Offshore Trust Insight | ZIBUYU (02420.HK) Down 5.75% Intraday; Founding Team of Six Holds 69.57% via Five Family Trusts

On November 10, 2026, cross-border e-commerce themes traded divergently, and ZIBUYU (02420.HK) weakened. As of 14:00, the company was quoted at HKD 4.100, down 5.75%, with a turnover of about HKD 264,800 and a market capitalisation of about HKD 2.05 billion based on the latest price.

It is understood that ZIBUYU listed on the Main Board of HKEX on November 11, 2022 at an offer price of HKD 7.860, offering 29,250,000 shares globally and raising net proceeds of about HKD 197.8 million; the Hong Kong public offering was about 1.91 times subscribed and the international offering about 1.56 times. Three cornerstone investors — GF Fund, Zhejiang Eifini and DW Singapore — subscribed a total of 22,569,500 shares for about US$22.60 million, representing about 77.2% of the global offering. As at the end of the reporting period, the company had 500,000,000 issued shares.

In terms of shareholding structure, according to the company's 2026 interim report, Hua Bingru holds 236,056,036 shares, or 47.21% of the issued shares, and his spouse Yu Feng holds 25,088,421 shares, or 5.02%, giving the couple a combined 52.23% as controlling shareholders; co-founder Wang Shijian and his spouse Rao Xingxing hold 44,466,717 shares, or 8.89%; executive director Wang Weiping holds 22,608,772 shares, or 4.52%; executive director Dong Zhenguo holds 19,634,654 shares, or 3.93%; and chief executive officer Chen Caixiong holds 10,000,000 shares, or 2.00%.

It is understood that the company's shareholding structure also involves offshore trusts. According to the company's listing document, Hua Bingru is the settlor and appointer of the Hone Ru Trust, which was established on January 7, 2020 for the benefit of Hua Bingru and his descendants, with Cantrust (Far East) Limited as trustee; the holding chain runs Hone Ru Trust → Hone Ru Enterprise Limited → Gfxtmyun Limited → TONGMINGYUN ONE LIMITED → the company's shares, corresponding to 236,056,036 shares, or 47.21% of the issued shares. Yu Feng is the settlor and appointer of the Wiloru Trust, established on April 22, 2020 for the benefit of Yu Feng and her descendants with the same trustee, holding 25,088,421 shares, or 5.02%, through Wiloru Holdings Limited and Hyufeng Limited.

Wang Shijian and Rao Xingxing are the settlors and appointers of the Chichiboy Trust, established on June 10, 2021 for the benefit of both and their descendants, holding 44,466,717 shares, or 8.89%, through Chichiboy Holdings Limited and Xringirl Limited; Wang Weiping is the settlor and appointer of the WJunzhe Trust, established on June 18, 2021 for the benefit of himself and his descendants, holding 22,608,772 shares, or 4.52%, through WJunzhe Limited and Also Jun Limited; and Dong Zhenguo is the settlor and appointer of the Dotti Trust, established on June 10, 2021 for the benefit of himself and his descendants, holding 19,634,654 shares, or 3.93%, through Dotti Enterprise Limited and Alitti Limited. The six individuals — Hua Bingru, Yu Feng, Wang Shijian, Rao Xingxing, Wang Weiping and Dong Zhenguo — hold an aggregate of 347,854,600 shares, or 69.57% of the issued shares, through these five family trusts, all of which have Cantrust (Far East) Limited as trustee; the protectors have not been disclosed.

According to the listing document, the trustee of each trust may be removed and replaced at the discretion of the appointer, who is nominated by the settlor; the trustee may exercise powers over the voting and investment rights of the trust's shares, the appointment or removal of beneficiaries, distributions, transfer of trust funds and amendment of the trust deed only with the prior written consent of the appointer on those matters. Within these holding chains, Hone Ru Enterprise Limited, Gfxtmyun Limited, Wiloru Holdings Limited, Hyufeng Limited, Xringirl Limited, Also Jun Limited and Alitti Limited are all business companies incorporated in the British Virgin Islands.

Regarding offshore trusts, on July 24, 2026, the Ministry of Finance and the State Taxation Administration jointly issued the Announcement on Matters Concerning Individual Income Tax on Offshore Trusts (Announcement No. 21 of 2026), bringing the entire life cycle of an offshore trust — establishment, existence and termination — into the individual income tax administration system, establishing three look-through points of establishment, existence and termination with a uniform 20% tax rate. The announcement specifies that during the existence of an offshore trust, income generated by an individual resident's offshore trust and by overseas entities held or controlled by that trust, whether actually distributed or not, is taxable to that individual resident, who must file and pay individual income tax on an annual basis. Article 6 of the announcement specifies that where, during the existence of an offshore trust of an individual resident, the individual resident becomes a non-resident individual, the taxable income is the balance after deducting the original value from the market value of the offshore trust's property on the day the individual becomes a non-resident, and individual income tax must be filed and paid. The 90-day supplementary filing window set by the announcement runs from July 24, 2026.

On the operating side, the 2026 interim results published on August 25, 2026 show that ZIBUYU recorded first-half revenue of RMB 2.827 billion, up 44.2% year on year; gross profit of RMB 2.091 billion, up 41.9%, with a gross margin of 74.0%, down 1.2 percentage points; operating profit of RMB 188 million, up 78.2%; and profit attributable to owners of the company of RMB 138 million, up 30.0%, with a net margin of 4.9%. By channel, Amazon revenue was RMB 2.353 billion, up 29.6% and accounting for 83.2% of total revenue; TikTok revenue was RMB 289 million, up 622.1%, with its share rising to 10.2% from about 2.0% a year earlier; and own-website revenue was RMB 45.59 million, up 28.4%. By region, North America revenue reached RMB 2.708 billion, up 40.6% and accounting for about 95.8%. Revenue from the top ten core brands was RMB 1.83 billion, with their share rising to 65% from 54% at the end of 2025. As at June 30, inventory stood at RMB 887 million, up 36.8%, with inventory turnover days falling 16 days to 221; net cash used in operating activities was RMB 62 million; and the company had 1,133 employees.

GUOYUAN INTERNATIONAL noted in a research report that ZIBUYU's Amazon channel maintained growth, with brand concentration and new product contribution rising together, driven by AI-supported operating efficiency, concentrated brand investment and supply chain efficiency; the TikTok channel has moved from the investment phase into scaled profitability, with platform traffic dividends translating into a second growth curve, and the company has built a content e-commerce team structured around creators, product cards and self-produced videos, while its AI video factory and global supply chain can support the rapid ramp-up of hit orders.