[Financial Summary](index=1&type=section&id=Financial%20Summary) During the reporting period, the company's revenue and gross profit both significantly decreased by over 44%, while loss for the period narrowed by 37.9% year-on-year, though net loss margin slightly expanded, and the number of restaurants decreased from 21 to 16 Key Financial Data (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change % | | :--- | :--- | :--- | :--- | | Revenue | 101,801 | 182,379 | (44.2%) | | Gross Profit | 65,741 | 118,969 | (44.7%) | | Gross Profit Margin | 64.6% | 65.2% | (0.6%) | | Loss for the Period | (18,253) | (29,403) | (37.9%) | | Net Loss Margin | (17.9%) | (16.1%) | (1.8%) | | Number of Restaurants | 16 | 21 | - | - During the reporting period, the company's revenue and gross profit both significantly decreased by **over 44%**, while loss for the period narrowed by **37.9%** year-on-year, though net loss margin slightly expanded, and the number of restaurants decreased from **21 to 16**[3](index=3&type=chunk) [Condensed Consolidated Financial Statements](index=2&type=section&id=Interim%C3%AF%C2%BF%C2%BD%C3%AF%C2%BF%C2%BD%C3%AF%C2%BF%C2%BD%C3%AF%C2%BF%C2%BD) This section presents the unaudited condensed consolidated statement of profit or loss and other comprehensive income and condensed consolidated statement of financial position for the six months ended June 30, 2025, along with related notes detailing the basis of preparation, accounting policies, and specific financial items [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) During the reporting period, the company's revenue significantly decreased by 44.2%, leading to a 44.7% year-on-year reduction in gross profit; despite decreases in selling and distribution expenses and administrative expenses, loss for the period was RMB18,253 thousand, a narrowing from the prior year Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 101,801 | 182,379 | | Cost of Sales | (36,060) | (63,410) | | Gross Profit | 65,741 | 118,969 | | Other Income | 471 | 1,737 | | Other Gains and Losses | 2,300 | (2,139) | | Selling and Distribution Expenses | (74,877) | (125,812) | | Administrative Expenses | (9,370) | (17,016) | | Finance Costs | (2,474) | (4,127) | | Loss Before Tax | (18,209) | (28,388) | | Income Tax Expense | (44) | (1,015) | | Loss for the Period | (18,253) | (29,403) | | Loss for the Period Attributable to Owners of the Company | (18,248) | (29,438) | | Basic and Diluted Loss Per Share | RMB(0.80) cents | RMB(1.35) cents | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, both non-current and current assets of the Group decreased, leading to a reduction in total assets; while current liabilities slightly decreased, net current liabilities and net total liabilities remained negative, indicating liquidity pressure for the Group Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property and Equipment | 14,125 | 17,215 | | Right-of-use Assets | 40,679 | 50,871 | | Intangible Assets | 860 | 965 | | Long-term Lease Deposits | 17,284 | 18,586 | | Deferred Tax Assets | 11,009 | 11,009 | | **Total Non-current Assets** | **83,957** | **98,646** | | **Current Assets** | | | | Inventories | 2,382 | 5,478 | | Trade Receivables | 2,329 | 3,453 | | Prepayments, Deposits and Other Receivables | 18,565 | 16,448 | | Amounts Due from Related Parties | 157 | 3,809 | | Restricted Bank Deposits | 3,638 | 6,224 | | Cash and Cash Equivalents | 1,061 | 3,689 | | **Total Current Assets** | **28,132** | **39,101** | | **Current Liabilities** | | | | Trade Payables | 76,333 | 65,100 | | Other Payables and Accruals | 92,775 | 88,832 | | Borrowings | 10,000 | 21,400 | | Financial Liabilities Measured at Fair Value | 9,453 | 11,898 | | Amounts Due to Related Parties | 23,258 | 23,696 | | Contract Liabilities | 8,320 | 8,952 | | Lease Liabilities | 26,636 | 28,479 | | **Total Current Liabilities** | **246,775** | **248,357** | | **Net Current Liabilities** | **(218,643)** | **(209,256)** | | **Total Assets Less Current Liabilities** | **(134,686)** | **(110,610)** | | **Non-current Liabilities** | | | | Lease Liabilities | 31,225 | 45,324 | | Provision for Restoration | 3,693 | 3,693 | | **Total Non-current Liabilities** | **34,918** | **49,017** | | **Net Liabilities** | **(169,604)** | **(159,627)** | | **Share Capital and Deficit** | | | | Share Capital | 22,511 | 18,393 | | Other Deficits | (193,716) | (179,624) | | Deficit Attributable to Owners of the Company | (171,205) | (161,231) | | Non-controlling Interests | 1,601 | 1,604 | | **Total Deficit** | **(169,604)** | **(159,627)** | [Notes to the Condensed Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section elaborates on the basis of preparation and accounting policies for the condensed consolidated financial statements, providing specific explanations and analyses for key financial items including revenue, operating segments, other income, other gains and losses, finance costs, income tax expense, loss for the period, dividends, loss per share, trade receivables, trade payables, borrowings, share capital, and commitments [Basis of Preparation](index=5&type=section&id=1.%20Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with IAS 34 and the HKEX Listing Rules, based on a going concern assumption; despite significant uncertainties including current liabilities exceeding current assets, total liabilities exceeding total assets, and insufficient cash and cash equivalents, the Board believes the Group will have sufficient liquidity to continue operations through new borrowings, refinancing, new capital, deferred lease payments, and cost controls - The Group faces significant going concern uncertainties, including current liabilities exceeding current assets by approximately **RMB218,643 thousand**, total liabilities exceeding total assets by approximately **RMB169,604 thousand**, and cash and cash equivalents of approximately **RMB1,061 thousand**[8](index=8&type=chunk) - The Board, based on cash flow forecasts and assuming successful negotiation of new borrowings, refinancing, introduction of new capital, deferral of lease payments, and implementation of cost controls, believes the Group can maintain its going concern[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Accounting Policies](index=6&type=section&id=2.%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value; the amendments to IAS 21 'Lack of Exchangeability' were first applied this period, with no significant impact on financial position or performance - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[12](index=12&type=chunk) - The application of the revised IFRS accounting standards during this interim period had no significant impact on the Group's financial position and performance for the current and prior periods, and/or the disclosures in these condensed consolidated financial statements[13](index=13&type=chunk) [Revenue](index=7&type=section&id=3.%20Revenue) The Group's revenue primarily derives from restaurant operations, with restaurant operating revenue of RMB101,784 thousand and packaged food sales revenue of only RMB17 thousand during the reporting period, resulting in a significant year-on-year decrease in total revenue Revenue Breakdown (For the six months ended June 30) | Type of Goods or Services | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Restaurant Operations | 101,784 | 179,637 | | Packaged Food Sales | 17 | 2,742 | | **Total** | **101,801** | **182,379** | [Operating Segments](index=7&type=section&id=4.%20Operating%20Segments) The Group operates as a single reportable segment, 'Shanghai Xiao Nan Guo Holdings Business,' encompassing brands such as Shanghai Xiao Nan Guo, Nan Xiao Guan, and Wolfgang Puck; operations are primarily concentrated in Mainland China and Hong Kong, with Mainland China contributing the vast majority of revenue and non-current assets - The Group operates as a single business unit based on brands and services, with only one reportable segment, the Shanghai Xiao Nan Guo Holdings Business, which includes Shanghai Xiao Nan Guo, Nan Xiao Guan, and Wolfgang Puck[16](index=16&type=chunk)[17](index=17&type=chunk) Geographical Revenue and Non-current Assets (For the six months ended June 30) | Region | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | Non-current Assets as of June 30, 2025 (RMB thousands) | Non-current Assets as of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | People's Republic of China | 98,628 | 157,094 | 55,311 | 66,939 | | Hong Kong | 3,173 | 25,285 | 353 | 2,112 | | **Total** | **101,801** | **182,379** | **55,664** | **69,051** | [Other Income](index=8&type=section&id=5.%20Other%20Income) During the reporting period, the Group's other income significantly decreased from RMB1,737 thousand in the prior year to RMB471 thousand in 2025, primarily due to the absence of management fee income and a reduction in other income Other Income (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Management Fee Income | – | 683 | | Interest Income | 25 | 53 | | Other | 446 | 1,001 | | **Total** | **471** | **1,737** | [Other Gains and Losses](index=8&type=section&id=6.%20Other%20Gains%20and%20Losses) During the reporting period, the Group's other gains and losses shifted from a loss to a gain, primarily driven by gains from early lease termination and disposal of property and equipment, alongside a reduction in fair value losses on financial liabilities Other Gains and Losses (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Exchange Differences | (58) | (3) | | Fair Value Loss on Financial Liabilities Measured at Fair Value | (915) | (5,165) | | Gain on Early Lease Termination | 2,821 | 4,780 | | Gain (Loss) on Disposal of Property and Equipment | 452 | (127) | | Impairment Loss Recognized for Property and Equipment | – | (2,271) | | Gain on Deregistration of Subsidiaries and Branches | – | 189 | | Gain on Disposal of Subsidiaries | – | 458 | | **Total** | **2,300** | **(2,139)** | [Finance Costs](index=8&type=section&id=7.%20Finance%20Costs) During the reporting period, the Group's finance costs significantly decreased year-on-year, primarily due to a reduction in interest on lease liabilities Finance Costs (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest on Bank Loans | 412 | 412 | | Interest on Lease Liabilities | 2,062 | 3,715 | | **Total** | **2,474** | **4,127** | [Income Tax Expense](index=9&type=section&id=8.%20Income%20Tax%20Expense) During the reporting period, the Group's income tax expense significantly decreased, primarily due to a reduction in China corporate income tax; subsidiaries in Hong Kong, the Cayman Islands, and the British Virgin Islands are exempt from income tax Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | China Corporate Income Tax | 44 | 933 | | Deferred Tax | – | 82 | | **Total** | **44** | **1,015** | - Subsidiaries in Hong Kong, the Cayman Islands, and the British Virgin Islands are not subject to taxation[25](index=25&type=chunk)[26](index=26&type=chunk) [Loss for the Period](index=9&type=section&id=9.%20Loss%20for%20the%20Period) During the reporting period, the Group's loss for the period was primarily impacted by inventory costs, depreciation and amortization, and employee benefit expenses Items Deducted in Loss for the Period (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of Inventories Recognized as Expense | 36,060 | 63,410 | | Depreciation of Property and Equipment | 2,934 | 7,032 | | Depreciation of Right-of-use Assets | 14,620 | 25,775 | | Amortization of Intangible Assets | 105 | 413 | | Employee Benefit Expenses | 44,835 | 72,057 | [Dividends](index=9&type=section&id=10.%20Dividends) During the reporting period, the company neither paid, declared, nor proposed any dividends - The Company neither paid, declared, nor proposed any dividends during the interim period, and the Company's directors have decided not to pay dividends for the interim period[28](index=28&type=chunk) [Loss Per Share](index=10&type=section&id=11.%20Loss%20Per%20Share) During the reporting period, basic and diluted loss per share attributable to owners of the company was RMB(0.80) cents, a narrowing from RMB(1.35) cents in the prior year Loss Per Share Calculation Data (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (RMB thousands) | (18,248) | (29,438) | | Weighted Average Number of Ordinary Shares (thousands of shares) | 2,271,719 | 2,183,355 | | **Basic and Diluted Loss Per Share** | **RMB(0.80) cents** | **RMB(1.35) cents** | [Trade Receivables](index=10&type=section&id=12.%20Trade%20Receivables) As of June 30, 2025, net trade receivables amounted to RMB2,329 thousand, a decrease from the end of 2024; the Group primarily settles through cash, credit cards, Alipay, and WeChat, while strictly controlling credit risk Trade Receivables (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade Receivables | 3,309 | 4,434 | | Less: Provision for Credit Losses | (980) | (981) | | **Net Amount** | **2,329** | **3,453** | Ageing Analysis of Trade Receivables (RMB thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 608 | 921 | | 31 to 60 days | 584 | 52 | | 61 to 90 days | 50 | 12 | | Over 90 days | 1,087 | 2,468 | | **Total** | **2,329** | **3,453** | [Trade Payables](index=11&type=section&id=13.%20Trade%20Payables) As of June 30, 2025, trade payables amounted to RMB76,333 thousand, an increase from the end of 2024, with an average credit period of 90 days Trade Payables (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade Payables | 76,333 | 65,100 | Ageing Analysis of Trade Payables (RMB thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 90 days | 30,300 | 34,254 | | 91 to 365 days | 35,970 | 24,111 | | Over one year | 10,063 | 6,735 | | **Total** | **76,333** | **65,100** | [Borrowings](index=11&type=section&id=14.%20Borrowings) During the reporting period, the Group repaid bank loans of RMB11,400 thousand, drew no new loans, and renewed existing bank facilities of RMB5,000 thousand - During this interim period, the Group repaid bank loans of **RMB11,400 thousand**, drew no new loans, and renewed existing bank facilities with a principal amount of **RMB5,000 thousand**[36](index=36&type=chunk) [Share Capital](index=12&type=section&id=15.%20Share%20Capital) As of June 30, 2025, the company's issued and fully paid share capital increased to RMB22,511 thousand, primarily due to the issuance of 442,606 thousand ordinary shares through a placing Changes in Share Capital (RMB thousands) | Item | June 30, 2025 (thousands of shares) | December 31, 2024 (thousands of shares) | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Issued and Fully Paid at Beginning/End of Period | 2,213,031 | 2,213,031 | 18,393 | 18,393 | | Shares Issued under Placing | 442,606 | – | 4,118 | – | | **Issued and Fully Paid at End/Beginning of Period** | **2,655,637** | **2,213,031** | **22,511** | **18,393** | - On June 6, 2025, the company allotted and issued **442,606,000** ordinary shares through a placing, with gross proceeds of **RMB8,248 thousand**, of which **RMB4,118 thousand** was credited to the company's share capital[37](index=37&type=chunk) [Commitments](index=12&type=section&id=16.%20Commitments) As of June 30, 2025, the Group's contracted but unprovided capital commitments primarily relate to capital expenditure for leasehold improvements, amounting to RMB2,978 thousand, a decrease from the end of 2024 Capital Commitments (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Capital Expenditure for Leasehold Improvements | 2,978 | 4,169 | [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business performance and financial position for the reporting period, detailing changes in revenue, costs, expenses, and cash flows, and discusses new share placement, foreign currency risk, capital commitments, human resources, and future development strategies [Business Review](index=13&type=section&id=Business%20Review) During the reporting period, the Group's revenue significantly decreased by 44.2% to RMB101.8 million, primarily due to reduced restaurant business revenue and fewer outlets; as of June 30, 2025, the Group operated 16 restaurants, a decrease of 5 from the prior year - The Group's revenue reached **RMB101.8 million**, a decrease of **RMB80.6 million** or **44.2%** from **RMB182.4 million** in the prior year; gross profit reached **RMB65.7 million**, a decrease of approximately **RMB53.3 million** or **44.7%** from **RMB119.0 million** in the prior year[39](index=39&type=chunk) - As of June 30, 2025, the Group operated **16 restaurants** (15 'Shanghai Xiao Nan Guo', 1 'Nan Xiao Guan'), a reduction from **21** in the prior year; all Hong Kong and other Mainland China brand (Wolfgang Puck) outlets have been closed[39](index=39&type=chunk)[41](index=41&type=chunk)[45](index=45&type=chunk) Revenue and Number of Restaurants by Region and Brand (For the six months ended June 30) | Region/Brand | 2025 Revenue (RMB thousands) | 2025 Number of Restaurants | 2024 Revenue (RMB thousands) | 2024 Number of Restaurants | | :--- | :--- | :--- | :--- | :--- | | Mainland China - Shanghai Xiao Nan Guo | 87,114 | 15 | 135,789 | 16 | | Mainland China - Nan Xiao Guan | 8,322 | 1 | 9,534 | 1 | | Mainland China - Other Brands | 3,175 | 0 | 9,029 | 1 | | Hong Kong - Shanghai Xiao Nan Guo | 3,173 | 0 | 13,671 | 1 | | Hong Kong - Nan Xiao Guan | 0 | 0 | 11,614 | 2 | | **Total Restaurant Business Revenue** | **101,784** | **16** | **179,637** | **21** | | Other Revenue | 17 | - | 2,742 | - | | **Total Revenue** | **101,801** | - | **182,379** | - | [Financial Review](index=14&type=section&id=Financial%20Review) This section provides a detailed analysis of changes in the Group's financial metrics during the reporting period, including revenue, cost of sales, other income, selling and distribution expenses, administrative expenses, other gains and losses, finance costs, income tax expense, and loss for the period, revealing trends of declining revenue, cost control, and narrowing losses [Revenue](index=14&type=section&id=Revenue%20(Financial%20Review)) The Group's total revenue decreased by 44.2% year-on-year to RMB101.8 million, with restaurant business revenue decreasing by 43.3%, primarily due to lower comparable restaurant sales and fewer outlets - The Group's revenue decreased by **RMB80.6 million** from **RMB182.4 million** for the six months ended June 30, 2024, to **RMB101.8 million** for the six months ended June 30, 2025, a decrease of **44.2%**[42](index=42&type=chunk) - Total restaurant business revenue decreased by **RMB77.8 million** from **RMB179.6 million** for the six months ended June 30, 2024, to **RMB101.8 million** for the six months ended June 30, 2025, a decrease of **43.3%**[43](index=43&type=chunk) - The primary reasons for the revenue decrease include a **RMB23.8 million** reduction in comparable restaurant sales, and a **RMB54.0 million** reduction in revenue due to fewer outlets and temporary closures for renovation[46](index=46&type=chunk) [Cost of Sales](index=14&type=section&id=Cost%20of%20Sales) Cost of sales decreased by 43.1% year-on-year to RMB36.1 million, but the percentage of cost of sales to revenue slightly increased to 35.4% - Cost of sales decreased by **RMB27.3 million** from **RMB63.4 million** for the six months ended June 30, 2024, to **RMB36.1 million** for the six months ended June 30, 2025, a decrease of **43.1%**[44](index=44&type=chunk) - The percentage of cost of sales to revenue slightly increased from **34.8%** for the six months ended June 30, 2024, to **35.4%** for the six months ended June 30, 2025[44](index=44&type=chunk) [Other Income](index=15&type=section&id=Other%20Income%20(Financial%20Review)) Other income decreased by RMB1.2 million year-on-year to RMB0.5 million - Other income decreased by **RMB1.2 million** from **RMB1.7 million** for the six months ended June 30, 2024, to **RMB0.5 million** for the six months ended June 30, 2025[47](index=47&type=chunk) [Selling and Distribution Expenses](index=15&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased by 40.5% year-on-year to RMB74.9 million, with both labor expenses and rental and property expenses declining, though their percentage of revenue increased; depreciation expense decreased by 46.0% year-on-year, with its percentage of revenue slightly decreasing - Selling and distribution expenses decreased by **RMB50.9 million** from **RMB125.8 million** for the six months ended June 30, 2024, to **RMB74.9 million** for the six months ended June 30, 2025, a decrease of **40.5%**[48](index=48&type=chunk) - Labor expenses decreased by **RMB25.6 million** from **RMB65.1 million** for the six months ended June 30, 2024, to **RMB39.5 million**; labor costs as a percentage of revenue increased from **35.7%** to **38.8%**[48](index=48&type=chunk) - Depreciation expense decreased by **RMB14.8 million** from **RMB32.2 million** for the six months ended June 30, 2024, to **RMB17.4 million**, a decrease of **46.0%**; depreciation expense as a percentage of revenue decreased from **17.7%** to **17.1%**[49](index=49&type=chunk) [Administrative Expenses](index=15&type=section&id=Administrative%20Expenses) Administrative expenses decreased by 44.7% year-on-year to RMB9.4 million - Administrative expenses decreased by **RMB7.6 million** from **RMB17.0 million** for the six months ended June 30, 2024, to **RMB9.4 million** for the six months ended June 30, 2025, a decrease of **44.7%**[50](index=50&type=chunk) [Other Gains and Losses](index=15&type=section&id=Other%20Gains%20and%20Losses%20(Financial%20Review)) Other gains and losses shifted from a loss to a gain of RMB2.3 million, primarily comprising gains from disposal of property and equipment, early lease termination, and fair value losses on financial liabilities - For the six months ended June 30, 2025, other gains and losses amounted to a gain of **RMB2.3 million**, primarily including a gain of **RMB0.5 million** from disposal of property and equipment, a gain of **RMB2.8 million** from early lease termination, and a fair value loss of **RMB0.9 million** on financial liabilities measured at fair value[51](index=51&type=chunk) [Finance Costs](index=15&type=section&id=Finance%20Costs%20(Financial%20Review)) Finance costs decreased by RMB1.7 million year-on-year to RMB2.5 million - For the six months ended June 30, 2025, finance costs were **RMB2.5 million**, a decrease of **RMB1.7 million** from the prior year[52](index=52&type=chunk) [Income Tax Expense](index=16&type=section&id=Income%20Tax%20Expense%20(Financial%20Review)) Income tax expense significantly decreased by RMB0.96 million year-on-year to RMB0.04 million - Income tax expense decreased by **RMB0.96 million** from **RMB1.0 million** for the six months ended June 30, 2024, to **RMB0.04 million** for the six months ended June 30, 2025[53](index=53&type=chunk) [Loss for the Period](index=16&type=section&id=Loss%20for%20the%20Period%20(Financial%20Review)) Loss for the period decreased by RMB11.1 million year-on-year to RMB18.3 million, but the net loss margin increased from 16.1% to 17.9% - The Group's loss for the reporting period decreased by **RMB11.1 million** from **RMB29.4 million** for the six months ended June 30, 2024, to **RMB18.3 million** for the six months ended June 30, 2025[54](index=54&type=chunk) - The net loss margin increased from **16.1%** for the six months ended June 30, 2024, to **17.9%** for the six months ended June 30, 2025[54](index=54&type=chunk) [Dividends Payable](index=16&type=section&id=Dividends%20Payable) As of June 30, 2025, the company had no outstanding dividends payable - As of June 30, 2025, there were no outstanding dividends payable[55](index=55&type=chunk) [Liquidity, Capital Resources and Cash Flows](index=16&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Cash%20Flows) The Group primarily meets its funding needs through bank borrowings and operating cash inflows; as of June 30, 2025, borrowings were RMB10.0 million, with a gearing ratio of 449.9%; net cash inflow from operating activities decreased year-on-year, and cash and cash equivalents significantly declined at period-end - As of June 30, 2025, the Group's borrowings amounted to **RMB10.0 million**, with a gearing ratio of **449.9%**[56](index=56&type=chunk) Condensed Consolidated Cash Flows (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 17,341 | 22,637 | | Net Cash from (Used in) Investing Activities | 7,262 | (7,877) | | Net Cash Used in Financing Activities | (27,355) | (26,137) | | Net Decrease in Cash and Cash Equivalents | (2,752) | (11,377) | | Cash and Cash Equivalents at Beginning of Period | 3,689 | 20,658 | | Effect of Foreign Exchange Rate Changes | 124 | (839) | | Cash and Cash Equivalents at End of Period | 1,061 | 8,442 | [Operating Activities](index=17&type=section&id=Operating%20Activities) Net cash inflow from operating activities decreased by RMB5.3 million year-on-year to RMB17.3 million - Net cash inflow from operating activities decreased by **RMB5.3 million** from **RMB22.6 million** for the six months ended June 30, 2024, to **RMB17.3 million** for the six months ended June 30, 2025[58](index=58&type=chunk) [Investing Activities](index=17&type=section&id=Investing%20Activities) Investing activities shifted from a net cash outflow in the prior year to a net cash inflow of RMB7.3 million - For the six months ended June 30, 2025, net cash from investing activities was **RMB7.3 million**, compared to a net cash used in investing activities of **RMB7.9 million** in the prior year[59](index=59&type=chunk) [Financing Activities](index=17&type=section&id=Financing%20Activities) Net cash used in financing activities increased year-on-year to RMB27.4 million, primarily for repayment of bank loans, lease liabilities, and financial liabilities, while also receiving some funds from new share issuance - Net cash used in financing activities increased from **RMB26.1 million** for the six months ended June 30, 2024, to **RMB27.4 million** for the six months ended June 30, 2025[60](index=60&type=chunk) - During the reporting period, the Group received **RMB8.1 million** from the issuance of new shares, repaid bank loans of **RMB11.4 million**, lease liabilities of **RMB17.8 million**, and financial liabilities measured at fair value of **RMB4.5 million**[60](index=60&type=chunk) [Placing of New Shares Under General Mandate](index=17&type=section&id=Placing%20of%20New%20Shares%20Under%20General%20Mandate) On June 6, 2025, the company completed the placing of 442,606,000 ordinary shares at a placing price of HK$0.02 per share, with net proceeds of approximately HK$8.7 million fully utilized for the Group's general working capital - The placing was completed on June 6, 2025, with a total of **442,606,000** placing shares at a placing price of **HK$0.02** per ordinary share[61](index=61&type=chunk) - After deducting placing commissions and other related expenses, the net proceeds from the placing were approximately **HK$8.7 million**, which have been fully utilized for the Group's general working capital[61](index=61&type=chunk) [Foreign Currency Risk](index=17&type=section&id=Foreign%20Currency%20Risk) The Group faces minimal foreign exchange risk as its operating activities, including revenue and expenses, are not denominated in currencies different from the functional currency of its subsidiaries - The Group undertakes minimal foreign exchange risk as its operating activities (where revenue or expenses are denominated in a currency different from the functional currency of the Group's relevant subsidiaries) do not involve purchases denominated in currencies other than the functional currency of the relevant subsidiaries[62](index=62&type=chunk) [Capital Commitments](index=18&type=section&id=Capital%20Commitments) As of June 30, 2025, capital commitments were approximately RMB3.0 million, a decrease from RMB4.2 million at the end of 2024 - As of June 30, 2025, capital commitments were approximately **RMB3.0 million**, a decrease from **RMB4.2 million** as of December 31, 2024[63](index=63&type=chunk) [Pledge of Group Assets](index=18&type=section&id=Pledge%20of%20Group%20Assets) As of June 30, 2025, the Group had no pledged assets - As of June 30, 2025, the Group had no pledged assets[64](index=64&type=chunk) [Material Investment Matters](index=18&type=section&id=Material%20Investment%20Matters) During the reporting period, the Group did not undertake any material investment matters - For the six months ended June 30, 2025, the Group did not undertake any material investment matters[65](index=65&type=chunk) [Material Acquisitions and Disposals](index=18&type=section&id=Material%20Acquisitions%20and%20Disposals) During the reporting period, there were no material acquisitions or disposals by the Group, its subsidiaries, or associated companies - For the six months ended June 30, 2025, there were no material acquisitions or disposals by the Group, its subsidiaries, or associated companies[66](index=66&type=chunk) [Human Resources](index=18&type=section&id=Human%20Resources) As of June 30, 2025, the Group had approximately 181 employees, continuing its employment structure combining full-time staff, hourly workers, and trainees, while implementing incentive and assessment policies; total employee costs decreased year-on-year, but their proportion to revenue increased - As of June 30, 2025, the Group had approximately **181 employees** in Mainland China and Hong Kong[67](index=67&type=chunk) - In 2025, the Group continued to utilize a multi-dimensional employment structure of full-time employees, hourly workers, and trainees, established long-term cooperation plans with several domestic institutions, and continued to implement various established incentive and assessment policies[67](index=67&type=chunk) - For the six months ended June 30, 2025, total employee costs were **RMB44.8 million**, representing **44.0%** of revenue, a decrease from **RMB72.1 million** for the six months ended June 30, 2024[67](index=67&type=chunk) [Future Outlook](index=18&type=section&id=Future%20Outlook) Facing intense competition and evolving consumer demands in the catering industry, the Group plans to transform 'Shanghai Xiao Nan Guo' into a 'lifestyle brand centered on classic Benbang cuisine' by renovating existing stores, incorporating Haipai culture, refining signature dishes, developing new menu items, and designing set menus and service processes for various occasions - The catering industry faces fierce market competition, with consumers not only seeking delicious food but also emphasizing dining environment, social attributes, cultural identity, 'check-in' sharing experiences, and increasingly, price[68](index=68&type=chunk) - The Group plans to renovate existing stores in the future, designing them to be more modern and brighter, incorporating Haipai cultural elements, and enhancing social and 'check-in' attributes to attract a broader customer base[68](index=68&type=chunk) - The Group will retain and refine signature dishes while developing new menu items that align with modern health concepts and tastes, and design set menus and service processes for various occasions such as family gatherings, business banquets, and casual friend meetups[68](index=68&type=chunk) - The future of 'Shanghai Xiao Nan Guo' should be transformed into a 'lifestyle brand centered on classic Benbang cuisine'[69](index=69&type=chunk) [Other Information](index=19&type=section&id=Other%20Information) This section covers post-reporting period material events, interim dividend decisions, compliance with corporate governance code, standard code for directors' securities transactions, trading of the company's listed securities, interim results review, and publication of interim report, among other corporate governance and disclosure-related matters [Events After the Reporting Period](index=19&type=section&id=Events%20After%20the%20Reporting%20Period) From June 30, 2025, up to the date of this announcement, the Group had no material events - From June 30, 2025, up to the date of this announcement, the Group had no material events[70](index=70&type=chunk) [Interim Dividend](index=19&type=section&id=Interim%20Dividend) The Board resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025[71](index=71&type=chunk) [Compliance with Corporate Governance Code](index=19&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company is committed to maintaining high standards of corporate governance, has adopted the Corporate Governance Code set out in Appendix C1 Part 2 of the HKEX Listing Rules, and has complied with it throughout the reporting period - The Company is committed to maintaining high standards of corporate governance to safeguard shareholders' interests and enhance corporate value and accountability[72](index=72&type=chunk) - The Company has adopted the Corporate Governance Code set out in Appendix C1 Part 2 of the HKEX Listing Rules as its own corporate governance code, and for the six months ended June 30, 2025, the Company has complied with the applicable code provisions within the Corporate Governance Code[74](index=74&type=chunk) - The Group is committed to becoming a leader in the catering chain industry in Mainland China and Hong Kong, and strives to contribute to its employees, customers, shareholders, society, and the environment in a lawful, ethical, and responsible manner[73](index=73&type=chunk) [Standard Code for Securities Transactions by Directors](index=19&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules, and all directors confirmed their compliance with the code throughout the reporting period - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all directors have confirmed their compliance with the required standards for dealing throughout the reporting period[75](index=75&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=20&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[76](index=76&type=chunk) [Review of Interim Results](index=20&type=section&id=Review%20of%20Interim%20Results) The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial statements and this announcement for the six months ended June 30, 2025, and is of the opinion that applicable accounting policies have been adopted, relevant Listing Rules complied with, and adequate disclosures made - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial statements and this announcement for the six months ended June 30, 2025; the Audit Committee is of the opinion that in preparing the relevant financial results, applicable accounting policies have been adopted, relevant Listing Rules complied with, and adequate disclosures made[77](index=77&type=chunk) [Publication of Interim Report](index=20&type=section&id=Publication%20of%20Interim%20Report) This interim results announcement has been published on the HKEX website and the company's website; the interim report will be dispatched to shareholders and posted on the aforementioned websites in due course - This interim results announcement has been published on the HKEX website and the company's website; the company's interim report for the reporting period, containing all information required by the Listing Rules, will be dispatched to relevant shareholders and posted on the aforementioned websites in due course[78](index=78&type=chunk) [Acknowledgements](index=20&type=section&id=Acknowledgements) The Board extends its sincere gratitude to shareholders, management team, employees, and business partners for their support and contributions to the Group - The Board hereby expresses its sincere gratitude to the shareholders, management team, employees, and business partners for their support and contributions to the Group[79](index=79&type=chunk)

Key Points - As of August 22, 108 stocks reached their 52-week highs, with Yicheng Group (08365), Shanghai Xiaonan Guo (03666), and Cybernaut International Holdings (01020) leading the high rate at 32.77%, 31.11%, and 20.16% respectively [1] - The closing prices for the top three stocks were 1.580, 0.051, and 0.155 respectively, indicating significant upward movement in their stock prices [1] - Other notable stocks that reached new highs include VALA (02051) at 18.87% and CTR Holdings (01416) at 16.52% [1] 52-Week High Rankings - The top three stocks with the highest increase rates were Yicheng Group (08365) at 32.77%, Shanghai Xiaonan Guo (03666) at 31.11%, and Cybernaut International Holdings (01020) at 20.16% [1] - The closing prices for these stocks were significantly higher than their previous values, indicating strong market performance [1] - The overall trend shows a positive sentiment in the market with many stocks achieving new highs [1] Additional Stocks Reaching New Highs - VALA (02051) reached a high of 0.630, marking an 18.87% increase, while CTR Holdings (01416) closed at 0.134, a 16.52% increase [1] - Other stocks such as Huaxing Capital Holdings (01911) and Huahong Semiconductor (01347) also showed positive performance with increases of 9.11% and 8.85% respectively [1]

Group 1 - The company Shanghai Xiao Nan Guo (03666.HK) announced a board meeting scheduled for August 29, 2025 [1] - The purpose of the meeting is to approve the interim results for the six months ending June 30, 2025, for the company and its subsidiaries [1]

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） 董事會會議通告 上海小南国控股有限公司（「本公司」）董事會（「董事會」）謹 此 宣 佈，本 公 司 將 於 二零二五年八月二十九日（星 期 五）舉 行 董 事 會 會 議，藉 以（其 中 包 括）批准本公 司 及 其 附 屬 公 司 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 及 其 發 佈。 承董事會命 上海小南国控股有限公司 主 席 顧桐山 中 華 人 民 共 和 國，上 海，二 零 二 五 年 八 月 十 九 日 於 本 公 告 日 期，執 行 董 事 為 顧 桐 山 先 生；非 執 行 董 事 為 顧 莉 娜 女 士；及 獨 立 ...

致：香港交易及結算所有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 公司名稱: 上海小南国控股有限公司 呈交日期: 2025年8月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 03666 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本 ...

（於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：3666） 季度更新公告 茲提述上海小南国控股有限公司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）日 期為二零二五年三月三十一日的截至二零二四年十二月三十一日止年度的年 報（「年 報」）。本 公 告 旨 在 提 供 本 公 司 解 決 持 續 經 營 問 題 的 季 度 最 新 進 展。 誠 如 年 報 所 披 露，鑒 於 持 續 經 營 存 在 重 大 不 確 定 性，本 公 司 核 數 師 不 就 本 公 司 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 的 綜 合 財 務 報 表 發 表 意 見。 誠 如 年 報 所 披 露，本 集 團 已 採 取 計 劃 及 措 施 以 減 輕 其 流 動 資 金 壓 力 及 改 善 其 財 務 狀 況，包 括 尋 求 新 的 借 款 來 源、為 現 有 融 資 再 融 資、向 投 資 者 尋 求 新 資 金 來 源、延 期 償 還 未 償 還 租 賃 款 項，以 及 對 行 政 及 經 營 成 本 實 施 控 制。 於年報日期（即 二 零 二 五 年 ...

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].

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]