Proya Cosmetics Co., Ltd. Announcement on the Progress of Share Repurchase

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Security code: 603605 Stock abbreviation: Proya Announcement No.: 2026-008

Bond code: 113634 Bond abbreviation: Proya Convertible Bonds

Proya Cosmetics Co., Ltd.

Announcement on the Progress of Share Repurchase

This company’s board of directors and all directors warrant that there are no false records, misleading statements, or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

Key points:

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Note: This announcement is based on the company’s total share capital as of March 31, 2026, namely 395,976,008 shares.

I. Basic information on the share repurchase

On December 30, 2025, the company convened the 11th meeting of the fourth session of the board of directors, which reviewed and approved the “Resolution on a Share Repurchase Plan by Means of Centralized Competitive Trading.” The company agreed to repurchase shares using its own funds through centralized competitive trading, and to use the repurchased shares, at an appropriate time in the future, for equity incentive or an employee share ownership plan. The total repurchase funding shall not be less than RMB 80 million (inclusive) and not exceed RMB 150 million (inclusive). The repurchase price shall not exceed RMB 100 per share (inclusive), and shall not be higher than 150% of the average trading price of the company’s shares during the 30 trading days prior to the date when the board of directors adopted the share repurchase resolution. The repurchase period shall be within 12 months from the date on which the board of directors considered and approved the share repurchase plan. For details, please refer to the company’s “Announcement on the Share Repurchase Plan by Means of Centralized Competitive Trading and the Repurchase Report” (Announcement No.: 2025-081) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 31, 2025.

II. Progress of the share repurchase

Pursuant to the relevant provisions of the “Rules for Repurchase of Shares by Listed Companies” and the “Self-Regulatory Guidance No. 7 on Repurchase of Shares by Listed Companies of the Shanghai Stock Exchange,” during the period of repurchasing shares, the company shall disclose the progress of share repurchase within the first 3 trading days of each month regarding the repurchase progress as of the end of the previous month. The progress is hereby announced as follows:

As of March 31, 2026, the company has cumulatively repurchased 1,547,023 shares through centralized competitive trading, accounting for 0.39% of the company’s total share capital as currently held. The highest price of the repurchased shares was RMB 73.00 per share, the lowest price was RMB 60.82 per share, and the total amount paid was RMB 101,007,781.58 (excluding transaction expenses such as stamp duty, commissions, etc.).

The above-mentioned repurchase progress complies with the requirements of laws and regulations and the company’s repurchase plan.

III. Other matters

The company will strictly comply with the “Rules for Repurchase of Shares by Listed Companies,” the “Self-Regulatory Guidance No. 7 on Repurchase of Shares by Listed Companies of the Shanghai Stock Exchange,” and other relevant provisions, and during the repurchase period will make repurchase decisions and implement them when appropriate in light of market conditions. At the same time, it will timely fulfill its information disclosure obligations based on the progress of the share repurchase matters. Investors are kindly requested to pay attention to investment risks.

This announcement is hereby given.

Board of Directors, Proya Cosmetics Co., Ltd.

April 2, 2026

Security code: 603605 Stock abbreviation: Proya Announcement No.: 2026-007

Bond code: 113634 Bond abbreviation: Proya Convertible Bonds

Proya Cosmetics Co., Ltd.

Announcement on the Results of Conversion of Convertible Bonds and Changes in Shares

This company’s board of directors and all directors warrant that there are no false records, misleading statements, or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

Key points:

● Cumulative conversion: Proya Convertible Bonds began trading for conversion on June 14, 2022. As of March 31, 2026, a total of RMB 982,000 of Proya Convertible Bonds has been converted into A-share stock of Proya Cosmetics Co., Ltd. (hereinafter referred to as the “Company”). The number of shares formed as a result of conversion is 7,222 shares, accounting for 0.0026% of the total number of shares issued by the Company before the conversion of the convertible bonds.

● Outstanding unconverted convertible bonds: As of March 31, 2026, the amount of Proya Convertible Bonds not yet converted is RMB 750,731,000, accounting for 99.8694% of the total issue amount of Proya Convertible Bonds.

● Conversion in this quarter: From January 1, 2026 to March 31, 2026, the amount of Proya Convertible Bonds converted is RMB 1,000, resulting in 10 shares formed as a result of conversion, accounting for 0.000004% of the total number of shares issued by the Company before the conversion of the convertible bonds.

I. Overview of issuance and listing of the convertible bonds

Approved by the China Securities Regulatory Commission’s “Approval for Proya Cosmetics Co., Ltd. to publicly issue convertible corporate bonds” (CSRC Approval No. [2021] 3408), the Company publicly issued 7,517,130 convertible corporate bonds on December 8, 2021, with a par value of RMB 100 per bond and a total issue amount of RMB 751.71 million. The term is 6 years. The coupon rates of the above convertible corporate bonds are: Year 1: 0.30%, Year 2: 0.50%, Year 3: 1.00%, Year 4: 1.50%, Year 5: 1.80%, Year 6: 2.00%. The duration is 6 years from the issuance date, i.e., from December 8, 2021 to December 7, 2027.

Pursuant to the self-regulatory approval decision letter of the Shanghai Stock Exchange (Letter No. [2021] 503), the convertible corporate bonds with a total issue amount of RMB 751.71 million issued by the Company were listed and traded on the Shanghai Stock Exchange starting January 4, 2022. The bond abbreviation is “Proya Convertible Bonds,” and the bond code is “113634.”

According to relevant regulations and the provisions of the “Offering Memorandum for Public Issuance of A-Share Convertible Corporate Bonds by Proya Cosmetics Co., Ltd.,” the Company’s “Proya Convertible Bonds” are convertible into the Company’s shares from June 14, 2022. The conversion period is from June 14, 2022 to December 7, 2027. The initial conversion price is RMB 195.98 per share, and the latest conversion price is RMB 95.46 per share. The adjustments to the conversion price over the various times are as follows:

1. Due to the Company’s implementation of the 2021 annual equity distribution plan, starting from May 30, 2022, the conversion price of Proya Convertible Bonds was adjusted to RMB 139.37 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of Convertible Bonds for the 2021 Annual Equity Distribution by Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on May 24, 2022 (Announcement No.: 2022-029).

2. Due to the completion of the registration of the restricted shares involved in the Company’s 2022 restricted share equity incentive plan, starting from September 9, 2022, the conversion price of Proya Convertible Bonds was adjusted to RMB 138.92 per share. For details, please refer to the Company’s “Announcement on the Adjustment of the Conversion Price of ‘Proya Convertible Bonds’ Upon the Issuance of Additional Shares of Restricted Stock Granted—Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on September 8, 2022 (Announcement No.: 2022-052).

3. Due to the Company’s implementation of the 2022 annual equity distribution plan, starting from May 29, 2023, the conversion price of Proya Convertible Bonds was adjusted to RMB 98.61 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of Convertible Bonds for the 2022 Annual Equity Distribution by Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on May 23, 2023 (Announcement No.: 2023-030).

4. Due to the completion of the share repurchase and cancellation of 105,350 shares of restricted stock under the Company’s 2022 restricted share equity incentive plan, starting from August 29, 2023, the conversion price of Proya Convertible Bonds was adjusted to RMB 98.62 per share. For details, please refer to the Company’s “Announcement on the Completion of the Implementation of Share Repurchase and Cancellation of Restricted Stock Under Part of the Equity Incentive and the Adjustment of the Conversion Price of ‘Proya Convertible Bonds’—Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on August 28, 2023 (Announcement No.: 2023-045).

5. Due to the Company’s implementation of the 2023 interim equity distribution plan, starting from October 23, 2023, the conversion price of Proya Convertible Bonds was adjusted to RMB 98.24 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of Convertible Bonds for the 2023 Interim Equity Distribution by Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on October 17, 2023 (Announcement No.: 2023-065).

6. Due to the completion of the share repurchase and cancellation of 66,192 shares of restricted stock under the Company’s 2022 restricted share equity incentive plan, starting from December 18, 2023, the conversion price of Proya Convertible Bonds was adjusted to RMB 98.25 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of ‘Proya Convertible Bonds’ and Suspending Conversion” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on December 15, 2023 (Announcement No.: 2023-086).

7. Due to the Company’s implementation of the 2023 annual equity distribution plan, starting from June 25, 2024, the conversion price of Proya Convertible Bonds was adjusted to RMB 97.35 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of Convertible Bonds for the 2023 Annual Equity Distribution by Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on June 19, 2024 (Announcement No.: 2024-028).

8. Due to the completion of the share repurchase and cancellation of 509,992 shares of restricted stock under the Company’s 2022 restricted share equity incentive plan, starting from October 28, 2024, the conversion price of Proya Convertible Bonds was adjusted to RMB 97.41 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of ‘Proya Convertible Bonds’ and Suspending Conversion” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on October 25, 2024 (Announcement No.: 2024-055).

9. Due to the Company’s implementation of the 2024 annual equity distribution plan, starting from June 17, 2025, the conversion price of Proya Convertible Bonds was adjusted to RMB 96.23 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of Convertible Bonds for the 2024 Annual Equity Distribution by Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on June 11, 2025 (Announcement No.: 2025-026).

10. Due to the completion of the share repurchase and cancellation of 242,424 shares of restricted stock under the Company’s 2022 restricted share equity incentive plan, starting from August 26, 2025, the conversion price of Proya Convertible Bonds was adjusted to RMB 96.26 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of ‘Proya Convertible Bonds’ and Suspending Conversion” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on August 25, 2025 (Announcement No.: 2025-038).

11. Due to the Company’s implementation of the 2025 interim equity distribution plan, starting from October 17, 2025, the conversion price of Proya Convertible Bonds was adjusted to RMB 95.46 per share. For details, please refer to the Company’s “Announcement on Adjusting the Conversion Price of Convertible Bonds for the 2025 Interim Equity Distribution by Proya Cosmetics Co., Ltd.” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on October 13, 2025 (Announcement No.: 2025-065).

12. On November 18, 2025, the Company completed the share repurchase and cancellation of 29,344 shares of restricted stock under the 2022 restricted share equity incentive plan. As the number of restricted stock repurchased and cancelled in this instance is relatively small as a proportion of the Company’s total share capital, after calculation and rounding to the nearest whole number, the conversion price of Proya Convertible Bonds did not change and remained RMB 95.46 per share. Therefore, after completion of the share repurchase and cancellation of the restricted stock, the Company will not adjust the conversion price of “Proya Convertible Bonds.” For details, please refer to the Company’s “Announcement on the Completion of the Implementation of the Repurchase and Cancellation of Part of the Restricted Stock and Not Adjusting the Conversion Price of ‘Proya Convertible Bonds’” disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on November 20, 2025 (Announcement No.: 2025-078).

II. Conversion of the convertible bonds in this period

From January 1, 2026 to March 31, 2026, the amount of Proya Convertible Bonds converted is RMB 1,000, resulting in 10 shares formed as a result of conversion, accounting for 0.000004% of the total number of shares issued by the Company before the conversion of the convertible bonds.

As of March 31, 2026, a total of RMB 982,000 of Proya Convertible Bonds has been converted into the Company’s A-share stock. The number of shares formed as a result of conversion is 7,222 shares, accounting for 0.0026% of the total number of shares issued by the Company before the conversion of the convertible bonds.

As of March 31, 2026, the amount of Proya Convertible Bonds not yet converted is RMB 750,731,000, accounting for 99.8694% of the total issue amount of Proya Convertible Bonds.

III. Changes in share capital

Unit: shares

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IV. Other matters

Contact department: Board Office

Phone number: 0571-87352850

This announcement is hereby given.

Proya Cosmetics Co., Ltd.

Board of Directors

April 2, 2026

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