Zibuyu Group Limited 子不語集團有限公司 (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 中期報告 Zibuyu Group Limited 子不語集團有限公 司 Interim Report 2025 中期報告 Zibuyu Group Limited 子不語集團有限公司 CONTENTS 目 錄 2 Corporate Information 公司資料 5 Management Discussion and Analysis 管理層討論與分析 26 Corporate Governance and Other Information 企業管治及其他資料 37 Condensed Consolidated Interim Statement of Comprehensive Income 簡明合併中期全面收益表 38 Condensed Consolidated Interim Statement of Fin ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 子不語集團有限公司 呈交日期: 2025年9月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02420 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | USD | | 0.00005 | USD | | 100,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 2,000,000,000 | USD | | 0.00005 | USD | | 100,000 | 本月底法定/註 ...

Core Insights - The company reported a significant increase in revenue and profit for the first half of 2025, with revenue reaching 1.96 billion yuan, a year-on-year growth of 34.1%, and net profit of 110 million yuan, up 15.9% year-on-year [1] Group 1: Brand and Marketing Strategy - The company has undergone a comprehensive upgrade of its brand power, establishing a brand division and enhancing brand architecture, visual identity, product design, and marketing strategies [2] - The revenue from the company's top ten core brands exceeded 1 billion yuan, accounting for over 50% of total revenue for the first time [2] - The company received recognition as one of the "Top 50 Innovative Export Brands" by Amazon, reflecting its strengthened brand influence [2] Group 2: Channel Expansion - The company has strategically increased investment in non-Amazon channels such as TikTok and Temu, resulting in a significant rise in revenue from these platforms [2] - Non-Amazon channel revenue now accounts for 7.4% of total revenue, driven by the company's focus on high-end markets and the establishment of independent brand sites [2] Group 3: Global Supply Chain and Operational Efficiency - The company has initiated its "capacity going abroad" strategy, establishing supply chains in Vietnam and expanding into Southeast Asia, including Myanmar, Malaysia, and Cambodia [3] - A centralized procurement strategy has been implemented to reduce costs and shorten production cycles, enhancing operational efficiency [3] - The company's strong organizational capabilities have enabled it to execute operational adjustments and business innovations effectively, leading to accelerated growth [3]

Core Insights - The company reported a significant increase in revenue and profit for the first half of 2025, with revenue reaching 1.96 billion and a year-on-year growth of 34.1%, while net profit attributable to shareholders was 110 million, up 15.9% year-on-year [1] Group 1: Brand and Marketing Strategy - The company has undergone a comprehensive upgrade of its brand power, establishing a brand division and enhancing brand architecture, visual identity, product design, and marketing strategies [2] - The revenue from the top ten core brands exceeded 1 billion for the first time, accounting for over 50% of total revenue, reflecting the effectiveness of the brand upgrade [2] - The company has successfully transitioned from "product export" to "brand export," leveraging social media marketing with overseas key opinion leaders [2] Group 2: Channel Expansion - The company has strategically increased resource allocation to non-Amazon channels such as TikTok and Temu, resulting in a significant rise in revenue from these platforms, which now account for 7.4% of total revenue [2] - The establishment of independent sites for nine Amazon brands has further contributed to revenue growth outside of traditional channels [2] Group 3: Global Supply Chain and Operational Efficiency - The company has initiated its "capacity going abroad" strategy, establishing supply chains in Vietnam and expanding into other Southeast Asian countries, with plans to enter the Turkish market [3] - A centralized procurement strategy has been implemented to reduce costs and shorten production cycles, enhancing operational efficiency [3] - The company's strong organizational capabilities have enabled it to execute operational adjustments and business innovations effectively, leading to accelerated growth [3]

Core Insights - The company reported a total revenue of approximately 1.9613 billion yuan for the mid-2025 period, representing a year-on-year growth of 34.1% [2] - The net profit attributable to shareholders was around 106 million yuan, reflecting a year-on-year increase of 15.9%, with basic and diluted earnings per share of approximately 0.22 yuan [2] Revenue Growth Drivers - The primary reason for revenue growth is the company's enhanced brand building and expansion into non-Amazon channels, with both core brands and non-Amazon channels showing significant growth [2] - In brand building, the company improved brand strength through organizational restructuring, core brand visual upgrades, original product design, and overseas social media content marketing and KOL promotion [2] Channel Expansion - Revenue from non-Amazon channels grew rapidly, with TikTok and Temu platform revenues increasing by 51.3% and 79.3% respectively, while self-operated website revenue surged nearly ninefold [2] Supply Chain Improvements - The company reduced costs through centralized procurement and achieved a breakthrough in overseas production capacity for the first time, focusing on Southeast Asia to lay the foundation for global supply chain network expansion [2]

Core Insights - The company reported a significant revenue increase of 34.1% year-on-year, reaching approximately 1.9613 billion yuan for the first half of 2025, with a net profit attributable to shareholders of about 106 million yuan, reflecting a 15.9% increase [1] - The revenue growth is primarily attributed to the company's active brand development and substantial expansion of non-Amazon channels, leading to significant growth in core brands and non-Amazon revenue streams [1] Group 1: Brand Development and Marketing - The company enhanced its brand strength through a multi-dimensional approach, achieving substantial growth in core brands [1] - Organizational restructuring focused on brand-oriented departments and vertical specialization improved resource allocation and strategic collaboration [1] - Visual upgrades to core brands and the integration of fashion elements in product design led to improved product launch efficiency and strong market performance for new products [1] - The establishment of a brand book to define user profiles and the use of overseas social media for content marketing increased brand exposure and sales conversion [1] Group 2: Channel Expansion and Revenue Growth - The company accelerated its multi-channel strategy, resulting in rapid revenue growth from non-Amazon channels while maintaining a solid growth base on Amazon [2] - Revenue from TikTok and Temu platforms saw significant year-on-year increases of 51.3% and 79.3%, respectively, while self-operated website revenue surged nearly ninefold [2] - The company optimized its global supply chain, achieving a breakthrough in overseas production capacity, particularly in Vietnam, and expanding into other Southeast Asian countries [2]

Core Insights - The company reported a significant revenue increase of 34.1% year-on-year, reaching approximately 1.9613 billion yuan for the first half of 2025, with a net profit attributable to shareholders of about 106 million yuan, reflecting a 15.9% increase [1] - The revenue growth is primarily attributed to the company's active brand development and substantial expansion of non-Amazon channels, leading to a remarkable increase in core brands and non-Amazon channel revenues [1] Group 1: Brand Development and Marketing - The company enhanced its brand strength through a multi-dimensional approach, achieving substantial growth in core brands [1] - Organizational restructuring was completed to focus on brand-oriented departments, emphasizing strategic collaboration across departments for clearer resource allocation [1] - Visual upgrades were made to core brands to enhance brand perception and aesthetic value [1] - The design department integrated fashion elements into original designs, significantly improving product launch efficiency and market performance of new products [1] - The company established a brand book to define user profiles and engaged in content marketing on overseas social media, collaborating with top KOLs for brand promotion [1] Group 2: Channel Expansion and Revenue Growth - The company accelerated its multi-channel strategy, resulting in rapid revenue growth from non-Amazon channels while maintaining a solid growth base on Amazon [2] - Revenue from TikTok and Temu platforms saw substantial year-on-year increases of 51.3% and 79.3%, respectively [2] - The company expanded its self-operated website, with revenue from this channel increasing nearly ninefold [2] Group 3: Supply Chain Optimization - The company optimized its global supply chain system, achieving a breakthrough in overseas production capacity for the first time [2] - A centralized procurement strategy was implemented, along with a supplier performance evaluation mechanism to select quality partners and effectively reduce procurement costs [2] - The company focused on establishing supply chain capabilities in Southeast Asia, particularly in Vietnam, while also expanding into Myanmar, Malaysia, and Cambodia [2]

Core Insights - The company reported total revenue of approximately RMB 1,961.3 million for the first half of 2025, representing a significant increase of 34.1% compared to the first half of 2024 [1] - The net profit attributable to shareholders was approximately RMB 105.9 million, which is a 15.9% increase from the first half of 2024 [1]

[Corporate Information](index=3&type=section&id=Corporate%20Information) [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) This section outlines the composition of the company's Board of Directors, including executive, non-executive, and independent non-executive directors, detailing the members and chairpersons of its Audit, Remuneration, Nomination, and ESG Committees - The Board of Directors includes executive directors such as Mr. Hua Bingru (Chairman) and Mr. Chen Caixiong (CEO), and independent non-executive directors like Mr. Yu Kefei[4](index=4&type=chunk)[6](index=6&type=chunk) - The company has an Audit Committee (Chairman: Mr. Yu Kefei), a Remuneration Committee (Chairman: Mr. Shen Tianfeng), a Nomination Committee (Chairperson: Ms. Luo Yan), and an Environmental, Social and Governance Committee (Chairman: Dr. Liu Jiancheng)[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) [Company Details and Advisors](index=4&type=section&id=Company%20Details%20and%20Advisors) This section provides key corporate information including the company's principal bankers, registered office, China headquarters, Hong Kong principal place of business, auditor, Hong Kong legal counsel, share registrar, stock code, and website - Principal bankers include Bank of China (Hong Kong) Limited and China Merchants Bank Hangzhou Linping Branch[8](index=8&type=chunk)[9](index=9&type=chunk) - The auditor is PricewaterhouseCoopers[9](index=9&type=chunk)[10](index=10&type=chunk) - The company's stock code is **2420**, and its official website is www.zbycorp.com[12](index=12&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Overview](index=6&type=section&id=Business%20Overview) Zibuyu Group aims to be a global fashion brand operating company, offering fashion apparel and footwear through third-party e-commerce platforms (e.g., Amazon, TikTok, Temu) and proprietary websites, achieving significant revenue and net profit growth in H1 2025 despite external challenges - The company provides fashion apparel and footwear products to global users through third-party e-commerce platforms like Amazon, TikTok, Temu, and its proprietary websites[14](index=14&type=chunk)[17](index=17&type=chunk) - H1 2025 Key Financial Data (YoY) | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Growth Rate | | :--- | :-------------------------- | :-------------------------- | :--------- | | Total Revenue | 1,961.3 | 1,462.1 | 34.1% | | Net Profit Attributable to Shareholders | 105.9 | 91.4 | 15.9% | - In H1 2025, the company enhanced brand power across multiple dimensions, including brand-oriented departmental restructuring, core brand visual upgrades, original product design, and overseas social media content marketing[16](index=16&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - Non-Amazon channel revenue grew rapidly, with TikTok and Temu platform revenues increasing by **51.3%** and **79.3%** year-on-year, respectively; proprietary website revenue surged by nearly **9 times** year-on-year[36](index=36&type=chunk)[38](index=38&type=chunk) - The company achieved its first overseas production breakthrough, focusing on Vietnam supply chain layout and expanding production capacity in Southeast Asia, including Myanmar, Malaysia, and Cambodia[37](index=37&type=chunk)[38](index=38&type=chunk) - The company strengthened organizational capabilities by implementing a 4.5-day work week, enhancing employee benefits and work efficiency[40](index=40&type=chunk)[42](index=42&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) This section reviews the Group's financial performance for H1 2025, covering revenue, cost of sales, gross profit, other income, net other gains, selling and distribution expenses, general and administrative expenses, finance costs, profit before income tax, income tax expense, and profit attributable to shareholders, alongside capital expenditure, liquidity, and gearing ratio analysis - H1 2025 Key Financial Indicators (YoY) | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Growth Rate | | :--- | :-------------------------- | :-------------------------- | :--------- | | Revenue | 1,961.3 | 1,462.1 | 34.1% | | Cost of Sales | 487.4 | 381.2 | 27.9% | | Gross Profit | 1,474.0 | 1,080.9 | 36.4% | | Gross Margin | 75.2% | 73.9% | 1.3 percentage points | | Selling and Distribution Expenses | 1,322.2 | 941.7 | 40.4% | | General and Administrative Expenses | 52.9 | 57.8 | -8.5% | | Finance Costs | 2.8 | 4.4 | -35.9% | | Profit Before Income Tax | 107.7 | 93.3 | 15.4% | | Income Tax Expense | 1.8 | 2.0 | -6.5% | | Profit Attributable to Shareholders | 105.9 | 91.4 | 15.9% | | Basic and Diluted Earnings Per Share | 0.22 | 0.18 | 22.2% | - H1 2025 Revenue by Sales Channel (RMB thousand) | Sales Channel | H1 2025 | H1 2024 | | :------- | :----------- | :----------- | | Amazon | 1,815,946 | 1,376,857 | | Temu | 50,439 | 28,132 | | TikTok | 40,037 | 26,467 | | Other Third-Party E-commerce Platforms | 11,918 | 9,378 | | Proprietary Websites | 35,505 | 3,614 | | Others | 7,480 | 17,684 | | **Total** | **1,961,325** | **1,462,132** | - H1 2025 Revenue by Geographical Location (RMB thousand) | Geographical Location | H1 2025 | H1 2024 | | :------- | :----------- | :----------- | | North America | 1,926,558 | 1,396,891 | | Asia | 21,684 | 47,435 | | Europe | 6,203 | 9,488 | | Others | 6,880 | 8,318 | | **Total** | **1,961,325** | **1,462,132** | - Capital expenditure was approximately **RMB 3.3 million**, an increase of approximately **RMB 2.2 million** compared to the same period last year, primarily due to increased purchases of office equipment and smart information systems[85](index=85&type=chunk)[89](index=89&type=chunk) - The gearing ratio increased from approximately **44.4%** as of December 31, 2024, to approximately **48.7%** as of June 30, 2025, mainly due to increased trade payables and a decrease in equity from declared cash dividends[97](index=97&type=chunk)[99](index=99&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section covers the Group's significant investments, acquisitions, and disposals, future investment plans, asset pledges, foreign exchange risk management, employees and staff costs, and continuing connected transactions during the reporting period - There were no significant investments, acquisitions, or disposals, nor any material capital commitments or significant litigation during the reporting period[100](index=100&type=chunk)[105](index=105&type=chunk)[86](index=86&type=chunk)[90](index=90&type=chunk)[87](index=87&type=chunk)[91](index=91&type=chunk) - As of June 30, 2025, the Group had **1,058** full-time employees, with total staff costs of approximately **RMB 121.6 million**, a year-on-year increase of **18.9%**[110](index=110&type=chunk) - The Group faces foreign exchange risk, but it was not significantly affected during the reporting period, currently has no foreign exchange hedging policy, but management will closely monitor it[103](index=103&type=chunk)[104](index=104&type=chunk)[108](index=108&type=chunk) - Two continuing connected transactions were entered into with Hangzhou Shuzhi Technology Co., Ltd., involving smart advertising system construction and development services (RMB 2.70 million) and smart advertising subscription services (1.5%-2% of Amazon advertising spend)[117](index=117&type=chunk)[119](index=119&type=chunk) [Future Prospects](index=26&type=section&id=Future%20Prospects) The Group's outlook for H2 2025 involves adhering to its "Rooted in China, Global Reach" strategy, focusing on consumer demand, driving product innovation, enhancing organizational operational efficiency, and strengthening competitive advantages through brand building, integrated marketing, omnichannel expansion, global supply chain optimization, organizational development, and leveraging AI opportunities - Deepen brand building by continuously optimizing the top ten core brands and establishing a brand matrix covering high, mid, and low-end markets[122](index=122&type=chunk) - Implement integrated marketing strategies, expand media cooperation to increase brand exposure, build proprietary websites to cultivate private domain traffic, and prepare for offline events to promote localized marketing[122](index=122&type=chunk) - Continue to expand the omnichannel sales system, accelerate sales growth in non-Amazon channels, vigorously develop proprietary websites, and strategically plan for overseas offline channels[122](index=122&type=chunk) - Strengthen the global high-end supply chain layout, focusing on promoting Southeast Asian supply chain construction and increasing the proportion of international production capacity[122](index=122&type=chunk) - Enhance organizational capabilities, broaden talent structure, and build an international talent pipeline; seize AI development opportunities, continuously advance digital transformation, and empower various business processes with AI[122](index=122&type=chunk) [Corporate Governance and Other Information](index=27&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Interests and Short Positions of Directors and Chief Executive](index=27&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Chief%20Executive) This section discloses the interests and short positions of the company's directors and chief executive in the company's shares as of the end of the reporting period, primarily long positions held through controlled corporations or discretionary trusts - Directors' and Chief Executive's Shareholdings (as of June 30, 2025) | Director/Chief Executive Name | Nature of Interest | Number of Shares (L) | Approximate Percentage of Shareholding | | :------------------- | :--------- | :----------- | :------------- | | Mr. Hua Bingru | Interest in controlled corporation/Founder of discretionary trust | 236,056,036 | 47.21% | | Mr. Wang Weiping | Interest in controlled corporation/Founder of discretionary trust | 22,608,772 | 4.52% | | Mr. Dong Zhenguo | Interest in controlled corporation/Founder of discretionary trust | 19,634,654 | 3.93% | [Interests and Short Positions of Substantial Shareholders](index=29&type=section&id=Interests%20and%20Short%20Positions%20of%20Substantial%20Shareholders) This section lists the interests and short positions of substantial shareholders, other than directors and the chief executive, in the company's shares as of the end of the reporting period, including long positions held through controlled corporations or discretionary trusts - Substantial Shareholders' Shareholdings (as of June 30, 2025) | Substantial Shareholder Name/Entity | Nature of Interest | Number of Shares (L) | Approximate Percentage of Shareholding | | :---------------- | :--------- | :----------- | :------------- | | Hone Ru | Interest in controlled corporation | 236,056,036 | 47.21% | | Gfxtmyun | Interest in controlled corporation | 236,056,036 | 47.21% | | TMY ONE | Beneficial interest | 236,056,036 | 47.21% | | Ms. Yu Feng | Interest in controlled corporation/Founder of discretionary trust | 25,088,421 | 5.02% | | Wiloru Holdings | Interest in controlled corporation | 25,088,421 | 5.02% | | Hyufeng | Beneficial interest | 25,088,421 | 5.02% | | Mr. Wang Shijian | Founder of discretionary trust | 44,466,717 | 8.89% | | Ms. Rao Xingxing | Interest in controlled corporation/Spouse's interest/Founder of discretionary trust | 44,466,717 | 8.89% | | Chichiboy Holdings Limited | Interest in controlled corporation | 44,466,717 | 8.89% | | Xringirl | Beneficial interest | 44,466,717 | 8.89% | | TMY THREE | Beneficial interest | 27,751,508 | 5.55% | [Share Schemes](index=31&type=section&id=Share%20Schemes) The company adopted the Share Award Scheme (Existing Shares) and Share Award Scheme (New Shares) in 2023 to incentivize employees; no awards were granted during the reporting period, but the trustee repurchased some shares under the Existing Shares Scheme - The company adopted the Share Award Scheme (Existing Shares) and the Share Award Scheme (New Shares) on September 15, 2023, and December 1, 2023, respectively[136](index=136&type=chunk)[140](index=140&type=chunk) - During the reporting period, no awards were granted, cancelled, or lapsed under the Share Award Schemes[136](index=136&type=chunk)[140](index=140&type=chunk) - The maximum number of awards that can be granted under the Share Award Scheme (Existing Shares) and (New Shares) are **50,000,000** shares and **25,000,000** shares, respectively[137](index=137&type=chunk)[140](index=140&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=32&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, the trustee of the Share Award Scheme (Existing Shares) purchased 1,709,500 shares on the Stock Exchange for a total of HKD 8,616,045, with no other purchases, sales, or redemptions of listed securities by the company or its subsidiaries - The trustee of the Share Award Scheme (Existing Shares) purchased a total of **1,709,500** shares for a total of **HKD 8,616,045**[143](index=143&type=chunk)[147](index=147&type=chunk) - During the reporting period, there were no other purchases, sales, or redemptions of the company's listed securities by the company or any of its subsidiaries[144](index=144&type=chunk)[147](index=147&type=chunk) [Interim Dividend](index=32&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of an interim dividend for the reporting period - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (H1 2024: nil)[145](index=145&type=chunk)[148](index=148&type=chunk) [Corporate Governance Compliance](index=33&type=section&id=Corporate%20Governance%20Compliance) The company is committed to maintaining high standards of corporate governance, has fully complied with the Corporate Governance Code, adopted the Model Code for securities transactions by directors, established an ESG Committee, and detailed the composition and responsibilities of the Audit Committee - The company established an Environmental, Social and Governance (ESG) Committee on March 27, 2025, to enhance its governance structure[149](index=149&type=chunk)[155](index=155&type=chunk) - During the reporting period and up to the date of this interim report, the company has fully complied with the code provisions set out in the Corporate Governance Code[151](index=151&type=chunk)[156](index=156&type=chunk) - All directors confirmed full compliance with the Model Code for Securities Transactions by Directors, which has been extended to designated employees[153](index=153&type=chunk)[158](index=158&type=chunk) - The Audit Committee comprises four independent non-executive directors, with Mr. Yu Kefei as Chairman, possessing appropriate accounting and financial management expertise[159](index=159&type=chunk)[162](index=162&type=chunk) [Use of Proceeds from Global Offering](index=35&type=section&id=Use%20of%20Proceeds%20from%20Global%20Offering) This section details the use of net proceeds from the global offering (HKD 216.4 million), disclosing the Board's resolution to reallocate part of the unutilized funds from supply chain management systems to enhancing sales and brand promotion capabilities, with full utilization expected by December 31, 2025 - The net proceeds from the global offering amounted to **HKD 216.4 million**[164](index=164&type=chunk)[165](index=165&type=chunk) - The Board resolved to reallocate unutilized funds designated for improving supply chain management systems to enhancing the company's sales and brand promotion capabilities[164](index=164&type=chunk)[165](index=165&type=chunk) - Summary of Use of Proceeds from Global Offering (as of June 30, 2025, HKD million) | Use Category | Net Proceeds from Global Offering | Unutilized as of Dec 31, 2024 | Utilized During Reporting Period | Unutilized as of June 30, 2025 | | :------- | :----------------- | :------------------- | :------------- | :------------- | | Enhance sales and brand promotion capabilities | 81.2 | 3.7 | 3.6 | 0.1 | | Improve supply chain management system | 61.9 | 24.9 | 5.4 | 19.5 | | Establish large independent proprietary websites | 50.4 | 9.1 | 8.3 | 0.8 | | Enhance product R&D capabilities | 11.4 | 3.4 | 3.1 | 0.3 | | Upgrade and purchase IT infrastructure | 11.5 | 0.0 | 0.0 | 0.0 | | **Total** | **216.4** | **41.1** | **20.4** | **20.7** | - The company expects to fully utilize the unutilized net proceeds by December 31, 2025[168](index=168&type=chunk) [Subsequent Events and No Material Changes](index=37&type=section&id=Subsequent%20Events%20and%20No%20Material%20Changes) This section confirms that, apart from the disclosed changes in the use of global offering proceeds, there have been no material subsequent events or significant changes affecting the company's performance from the end of the reporting period up to the date of this report - Except for the changes in the use of global offering proceeds disclosed in this report, there have been no material subsequent events from the end of the reporting period up to the date of this report[170](index=170&type=chunk)[173](index=173&type=chunk) - There have been no material changes affecting the company's performance since the publication of the 2024 annual report up to the date of this report[171](index=171&type=chunk)[174](index=174&type=chunk) [Condensed Consolidated Interim Statement of Comprehensive Income](index=38&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) This statement presents Zibuyu Group's unaudited condensed consolidated interim statement of comprehensive income for the six months ended June 30, 2025, detailing revenue, cost of sales, gross profit, various expenses, operating profit, finance costs, income tax expense, and ultimately profit and total comprehensive income attributable to the company's shareholders, with comparative data for the same period in 2024 - Condensed Consolidated Interim Statement of Comprehensive Income (For the six months ended June 30, 2025, RMB thousand) | Indicator | 2025 | 2024 | | :--- | :----- | :----- | | Revenue | 1,961,325 | 1,462,132 | | Cost of Sales | (487,361) | (381,206) | | Gross Profit | 1,473,964 | 1,080,926 | | Selling and Distribution Expenses | (1,322,174) | (941,704) | | General and Administrative Expenses | (52,948) | (57,787) | | Net Impairment Losses on Financial Assets | (257) | (122) | | Other Income | 6,696 | 5,410 | | Other Gains, Net | 5,310 | 10,976 | | Operating Profit | 110,591 | 97,699 | | Finance Costs | (2,844) | (4,368) | | Profit Before Income Tax | 107,747 | 93,331 | | Income Tax Expense | (1,838) | (1,966) | | Profit and Total Comprehensive Income Attributable to Shareholders of the Company | 105,909 | 91,365 | | Basic and Diluted Earnings Per Share (RMB) | 0.22 | 0.18 | [Condensed Consolidated Interim Statement of Financial Position](index=39&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) This statement presents Zibuyu Group's unaudited condensed consolidated interim statement of financial position as of June 30, 2025, showing non-current assets, current assets, non-current liabilities, current liabilities, and total equity attributable to the company's shareholders, with comparative data as of December 31, 2024 - Condensed Consolidated Interim Statement of Financial Position (As of June 30, 2025, RMB thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | **Assets** | | | | Total Non-Current Assets | 45,561 | 42,935 | | Total Current Assets | 1,209,397 | 1,036,652 | | **Total Assets** | **1,254,958** | **1,079,587** | | **Liabilities** | | | | Total Non-Current Liabilities | 15,860 | 10,177 | | Total Current Liabilities | 594,738 | 469,139 | | **Total Liabilities** | **610,598** | **479,316** | | **Equity** | | | | Total Equity Attributable to Shareholders of the Company | 644,360 | 600,271 | | **Total Equity and Liabilities** | **1,254,958** | **1,079,587** | - As of June 30, 2025, inventories increased to **RMB 599.3 million** (December 31, 2024: RMB 374.5 million)[178](index=178&type=chunk) - As of June 30, 2025, cash and cash equivalents decreased to **RMB 347.0 million** (December 31, 2024: RMB 446.8 million)[178](index=178&type=chunk) - As of June 30, 2025, trade and other payables increased to **RMB 409.3 million** (December 31, 2024: RMB 318.1 million), and borrowings increased to **RMB 168.7 million** (December 31, 2024: RMB 130.0 million)[181](index=181&type=chunk) [Condensed Consolidated Interim Statement of Changes in Equity](index=41&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Changes%20in%20Equity) This statement presents Zibuyu Group's unaudited condensed consolidated interim statement of changes in equity for the six months ended June 30, 2025, detailing the opening balances of share capital, share premium, shares held for employee share schemes, other reserves, and retained earnings, as well as the impact of profit for the period, dividend distribution, and share repurchases on total equity - Condensed Consolidated Interim Statement of Changes in Equity (For the six months ended June 30, 2025, RMB thousand) | Indicator | Balance as of Jan 1, 2025 | Profit for the Period | Dividend Distribution to Shareholders | Shares Acquired Under Employee Share Scheme | Balance as of June 30, 2025 | | :--- | :------------------- | :------- | :--------------- | :------------------- | :--------------- | | Share Capital | 174 | — | — | — | 174 | | Share Premium | 1,581,592 | — | (53,856) | — | 1,527,736 | | Shares Held for Employee Share Scheme | (50,155) | — | — | (7,964) | (58,119) | | Other Reserves | (1,267,510) | — | — | — | (1,267,510) | | Retained Earnings | 336,170 | 105,909 | — | — | 442,079 | | **Total** | **600,271** | **105,909** | **(53,856)** | **(7,964)** | **644,360** | - In H1 2025, profit attributable to shareholders of the company was **RMB 105.9 million**[184](index=184&type=chunk) - Dividends of **RMB 53.9 million** were distributed to shareholders, resulting in a reduction in share premium[184](index=184&type=chunk) - The acquisition of shares under the employee share scheme resulted in a reduction in equity of **RMB 8.0 million**[184](index=184&type=chunk) [Condensed Consolidated Interim Statement of Cash Flows](index=42&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Cash%20Flows) This statement presents Zibuyu Group's unaudited condensed consolidated interim statement of cash flows for the six months ended June 30, 2025, including net cash flows from operating, investing, and financing activities, as well as the impact of exchange rate changes on cash and cash equivalents, ultimately resulting in a net decrease in cash and cash equivalents at period-end - Condensed Consolidated Interim Statement of Cash Flows (For the six months ended June 30, 2025, RMB thousand) | Indicator | 2025 | 2024 | | :--- | :----- | :----- | | Net Cash (Used in)/Generated from Operating Activities | (62,287) | 130,116 | | Net Cash Used in Investing Activities | (3,296) | (928) | | Net Cash Used in Financing Activities | (33,418) | (36,400) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (99,001) | 92,788 | | Cash and Cash Equivalents at Beginning of Period | 446,831 | 277,475 | | Effect of Exchange Rate Changes on Cash and Cash Equivalents | (876) | 1,441 | | Cash and Cash Equivalents at End of Period | 346,954 | 371,704 | - Cash flow from operating activities changed from a net inflow of **RMB 130.1 million** in H1 2024 to a net outflow of **RMB 62.3 million** in H1 2025[187](index=187&type=chunk) - Net cash outflow from investing activities was **RMB 3.3 million**, primarily for the purchase of property, plant and equipment, intangible assets, and financial assets[187](index=187&type=chunk) - Net cash outflow from financing activities was **RMB 33.4 million**, including repayment of bank borrowings, lease payments, and dividend payments to shareholders of **RMB 53.5 million**[188](index=188&type=chunk) [Notes to the Condensed Consolidated Interim Financial Information](index=44&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Information) [General Information](index=44&type=section&id=General%20Information) This section provides fundamental information about Zibuyu Group, including its place of incorporation, principal business activities, product sourcing and sales markets, ultimate controlling shareholder, and listing status on the Hong Kong Stock Exchange - Zibuyu Group Limited was incorporated in the Cayman Islands on August 6, 2018[190](index=190&type=chunk) - The Group is primarily engaged in selling apparel, footwear, and other products, mainly sourced from China and sold to customers in the United States, Canada, Mexico, and other countries through third-party e-commerce platforms and proprietary websites[191](index=191&type=chunk) - The ultimate controlling shareholder is Mr. Hua Bingru, and the company's shares have been listed on the Main Board of the Hong Kong Stock Exchange since November 11, 2022[192](index=192&type=chunk) [Basis of Preparation](index=45&type=section&id=Basis%20of%20Preparation) This section states that the condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024 - This condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[198](index=198&type=chunk) - It should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[198](index=198&type=chunk) [Accounting Policies Information](index=45&type=section&id=Accounting%20Policies%20Information) This section confirms that the accounting policies applied are consistent with those in the 2024 annual financial statements, lists new and amended standards first adopted by the Group (e.g., IAS 21 amendments), and notes new standards and interpretations not yet adopted but not expected to have a significant impact - Except as stated below, the accounting policies applied are consistent with those described in the annual financial statements for the year ended December 31, 2024[199](index=199&type=chunk)[201](index=201&type=chunk) - The Group first applied the amendments to IAS 21 "Lack of Exchangeability" for the annual reporting period beginning January 1, 2025, which is not expected to have a significant impact on the current or future periods[203](index=203&type=chunk)[204](index=204&type=chunk)[206](index=206&type=chunk) - Several new accounting standards and interpretations have not yet been adopted but are not expected to have a significant impact on the Group or its foreseeable future transactions in the current or future reporting periods[205](index=205&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) [Critical Accounting Estimates and Judgements](index=48&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgements) This section states that the critical judgments and key sources of estimation uncertainty made by management in preparing the condensed consolidated interim financial information are the same as those applied in the consolidated financial statements for the year ended December 31, 2024 - The critical judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied in the consolidated financial statements for the year ended December 31, 2024[211](index=211&type=chunk)[212](index=212&type=chunk) [Financial Risk Management](index=49&type=section&id=Financial%20Risk%20Management) This section outlines the financial risks faced by the Group, including foreign exchange risk, cash flow and fair value interest rate risk, credit risk, and liquidity risk, noting that risk management policies have not changed since December 31, 2024 - The Group's operations expose it to various financial risks: foreign exchange risk, cash flow and fair value interest rate risk, credit risk, and liquidity risk[213](index=213&type=chunk)[216](index=216&type=chunk) - Risk management policies and fair value estimates have not changed since December 31, 2024[214](index=214&type=chunk)[216](index=216&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk) [Segment Information](index=50&type=section&id=Segment%20Information) This section states that the Group has only one reportable operating segment, provides revenue breakdowns by geographical location and sales channel, discloses contract liabilities and unsatisfied performance obligations, and notes that no single customer's revenue exceeded 10% of total revenue - The Group has only one reportable operating segment[218](index=218&type=chunk)[219](index=219&type=chunk) - Revenue by Geographical Location (For the six months ended June 30, 2025, RMB thousand) | Geographical Location | 2025 | 2024 | | :------- | :----- | :----- | | North America | 1,926,558 | 1,396,891 | | Asia | 21,684 | 47,435 | | Europe | 6,203 | 9,488 | | Others | 6,880 | 8,318 | | **Total** | **1,961,325** | **1,462,132** | - Revenue by Sales Channel (For the six months ended June 30, 2025, RMB thousand) | Sales Channel | 2025 | 2024 | | :------- | :----- | :----- | | Amazon | 1,815,946 | 1,376,857 | | Temu | 50,439 | 28,132 | | TikTok | 40,037 | 26,467 | | Other Third-Party E-commerce Platforms | 11,918 | 9,378 | | Proprietary Websites | 35,505 | 3,614 | | Others | 7,480 | 17,684 | | **Total** | **1,961,325** | **1,462,132** | - As of June 30, 2025, the amount of unsatisfied performance obligations (customer orders placed but products not yet delivered) expected to be recognized within one year was **RMB 21,521 thousand**[234](index=234&type=chunk) - For the six months ended June 30, 2025, and 2024, no individual customer's revenue exceeded **10%** of the Group's total revenue[235](index=235&type=chunk)[237](index=237&type=chunk) [Other Income](index=55&type=section&id=Other%20Income) This section details the Group's other income, primarily comprising interest income and government grants, indicating an increase in total other income for H1 2025 - Other Income Details (For the six months ended June 30, 2025, RMB thousand) | Item | 2025 | 2024 | | :--- | :----- | :----- | | Interest Income | 5,235 | 4,803 | | Government Grants | 1,141 | 343 | | Others | 320 | 264 | | **Total** | **6,696** | **5,410** | - Government grants primarily involve financial subsidies received from local governments in China, with no unfulfilled conditions[240](index=240&type=chunk) [Other Gains, Net](index=56&type=section&id=Other%20Gains%2C%20Net) This section provides details of the Group's net other gains, primarily consisting of net exchange gains, indicating a decrease in net other gains for H1 2025 compared to the same period last year - Other Gains, Net Details (For the six months ended June 30, 2025, RMB thousand) | Item | 2025 | 2024 | | :--- | :----- | :----- | | Net Exchange Gains | 4,976 | 10,324 | | Net Gain on Disposal of Right-of-Use Assets | 435 | 957 | | Net Loss on Disposal of Property, Plant and Equipment | (210) | (281) | | Others | 109 | (24) | | **Total** | **5,310** | **10,976** | - The decrease in net other gains was primarily due to a reduction in net exchange gains resulting from exchange rate fluctuations[68](index=68&type=chunk) [Expenses by Nature](index=57&type=section&id=Expenses%20by%20Nature) This section details the Group's expenses by nature, including freight and insurance costs, cost of inventories sold, marketing and advertising expenses, e-commerce platform commissions, employee benefit expenses, and other items, indicating an increase in total expenses - Expenses by Nature (For the six months ended June 30, 2025, RMB thousand) | Item | 2025 | 2024 | | :--- | :----- | :----- | | Freight and Insurance Costs | 573,344 | 377,482 | | Cost of Inventories Sold | 373,581 | 272,254 | | Marketing and Advertising Expenses | 348,894 | 210,022 | | E-commerce Platform Commissions | 267,252 | 229,061 | | Employee Benefit Expenses | 121,642 | 102,307 | | Other Platform Fees | 84,425 | 66,391 | | Inventory Provision | 52,596 | 74,252 | | Outsourcing Service Expenses | 8,404 | 5,798 | | Depreciation of Right-of-Use Assets | 8,037 | 9,750 | | Office Expenses | 4,545 | 3,745 | | Legal and Professional Fees | 4,370 | 4,729 | | IT Server Fees | 2,686 | 2,720 | | Depreciation of Property, Plant and Equipment | 2,148 | 2,173 | | Amortization of Intangible Assets | 313 | 988 | | Other Expenses | 10,246 | 19,025 | | **Total** | **1,862,483** | **1,380,697** | - Total expenses related to the research and development of new IT systems amounted to **RMB 13,582 thousand** (H1 2024: RMB 17,652 thousand)[245](index=245&type=chunk)[247](index=247&type=chunk) [Finance Costs](index=58&type=section&id=Finance%20Costs) This section details the Group's finance costs, primarily comprising interest expenses on bank borrowings and lease liabilities, indicating a decrease in finance costs for H1 2025 compared to the same period last year - Finance Costs Details (For the six months ended June 30, 2025, RMB thousand) | Item | 2025 | 2024 | | :--- | :----- | :----- | | Interest Expense on Bank Borrowings | 2,211 | 3,447 | | Interest Expense on Lease Liabilities | 633 | 794 | | Others | — | 127 | | **Total** | **2,844** | **4,368** | - The decrease in finance costs was primarily due to a reduction in interest expense on bank borrowings[77](index=77&type=chunk) [Income Tax Expense](index=59&type=section&id=Income%20Tax%20Expense) This section details the Group's income tax expense, including current and deferred income tax, explains applicable tax rates and preferential tax policies in the Cayman Islands, British Virgin Islands, Hong Kong, and mainland China, and mentions the impact of the OECD Pillar Two legislative template - Income Tax Expense Details (For the six months ended June 30, 2025, RMB thousand) | Item | 2025 | 2024 | | :--- | :----- | :----- | | Current Income Tax | 1,149 | 1,334 | | Deferred Income Tax | 689 | 632 | | **Total** | **1,838** | **1,966** | - Chinese subsidiaries Zhejiang Zibuyu E-commerce Co., Ltd. and Hangzhou Xingzezhi Network Technology Co., Ltd. are recognized as high-tech enterprises, eligible for a reduced corporate income tax rate of **15%**[260](index=260&type=chunk)[262](index=262&type=chunk) - Chinese companies accrued dividend withholding tax of **RMB 689 thousand** (2024: RMB 632 thousand)[265](index=265&type=chunk)[267](index=267&type=chunk) - The OECD Pillar Two legislation was not effective as of June 30, 2025, and the Group applies an exception in recognizing and disclosing related deferred tax assets and liabilities[268](index=268&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk)[272](index=272&type=chunk) [Dividends](index=62&type=section&id=Dividends) This section reports the final dividend of HKD 0.12 per share (approximately RMB 0.11), totaling approximately RMB 53.9 million, for the year ended December 31, 2024, as recommended by the Board and approved by shareholders, which was paid in May 2025 - The Board recommended a final dividend of **HKD 0.12** per share (equivalent to approximately **RMB 0.11**), totaling approximately **RMB 53.9 million**, for the year ended December 31, 2024[271](index=271&type=chunk)[273](index=273&type=chunk) - This final dividend was paid in May 2025[271](index=271&type=chunk)[273](index=273&type=chunk) [Earnings Per Share](index=63&type=section&id=Earnings%20Per%20Share) This section explains the calculation methods for basic and diluted earnings per share, provides EPS data for H1 2025 and H1 2024, and notes that diluted EPS is the same as basic EPS due to the absence of potential dilutive ordinary shares - Basic Earnings Per Share (For the six months ended June 30, 2025) | Indicator | 2025 | 2024 | | :--- | :----- | :----- | | Profit Attributable to Shareholders of the Company (RMB thousand) | 105,909 | 91,365 | | Weighted Average Number of Ordinary Shares in Issue (thousand shares) | 486,503 | 494,510 | | Basic Earnings Per Share (RMB) | 0.22 | 0.18 | - Diluted earnings per share presented are the same as basic earnings per share because there are no outstanding potential dilutive ordinary shares[280](index=280&type=chunk)[281](index=281&type=chunk) [Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets](index=65&type=section&id=Property%2C%20Plant%20and%20Equipment%2C%20Intangible%20Assets%20and%20Right-of-Use%20Assets) This section provides the opening and closing net book values of property, plant and equipment, intangible assets, and right-of-use assets, along with additions, disposals, depreciation, and amortization during the period - Changes in Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets (For the six months ended June 30, 2025, RMB thousand) | Item | Property, Plant and Equipment | Intangible Assets | Right-of-Use Assets | Total | | :--- | :----------- | :------- | :------- | :--- | | Opening Net Book Value as of Jan 1, 2025 | 8,631 | 1,135 | 24,518 | 34,284 | | Additions | 1,361 | 613 | 17,099 | 19,073 | | Disposals | (243) | — | (6,586) | (6,829) | | Depreciation and Amortization | (2,148) | (313) | (8,037) | (10,498) | | Closing Net Book Value as of June 30, 2025 | 7,601 | 1,435 | 26,994 | 36,030 | [Inventories](index=66&type=section&id=Inventories) This section details the Group's inventory composition, primarily finished goods, and discloses inventory provisions, indicating an increase in both total inventory and provisions as of June 30, 2025 - Inventory Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Finished Goods | 697,648 | 446,578 | | Less: Provision | (98,373) | (72,089) | | **Total** | **599,275** | **374,489** | - For the six months ended June 30, 2025, the cost of inventories recognized as an expense and included in cost of sales was **RMB 373,581 thousand**, with an inventory provision of **RMB 52,596 thousand**[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk) [Trade Receivables](index=67&type=section&id=Trade%20Receivables) This section provides an aging analysis of trade receivables, showing an increase in total trade receivables as of June 30, 2025, with the majority being within 3 months - Trade Receivables Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Trade Receivables | 221,327 | 182,987 | | Less: Impairment Provision | (1,107) | (915) | | **Total** | **220,220** | **182,072** | - Aging Analysis of Trade Receivables (As of June 30, 2025, RMB thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Within 3 months | 217,942 | 165,975 | | 3 to 6 months | 2,964 | 12,754 | | 6 to 12 months | 64 | 4,146 | | Over 1 year | 357 | 112 | | **Total** | **221,327** | **182,987** | [Prepayments and Other Receivables](index=68&type=section&id=Prepayments%20and%20Other%20Receivables) This section details the composition of prepayments and other receivables, including prepayments to suppliers and platforms, amounts due from payment platforms, and other items, indicating an increase in the total amount as of June 30, 2025 - Prepayments and Other Receivables Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Prepayments to Suppliers and Platforms | 17,660 | 6,344 | | Amounts Due from Payment Platforms | 15,210 | 18,414 | | Share Repurchase Deposits | 5,274 | 4,476 | | Deductible Input VAT | 1,279 | 614 | | Other Deposits | 997 | 892 | | Export Tax Refund Receivables | 218 | 107 | | Recoverable Income Tax | — | 34 | | Others | 1,792 | 1,047 | | **Total** | **42,430** | **31,928** | [Cash and Cash Equivalents and Restricted Cash](index=69&type=section&id=Cash%20and%20Cash%20Equivalents%20and%20Restricted%20Cash) This section provides details of cash and cash equivalents and restricted cash, indicating a decrease in total cash and cash equivalents as of June 30, 2025, and a change in the composition of restricted cash - Cash and Cash Equivalents and Restricted Cash Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Bank Balances | 347,472 | 448,163 | | Less: Restricted Cash | (518) | (1,332) | | **Cash and Cash Equivalents** | **346,954** | **446,831** | - Restricted Cash Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | For Salary Payments Only | — | 1,000 | | Others | 518 | 332 | | **Total** | **518** | **1,332** | [Share Capital and Share Premium](index=70&type=section&id=Share%20Capital%20and%20Share%20Premium) This section lists the number of authorized and issued ordinary shares of the Group, as well as changes in share capital and share premium, primarily reflecting the impact of dividend distribution on share premium - As of June 30, 2025, the Group's total issued share capital comprised **500,000,000** ordinary shares with a par value of **USD 0.00005** each[297](index=297&type=chunk)[298](index=298&type=chunk) - Share premium decreased by **RMB 53,856 thousand** due to dividend distribution[297](index=297&type=chunk) [Shares Held for Employee Share Scheme](index=71&type=section&id=Shares%20Held%20for%20Employee%20Share%20Scheme) This section details the Group's two share award schemes (Existing Shares and New Shares) and reports on share repurchases through the trustee in H1 2025, noting that no shares were granted - The Group has adopted the Share Award Scheme (Existing Shares) and the Share Award Scheme (New Shares) to reward eligible individuals for their contributions and attract talent[299](index=299&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk) - For the six months ended June 30, 2025, the company repurchased **1,709,500** shares through its trustee for a consideration of approximately **RMB 7,964 thousand**[303](index=303&type=chunk)[304](index=304&type=chunk) - For the six months ended June 30, 2025, no shares were granted[303](index=303&type=chunk)[305](index=305&type=chunk) [Trade and Other Payables](index=73&type=section&id=Trade%20and%20Other%20Payables) This section provides detailed breakdowns and an aging analysis of trade and other payables, indicating a significant increase in trade payables as of June 30, 2025, with most being within 3 months - Trade and Other Payables Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Trade Payables | 181,031 | 116,638 | | Accrued Liabilities | 94,259 | 71,167 | | Amounts Payable to Third-Party E-commerce Platforms | 72,186 | 63,806 | | Accrued Wages and Social Security Contributions | 54,590 | 56,188 | | Other Taxes Payable | 1,617 | 1,518 | | Interest Payable | 333 | 94 | | Other Payables | 5,299 | 8,711 | | **Total** | **409,315** | **318,122** | - Aging Analysis of Trade Payables (As of June 30, 2025, RMB thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Within 3 months | 165,171 | 114,140 | | 3 months to 1 year | 15,082 | 2,495 | | 1 to 2 years | 778 | 3 | | **Total** | **181,031** | **116,638** | [Borrowings](index=75&type=section&id=Borrowings) This section lists the Group's current unsecured bank borrowings, indicating an increase in total borrowings as of June 30, 2025 - Borrowings Details (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :----------- | :------------- | | Bank Borrowings — Unsecured | 168,700 | 130,000 | [Commitments](index=75&type=section&id=Commitments) This section confirms that the Group had no significant capital commitments as of June 30, 2025, and December 31, 2024 - As of June 30, 2025, and December 31, 2024, the Group had no significant capital commitments[311](index=311&type=chunk) [Related Party Transactions](index=76&type=section&id=Related%20Party%20Transactions) This section discloses the Group's transactions and balances with related parties, primarily Hangzhou Shuzhi Technology Co., Ltd., an associate of Mr. Hua Bingru, and key management compensation - Hangzhou Shuzhi Technology Co., Ltd. is an associate of Mr. Hua Bingru[314](index=314&type=chunk) - Transactions with Related Parties (For the six months ended June 30, 2025, RMB thousand) | Transaction Type | Related Party | 2025 | 2024 | | :------- | :----- | :----- | :----- | | Purchase of Smart Advertising Subscription Services | Hangzhou Shuzhi | 166 | — | | Purchase of IT Services | Hangzhou Shuzhi | — | 6,000 | - Balances with Related Parties (As of June 30, 2025, RMB thousand) | Item | Related Party | June 30, 2025 | December 31, 2024 | | :--- | :----- | :----------- | :------------- | | Prepayments and Other Receivables | Hangzhou Shuzhi | 1,330 | — | | Trade and Other Payables | Hangzhou Shuzhi | — | 1,000 | - Key Management Compensation (For the six months ended June 30, 2025, RMB thousand) | Item | 2025 | 2024 | | :--- | :----- | :----- | | Wages, Salaries and Bonuses | 4,719 | 3,677 | | Contributions to Pension Schemes, Housing Provident Fund, Medical Insurance and Other Social Welfare | 614 | 360 | | **Total** | **5,333** | **4,037** | [Subsequent Events](index=79&type=section&id=Subsequent%20Events) This section confirms that, except as disclosed elsewhere in this report, there have been no material subsequent events from June 30, 2025, up to the date of this report - Except as disclosed elsewhere in this report, there have been no material subsequent events from June 30, 2025, up to the date of this report[326](index=326&type=chunk) [Definitions](index=80&type=section&id=Definitions) This section provides definitions for key terms and abbreviations used throughout the report, ensuring readers have a clear and consistent understanding of company-specific terminology and regulatory vocabulary - This section defines key terms used in the report, such as "Alitti," "Also Jun," "Audit Committee," "Board," "BVI," "Chief Executive Officer," "China," "Company," "Controlling Shareholder," "Corporate Governance Code," "Directors," "Gfxtmyun," "Global Offering," "Group," "HK$," "Hone Ru," "Hong Kong," "Hong Kong Share Registrar," "Hyufeng," "Independent Third Party," "Listing," "Listing Rules," "Main Board," "Model Code," "Mr. Hua," "Nomination Committee," "Prospectus," "Remuneration Committee," "Reporting Period," "RMB," "SFO," "Share Award Scheme (Existing Shares)," "Share Award Scheme (New Shares)," "Shares," "Shareholder(s)," "Stock Exchange," "Subsidiary(ies)," "Substantial Shareholder(s)," "TMY ONE," "TMY THREE," "US," "US$," "Wiloru Holdings," "Xringirl," "Zhejiang Zibuyu," and "%"[327](index=327&type=chunk)[328](index=328&type=chunk)[330](index=330&type=chunk)[331](index=331&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk)

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） 變更所得款項用途 – 1 – 董事會已議決變更未動用所得款項淨額的用途，詳情如下： | | | 於招股章程 | 於2025年 | 於2025年 | | 動用未動用 | | --- | --- | --- | --- | --- | --- | --- | | | | 所披露的 | 7月31日 | 7月31日 | 變更用途後 | 所得款項 | | | | 所得款項 | 已動用所得 | 未動用所得 | 未動用所得 | 淨額預期 | | | | 淨額 | 款項淨額 | 款項淨額 | 款項淨額 | 時間表 | | | | 百萬港元 | 百萬港元 | 百萬港元 | 百萬港元 | | | 1. | 提升我們的銷售及品牌推 | 81.2 | 81.2 | 0.0 | 18.4 | 2025年年末 | ...