
Ningbo
TIMAGE
Cosmetics
Co.,Ltd.		 Ningbo Ningbo Wholesale
and
retail
business
61.36
Establishment
Shanghai
Healthlong
Biochemical
Technology
Co.,Ltd.		 Shanghai Shanghai Wholesale
and
retail
business
52.00
Consolidation
not under
common
control

282 / 323

2020 ANNUAL REPORT

Descriptions on the situation that the shareholding ratio in the subsidiary is different from the share of the voting rights: None

Basis for holding half or less of the voting rights of the investee but still controlling the investee and holding more than half of the voting rights but not controlling the investee:

None

Basis for controlling important structured entities included in the scope of consolidated financial statements: None

Basis for determining whether the Company is an agent or a principal: None

Other particulars: None

(2).Important non-wholly-owned subsidiaries

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Name of
subsidiaries		 Shareholding
ratio of
minority
shareholders		 Profits and
losses
attributable to
minority
shareholders in
the current
period		 Dividends
declared and
distributed to
minority
shareholders in
the current
period		 Minority equity
balance at the
end of the
period
HONGKONG
KESHI TRADING
LIMITED		 48.00%
-5,981,584.30		 17,365,581.26
Ningbo Keshi
Trading
Limited		 48.00%
-3,917,661.02		 -5,614,155.64
Ningbo TIMAGE
Cosmetics
Co.,Ltd.		 38.64%
-5,345,955.31		 -8,636,628.03
Shanghai
Healthlong
Biochemical
Technology
Co.,Ltd.		 48.00%
-3,187,388.13		 70,165,693.83

Descriptions on the situation that the shareholding ratio of minority shareholders in the subsidiary is different from that of the voting rights:

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

283 / 323

2020 ANNUAL REPORT

(3).Major financial information of important non-wholly-owned subsidiaries √ Applicable□ Not applicable

Unit: Yuan Currency: RMB Yuan Currency: RMB Yuan Currency: RMB
Name
of
subs
idia
ries		 Closing balance Opening balance
Curre
nt
asset
s		 Non-c
urren
t
asset
s		 Total
asset
s		 Curr
ent
liab
ilit
ies		 Non-
curr
ent
liab
ilit
ies

Tota
l
liab
ilit
ies		 Curre
nt
asset
s		 Non-
curr
ent
asse
ts
Total
asset
s		 Curre
nt
liabi
litie
s		 Non-
curr
ent
liab
ilit
ies

Total
liabi
litie
s
HONG
KONG
KESH
I
TRAD
ING
LIMI
TED		 81,65
5,123
.48
81,65
5,123
.48
50,8
24,1
97.5
4		 50,8
24,1
97.5
4
155,4
19,17
4.42
155,4
19,17
4.42
116,4
04,50
9.18
116,4
04,50
9.18
Ning
bo
Kesh
i
Trad
ing
Limi
ted		 10,51
8,765
.49
10,51
8,765
.49
22,2
14,9
23.0
8		 22,2
14,9
23.0
8
4,866
,629.
16
45,
000
.00
4,911
,629.
16
8,445
,992.
96
8,445
,992.
96
Ning
bo
TIMA
GE
Cosm
etic
s
Co.,
Ltd.		 42,47
7,967
.12
85,0
10.0
7
42,56
2,977
.19
64,3
00,8
99.0
0		 64,3
00,8
99.0
0
4,383
,228.
97
4,383
,228.
97
7,454
,712.
50
7,454
,712.
50
Shan
ghai
Heal
thlo
ng
Bioc
hemi
cal
Tech
nolo
gy
Co.,
Ltd.		 163,0
08,51
8.70
3,94
5,88
5.57
166,9
54,40
4.27
20,7
75,8
75.4
5		 20,7
75,8
75.4
5
Name of
Amount accounted for in the current		 Amount accounted for in the previous

284 / 323

2020 ANNUAL REPORT

subsid
iaries		 period period period period
Revenue Net
profit		 Total
compreh
ensive
income		 Cash
flow
from
operati
ng
activit
ies		 Revenue Net
profit		 Total
compreh
ensive
income		 Cash
flow
from
operati
ng
activit
ies
HONGKO
NG
KESHI
TRADIN
G
LIMITE
D		 115,636
,625.15
-8,183,
739.30
-8,183,
739.30
3,713,5
47.69
135,818
,021.02
4,278,1
74.24
4,278,1
74.24
-13,269
,802.15
Ningbo
Keshi
Tradin
g
Limite
d		 11,342,
789.14
-8,161,
793.79
-8,161,
793.79
-3,229,
770.29
738,107
.69
-4,534,
363.80
-4,534,
363.80
-235,67
0.94
Ningbo
TIMAGE
Cosmet
ics
Co.,
Ltd.		 176,461
,811.57
-18,666
,438.28
-18,666
,438.28
4,907,6
11.95
-3,685,
083.53
-3,685,
083.53
794,443
.17
Shangh
ai
Health
long
Bioche
mical
Techno
logy
Co.,
Ltd.		 181,257
,879.50
-6,640,
391.94
-6,640,
391.94
-72,438
,611.71

Other particulars: None

(4).Significant restrictions on the use of corporate group assets and the liquidation of corporate group debts

□ Applicable√ Not applicable

285 / 323

2020 ANNUAL REPORT

  • (5).Financial support or other supports provided to structured entities included in the scope of consolidated financial statements

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

  • 2 Transaction resulting in change of owner’s equity proportion in subsidiaries but still in control of the subsidiaries

  • √ Applicable□ Not applicable

  • (1).Description on change of owner’s equity proportion in subsidiaries

  • √ Applicable□ Not applicable

Name of subsidiaries Change date Shareholding
ratio before
change		 Shareholding
ratio after
change
Huzhou UZERO Trading Co.,
Ltd.		 March 2020 95.00% 100.00%
Zhejiang Biyouti Cosmetics
Co.,Ltd.		 May 2020 100.00% 95.00%
Shanghai Zhongwen Electronic
Commerce Co.,Limited
September 2020		 53.00% 83.00%
Hong Kong Zhongwen Electronic
Commerce Co.,Limited
September 2020		 53.00% 83.00%
Ningbo TIMAGE Cosmetics Co.,
Ltd.
November 2020		 55.22% 61.36%

  • (2).Influence of transactions on minority shareholders’ equity and equity attributable to shareholders of the parent company

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Huzhou UZERO
Trading Co., Ltd.
Shanghai
Zhongwen
Electronic
Commerce Co.,
Limited		 Hong Kong
Zhongwen
Electronic
Commerce
Co.,
Limited		 Ningbo TIMAGE
Cosmetics
Co., Ltd.
Purchase
cost/disposal
consideration		 100,000.00
15,350,000.00
--Cash 100,000.00
15,350,000.00
--Fair value of
non-cash assets
Total purchase
cost/disposal
consideration		 100,000.00
15,350,000.00
Less: Net assets of -3,065,227.01
-988,996.78		 -110,459.96
1,701,892.32

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2020 ANNUAL REPORT

subsidiaries
calculated as per the
equity ratio of
acquisition/disposal
Difference 3,065,227.01
1,088,996.78
110,459.96		 13,648,107.68
Where: Adjusted
capital reserve		 3,065,227.01
1,088,996.78
110,459.96		 13,648,107.68
Adjusted
surplus reserve
Adjusted
undistributed
profits

Other particulars

  • √ Applicable□ Not applicable

On 26 May 2020, the Resolution of Shareholders Meeting of Zhejiang Biyouti Cosmetics

Co., Ltd. approved the registered capital increase of RMB 526,300 and the contribution of RMB 1.50 million by TEOH YONG WOOI, including RMB 526,300 as the paid-up capital and RMB 973,700 as the capital reserve. The difference between the share in carrying net asset of Biyouti calculated according to the shareholding ratio of the Company after the capital increase and that before the capital increase was RMB 31,298.05 and included in the capital reserve.

  • 3 Equity in joint ventures or associates

  • √ Applicable□ Not applicable

  • (1).Important joint ventures or associates

  • Applicable√ Not applicable

  • (2).Major financial information of important joint ventures

□ Applicable√ Not applicable

  • (3).Major financial information of important associates

□ Applicable√ Not applicable

  • (4).Summary financial information of unimportant joint ventures and associates

  • √ Applicable□ Not applicable

√ Applicable□ Not applicable √ Applicable□ Not applicable √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Balance at the end of the
period/Amount accounted for
in the currentperiod		 Balance at the beginning of
the period/Amount accounted
for in thepreviousperiod
Joint ventures:
Total carrying value of
investments		 3,306,630.57 3,314,489.57
Total of the followingitems calculated accordingto the shareholdingratio

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--Netprofits -7,859.00
-882,267.90
--Other comprehensive
income
--Total comprehensive
income		 -7,859.00
-882,267.90
Associates:
Total carrying value of
investments		 54,913,429.03
11,413,514.11
Total of the followingitems calculated accordingto the shareholdingratio
--Netprofits -638,756.60
-1,648,070.06
--Other comprehensive
income
--Total comprehensive
income		 -638,756.60
-1,648,070.06

Other particulars None

  • (5).Descriptions on significant limitation of the ability of a joint venture or associate to transfer funds to the Company

□ Applicable√ Not applicable

  • (6).Excess losses incurred by a joint venture or associate

□ Applicable√ Not applicable

  • (7).Unrecognized commitments related to joint venture investment

  • Applicable√ Not applicable

  • (8).Contingent liabilities related to joint venture or associate investment

□ Applicable√ Not applicable

  • 4 Important joint operations

  • Applicable√ Not applicable

5 Equity in structured entities not included in the consolidated financial statements Descriptions on structured entities not included in the consolidated financial statements:

□ Applicable√ Not applicable

6 Others

  • Applicable√ Not applicable

  • X Risks Associated with Financial Instruments

  • √ Applicable□ Not applicable

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The Company's risk management objective is to achieve balance between risks and returns and minimize the negative impact of risks on our results of operations, so as to maximize interests of shareholders and other equity investors. Based on this risk management objective, the basic strategy of the Company's risk management is to identify and analyze the risks faced by the Company, establish appropriate baseline risk tolerance and carry out risk management, and monitor various risks in a timely and reliable manner, so as to control the risks within a limited range.

The Company is faced with different risks related to financial instruments during daily activities, mainly including credit risk, liquidity risk and market risk. The Company’s management has examined and approved policies for managing these risks, which can be summarized as follows.

  • (I) Credit risk

Credit risk refers to the risk that may bring financial loss to one party of the financial instrument caused by the other party’s failure to perform its obligations in the contract.

  1. Practice of credit risk management

  2. (1) Assessment method of credit risk

The Company, on each balance sheet date, assesses whether the credit risk of relevant financial instruments has increased significantly since initial recognition. In determining whether the credit risk has increased significantly since initial recognition, the Company takes into account the reasonable and well-founded information available without unnecessary additional costs or efforts, including qualitative and quantitative analysis based on historical data, external credit risk rating and forward-looking information. The Company determines the changes that may result in default risk of financial instruments within their expected duration by comparing the default risk of the financial instruments on the balance sheet date and the initial recognition date based on an individual financial instrument or the combined financial instruments with similar credit risk characteristics.

The Company deems that the credit risk of the financial instruments has increased significantly if any one or more of the following quantitative and qualitative standards are triggered:

1) The main quantitative standard is that the probability of default within the remaining duration on the balance sheet date has increased by more than certain proportion compared with that at the initial recognition;

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2) The main qualitative standard is that there are material adverse changes occurring to the business or financial conditions of the debtor and changes in the exiting or anticipated technology, market, economic or legal environment which have a material adverse effect on the debtor’s ability to make repayment to the Company.

(2) Definitions of default and assets with credit impairment

If the financial instruments meet any one or more of the following conditions, the Company defines the financial assets as in default, with its standard consistent with the definition of credit impairment:

  • 1) The debtor faces major financial difficulties;

2) The debtor breaches the governing provisions for it in the contract;

  • 3) The debtor is very likely to become bankrupt or undergo other financial

  • restructuring proceedings;

4) The creditor makes a concession to the debtor which it will not make under any other circumstances for the economic or contractual considerations in connection with the debtor’s financial difficulties;

  1. Measurement of expected credit loss

The key parameters for measurement of expected credit loss include the probability of default, loss given default and default risk exposure. The Company builds the model of probability of default, loss given default and default risk exposure considering the quantitative analysis of historical statistical data (such as counterparty rating, guarantee type, category of collateral and pledge, repayment method) and forward-looking information.

  1. Refer to the particulars of VII.5, VII.6 and VII.8 in “Section XI Financial Report” herein for the opening balance and closing balance reconciliation sheet of financial instrument loss provisions.

  2. Credit risk exposure and credit risk concentration

The credit risk of the Company is mainly from the monetary capital and receivables. To control the above related risk, the Company has respectively taken the following measures.

(1) Monetary capital

The bank deposit and other monetary capitals of the Company were deposited at financial institutions with high credit rating; therefore, the credit risk was low. (2) Receivables

The Company continuously carries out credit assessment on customers who trade in

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2020 ANNUAL REPORT

credit. According to the result of credit assessment, the Company deals with the approved customers with good credit, and monitors the balance of its receivables, so as to prevent a significant risk of bad debt.

No guarantee is required as the Company only transacts with recognized and reputable third parties. Credit risk concentration is managed as per customers. As of 31 December 2020, there was certain credit risk concentration in the Company and 49.42% (31 December 2019: 56.80%) of the accounts receivable of the Company was from the customers with a balance ranking top 5. The Company had no guarantee or other credit enhancements on the balance of the accounts receivable.

The maximum credit risk exposure of the Company is the carrying value of the financial assets in the balance sheet.

(II) Liquidity risk

Liquidity risk refers to the risk of a shortage of funds of the Company when the Company is performing its obligation to settle in the form of delivery of cash or other financial assets. Liquidity risk may be from the inability to sell financial assets at fair value as soon as possible, the other party’ inability to pay off its contractual debt, the debt due in advance or the inability to generate anticipated cash flow.

To control such risk, the Company applies various financing methods, such as clearing and bank loans, in appropriate combination of long and short-term financing ways to optimize the financing structure and keep the balance between financing sustainability and flexibility. The Company has obtained line of credit from several commercial banks to meet the working capital demand and capital expenditure.

Financial liabilities classified as per the remaining due date

Item Closing balance
Carrying value Undiscounted
contract value		 Within 1 year 1-3
years		 Above 3
years
Bank loans 299,280,435.09
306,965,009.72
306,965,009.72
Bills
payable		 64,580,000.00
64,580,000.00
64,580,000.00
Accounts
payable		 515,832,031.27
515,832,031.27
515,832,031.27
Other
payables		 75,546,323.32
75,546,323.32
75,546,323.32

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Subtotal 955,238,789.68 962,923,364.31 962,923,364.31
962,923,364.31
962,923,364.31
(Continued)
Item Year-end balance of last year
Carrying value Undiscounted
contract value
Within 1 year		 1-3
years		 Above 3
years
Bank loans 214,305,644.20 217,020,041.44 217,020,041.44
Bills
payable		 41,830,948.53
41,830,948.53
41,830,948.53
Accounts
payable		 347,316,843.39 347,316,843.39 347,316,843.39
Other
payables		 91,444,673.31
91,444,673.31
91,444,673.31
Subtotal 694,898,109.43 697,612,506.67 697,612,506.67

(III) Market risk

Market risk refers to the risk of fluctuating fair value of the financial instruments or future cash flow due to the change of the market price. Market risk mainly includes interest rate risk and foreign exchange risk.

1. Interest rate risk

Interest rate risk refers to the risk of fluctuating fair value of the financial instruments or future cash flow due to the change of the market interest rate. The interest-bearing financial instruments with a fixed interest rate put the Company at the interest rate risk of fair value and those with a floating interest rate put the Company at the interest rate risk of cash flow. The Company determines the proportion of financial instruments with a fixed interest rate and floating interest rate according to the market environment, and maintains an appropriate combination of financial instruments through regular review and monitoring.

2. Foreign exchange risk

Foreign exchange risk refers to the risk of fluctuating fair value of the financial instruments or future cash flow due to the change of foreign exchange rate. The risk of foreign exchange rate changes faced by the Company is mainly related to the Company's foreign currency assets and liabilities. The Company carries out business in the Chinese mainland, with the main activities valuated in RMB. Therefore, the market risk of foreign exchange changes faced by the Company is not material.

See VII.82 in “Section XI Financial Report” of this report for particulars on the

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2020 ANNUAL REPORT

foreign currency assets and liabilities of the Company at the end of the period.

  • XI Disclosure of Fair Value

  • 1 Closing fair value of assets and liabilities measured at fair value

  • √ Applicable□ Not applicable

Unit: Yuan Unit: Yuan Currency: RMB
Item Closingfair value
Level-1 fair
value
measurement		 Level-2 fair
value
measurement		 Level-3 fair
value
measurement		 Total
I. Continuous fair
value measurement
(I) Held-for-trading
financial assets
1. Financial assets at
fair value through
profit or loss
(1) Debt instrument
investment
(2) Equity instrument
investment
(3) Derivative
financial assets
2. Financial asset
designated as at fair
value through profit
or loss
(1) Debt instrument
investment
(2) Equity instrument
investment
(II) Other debt
investments
(III) Other equity
instrument
investments
(IV) Investment real
estate
1. Land use rights used
for rent
2. Rental buildings
3. Land use rights held
and ready to be
transferred after
appreciation
(V)Biological assets
1. Consumable
biological assets
2. Productive

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2020 ANNUAL REPORT

biological assets
(VI) Receivables
financing		 5,531,997.32 5,531,997.32
Total assets
continuously measured
at fair value		 5,531,997.32 5,531,997.32
(VI) Held-for-trading
financial liabilities
1. Financial
liabilities at fair
value through profit
or loss
Where: Tradable bonds
issued
Derivative
financial liabilities
Others
2. Financial
liabilities
designated to be
measured as per fair
value, with their
changes included in
the current profit or
loss
Total liabilities
continuously measured
at fair value
II. Non-continuous
fair value
measurement
(I) Assets held for
sale
Total assets not
continuously measured
at fair value
Total liabilities not
continuously measured
at fair value
  • 2 Basis for determining market prices of items continuously and not continuously measured at the first-level fair value

□ Applicable√ Not applicable

  • 3 Qualitative and quantitative information on valuation techniques and important parameters adopted by items continuously and not continuously measured at the second-level fair value

  • Applicable√ Not applicable

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2020 ANNUAL REPORT

  • 4 Qualitative and quantitative information on valuation techniques and important parameters adopted by items continuously and not continuously measured at the third-level fair value

  • √ Applicable□ Not applicable

The fair value of the notes receivable held is determined by their nominal amount.

5 Information on reconciliation between the beginning carrying value and the closing carrying value of items continuously measured at the third-level fair value and sensitivity analysis on unobservable parameters

□ Applicable√ Not applicable

  • 6 For items continuously measured at fair value, in case of any conversion between various levels in the current period, reasons for the conversion and policies to determine the conversion time should be provided

□ Applicable√ Not applicable

7 Changes in valuation techniques and reasons for changes in the current period

  • Applicable√ Not applicable

  • 8 Particulars on fair value of financial assets and liabilities which are not measured at fair value

  • Applicable√ Not applicable

9 Others

□ Applicable√ Not applicable

XII Related Parties and Related-party Transactions

1 Particulars on the parent company of the Company

□ Applicable√ Not applicable

  • 2 Particulars on subsidiaries of the Company

Particulars on subsidiaries of the Company are shown in the relevant notes

√ Applicable□ Not applicable

See Note IX in Section XI of this Report for the particulars on subsidiaries of the Company.

3 Particulars on joint ventures and associates of the Company

For important joint ventures and associates of the Company, see the Notes for details

□ Applicable√ Not applicable

Particulars on other joint ventures and associates which have related-party transactions with the Company in the current period or had related-party transactions with the Company in the previous period and form balances are as follows

□ Applicable√ Not applicable

Other particulars

□ Applicable√ Not applicable

4 Particulars on other related parties

√ Applicable□ Not applicable

Name of other related parties Relationship between other related parties and

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2020 ANNUAL REPORT

the Company
Chu Xiuqi Others
Zhejiang Yueqing Rural Commercial
Bank CompanyLimited		 Others
Huzhou Meizhuang Town Science and
TechnologyIncubation Park Co.,Ltd.		 Others
Raohe Ussuri River Rice Industry Co.,
Ltd.		 Others
China Commerce Association for
General Merchandise		 Others
Xiongke Culture Media (Hangzhou) Co.,
Ltd.		 Others
Beijing Mitangpai Cosmetics Co., Ltd.
[Note]		 Others
Metis Info Tech(Guangzhou)Co.,LTD. Others
Hangzhou Regenovo Biotechnology.,
Ltd.		 Others
Zhuhai Healthlong Biotechnology Co.,
Ltd.		 Others
Shaoxing Keqiao Qingteng Culture
Investment Co.,Ltd.		 Others
PARISEZHAN HK LIMITED Others
EURL PHARMATICA Others
SARL ORTUS Others
S.A.S AREDIS Others
Korea Youke Co.,Ltd. Others
Shanghai Youke Brand Management Co.,
Ltd.		 Others
Pan Xiang Others

Other particulars

  • [Note] Beijing Mitangpai Cosmetics Co., Ltd. was cancelled in August 2020.

  • 5 Particulars on related-party transactions

  • (1).Related-party transactions for the purchase and sales of goods and the rendering and receipt of services

Table of information on the purchase of goods/the receipt of services

  • √ Applicable□ Not applicable
Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB
Related party Related-party
transaction content
Amount accounted
for in the current
period		 Amount accounted
for in the previous
period
Zhuhai Healthlong
Biotechnology Co.,
Ltd.		 Procurement of
goods		 2,914.13
EURL PHARMATICA [Note] Procurement of
goods		 2,908.10
3,023.88

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2020 ANNUAL REPORT

SARL ORTUS [Note] Procurement of
goods		 959.72
962.16
Metis Info Tech
(Guangzhou) Co., LTD.		 Advertising and
communication
service fees		 203.88
1,262.47
Hangzhou Regenovo
Biotechnology.,Ltd.		 R&D and design fees
120.00
S.A.S AREDIS [Note] Procurement of
goods		 117.16
274.11
Shaoxing Keqiao
Qingteng Culture
Investment Co.,Ltd.		 Procurement of
goods		 54.08
Beijing Mitangpai
Cosmetics Co.,Ltd.		 Procurement of
goods		 10.00
Xiongke Culture Media
(Hangzhou) Co., Ltd.		 Consulting fees,
video production
services		 0.53
164.18
China Commerce
Association for
General Merchandise		 Membership fee 0.50
0.50
PARISEZHAN HK LIMITED
[Note]		 Procurement of
goods		 8,198.96
Korea Youke Co., Ltd. Procurement of
goods		 744.54
Raohe Ussuri River
Rice Industry Co.,
Ltd.		 Purchase of rice 7.49

[Note] The Company and PARISEZHAN HK LIMITED entered into the Investment Cooperation Contract and a Supplementary Agreement (hereinafter collectively referred to as “Investment Agreement”) in 2019. According to the Investment Agreement, the Parties will jointly found HONGKONG KESHI TRADING LIMITED, to which PARISEZHAN HK LIMITED and its shareholders agree to transfer its brand agency services (including Boiron and Puressentiel), cross-border e-commerce business, online Tmall International Store, etc. After founding HONGKONG KESHI TRADING LIMITED, the Parties completed the business handover and transferred the online store to HONGKONG KESHI TRADING LIMITED for operation. Before completion of the change of registration information of the store, HONGKONG KESHI TRADING LIMITED carries out sales through the online store, with the payment for goods and promotion expenses collected and paid by PARISEZHAN HK LIMITED. PARISEZHAN HK LIMITED has collected the sales volume of RMB 10,296,200 through the online store and paid the store promotion expenses of RMB 675,300 in the current period.

Meanwhile, pursuant to the investment agreement, PARISEZHAN HK LIMITED agreed that the business of EURL PHARMATICA, SARL ORTUS and S.A.S AREDIS controlled by PARISEZHAN

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2020 ANNUAL REPORT

HK LIMITED and its shareholders would be transferred into HONGKONG KESHI TRADING LIMITED within 12 months from the date of officially becoming a shareholder of HONGKONG KESHI TRADING LIMITED (subject to the industrial and commercial registration), and EURL PHARMATICA, SARL ORTUS and SARL ORTUS would no longer engage in business competing with the Company and HONGKONG KESHI TRADING LIMITED. As at 31 December 2020, EURL PHARMATICA, SARL ORTUS and S.A.S AREDIS have not transferred related business to HONGKONG KESHI TRADING LIMITED due to overseas COVID-19 pandemic situation, business direction adjustment of the Company, etc.

Table of information on the sale of goods/the rendering of services

√ Applicable□ Not applicable

Unit: RMB 0’000 Currency: RMB Unit: RMB 0’000 Currency: RMB
Related party Related-party
transaction content
Amount accounted for
in the current
period
Amount accounted for
in the previous
period
Shanghai Youke Brand
Management Co.,Ltd.		 Sales of goods 5,672.40
Korea Youke Co.,Ltd. Sales ofgoods 630.03
813.22
Beijing Mitangpai
Cosmetics Co., Ltd.		 Sales of goods,
agent operation
services		 224.53
139.44
Shaoxing Keqiao
Qingteng Culture
Investment Co.,Ltd.		 Sales of goods 0.71
PARISEZHAN HK LIMITED Sales ofgoods 248.09

Particulars on related-party transactions for the purchase and sales of goods and the rendering and receipt of services

□ Applicable√ Not applicable

(2).Particulars on related-party entrusted management/contracting and entrusting management/outsourcing

Table of information on the Company's entrusted management/contracting:

□ Applicable√ Not applicable

Particulars on related-party entrusting/contracting

□ Applicable√ Not applicable

Table of information on the Company's entrusting management/outsourcing

□ Applicable√ Not applicable Particulars on related-party management/outsourcing

□ Applicable√ Not applicable

(3).Particulars on related-party leases

The Company as the lessor:

□ Applicable√ Not applicable

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2020 ANNUAL REPORT

The Company as the lessee:

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: RMB 0’000 Currency: RMB
Name of lessor Types of leased
assets		 Rental fee recognized
in the currentperiod		 Rental fee recognized in
thepreviousperiod
Huzhou
Meizhuang Town
Science and
Technology
Incubation Park
Co.,Ltd.
Plant		 65.26
42.64

Descriptions on related-party leases

□ Applicable√ Not applicable

(4).Particulars on related-party guarantees

The Company as a guarantor

□ Applicable√ Not applicable

The Company as a guaranteed party

□ Applicable√ Not applicable

Descriptions on related-party guarantees

□ Applicable√ Not applicable

(5).Related-party fund lending

□ Applicable√ Not applicable

  • (6).Particulars on related-party asset transfer and debt restructuring

□ Applicable√ Not applicable

(7).Compensation of key management personnel

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: RMB0’000 Currency: RMB
Item Amount accounted for in the
currentperiod		 Amount accounted for in
thepreviousperiod
Compensation of key management
personnel
734.87
731.15

(8).Other related-party transactions

  • √ Applicable□ Not applicable

The Company and its subsidiaries have opened bank accounts in Zhejiang Yueqing Rural

Commercial Bank Company Limited and collected the interest on deposit according to the market

interest rate.

  • (1) Deposit in related-party bank
Unit: RMB 0’000 Unit: RMB 0’000
Related party Related-party
transaction
content		 Closing
balance		 Opening
balance

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2020 ANNUAL REPORT

Zhejiang Yueqing Rural Commercial Bank
Company Limited
Cash at bank		 14,390.77
12,149.26

(2) Interest collection from related party

Unit: RMB 0’000 Unit: RMB 0’000
Related party Related-party
transaction
content		 Amount in the
current
period
Balance in
last period
Zhejiang Yueqing Rural Commercial Bank
Company Limited
Interest income
593.97
513.91
  • 6 Receivables from and payables to related parties

(1).Receivables

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Items Related party Closing balance Opening balance

Carrying
balance		 Bad debt
provisions		 Carrying
balance		 Bad debt
provisions
Accounts
receivable
Beijing
Mitangpai
Cosmetics
Co.,Ltd.		 1,436,213.74
71,810.69
Subtotal 1,436,213.74
71,810.69
Prepayment
Zhuhai
Healthlong
Biotechnology
Co.,Ltd.
21,432,452.28
Huzhou
Meizhuang
Town Science
and
Technology
Incubation
Park Co.,Ltd.
44,000.00		 1,000.00
Shanghai
Youke Brand
Management
Co.,Ltd.		 39,150.95
EURL
PHARMATICA
[Note]		 16,860,085.06
Xiongke
Culture Media		 5,300.00

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2020 ANNUAL REPORT

(Hangzhou)
Co.,Ltd.
Subtotal 21,515,603.23
16,866,385.06
Other
receivables
EURL
PHARMATICA
[Note]		 24,167,639.75 1,208,381.99
5,004,666.01
250,233.30
Huzhou
Meizhuang
Town Science
and
Technology
Incubation
Park Co.,Ltd.
132,568.20
61,770.46
132,568.20
34,128.41
Pan Xiang 75,000.00
22,500.00
75,000.00
3,750.00
Beijing
Mitangpai
Cosmetics
Co.,Ltd.		 27,000.00
1,350.00
Subtotal 24,375,207.95 1,292,652.45
5,239,234.21
289,461.71

[Note] The item EURL PHARMATICA refers to the consolidated statistics of EURL PHARMATICA, PARISEZHAN HK LIMITED, SARL ORTUS and S.A.S AREDIS under the control of the same person.

(2).Payables

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Items Related party Carrying balance
at the end of the
period		 Carrying balance at the
beginning of the period
Accountspayable
Metis Info Tech
(Guangzhou) Co.,
LTD.		 99,718.88
S.A.S AREDIS 263,358.19
Huzhou Meizhuang
Town Science and
Technology
Incubation Park
Co.,Ltd.		 126,303.38
Subtotal 363,077.07
126,303.38
Contract
liabilities
Shanghai Youke
Brand Management
Co.,Ltd.		 34,200.00

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2020 ANNUAL REPORT

Subtotal 34,200.00

7 Related-party commitments

□ Applicable√ Not applicable

8 Others

□ Applicable√ Not applicable

XIII Share-based payments

1 Overall situation of share-based payment

  • √ Applicable□ Not applicable
1 Overall situation of share-based payment
√ Applicable□ Not applicable
Unit: Share Currency: RMB
Total amount of equity instruments granted by
the Companyin the currentperiod
Not applicable
Total amount of equity instruments exercised
bythe Companyin the currentperiod
Total amount of equity instruments invalid in
the Companyin the currentperiod
152,635
Range of the exercise price for outstanding
share options of the Company at the end of the
period,and the remainingcontract term

Not applicable
Range of the exercise price for other
outstanding equity instruments of the
Company at the end of the period, and the
remainingcontract term		 The grant price of the granted restricted
shares is RMB 17.95/share, with the term
of 60 months from the grant date.
Other particulars

On 12 July 2018, according to the Proposal on the Restricted Share Incentive Plan of the Company in 2018 (Draft) and Its Summary reviewed and adopted at the First

Extraordinary General Meeting of the Company in 2018 and to the Incentive Plan, the Company proposed to grant no more than 1.4672 million restricted shares to incentive objects, where 1.2011 million stocks would be initially granted and 266,100 stocks would be reserved. The initial grant date of the restricted shares is 12 July 2018, the incentive objects include senior management, middle management and backbone employees working for the Company (excluding the independent directors and supervisors, the shareholder or actual controller severally or jointly holding more than 5% shares in the Company and its spouse, parents and children), with 32 persons in total, and the grant price is RMB 17.95/share. The subject shares involved in this Incentive Plan is from the Class A ordinary shares of the Company introduced to the incentive objects by the Company. The validity period of this Incentive Plan is from the date when the registration of the grant of restricted shares was completed to the date when all the restricted shares granted to the incentive objects are exempt from restricted sales or repurchased and cancelled,

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2020 ANNUAL REPORT

with the maximum period no more than 60 months. The granted restricted shares will be exempt from restricted sales within 36 months in three phases after 12 months of initial grant of the restricted shares, with the proportion in three phases respectively as 30%, 30% and 40%. The performance condition for exempting from restricted sales in phase 1 is that: On the basis of the operating revenue and net profit in 2017, the growth rate of operating revenue and net profit in 2018 was respectively no less than 30.8% and 30.1%. The performance condition for exempting from restricted sales in phase 2 is that: On the basis of the operating revenue and net profit in 2017, the growth rate of operating revenue and net profit in 2019 was respectively no less than 74.24% and 71.21%. The performance condition for exempting from restricted sales in phase 3 is that: On the basis of the operating revenue and net profit in 2017, the growth rate of operating revenue and net profit in 2020 was respectively no less than 132.61% and 131.99%.

On 12 July 2018, the Proposal on Initial Grant of Restricted Shares to Incentive Objects was reviewed and adopted at the 22th meeting of the First Session of the Board of Directors of the Company to determine 12 July 2018 as the initial grant date. Some incentive objects voluntarily waived the subscription in practice and the number of restricted shares actually granted by the Company was 1.0962 million.

On 12 December 2018, the Proposal on Grant of Reserved Restricted Shares to Incentive Objects was reviewed and adopted at the 3rd meeting of the Second Session of the Board of Directors of the Company to determine 12 December 2018 as the grant date of the reserved restricted shares. The incentive objects completed the subscription in practice and the number of restricted shares actually granted by the Company was 266,100.

On 30 December 2019, the Proposal on Achievement Conditions for Exempting from Restricted Sales in Phase 1 of Initial Grant and Reserved Grant in the Restricted Share Incentive Plan in 2018 was reviewed and adopted at the 10th meeting of the Second Session of the Board of Directors of the Company to lift 369,500 restricted shares held by the incentive objects meeting the conditions for exempting from the restricted sales in phase 1, with the circulation date as 6 January 2020.

According to the Proposal on Repurchase and Cancellation of the Restricted Shares Granted to the Incentive Objects No Longer Meeting the Incentive Conditions But Not Exempt from Restricted Sales reviewed and adopted at the 4th meeting of the Second Session of the Board of Directors in 2019 and the First Extraordinary General Meeting in 2019, and the Proposal on Repurchase and Cancellation of Some Equity Incentive Restricted Shares reviewed and adopted at the 8th meeting of the Second Session of the Board of Directors

303 / 323

2020 ANNUAL REPORT

in 2019, 92,740 restricted shares were repurchased and cancelled and the repurchase cost of RMB 1,657,699.80 was paid because some incentive objects quitted the job or their performance assessment failed to meet the conditions for exempting from restricted sales of restricted shares in the current period.

On 6 July 2020, according to the Proposal on Adjusting the Performance Assessment Indexes at Company Level in 2020 in the Restricted Share Incentive Plan in 2018 and Relevant Documents reviewed and adopted at the Second Extraordinary General Meeting of the Company in 2020, the Company adjusted the performance assessment target in phase 3 of exempting from restricted sales in the original incentive plan to that: on the basis of the operating revenue and net profit in 2017, the growth rate of the operating revenue and net profit in 2020 is respectively no less than 110.22% and 131.99%.

The equity instruments invalid in the current period were, in accordance with the resolutions at the 15th and 16th meetings of the Second Session of the Board of Directors in 2020 and the Proposal on Repurchase and Cancellation of Some Equity Incentive Restricted Shares reviewed and adopted at the Third Extraordinary General Meeting in 2020, to repurchase and cancel 152,635 restricted shares and pay the repurchase cost of RMB 2,584,110.55 because some incentive objects resigned or their performance assessment failed to meet the conditions for exempting from restricted sales of restricted shares in the current period.

2 Particulars on equity-settled share-based payment

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Determination method for the fair value of
equity instruments on the grant date		 Determined as per the stock price on the
grant date and the grant price of
restricted shares
Basis for determining the number of
exercisable equity instruments		 Determined according to the estimated
performance conditions in the lifting
period
Reasons for significant differences between
the estimates in the current period and the
previousperiod

Not applicable
Accumulative amount of equity-settled
share-based payments included in the capital
reserve
53,943,573.13
Total expenses recognized by equity-settled
share-basedpayments in the currentperiod
4,193,320.87
Other particulars
None

304 / 323

2020 ANNUAL REPORT

3 Particulars on cash-settled share-based payment

□ Applicable√ Not applicable

4 Particulars on modification and termination of share-based payment

  • Applicable√ Not applicable

5 Others

□ Applicable√ Not applicable

XIV Commitments and Contingencies

  • 1 Important commitments

√ Applicable□ Not applicable

Important external commitments, nature, and amount existing on the balance sheet date In 18 October 2020, as approved by the 3[rd] extraordinary general shareholders’ meeting in 2020,

the Company was proposed to apply for public offering of A-share convertible bonds of not exceeding

RMB 803,500,000, and the net amount of the funds raised for issuing of convertible bonds, net of issue expenses, will be used for the following items:

expenses, will be used for the following items:
Items Total investment
(00’000)		 Raised fund to be
invested
Huzhou
Production
Base
Expansion
Project
48,687.11
33,850.00
Longwu R&D Center Construction Project
21,774.45
19,450.00
Information System Upgrade Project 11,239.50
9,050.00
Additional working capital 18,000.00
18,000.00
Total 99,701.06
80,350.00

2 Contingencies

  • (1).Important contingencies on the balance sheet date

□ Applicable√ Not applicable

  • (2).If the Company has no important contingencies that need to be disclosed, explanation shall also be provided:

□ Applicable√ Not applicable

3 Others

□ Applicable√ Not applicable

XV Events after the Balance Sheet Date

1 Important non-adjusting events

□ Applicable√ Not applicable

305 / 323

2020 ANNUAL REPORT

  • 2 Profit distribution

  • √ Applicable□ Not applicable

2 Profit distribution
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Profits or dividends proposed to be
distributed
144,804,186.00
Profits or dividends reviewed and
approved to be declared for
distribution		 144,804,186.00
  • 3 Sales return

□ Applicable√ Not applicable

4 Description on other events after the balance sheet date

□ Applicable√ Not applicable

XVI Other Important Events

1 Correction of accounting errors in previous period

  • (1).Retrospective restatement method

  • Applicable√ Not applicable

  • (2).Future application method

  • Applicable√ Not applicable

  • 2 Debt restructuring

  • Applicable√ Not applicable

  • 3 Assets replacement

  • (1).Non-monetary assets exchange

  • Applicable√ Not applicable

  • (2).Other assets replacement

□ Applicable√ Not applicable

  • 4 Annuity plan

  • Applicable√ Not applicable

  • 5 Discontinued operations

  • Applicable√ Not applicable

  • 6 Segment information

  • (1).Basis for determining reporting segments and accounting policies √ Applicable□ Not applicable

306 / 323

2020 ANNUAL REPORT

The Company has no diversified operations or trans-regional operations, so no segmental reporting is made. The breakdown of principal business income and principal business cost of the Company, by brand, was as follows:

2020

Brand Income from main
operations		 Cost of principal
business		 Cost of principal
business		 Gross profit
Proya 2,985,608,479.56 986,945,516.11
1,998,662,963.45
Other brands 762,316,121.04 376,541,258.15
385,774,862.89
Subtotal 3,747,924,600.60 1,363,486,774.26
2,384,437,826.34
2019 Gross profit
1,792,934,338.60
203,210,415.22
1,996,144,753.82
Brand Income from main
operations		 Cost of principal
business		 Gross profit
Proya 2,655,623,315.78
862,688,977.18		 1,792,934,338.60
Other brands 460,830,325.85
257,619,910.63		 203,210,415.22
Subtotal 3,116,453,641.63 1,120,308,887.81 1,996,144,753.82
  • (2).Financial information of reporting segments

□ Applicable√ Not applicable

  • (3).If the Company does not have a reporting segment, or if it cannot disclose the total assets and total liabilities of each reporting segment, the reasons shall be explained

□ Applicable√ Not applicable

(4).Other particulars

□ Applicable√ Not applicable

  • 7 Other important transactions and events that have an impact on investors’ decisions

  • Applicable√ Not applicable

8 Others

□ Applicable√ Not applicable

XVII Notes to the main items of the parent company’s financial statements

  • 1 Accounts receivable

  • (1).Disclosure by account age

  • √ Applicable□ Not applicable

√ Applicable□ Not applicable √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Account age Carryingbalance at the end of theperiod
Within 1year

307 / 323

2020 ANNUAL REPORT

Where: Subitems within 1year
Sub-total within 1year 539,730,234.31
1-2years 67,108,742.67
2-3years 10,635,137.38
Above 3years
3-4years
4-5years
Above 5years
Total 617,474,114.36

(2).Disclosure by accruing method for bad debt provisions

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Categ
ory		 Closingbalance Closingbalance Closingbalance Closingbalance Openingbalance Openingbalance Openingbalance Openingbalance
Carrying
balance		 Bad debt
provisions		 Carryi
ng
value		 Carrying
balance		 Bad debt
provisions		 Carryi
ng
value
Amount Perc
enta
ge
(%)		 Amount Accr
uing
perc
enta
ge
(%)		 Amount Perc
enta
ge
(%)		 Amount Accr
uing
perc
enta
ge
(%)
Bad
debt
provi
sions
accru
ed
separ
ately
Where:
Bad
debt
provi
sions
accru
ed
accor
ding
to
the
combi
natio
n		 617,47
4,114.
36
100.
00
52,436
,703.2
1
8.49
565,03
7,411.
15
655,25
1,782.
77
100.
00
41,170
,327.8
7
6.28
614,08
1,454.
90
Where:
Total 617,47
4,114.
36
/		 52,436
,703.2
1
/		 565,03
7,411.
15
655,25
1,782.
77
/		 41,170
,327.8
7
/		 614,08
1,454.
90

308 / 323

2020 ANNUAL REPORT

Bad debt provisions accrued separately:

□ Applicable√ Not applicable

Bad debt provisions accrued according to the combination: √ Applicable□ Not applicable

Items of portfolio provision: Account age combination

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Name Closingbalance
Accounts receivable Bad debt provisions Accruing percentage
(%)
Account age
combination		 617,474,114.36
52,436,703.21
8.49
Total 617,474,114.36
52,436,703.21
8.49

Recognition standards and descriptions on bad debts in portfolio provision: □ Applicable√ Not applicable

If bad debt provisions are accrued according to the general model of expected credit losses, please refer to the disclosure on other receivables: □ Applicable√ Not applicable

(3).Particulars on bad debt provisions

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Unit: Yuan Unit: Yuan Unit: Yuan Currency: RMB
Category Opening
balance		 Change of the currentperiod Closing
balance
Accrued Recovere Resold or Other
d or written-of change
reversed f s
Bad debt
provisions
accrued
according
to the
combinatio
n		 41,170,327.8
7
11,477,535.5
6		 211,160.22
52,436,703.2
1
Total 41,170,327.8
7
11,477,535.5
6		 211,160.22
52,436,703.2
1

Significant bad debt provision amounts recovered or reversed in the current period: □ Applicable√ Not applicable

(4).Particulars on accounts receivable actually written-off in the current period

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Written-off amount
Accounts receivable actuallywritten-off
211,160.22

309 / 323

2020 ANNUAL REPORT

Writing-off of significant accounts receivable

□ Applicable√ Not applicable

  • (5).Particulars on top 5 accounts receivable in terms of the balance at the end of the period based on debtors

  • √ Applicable□ Not applicable

Company name Carrying balance
Proportion (%) of
the balance of
accounts
receivable
Bad debt
provisions
Zhejiang
Meiligu
Electronic
Commerce Co., Ltd.
194,757,806.35
31.54
9,737,890.32
Hangzhou Proya Trade Co., Ltd. 164,236,582.96
26.60
8,211,829.15
Huzhou UZERO Trading Co., Ltd. 105,627,945.58
17.11
18,370,228.37
Huzhou Chuangdai E-commerce Co.,
Ltd.
57,196,907.32
9.26
2,859,845.37
Hangzhou
Proya
Commercial
Management Co., Ltd.
44,351,306.05
7.18
4,435,130.61
Subtotal 566,170,548.26
91.69
43,614,923.82
  • (6).Accounts receivable derecognized due to the transfer of financial assets

□ Applicable√ Not applicable

  • (7).Amount of assets and liabilities formed due to the transfer and continuous involvement of accounts receivable

  • Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

2 Other receivables

Presented by item

  • √ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance
Interest receivable
Dividend receivable
Other receivables 236,585,409.48 31,800,093.90
Total 236,585,409.48
31,800,093.90

Other particulars:

□ Applicable√ Not applicable

310 / 323

2020 ANNUAL REPORT

Interest receivable

  • (1).Classification of interest receivable

□ Applicable√ Not applicable

  • (2).Important overdue interest

□ Applicable√ Not applicable

  • (3).Particulars on accruing of bad debt provisions

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

Dividend receivable

  • (1).Dividend receivable

□ Applicable√ Not applicable

  • (2).Important dividend receivable with the account age over one year

  • Applicable√ Not applicable

  • (3).Particulars on accruing of bad debt provisions

□ Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

Other receivables

(1). Disclosure by account age

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Account age Carryingbalance at the end of theperiod
Within 1year
Where: Subitems within 1year
Sub-total within 1year 225,714,864.15
1-2years 23,059,702.19
2-3years 35,780,461.67
Above 3years 123,488,831.25
3-4years
4-5years
Above 5years
Total 408,043,859.26

(2). Particulars on classification by amount nature

  • √ Applicable□ Not applicable

Amount nature

Unit: Yuan Currency: RMB Carrying balance at the end Carrying balance at the

311 / 323

2020 ANNUAL REPORT

of theperiod beginningof theperiod
Borrowing/lendingcost 402,005,709.08
179,090,840.39
Deposit and margin 5,100,314.72
4,838,414.72
Pettycash 932,910.70
300,000.00
Others 4,924.76
421,215.83
Total 408,043,859.26
184,650,470.94

(3). Particulars on accruing of bad debt provisions

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Bad debt
provisions		 Phase 1 Phase 2 Phase 3 Total
Expected
credit losses
in the next 12
months		 Expected credit
loss for the
entire duration
(no credit
impairment
occurred)		 Expected credit
loss for the
entire duration
(credit
impairment
occurred)
Balance as at 1
January2020
579,944.52		 14,700.00 152,255,732.52 152,850,377.04
Balance as at 1
January 2020 in
the
current
period

-- Transferred
into Phase 2
-465,370.74		 465,370.74
-- Transferred
into Phase 3		 -14,700.00 14,700.00
-- Reversed into
Phase 2
-- Reversed into
Phase 1
Accrued in the
currentperiod
7,890,983.06		 2,326,853.68 8,390,236.00 18,608,072.74
Reserved in the
currentperiod
Resold in the
currentperiod
Written-off in
the
current
period
Other changes
Balance as at 31
December 2020
8,005,556.84		 2,792,224.42 160,660,668.52 171,458,449.78

Particulars on the significant changes in the carrying balance of other receivables in which changes in loss provisions occurred in the current period:

□ Applicable√ Not applicable

312 / 323

2020 ANNUAL REPORT

The basis for adopting the amount of bad debt provisions accrued for the current period and the assessment on whether the credit risk of financial instruments increased significantly:

□ Applicable√ Not applicable

(4). Particulars on bad debt provisions

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Unit: Yuan Unit: Yuan Unit: Yuan Unit: Yuan Currency: RMB
Category Opening
balance		 Change of the currentperiod Closing
balance
Accrued Recovere Resold or Other
d or written-o change
reversed ff s
Bad debt
provision
s accrued
separatel
y		 152,209,232.
52
8,363,936.0
0		 160,573,168.
52
Bad debt
provision
s accrued
according
to the
combinati
on		 641,144.52
10,244,136.
74		 10,885,281.2
6
Total 152,850,377.
04
18,608,072.
74		 171,458,449.
78

Significant bad debt provision amounts reversed or recovered in the current period: □ Applicable√ Not applicable

(5). Particulars on other receivables actually written-off in the current period

□ Applicable√ Not applicable

  • (6). Particulars on top 5 other receivables in terms of the balance at the end of the period based on debtors

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Company
name		 Amount nature Closing
balance		 Accoun
t age		 Percentage
(%) in the
total
balance at
the end of
the period
of other
receivable
s		 Balance of bad
debt
provisions at
the end of the
period

313 / 323

2020 ANNUAL REPORT

Hapsode
(Hangzhou)
Cosmetics
Co.,Ltd.		 Borrowing/lendin
g cost		 237,448,782.7
0		 [Note
1]		 58.19 159,856,503.4
9
Hong Kong
Xinghuo
Industry
Limited		 Borrowing/lendin
g cost		 143,782,379.1
9		 Within
1 year		 35.24
7,189,118.96
Ningbo
TIMAGE
Cosmetics
Co.,Ltd.		 Borrowing/lendin
g cost		 15,849,466.68 [Note
2]		 3.88
1,942,173.33
Hangzhou
Property
Maintenanc
e Fund
Management
Center		 Deposit and
margin		 4,708,614.72 1-2
years		 1.15
1,412,584.42
Ningbo
Keshi
Trading
Limited		 Borrowing/lendin
g cost		 3,031,666.68 Within
1 year		 0.74
151,583.33
Total / 404,820,909.9
7		 / 99.20 170,551,963.5
3

[Note 1] Within 1 year: RMB 65,559,502.30; 1-2 years: RMB 12,731,987.48; 2-3 years:

RMB 35,731,461.67; more than 3 years: RMB 123,425,831.25.

[Note 2] Within 1 year: RMB 11,250,666.68; 1-2 years: RMB 4,598,800.00.

  • (7). Receivables involving government grants

□ Applicable√ Not applicable

  • (8). Other receivables derecognized due to the transfer of financial assets

□ Applicable√ Not applicable

  • (9). Amount of assets and liabilities formed due to the transfer and continuous involvement of other receivables

  • Applicable√ Not applicable

Other particulars:

□ Applicable√ Not applicable

  • 3 Long-term equity investment

  • √ Applicable□ Not applicable

Unit: Yuan Currency: RMB
Item Closingbalance Openingbalance

314 / 323

2020 ANNUAL REPORT

Carrying
balance		 Impairmen
t
provision
s		 Carrying
value		 Carrying
balance		 Impairmen
t
provision
s		 Carrying
value
Investmen
t to
subsidiar
ies		 337,957,32
7.24
42,500,00
0.00
295,457,32
7.24
193,493,28
1.61
42,500,00
0.00		 150,993,28
1.61
Investmen
ts to
associate
s and
joint
ventures		 51,915,628
.82		 51,915,628
.82
12,965,896
.60
4,076,710
.83		 8,889,185.
77
Total 389,872,95
6.06
42,500,00
0.00
347,372,95
6.06
206,459,17
8.21
46,576,71
0.83		 159,882,46
7.38

(1). Investment to subsidiaries

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB

Invested
company		 Opening
balance		 Increase of
the current
period		 Decrease
of the
current
period		 Closing
balance		 Impairme
nt
provisio
ns
accrued
in the
current
period		 Balance of
impairment
provisions
at the end
of the
period
Hangzhou
Proya Trade
Co.,Ltd.
30,000,000.
00
875,097.64
30,875,097.
64
Hanna
Cosmetics
Co.,Ltd.		 2,094,048.0
0		 2,094,048.0
0
Zhejiang
Meiligu
Electronic
Commerce
Co.,Ltd.		 10,000,000.
00
6,383,777.5
1
16,383,777.
51
Yueqing
Laiya
Trading
Co.,Ltd.		 1,000,000.0
0		 1,000,000.0
0
Hapsode
(Hangzhou)
Cosmetics
Co.,Ltd.		 42,500,000.
00		 42,500,000.
00		 42,500,000
.00
Mijing Siyu
(Hangzhou)
Cosmetics
18,000,000.
00		 18,000,000.
00

315 / 323

2020 ANNUAL REPORT

Co.,Ltd.
Huzhou
UZERO
Trading
Co.,Ltd.		 4,750,000.0
0
818,795.63
5,568,795.6
3
Huzhou
Niuke
Technology
Co.,Ltd.		 3,500,000.0
0		 3,500,000.0
0
Hangzhou
Proya
Commercial
Management
Co.,Ltd.		 5,000,000.0
0		 5,000,000.0
0
Huzhou
Younimi
Cosmetics
Co.,Ltd.		 20,308,163.
00		 20,308,163.
00
Shanghai
Zhongwen
Electronic
Commerce
Co.,
Limited		 5,300,000.0
0
100,000.00
5,400,000.0
0
Korea
Younimi
Cosmetics
Co.,Ltd.		 5,046,455.6
1		 5,046,455.6
1
HONGKONG
KESHI
TRADING
LIMITED		 24,736,491.
00		 24,736,491.
00
Hong Kong
Xinghuo
Industry
Limited		 10,185,924.
00		 10,185,924.
00
Ningbo
TIMAGE
Cosmetics
Co.,Ltd.		 552,200.00 15,350,000.
00
15,902,200.
00
Ningbo
Keshi
Trading
Limited		 520,000.00 520,000.00
Zhejiang
Biyouti
Cosmetics
Co.,Ltd.		 10,000,000.
00		 10,000,000.
00
Ningbo
Proya		 4,186,374.8
5
4,186,374.8
5

316 / 323

2020 ANNUAL REPORT

Enterprise
Consulting
Management
Co.,Ltd.
Hangzhou
Yizhuo
Culture
Media Co.,
Ltd.		 1,000,000.0
0
1,000,000.0
0
Hangzhou
Oumisi
Trading
Co.,Ltd.		 2,000,000.0
0
2,000,000.0
0
Guangzhou
Qianxi
Network
Technology
Co.,Ltd.		 1,000,000.0
0
1,000,000.0
0
Zhejiang
Qingya
Culture Art
Communicat
ion Co.,
Ltd.		 550,000.00 550,000.00
Hangzhou
Qingyan
Cosmetics
Co.,Ltd.		 510,000.00 510,000.
00
Huzhou
Poyun
Electronic
Commerce
Co.,Ltd.		 1,200,000.0
0
1,200,000.0
0
Shanghai
Healthlong
Biochemica
l
Technology
Co.,Ltd.		 110,500,000
.00
110,500,000
.00
Hangzhou
Weiluoke
Cosmetics
Co.,Ltd.		 500,000.00 500,000.00
BOYA (Hong
Kong)
Investment
Management
Co.,
Limited
Total 193,493,281 144,974,045 510,000. 337,957,327 42,500,000

317 / 323

2020 ANNUAL REPORT

.61 .63 00 .24 .00

(2). Investments to associates and joint ventures

√ Applicable□ Not applicable

Unit: Yuan Unit: Yuan Unit: Yuan Unit: Yuan Currency: RMB Currency: RMB
Inves
tor		 Openi
ng
balan
ce		 Change of the currentperiod Closi
ng
balan
ce		 Bala
nce
of
impa
irme
nt
prov
isio
ns at
the
end
of
the
peri
od
Addit
ional
inves
tment		 With
draw
n
inve
stme
nt		 Inves
tment
gains
and
losse
s
recog
nized
under
the
equit
y
metho
d		 Adju
stme
nt to
othe
r
comp
rehe
nsiv
e
inco
me
Othe
r
equi
ty
chan
ges		 Decla
ratio
n on
distr
ibuti
on of
cash
divid
ends
or
profi
ts		 Accru
ing
of
impai
rment
provi
sions		 Other
s
I.Joint venture
Huzho
u
Panru
i
Indus
trial
Inves
tment
Partn
ershi
p
(Limi
ted
Partn
ershi
p)		 3,314
,489.
57		 -7,85
9.00		 3,306
,630.
57
Sub-t
otal		 3,314
,489.
57		 -7,85
9.00		 3,306
,630.
57
II. Associate
Xiong
ke
Cultu
re
Media
(Hang
zhou)
Co.,
Ltd.		 2,999
,955.
82		 -14,4
44.47		 2,985
,511.
35

318 / 323

2020 ANNUAL REPORT

Beiji
ng
Mitan
gpai
Cosme
tics
Co.,
Ltd.
Ningb
o Segu
Brand
Manag
ement
Co.,
Ltd.
2,574
,740.
38
1,86
1,32
8.48
-713,
411.9
0
Jiaxi
ng
Woyon
g
Inves
tment
Partn
ershi
p
(Limi
ted
Partn
ershi
p)		 46,00
0,000
.00
-376,
513.1
0		 45,62
3,486
.90
Sub-t
otal		 5,574
,696.
20
46,00
0,000
.00
1,86
1,32
8.48
-1,10
4,369
.47		 48,60
8,998
.25
Total 8,889
,185.
77
46,00
0,000
.00
1,86
1,32
8.48
-1,11
2,228
.47		 51,91
5,628
.82

Other particulars: None

4 Operating revenues and operating costs

(1). Particulars on operating revenues and operating costs

√ Applicable□ Not applicable

Unit: Yuan Currency: RMB Unit: Yuan Currency: RMB
Item Amount accounted for in the
currentperiod		 Amount accounted for in the
previousperiod
Revenue Costs Revenue Costs
Main operations 1,877,388,044.31 906,212,295.56 1,733,852,516.29 859,925,094.37
Other operations
73,581,174.62		 12,405,049.40
36,943,357.45
10,485,667.66
Total 1,950,969,218.93 918,617,344.96 1,770,795,873.74 870,410,762.03

319 / 323

2020 ANNUAL REPORT

(2). Particulars on revenues from contracts

□ Applicable√ Not applicable

(3). Description on performance obligations

□ Applicable√ Not applicable

(4). Description on apportionment to remaining performance obligations

□ Applicable√ Not applicable

Other particulars:

None

5 Investment income

  • √ Applicable□ Not applicable
√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount accounted for in
the currentperiod		 Amount accounted for in
thepreviousperiod
Long-term equity investment income
calculated bycost method
Long-term equity investment income
accounted for under the equity
method		 -1,112,228.47 -2,869,155.87
Investment income from disposal of
long-term equityinvestment
-114,873.70
Investment income from
held-for-trading financial assets
duringthe holding period
Dividend income from other equity
instrument investments during the
holding period
Interest income from debt
investment during the holding
period
Interest income from other debt
investments during the holding
period
Investment income from disposal of
held-for-tradingfinancial assets
Investment income from disposal of
other equity instrument
investments
Investment income from disposal of
debt investment
Investment income from disposal of
other debt investments
Income from wealth management
products		 2,266,301.37 4,653,362.83

320 / 323

2020 ANNUAL REPORT

Total 1,039,199.20 1,784,206.96

Other particulars: None

6 Others

□ Applicable√ Not applicable

XVIII Supplementary Information

I Statement of non-recurring profit and loss in the current period

√ Applicable□ Not applicable

√ Applicable□ Not applicable
Unit: Yuan Currency: RMB
Item Amount the situation
Gains or losses on disposal of
non-current assets		 150,560.30
Tax returns and exemption with approval
exceeding one's authority or without
formal approval document
Government subsidies included in the
profits and losses of the current
period (except those closely related to
the Company's business and of fixed
amount or fixed quantity granted in
accordance with national uniform
standards)
12,198,410.18
Fund possession cost from
non-financial business included in
currentprofit or loss
Gains arising from investment costs for
acquisition of subsidiaries,
associates and joint ventures less than
the fair values of attributable
identifiable net assets of the invested
entityat the time of acquisition


Profit and loss from exchange of
non-currencyassets
Gains or losses on entrusted investment
or asset management
Provision for asset impairment due to
force majeure factors, such as natural
disaster

Profit and loss from restructuring of
debts
Enterprise restructuring charge, such
as expenditure on staffing,
integration cost
Profit and loss of the part exceeding
fair valuegenerated from transaction

321 / 323

2020 ANNUAL REPORT

with unreasonable transactionprice
Net current profit and loss of
subsidiary generated from enterprise
merger under common control from the
beginning of the period to the date of
merger
Profit and loss generated from
contingencies unrelated to normal
business of company
Investment income arising from changes
in fair values held-for-trading
financial assets, derivative financial
assets, held-for-trading financial
liabilities and derivative financial
liabilities, and investment gains on
the disposal of held-for-trading
financial assets, derivative financial
assets, held-for-trading financial
liabilities, derivative financial
liabilities and other debt investment,
except the Company normal operations
related to effective hedgingbusiness

2,266,301.37		 Investment income from
disposal of financial
asset designated as at
fair value through
profit or loss
Reversal of provision for impairment of
receivables and contract assets which
are individuallytested for impairment
Profit and loss obtained from entrusted
loans
Profit and loss generated from fair
value change of investment real estate
whose subsequent measurement is
conducted with fair value model
Influences on current profit and loss
of one-time adjustment to current
profit or loss pursuant to the laws and
regulations on tax and accounting
Trustee fee income obtained from
entrusted operation
Other net non-operating income and
expenses,other than the above items		 -6,810,805.57
Other profit and loss items conforming
to the definition of non-recurring
gains and losses
Effect of income tax -1,042,102.64
Effect of minorityequity -688,969.45
Total 6,073,394.19

For non-recurring profit and loss items defined by the Company according to the Explanatory Announcement of Information Disclosure by Companies Offering Securities to

322 / 323

2020 ANNUAL REPORT

the Public No. 1 - Non-recurring Gains and Losses, and non-recurring profit and loss items listed in the Explanatory Announcement of Information Disclosure by Companies Offering Securities to the Public No. 1 - Non-recurring Gains and Losses defined as recurring profit and loss items，the reasons shall be explained.

□ Applicable√ Not applicable

II Return on net assets and income per share

√ Applicable□ Not applicable

Profits during the
Reporting Period		 Weighted
average ROE (%)		 Earnings per share
Basic earnings per
share		 Diluted earnings
per share
Net profit attributable to
ordinary shareholders of
the company
21.82
2.37
2.37
Net profit attributable to
ordinary shareholders of
the company after deducting
non-recurring gains and
losses

21.54
2.34
2.34

III Accounting data difference between PRC GAAP and Overseas Accounting Standards

□ Applicable√ Not applicable

IV Others

□ Applicable√ Not applicable

Section XII Directory of Documents for Future Reference

References[Financial statements signed and sealed by the Legal Representative, CFO ] of the Company, and the Head of the public accountant References[Original of the audit report with the seal of the accounting firm and the ] signature and seal of the certified public accountant References[Originals of all company documents and announcements publicly disclosed ] on the designated newspapers by CSRC in the Reporting Period

Chairman: Hou Juncheng

Date of submission approved by the Board of Directors:21 April 2021

Revision information

□ Applicable√ Not applicable

323 / 323

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