Franchise and Brand Development - The company's franchise empowerment strategy has led to the establishment of a multi-brand franchise network across multiple regions, with strategic agreements signed with national commercial real estate companies in 2022[2] - The company completed two angel round investments in 2022, including the hot pot brand "Zhao Cai Feng Zhua" and the small hot pot brand "Panda Tang," contributing to the valuation growth of its portfolio companies[3] - The company plans to focus on enhancing digital development and operational capabilities, as well as supporting franchisees and increasing the value of invested brands[50] - The company expanded its presence in new regions, with brands like "Meet the Noodles" and "Baozai King" achieving breakthroughs in multiple cities and markets[182] Membership and Digital Growth - The company's membership base grew from 16.0 million at the beginning of the year to 23.0 million by the end of 2022, driven by multi-channel traffic empowerment strategies including live streaming, short video content, and community marketing[2] - The company's digital team developed lightweight POS systems, mini-program ordering systems, and membership management systems, which are being rolled out across multiple brands[180] - The company's smart delivery system and franchise management big data system were established to enhance operational decision-making and support franchise business growth[183] Financial Performance and Losses - Revenue for 2022 decreased to RMB 537.51 million from RMB 752.96 million in 2021, a decline of 28.6%[38] - Net loss for 2022 was RMB 166.71 million, compared to a net loss of RMB 651.84 million in 2021, showing a significant improvement[38] - The adjusted loss for the year was RMB 102.983 million, compared to a loss of RMB 166.708 million in 2022 and RMB 651.837 million in 2021, with significant contributions from convertible bond interest and derivative financial instrument fair value changes[11] - Total comprehensive loss for the year attributable to equity holders of the company was RMB 180,757 thousand, compared to RMB 640,496 thousand in the previous year[56] - Basic loss per share attributable to equity holders of the company was RMB 9.90 cents, compared to RMB 40.52 cents in the previous year[57] - Total comprehensive loss for the year was RMB 191,366 thousand, compared to RMB 652,694 thousand in the previous year[68] - The company reported a net loss per share of 9.90 RMB in 2022, an improvement from 40.52 RMB in 2021[92] - The company's basic loss per share for 2022 was RMB (156,242) thousand, compared to RMB (639,639) thousand in 2021[117] - Net loss attributable to equity holders of the company improved to RMB 156.2 million in 2022 from RMB 639.6 million in 2021, primarily due to the absence of impairment losses on goodwill and other intangible assets in 2022[176] Financial Expenses and Liabilities - Financial expenses increased by 8.1% from RMB 48.0 million in 2021 to RMB 51.9 million in 2022, primarily due to increased convertible bond interest, partially offset by reduced lease liability interest from store closures[10] - The company's lease liabilities decreased by 23.2% from RMB 284.1 million in 2021 to RMB 218.2 million in 2022, mainly due to rental payments and partial store closures[18] - The company extended the maturity date of its convertible bonds to the seventh anniversary of the issuance date, from November 23, 2023, to November 23, 2025, with investor consent[22] - Convertible bonds and related interest increased to RMB 548.4 million in 2022 from RMB 502.1 million in 2021, a rise of 9.2%[48] - Short-term borrowings stood at RMB 14.8 million in 2022, slightly down from RMB 15.0 million in 2021[52] - The maturity date of convertible bonds was extended from November 23, 2023, to November 23, 2025, with an adjusted carrying amount of RMB 481,787,000[156] - The carrying amount of convertible bonds as of December 31, 2022, was RMB 16,366,000 for the current portion and classified as non-current liabilities for the remaining balance[160] Revenue and Income Breakdown - Revenue from customer contracts primarily comes from the Chinese market, with overseas sales contributing less than 10% of total revenue[65] - Total revenue for the year ended December 31, 2022, was 9,874 thousand RMB, a decrease from 18,085 thousand RMB in 2021[79] - Franchise income decreased to 4,905 thousand RMB in 2022 from 6,182 thousand RMB in 2021[79] - Government subsidies dropped significantly to 1,645 thousand RMB in 2022 from 4,331 thousand RMB in 2021[79] - Loss from restaurant closures amounted to 1,528 thousand RMB in 2022[81] - The company recorded a deferred tax benefit of 15,518 thousand RMB in 2022, compared to 20,059 thousand RMB in 2021[85] - Income tax credits increased from RMB 13.8 million in 2021 to RMB 15.5 million in 2022 due to increased losses that can be carried forward to future years[186] Asset and Liability Management - Inventory decreased from RMB 35.2 million in 2021 to RMB 24.2 million in 2022, a reduction of 31.3%[46] - Trade and other receivables decreased by 9.9% from RMB 100.2 million in 2021 to RMB 90.3 million in 2022[47] - Trade and other payables decreased from RMB 178.8 million in 2021 to RMB 168.0 million in 2022, a decline of 6.0%[47] - Right-of-use assets decreased to RMB 188.4 million in 2022 from RMB 274.0 million in 2021, a reduction of 31.2%[45] - Total assets decreased to RMB 1,343,356 thousand from RMB 1,520,296 thousand year-over-year[70] - Current liabilities exceeded current assets by RMB 113,082 thousand as of December 31, 2022[77] - Property, plant, and equipment decreased to RMB 80,140 thousand from RMB 99,195 thousand year-over-year[70] - Cash and cash equivalents decreased to RMB 34,097 thousand from RMB 62,571 thousand year-over-year[70] - The group's asset-to-liability ratio increased to 72% in 2022 from 56% in 2021, calculated as net debt divided by total capital[194] - Trade payables decreased from RMB 59.166 million in 2021 to RMB 53.855 million in 2022, with related party payables increasing from RMB 6.608 million to RMB 7.604 million[192] Operational Costs and Expenses - Employee benefit expenses decreased by 20.6% from RMB 217.9 million in 2021 to RMB 173.0 million in 2022, primarily due to reduced working hours during pandemic lockdowns[155] - Right-of-use asset depreciation decreased by 18.1% from RMB 103.4 million in 2021 to RMB 84.7 million in 2022, mainly due to the closure of underperforming restaurants[155] - Property rental expenses for office space decreased to 442 thousand RMB in 2022 from 1,627 thousand RMB in 2021[90] - Restaurant rental expenses (fixed payments) decreased to 7,033 thousand RMB in 2022 from 9,231 thousand RMB in 2021[90] - COVID-19 related rental concessions amounted to 5,890 thousand RMB in 2022, compared to 921 thousand RMB in 2021[90] - Depreciation and amortization expenses totaled 112,296 thousand RMB in 2022, down from 144,641 thousand RMB in 2021[102] - Raw materials and inventory costs decreased by 27.7% to RMB 208.1 million in 2022 from RMB 288.0 million in 2021, mainly due to reduced store operations during the pandemic[165] - Online platform service fees and delivery fees increased by 4.0% to RMB 38.6 million in 2022, accounting for 18.6% of delivery business revenue, up from 18.0% in 2021[166] - Other asset depreciation and amortization decreased by 33.0% to RMB 27.6 million in 2022, accounting for 5.1% of revenue, down from 5.5% in 2021[174] - Property rental and related expenses decreased by 41.8% to RMB 18.8 million in 2022, accounting for 3.5% of revenue, down from 4.3% in 2021, due to pandemic-related rent concessions and store closures[174] - Other expenses decreased by 42.5% from RMB 95.8 million in 2021 to RMB 55.1 million in 2022, primarily due to reduced maintenance costs (RMB 7.6 million) and advertising expenses (RMB 7.3 million)[185] Impairment and Valuation - The goodwill and trademarks of Hehegu Group and Xindao Group were subject to impairment review due to lower-than-expected operating performance in 2022, impacted by the COVID-19 pandemic[111] - Hehegu Group's recoverable amount as of December 31, 2022, was approximately RMB 432 million, 25.7% higher than its carrying amount[122] - Xindao Group's recoverable amount was determined using the fair value less costs to sell method, with no impairment identified as of December 31, 2022[126] - The company recognized a total impairment loss of RMB 646.463 million, primarily related to goodwill and identifiable net assets[130] - Goodwill impairment amounted to RMB 535,436 thousand, with a total impairment of RMB 566,455 thousand[134] - The fair value less costs to sell of Xinladao Group was RMB 249 million, 11.1% higher than its carrying amount[138] - Impairment losses recognized in 2021 amounted to RMB 646.463 million[191] - Goodwill impairment of RMB 535.436 million was recognized in the comprehensive income statement, with RMB 31.019 million allocated to trademarks with indefinite useful lives[199] Investment and Financing - The company initiated the development of a big data platform and business intelligence (BI) analysis system, marking the beginning of its intelligent data platform construction[4] - The weighted average annual interest rate for bank loans decreased from 4.35% in 2021 to 4.01% in 2022[28] - The company's partial disposal and dilution of investments in associates resulted in a net gain of RMB 82.041 million in 2021[114] - The group entered into a 2020 investment agreement for the issuance of convertible bonds with a total principal amount not exceeding HKD 780 million[200] System-wide Sales and Store Operations - System-wide sales for 2022 increased by 5.1% to RMB 2,670 million, with the total number of stores reaching 878, including over 160 new directly operated and franchised stores[182] - Group revenue decreased by 28.6% from RMB 753.0 million in 2021 to RMB 537.5 million in 2022, with restaurant operating revenue dropping by 43.6% from RMB 500.9 million to RMB 282.5 million due to pandemic-related store closures and suspended dine-in services[184] Credit and Provisions - The group's expected credit loss provision decreased from RMB 406 thousand in 2021 to RMB 361 thousand in 2022, with provisions of RMB 177 thousand made during the year[189] - The group had no significant contingent liabilities as of December 31, 2022, and no committed capital expenditures for property, plant, and equipment not included in the financial statements[196] Miscellaneous - No dividends were declared for the year ended December 31, 2022, consistent with the previous year[27] - The company's main business is chain catering operations[76] - The company's liquidity depends on its ability to maintain sufficient operating cash inflows and adequate financing to meet its financial obligations[77] - The total goodwill as of December 31, 2021, was RMB 615,444 thousand[141] - The fair value of derivative financial instruments at the initial recognition date was RMB 46,631,000, recognized as a capital contribution and included in equity as a special reserve[146] - Trade and other receivables as of December 31, 2022, amounted to RMB 13,376 thousand, with RMB 934 thousand from related parties and RMB 12,803 thousand from third parties[148] - Revenue for 2022 decreased by 28.6% to RMB 537.5 million compared to RMB 752.9 million in 2021[161] - Basic loss per share was -19[133]

Store Expansion and Sales Growth - As of June 30, 2022, the total number of direct-sale and franchised stores exceeded 800, with 537 direct-sale stores and 267 franchised stores, a significant increase from approximately 700 as of December 31, 2021[24]. - For the six months ended June 30, 2022, the Group's total system sales increased by 13.4% to RMB1,230 million, up from RMB1,084.5 million for the same period in 2021[25]. - The Group's operational empowerment strategy has led to a notable increase in store numbers, reflecting growth in market presence[24]. - The number of members increased from approximately 16.0 million at the beginning of the year to approximately 20.0 million[34]. - Best Food's franchise partners expanded significantly, with multiple new stores opened in Jiangsu and other provinces[34]. Financial Performance - Best Food's revenue decreased by 27.6% from RMB 370.2 million in the first half of 2021 to RMB 268.1 million in the corresponding period of 2022[39]. - Revenue from restaurant operations fell by 36.5% from RMB 250.4 million in the first half of 2021 to RMB 159.0 million in the same period of 2022[39]. - Revenue from delivery business decreased by 9.6% from RMB 98.6 million in the first half of 2021 to RMB 89.1 million in the corresponding period of 2022[39]. - The Group recorded a loss for the period of approximately RMB107.3 million for the six months ended June 30, 2022, compared to a profit of RMB1.2 million for the six months ended June 30, 2021[53]. - The company reported a loss for the period of RMB 107.3 million in 2022, compared to a profit of RMB 1.2 million in 2021[58]. - Adjusted loss for the period was RMB 67.7 million, a significant decline from the adjusted profit of RMB 15.4 million in the previous year[58]. - EBITDA for the first half of 2022 was negative at RMB 22.7 million, down from RMB 99.6 million in the same period of 2021[65]. - The total comprehensive loss for the period was RMB 117,717,000, significantly down from a total comprehensive income of RMB 1,534,000 in the prior year[198]. - The basic and diluted loss per share attributable to equity holders of the company was RMB (6.39) for the six months ended June 30, 2022, compared to earnings of RMB 0.33 in the same period of 2021[198]. Operational Strategies and Adaptations - The Company is focusing on developing a digital-based and multi-brand food and beverage platform while ensuring sufficient cash flows and sustainable operations[23]. - Best Food is actively mitigating the impact of the COVID-19 pandemic on the catering industry through operational, digital, and investment empowerment[23]. - The Company has noted phased progress in enhancing its core capabilities despite the short-term pressures from the pandemic[23]. - The pandemic has significantly impacted the catering industry, prompting the Company to adapt its strategies accordingly[23]. - Best Food continues to explore new opportunities for expansion and improvement in its service offerings[23]. - The Company aims to leverage limited resources effectively to enhance operational capabilities and drive growth[23]. - The Company plans to focus on franchise business development, digital system promotion, operational efficiency improvement, and investment empowerment[76]. Cost Management and Expenses - Raw material used and changes in inventories of finished goods decreased by 25.9% from RMB149.3 million for the six months ended 30 June 2021 to RMB110.6 million for the corresponding period of 2022[45]. - Online platform service charges and delivery fees decreased by 17.1% from RMB21.1 million for the six months ended 30 June 2021 to RMB17.5 million for the corresponding period of 2022[45]. - Employee benefit expense decreased by 22.5% from RMB110.5 million for the six months ended 30 June 2021 to RMB85.6 million for the corresponding period of 2022[45]. - Depreciation of right-of-use assets decreased by 8.0% from RMB52.5 million for the six months ended 30 June 2021 to RMB48.3 million for the corresponding period of 2022[45]. - Depreciation and amortisation of other assets decreased by 34.8% from RMB20.7 million for the six months ended 30 June 2021 to RMB13.5 million for the corresponding period of 2022[48]. - Property rentals and other related expenses decreased by 34.5% from RMB13.9 million for the six months ended 30 June 2021 to RMB9.1 million for the corresponding period of 2022[48]. - Other expenses decreased by 25.5% from RMB31.8 million for the six months ended 30 June 2021 to RMB23.7 million for the corresponding period of 2022[48]. - Finance expenses remained unchanged at RMB23.0 million for both the six months ended 30 June 2021 and 2022[48]. Assets and Liabilities - As of June 30, 2022, the Group's total shareholders' equity was RMB239.2 million, down from RMB355.4 million as of December 31, 2021[76]. - The Group's current assets were RMB243.2 million, while current liabilities were RMB406.1 million, resulting in a current ratio of 0.60 as of June 30, 2022, compared to 0.69 as of December 31, 2021[76]. - Total assets decreased from RMB 1,520,296,000 as of December 31, 2021, to RMB 1,401,378,000 as of June 30, 2022, representing a decline of approximately 7.8%[200]. - Non-current assets decreased from RMB 1,229,349,000 to RMB 1,158,186,000, a reduction of about 5.8%[200]. - Current assets decreased from RMB 290,947,000 to RMB 243,192,000, reflecting a decline of approximately 16.4%[200]. - Cash and cash equivalents, including restricted cash, decreased from RMB 62,571,000 to RMB 28,086,000, a significant drop of about 55.1%[200]. - Trade and other receivables decreased by 3.3% from RMB 100.2 million as of December 31, 2021, to RMB 96.9 million as of June 30, 2022[70]. - Inventories decreased from RMB 35.2 million as of December 31, 2021, to RMB 30.3 million as of June 30, 2022, reflecting a slowdown in inventory turnover from 43 days to 54 days[70]. Share Capital and Corporate Governance - As of June 30, 2022, the company had 1,578,664,000 shares in issue[2]. - Sonic Tycoon Limited held 1,183,998,000 shares and had beneficial interest in convertible bonds amounting to HK$610,676,480, convertible into 517,522,440 shares at an initial conversion price of HK$1.18 per share[3]. - The company did not purchase, sell, or redeem any of its listed securities during the six months ended June 30, 2022[173]. - The company complied with the Corporate Governance Code throughout the reporting period[174]. - The unaudited interim results for the reporting period were reviewed by the audit committee, which includes all independent non-executive directors[176]. - All directors confirmed compliance with the Model Code for Securities Transactions throughout the reporting period[175]. Future Outlook and Growth Potential - The Directors believe there is still significant growth potential in the catering industry in China despite recent fluctuations[73]. - The company has been exploring business development through acquisitions and/or expansion of existing business, evaluating its financial position and resources for potential long-term funding[193].

Industry Recovery and Challenges - The food and beverage industry did not fully recover to pre-pandemic conditions in 2021, facing challenges from pandemic resurgence and oversupply[20]. - In the first quarter of 2022, the food and beverage industry is expected to face a reshuffle, presenting both challenges and opportunities for the Group[27]. - The performance of the Xinladao Group for the year ended December 31, 2021, was below management's forecast due to the impact of COVID-19[69]. Digital Transformation and Operational Efficiency - The Group is committed to transitioning towards a digital multi-brand operating platform to enhance operational and investment management capabilities[20]. - Digital operations improved efficiency and allowed the Group to better understand customer needs, leading to the development of favored products[20]. - Best Food has developed a one-stop smart cashier system and order-via-mobile-app system during 2021, enhancing operational efficiency[44]. - The Group aims to enhance its capabilities in investment management, operations, and digitalization to build a unique restaurant ecosystem platform[27]. - The company aims to enhance management and operational efficiency comprehensively through the development of a business data analysis system in 2022[42]. Franchise Development and Partnerships - The Group focused on developing a profitable franchise model and identified regional franchisees and real estate developers as partners[20]. - The franchise business strategy focuses on increasing channel development efficiency and establishing a franchise support system, with successful new product launches leading to satisfactory growth in single-store sales[35]. - Best Food plans to continue investing in refined management strategies, including customer-segmentation marketing and the development of an intelligent takeaway system in 2022[42]. - The franchise regions for Yujian Xiaomian have expanded to areas including Fujian, attracting employees to participate in the franchise business[41]. - The Group plans to expedite collaboration with capable regional franchisees to promote optimized store layouts[74]. Financial Performance and Revenue Growth - Revenue increased by 15.7% from RMB650.7 million in 2020 to RMB753.0 million in 2021, driven by the recovery of restaurant operations and increased delivery orders[48]. - Revenue from restaurant operations rose by 11.6% from RMB448.8 million in 2020 to RMB500.9 million in 2021, attributed to the easing of the COVID-19 pandemic[48]. - Delivery business revenue grew by 20.7% from RMB170.8 million in 2020 to RMB206.1 million in 2021, mainly due to an increase in the number of delivery orders[48]. - Raw material used and changes in inventories increased by 15.9% from RMB248.4 million in 2020 to RMB288.0 million in 2021, reflecting the recovery of restaurant operations[46]. Cost and Expense Management - Employee benefit expenses increased by 8.8% from RMB200.2 million in 2020 to RMB217.9 million in 2021, primarily due to increased staff working hours[53]. - Property rentals and other related expenses surged by 236.5% from RMB9.6 million in 2020 to RMB32.3 million in 2021, as a percentage of revenue increased from 1.5% to 4.3%[55]. - Other expenses rose by 24.1% from RMB77.2 million in 2020 to RMB95.8 million in 2021, reflecting the resumption of operations[56]. Losses and Impairments - The Group recorded a loss attributable to equity holders of approximately RMB 639.6 million for the year ended December 31, 2021, compared to a loss of RMB 140.9 million for the year ended December 31, 2020[61]. - Goodwill decreased by 92.2% from RMB 580.9 million as of December 31, 2020, to RMB 45.5 million as of December 31, 2021, primarily due to an impairment loss of RMB 535.4 million recognized in 2021[66]. - As of December 31, 2021, the Group recorded an impairment loss of goodwill and trademark amounting to RMB535 million and RMB31 million respectively[71]. Governance and Compliance - The Company has complied with the Corporate Governance Code throughout the year ended December 31, 2021[102]. - The Board consists of three executive Directors and three independent non-executive Directors, with independent Directors representing more than one-third of the Board[107]. - The Audit Committee, established in 2011, consists of three independent non-executive directors and meets regularly to review the Group's financial reporting and internal controls[121]. - The Company ensures that all Directors have full and timely access to information and can seek independent professional advice at the Company's expense[110]. Risk Management and Internal Controls - The system of risk management and internal controls is designed to assist the Group in identifying and managing significant risks while ensuring compliance with relevant laws and regulations[167]. - The Board is responsible for reviewing the effectiveness of the risk management and internal controls system to safeguard the interests of Shareholders[168]. - The Group has established an internal audit function to continuously review the effectiveness of the risk management and internal control systems[173]. Shareholder Engagement and Dividend Policy - The Company has adopted a dividend policy that allows for the distribution of dividends based on various factors including financial performance, capital requirements, and liquidity position[182]. - The annual general meeting serves as a platform for shareholders to raise comments and exchange views with the Board[189]. - Shareholders can requisition an extraordinary general meeting if they hold not less than one-tenth of the paid-up capital with voting rights[184]. Management Team and Experience - Mr. Wang has been the CEO since August 26, 2019, focusing on investments in the consumer and retail sector for over 18 years[196]. - The management team includes professionals with advanced degrees from prestigious institutions, enhancing the company's strategic capabilities[195][200]. - The company emphasizes investment in fast-moving consumer goods (FMCG) and catering sectors, indicating a strategic focus on these areas[196].

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