子不语2025年报

(Incorporated in the Cayman Islands with limited liability) Stock Code: 2420 About Zibuyu Group Limited子不語集團 Zibuyu Group (2420.hk) was established in 2011 and listed on the MainBoard of the Stock Exchange on 11 November 2022. Since our inception,we have been primarily focusing on the sale of a wide range of self-designed apparel, footwear and other products worldwide. We primarilydesign apparel, footwear and other products, procure productsmanufactured in accordance with our design and process from selectedOEM suppliers, and subsequently sell such products to customers globallythrough a combination of third-party e-commerce platforms and our self-operated online stores. Currently, our sales channels include (i) Amazon; (ii)TikTok; (iii) Temu; (iv) other third-party e-commerce platforms; and (v) ourself-operated online stores. 子不語集團(2420.hk)2011202211 11OEM(i)(ii)TikTok(iii)Temu(iv)(v) Vision: To become a respectable global fashion brand operation company Mission: To provide global consumers satisfactory fashion products andservices in a timely and convenient manner 209Independent Auditor’s Report218Consolidated Statement of Comprehensive Income219Consolidated Statement of Financial Position221Consolidated Statement of Changes in Equity222Consolidated Statement of Cash Flows224Notes to the Consolidated Financial Statements335Definitions 2Corporate Information6Financial Highlights7Chairman’s Statement11Management Discussion and Analysis35Directors and Senior Management47Directors’ Report90Corporate Governance Report122Environmental, Social and Governance Report Corporate Information BOARD OF DIRECTORS Executive Directors Mr. Hua Bingru (Chairman)Mr. Chen Caixiong (Chief executive officer)Mr. Wang WeipingMr. Dong Zhenguo Non-executive Director 2025327 Ms. Hua Hui (resigned on 27 March 2025) Independent Non-executive Directors 20253 27202511 14 Mr. Yu KefeiMr. Shen TianfengMs. Luo Yan (appointed on 27 March 2025)Dr. Lau Kin Shing Charles (resigned on 14 November 2025) AUDIT COMMITTEE 20253 27202511 14 Mr. Yu Kefei (Chairman)Mr. Shen TianfengMs. Luo Yan (appointed on 27 March 2025)Dr. Lau Kin Shing Charles (resigned on 14 November 2025) REMUNERATION COMMITTEE 20253 27202511 14 Mr. Shen Tianfeng (Chairman)Mr. Yu KefeiMs. Luo Yan (appointed on 27 March 2025)Dr. Lau Kin Shing Charles (resigned on 14 November 2025) NOMINATION COMMITTEE 20253 2720253 27202511 14 Ms. Luo Yan (Chairlady)(appointed on 27 March 2025)Mr. Hua BingruMr. Yu KefeiMr. Shen TianfengDr. Lau Kin Shing Charles (ceased to be the chairman butremained to be a member of the Committee since 27March 2025 and resigned as a member of the Committeeon 14 November 2025) * ESG COMMITTEE* 202511 14 Mr. Yu Kefei (Chairman) (appointed as the chairman of theCommittee by members of the Committee since 14November 2025)Mr. Shen TianfengMs. Luo YanDr. Lau Kin Shing Charles(Chairman)(resigned on 14 November 2025) 20251114 *20253 27 *The Company established the ESG Committee on 27 March2025 to further improve the Company’s governance structureand enhance ESG management level AUTHORIZED REPRESENTATIVES 3.05202511 14202511 14 (for the purpose of Rule 3.05 of the Listing Rules)Mr. Hua BingruMr. Au Kai Yin (appointed on 14 November 2025)Ms. Yu Anne (resigned on 14 November 2025) JOINT COMPANY SECRETARIES Ms. Zheng HuanxinMr. Au Kai Yin (appointed on 14 November 2025)Ms. Yu Anne (resigned on 14 November 2025) 202511 14202511 14 PRINCIPAL BANKS 1 Bank of China (Hong Kong) Limited Bank of China Tower1 Garden RoadCentralHong Kong China Merchants Bank Hangzhou Linping Sub-Branch 382 No. 382, South Main StreetLinping DistrictHangzhou, Zhejiang Provincethe PRC ZIBUYU GROUP LIMITEDAnnual Report 2025Corporate Information REGISTERED OFFICE IN THE CAYMANISLANDS ICS Corporate Services (Cayman) Limited ICS Corporate Services (Cayman) Limited Palm Grove Unit 4,265 Smith Road, George Town,P.O. Box 52A Edgewater Way, #1653,Grand Cayman KY1-9006,Cayman Islands Palm Grove Unit 4,265 Smith Road, George Town,P.O. Box 52A Edgewater Way, #1653,Grand Cayman KY1-9006,Cayman Islands HEADQUARTERS IN THE PRC 108410 Room 410, No. 108, Xincheng RoadNanyuan StreetLinping DistrictHangzhou, Zhejiang Provincethe PRC PRINCIPAL PLACE OF BUSINESS IN HONGKONG 24840 40th Floor, Dah Sing Financial Centre,No. 248 Queen’s Road EastWanchaiHong Kong AUDITOR 1022 PricewaterhouseCoopers Certified Public AccountantsRegistered Public Interest Entity Auditor22/F, Prince’s Building10 Chater RoadCentralHong Kong HONG KONG LEGAL ADVISER 1532033209 Jingtian & Gongcheng LLPSuite 3203–3209, Edinburgh TowerThe Landmark15 Queen’s Road CentralCentralHong Kong PRINCIPAL SHARE REGISTRAR ANDTRANSFER OFFICE ICS Corporate Services (Cayman) Limited ICS Corporate Services (Cayman) Limited Palm Grove Unit 4,265 Smith Road, George Town,P.O. Box 52A Edgewater Way, #1653,Grand Cayman KY1-9006,Cayman Islands Palm Grove Unit 4,265 Smith Road, George Town,P.O. Box 52A Edg