ZIBUYU Zibuyu Group Limited 子不语集团有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) Stock Code 股份代號: 2420 中期報告 INTERIM REPORT 2024 | --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------|-------| | | | | "!!!! | | | | | | A P | | | | | n @ | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | |-------|---------------------------------------------------------------------------------------------|-------|-------|-------|-------| | | ...

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。 | --- | --- | --- | --- | --- | |-------| ...

回望2023年，在美联储超预期加息、地缘冲突不断的大背景下，世界贸易局势与供应链面临重大重构， 全球经济经历了深刻调整。尤其是对于消费性行业来说，挥之不去的通胀阴霾，以及供给和需求的频繁 波动，更使得行业恢复进度缓慢。经济调整期，此时最是考验企业的基本面韧性。 智通财经APP注意到，日前，子不语（02420）披露了2023年度业绩。财报显示，2023年子不语实现收 入30亿元（人民币，单位下同），与上年同期基本持平。 作为国内最大的跨境电商B2C公司之一，子不语主要通过亚马逊等第三方电商平台进行服饰及鞋履产品 销售。据悉，亚马逊是北美地区最大的线上服装零售商，市占率高达50%，而亚马逊也是子不语销售产 品的主要阵地。 在巩固核心渠道的优势的同时，2023年子不语还重点开拓了Temu、Tiktok等新的销售渠道，并已经取得 了突出的阶段性成果。以Temu为例，Temu刚在美国推出全托管模式时，子不语便开始为平台提供多元 化的女装产品供给，目前公司来源于新平台的收入正持续增长。 子不语旗下核心品牌的表现也一如既往的出色。数据显示，2023年公司前十大品牌的销售收入同比增长 超过了15%，其中包括了多个年销售收入过 ...

| --- | --- | --- | --- | |-------|-------|----------------------|-------| | | | | | | | | ZÍBUYU | | | | | Zibuyu Group Limited | | | | | 子不语集团有限公司 | | (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) Stock Code 股份代號: 2420 ANNUAL REPORT 023 # About Zibuyu Group Limited 關於子不語集團有限公司 Zibuyu Group (2420.hk) was establish in 2011 and listed on the main board of the Hong Kong Stock Exchange on 11 November 2022. Since our inception, we have been primarily focusing on the sale of a wide ...

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] -

ZIBUYU Zibuyu Group Limited 子不语集团有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) Stock Code 股份代號 : 2420 INTERIM REPORT 2023 中期報告 | --- | --- | |---------------------------------------------------------------------------------------------|-------| | | | | | | | CONTENTS 目 錄 Corporate Information 公司資料 | | | Management Discussion and Analysis 管理層討論與分析 | | | Corporate Governance and Other Information | | | 企業管治及其他資料 Condensed Consolidated Interim Statement of Comprehensive Inco ...

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。 | --- | --- | --- | |------- ...

About Zibuyu Group Limited 關於子不語集團有限公司 Zibuyu Group (2420.hk) was establish in 2011 and listed on the main board of the Hong Kong Stock Exchange on 11 November 2022. Since our inception, we have been primarily focusing on the sale of a wide range of self-designed apparel, footwear and other products worldwide. We primarily design apparel, footwear and other products, procure products manufactured in accordance with our design and process from selected OEM suppliers, and subsequently sell such products to cu ...

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 部分內容而產生或因依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） 有關截至2022年12月31日止年度的年度業績公告的補充公告 子不語集團有限公司（「本公司」）日期為2023年3月27日的公告（「該公告」），內容有 關本公司截至2022年12月31日止年度的年度業績。除非內容另有定義，本公告所用 詞彙與該公告所界定者具有相同涵義。 除該公告中披露的資料外，董事會謹此提供以下補充資料（補充部分已加底線）： 為釐定出席股東週年大會及在會上投票的資格，本公司將於2023年6月15日（星期 四）至2023年6月20日（星期二）止（包括首尾兩日）暫停辦理股份過戶登記手續。為符 合資格出席股東週年大會，本公司所有過戶文件連同有關股票必須在不遲於2023年 6月14日（星期三）下午4時30分送達本公司的香港股份過戶登記處香港中央證券登記 有限公司（香港灣仔皇后大道 ...

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 產生或因依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2022年12月31日止年度 之年度業績公告 財務摘要 | --- | --- | --- | |------------------------|-------------------------|--------------------| | | 截至 12 月 31 \n2022 年 | 日止年度 \n2021 年 | | | 人民幣千元 | 人民幣千元 | | | | | | 收入 | 3,066,331 | 2,346,543 | | 毛利 | 2,347,755 | 1,765,535 | | 除所得稅前利潤 | 127,190 | 237,631 | | 年度利潤 | 110,694 | 200,509 | | 本公司股東應佔年度利潤 | 110,694 | 200,5 ...