全方位强化运营激发出增长潜力 日前，子不语披露了2024年度业绩。财报显示，2024年子不语的收入回归正增长态势，全年实现收入 33.3亿元（人民币，下同），同比增加了10.8%。在业务强劲回暖的同时，更值得称道的是子不语的净 利润成功破亿，并达到了1.5亿元，这较之于上年同期的-2.66亿元可谓是大幅改善。与此同时，子不语 的经营活动现金流量达到2.6亿元，较2023年大幅上涨了2.4倍。 以上种种迹象，似乎都指向了子不语正经历投资价值的"质变"时刻。那么，子不语究竟在2024年做对了 哪些事情？基于这份超预期的年报"成绩单"展望后市，二级市场投资者又能对子不语抱以怎样的期待 呢？ 通览子不语的年报，不难发现2024年公司在收入增长与成本控制两端均取得了积极进展，而双向发力的 努力最终也造就了子不语的增长潜力得到充分释放。 在智通财经看来，子不语之所以能取得上述成绩，离不开公司自上而下、全方位强化运营的积极尝试。 对于国内最大的鞋服品牌跨境电商公司之一的子不语（02420）来说，2024年大概是极不平凡的一年。 这一年，子不语不仅成功跨越了业绩拐点，同时其还实现了投资价值的跃升。 而若要进一步探讨子不语未来 ...

年内，公司进一步优化供应链和仓储体系。基于与核心供货商的深度合作基础和出色稳定的品控体系， 公司推动供货商直发模式，实现从生产到发货快速转换，减少中间环节，保证准交率的同时，减少对国 内货仓的依赖，大幅提高物流效率，调降成本。 子不语(02420)公布2024年业绩，收入约33.25亿元，同比增长10.83%。毛利约24.71亿元，同比增长 26.39%。净利润约1.51亿元，同比扭亏为盈。经营性现金流净额创下历史新高，达到约2.62亿元。同 时，董事会宣布派发每股0.12港元的股息，以回馈各位股东和投资人。 年内，公司加强产品力建设，通过优化产品结构、供应链管理和品控流程，打造出色稳定的品控体系， 坚持在车缝等关键环节上追求质量卓越，保障高质量的产品力和快速市场响应能力。在产品设计上向精 细化开款模式转变，规模增长的同时降低每年上新的产品款式数量，注重产品的创新性和市场适应性， 进一步提升国际竞争力。 公告称，收入增长主要是由于集团加强了品牌化建设、加大了营销推广力度，带动亚马逊平台及TikTok 平台收入增长。扭亏为盈主要是由于进一步提升商品运营效率，优化库存结构，致存货拨备大幅减少及 仓储费用相应减少; ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Zibuyu Group Limited 子不語集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2420） 截至2024年12月31日止年度之年度業績公告 子不語集團有限公司（「本公司」，連同其附屬公司統稱為「本集團」）董事（「董事」）會（「董 事會」）欣然宣佈本集團截至2024年12月31日止年度的經審核綜合業績（「年度業績」）連同 截至2023年12月31日止年度的比較數字。本年度業績公告列載本公司2024年年度報告全 文，並符合《香港聯合交易所有限公司證券上市規則》中有關年度業績初步公告附載的資 料之披露要求，並已經本公司審核委員會連同管理層審閱。 | 2 | Corporate Information | | --- | --- | | | 公司資料 | | 5 | Financial Highlights | | | 財務摘要 | | 6 | Chairman's Statemen ...

Financial Performance - Zibuyu Group Limited reported a significant increase in revenue, achieving a total of $50 million for the first half of 2024, representing a 25% growth compared to the same period last year[4]. - In the first half of 2024, the Group achieved total revenue of approximately RMB1,462.1 million, representing an increase of approximately 6.3% compared to RMB1,375.3 million in the same period of 2023[11]. - Gross profit for the same period was approximately RMB1,080.9 million, reflecting an increase of approximately 8.0% from RMB1,001.3 million in the prior year[11]. - Profit before income tax increased by approximately 775.9% to approximately RMB93.3 million for the Reporting Period from approximately RMB10.7 million for the six months ended June 30, 2023, with profit before income tax as a percentage of revenue increasing to approximately 6.4% from 0.8%[40]. - The Group recorded a profit and total comprehensive income attributable to shareholders of approximately RMB91.4 million for the Reporting Period, representing an increase of approximately 789.1% compared to approximately RMB10.3 million for the six months ended 30 June 2023[46][48]. - Basic and diluted earnings per share increased to approximately RMB0.18, up from RMB0.02 in the same period of 2023[11]. - The company anticipates a revenue growth forecast of 20% for the second half of 2024, projecting total revenue to reach $120 million by year-end[4]. User Growth and Market Expansion - The user base expanded to 1.2 million active users, marking a 30% increase year-over-year[4]. - The company plans to expand its market presence in Southeast Asia, targeting a 15% market share within the next two years[4]. Research and Development - Zibuyu is investing $10 million in R&D for new product development, focusing on enhancing user experience and technology integration[4]. - The total expenses for research and development of new IT systems were approximately RMB 17,652,000 for the six months ended June 30, 2024, compared to RMB 18,180,000 in 2023, showing a slight decrease of about 3%[150]. Cost Management and Profitability - The gross profit margin improved to 45%, up from 40% in the previous year, indicating better cost management[4]. - The cost of sales for the Group was approximately RMB381.2 million, an increase of approximately 1.9% from RMB374.0 million in the same period of 2023, primarily due to increased sales volume[22]. - Selling expenses and distribution costs amounted to approximately RMB941.7 million, an increase of approximately RMB17.8 million or 1.9% compared to RMB923.9 million in the same period of 2023, mainly due to increased marketing and advertising expenses[32]. - General and administrative expenses decreased to approximately RMB57.8 million, a reduction of approximately RMB15.3 million or 21.0% compared to RMB73.1 million in the same period of 2023, primarily due to decreased employee benefits expenses[33]. Strategic Initiatives - The management highlighted a strategic shift towards digital marketing, expecting a 40% increase in customer engagement through new campaigns[4]. - The Group has established a TikTok live broadcast team to explore new business models and optimize revenue structure[10]. - The company plans to actively explore diversified sales channels while consolidating existing cooperation platform advantages to achieve broader coverage[63]. - A high-end brand strategy will be implemented to drive new business growth and achieve a second growth curve[63]. Shareholder Value and Corporate Governance - Zibuyu's board of directors has approved a share buyback program worth $2 million to enhance shareholder value[4]. - The Company is committed to maintaining high standards of corporate governance to safeguard shareholder interests and enhance corporate value[79]. - The report indicates a focus on corporate governance and compliance with regulatory requirements[70]. Financial Position and Liquidity - As of June 30, 2024, the Group had cash and cash equivalents of approximately RMB371.7 million, an increase from approximately RMB277.5 million as of 31 December 2023[50][52]. - The total liabilities decreased to RMB 372,134 from RMB 409,668 at the end of 2023, indicating improved financial stability[102]. - The overall financial position has strengthened, as evidenced by the increase in cash and cash equivalents and improved cash flow from operations[109]. Employee Management - As of June 30, 2024, the company had 963 full-time employees, a decrease of approximately 7.0% from 1,155 employees in the same period of 2023[58]. - The total staff cost incurred by the Group was approximately RMB102.3 million for the Reporting Period, representing a year-on-year decrease of approximately 7.0% from approximately RMB110.0 million in the same period of 2023[56]. - The company has adopted Share Award Schemes for existing and new shares on September 15, 2023, and December 1, 2023, respectively, to incentivize employees[62]. Taxation and Compliance - The Company's subsidiaries in the PRC are subject to a corporate income tax rate of 25% on assessable profits, with certain subsidiaries recognized as High New Tech Enterprises benefiting from a reduced rate of 15% for three years[158]. - For the six months ended 30 June 2024, several subsidiaries in the PRC qualified as small and micro enterprises, enjoying a corporate income tax rate of 20%[159]. - The Group operates internationally and is within the scope of the OECD Pillar Two model rules, with no current tax exposure as of 30 June 2024[164].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Zibuyu Group Limited 子不語集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2420） 截至2024年6月30日止六個月之中期業績公告 子不語集團有限公司（「本公司」，連同其附屬公司統稱為「本集團」）董事（「董事」）會 （「董事會」）欣然宣佈本集團截至2024年6月30日止六個月的未經審核綜合業績（「中 期業績」）連同去年同期的比較數字。本中期業績公告列載本公司2024年中期報告全 文，並符合《香港聯合交易所有限公司證券上市規則》中有關中期業績初步公告附載 的資料之披露要求，並已由本公司審核委員會連同本公司管理層審閱。 本公司2024年中期報告可於2024年9月底之前分別在香港聯合交易所有限公司的網 站(www.hkexnews.hk)及本公司的網站(www.zbycorp.com)閱覽。 | --- | --- | --- | --- | --- | |-------| ...

Core Viewpoint - In 2023, the global economy underwent significant adjustments due to unexpected interest rate hikes by the Federal Reserve and ongoing geopolitical conflicts, impacting the trade landscape and supply chains, particularly in the consumer sector [1] Company Performance - In 2023, the company reported revenue of 3 billion yuan, remaining stable compared to the previous year [1] - The company is one of the largest cross-border e-commerce B2C firms in China, primarily selling apparel and footwear through third-party platforms like Amazon, which holds a 50% market share in North America [1] - The company has successfully expanded into new sales channels such as Temu and TikTok, with notable revenue growth from these platforms [1] Brand and Inventory Management - The company's top ten brands saw sales revenue increase by over 15% year-on-year, contributing to sustainable growth [1] - The company undertook significant inventory adjustments, focusing on clearing slow-moving stock and reallocating resources to best-selling products, which improved inventory turnover [1] - The company recorded an inventory impairment of approximately 388 million yuan, a substantial increase from 55 million yuan the previous year, impacting profitability [1] Cash Flow and Operational Efficiency - Despite profitability pressures, the company maintained a positive operating cash flow of 76.73 million yuan, indicating healthy business operations [2] - The company has embraced technological advancements, integrating AI and digitalization into its operations to enhance efficiency across the entire business chain [2] Industry Outlook - The Chinese e-commerce market is experiencing slower growth, while overseas markets still have significant potential for expansion, particularly in cross-border B2C e-commerce [2] - The cross-border e-commerce market for apparel is projected to grow from 750.3 billion yuan in 2021 to 1,827.6 billion yuan by 2026, with a compound annual growth rate of 19.5% [2] - The company is expected to continue expanding its non-Amazon channels and international markets, focusing on high-quality development and enhancing brand investment [2]

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 3,000,292, a decrease of 2.15% from RMB 3,066,331 in 2022[9] - Gross profit for 2023 was RMB 1,955,273, down 16.66% from RMB 2,347,755 in 2022[10] - The company reported a loss before income tax of RMB 247,211 for 2023, compared to a profit of RMB 127,190 in 2022[11] - The net loss attributable to shareholders for the year was RMB 265,786, a significant decline from a profit of RMB 110,694 in 2022[12] - Total assets as of December 31, 2023, were RMB 893,406, down from RMB 1,360,708 in 2022, representing a decrease of 34.4%[14] - Current assets decreased to RMB 839,070 in 2023 from RMB 1,253,503 in 2022, a decline of 33.1%[14] - Total liabilities were RMB 409,668 as of December 31, 2023, down from RMB 573,387 in 2022, a decrease of 28.6%[16] - Total equity attributable to shareholders decreased to RMB 483,738 in 2023 from RMB 787,321 in 2022, a decline of 38.5%[17] - Cash flow from operating activities showed a net inflow of RMB 76.7 million despite the net loss, indicating healthy operating conditions[41] Inventory and Cost Management - The company undertook substantial inventory clearance, resulting in an increase in the provision for write-down of inventories[22] - The provision for write-down of inventories during the reporting period amounted to approximately RMB 387.8 million, an increase of RMB 333.0 million compared to RMB 54.8 million in the previous year[40] - The proportion of inventory was significantly reduced, contributing to more stable cash flow[27] - Inventory balance at the end of 2023 decreased by RMB 355.3 million compared to the end of 2022, mainly due to large-scale disposal of inventories[78] - The Group's cost of sales for the year ended December 31, 2023, amounted to approximately RMB 1,045.0 million, an increase of approximately RMB 326.4 million or 45.4% from RMB 718.6 million for the year ended December 31, 2022[52] Sales and Market Strategy - The company primarily sells products through channels including Amazon and Temu, indicating a focus on e-commerce expansion[2] - Revenue from third-party e-commerce platforms was approximately RMB 2,921.4 million, remaining stable compared to RMB 2,939.0 million in 2022[45] - The sales income of the top ten brands grew by over 15% year-on-year, with multiple brands exceeding annual sales income of RMB 100 million[35] - The Group focused resources on hot-selling products, improving inventory turnover and optimizing inventory structure[40] - Revenue from Asia for the year ended December 31, 2023, was approximately RMB 106.5 million, representing an increase of approximately RMB 92.6 million or 664.0% compared to RMB 13.9 million for the year ended December 31, 2022[50] Strategic Initiatives and Future Plans - In 2024, the company aims to refine its brand globalization strategy and establish a brand matrix[29] - The company plans to attract international talent and deploy a global supply chain system to enhance operational efficiency[29] - Continued investment in research and development is planned to promote digital transformation and system optimization[29] - The company will expand its diversified sales channel system, focusing on non-Amazon and offline channels in Europe and Asia[29] - The company aims to establish Zibuyu as an internationally renowned operator of fashionable apparel and footwear products, focusing on high-quality offerings to consumers globally[93] Management and Governance - The organizational structure was transformed to create a more innovative system, laying a solid foundation for succession[26] - The management team has a strong educational background, with degrees in marketing, bioscience, and phytology from reputable universities[104] - The Group aims to enhance its business development and management strategies through the insights provided by its diverse board members[105] - The company is focused on enhancing its corporate governance through experienced independent directors with diverse backgrounds in law and finance[113] - The leadership team has been actively involved in the supply chain and administrative management, ensuring effective business operations[100] Risks and Challenges - The company faced challenges in 2023 due to inflationary pressures and fragile consumer spending recovery[22] - Major risks include disruptions in relationships with third-party e-commerce platforms like Amazon and Temu, which could adversely affect business operations[146] - The Group's success is dependent on accurately predicting fashion trends and consumer preferences to design and launch new products[146] - The Group recognizes its social responsibilities in monitoring and reducing environmental risks associated with its operations[147] - The Group faces risks related to foreign exchange rate fluctuations, which could impact financial performance[149] Shareholder Information - The Group's five largest customers accounted for approximately 3.80% of its total revenue during the Reporting Period, compared to 0.35% in 2022[177] - The aggregate percentage of the Group's total purchases attributable to the five largest suppliers was 70.5% during the Reporting Period, up from 66.2% in 2022[177] - The largest supplier accounted for approximately 65.4% of the Group's total purchases during the Reporting Period, compared to 62.8% in 2022[177] - The Group's distributable reserves amounted to RMB 281.7 million, an increase from approximately RMB 161.7 million as of December 31, 2022, representing a growth of 74%[184] - The Share Award Scheme (Existing Shares) was adopted on September 15, 2023, and is designed to recognize and reward eligible participants for their contributions to the Group's growth[184]

Financial Performance - Revenue for 2023 decreased to 3,000,292 from 3,066,331 in 2022, reflecting a decline of approximately 2.2%[8] - Gross profit for 2023 dropped to 1,955,273 from 2,347,755 in 2022, a decrease of approximately 16.7%[9] - Loss before income tax for 2023 was 247,211, compared to a profit of 127,190 in 2022[10] - Loss for the year 2023 was 265,786, compared to a profit of 110,694 in 2022[10] - Total assets decreased to 893,406 in 2023 from 1,360,708 in 2022, a decline of approximately 34.3%[13] - Total liabilities decreased to 409,668 in 2023 from 573,387 in 2022, a reduction of approximately 28.5%[15] - Total equity decreased to 483,738 in 2023 from 787,321 in 2022, a decline of approximately 38.5%[15] - Non-current assets decreased to 54,336 in 2023 from 107,205 in 2022, a reduction of approximately 49.3%[12] - Current assets decreased to 839,070 in 2023 from 1,253,503 in 2022, a decline of approximately 33.1%[13] - Current liabilities decreased to 399,292 in 2023 from 529,725 in 2022, a reduction of approximately 24.6%[14] - Total revenue for 2023 was approximately RMB3,000.3 million, remaining stable compared to 2022[33][37][42] - Gross profit for 2023 was approximately RMB1,955.3 million, a year-on-year decrease of 16.7%[37][38] - Net loss attributable to shareholders for 2023 was approximately RMB265.8 million, compared to a profit of RMB110.7 million in 2022[37][38] - Revenue from third-party e-commerce platforms in 2023 was approximately RMB2,921.4 million, remaining stable compared to 2022[44] - Provision for write-down of inventories in 2023 increased to RMB387.8 million, up from RMB54.8 million in 2022[39][40] - Total staff costs increased by RMB47.7 million, a year-on-year increase of 28.4%[39][40] - Cash flow from operating activities remained positive with a net inflow of RMB76.7 million despite a net loss[40] - North America revenue decreased by 5.1% to RMB2,799.8 million in 2023, primarily due to reduced self-operated online store operations[48][49] - Asia revenue surged by 664.0% to RMB106.5 million in 2023, driven by increased marketing efforts for consignment services[48][49] - Cost of sales increased by 45.4% to RMB1,045.0 million in 2023, mainly due to a RMB333.0 million increase in inventory provisions[51][53] - Gross profit decreased by RMB392.5 million to RMB1,955.3 million in 2023, with gross profit margin dropping to 65.2% from 76.6% in 2022[52][54] - Other income decreased by RMB5.0 million to RMB8.2 million in 2023, primarily due to reduced government grants[58] - Net foreign exchange gains decreased to RMB11.2 million in 2023 from RMB13.5 million in 2022, contributing to lower other gains[61][62] - Selling and distribution costs decreased by 1.6% to RMB2,052.3 million in 2023 from RMB2,085.9 million in 2022, primarily due to reduced marketing expenses and freight costs[64] - General and administrative expenses increased by RMB15.6 million to RMB157.7 million in 2023, driven by higher employee benefits, IT server expenses, and office costs[65][66] - Finance costs decreased by RMB6.4 million to RMB9.5 million in 2023, mainly due to lower interest expenses on bank borrowings[69][70] - Loss before income tax was RMB247.2 million in 2023, compared to a profit of RMB127.2 million in 2022, primarily due to increased inventory provisions[71][72] - Income tax expenses increased by 12.7% to RMB18.6 million in 2023, mainly due to the reversal of deferred income tax assets[75] - The company recorded a loss attributable to shareholders of RMB265.8 million in 2023, compared to a profit of RMB110.7 million in 2022[77] - Inventory balance decreased by RMB355.3 million in 2023 due to large-scale disposal and refined inventory management[77] - Capital expenditures decreased to RMB6.4 million in 2023 from RMB12.6 million in 2022, primarily due to increased investment in office and warehouse equipment[77] - Cash and cash equivalents decreased to RMB277.5 million as of 31 December 2023 from RMB294.5 million in 2022[79] - Total indebtedness as of 31 December 2023 was RMB193.4 million, comprising borrowings of RMB162.0 million and lease liabilities of RMB31.4 million[79] - Gearing ratio increased to 45.9% in 2023 from 42.1% in 2022, primarily due to inventory clearance losses[82] - Total staff costs increased by 28.4% to RMB215.5 million in 2023, driven by expansion of talent reserves and hiring of mid-to-high level management and IT technicians[85] - Full-time employees decreased to 1,063 in 2023 from 1,233 in 2022, mainly based in mainland China[85] - The Group's distributable reserves as of 31 December 2023 were RMB281.7 million, compared to RMB161.7 million in 2022, representing an increase of approximately 74.2%[183] Strategic Initiatives and Future Plans - The company plans to refine its brand globalization strategy and establish a brand matrix to create more differentiated global brands[28] - Efforts will be made to expand the talent base, particularly focusing on attracting international talent and deploying a global supply chain system[28] - The company will continue its digital transformation, increase R&D investment, and enhance digital management capabilities[28] - Expansion of diversified sales channels, including non-Amazon channels, offline channels, and regions such as Europe and Asia, will be intensified[28] - The company anticipates that the 2024 fiscal year will continue to present both challenges and opportunities due to the slow global economic recovery in the post-pandemic era[91] - The company plans to expand sales channels, including non-Amazon channels, offline channels, and regions such as Europe and Asia[93] - The company aims to increase brand investment to create a global brand and enhance brand competitiveness[93] - The company will continue to invest in the supply chain and overseas layout to improve product innovation capabilities and operational efficiency[93] - The company plans to increase investment in digital infrastructure to enhance digital management capabilities[93] - The company will further enrich the management talent structure across various segments to improve overall management levels[93] - The Group aims to further consolidate its leading position in China's cross-border e-commerce industry in 2024[152] Operational Efficiency and Inventory Management - Inventory structure was optimized, significantly reducing the proportion of inventory and stabilizing cash flow[26] - The company undertook substantial inventory clearance of slow-moving stock, resulting in an increase in the provision for write-down of inventories[21] - The company restructured its supply chain, refined business processes, and utilized intelligent algorithm systems to improve inventory turnover efficiency[25] - The company focused on hot-selling products, optimizing inventory structure and increasing inventory turnover[33][39] - The company expanded its presence on emerging e-commerce platforms, enhancing its sales network and customer base[33] Leadership and Management - The company's founder, Mr. Hua Bingru, has over ten years of industry experience and is responsible for formulating overall corporate and business strategies[94] - Mr. Hua Bingru founded the company in April 2011 and has been the chairman of the board and general manager of Zhejiang Zibuyu since then[95] - Mr. Hua Bingru was awarded the Top 10 Pioneer Youth in Hangzhou in 2019 and received a nomination for the Ten Outstanding Entrepreneur in Hangzhou[96] - Mr. Wang Weiping, an executive Director and vice president, is primarily responsible for overseeing the administrative management of the Group[98] - Mr. Wang has over ten years of experience in the Group, managing supply chain and administrative operations since joining in April 2013[99] - Mr. Dong Zhenguo, aged 35, has been an executive Director and vice president since June 2021, overseeing the self-operated online stores business[99] - Mr. Dong has over ten years of experience in sales, marketing, and business management, joining Zhejiang Zibuyu in June 2013 and holding various director and general manager roles in subsidiaries[101] - Ms. Hua Hui, aged 35, was appointed as a non-executive Director in June 2021, with eight years of experience in the Group, primarily responsible for business development recommendations[103] - Ms. Hua served as the sales director of Zhejiang Zibuyu from October 2013 to May 2020, focusing on third-party platform online store operations[103] - Mr. Yu Kefei, aged 45, was appointed as an independent non-executive Director, bringing over 20 years of experience in accounting and business management[105] - Mr. Yu has served as financial director for several companies, including Zhejiang Ming Jewelry Co., Ltd. since March 2017[106] - Mr. Yu obtained the certificate of secretary to the board issued by the Shenzhen Stock Exchange in December 2019 and passed the Certified Public Accountants Examination of the PRC in December 2015[108] - Mr. Shen Tianfeng has over 30 years of legal practice experience and served as the managing partner of Grandall Law Firm (Hangzhou) from January 2001 to April 2019[110] - Mr. Shen has served as an independent director for multiple listed companies, including Hangzhou Weiguang Electronic Co., Ltd. and Zheshang Securities Co., Ltd.[110] - Dr. Lau Kin Shing Charles has more than 20 years of experience in financial and business management and served as the chief financial officer of Sitoy Group Holdings Limited from August 2015 to July 2021[113] - Dr. Lau obtained a bachelor's degree in accounting from Curtin University of Technology in August 1993 and a doctor of business administration degree from the University of Newcastle, Australia in July 2008[115] - Dr. Lau was admitted as a Certified Practising Accountant by CPA Australia in March 2001 and a Certified Public Accountant by the Hong Kong Institute of Certified Public Accountants in July 2001[115] - Dr. Lau was honored as the Model Worker of China Central Government Enterprises by the Ministry of Human Resources and Social Security and the State-owned Assets Supervision and Administration Commission of the State Council in April 2009[115] - Mr. Chen Caixiong appointed as co-chief executive officer on 27 March 2024, responsible for overseeing overall operations and supply chain management[117][119] - Mr. Chen joined the Group in March 2023 and was appointed as vice president in May 2023, with extensive experience in supply chain management[118][119] - Ms. Yuan Ding, vice president and financial senior director, joined the Group in July 2023, overseeing operation and daily financial management[120][123] - Ms. Yuan previously served as senior financial manager and financial director at Alipay (Hangzhou) Information Technology Co., Ltd. (Ant Group) from September 2014 to May 2023[120][123] - Ms. Xie Xi, senior merchandise operations director, joined the Group in December 2023, responsible for merchandise planning and allocation management[121][123] - Ms. Xie has over ten years of experience in supply chain and merchandise management, previously working at Decathlon Group and Shanghai Shading Technology Co., Ltd.[122][123] - Mr. Xu Shijian, vice president and chief financial officer, responsible for financial strategic planning, investment and financing, investor relations, legal affairs, and inspection[124][125] - Mr. Xu has over twenty years of experience in finance and corporate management, joined the Group in November 2016, and served as chief financial officer and vice president[125] - Mr. Xu previously served as financial director of Lvcheng E-commerce Co., Ltd. from February 2011 to May 2016[125] - Mr. Xu was a practicing certified public accountant and served as project manager and head of department at Shaoxing Tianyuan Accountant Office from March 2006 to January 2011[125] - Mr. Cheng Bing, Vice President, is responsible for managing new business, including expansion into new channels and development of new product offerings[128] - Mr. Cheng Bing oversees sales and marketing management through third-party e-commerce platforms such as Amazon, Temu, and TikTok[129] - Mr. Peng Yulong, Chief Technology Officer, is responsible for formulating the overall technology strategy and overseeing the design, development, and operation of the company's information products[130] - Mr. Peng Yulong has extensive experience in big data and internet industries, previously serving as the head of data and algorithm product department at Ant Financial[131] - The company's legal compliance matters are managed by Ms. Zheng Huanxin, who serves as the manager of the legal department[133] - Ms. Yu Anne, appointed as one of the joint company secretaries, has over 20 years of experience in the corporate secretarial field[135] - Mr. Hua Bingru was re-designated as a co-chief executive officer of the Group on 27 March 2024[158] - Mr. Chen Caixiong was appointed as a co-chief executive officer of the Group on 27 March 2024, assisting in the overall business development[158] - Mr. Hua Bingru was appointed as Co-CEO on 27 March 2024, assisting the founder and Chairman in leading the company's business development[159] - Mr. Chen Caixiong was appointed as Co-CEO on 27 March 2024[159] Shareholder and Corporate Governance - Mr. Hua Bingru holds a 47.21% stake in the company with 236,056,036 shares[167] - Mr. Wang Weiping holds a 4.52% stake in the company with 22,608,772 shares[167] - Mr. Dong Zhenguo holds a 3.93% stake in the company with 19,634,654 shares[167] - Ms. Hua Hui holds a 2.10% stake in the company with 10,498,364 shares[167] - No significant transactions or contracts involving directors or controlling shareholders were reported during the year[161][162][163] - No changes in directors' resumes were reported except for the appointment of Mr. Hua Bingru as Co-CEO[159] - Compensation for directors and top executives is detailed in Notes 34 and 11 of the consolidated financial statements[159] - Total number of shares issued as of 31 December 2023 is 500,000,000[169] - Mr. Hua holds a 47.21% stake in the company through Hone Ru Trust, Gfxtmyun, and TMY ONE[171] - Ms. Yu holds a 5.02% stake in the company through Wiloru Holding and Hyufeng[171] - Mr. Wang Shijian and Ms. Rao Xingxing each hold an 8.89% stake in the company through Chichiboy Holdings Limited and Xringirl[172] - TMY THREE holds a 5.65% stake in the company[172] - The Group's five largest customers accounted for approximately 3.80% of its total revenue (2022: 0.35%)[176] - The Group's five largest suppliers accounted for 70.5% of total purchases (2022: 66.2%), with the largest supplier contributing approximately 65.4% (2022: 62.8%)[176] - The total number of issued shares as of 31 December 2023 was 500,000,000[182] - The Board did not recommend the payment of a final dividend for the Reporting Period (2022: HK$ 25.0 million)[178] - The Annual General Meeting is proposed to be held on 13 May 2024, with the register of members closed from 8 May to 13 May 2024 for eligibility determination[179][180] - The Share Award Scheme (Existing Shares) was adopted on 15 September 2023, with a maximum award limit of 10% of the Company's issued share capital, equivalent to 50,000,000 shares[189] - The Share Award Scheme (Existing Shares) is valid for a period of approximately 9 years and 6 months from the adoption date, ending on the earlier of the 10th anniversary or when all awarded shares are fully vested, settled, lapsed, forfeited, or canceled[187] - Eligible participants for the Share Award Scheme (Existing Shares) include employees of the Group and individuals who have contributed to the Group's past or long-term growth[185] - The Share Award Scheme (Existing Shares) is administered by the Board, with decisions being final and binding, and is supported by a trustee, Core Trust Company Limited, or its wholly-owned subsidiary, Gongfenxiang One[184] - The maximum number of Shares that may be granted to a selected participant under the Share Award Scheme (Existing Shares) shall not exceed 1% of the Company's total issued Shares during any 12-month period[191] - Awards granted are subject to the acceptance of the grant by the selected participant in the time and manner stipulated in the grant letter, otherwise, the award shall be forfeited[192] - The vesting period and vesting schedule are subject to the discretion of the Board, and the awarded Shares shall vest in the selected participant upon fulfillment of all vesting conditions[193] - No awards have been granted, cancelled, or lapsed under the Share Award Scheme (Existing Shares) since its adoption up to the date of the annual report[194] - The Share Award Scheme (New Shares) was approved by Shareholders and adopted on 1 December 2023, and is to be funded solely by new shares[197] - The purpose of the Share Award Scheme (New Shares) is to provide selected participants with an opportunity to obtain a proprietary interest in the Company and to incentivize contributions to the Company[197] - The Board will administer the Share Award Scheme (New Shares) in accordance with the scheme rules and may appoint a third-party professional service provider as the administrator[198] -

Financial Performance - The total revenue for the first half of 2023 was approximately RMB1,375.3 million, representing a year-over-year increase of approximately 7.7% compared to RMB1,277.5 million in the same period of 2022[11]. - Gross profit for the first half of 2023 was approximately RMB1,001.3 million, reflecting a year-over-year increase of approximately 3.3% from RMB969.1 million in the same period of 2022[11]. - Profit attributable to shareholders for the semi-annual period was approximately RMB10.3 million, a significant decrease of approximately 83.2% compared to RMB61.3 million in the same period of 2022[11]. - Basic and diluted earnings per share for the profit attributable to shareholders was approximately RMB0.02, down from RMB0.13 for the six months ended June 30, 2022[11]. - The Group's revenue for the Reporting Period was approximately RMB1,375.3 million, an increase of approximately 7.7% compared to RMB1,277.5 million in the same period of 2022[13]. - Revenue from third-party e-commerce platforms was approximately RMB1,304.0 million, representing an increase of approximately RMB103.7 million, or approximately 8.6%, compared to RMB1,200.3 million in the same period of 2022[14]. - Revenue from North America was approximately RMB1,286.5 million, an increase of approximately RMB66.4 million, or approximately 5.4%, compared to RMB1,220.1 million in the same period of 2022[19]. - The Group's cost of sales for the Reporting Period was RMB374.0 million, an increase of approximately RMB65.6 million, or approximately 21.3%, compared to RMB308.4 million in the same period of 2022[22]. - Gross profit amounted to approximately RMB1,001.3 million, an increase of approximately RMB32.2 million compared to RMB969.1 million in the same period of 2022, with a gross profit margin of approximately 72.8%, down 3.1 percentage points from 75.9%[24]. - Selling expenses and distribution costs amounted to approximately RMB923.9 million, an increase of approximately RMB85.6 million, or approximately 10.2%, compared to RMB838.3 million in the same period of 2022[33]. - General and administrative expenses increased by approximately RMB10.2 million, or approximately 16.2%, to RMB73.1 million for the Reporting Period compared to RMB62.9 million in the same period of 2022[34]. - Profit before income tax decreased by approximately 85.1% to approximately RMB10.7 million for the Reporting Period from approximately RMB71.3 million for the six months ended 30 June 2022[41]. - Total comprehensive income attributable to shareholders decreased by approximately 83.2% to approximately RMB10.3 million for the Reporting Period from approximately RMB61.3 million for the six months ended 30 June 2022[48]. Operational Efficiency - The company expanded its product categories and focused on various core brand directions to enhance its market presence[7]. - New sales channels, including the Temu platform, were introduced to optimize the Group's revenue structure[7]. - A one-stop sales management system was established to improve operational efficiency through digitalization[8]. - The company adjusted its organizational structure for centralized management and resource allocation to enhance management efficiency[7]. - Sales through third-party e-commerce platforms, particularly on Amazon, contributed significantly to revenue growth[6]. - The company aims to become a world-renowned e-commerce operator in fashion apparel and footwear products[6]. - The company plans to explore new sales channels, such as TikTok, and develop overseas physical stores to achieve broader market coverage[64]. - Continuous upgrades to the product portfolio will cater to diverse fashion preferences and personalized needs, enhancing sales performance of hot-selling products[64]. - The company aims to consolidate brand concentration and implement a high-end branding strategy to increase product added value[64]. - Investment in digitization will be increased to develop IT systems for new product development and refined operation of the entire product lifecycle[65]. - The company will enhance inventory turnover efficiency through expanded sales channels and refined operations to improve inventory structure[65]. - Development of a global supply chain and full digitalization is planned to establish a flexible, efficient, green, and digital global supply chain platform[66]. Financial Position - As of June 30, 2023, the Group had cash and cash equivalents of approximately RMB314.6 million, an increase from approximately RMB294.5 million as of December 31, 2022, representing a growth of about 6.4%[53]. - The Group's total liabilities to total assets ratio (gearing ratio) remained stable at approximately 42.1% as of both June 30, 2023, and December 31, 2022[54]. - As of June 30, 2023, the Group's borrowings amounted to approximately RMB147.6 million and lease liabilities were approximately RMB62.0 million, indicating a total indebtedness of approximately RMB209.6 million[55]. - Total staff costs incurred by the Group during the Reporting Period were approximately RMB110.0 million, reflecting a year-over-year increase of approximately 47.7% compared to RMB74.5 million in the same period of 2022[60]. - The Group did not experience any significant operational difficulties due to fluctuations in currency exchange rates during the Reporting Period[58]. - The Group does not have any pledged assets as of June 30, 2023[58]. - The Group's employee count stood at 1,155 full-time employees as of June 30, 2023, primarily based in mainland China[60]. Corporate Governance - The company has established an Audit Committee consisting of three independent non-executive Directors to ensure compliance with the Listing Rules and Corporate Governance Code[87]. - The interim financial results for the Reporting Period have not been audited but are considered compliant with relevant accounting standards[88]. - The company is committed to maintaining high standards of corporate governance to safeguard shareholder interests and enhance corporate value[83]. - The company has complied with the Corporate Governance Code, except for a deviation regarding the separation of roles between the chairman and the chief executive officer[84]. - The company will continue to review and monitor its corporate governance practices to ensure compliance with the Corporate Governance Code[85]. - The company is governed by a trust structure involving multiple shareholders and their interests in controlled corporations[72]. - The report indicates no other directors or chief executives have interests in the shares as of June 30, 2023[72]. Shareholder Information - As of June 30, 2023, Mr. Hua Bingru holds 261,144,457 shares, representing 52.23% of the shareholding[69]. - Mr. Wang Shijian holds 44,466,717 shares, representing 8.89% of the shareholding[69]. - Mr. Wang Weiping holds 22,608,772 shares, representing 4.52% of the shareholding[69]. - As of June 30, 2023, the total number of shares issued by the company is 500,000,000[70]. - Hone Ru and its subsidiaries collectively hold 236,056,036 shares, accounting for about 47.21% of the total shareholding[74]. - The company has disclosed interests and short positions of substantial shareholders as required by the SFO[73]. - The company did not recommend the payment of an interim dividend for the Reporting Period, consistent with the previous year[82]. Cash Flow and Investments - The company generated cash from operations amounting to RMB 74,881,000, a significant increase from RMB 17,311,000 in the same period of 2022, representing a growth of approximately 333%[119]. - The net cash generated from operating activities for the first half of 2023 was RMB 57,332,000, compared to RMB 12,038,000 in the prior year, indicating a year-over-year increase of about 376%[119]. - The company incurred net cash used in investing activities of RMB 2,962,000 for the first half of 2023, a decrease from RMB 8,325,000 in the same period of 2022, showing an improvement of approximately 64%[120]. - The company reported a net cash used in financing activities of RMB 42,201,000 for the first half of 2023, compared to RMB 3,710,000 in the same period of 2022, representing an increase of approximately 1035%[121]. - The dividends distributed to shareholders amounted to RMB 21,885,000 during the reporting period[117]. Taxation - Current income tax expenses were RMB3.977 million for the Reporting Period, down from RMB11.597 million in the same period of 2022[45]. - The Group's total income tax expense for the six months ended June 30, 2023, was RMB 379,000, down from RMB 10,034,000 in 2022, a decrease of approximately 96.2%[178]. - The corporate income tax rate for the Company's subsidiaries in China is generally 25%, but certain subsidiaries qualified as high-tech enterprises benefit from a reduced rate of 15% for three years[187]. - Several subsidiaries in China qualified as small and micro enterprises, enjoying a corporate income tax rate of 20% for the six months ended June 30, 2023[189]. - A 10% withholding tax is levied on dividends declared by PRC subsidiaries to foreign holding companies, which may be reduced to 5% under certain tax treaty arrangements[191]. Future Outlook - In the second half of 2023, the market will face various unknown challenges, affecting overall performance in the consumer goods market[64]. - The company plans to enhance sales and branding capabilities, with an estimated HK$81.2 million allocated for this purpose, expected to be fully utilized by the end of 2025[97]. - The expected timetable for the use of unutilized net proceeds is by the end of 2025 for various projects[99].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Zibuyu Group Limited 子不語集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2420） 截至2023年6月30日止六個月之中期業績公告 子不語集團有限公司（「本公司」，連同其附屬公司統稱為「本集團」）董事（「董事」）會（「董 事會」）欣然宣佈本集團截至2023年6月30日止六個月的未經審核綜合業績（「中期業績」） 連同去年同期的比較數字。本中期業績公告列載本公司2023年中期報告全文，並符合《香 港聯合交易所有限公司證券上市規則》中有關中期業績初步公告附載的資料之披露要求， 並已經本公司審核委員會審閱。 本公司2023年中期報告的印刷版本將於2023年9月底之前寄發予本公司股東，並可於其時 在香港交易及結算所有限公司的網站 (www.hkexnews.hk) 及本公司的網站 (www.zbycorp.com)閱覽。 | --- | --- | --- | |------- ...