证券代码：300209 证券简称：有棵树 公告编号：2025-062 有棵树科技股份有限公司 关于已终止实施的2022年员工持股计划所持公司股票减持 完毕的公告 通过《关于 2022 年员工持股计划第一个锁定期届满暨业绩考核未达成的议案》， 独立董事对相关事项发表了同意的独立意见。 特别提示： 2022 年员工持股计划已终止实施。根据 2022 年员工持股计划（草案）的相 关规定，已终止实施的 2022 年员工持股计划减持公司股票所得资金在返还持有 人原始出资金额后，剩余收益归公司所有。 一、2022 年员工持股计划基本情况 有棵树科技股份有限公司（以下简称"公司"）于 2022 年 1 月 25 日召开第 五届董事会 2022 年第一次临时会议、第五届监事会 2022 年第一次临时会议，于 2022 年 2 月 11 日召开 2022 年第一次临时股东大会，审议通过了《关于公司<2022 年员工持股计划（草案）>及其摘要的议案》《关于公司<2022 年员工持股计划 管理办法>的议案》等相关议案，同意公司实施 2022 年员工持股计划。 2022 年 3 月 1 日，公司收到中国证券登记结算有限责任公司下发的 ...

Core Viewpoint - The recent financial report of Youkeshu Group reveals a mixed performance, with an 80% decline in revenue but a successful turnaround in net profit, highlighting ongoing challenges in the cross-border e-commerce sector and internal management issues [1][2][4]. Group 1: Financial Performance - Youkeshu Group reported a revenue of 42.57 million yuan for the first half of 2025, a decrease of 18.55 million yuan or 81.33% compared to 228.08 million yuan in the same period last year [2]. - The company achieved a net profit of 1.88 million yuan, recovering from a loss of 30.88 million yuan in the previous year [3]. - The net cash flow from operations was -0.83 million yuan, showing an improvement of 80.7% year-on-year [3]. Group 2: Business Challenges - The decline in revenue is primarily attributed to significant financial pressure on the main operating entity of the cross-border e-commerce business, leading to a continuous decrease in sales scale [2]. - The competitive market environment and funding pressures remain major challenges for the company [1]. Group 3: Internal Management Issues - A recent board meeting was rejected due to a lack of agreement among board members, highlighting ongoing internal power struggles within the company [4]. - The largest shareholder, Wang Wei, and his associates, who hold 18% of the shares, have been involved in disputes regarding information disclosure obligations [4]. - Legal actions have been initiated against the board members by the industrial investors, and several resolutions at the recent shareholder meeting were not passed due to conflicts among shareholders [4].

Core Points - The company held its fourth temporary meeting of the sixth supervisory board on August 31, 2025, where it reviewed and voted on proposals regarding the election of new board members [1][2] - The supervisory board rejected a proposal to convene a temporary shareholders' meeting to discuss the election of both non-independent and independent directors for the seventh board [1][2] - The rejection was based on the reasoning that the current non-independent directors had previously provided sufficient and reasonable grounds for not convening the meeting, particularly concerning the major reporting obligations of significant shareholders [2] Summary by Sections Meeting Details - The meeting was convened via electronic means with all three supervisory board members present, and the company secretary attended as well [1] - The meeting's procedures complied with relevant laws and the company's articles of association [1] Proposals Reviewed - Two proposals were submitted by shareholders holding a combined 20.84% of the company's shares, requesting the election of new non-independent and independent directors [1][2] - Proposal 1 aimed to elect four non-independent directors, while Proposal 2 sought to elect five independent directors [2] Voting Results - Proposal 1 was not approved, receiving only one vote in favor and two against, which constituted 66.67% of the attending supervisory board members [2] - The opposing supervisory board members cited the failure of major shareholders to fulfill their reporting obligations as a reason for rejecting the proposals [2]

证券代码：300209 证券简称：有棵树 公告编号：2025-061 有棵树科技股份有限公司 第六届监事会 2025 年第四次临时会议决议公告 本公司及监事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 有棵树科技股份有限公司（以下简称"公司"）第六届监事会 2025 年第四次 临时会议（以下简称"本次会议"）通知于 2025 年 8 月 29 日以电子邮件形式发出， 本次会议于 2025 年 8 月 31 日以通讯方式召开。本次会议由监事会主席黎骅先生 主持，会议应到监事 3 名，实到监事 3 名，公司董事会秘书列席了会议。本次会 议的通知、召集、召开和表决程序符合《中华人民共和国公司法》及有关法律法 规、规章、规范性文件及《有棵树科技股份有限公司章程》的规定。本次会议经 表决，审议了如下决议： 一、审议未通过《关于王维等股东提请召开临时股东大会的议案》 公司监事会近期收到两份《关于提请有棵树科技股份有限公司监事会召集召 开公司2025年第一次临时股东大会的函》，分别由股东王维先生、刘智辉先生（合 计持有公司股份比例为10.27%），及股东湖南好旺企业管理合伙企业（有限 ...

Core Viewpoint - The recent financial report of Youkeshu Group reveals a mixed performance, with an 80% decline in revenue but a successful turnaround in net profit, highlighting ongoing challenges in the cross-border e-commerce sector and internal management issues [2][3][6]. Financial Performance - Youkeshu's revenue for the first half of 2025 was 42.57 million yuan, a decrease of 81.33% from 228.08 million yuan in the same period last year, representing a drop of 185.51 million yuan [6]. - The company achieved a net profit of 1.88 million yuan, recovering from a loss of 30.88 million yuan in the previous year, while the net profit excluding non-recurring items improved from a loss of 47.59 million yuan to a loss of 9 million yuan [6]. - Operating cash flow showed a net outflow of 8.33 million yuan, but this was an improvement of 80.7% year-on-year [6]. Company Background - Established in 2010, Youkeshu was a pioneer in China's cross-border e-commerce, focusing on electronics, outdoor gear, and home goods, and experienced explosive growth from 2015 to 2019 [3]. - At its peak, Youkeshu's annual sales exceeded 5 billion yuan, operating in over 200 countries with more than 3,000 employees [3]. Challenges Faced - The company faced significant setbacks in 2021 due to a wave of account suspensions on Amazon, leading to the freezing of hundreds of stores and over 100 million yuan in funds, which severely impacted operations [6]. - The ongoing internal power struggle within the company has raised concerns about its future direction and management effectiveness [8]. Internal Management Issues - The sixth board meeting of Youkeshu in August 2025 was rejected with 4 votes against and 3 in favor, highlighting ongoing disputes over control and governance [8]. - The main shareholder, Wang Wei, and the current board members have been involved in a protracted conflict, with legal actions and regulatory scrutiny complicating the situation [8].

Core Insights - The company reported a significant decline in revenue for the first half of 2025, with total revenue of 42,573,389.21 yuan, representing a year-on-year decrease of 81.33% [2][3] - Despite the drop in revenue, the company achieved a net profit attributable to shareholders of 1,876,952.53 yuan, marking a turnaround from a loss in the previous year, which reflects a 106.08% increase [2][3] - The company’s total assets decreased by 10.94% year-on-year to 1,147,590,308.5 yuan, while net assets attributable to shareholders increased by 3.51% to 957,321,340.59 yuan [2][3] Financial Performance - The net loss after excluding non-recurring gains and losses was 8,999,337.14 yuan, which is an 81.09% reduction compared to the previous year [2][3] - The net cash flow from operating activities was -8,334,686.14 yuan, showing an improvement of 80.67% from the previous year [3] - Basic and diluted earnings per share improved to 0.0020 yuan, a 102.74% increase from -0.0731 yuan in the same period last year [3] Business Operations - The company continues to focus on cross-border e-commerce export business, primarily operating through Shenzhen and Changsha entities [2][4] - The main business model involves B2C sales through overseas third-party comprehensive e-commerce platforms, targeting international consumers with competitively priced Chinese manufactured products [2][4] - The company faced challenges in the recovery of its cross-border e-commerce business during the reporting period, leading to continued revenue decline compared to the previous year [4]

Core Insights - The report indicates that as of August 26, 2025, a total of 11 institutional investors hold shares in Youkeshu, amounting to 257 million shares, which represents 27.63% of the total share capital [1] - The top ten institutional investors collectively hold 27.03% of the shares, with significant contributions from various investment entities [1] Summary by Categories Institutional Holdings - 11 institutional investors disclosed their holdings in Youkeshu, totaling 257 million shares [1] - The total shareholding percentage of these investors is 27.63% of Youkeshu's total share capital [1] Top Institutional Investors - The top ten institutional investors include entities such as Youkeshu Technology Co., Ltd. Bankruptcy Asset Disposal Special Account and Hunan Haowang Enterprise Management Partnership [1] - The combined shareholding of the top ten institutional investors is 27.03%, indicating a stable ownership structure [1]

Summary of Key Points Core Viewpoint - The document outlines the financial interactions and non-operating fund usage between the company and its related parties, highlighting significant amounts involved and the nature of these transactions. Group 1: Non-operating Fund Usage - The company has recorded non-operating fund usage with various related parties, including a total of 77.71 million RMB with Jinhua Weikang Technology Co., Ltd. controlled by Xiao Siqing [1] - Other non-operating fund usages include 74.57 million RMB with Nanjing Keshun Technology Co., Ltd. and 0.54 million RMB with Changsha Youkeshu E-commerce Co., Ltd. [1] - The total non-operating fund usage is significant, indicating potential liquidity issues or financial dependencies on related parties [1] Group 2: Related Party Transactions - The company has engaged in various related party transactions, with notable amounts such as 5,297.86 million RMB with Shenzhen Silicon Valley Cloud Software Technology Co., Ltd. [1] - Other transactions include 8,624.83 million RMB with Tonglian Sudai (Shenzhen) Technology Co., Ltd. and 360.46 million RMB with Nanjing Diantu Intelligent Technology Co., Ltd. [1] - The document indicates that some subsidiaries are undergoing bankruptcy liquidation, which may impact the company's financial health and related party transactions [1] Group 3: Financial Implications - The financial interactions with related parties suggest a complex web of dependencies that could affect the company's operational stability [1] - The amounts involved in these transactions are substantial, raising questions about the company's financial management and risk exposure [1] - The ongoing bankruptcy proceedings of certain subsidiaries may lead to further financial strain on the company [1]

Core Viewpoint - The company has convened its sixth board meeting and the first regular meeting of the sixth supervisory board in 2025 to review and approve the "2025 Semi-Annual Report" and its summary [1] Group 1 - The company ensures that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions [1] - The "2025 Semi-Annual Report" and its summary will be published on August 27, 2025, on the designated information disclosure website of the China Securities Regulatory Commission [1] - Investors are advised to pay attention to the publication of the report to understand the company's operational results, financial status, and future development plans [1]

Core Points - The report indicates a significant decline in operating revenue, with a decrease of 81.33% compared to the same period last year, amounting to 42,573,389.21 yuan [2][4] - The net profit attributable to shareholders increased by 106.08%, reaching 1,876,952.53 yuan, compared to a loss of 30,875,961.74 yuan in the previous year [2][4] - The company reported a net cash flow from operating activities of -8,334,686.14 yuan, an improvement of 80.67% from -43,111,297.38 yuan in the previous year [2][4] Financial Performance - Total assets decreased by 10.94% to 1,147,590,308.50 yuan from 1,288,496,206.90 yuan at the end of the previous year [4] - The net assets attributable to shareholders increased by 3.51%, amounting to 957,321,340.59 yuan compared to 924,814,358.70 yuan [4] - Basic and diluted earnings per share improved by 102.74%, both reported at 0.0020 yuan per share, compared to -0.0731 yuan per share in the previous year [2][4] Shareholder Information - The largest shareholder, Wang Wei, holds 9.89% of the shares, with 91,852,462 shares frozen [5] - Other significant shareholders include a state-owned enterprise with 5.75% and another individual shareholder with 4.31%, both having shares frozen [5] - The report indicates that there are no changes in the controlling shareholder or actual controller during the reporting period [6]