周六福珠宝股份有限公司 董事會審計委員會工作細則 二〇二五年六月 – 1 – 周六福珠宝股份有限公司 董事會審計委員會工作細則 – 2 – 第八條 召 集 人 負 責 召 集 和 主 持 審 計 委 員 會 會 議，當 召 集 人 不 能 或 無 法 履 行職責時，由其指定一名其他委員代行其職權；召集人既不履行職責，也不指定 其 他 委 員 代 行 其 職 責 時，任 何 一 名 委 員 均 可 將 有 關 情 況 向 公 司 董 事 會 報 告，由 公司董事會指定一名委員履行召集人職責。 第一章 總 則 第一條 為強化周六福珠宝股份有限公司（以下簡稱「公司」）董事會決策功能， 提 升 內 部 控 制 能 力，進 一 步 完 善 公 司 治 理 結 構，公 司 董 事 會 根 據《中 華 人 民 共 和 國 公 司 法》（以 下 簡 稱「《公司法》」）、《中 華 人 民 共 和 國 證 券 法》、《香 港 聯 合 交 易 所 有限公司證券上市規則》（以下簡稱「《上市規則》」）等法律、法規、規範性文件和《周 六 福 珠 宝 股 份 有 限 公 司 章 程》（以 下 簡 稱「《公司章程》」）的 規 定，制 定 本 ...

Investment Rating - The report does not explicitly state an investment rating for the company [1] Core Insights - Zhou Li Fu, established in 2004, focuses on the lower-tier market and has expanded its presence to high-tier cities, with 4,129 offline stores as of December 31, 2024, ranking fifth among all jewelry brands in China by store count [2][8] - The company's revenue grew from 3.102 billion RMB in 2022 to 5.718 billion RMB in 2024, with a CAGR of 35.8%, significantly outpacing the industry average of 2.7% [2][9] - Zhou Li Fu's net profit increased from 575 million RMB in 2022 to 706 million RMB in 2024, with a CAGR of 10.8% [2][9] - The Chinese jewelry market is projected to reach 728 billion RMB in 2024 and exceed 937 billion RMB by 2029, with a CAGR of 5.2% [2][21] - The company operates a franchise model with 98% of its stores being franchises, allowing for rapid low-cost expansion [2][43] Company Overview - Zhou Li Fu is a large-scale jewelry brand focusing on the lower-tier market, with a significant presence in third-tier and lower cities [8] - The company has a highly concentrated ownership structure, with major shareholders controlling approximately 93.70% of voting rights as of May 25, 2025 [2][18] Market Analysis - The jewelry market in China is steadily growing, with gold jewelry being the dominant segment, expected to reach 5.688 billion RMB in 2024 [21][32] - The market concentration is increasing, with the top five jewelry brands' market share rising from 29.7% in 2019 to 35.9% in 2024 [21][32] Competitive Advantages - Zhou Li Fu's franchise model allows for low-cost expansion and high profitability, with a gross margin of 25.9% in 2024, significantly higher than competitors [2][43] - The company has a stable and efficient supply chain, having transitioned to an outsourcing model since April 2022 [2][43] - Zhou Li Fu has a strong online presence, with online sales growing at a CAGR of 46.1% from 2022 to 2024, and online revenue accounting for 40% of total revenue in 2024 [2][49] Financial Performance - The company's gross margin decreased from 38.7% in 2022 to 25.9% in 2024, primarily due to an increase in product sales revenue [61] - Operating cash flow has steadily increased, indicating sufficient working capital to support business needs [62]

Group 1: Hong Kong IPO Market Overview - The Hong Kong IPO market is currently active, with several companies in the subscription phase, including Shengbeila, Zhouliufu, and Yingtong Holdings [1] - As of June 20, 2023, among the 31 new IPOs this year, 19 saw price increases on the first day, 3 remained flat, and 9 experienced price drops, resulting in a first-day increase probability of approximately 61% and a break-even rate of about 29% [1] Group 2: Zhouliufu (06168.HK) - Zhouliufu is headquartered in Shenzhen and primarily offers gold jewelry and diamond-set products, with gold jewelry making up a significant portion of its offerings [3] - The company has shifted to an outsourcing production model since April 2022, which may reduce costs but poses quality control risks [3] - Gold procurement accounted for approximately 89.7%, 96.9%, and 98.5% of total raw material purchases in 2022, 2023, and 2024, respectively, leading to increased procurement costs due to rising gold prices [3] - The IPO subscription period is from June 18 to June 23, 2025, with a listing date set for June 26, 2025, and a proposed issue price of 24 HKD per share [4] - Zhouliufu's revenue for 2022, 2023, and 2024 was approximately 3.102 billion, 5.15 billion, and 5.718 billion HKD, with corresponding net profits of about 575 million, 660 million, and 706 million HKD [5] - The company has faced challenges with a declining gross margin, which fell from 38.7% in 2022 to 25.9% in 2024, primarily due to increased sales of lower-margin gold jewelry products [5] - Zhouliufu's business heavily relies on franchisees, contributing over 50% of revenue, but faced closures of 674 franchise stores in 2024, up from 490 in 2023 [5] Group 3: Yingtong Holdings (06883.HK) - Yingtong Holdings, based in Hong Kong, specializes in the distribution of perfumes, skincare, cosmetics, and eyewear, with over 80% of its revenue derived from perfume sales [9][10] - The IPO subscription period is also from June 18 to June 23, 2025, with a proposed price range of 2.8 to 3.38 HKD per share [8] - The company has faced challenges due to reliance on brand licensors, with potential impacts on performance if relationships deteriorate [10] - Revenue for Yingtong Holdings during the reporting period was approximately 1.699 billion, 1.864 billion, and 2.083 billion HKD, with stable gross margins around 50% [10] - The company plans to allocate approximately 15% of IPO proceeds to develop its own brand and 55% to expand direct sales channels [11]

今年一季度，现货黄金价格上涨约19%，创下1986年9月以来国际金价最大季度涨幅。在这个节骨眼上，作为中国珠宝前五大品牌中 唯一一家未上市的公司，周六福珠宝正式通过主板上市聆讯。 在世界各国央行增持黄金分散外汇风险；为应对国际复杂多变的局面、提前布局避险资产的趋势下，国际金价在近期得到持续上涨的 支撑。 然而，作为黄金珠宝企业，周六福和一众同行一样，黄金价格大涨，自身利润并没有跟上涨幅。曾一度比肩老铺黄金的净利率水平， 也成了回不去的昨天。 一、增收难增利 在传导机制上，由于黄金价格太透明，很难有差价空间，黄金珠宝类的企业赚的基本是固定比例的加工费。所以，当金价疯狂上涨 时，企业率先承受的是原材料成本提高的负担，以及金价过高导致消费意愿降低的客流减少，收入增速短期承压的风险。 2022年至2024年，周六福收入分别为31.02亿元、51.5亿元、57.18亿元；同期年内利润分别约为5.75亿元、6.60亿元、7.06亿元。收入 增速分别为66.02%和11.03%；利润增速14.78%和6.97%，均呈现大幅下降。 此外，公司毛利率也由2022年的38.7%下跌至2024年的25.9%，净利率从18.5%下跌 ...

Core Viewpoint - Zhou Li Fu's long-awaited IPO is set to launch on June 26, 2025, with a global offering of 46.808 million shares at a price of HKD 24.00 per share, aiming to raise approximately HKD 1.024 billion [1] Company Overview - Zhou Li Fu, established in 2004, is a well-known jewelry brand in China, primarily engaged in the design, production, and sales of jewelry through both offline and online channels [2] - As of the end of 2024, Zhou Li Fu had 4,129 stores, ranking fifth among Chinese jewelry brands, with 4,125 located in China and 4 overseas [2] Financial Performance - In 2024, Zhou Li Fu's revenue reached RMB 5.718 billion, but the growth rate plummeted to 11% from 66% the previous year, indicating a significant slowdown [2] - The company's net profit for the year was RMB 706 million, with a net profit margin dropping from 18.5% in 2022 to 12.4% in 2024, a decline of 6.1 percentage points [2] Market Position and Challenges - Zhou Li Fu faces a differentiation dilemma, lacking a unique brand identity compared to competitors like Lao Pu Gold and Chow Tai Fook, leading to severe product homogeneity [3] - Despite rising gold prices, the jewelry industry is experiencing a "volume-price divergence," with many companies, including Zhou Li Fu, reporting declining profits [3][4] Inventory and Sales Issues - Zhou Li Fu's inventory reached RMB 2.59 billion as of April 30, 2025, posing a risk of inventory impairment if gold prices decline [4] - The total order volume for self-operated stores decreased from 122,000 in 2023 to 117,000 in 2024, with same-store sales revenue dropping from RMB 369 million to RMB 291 million [4] Franchise Model and Management Challenges - Zhou Li Fu's rapid expansion relies heavily on a franchise model, with 97.8% of its stores being franchisee-operated, which has led to quality control issues and management challenges [5][6] - In 2024, the number of closed franchise stores (674) exceeded new openings (424), indicating instability in the franchise system [5] Legal and Brand Issues - Zhou Li Fu has faced multiple legal challenges regarding trademark infringement, with 95 ongoing cases, raising concerns about its brand strategy [7] - The company's name has been criticized for being misleading and similar to established brands, which could hinder long-term growth [7] Dividend Distribution and Ownership Structure - Zhou Li Fu has distributed over RMB 944 million in dividends over two years, primarily benefiting the controlling Li family, which holds approximately 93.7% of the company's shares [8] Conclusion - While the IPO may represent a significant moment for Zhou Li Fu, underlying issues such as a fragile franchise model, brand controversies, and product homogeneity remain critical challenges [9][10]

Group 1 - Haitai Weiye's dark market closed up 3.86% on June 18, with a final price of HKD 37.7 and a total market capitalization of HKD 219.56 billion, indicating strong market recognition [1] - The listing of Haitai Weiye on the Hong Kong Stock Exchange is expected to provide significant capital support and enhance its international visibility and brand influence [1] Group 2 - Shiyuan Technology submitted its listing application to the Hong Kong Stock Exchange on June 17, holding a leading position in the interactive smart panel and LCD main control board sectors [2] - The company's projected revenues for 2022 to 2024 are HKD 20.99 billion, HKD 20 billion, and HKD 22.4 billion, with net profits of HKD 2.1 billion, HKD 1.4 billion, and HKD 1 billion respectively [2] - The listing is a significant step for Shiyuan Technology towards the international capital market, which will enhance its brand influence [2] Group 3 - Xie Ruilin expects a loss of no more than HKD 200 million for the fiscal year ending March 31, 2025, a significant reduction of over 46% compared to the previous year's loss of HKD 374 million [3] - The improvement in performance is attributed to the successful implementation of business transformation strategies and increased profit contributions from its franchise operations in mainland China [3] - This positive trend indicates the company's potential for future financial performance and market competitiveness [3] Group 4 - Zhou Li Fu, Sheng Bei La, and Ying Tong Holdings are simultaneously conducting an IPO in Hong Kong, with subscription ending on June 23 [4] - The offering prices are set at HKD 24, HKD 2.8-3.28, and HKD 6.58 respectively, with cornerstone investors participating and all companies having an over-allotment option [4] - Zhou Li Fu is expanding rapidly through a franchise model, while Ying Tong Holdings boasts a strong brand portfolio and sales network; Sheng Bei La focuses on high-end postpartum care with significant revenue growth but increasing losses [4]

Group 1: Government Policy and Industry Impact - A toy company in Illinois is challenging the Trump administration's tariff policy, urging the Supreme Court to expedite a ruling on its legality, claiming the tariffs were imposed without Congressional approval [1] - The ongoing tariff dispute is disrupting supply chains in the toy industry, contributing to market volatility, but a Supreme Court intervention could stabilize trade policies and alleviate investor concerns [1] Group 2: Company IPOs and Market Trends - Chow Tai Fook has launched an IPO in Hong Kong, offering 46.808 million shares at a price of HKD 24 per share, aiming to raise approximately HKD 1.024 billion for expanding its sales network and enhancing product development capabilities [2] - Banu Hotpot has submitted its IPO application in Hong Kong, with revenue projections of CNY 1.433 billion, CNY 2.112 billion, and CNY 2.307 billion for 2022 to 2024, and is expected to turn a profit in 2023 [3] - Saint Bella, a high-end postpartum care center, is set to launch its IPO, offering 9.542 million shares at HKD 6.58 each, focusing on expanding its market presence in the competitive postpartum care industry [4]

Core Viewpoint - Zhouliufu Jewelry Co., Ltd. is set to launch its IPO on June 18, 2023, with plans to list on the Hong Kong Stock Exchange on June 26, 2023, aiming to raise funds for network expansion, brand enhancement, product design, and general corporate purposes [1] Group 1: IPO Details - The company plans to issue 46.81 million H-shares, including 4.68 million shares for public sale in Hong Kong and 42.12 million shares for international sale [1] - The net proceeds from the IPO will be used for expanding sales networks, enhancing brand, strengthening product design, and for operational and general corporate purposes [1] - Eight cornerstone investors have committed approximately HKD 573 million, with a subscription rate of 51.04% [1] Group 2: Company Background - Zhouliufu was founded by the Li brothers in 2004 and is engaged in jewelry research, production, sales, and brand operation [1] - The company has ranked among the top five in China's jewelry market for eight consecutive years from 2017 to 2024 based on the number of stores [1] - As of the end of 2024, Zhouliufu will have 4,125 stores across 31 provinces in China, including 91 self-operated and 4,034 franchised stores [1] Group 3: Online Sales Performance - Zhouliufu has actively expanded its online channels and leads on major e-commerce platforms [1] - The compound annual growth rate (CAGR) of online sales revenue from 2022 to 2024 is 46.1%, with online sales expected to account for 40% of total revenue in 2024 [1] Group 4: Financial Performance - The company's revenue for 2022, 2023, and 2024 is projected to be CNY 3.102 billion, CNY 5.150 billion, and CNY 5.718 billion, respectively, with a CAGR of 35.8%, the highest among national jewelry companies [1] - Net profits for the same period are expected to be CNY 575 million, CNY 660 million, and CNY 706 million, with a CAGR of 10.8% [1]

Core Viewpoint - Zhou Liufu Jewelry Co., Ltd. is positioned as a leading player in the Chinese jewelry market, leveraging innovative product design, a multi-channel business model, and a strong brand presence to capitalize on market growth opportunities. Group 1: Company Overview - Zhou Liufu is a Chinese jewelry company that offers a variety of jewelry products, primarily focusing on gold and diamond-set jewelry, and has maintained a position among the top five brands in the Chinese jewelry market from 2017 to 2024 [1] - The company has a total of 4,129 stores as of the end of 2024, including four overseas locations, ranking fifth in the industry by store count [2] Group 2: Business Model - Zhou Liufu employs a "self-operated + franchise" model, allowing for rapid market penetration into lower-tier cities while maintaining brand image through self-operated stores [2] - The company has achieved a compound annual growth rate (CAGR) of 46.1% in online sales revenue from 2022 to 2024, with online sales expected to account for 40% of total revenue in 2024 [2] Group 3: Product and Innovation - The company focuses on product design and innovation, utilizing proprietary technologies such as the "Guardian Light" series, which enhances visual appeal through advanced craftsmanship [1] - Zhou Liufu has shifted to an outsourcing model for production since April 2022, significantly reducing capital investment while maintaining quality through authorized suppliers [3] Group 4: Market Trends - The Chinese gold jewelry market is projected to grow from RMB 328.2 billion in 2019 to RMB 568.8 billion in 2024, with a CAGR of 11.6% [3] - E-commerce is the fastest-growing channel, with a projected CAGR of 16.8% from 2019 to 2024, reflecting a shift towards digital shopping [3] Group 5: Competitive Advantages - Zhou Liufu's extensive retail network and franchise model allow for rapid expansion, achieving 4,000 stores in just 18 years, which is significantly faster than competitors [10] - The company has the highest online revenue share in the industry, with a gross margin of 28.7% for online sales compared to 24.5% for offline sales, indicating superior profitability in digital channels [11] Group 6: Consumer Trends - The demand for gold jewelry as a wealth preservation tool is increasing, with gold prices rising over 20% year-on-year in 2024, driving consumption [6] - The company targets younger consumers, with 45% of its customer base under 30 years old, and employs collaborations with popular brands to enhance appeal [6] Group 7: Future Outlook - Zhou Liufu plans to expand its presence in Southeast Asia, having already opened franchise stores in countries like Thailand and Malaysia, aiming to enhance its international brand recognition [13] - The company is well-positioned to benefit from the ongoing trends of consumption upgrading and brandization in the jewelry market [9]

财华社讯，6月18日，周六福（06168.HK）启动招股，计划全球发售4680.8万股股份，其中4212.72万股 股份为国际发售股份，468.08万股股份为香港公开发售股份。 发售价为每股发售股份24.00港元。假设发售量调整权及超额配股权未获行使，经扣除公司就全球发售 应付的包销佣金及其他估计发售开支后，并基于发售价为每股H股24.00港元，周六福估计将自全球发售 收取所得款项净额约10.24亿港元。 周六福拟将上市募资所得款的50%用于扩大和加强销售网络、20%用于加强品牌、20%用于提升产品供 应及加强产品设计及开发能力、10%分配作运营资金及一般企业用途。 过去几年，周六福经营业绩逐年增长，但增速有所放缓。于2024年，公司实现营收57.18亿元(单位人民 币，下同)，年内利润7.06亿元。然而，周六福毛利率逐年走低，由2022年的38.7%降至2024年的 25.9%。 周六福持续拓展线上销售渠道，2022年至2024年间，其在线销售收入的复合年增长率达到46.1%，且 2024年在线销售收入占总收入的40.0%。 港股IPO前，周六福乐于派息，2023年宣派股息3亿元，2024年3月宣派3.48 ...