Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching $500 million for the fiscal year 2024[5]. - Revenue for the year ended December 31, 2024, was RMB 314,356,000, a decrease of 30.2% compared to RMB 450,539,000 in 2023[14]. - Gross profit for the same period was RMB 203,462,000, down 32.0% from RMB 298,992,000, resulting in a gross margin of 64.7%[14]. - The net loss for the year increased by 80.3% to RMB 85,059,000 from RMB 47,170,000, leading to a net loss margin of 27.1%[14]. - The loss attributable to owners of the company was approximately RMB 85.1 million, an increase of RMB 39.7 million compared to a loss of RMB 45.4 million in 2023[82]. - The total revenue from restaurant operations decreased by RMB 132.0 million to RMB 309.6 million in 2024, a decline of 29.9% from RMB 441.6 million in 2023[90]. - The company reported a significant increase in net cash position, with a net cash amount of RMB (17,711,000), up 307.9% from RMB (4,342,000)[14]. - The company has a net cash outflow of RMB 16,713,000 for the year, with cash and cash equivalents at RMB 3,689,000 as of December 31, 2024[190]. - The basic and diluted loss per share for the year was RMB (3.9) cents, compared to RMB (2.1) cents in 2023[199]. Market and Growth Initiatives - User data showed a growth of 20% in active users, totaling 2 million by the end of Q4 2024[5]. - The company provided a forward guidance of 10% revenue growth for the next fiscal year, projecting revenues of $550 million[5]. - New product launches contributed to a 25% increase in sales in Q4 2024 compared to Q3 2024[5]. - Market expansion efforts have led to a 30% increase in market share in the Asia-Pacific region[5]. - The company plans to enter two new international markets by the end of 2025, aiming for a 15% revenue contribution from these markets[5]. - A new marketing strategy is projected to increase brand awareness by 40% over the next year[5]. - The company is focused on deepening its engagement in healthy dining, leveraging technology for operations, and enhancing brand building to remain competitive in the market[112]. Corporate Governance and Board Changes - The board of directors has undergone significant changes, with three new members appointed to enhance governance and oversight[6]. - The board of directors has undergone changes, with key appointments and resignations noted, including the transition of Gu Tongshan to executive director and chairman[57]. - The company emphasizes the importance of corporate governance to maximize shareholder value and enhance accountability, adhering to all applicable code provisions[115]. - The company has established a diversity policy for its board, recognizing that diversity enhances overall performance and supports strategic goals[124]. - The nomination committee is responsible for identifying qualified candidates for board membership, with a focus on improving gender diversity among board members[125]. - All independent non-executive directors confirmed their independence according to the listing rules[127]. - The board is committed to evaluating the independence of directors annually, ensuring independent opinions and advice[128]. Financial Health and Challenges - Total assets decreased by 46.2% to RMB 137,747,000 from RMB 256,010,000[14]. - Cash and cash equivalents fell by 82.1% to RMB 3,689,000 from RMB 20,658,000[14]. - The capital debt ratio rose significantly to 430.8% from 202.9%[14]. - The company faced a challenging year in 2024 due to prolonged economic downturn and consumer spending fatigue in the restaurant service industry[88]. - The effectiveness of the company's going concern assumption is dependent on the success of its plans and measures, which are currently subject to various uncertainties[192]. - The company is seeking new sources of financing, including refinancing existing loans and negotiating with investors for new funding[191]. Operational Adjustments - The number of restaurants decreased by 31.0% to 20 from 29[14]. - The company employed approximately 233 staff members as of December 31, 2024, a decrease of 57.2% from 544 employees in 2023[110]. - The company plans to optimize its multi-brand strategy and focus on smaller store formats to adapt to changing consumer preferences[111]. - Sales and distribution costs decreased from RMB 285.2 million in 2023 to RMB 221.0 million in 2024, a reduction of 22.5%[95]. - Administrative expenses decreased from RMB 49.0 million in 2023 to RMB 26.6 million in 2024, a decline of 45.7%[96]. Environmental and Social Responsibility - The company has implemented various environmental protection measures, including the use of eco-friendly takeaway packaging and waste separation for kitchen waste and used oil[45]. - The company emphasizes optimizing food, beverage, and dining service quality to enhance customer satisfaction, as detailed in the Environmental, Social, and Governance report[48]. - The company maintains mutually beneficial relationships with suppliers, focusing on corporate social responsibility and compliance in supplier selection and procurement processes[49]. Audit and Compliance - The audit committee held two meetings during the year ending December 31, 2024, with members attending all sessions[147]. - The audit committee is responsible for overseeing financial reporting and internal control procedures to ensure fair investigations of reported misconduct[146]. - The independent auditor's report indicates that the Group's consolidated financial statements were not issued an opinion due to uncertainties regarding going concern factors[189]. - The company has received a "disclaimer of opinion" from auditors regarding its financial statements due to significant uncertainties affecting its ability to continue as a going concern[174].

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 314,356 thousand, a decrease of 30.2% compared to RMB 450,539 thousand in 2023[2] - Gross profit for the same period was RMB 203,462 thousand, down 32.0% from RMB 298,992 thousand, resulting in a gross margin of 64.7%, a decline of 1.7 percentage points[2] - The company reported a net loss of RMB 85,059 thousand for the year, an increase of 80.3% from a net loss of RMB 47,170 thousand in 2023, leading to a net loss margin of 27.1%[2] - Basic and diluted loss per share was RMB (3.9) compared to RMB (2.1) in the previous year[4] - Total revenue from customer contracts was RMB 314.4 million in 2024, down from RMB 450.5 million in 2023, indicating a decrease of about 30%[19] - The group reported a loss attributable to shareholders of RMB 85.1 million in 2024, an increase of RMB 39.7 million from a loss of RMB 45.4 million in 2023[46] - The company reported a net loss attributable to owners of the company of RMB 85,078 thousand for the year ended December 31, 2024, compared to a loss of RMB 45,418 thousand in 2023[37] - Net loss increased from RMB 47.2 million in 2023 to RMB 85.1 million in 2024, with a net loss margin rising from 10.5% to 27.1%[60] Revenue Breakdown - Revenue from restaurant operations decreased to RMB 309.6 million in 2024 from RMB 441.6 million in 2023, representing a decline of approximately 30%[19] - Revenue from external customers for the year ended December 31, 2024, was RMB 314,356 thousand, a decrease of 30.2% from RMB 450,539 thousand in 2023[26] - Revenue from packaged food sales is recognized when control of the goods transfers to the customer, with immediate payment required at the time of purchase[21] - Management fees from franchisees are recognized over time, with prepayments classified as contract liabilities[22] - Comparable restaurant sales decreased by RMB 54.3 million, representing an 18.2% decline in 2024 compared to 2023[52] Assets and Liabilities - Total assets as of December 31, 2024, were RMB 191,097 thousand, compared to RMB 248,357 thousand in 2023, indicating a significant reduction in asset base[5] - Current liabilities increased to RMB 248,357 thousand from RMB 234,809 thousand in the previous year, reflecting a rise in financial obligations[5] - As of December 31, 2024, the group's current liabilities exceeded its current assets by approximately RMB 209,256,000[9] - The total liabilities exceeded total assets by approximately RMB 159,627,000 as of December 31, 2024[9] - The group’s non-current liabilities include lease liabilities of RMB 45,324,000 as of December 31, 2024, down from RMB 90,499,000 in the previous year[6] - Non-current assets as of December 31, 2024, totaled RMB 69,051 thousand, down 51.7% from RMB 142,737 thousand in 2023[26] Cash Flow and Financing - Cash and cash equivalents as of December 31, 2024, were RMB 3,689,000, significantly lower than RMB 20,658,000 in 2023[42] - The group has cash and cash equivalents of approximately RMB 3,689,000 as of December 31, 2024[84] - The group is seeking new borrowing sources and refinancing existing financing to alleviate cash flow pressure[86] - The group has received a property preservation order limiting the withdrawal of bank deposits amounting to RMB 6,224,000[84] - The effectiveness of the going concern assumption depends on the success of the plans and measures being implemented[86] - The group may not be able to continue as a going concern if the plans and measures are not successfully implemented[88] Operational Changes - The number of restaurants decreased to 4 as of December 31, 2024, from 20 in 2023[2] - The group employed approximately 233 employees as of December 31, 2024, a decrease of 57.2% compared to 544 employees in 2023[71] - The company has not engaged in any significant acquisitions or disposals as of December 31, 2024[67] - The company has not undertaken any major investment activities as of December 31, 2024[68] Cost Management - The company experienced a significant increase in selling and distribution expenses, totaling RMB 221,045 thousand, down from RMB 285,212 thousand in 2023[3] - Administrative expenses decreased by 45.7% from RMB 49.0 million in 2023 to RMB 26.6 million in 2024[58] - The total financing costs for the year ended December 31, 2024, were RMB 7,221 thousand, down 33.0% from RMB 10,910 thousand in 2023[31] - Interest expenses on bank loans decreased to RMB 993 thousand in 2024 from RMB 1,484 thousand in 2023, a reduction of 33.1%[31] Future Outlook - The company plans to optimize its multi-brand strategy and expand differentiated sub-brands to cover various consumer scenarios[73] - The company aims to balance tradition and innovation through a diversified brand matrix and digital operations to enhance consumer value[74] - The group has significant uncertainties that may affect its ability to continue as a going concern[85] Shareholder Information - The board does not recommend the payment of a final dividend for the year ending December 31, 2024[76] - The annual performance announcement will be published on the Stock Exchange and the company's website[90] - The annual general meeting is scheduled for June 27, 2025[91] - Share transfer registration will be suspended from June 24, 2025, to June 27, 2025[92] - All shareholder documents must be submitted by June 23, 2025, at 4:30 PM[92] - The board expresses gratitude to shareholders, management, employees, and business partners for their contributions[93] - The announcement is made by the chairman, Gu Tongshan, on March 31, 2025[94]

Financial Performance - The company's revenue for the six months ended June 30, 2024, was RMB 182.4 million, a decrease of RMB 59.9 million or 24.7% compared to RMB 242.3 million in the same period last year[4]. - Gross profit for the same period was RMB 119.0 million, down approximately RMB 43.4 million or 26.7% from RMB 162.4 million year-on-year[6]. - The net loss attributable to the company's owners was approximately RMB 29.4 million, an increase of RMB 26.3 million compared to the previous year's loss[6]. - The gross margin for the period was 65.2%, a decrease of 1.8% from 67.0% in the prior year[4]. - The net loss margin for the period was (16.1%), compared to (1.4%) in the same period last year, indicating a significant increase in losses[4]. - Total revenue for the six months ended June 30, 2024, decreased by 24.7% to RMB 182.4 million from RMB 242.3 million for the same period in 2023[10]. - Restaurant business revenue fell by 24.1% to RMB 179.6 million, down from RMB 236.6 million in the previous year, with comparable restaurant sales decreasing by RMB 23.5 million[11]. - The company reported a net loss of RMB 29.4 million for the six months ended June 30, 2024, compared to a loss of RMB 3.4 million in the same period in 2023, with a net loss margin increasing to 16.1%[21]. - The company reported a pre-tax loss of RMB 28,388,000 for the six months ended June 30, 2024, compared to a loss of RMB 1,584,000 for the same period in 2023[36]. Operational Changes - As of June 30, 2024, the company operated 21 restaurants, down from 31 restaurants in the previous year[4]. - The restaurant business generated revenue of RMB 179.6 million, while other income, including packaged food sales, contributed RMB 2.7 million[6]. - The company is focusing on expanding its presence in affluent and rapidly growing cities in mainland China and Hong Kong[6]. - Future strategies may include exploring new product offerings and enhancing operational efficiencies to improve financial performance[6]. - New restaurant openings contributed an increase of RMB 4.0 million to revenue during the six months ended June 30, 2024[11]. Cash Flow and Liquidity - For the six months ended June 30, 2024, the net cash inflow from operating activities was RMB 22.6 million, a decrease of RMB 20.6 million from RMB 43.2 million for the same period in 2023[23]. - Cash and cash equivalents decreased to RMB 8.4 million as of June 30, 2024, from RMB 66.4 million as of June 30, 2023[22]. - The net cash used in investing activities was RMB 7.9 million for the six months ended June 30, 2024, compared to a net cash inflow of RMB 3.2 million in the same period of 2023[24]. - The net cash used in financing activities decreased to RMB 26.1 million for the six months ended June 30, 2024, from RMB 33.1 million in the prior year[25]. - The company plans to continue measures to improve working capital and cash flow, including monitoring administrative expenses and operational costs closely[40]. Assets and Liabilities - The company’s debt as of June 30, 2024, was RMB 19.0 million, with a capital debt ratio of 247.9%[21]. - Non-current assets decreased from RMB 191,097 thousand to RMB 147,271 thousand, a decline of approximately 23%[33]. - Current assets decreased from RMB 64,913 thousand to RMB 46,046 thousand, a decline of approximately 29%[33]. - Total liabilities increased from RMB 234,809 thousand to RMB 237,904 thousand, an increase of approximately 1%[34]. - The company reported a net debt of RMB 104,981 thousand, compared to RMB 73,752 thousand in the previous period, indicating a worsening financial position[34]. - Total liabilities exceeded total assets by approximately RMB 104,981,000 as of June 30, 2024[40]. Shareholder Information - As of June 30, 2024, the company has a total issued share capital of 2,213,031,000 shares[89]. - Major shareholder Alpadis Group Holding AG holds 655,087,500 shares, representing approximately 29.60% of the total shares[90]. - Executive director Wang Huili holds 12,260,625 shares through a controlled company, representing approximately 0.55%[88]. - Non-executive director Wu Wen holds 62,592,681 shares through a controlled company, representing approximately 2.83%[88]. - Gu Tongshan, a major shareholder, holds 221,257,550 shares, representing approximately 10.00%[90]. Governance and Compliance - The company has adopted the Corporate Governance Code and has complied with applicable provisions during the six months ending June 30, 2024[100]. - The board of directors has confirmed compliance with the Standard Code for Securities Transactions by Directors during the six months ending June 30, 2024[101]. - The Audit Committee was established on August 30, 2011, in accordance with listing rules and corporate governance codes[105]. - The Audit Committee is responsible for reviewing and supervising the group's internal controls and financial reporting procedures[105]. Employee Compensation - Total employee costs for the six months ended June 30, 2024, were RMB 72.1 million, accounting for 39.5% of revenue, compared to RMB 81.6 million in the same period of 2023[30]. - The total remuneration for directors and key management personnel for the six months ended June 30, 2024, was RMB 1,267,000, down from RMB 4,190,000 in the same period of 2023[81]. - Employee benefits expenses, including directors' remuneration, totaled RMB 72,057 thousand, a decrease of 11.7% from RMB 81,569 thousand in the previous year[54]. Stock Options and Awards - The company has a total of 4,499,000 stock options that remain unexercised as of June 30, 2024[71]. - The stock reward plan was approved on December 20, 2019, and allows selected employees to receive shares without any cost[73]. - The company has not recognized any stock option expenses for the six months ended June 30, 2024[70]. - The 2019 Share Award Scheme allows for a total of 221,303,100 shares to be granted, representing 10% of the issued shares as of the interim report date[97]. - The maximum number of shares that can be granted to any selected employee under the 2019 Share Award Scheme is capped at 1% of the company's issued share capital, equating to 22,130,310 shares[97].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 附 註： 1. 毛 利 乃 基 於 收 益 減 銷 售 成 本 計 算。 2. 毛 利 率 乃 基 於 毛 利 除 以 收 益 計 算。 3. 淨 虧 損 率 乃 以 期 內 虧 損 除 以 收 益 計 算。 = | 海 | 小 | 南 | 国 Shanghai XNG Holdings Limited 上海小南国控股有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：3666） 截至二零二四年六月三十日止六個月 之中期業績 | --- | --- | --- | --- | |-------------------------------|-----------------------------------------------------|-- ...

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 450,539,000, representing a 38.4% increase from RMB 325,604,000 in 2022[6] - Gross profit for the same period was RMB 298,992,000, with a gross margin of 66.4%, slightly down from 67.5% in the previous year[6] - The net loss for the year was RMB 47,170,000, a 29.0% improvement compared to a net loss of RMB 66,436,000 in 2022[6] - Basic loss per share improved to RMB (2.1) from RMB (3.2), reflecting a 34.3% reduction in losses per share[6] - Total revenue increased from RMB 325.6 million in 2022 to RMB 450.5 million in 2023, representing a growth of 38.4%[86] - Restaurant business revenue rose from RMB 312.5 million in 2022 to RMB 441.6 million in 2023, an increase of 41.3%[87] - Comparable restaurant sales increased by RMB 163.4 million in 2023, a growth of 68.6% compared to 2022[91] - Loss attributable to equity holders of the parent company for 2023 was approximately RMB 45.4 million, a reduction of RMB 23.8 million from a loss of RMB 69.2 million in 2022[80] - Net loss for the year reduced from RMB 66.4 million in 2022 to RMB 47.2 million in 2023, with the net loss margin decreasing from 20.4% to 10.5%[95] Assets and Liabilities - Total assets decreased by 32.3% to RMB 256,010,000 from RMB 378,336,000 in the previous year[6] - As of December 31, 2023, the company's current liabilities exceeded its current assets by approximately RMB 169,896,000[189] - The total liabilities of the company exceeded its total assets by approximately RMB 73,752,000 as of December 31, 2023[189] - The company had cash and cash equivalents of approximately RMB 20,658,000 as of December 31, 2023[189] - The carrying amounts of property and equipment and right-of-use assets were approximately RMB 26,084,000 and RMB 115,462,000, respectively, as of December 31, 2023[192] Operational Changes - The number of restaurants decreased to 29 from 38, marking a 23.7% reduction in locations[6] - The company operated 24 "Shanghai Xiao Nan Guo" restaurants, one "Hui Gong Guan" restaurant, three "Nan Xiao Guan" restaurants, and one "Wolfgang Puck" restaurant in 2023[80] - The number of restaurants in mainland China decreased from 30 to 23 for the "Shanghai Xiao Nan Guo" and "Hui Gong Guan" brands, while revenue increased from RMB 229.3 million to RMB 338.0 million[81] - The group recruited approximately 544 employees in mainland China and Hong Kong, a decrease of 22% from 694 employees in the previous year[108] Shareholder and Governance - The company does not recommend a final dividend for the year ended December 31, 2023[12] - The board of directors consists of executive directors Gu Tongshan (Chairman) and Ping Guoqin, as well as non-executive directors Wang Huili and Wu Wen, and independent non-executive directors Lei Weiming, Liang Yaozu, Zhang Zhenyu, and Li Yuping[51] - Independent non-executive directors have confirmed their independence according to the listing rules, ensuring compliance with regulatory standards[52] - The company has a share incentive plan that awarded Gu Tongshan and Ping Guoqin 110,651,550 and 62,739,425 shares respectively, effective from November 25, 2021[65] - The company has adopted a board diversity policy since 2013, emphasizing the importance of diversity in achieving strategic goals and sustainable development[124] Risk Management and Compliance - The independent auditor's report highlighted significant uncertainties regarding the company's ability to continue as a going concern due to its financial position[189] - The company confirmed that its risk management and internal control systems are effective and sufficient as of December 31, 2023[161] - The company has established arrangements for employees to report concerns regarding financial reporting and internal controls[144] - The company emphasizes compliance with applicable laws and regulations in the Cayman Islands, mainland China, and Hong Kong[39] Environmental and Social Responsibility - The company has established environmental protection measures to reduce its impact on the environment, including the use of eco-friendly takeaway packaging[38] - The company has a policy in place to provide fair compensation and equal opportunities for employees[40] - The company has developed mutually beneficial relationships with suppliers, emphasizing corporate social responsibility in supplier selection[42] Financial Reporting and Audit - The company’s board of directors is responsible for the preparation of the consolidated financial statements for the year ending December 31, 2023, ensuring their accuracy and fairness[159] - The Audit Committee held three meetings during the year ended December 31, 2023, to review the company's annual and interim financial statements[143] - The annual audit fee payable to external auditors for the year ending December 31, 2023, was RMB 1.08 million, with no non-audit service fees paid[167] Future Outlook and Strategy - The management has adjusted strategies in response to challenges in the domestic economy, focusing on the development of small and medium-sized new business formats[110] - The group aims to optimize operational management costs and resource allocation to maintain stability and steady development during economic fluctuations[111] - The management is confident in overcoming current market challenges and is actively preparing resources for the next phase of development[111]

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 450,539,000, representing a 38.4% increase from RMB 325,604,000 in 2022[2] - Gross profit for the same period was RMB 298,992,000, up 36.1% from RMB 219,750,000 in the previous year[3] - The gross profit margin decreased slightly to 66.4% from 67.5% in 2022[2] - The net loss for the year was RMB 47,170,000, a 29.0% improvement compared to a net loss of RMB 66,436,000 in 2022[3] - Basic and diluted loss per share was RMB (2.1) cents, compared to RMB (3.2) cents in the prior year[5] - The company reported a loss attributable to shareholders of approximately RMB 45,418,000 for the year ended December 31, 2023[12] - The company reported a loss attributable to equity holders of RMB 45.4 million in 2023, an improvement from a loss of RMB 69.2 million in 2022[64] Revenue Breakdown - Revenue from restaurant operations increased to RMB 441.61 million in 2023, up 41.2% from RMB 312.55 million in 2022[34] - Revenue from packaged food sales decreased to RMB 7.21 million in 2023, down 30.0% from RMB 10.44 million in 2022[34] - Revenue from management fees from franchisees was RMB 1.72 million in 2023, a decline of 34.1% from RMB 2.61 million in 2022[34] - Total revenue for the year ended December 31, 2023, was RMB 450.54 million, representing a 38.3% increase from RMB 325.60 million in 2022[34] Expenses and Costs - Selling and distribution expenses decreased to RMB 285,212,000 from RMB 293,534,000 in 2022[3] - Administrative expenses reduced to RMB 48,967,000 from RMB 55,411,000 in the previous year[3] - Financing costs decreased to RMB 10,910,000 from RMB 15,859,000 in 2022[3] - The cost of inventory recognized as an expense increased to RMB 151,547,000 in 2023 from RMB 105,854,000 in 2022, reflecting a 42.9% increase[52] - Labor costs related to restaurant operations increased from RMB 109.6 million in 2022 to RMB 133.6 million in 2023, an increase of 21.9%, while the percentage of labor costs to total revenue decreased from 33.9% to 29.8%[78] - Rental costs related to restaurant operations surged from RMB 4.7 million in 2022 to RMB 32.3 million in 2023, an increase of 583.5%, with the percentage of rental costs to total revenue rising from 1.5% to 7.2%[78] Assets and Liabilities - As of December 31, 2023, the company's current liabilities exceeded its current assets by approximately RMB 169,896,000[12] - The total liabilities exceeded total assets by approximately RMB 73,752,000 as of December 31, 2023[12] - Cash and cash equivalents amounted to approximately RMB 20,658,000 as of December 31, 2023[12] - Non-current assets decreased from RMB 274,954,000 in 2022 to RMB 191,097,000 in 2023, a reduction of approximately 30.5%[7] - Current assets decreased from RMB 103,382,000 in 2022 to RMB 64,913,000 in 2023, a reduction of approximately 37.1%[7] Strategic Initiatives - The company has entered into a strategic cooperation agreement with a partner to provide funding for new and existing restaurants in Shanghai, receiving RMB 18,291,000 to date[13] - The company is actively considering fundraising activities to raise new capital[13] - The company continues to implement measures aimed at improving operational cash flow and closely monitor general administrative expenses and operating costs[13] - The group is focusing on developing new brands and expanding into the Jiangsu and Zhejiang regions with a new generation of Chinese cuisine brands[97] - The group has relaunched the "Nan Xiaoguan" brand and plans to open franchise stores in Spring 2024, emphasizing quality fast food for home consumption[97] Employee and Operational Metrics - The group hired approximately 544 employees in mainland China and Hong Kong as of December 31, 2023, a decrease of 22% compared to 694 employees in 2022[92] - The average number of ordinary shares used for calculating basic and diluted loss per share was 2,168,864,000 in 2023, down from 2,194,054,000 in 2022[54] Regulatory and Accounting Changes - The application of new and revised International Financial Reporting Standards (IFRS) has no significant impact on the group's financial position and performance for the current and prior years[16] - The group has adopted the revised IAS 8, which clarifies the distinction between changes in accounting estimates and changes in accounting policies[17] - The application of the revised IAS 12 has no significant impact on the group's financial position and performance[21] - The group has implemented new accounting policies for lease transactions and related deferred tax assets from January 1, 2022[24] Cash Flow and Financing Activities - Cash inflow from operating activities decreased from RMB 71.7 million in 2022 to RMB 48.2 million in 2023, a reduction of RMB 23.5 million[84] - The net cash outflow from financing activities decreased from RMB 96.1 million in 2022 to RMB 86.9 million in 2023, primarily due to new bank loan proceeds of RMB 15.0 million[86] Dividend Policy - The company did not declare or recommend any dividends for the years 2023 and 2022[53] - The board does not recommend the payment of a final dividend for the year ended December 31, 2023, consistent with 2022[96]

Financial Performance - The company's revenue for the six months ended June 30, 2023, reached RMB 242.3 million, an increase of 66.9% compared to RMB 145.1 million in the same period last year[6]. - Gross profit for the same period was RMB 162.4 million, up 66.8% from RMB 97.4 million year-on-year[6]. - The net loss for the period was RMB 3.1 million, a significant reduction of 95.0% from a loss of RMB 68.5 million in the previous year[6]. - Revenue for the six months ended June 30, 2023, was RMB 242,268 thousand, a 67% increase from RMB 145,120 thousand in the same period of 2022[38]. - The company reported a pre-tax loss of RMB 1,584 thousand, a substantial reduction from a loss of RMB 73,844 thousand in the prior year[38]. - The net loss for the period was RMB 3,407 thousand, compared to a loss of RMB 68,488 thousand in the previous year, indicating a positive trend in financial performance[38]. - The company incurred a total comprehensive loss of RMB 71,499 thousand for the period, compared to a loss of RMB 70,773 thousand in the previous year[49]. Revenue Sources - Restaurant business revenue increased by 72.6% to RMB 236.7 million from RMB 137.1 million year-on-year[13]. - Other income for the period was RMB 5.6 million, primarily from packaging sales revenue of RMB 4.2 million[13]. - New restaurants contributed an increase in revenue of RMB 25.8 million, while comparable restaurant sales rose by RMB 97.5 million[17]. - Revenue from restaurant operations was RMB 236,643 thousand, up 73% from RMB 137,090 thousand in the prior year[70]. Cost and Expenses - Cost of sales rose to RMB 79.9 million, an increase of 67.5% from RMB 47.7 million in the previous year[14]. - The cost of sales as a percentage of revenue increased slightly to 33.0% from 32.9% year-on-year[15]. - Sales and distribution expenses increased from RMB 142.6 million to RMB 143.5 million, a growth of 0.6%[17]. - Labor costs rose from RMB 52.7 million to RMB 67.7 million, with the percentage of labor costs to revenue decreasing from 36.3% to 27.9%[17]. - Rental and property expenses decreased from RMB 16.6 million to RMB 15.1 million, a decline of 9%, with expenses accounting for 6.2% of revenue[18]. - Depreciation expenses fell from RMB 45.1 million to RMB 41.1 million, a decrease of 8.9%, with depreciation accounting for 17.0% of sales revenue[18]. - Administrative expenses decreased from RMB 23.6 million to RMB 21.4 million, a reduction of 9.4%[19]. Cash Flow and Liquidity - Net cash inflow from operating activities increased from RMB 37.3 million to RMB 43.2 million[27]. - Total cash and cash equivalents increased from RMB 53.9 million to RMB 66.4 million[26]. - Cash and cash equivalents increased to RMB 66,366 thousand from RMB 52,255 thousand, showing improved liquidity[42]. - Operating cash flow for the period was RMB 43,208 thousand, up from RMB 37,271 thousand in the previous year, indicating a positive trend in cash generation[49]. - The company recorded a net cash inflow of RMB 13,359 thousand in cash and cash equivalents, contrasting with a net outflow of RMB 25,077 thousand in the prior year[50]. Assets and Liabilities - Total non-current assets decreased to RMB 218,762 thousand from RMB 274,954 thousand, indicating a reduction in long-term investments[42]. - The total liabilities decreased from RMB 280,667 thousand to RMB 260,558 thousand, reflecting improved financial stability[42]. - The total bank and other loans due within one year or on demand was RMB 31,611,000 as of June 30, 2023, compared to RMB 28,400,000 as of December 31, 2022, reflecting a rise of approximately 11%[96]. - The group's trade payables as of June 30, 2023, totaled RMB 56,394,000, up from RMB 44,699,000 as of December 31, 2022, indicating an increase of about 26%[95]. Shareholder Information - The issued and fully paid ordinary shares remained at 2,213,031,000 shares as of June 30, 2023, unchanged from December 31, 2022[97]. - Gu Tongshan holds 221,257,550 shares, representing approximately 10.00% of the total shares[141]. - Alpadis Group Holding AG and its affiliates collectively hold 655,087,500 shares, accounting for 29.60% of the total shares[142]. - The company has a significant number of shares held by major shareholders, with Shen Xia holding 167,887,000 shares, which is approximately 7.59%[142]. Corporate Governance - The company has adopted the Corporate Governance Code as per the Hong Kong Stock Exchange Listing Rules and has complied with applicable provisions during the six months ended June 30, 2023[162]. - The Audit Committee has reviewed the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2023[167]. - The company has established an Audit Committee to review and supervise internal controls and financial reporting procedures[165].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 Shanghai XNG Holdings Limited 上 海 小 南 国 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：3666） 截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 財務摘要 截至六月三十日止六個月 二零二三年 二零二二年 變動百分比 （未經審核） （未經審核）（減少）╱增加 收益（人民幣千元） 242,268 145,120 66.9% 毛利（1 人民幣千元） 162,394 97,381 66.8% 毛利率2 67.0% 67.1% (0.1)% 期內虧損（人民幣千元） (3,407) (68,488) (95.0)% 淨虧損率3 (1.4)% (47.2)% 45.8% 餐廳數目（於六月三十日） 31 45 ...

Financial Performance - Revenue for the year ended December 31, 2022, was RMB 325.6 million, a decrease of 52.9% compared to RMB 691.5 million in 2021[7] - Gross profit for the same period was RMB 219.8 million, down 53.1% from RMB 468.8 million, with a gross margin of 67.5%[7] - The net loss for the year was RMB 66.4 million, an improvement of 24.3% from a net loss of RMB 87.8 million in 2021[7] - The company's total revenue for 2022 was RMB 325.6 million, a decrease of RMB 365.9 million or 52.9% compared to RMB 691.5 million in 2021[86] - Gross profit for 2022 was RMB 219.8 million, down approximately RMB 249.0 million or 53.1% from RMB 468.8 million in 2021[86] - The net loss attributable to equity holders for 2022 was approximately RMB 69.2 million, an improvement from a loss of RMB 82.4 million in 2021, reflecting a decrease of RMB 13.2 million[86] Assets and Liabilities - Total assets decreased by 28.7% to RMB 378.3 million from RMB 530.8 million[7] - Current liabilities exceeded current assets by approximately RMB 177,285,000 as of December 31, 2022[183] - As of December 31, 2022, the total interest-bearing bank loans amounted to RMB 28.4 million, with a capital debt ratio of 130.9%[103] - As of December 31, 2022, the group's interest-bearing bank loans totaled RMB 28.4 million, with RMB 15.0 million secured by time deposits[114] Restaurant Operations - The number of restaurants as of December 31, 2022, was 38, a reduction of 28.3% from 53 in 2021[7] - The total number of restaurants operated by the company decreased from 53 in 2021 to 38 in 2022, with a significant drop in revenue from RMB 671.2 million to RMB 312.6 million, a decline of 53.4%[87][93] - The company operated 31 "Shanghai Xiao Nan Guo" restaurants in mainland China, down from 33 in 2021, reflecting the impact of COVID-19 restrictions[86] Stock Options and Incentive Plans - The company has a total of 2,281,104 stock options that have expired as of December 31, 2022, with no options exercised or canceled during the year[22] - The stock options granted under the pre-IPO stock option plan are exercisable within ten years from the date they vest, with specific performance targets tied to the company's net profit[21] - The company has adopted a stock option plan effective from July 4, 2012, allowing for the issuance of up to 147,500,000 shares, representing approximately 6.67% of the total issued share capital as of the report date[26] - The 2019 Share Incentive Plan allows for a total of 221,303,100 shares to be granted, representing 10% of the issued shares as of the report date[33] - The 2021 Share Incentive Plan allows for a total of 221,303,100 shares, also representing 10% of the issued shares as of the report date[36] Corporate Governance - The board of directors consists of six members, including two executive directors and four non-executive directors[55] - The board confirmed that there were no competitive businesses directly or indirectly engaged by any directors[74] - The board consists of seven directors, with four being female, indicating a commitment to gender diversity[129] - The company has adopted a board diversity policy since 2013, emphasizing the importance of diversity in achieving strategic goals[128] - The independent non-executive directors have confirmed their independence in accordance with listing rules[131] Environmental and Social Responsibility - The company emphasizes environmental responsibility through measures such as using eco-friendly takeaway packaging and proper waste disposal[42] - The company has a policy to provide fair compensation to employees based on skills and contributions, ensuring compliance with labor laws[59] Financial Reporting and Audit - The company reported a comprehensive financial performance reflecting its financial position as of December 31, 2022, in accordance with International Financial Reporting Standards[181] - The independent auditor confirmed that the financial statements fairly represent the group's financial status and performance for the year ending December 31, 2022[181] - The company incurred an annual audit fee of RMB 1.8 million for external auditors as of December 31, 2022, with no non-audit service fees paid[162] Future Plans and Strategies - The group plans to maintain the current number of Xiaonan Guo brand stores while optimizing for high-end business dining and family consumption[119] - The new "Xingxing Nan Guo" brand, created during the pandemic, features smaller store sizes and a lower average customer spend, targeting light business and family dining[119] - The group aims to leverage its existing brand advantages to expand sales of Shanghai-related products nationwide through e-commerce[119] Employee and Management Information - The group hired approximately 694 employees in mainland China and Hong Kong, a 17% decrease from 839 in the previous year[115] - Three senior management members received compensation of HKD 1,000,000 or below, with no members in the HKD 1,000,001 to 1,500,000 range[161] Risk Management - The company has implemented a three-line defense model for risk management, involving operational management, risk management teams, and internal audit functions[155] - The company identifies and assesses risks of material misstatement in financial statements due to fraud or error, emphasizing that the risk of fraud is higher than that of error[200]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Shanghai XNG Holdings Limited 上海小南国控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3666） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 之 經 審 核 全 年 業 績 公 告 財務摘要 截至十二月三十一日止年度 變動百分比 二零二二年 二零二一年 增加╱（減少） 收益（人民幣千元） 325,604 691,517 (52.9%) 毛利（1 人民幣千元） 219,750 468,815 (53.1%) 毛利率2 67.5% 67.8% (0.3%) 年內虧損（人民幣千元） (66,436) (87,778) (24.3%) 純虧損率3 (20.4%) (12.7%) (7.7%) 每股虧損－基本和攤薄（人民幣分） (3.2) (3.9) ...