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]

Core Viewpoint - The report highlights a significant decline in the company's performance during the first half of 2025, with a notable drop in revenue and net profit, primarily due to challenges in the cross-border e-commerce sector and ongoing financial pressures [2][5][14]. Company Overview and Financial Indicators - Company Name: Youkeshu Technology Co., Ltd. - Stock Code: 300209 - Stock Exchange: Shenzhen Stock Exchange - Major Business: Cross-border e-commerce export, primarily through B2C model [2][5]. Financial Performance - Revenue for the first half of 2025 was approximately 42.57 million yuan, a decrease of 81.33% compared to 228.08 million yuan in the same period of 2024 [2][6]. - Net profit attributable to shareholders was -8.99 million yuan, an improvement of 81.09% from -47.59 million yuan year-on-year [2][6]. - Operating cash flow was -8.33 million yuan, showing an 80.67% improvement from -43.11 million yuan in the previous year [2][6]. - Total assets decreased by 10.94% to approximately 1.15 billion yuan from 1.29 billion yuan at the end of the previous year [2][6]. Business Analysis - The cross-border e-commerce sector remains the core business, with operations mainly through subsidiaries in Shenzhen and Changsha [5][14]. - The company relies on overseas third-party e-commerce platforms to sell Chinese manufactured products, including home improvement items, electronics, and health products [5][14]. - The report indicates that the recovery of the cross-border e-commerce business was below expectations, leading to continued revenue decline [5][14]. Market Context - The cross-border e-commerce industry in China has been growing rapidly, with a reported import and export volume of approximately 1.32 trillion yuan in the first half of 2025, reflecting a year-on-year growth of 5.7% [5][14]. - Government policies are aimed at enhancing the cross-border e-commerce framework, which may provide future growth opportunities for companies in this sector [5][14]. Competitive Analysis - The company has received various accolades, including recognition as a national high-tech enterprise and a key player in cross-border e-commerce [5][14]. - Despite its established presence, the company faces significant financial pressures that hinder its operational capabilities [5][14]. Risk Factors - The company is exposed to risks associated with global trade protectionism, which may impact its competitive edge and operational costs [14][15]. - Ongoing financial challenges and the need for restructuring may further complicate the company's recovery efforts [14][15].

Core Viewpoint - The board of directors of Youkeshu Technology Co., Ltd. rejected proposals from shareholders to convene an extraordinary general meeting to elect a new board of directors due to non-compliance with disclosure obligations by the major shareholder Wang Wei and his concerted parties [1][2][3] Group 1: Meeting Details - The sixth board of directors held its seventh temporary meeting on August 25, 2025, via electronic communication, with all seven directors present [1] - The meeting's procedures complied with the relevant laws and the company's articles of association [1] Group 2: Shareholder Proposals - Two proposals were submitted by shareholders Wang Wei and Liu Zhihui, who collectively hold 10.27% of the company's shares, and another group holding 10.57% [1][2] - Proposal 1 aimed to elect non-independent directors for the seventh board, nominating Wang Wei and others [2] - Proposal 2 sought to elect independent directors, nominating Yan Aimin and others [2] Group 3: Voting Results - The proposals were voted down with 3 in favor and 4 against, representing 57.14% of the voting directors [2] - The opposing directors cited concerns regarding Wang Wei's compliance with disclosure obligations related to significant matters affecting the company [2][3] Group 4: Compliance Issues - The board cited the failure of major shareholder Wang Wei and his concerted parties to fulfill reporting and announcement obligations as a reason for rejecting the proposals [3]

Core Viewpoint - The board of directors of Youkeshu Technology Co., Ltd. held its first regular meeting of 2025, where the 2025 semi-annual report was reviewed and approved, confirming its accuracy and completeness [1][2]. Group 1 - The meeting was convened on August 26, 2025, with all 7 directors present, and was chaired by the company's chairman, Mr. Xiao Siqing [1]. - The board unanimously approved the 2025 semi-annual report, with 100% of the attending directors voting in favor [2]. - The report was confirmed to reflect the actual situation of the company for the first half of 2025, with all directors and senior management providing written confirmation of its accuracy [1][2].