第 1 頁 共 2 頁 v 1.1.1 EF001 免責聲明 | 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 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。 | | | --- | --- | | 股票發行人現金股息公告 | | | 發行人名稱 | 卡羅特（ 商業）有限公司 | | 股份代號 | 02549 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 建議宣派截至2025年12月31日止年度之末期股息 | | 公告日期 | 2026年3月26日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 末期 | | 股息性質 | 普通股息 | | 財政年末 | 2025年12月31日 | | 宣派股息的報告期末 | 2025年12月31日 | | 宣派股息 | 每 股 0.1419 HKD | | 股東批准日期 | 2026年5月29日 | | 香港過戶登記處相關信息 | | | 派息金額及公司預設派發貨幣 | 每 股 0 ...

Financial Performance - Total revenue for the year ended December 31, 2025, was approximately RMB 2,156.7 million, representing a year-on-year increase of 4.0% compared to RMB 2,073.3 million in 2024[4]. - Brand business revenue reached RMB 2,021.1 million, an increase of 8.6% from RMB 1,860.6 million in the previous year[4]. - Net profit decreased to RMB 257.8 million, down 27.6% from RMB 356.0 million in the previous year[4]. - Total revenue for the reporting period was approximately RMB 2,156.7 million, representing a year-on-year growth of about 4.0% compared to RMB 2,073.3 million in the same period of 2024[11]. - Brand business revenue increased from approximately RMB 1,860.6 million in 2024 to approximately RMB 2,021.1 million in 2025, reflecting a growth of about 8.6%[14]. - ODM business revenue decreased by approximately 36.2%, from RMB 212.7 million in 2024 to RMB 135.6 million in 2025[12]. - The gross profit decreased from approximately RMB 835.4 million in 2024 to approximately RMB 685.4 million in 2025, a decline of about 18.0%[17]. - The gross margin for brand business was approximately 43.5% in 2024 and decreased to about 33.1% in 2025, primarily due to the escalation of U.S. tariff policies[17]. - Operating profit for 2025 was RMB 266,675 thousand, a decline of 33.0% compared to RMB 398,357 thousand in 2024[51]. - Net profit for the year was RMB 257,819 thousand, representing a decrease of 27.6% from RMB 355,960 thousand in 2024[51]. - Basic and diluted earnings per share for 2025 were both RMB 0.47, down from RMB 0.81 in 2024[52]. Sales and Market Strategy - The company has expanded its offline sales channels, with an increasing number of retail outlets contributing to growth[5]. - The company is transitioning from an online-dominated sales model to an integrated online and offline channel structure[7]. - In the U.S. market, online sales are steadily increasing, and partnerships with leading retailers like Walmart and Target are deepening[8]. - The company has successfully penetrated mainstream offline supermarket systems in the Chinese market, transitioning from a single online channel[8]. - The product offering has expanded from core kitchenware to cover a full range of kitchen products, enhancing consumer scenario coverage[7]. - Revenue from the U.S. brand business was approximately RMB 1,472.0 million in 2025, accounting for 72.8% of total brand business revenue, with a year-on-year growth of about 17.7%[15]. - The company aims to expand its retail store presence and deepen penetration in retail supermarket channels to enhance omnichannel synergy[10]. - Revenue from wholesale distribution surged to RMB 403,825 thousand in 2025, compared to RMB 86,850 thousand in 2024, indicating a significant increase[72]. - The group’s revenue from online sales through third-party e-commerce platforms was RMB 1,617,283 thousand in 2025, down from RMB 1,773,762 thousand in 2024, showing a decline of approximately 8.8%[72]. Cost and Expenses - Sales cost increased from approximately RMB 1,237.9 million for the year ending December 31, 2024, to approximately RMB 1,471.3 million for the year ending December 31, 2025, representing an 18.9% year-over-year growth[18]. - Sales expenses decreased from approximately RMB 375.5 million for the year ending December 31, 2024, to approximately RMB 328.8 million for the year ending December 31, 2025, a reduction of about 12.5%[19]. - Administrative expenses significantly decreased from approximately RMB 62.4 million for the year ending December 31, 2024, to approximately RMB 39.3 million for the year ending December 31, 2025, a reduction of about 37.0%[20]. - R&D expenses slightly decreased from approximately RMB 41.4 million for the year ending December 31, 2024, to approximately RMB 39.6 million for the year ending December 31, 2025, a decline of about 4.3%[21]. - Total expenses for the year ended December 31, 2025, amount to RMB 1,878,890,000, an increase from RMB 1,717,110,000 in 2024[82]. - The cost of goods sold for the year ended December 31, 2025, is RMB 1,059,552,000, up from RMB 882,228,000 in 2024, representing a 20.1% increase[82]. Assets and Liabilities - Total current assets as of December 31, 2025, were approximately RMB 1,624.2 million, an increase from approximately RMB 1,454.1 million as of December 31, 2024[29]. - The current ratio increased from approximately 3.1 as of December 31, 2024, to approximately 3.3 as of December 31, 2025[30]. - Total assets increased to RMB 1,898,141 thousand in 2025, up 10.3% from RMB 1,721,751 thousand in 2024[54]. - Total liabilities rose to RMB 490,885 thousand in 2025, an increase of 5.3% from RMB 466,068 thousand in 2024[55]. - Trade receivables increased significantly to RMB 205,907 thousand in 2025, up from RMB 85,774 thousand in 2024[54]. - Inventory rose to RMB 281,939 thousand in 2025, compared to RMB 154,849 thousand in 2024, indicating an 82.0% increase[54]. - As of December 31, 2025, trade payables amounted to RMB 183,656,000, an increase from RMB 147,230,000 in 2024, reflecting a growth of approximately 24%[110]. - The company confirmed deferred tax liabilities of RMB 620,044,000 as of December 31, 2025, due to anticipated non-distribution of retained earnings by its Chinese subsidiaries[92]. Talent and Development - The company plans to hire more experienced industry professionals in 2025 to strengthen its talent base for long-term growth[8]. - The company will implement a talent development plan to inject more globally-minded professionals into the organization, enhancing team innovation and professional capabilities[13]. - The group had a total of 257 employees as of December 31, 2025, compared to 188 employees as of December 31, 2024[41]. Corporate Governance - The company has maintained a commitment to high standards of corporate governance to enhance shareholder value and accountability during the reporting period[116]. - The audit committee, composed of three independent non-executive directors, is responsible for reviewing and supervising the group's financial reporting processes and internal controls[122]. - The audit committee has reviewed the accounting principles and policies adopted by the group and discussed internal controls and financial reporting matters, including the consolidated financial statements for the year ending December 31, 2025[122]. - The company has adopted a strict securities trading code for all directors and relevant employees to regulate their trading activities[121]. - All directors have confirmed compliance with the established standards during the reporting period[121]. Future Outlook - The company plans to focus on a "quality first" product strategy in 2026 to enhance product quality stability and strengthen competitive advantages[10]. - The company expects to continue its market expansion and product development strategies in the upcoming fiscal year[76]. - The group anticipates that the adoption of HKFRS 18 will not impact net profit but may affect the classification of income and expenses in the income statement[67]. - The group expects to implement new accounting standards effective January 1, 2027, with comparative information for the fiscal year ending December 31, 2026, being restated[68].

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之內 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之 任 何 損 失 承 擔 任 何 責 任。 CAROTE LTD 卡 羅 特（ 商 業 ）有 限 公 司 （於 開 曼 群 島 註 冊 成 立 的 獲 豁 免 有 限 公 司） 承董事會命 CAROTE LTD 卡 羅 特（商 業）有 限 公 司 董事會主席 章國棟先生 中 國，杭 州，2026年3月10日 於本公告日期，本公司董事為：執行董事章國棟先生、呂伊俐女士及夏宸顥 先 生 以 及 獨 立 非 執 行 董 事 楊 雪 芬 女 士、陳 天 衛 博 士 及 施 周 峰 先 生。 （股 份 代 號：2549） 董事會召開日期 卡 羅 特（商 業）有 限 公 司（「本公司」）董 事 會（「董事會」）謹 此 宣 佈，本 公 司 將 於2026年3月26日（星 期 四）舉 行 董 事 會 會 議，藉 以（其 中 包 括）(i)考慮及批 准本公司及其附屬公司截至2025年12月31日止 ...

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: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 卡羅特（商業）有限公司 呈交日期: 2026年3月6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) | 02549 | 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 | | 0.0005 | USD | | 1,000,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 2,000,000,000 | USD | | 0.0005 | USD | | 1,000,000 | 本月底 ...

Market Overview - The Hong Kong stock market showed a slight recovery with the Hang Seng Index up by 0.54% to 27,172.87 points, the Hang Seng Tech Index up by 0.84% to 5,463.17 points, and the National Enterprises Index up by 0.78% to 9,239.54 points, while the Red Chip Index fell by 0.1% to 4,391.08 points [1] Company Dynamics - Pop Mart (09992.HK) expects global sales of over 400 million units across all IP categories by 2025, with THE MONSTERS category alone projected to exceed 100 million units [2] - Youjia Innovation (02431.HK) has secured a contract with a leading domestic automotive brand to provide advanced driving assistance controllers and driver monitoring systems for several key models [2] - Ruifeng New Energy (00527.HK) signed an investment framework agreement to build the largest inference computing cluster park in North China, with a total investment of approximately RMB 24 billion [2] - Xian Dao Intelligent (00470.HK) set its H-share offering price at HKD 45.80 per share, with the adjustment rights fully exercised [3] - Hong Kong Telecom (06823.HK) reported a 5% year-on-year increase in total revenue to HKD 36.553 billion for 2025, with EBITDA rising 4% to HKD 14.234 billion, and attributable profit increasing 4% to HKD 5.286 billion, driven by stable operations and effective cost control [3] - China Nuclear International (02302.HK) issued a positive profit alert, expecting revenue for 2025 to exceed approximately HKD 2.46 billion, with gross profit expected to be at least HKD 260 million, primarily due to increased uranium trading volumes [3][6] - Mingyuan Cloud (00909.HK) anticipates a net profit of approximately HKD 26.9 million to HKD 32.8 million for 2025, representing a turnaround and growth of about 114% to 117%, attributed to improved operational efficiency [3] - Yingda Real Estate (00432.HK) reported a net loss of HKD 69 million for 2025, a 70% reduction year-on-year [4] - China Oriental Education (00667.HK) expects a 46% to 51% increase in net profit for 2025 [5] - Carrot (02549.HK) issued a profit warning, projecting a 25% to 35% decrease in profit for 2025 [7] - Xiaomi Group (01810.HK) repurchased 1.5 million shares for HKD 52.7268 million at prices between HKD 35.04 and HKD 35.24 [8] - Geely Automobile (00175.HK) repurchased 1.408 million shares for HKD 23.4587 million at prices between HKD 16.46 and HKD 16.81 [8] Institutional Insights - GF Securities noted that the Hang Seng Index has an 82% probability of rising in the three trading days before the Spring Festival, with no significant calendar effects post-holiday, indicating a potential "passive follow" increase due to stronger correlation with A-shares [9] - Everbright Securities highlighted a market environment of "moderate fundamental recovery and synchronized liquidity," recommending a "growth + value" strategy focusing on AI, non-ferrous metals, chemicals, and insurance [10] - Dongfang Caifu Securities pointed out that Hong Kong stocks are at historical low valuations (Hang Seng Index PE at only 12 times), making southbound capital attractive for bottom-fishing, with short-term sentiment boosted by this capital [10]

Market Overview - The Hong Kong stock market opened higher on February 10, with the Hang Seng Index rising by 0.65% to 27,202.96 points, the Hang Seng Tech Index up by 0.82% to 5,461.96 points, and the National Enterprises Index increasing by 0.64% to 9,226.56 points [1] - Major technology stocks saw gains, with Alibaba up 1.14%, Tencent Holdings up 0.54%, JD Group up 1.2%, Xiaomi up 0.85%, NetEase up 2.35%, and Kuaishou up 1.01% [1] - The new consumption concept stocks showed mixed results, with Pop Mart rising over 2% and Weilon falling over 2% [1] Corporate News - Pop Mart (09992.HK) expects global sales of all IP products to exceed 400 million units by 2025, with THE MONSTERS product line projected to sell over 100 million units [2] - Youjia Innovation (02431.HK) has secured a contract with a leading domestic automotive brand to provide several key products, including the iPilot 4 Plus driving controller and driver monitoring systems [2] - Ruifeng New Energy (00527.HK) signed an investment framework agreement to build the largest inference computing cluster park in North China, with a total investment of approximately RMB 240 billion [2] Earnings Forecasts - Hong Kong Telecom (06823.HK) reported a 5% increase in total revenue to HKD 36.553 billion for 2025, with EBITDA growing by 4% to HKD 14.234 billion and net profit attributable to shareholders increasing by 4% to HKD 5.286 billion [4] - China Nuclear International (02302.HK) anticipates revenue for 2025 to exceed HKD 2.46 billion, with gross profit expected to reach at least HKD 260 million, driven by increased uranium trading volumes [4][6] - Mingyuan Cloud (00909.HK) expects a net profit of approximately HKD 26.9 million to HKD 32.8 million for 2025, representing a growth of about 114% to 117% [4] - China Oriental Education (00667.HK) forecasts a 46% to 51% increase in net profit for 2025 [5] Market Dynamics - Several companies are actively repurchasing shares to boost market confidence, including Xiaomi Group-W (01810.HK), which repurchased 1.5 million shares for HKD 52.7268 million, and Geely Automobile (00175.HK), which repurchased 1.408 million shares for HKD 23.4587 million [8] - China Smart Energy (01004.HK) announced a share consolidation effective February 10, pending approval from the Stock Exchange [8] Institutional Insights - Galaxy Securities noted a significant "Spring Festival effect" in the Hong Kong market, with optimistic market sentiment and early capital positioning [10] - Dongwu Securities indicated that while short-term challenges remain, the market should be monitored for overseas risks and domestic AI catalysts [10] - Bank of China International believes that after the recent negative factors have subsided, market sentiment is at a low point, with potential rebounds in the AI multi-modal industry chain [10]

Core Viewpoint - The company, Carrot (02549.HK), anticipates a revenue growth of approximately 3% to 5% for the fiscal year ending December 31, 2025, while expecting a significant decrease in annual profit by about 25% to 35% [1] Revenue Expectations - The projected revenue growth is attributed to various factors, despite the anticipated decline in profit [1] Profit Decline Factors - The expected profit decline is primarily due to: 1. **Impact of U.S. Tariffs**: Additional tariffs imposed by the U.S. on steel and aluminum imports from China in 2025 have significantly increased the sales costs of the company's main product lines exported to the U.S., leading to a decrease in gross margin for this region compared to the previous year [1] 2. **U.S. Dollar Depreciation**: The depreciation of the U.S. dollar against the Chinese yuan in 2025 has resulted in foreign exchange losses when converting revenue and accounts receivable denominated in U.S. dollars to yuan, further compressing the company's profit margins [1] Mitigation Measures - The company has implemented measures to mitigate these impacts, including selective price increases and adjustments to operational strategies [1]

Core Viewpoint - The company expects a revenue growth of approximately 3% to 5% year-on-year for 2025, while profit is anticipated to decrease by about 25% to 35% [1] Group 1: Revenue and Profit Expectations - The company forecasts a revenue increase of around 3% to 5% for 2025 [1] - Profit is projected to decline by approximately 25% to 35% year-on-year [1] Group 2: Factors Affecting Profit - The decrease in profit is primarily attributed to the impact of U.S. tariffs, which have raised the sales costs of key product lines exported to the U.S. [1] - The gross margin for the business in the U.S. has declined compared to the previous year due to these tariff impacts [1] - The company has implemented measures to mitigate these effects, including selective price increases and adjustments to operational strategies [1] Group 3: Currency Impact - The depreciation of the U.S. dollar against the Chinese yuan in 2025 has resulted in foreign exchange losses when converting revenue and accounts receivable denominated in U.S. dollars to yuan [1] - This currency situation has further compressed the company's profit margins, although the company still expects positive revenue growth for the year [1]

Core Viewpoint - The company expects a revenue growth of approximately 3% to 5% year-on-year for 2025, while anticipating a profit decrease of about 25% to 35% [1] Group 1: Revenue and Profit Expectations - The company forecasts a revenue increase of approximately 3% to 5% for 2025 [1] - The anticipated profit decline is projected to be around 25% to 35% year-on-year [1] Group 2: Factors Affecting Profit - The decrease in profit is primarily attributed to the impact of additional tariffs imposed by the U.S. on steel and aluminum imports from China, leading to a significant rise in sales costs for the company's main product lines exported to the U.S. [1] - The gross profit margin in the U.S. region has declined compared to the previous year due to these tariff impacts [1] - The company has implemented measures to mitigate these effects, including selective price increases and adjustments to operational strategies [1] Group 3: Currency Impact - The depreciation of the U.S. dollar against the Chinese yuan in 2025 has resulted in foreign exchange losses when converting revenue and accounts receivable denominated in U.S. dollars to Chinese yuan [1] - This currency situation has further compressed the company's profit margins, although the company still achieved positive revenue growth for the year [1]

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。 CAROTE LTD 卡 羅 特（ 商 業 ）有 限 公 司 （於 開 曼 群 島 註 冊 成 立 的 獲 豁 免 有 限 公 司） （股 份 代 號：2549） 盈利預警 本 公 告 乃 由 卡 羅 特（商 業）有 限 公 司（「本公司」，連 同 其 附 屬 公 司，統 稱「本 集 團」）根 據 香 港 聯 合 交 易 所 有 限 公 司 證 券 上 市 規 則（「上市規則」）第13.09 條 以 及 證 券 及 期 貨 條 例（香 港 法 例 第571章）第XIVA部項下之內幕消息條 文（定 義 見 上 市 規 則）刊 發。 本 公 司 董 事 會（「董事會」）謹 此 知 會 本 公 司 股 東 及 潛 在 投 資 者，基 於 董 事 會對本集團截至2025年12月31日 止 年 度（「本年度」）未 經 審 核 綜 合 管 理 賬 ...