On 7 month 16 day, a business change in the National Enterprise Credit Information Publicity System pushed Proya's integration of Flower Knows to a new node.
Proya (Hainan) Investment Co., Ltd.'s shareholding ratio increased from 38.45% to 51%, achieving absolute control; Proya General Manager Hou Yameng officially became chairman of Flower Knows; founder Yang Zifengstepped down to ordinary director, co-founder Zhou Tiancheng exited the board; Proya financial officer Jin Changkong parachuted in as supervisor. At this point, Proya, with a total investment of 7.79 hundred million yuan, completed the final link from capital entry to full control.
▍Screenshot from the National Enterprise Credit Information Publicity System
This is also Hou Yamengsince taking over as Proya General Manager last year, the first time he has led the post-acquisition integration of an acquired brand as chairman.
The founder retreating behind the scenes and the financial officer joining as supervisor means that the head-on collision between Flower Knows' unique "girlish heart" brand culture and Proya's efficacy-driven big factory logic regarding "independence" has just begun.
The business change on 7 month 16 day is a substantive leap for Proya from equity participation to control, from financial investment to full takeover of Flower Knows. On the surface it is a change of positions for six people, but in essence it is a complete transfer of control.
● Equity level: from second largest shareholder to absolute controlling party.
Before the change, Proya (Hainan) held 38.4521% equity in Flower Knows. Although it was the largest shareholder, it had not yet reached the absolute control line, and major business decisions still required consultation with the founding team.
After the change, Proya's shareholding was precisely increased to 51%. According to the Company Law, major matters such as amending the articles of association, increasing or reducing capital, and mergers or divisions all require approval by more than two-thirds of voting rights. A shareholding ratio of 51% is sufficient to have the final say in almost all daily business decisions. The founding team has lost the final decision-making power over the company.
● Board level: seat cleansing.
Before the change, the board consisted of Yang Zifeng (chairman), Zhou Tiancheng, and Jin Yanhua, three people. The founding team held two seats, and Yang Zifeng had the highest decision-making power.
After the change, Hou Yameng became chairman, Yang Zifeng was demoted to ordinary director, and co-founder Zhou Tiancheng completely exited the board. The number of founding team members in the decision-making layer dropped sharply from 2 people to 1 person, and Yang Zifeng changed from the decision-maker to a participant, with the right to express opinions but no longer the right to make final decisions.
However, although Zhou Tiancheng exited the board, his 11.77% shareholding remains. The person has left, but the power remains. How this 11.77% equity will exit, when, and at what price, is still a string hanging over Proya's integration process.
● Supervisor level: financial control has been fully put in place.
Before the change, the supervisor was Flower Knows CMO Fang Gong Yiliu. After the change, Proya financial officer Jin Chang parachuted in as supervisor, with authority covering inspection of company finances and supervision of directors and senior executives. Jin Chang sitting in Flower Knows means that every marketing expense and every budget adjustment will enter Proya's approval system, and Flower Knows' financial approval and internal control audit have been fully incorporated into Proya's management system.
With the three combined, Flower Knows' governance structure has been completely "Proya-ized". Although founder Yang Zifeng retains 29.54% equity and a board seat, management and control rights have been completely transferred.
51% controlling stake combined with board reshuffle means that Flower Knows has officially changed from a founder-led independent brand to a controlled subsidiary within the Proya system.
But the other side of the coin is that Flower Knows' most core asset is not factory equipment, but its unique brand aesthetics and user emotional connection. This soft asset is precisely the hardest to be absorbed.
Flower Knows was founded in 2016 year, and with its differentiated positioning of girlish heart and two-dimensional culture, it precisely captured the minds of young consumers. Its brand barrier is the exclusive aesthetic system built by extreme visual aesthetics and delicate emotional insight. As its CMO Fang Gong Yiliu said, Flower Knows is not expressing a specific girlish heart style, but responding to consumers' emotional need of "who I am". This brand gene, which highly depends on the founder's aesthetic intuition and the creative team's autonomy, has a natural tension with the standardized management system of a listed company.
▍Flower Knows Wonderland Gift Box image
Proya clearly realized this risk. General Manager Hou Yameng explicitly stated at the shareholders' meeting: acquired brands have independent operating space, Proya mainly assists in supply chain and finance, and respects the founding team's product development rights.
Proya Board Secretary Xue Xia also emphasized that Flower Knows' "internationalization is concentrated in some developed countries, which is different from some Chinese brands going overseas with supply chain or price advantages." The implication is that Flower Knows' core value lies in its brand power rather than cost advantage, and this must be respected.
Proya also admitted that the biggest challenge of this integration is to strike a balance between the standardized management of a listed company and the independent creativity of a new brand. Flower Knows stated that after the transaction, the existing core team will remain stable and continue to lead brand creativity, product design, and daily business management.
However, there is an inherent contradiction between respecting independence and full takeover. Although founder Yang Zifeng retains 29.54% equity and a board seat, he has handed over the highest decision-making power; co-founder Zhou Tiancheng has completely exited the board. When the founding team changes from decision-makers to participants, whether Flower Knows' unique aesthetic system can remain authentic within Proya's system is the biggest unknown.
Referring to Proya's previous acquisition of Caitang, in the first year after acquisition it launched the hit product Highlight Contour Palette, with annual revenue reaching 1.21 hundred million yuan. The "controlling + empowering" model has a certain degree of replicability within the group. But Caitang's integration was relatively smooth, founder Tang Yi was highly cooperative, and Caitang and Proya share the same skincare and makeup logic, with strong system compatibility. Flower Knows' integration difficulty is clearly greater; its aesthetic system relies more on rapid iteration of independent creativity, which naturally conflicts with Proya's standardized R&D cycle.
Flower Knows' independence is one side of the coin. The other side is: what exactly does Proya want by taking control with 7.79 hundred million yuan? Only when this account is clearly calculated can we understand the true logic of this integration.
For Proya, controlling Flower Knows is part of its "Double Ten Strategy" key move.
In 2024 9, after Hou Yameng took over as general manager of Proya, he first proposed the "Double Ten Strategy": to rank among the top ten global cosmetics companies in the next ten years. Proya Chairman Hou Junchengfurther broke down the path to achieve this goal at the shareholders' meeting: the company plans to increase the number of its own brands by 1-2, so that the overall revenue of its own brands will increase to about 350 hundred million yuan in the next ten years, and the remaining incremental space of about 150 hundred million yuan must be filled through mergers and acquisitions. Hou Juncheng said bluntly: "For Proya, we cannot complete the 'Double Ten Strategy' by relying solely on our own brands; we need to use the power of capital for mergers and acquisitions."
▍Proya Co., Ltd. founder and chairman Hou Juncheng. Image source: Proya Co., Ltd. official account
Flower Knows is precisely the product of this strategic thinking. In 2025 9, Proya acquired 38.45% equity of Flower Knows for 4.28 hundred million yuan; in 2026 5, it invested another 3.51 hundred million yuan to increase its stake to 51%—a cumulative expenditure of 7.79 hundred million yuan. Flower Knows achieved revenue of 17.26 hundred million yuan and net profit of 2.80 hundred million yuan in 2025, and revenue in the first quarter of 2026 has already reached 6.75 hundred million yuan. At this growth rate, Flower Knows' full-year revenue in 2026 is expected to exceed 25 hundred million yuan, making it the second largest brand in the Proya system after the main brand.
For Proya, the strategic value of Flower Knows is reflected in three aspects:
First, it fills the gap in color cosmetics.
Proya is strong in skincare, and although its color cosmetics segment has brands such as Caitang and Yuanseta, their scale and influence are limited. Flower Knows precisely targets the pan-ACG and romantic aesthetics circles, complementing Caitang (Chinese aesthetics) and Yuanseta (emerging young color cosmetics) in customer base and style. Proya clearly stated in its announcement that the acquisition aims to "meet the company's strategic development needs for multiple brands and multiple categories."
Second, it gains globalization experience.
Flower Knows is one of the few domestic color cosmetics brands that has proven itself in developed markets, having entered well-known retail channels such as ULTA Beauty and Urban Outfitters in the United States and Boots in the United Kingdom, with overseas terminal prices reaching 1.5 to 2 times those in China. In 2025, overseas revenue reached 2 hundred million yuan. Proya is vigorously promoting an "A+H share listing" to accelerate its internationalization strategy, and Flower Knows' overseas experience is a valuable "ready-made textbook" for Proya.
Third, it directly contributes to performance growth.
Flower Knows' net profit margin was 16.47% in 2025, and close to 23% in the first quarter of 2026, higher than Proya Group's 14.13% and 15.9% in the same periods. Against the backdrop of Proya's main brand revenue declining by 10.39% in 2025, consolidating Flower Knows into the financial statements is a direct shot in the arm for the group's financial performance.
However, the risks brought by the high-premium acquisition cannot be ignored. The valuation appreciation rate of Flower Knows is as high as 595.76%, and Proya has therefore received a regulatory work letter from the Shanghai Stock Exchange, involving issues such as the high premium of the acquisition and the absence of performance commitments. If subsequent integration falls short of expectations, or Flower Knows' performance growth slows, Proya will face the risk of goodwill impairment, directly impacting the income statement.
Whether Hou Yameng's "debut" can succeed will directly affect the path to achieving Proya's 500 hundred million yuan revenue target in the next ten years. Hou Juncheng once admitted, "So far, Proya has not yet made efforts in mergers and acquisitions." And Flower Knows is precisely the first shot of Proya's efforts in mergers and acquisitions. How this shot is fired concerns not only the fate of a brand, but also whether the entire narrative of Proya's transformation from a ten-billion-yuan giant to a fifty-billion-yuan group can hold.