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1、小菜園母親的味道！Stock Code:0999(Incorporated in the Cayman Islands with limited liability)小菜園國際控股有限公司Xiaocaiyuan International Holding Ltd.2024Annual ReportCONTENTSHonors and Awards2Corporate Information3Financial Summary5Chairmans Statement6Management Discussion and Analysis8Biographies of Directors and S
2、enior Management19Corporate Governance Report26Directors Report44Environmental,Social and Governance Report57Independent Auditors Report92Consolidated Statement of Profit or Loss97Consolidated Statement of Profit or Loss and Other Comprehensive Income98Consolidated Statement of Financial Position99C
3、onsolidated Statement of Changes in Equity101Consolidated Cash Flow Statement103Notes to the Financial Statements105Definitions173Xiaocaiyuan International Holding Ltd.2024 Annual Report2 HONORS AND AWARDSAs a testament to the popular appeal of our brands and the quality of the dining experiences wi
4、th us,we have received various honors and awards.The table below sets forth our major honors and awards received for the year.Honors and AwardsIssuing AuthorityBrands Listed on Meituans Must-Order List for 2024 (2024年美團必點榜上榜品牌)Meituan and Meituan Waimai2024 Consumer Sector Impact Franchise Award in
5、the 2024 Forbes China Consumer Sector Annual Selection (福布斯中國 2024 大消費年度影響力連鎖品牌)Forbes China Group(福布斯中國集團)Outstanding Contribution to the Governing Body (第六屆突出貢獻理事單位)China Hospitality Association(中國飯店協會)Top 100 Restaurant Brands for 2024(2024年度餐飲品牌力百強)The Sixth Chinese Restaurants Red Eagle Award R
6、eview CommitteeBreakthrough Brand for Catering Operation in Central China (華中餐飲經營突破品牌)Douyin Life Services NKABreakthrough Brand for Catering Operation in Central ChinaTop 100 Restaurant Brands for 2024Xiaocaiyuan International Holding Ltd.2024 Annual Report3 CORPORATE INFORMATIONDIRECTORSExecutive
7、DirectorsMr.Wang Shugao(Chairman and general manager)Mr.Li DaoqingMr.Tian ChunyongMr.Zhou BinMs.Wang WeifangMr.Tao XuanNon-executive DirectorsMs.Zhu Xuejing(appointed on March 7,2025)Mr.Law Wing Cheung Ryan (resigned on March 7,2025)Independent Non-executive DirectorsMr.Qian MingxingMr.Zhu NanjunMr.
8、Zeng XiaosongMs.Fang XuanJOINT COMPANY SECRETARIESMs.She MingzhuMs.Au Wing Han(ACG)AUTHORIZED REPRESENTATIVESMr.Li DaoqingMs.She MingzhuAUDIT COMMITTEEMr.Zhu Nanjun(Chairman)Mr.Qian MingxingMs.Fang XuanREMUNERATION COMMITTEEMs.Fang Xuan(Chairlady)Mr.Wang ShugaoMr.Zeng XiaosongNOMINATION COMMITTEEMr.
9、Wang Shugao(Chairman)Mr.Qian MingxingMr.Zhu NanjunHONG KONG SHARE REGISTRARTricor Investor Services Limited17/F,Far East Finance Centre16 Harcourt RoadHong KongCAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEHarneys Fiduciary(Cayman)Limited4th Floor,Harbour Place103 South Church StreetP.
10、O.Box 10240Grand Cayman KY1-1002Cayman IslandsREGISTERED OFFICE4th Floor,Harbour Place103 South Church StreetP.O.Box 10240Grand Cayman KY1-1002Cayman IslandsHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN CHINANo.803,Building 2-B4 and B5Big Dipper City,Tongguan DistrictTongling,Anhui ProvincePRCXiaoc
11、aiyuan International Holding Ltd.2024 Annual Report4 CORPORATE INFORMATIONPRINCIPAL PLACE OF BUSINESS IN HONG KONGUnit 15-60,Level 15,Lee Garden Two28 Yun Ping Road,Causeway BayHong KongPRINCIPAL BANKERSIndustrial and Commercial Bank of China LimitedTongling Shicheng Road BranchNo.56 Shicheng RoadTo
12、ngguan DistrictTongling,Anhui ProvincePRCChina Merchants Bank Co.,Ltd.Nanjing Branch Operation DepartmentChina Merchants Bank Tower,No.199 Lushan RoadJianye DistrictNanjing,Jiangsu ProvincePRCAgricultural Bank of China LimitedTongling Tongdu BranchNo.2755,2761 Changjiang West RoadTongguan DistrictTo
13、ngling,Anhui ProvincePRCLEGAL ADVISORS TO THE COMPANYAs to Hong Kong law:Clifford Chance27/F,Jardine HouseOne Connaught PlaceCentralHong KongAs to PRC law:Tian Yuan Law Firm509,Tower A,International Enterprise Building35 Financial StreetXicheng District,BeijingPRCAs to Cayman Islands law:Harney West
14、wood&Riegels3501,The Center99 Queens Road CentralHong KongCOMPLIANCE ADVISERAltus Capital Limited21 Wing Wo StreetCentralHong KongAUDITORKPMGCertified Public Accountants8/F,Princes Building10 Chater Road,CentralHong KongCOMPANYS WEBSITESTOCK CODE0999Xiaocaiyuan International Holding Ltd.2024 Annual
15、Report5 FINANCIAL SUMMARYSet out below is a summary of the results,assets and liabilities of the Group for the historical four financial years1:RESULTSFor the year ended December 31,2024202320222021(RMB000)(RMB000)(RMB000)(RMB000)Revenue5,209,8744,549,4153,213,4202,645,773Profit before taxation771,2
16、54744,119349,775309,046Income tax(190,632)(212,060)(112,201)(81,927)Profit for the year580,622532,059237,574227,119Attributable to:Equity shareholders of the Company580,622532,059237,574227,119Total comprehensive income for the year585,417530,876237,604227,116Basic earnings per share(RMB)0.560.53N/A
17、N/ADiluted earnings per share(RMB)0.560.53N/AN/AASSETS AND LIABILITIESAs at December 31,2024202320222021(RMB000)(RMB000)(RMB000)(RMB000)Total assets3,587,9002,340,0771,303,1361,199,927Total liabilities1,222,4851,716,985978,2461,097,421Net assets2,365,415623,092324,890102,5061 The Company was listed
18、on the Main Board of the Stock Exchange on December 20,2024.Xiaocaiyuan International Holding Ltd.2024 Annual Report6 CHAIRMANS STATEMENTTo all Shareholders and partners,On behalf of the Board of Directors of Xiaocaiyuan International Holding Ltd.,I am pleased to present the Companys performance for
19、 the year ended December 31,2024,and extend heartfelt gratitude to the Shareholders,customers,partners and employees for their unwavering support over the years.Reflecting on the past year,Xiaocaiyuan has made solid progress in both expanding its scale and deepening its market engagement.In the year
20、,we successfully opened 150 new restaurants,bringing our total number to over 673 across 14 provinces nationwide.Importantly,39%of these new restaurants are located in lower-tier markets(third-tier and below),further confirming our viability and strategic vision in these areas.From a financial persp
21、ective,we achieved impressive growth in both operating revenue and profit.Our annual operating revenue reached RMB5,210 million,representing a year-on-year increase of 14.5%.Specifically,the revenue from dine-in business accounted for 61.3%,and the revenue from delivery and new retail businesses con
22、stituted 38.7%.This diversified revenue structure has significantly strengthened our ability to withstand risks.Our net profit reached RMB580 million,with a net profit margin maintained at over 11%,bolstered by a steady increase in the contribution from core dining business.This result can be attrib
23、uted to the prudent cost management by our Board of Directors,as well as the effective management of our team,supply chain optimization,and the realization of economies of scale.Given the global inflation pressure and fluctuations in the local consumer market,the Company has laid a solid foundation
24、for long-term growth through the upgrading of digital management systems and a commitment to exceptional cost-performance.Looking ahead,Xiaocaiyuan is set to accelerate its expansion in three core areas:globalization,digitalization,and sustainability.Regarding globalization,the board of directors ha
25、s approved the overseas market expansion strategy for the next three years,with the first phase focusing on Southeast Asia.We plan to open 1-2 overseas restaurants in 2025 and establish partnerships with local quality supply chain partners to explore innovative models for the internationalization of
26、 Chinese cuisine.In the realm of technological innovation,we will deepen the application of smart kitchen systems and artificial intelligence(AI)customer data analysis platforms.In 2025,we will increase the research and development budget and investment in information technology infrastructure to en
27、hance operational efficiency and food safety control capabilities.Xiaocaiyuan International Holding Ltd.2024 Annual Report7 CHAIRMANS STATEMENTIn terms of corporate governance and social responsibility,we have consistently adhered to compliance standards.In 2024,multiple training sessions for direct
28、ors were conducted,and an Environmental,Social and Governance(ESG)task force was established to strengthen ESG training and promotion within the Company.Professional third-party organizations were engaged to provide training for key personnel.On sustainability,we promote a reduction in carbon emissi
29、on intensity through the Green Kitchen Program.For social responsibility,we have donated a total of RMB5.13 million(charitable donations).We provide standardized training for employees and enhance the remuneration and benefit system to ensure a safe and healthy working environment for employees.Addi
30、tionally,we actively participate in social welfare catering services and campaigns against food waste.Concerning Shareholder returns,the Board of Directors proposes a final dividend of RMB0.3187 per share for the year ended December 31,2024,with the annual dividend distribution accounting for 64.6%o
31、f net profit.The specific plan will be submitted to the general meeting for consideration.We understand that stable performance growth and reasonable shareholder returns are the foundations of sustainable corporate development.Moving forward,we will continue to optimize our capital structure while b
32、alancing reinvestment needs and shareholder equity.Looking ahead,despite the ongoing uncertainties in the global economy,the Board of Directors is confident in the Groups strategy of pursuing steady progress.We will continue to optimize our capital structure,abide by the regulatory requirements of t
33、he Stock Exchange,and create long-term value for Shareholders through transparent and efficient management.Thank you!Wang ShugaoChairmanXiaocaiyuan International Holding Ltd.Hong Kong,March 26,2025Xiaocaiyuan International Holding Ltd.2024 Annual Report8 MANAGEMENT DISCUSSION AND ANALYSISIndustry Re
34、viewChinas economic and social landscapes are experiencing complex and significant transformations.Firstly,the per capita disposable income of urban households remains stable growth but at a slower rate,fueling a growing demand for mass Chinese cuisine.Secondly,the mass Chinese cuisine market is fur
35、ther propelled by urbanization in China.Thirdly,substantial changes in the demographic structure also transform the development of the catering industry in China,in particular stimulating the growth of the sub-segment with average spending per consumer below RMB100.As a result,the dynamic and evolvi
36、ng mass Chinese cuisine market accommodates the persistent and increasing demand of the vast consumer base for affordable dining experiences,demonstrating its immense size and growth potential.Given the long-term established leadership of our Xiaocaiyuan brand in the mass Chinese cuisine market with
37、 average spending per consumer between RMB50 and RMB100,coupled with our expansion into the sub-segment with average spending per consumer below RMB50,we believe that the present market dynamics and future growth prospects present favorable external conditions and opportunities for our continued dev
38、elopment.Business ReviewWe are one of the renowned self-operated chain restaurants in Chinas mass Chinese cuisine market.Capitalizing on our deep comprehension of Chinas evolving catering industry,the anticipated modernization and industrialization in the industry,and the inherent consumer demand,we
39、 strategically ventured into the growing mass Chinese cuisine sector.Since our establishment in 2013,we have been striving to offer consumers home-style flavor dishes and attentive services at affordable prices.We aspire to establish our Xiaocaiyuan restaurants as the“home kitchen”widely acknowledge
40、d by Chinese consumers.RevenueWe mainly generated revenue from restaurant operations and delivery business.The following table sets out a breakdown of our revenue by business line for the periods indicated:For the year ended December 31,20242023RMB000%RMB000%Restaurant operations3,191,55461.33,051,0
41、9467.1Delivery business2,004,76638.51,491,35432.8Others13,5540.26,9670.1Total5,209,874100.04,549,415100.0The Groups revenue increased by 14.5%from RMB4,549.4 million in 2023 to RMB5,209.9 million in 2024,primarily reflecting an increase of RMB140.5 million in our restaurant operations and an increas
42、e of RMB513.4 million in our delivery business.Xiaocaiyuan International Holding Ltd.2024 Annual Report9 MANAGEMENT DISCUSSION AND ANALYSISRestaurant OperationsRevenue from our restaurant operations increased by 4.6%from RMB3,051.1 million in 2023 to RMB3,191.6 million in 2024,primarily due to an in
43、crease in the number of restaurants in operation,we had 667 Xiaocaiyuan restaurants in operation as of December 31,2024 as compared to 536 Xiaocaiyuan restaurants as of December 31,2023.Delivery BusinessRevenue from our delivery business increased by 34.4%from RMB1,491.4 million in 2023 to RMB2,004.
44、8 million in 2024,primarily due to an increase in the number of our delivery orders of our Xiaocaiyuan restaurants from 18.9 million in 2023 to 29.0 million in 2024,attributable to(i)an increase in the number of restaurants which offered delivery service aligned with the expansion of our restaurant
45、network,and(ii)our increased appeal in online food delivery platforms.Key Performance IndicatorsThe following table sets forth the distribution of the number and revenue of our Xiaocaiyuan restaurants across different tiers of cities in China as of the dates and for the periods indicated:For the yea
46、r ended December 31,2024(1)2023Number of restaurantsTotal revenue(RMB in thousands)%Number of restaurantsTotal revenue(RMB in thousands)%First-tier cities106929,89918.084756,58016.8New first-tier cities1891,525,47729.61491,296,08128.8Second-tier cities81630,82512.261532,86111.8Third-tier cities and
47、below (including county-level cities and counties)2912,071,96640.22421,922,44642.6Total6675,158,167100.05364,507,968100.0Note:(1)There were transformations of Xiaocaiyuan restaurants from Fuxinglou restaurants in June 2024(initially opened in December 2020).Xiaocaiyuan International Holding Ltd.2024
48、 Annual Report10 MANAGEMENT DISCUSSION AND ANALYSISWe use a number of financial and operating indicators to evaluate the performance of our Xiaocaiyuan restaurants.The following table sets forth certain key performance indicators of our Xiaocaiyuan restaurants during the periods indicated:For the ye
49、ar ended December 31,2024(1)2023Average spending per dine-in customer(2)(RMB)First-tier cities61.166.3New first-tier cities59.167.2Second-tier cities59.966.6Third-tier cities and below (including county-level cities and counties)58.463.4Total59.265.2Table turnover rate(3)First-tier cities3.13.4New f
50、irst-tier cities3.03.4Second-tier cities3.23.4Third-tier cities and below (including county-level cities and counties)2.83.0Overall3.03.2Notes:(1)There were transformations of Xiaocaiyuan restaurants from Fuxinglou restaurants in June 2024(initially opened in December 2020).(2)Average spending per d
51、ine-in customer is calculated by dividing the revenue generated from restaurant operations by total number of dine-in customers served for the period in the same tier cities.(3)Table turnover rate is calculated by dividing the aggregate number of orders placed by dine-in customers by the product of
52、total restaurant operation days and average table count of Xiaocaiyuan restaurants for the period in the same tier cities.Xiaocaiyuan International Holding Ltd.2024 Annual Report11 MANAGEMENT DISCUSSION AND ANALYSISThe following table sets forth certain same store performance indicators for our Xiao
53、caiyuan restaurants during the periods indicated:For the year ended December 31,2024(1)2023Number of same stores(2)First-tier cities57New first-tier cities98Second-tier cities42Third-tier cities and below(including county-level cities and counties)193Total390Same store sales(3)(RMB in thousands)Firs
54、t-tier cities565,031.4652,450.1New first-tier cities922,827.91,098,721.0Second-tier cities406,470.8457,307.3Third-tier cities and below(including county-level cities and counties)1,556,875.21,718,405.9Total3,451,205.33,926,884.3Average same store sales per day(4)(RMB in thousands)First-tier cities27
55、.231.5New first-tier cities26.130.9Second-tier cities26.830.1Third-tier cities and below(including county-level cities and counties)22.124.6Overall24.427.8Same store table turnover rate(5)(times/day)First-tier cities3.03.3New first-tier cities3.03.4Second-tier cities3.33.6Third-tier cities and below
56、(including county-level cities and counties)2.93.1Overall3.03.3Xiaocaiyuan International Holding Ltd.2024 Annual Report12 MANAGEMENT DISCUSSION AND ANALYSISNotes:(1)There were transformations of Xiaocaiyuan restaurants from Fuxinglou restaurants in June 2024(initially opened in December 2020).(2)For
57、 purposes of calculating same store performance,between two periods,we define same stores as those Xiaocaiyuan restaurants that were open for at least 300 days in both 2023 and 2024.(3)Same store sales refer to the aggregate restaurant revenue from our same stores,including revenue generated from re
58、staurant operations and delivery business.(4)Average same store sales per day are calculated by dividing the aggregate restaurant revenue of our same stores,including revenue generated from restaurant operations and delivery business,by the total restaurant operation days of our same stores for the
59、period in the same tier cities.(5)Same store table turnover rate is calculated by dividing the aggregate number of orders placed by dine-in customers at our same stores by the product of total restaurant operation days and average table count of our same stores for the period in the same tier cities
60、.Our same store sales decreased by 12.1%from RMB3,926.9 million in 2023 to RMB3,451.2 million in 2024,primarily due to(i)the base effect as a result of the rapid surge in spendings of consumers in Chinas catering market during the first several months in 2023 following the gradual phasing-out of the
61、 COVID-19 pandemic,which was in line with the spending patterns in other consumer sectors according to Frost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,and(ii)our adjustments to the menu item prices to accommodate the preferences of consumers,demonstrating our long-term commitment to bringing cost-ef
62、fective experience to our customers.Other RevenueOur other revenue decreased by 3.0%from RMB43.8 million in 2023 to RMB42.5 million in 2024,primarily due to the large amount of government grants received in the early stages of recovery from the COVID-19 epidemic in 2023.Raw Materials and Consumables
63、 UsedOur raw materials and consumables used increased by 15.9%from RMB1,433.4 million in 2023 to RMB1,661.0 million in 2024,aligned with our revenue growth in the same period.Our raw materials and consumables used as a percentage of our revenue increased from 31.5%in 2023 to 31.9%in 2024,primarily d
64、ue to the increase in our raw materials and consumables used was larger than the increase in revenue as we proactively adjusted the menu item prices to accommodate the preferences of consumers,demonstrating our long-term commitment to bringing cost-effective experience to our customers.Staff CostsOu
65、r staff costs increased by 6.6%from RMB1,334.2 million in 2023 to RMB1,421.6 million in 2024,primarily due to an increase in the number of our employees due to the expansion of our restaurant network.Our staff costs as a percentage of our revenue continued to optimize,reaching 29.3%in 2023 and 27.3%
66、in 2024.Xiaocaiyuan International Holding Ltd.2024 Annual Report13 MANAGEMENT DISCUSSION AND ANALYSISDepreciation of Right-of-use AssetsOur depreciation of right-of-use assets increased by 30.7%from RMB196.3 million in 2023 to RMB256.5 million in 2024,primarily due to an increase in the number of ou
67、r restaurants in operation.Our depreciation of right-of-use assets as a percentage of our revenue remained relatively stable at 4.3%in 2023 and 4.9%in 2024.Depreciation and Amortization of Other AssetsOur depreciation and amortization of other assets increased by 31.0%from RMB133.9 million in 2023 t
68、o RMB175.5 million in 2024,primarily due to an increase in the number of our restaurants in operation.Our depreciation and amortization of other assets as a percentage of our revenue remained relatively stable at 2.9%in 2023 and 3.4%in 2024.Other Rentals and Related ExpensesOur other rentals and rel
69、ated expenses increased by 59.0%from RMB58.5 million in 2023 to RMB93.1 million in 2024,primarily due to an increase in lease payments for leases with a term of 12 months or less in relation to the expansion of our restaurant network.Utility ExpensesOur utility expenses increased by 23.0%from RMB139
70、.6 million in 2023 to RMB171.8 million in 2024,primarily due to an increase in the number of restaurants in operation.Advertising and Promotion ExpensesOur advertising and promotion expenses increased by 31.4%from RMB48.3 million in 2023 to RMB63.4 million in 2024,primarily due to an increase in pro
71、motional activities on online food delivery platforms in line with the growth of our delivery business.Delivery Service ExpensesOur delivery service expenses increased by 37.6%from RMB257.9 million in 2023 to RMB354.8 million in 2024,which was in line with the increase in revenue generated from our
72、delivery business.Our delivery service expenses as a percentage of our revenue increased from 5.7%in 2023 to 6.8%in 2024,which was in relation to the increase in the revenue generated by our delivery business as a percentage of our total revenue from 32.8%in 2023 to 38.5%in 2024.Other ExpensesOur ot
73、her expenses increased by 29.9%from RMB210.6 million in 2023 to RMB273.5 million in 2024,primarily due to(i)an increase in property management expenses and transportation and related expenses as a result of the expansion of our restaurant network,and(ii)an increase in professional service expenses a
74、nd listing expenses in relation to our Global Offering.Xiaocaiyuan International Holding Ltd.2024 Annual Report14 MANAGEMENT DISCUSSION AND ANALYSISOther Net Income/(Losses)We recorded other net losses of RMB4.9 million in 2023 and recorded other net income of RMB31.1 million in 2024,which was prima
75、rily due to a gain in changes in fair value of the convertible bonds and derivative financial instruments in 2024,partially offset by a loss in changes in carrying amount of the redemption liability in 2024,in relation to the financial instruments issued to Harvest Delicacy in 2023 and 2024.Finance
76、CostsOur finance costs increased by 30.3%from RMB31.6 million in 2023 to RMB41.1 million in 2024,primarily due to an increase in interest on lease liabilities in line with the increase in the number of our leases as a result of the expansion of our restaurant network,partially offset by a decrease i
77、n interest on bank loans from a decrease in our bank loans.Income TaxOur income tax decreased by 10.1%from RMB212.1 million in 2023 to RMB190.6 million in 2024,primarily due to a decrease in our China dividend withholding tax.Our effective tax rate,calculated by dividing our income tax by our profit
78、 before taxation,decreased from 28.5%in 2023 to 24.7%in 2024,primarily due to an increase in profits from our subsidiaries that enjoyed preferential income tax rates in 2024.Profit for the PeriodAs a result of the cumulative effect of the above factors,our profit for the period increased by 9.1%,amo
79、unting to RMB532.1 million in 2023 and RMB580.6 million in 2024.Non-IFRS MeasuresTo supplement our consolidated financial statements,which are presented in accordance with IFRS,we also use adjusted net profit(non-IFRS measure)and adjusted EBITDA(non-IFRS measure)as additional financial measures,whic
80、h are not required by,or presented in accordance with,IFRS.We believe these measures provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management.However,our presentation of adjusted net profi
81、t(non-IFRS measure)and adjusted EBITDA(non-IFRS measure)may not be comparable to similarly titled measures presented by other companies.The use of these non-IFRS measures has limitations as an analytical tool,and you should not consider them in isolation from,or as a substitute for an analysis of,ou
82、r results of operations or financial condition as reported under IFRS.Xiaocaiyuan International Holding Ltd.2024 Annual Report15 MANAGEMENT DISCUSSION AND ANALYSISAdjusted Net Profit(non-IFRS measure)We define adjusted net profit(non-IFRS measure)as net profit for the year adjusted by adding(i)equit
83、y-settled share-based payment expenses,(ii)changes in fair value of the convertible bonds and derivative financial instruments,(iii)changes in carrying amount of the redemption liability and(iv)listing expenses.We then add back(i)income tax,(ii)net finance costs,and(iii)depreciation and amortization
84、 of other assets to derive adjusted EBITDA(non-IFRS measure).The following table sets out a reconciliation from net profit to adjusted net profit(non-IFRS measure)and adjusted EBITDA(non-IFRS measure)for the years indicated:For the year ended December 31,20242023(RMB000)(RMB000)Reconciliation of net
85、 profit to adjusted net profit (non-IFRS measure)and adjusted EBITDA(non-IFRS measure)Net profit580,622532,059Add:Changes in fair value of the convertible bonds and derivative financial instruments(112,233)3,733Changes in carrying amount of the redemption liability80,8891,699Listing expenses36,9118,
86、493Adjusted net profit(non-IFRS measure)586,189545,984Add:Income tax190,632212,060Net finance costs16,49922,532Depreciation and amortization of other assets175,536133,947Adjusted EBITDA(non-IFRS measure)968,856914,523Right-of-use AssetsOur right-of-use assets consisted of the leases for our restaura
87、nts.Our right-of-use assets increased by 13.6%from RMB694.1 million as of December 31,2023 to RMB788.6 million as of December 31,2024,mainly attributed to an increase in the number of restaurants and land acquisition of our new central kitchen in Maanshan in January 2024.InventoriesOur inventories p
88、rimarily consisted of food ingredients,condiment products,beverage and others.Our inventories increased from RMB104.9 million as of December 31,2023 to RMB109.6 million as of December 31,2024,primarily due to the expansion of our restaurant network.Our inventory turnover days(being the average of op
89、ening balance and closing balance of inventory for the year divided by raw materials and consumables used for the relevant year and multiplied by 365 days)decreased from 24.1 days in 2023 to 23.6 days in 2024,primarily due to our enhanced inventory management capabilities.Xiaocaiyuan International H
90、olding Ltd.2024 Annual Report16 MANAGEMENT DISCUSSION AND ANALYSISTrade and Other ReceivablesThe majority of our trade and other receivables were primarily in connection with(i)bills settled through third-party payment platforms such as Alipay or WeChat Pay,and(ii)bills for our delivery business set
91、tled through online food delivery platforms.Our trade and other receivables increased from RMB270.1 million as of December 31,2023 to RMB301.9 million as of December 31,2024,primarily due to the expansion of our restaurant network and growth in delivery business.Our trade receivables turnover days(b
92、eing the average of opening balance and closing balance of trade receivables for the year divided by revenue and multiplied by 365 days)remained relatively stable at 2.4 days in 2023 and 2.3 days in 2024,respectively.Trade and Other PayablesThe majority of our trade and other payables were in connec
93、tion with payables to our suppliers for raw materials and consumables and payables of utility expenses.Our trade and other payables decreased from RMB280.5 million as of December 31,2023 to RMB228.5 million as of December 31,2024,primarily because we accelerated the settlement process with our suppl
94、iers.Our trade payables turnover days(being the average of opening balance and closing balance of trade payables for the year divided by raw materials and consumables used for the relevant year and multiplied by 365 days)decreased from 18.7 days in 2023 to 15.2 days in 2024,primarily due to an incre
95、ase in the procurement of food ingredients through centralized procurement as a percentage of our total procurement during the Reporting Period,which facilitated our settlement process.Liquidity and Capital ResourcesFor the year ended December 31,2024,we had funded our cash requirements principally
96、from equity and debt financing and cash generated from operations.We had cash and cash equivalents of RMB616.7 million for the year ended December 31,2024 as compared to RMB620.2 million for the year ended December 31,2023.We had net cash generated from operating activities of RMB902.9 million for t
97、he year ended December 31,2024 as compared to RMB866.3 million for the year ended December 31,2023.We monitor our cash flows and cash balance on a regular basis and strive to maintain an optimum liquidity that can meet our working capital needs while supporting continuing business expansion.Bank Loa
98、ns and Other BorrowingsAs at December 31,2024,we did not have any outstanding bank loans and other borrowings.Our bank loans were guaranteed by Xiaocaiyuan Catering.All borrowings were denominated in RMB and born interest at fixed rates.The Group did not implement any interest rate hedging policy.Xi
99、aocaiyuan International Holding Ltd.2024 Annual Report17 MANAGEMENT DISCUSSION AND ANALYSISPledged AssetsAs at December 31,2024,the Group did not pledge any of its assets.Contingent LiabilitiesAs at December 31,2024,the Group did not have any contingent liabilities.Gearing RatioOur gearing ratio(cal
100、culated as bank loans and other borrowings divided by total equity and multiplied by 100%)was nil as at December 31,2024 as compared to 8.0%as at December 31,2023,primarily due to a decrease in bank loans and other borrowings to nil.Foreign Exchange Risk and HedgingThe Group operates primarily in Ma
101、inland China with most of the transactions denominated and settled in RMB.The Group is exposed to currency risk which is primarily attributable to financial liabilities that are denominated in a foreign currency,i.e.a currency other than the functional currency of the operations to which the transac
102、tions relate.The Group does not hedge foreign exchange risk,but will closely monitor the situation and take measures when necessary,to ensure that foreign exchange risk is within control.Employee and Remuneration PolicyAs at December 31,2024,the Group had a total of 12,034 full-time employees(Decemb
103、er 31,2023:12,295),most of whom were located in Tongling,Anhui Province,China.For the year ended December 31,2024,the Groups total staff costs(including salaries,wages,allowances and benefits)amounted to RMB1,421.6 million.We recruit our employees from the open market,as well as through internal ref
104、errals.The restaurant manager and our human resources department are responsible for recruiting restaurant frontline staff of that particular restaurant.Our recruitment process usually includes interviews and an evaluation of a candidates qualifications and experiences.We are committed to providing
105、fair and equal opportunities in all of our employment practices and have adopted policies and procedures to ensure a fair hiring,selection and promotion process.As required by regulations of the PRC,we participate in various employee social security plans that are organized by municipal and provinci
106、al governments,including pension insurance,unemployment insurance,maternity insurance,work-related injury insurance,medical insurance and housing funds.For example,for regional managers,their compensation package includes base salary depending on the number of restaurants they manage and a discretio
107、nary bonus depending on the performance of such restaurants.In terms of our key restaurant employees,their compensation packages include base salary and a certain percentage of the profits from their respective restaurants as a discretionary bonus.In particular,for the key restaurant employees who a
108、re engaged to run new restaurants,they are entitled to the discretionary bonus from both the new restaurants and their original restaurants for a certain period.In terms of restaurant frontline staff,their compensation package includes base salary,overtime pay and incentive bonus based on individual
109、 performance.We have developed and implemented a compensation mechanism that considers every task in the restaurant for bonus review,such as the number of signature dishes sold and positive customer reviews received.Xiaocaiyuan International Holding Ltd.2024 Annual Report18 MANAGEMENT DISCUSSION AND
110、 ANALYSISWe hold monthly training programs for newly promoted restaurant managers and head chefs and other outstanding employees,where they share their working experiences and our management reiterates our values,motivating our employees to embrace our values,improve operational skills and develop m
111、anagement competencies for their career advancement.Material Investments,Acquisitions and Disposals of Subsidiaries,Associates and Joint VenturesDuring the period from December 20,2024(the“Listing Date”)up to December 31,2024,the Company did not have any material investments,acquisitions or disposal
112、s of subsidiaries,associates and joint ventures.Future Plans for Material Investments and Capital Asset InvestmentsAs at December 31,2024,save as disclosed in this annual report and the prospectus of the Company(the“Prospectus”),the Group did not have any material investments and capital asset plans
113、.Future OutlookLooking ahead,we will continue to consolidate our leading position in Chinas rapidly growing mass Chinese cuisine sector.We remain committed to our cultural philosophy of“Gratitude,Responsibility,Growth and Win-Win”,providing our customers with an exceptional dining experience and off
114、ering green,healthy and nutritious dishes at affordable prices.Leveraging our modern management system and market acumen,we will continue to harness the growth potential in the market,establishing a substantial competitive advantage and a formidable business stronghold against our rivals in the indu
115、stry.In our future development plan,we will continue to enhance the dining experience of the operational restaurants,by optimizing service capabilities and introducing more value-added services to create greater value for our customers.We will continue to enhance our business intelligence system bas
116、ed on data insight,continue to strengthen and upgrade our supply chain management system,strategically expand our restaurant network,achieving a broader coverage and deeper market penetration,and continue our expansion and exploration in the Chinese cuisine community catering market,striving to buil
117、d ourselves into a world-class chain restaurant group with a modern scientific management system.Xiaocaiyuan International Holding Ltd.2024 Annual Report19 BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENTDIRECTORSExecutive DirectorsMr.Wang Shugao(汪書高),aged 52,the founder of the Group,was appointed as
118、the chairman of the Board,an executive Director and the general manager of the Company in October 2021.Mr.Wang has been serving as the chairman of the board of directors of Xiaocaiyuan Catering since June 2013.Mr.Wang has over 20 years of experience in catering industry.Prior to founding the Group,M
119、r.Wang successively founded Tongling Wang Wang Food Court(銅陵市汪旺美食林),Tongling Suburb Hexie Hotel(銅陵市郊區和諧大酒店)and Tongling Hexie Catering Co.,Ltd.(銅陵市和諧餐飲有限責任公司)in March 2006,May 2007 and December 2010,respectively.Mr.Wang has received multiple prestigious awards and recognitions,named as a vice presid
120、ent by Anhui Enterprise Operation and Management Research Association(安徽省企業經營與管理研究會)in November 2019,awarded as“National Outstanding Entrepreneur in Business”(全國商業優秀企業家)by China Commercial Enterprise Management Association(中國商業企業管理協會)in December 2020,and appointed as a vice president by Anhui Cookin
121、g Association(安徽省烹飪協會)in May 2021.Mr.Wang graduated from Cheung Kong Graduate School of Business(長江商學院)majoring in business administration in Shanghai,the PRC in October 2024.Mr.Wang is the uncle of Ms.Wang Weifang,an executive Director.Xiaocaiyuan International Holding Ltd.2024 Annual Report20 BIOG
122、RAPHIES OF DIRECTORS AND SENIOR MANAGEMENTMr.Li Daoqing(李道慶),aged 47,was appointed as an executive Director in February 2023.Mr.Li has been serving as a director and a vice general manager of Xiaocaiyuan Catering since June 2013.Prior to joining the Group,Mr.Li provided legal service at 148 Legal Se
123、rvice Center,Huashan District,Maanshan City(馬鞍山市花山區148法律服務所)from June 2001 to March 2007,and served as a general manager in Chongqing Yuxi Steel(Group)Co.,Ltd.(重慶市渝西鋼鐵(集團)有限公司)from March 2007 to January 2009 and the director of business department in Chongqing Duma Metal Materials Co.,Ltd.(重慶市度瑪金屬材料
124、有限公司)from January 2009 to July 2012.He has been serving as a deputy to the Peoples Congress of Gulou District,Nanjing,Jiangsu(江蘇省南京市鼓樓區人民代表大會)since December 2021 and a member of Supply Chain Committee of Anhui Catering Industry Association(安徽省餐飲行業協會供應鏈專業委員會)since September 2023.Mr.Li graduated from
125、Anhui University(安徽大學)in Anhui,the PRC with a junior college diploma in economic law in December 2001 and with a bachelor diploma in law in December 2004 respectively.Mr.Tian Chunyong(田春永),aged 50,was appointed as an executive Director in February 2023.Mr.Tian has been serving as a director and a vi
126、ce general manager of Xiaocaiyuan Catering since October 2014.Prior to joining the Group,Mr.Tian served as a general manager in Nanjing Qin Dynasty Waguan Catering Co.,Ltd.(南京秦朝瓦罐餐飲有限公司)from October 2006 to December 2007,Nanjing Yuqin Shangpin Catering Management Co.,Ltd.(南京御秦上品餐飲管理有限公司)from January
127、 2008 to January 2011 and Nanjing Lafei Catering Management Co.,Ltd.(南京辣啡餐飲管理有限公司)from January 2011 to December 2013,respectively.Mr.Tian is currently pursuing his junior colleges degree through long distance learning in The Open University of China(國家開放大學)in Beijing,the PRC.Mr.Zhou Bin(周斌),aged 46,
128、was appointed as an executive Director in February 2023.Mr.Zhou has been serving as a director and a regional general manager of Xiaocaiyuan Catering since June 2013.Mr.Zhou has more than 15 years of experience in catering industry.Prior to joining the Group,Mr.Zhou served as an executive chef in To
129、ngling Hexie Catering Co.,Ltd.(銅陵市和諧餐飲有限責任公司)from December 2010 to March 2013.Mr.Zhou graduated from Zongyang County Laozhou Middle School(樅陽縣老洲中學)in Tongling,Anhui,the PRC in May 1996.He is currently pursuing his junior colleges degree through long distance learning in The Open University of China(
130、國家開放大學)in Beijing,the PRC.Xiaocaiyuan International Holding Ltd.2024 Annual Report21 BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENTMs.Wang Weifang(汪維芳),aged 34,was appointed as an executive Director in February 2023.She has been serving as a director and a regional general manager of the Xiaocaiyuan
131、 Catering since June 2013.Ms.Wang has over 10 years of experience in catering industry.Prior to joining the Group,Ms.Wang worked in Tongling Suburb Hexie Hotel(銅陵市郊區和諧大酒店)from March 2008 to December 2010 with her last position as a manager.She also served as a manager of Tongling Hexie Catering Co.,
132、Ltd.(銅陵市和諧餐飲有限責任公司)from December 2010 to March 2013.Ms.Wang graduated from Tongling Suburb Hongyang Junior Middle School(銅陵市郊區紅陽初級中學)in Tongling,Anhui,the PRC in July 2004.Ms.Wang is the niece of Mr.Wang Shugao,the chairman of the Board and an executive Director.Mr.Tao Xuan(陶旭安),aged 36,was appointe
133、d as an executive Director in February 2023.Mr.Tao has been serving as a director and regional manager of Xiaocaiyuan Catering since June 2013.Mr.Tao has over 10 years of experience in catering industry.Prior to joining the Group,Mr.Tao served as a chef in Tongling Wang Wang Food Court(銅陵市汪旺美食林)from
134、 March 2006 to May 2007.He also served as an executive chef in Tongling Hexie Catering Co.,Ltd.(銅陵市和諧餐飲有限責任公司)from December 2010 to March 2013.Mr.Tao graduated from Tongling County Phoenix Agricultural High School(銅陵縣鳳凰農業中學),currently known as Yian District Phoenix School(義安區鳳凰學校)in Tongling,Anhui,t
135、he PRC in June 2002.He is currently pursuing his junior colleges degree through long distance learning in The Open University of China(國家開放大學)in Beijing,the PRC.Non-executive DirectorMs.Zhu Xuejing(朱雪菁),aged 35,was appointed as a non-executive Director in March 2025.Ms.Zhu has 12 years of experience
136、 in business operation and risk control and compliance in capital market and private equity investment institutions.She previously worked in Beijing Dacheng Law Offices,LLP in 2013,mainly engaging in foreign-invested banking business and foreign direct investment;she previously worked in Beijing Zho
137、ng Lun Law Firm in 2014,mainly engaging in merger and acquisitions of companies,private fund investments,issuance and listing of securities;she has been in Harvest Capital Co.,Ltd.since 2018 and is responsible for the Risk Control and Compliance Department,she participates in daily operation,fundrai
138、sing,investment,management and withdrawal and risk management,post-investment management,and is currently the head of the Risk Control and Compliance Department of Harvest Capital Co.,Ltd.Ms.Zhu graduated from the College of William and Mary in the United States with a masters degree in law in May 2
139、013.Ms.Zhu obtained the PRC Legal Professional Qualification Certificate issued by the Ministry of Justice of the Peoples Republic of China in September 2012.Xiaocaiyuan International Holding Ltd.2024 Annual Report22 BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENTIndependent Non-executive DirectorsMr
140、.Qian Mingxing(錢明星),aged 61,was appointed as an independent non-executive Director in December 2024.Mr.Qian has extensive experience in legal practice.Mr.Qian was a professor at Peking University Law School(北京大學法學院)from August 1999 to April 2023.He worked as a teaching assistant and a lecturer of th
141、e law department at Peking University from August 1986 to August 1988 and August 1988 to August 1993,respectively.From August 1993 to August 1999,Mr.Qian was an associate professor at Peking University Law School.Mr.Qian has been serving as an independent non-executive Director in Yihai Internationa
142、l Holding Ltd.(頤海國際控股有限公司),a company listed on the Stock Exchange(stock code:1579.HK),since June 2016.Mr.Qian also currently serves as an arbitrator in China International Economic and Trade Arbitration Commission(中國國際經濟貿易仲裁委員會)(CIETAC),South China International Economic and Trade Arbitration Commis
143、sion(華南國際經濟貿易仲裁委員會),and Beijing Arbitration Commission(北京仲裁委員會)(BAC),respectively.Mr.Qian obtained a bachelors degree in law and a masters degree in law from Peking University(北京大學)in July 1983 and July 1986,respectively.In June 2001,Mr.Qian obtained a doctoral degree of laws from Peking University.
144、Mr.Zhu Nanjun(朱南軍),aged 52,was appointed as an independent non-executive Director in December 2024.Mr.Zhu,professor and doctoral supervisor at the School of Economics of Peking University(北京大學經濟學院),started his career as a postdoctoral researcher at the School of Economics of Peking University(北京大學經濟
145、學院),and then worked as a lecturer and an associate professor successively since 2002.Mr.Zhu has extensive experience in finance and accounting.He served as an independent director at Lushang Freda Pharmaceutical Co.,Ltd.(魯商福瑞達醫藥股份有限公司),a company listed on the Shanghai Stock Exchange(stock code:60022
146、3.SH),from June 2015 to July 2021.Since June 2020,he has been serving as an independent director and chairman of the audit committee of the board of directors at China Aerospace Times Electronics Co.,Ltd.(航天時代電子技術股份有限公司),a company listed on the Shanghai Stock Exchange(stock code:600879.SH).Mr.Zhu ob
147、tained his bachelors degree in economics in July 1994 from Wuhan University(武漢大學)in Hubei,the PRC,his masters degree and doctoral degree in management(accounting)respectively in July 1999 and June 2002 from Renmin University of China(中國人民大學)in Beijing,the PRC.Xiaocaiyuan International Holding Ltd.20
148、24 Annual Report23 BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENTMr.Zeng Xiaosong(曾曉松),aged 50,was appointed as an independent non-executive Director in December 2024.Mr.Zeng has extensive experience in corporate finance and investment management.Mr.Zeng worked at Bank of Chinas New York Branch(中國銀行
149、紐約分行)from February 1999 to July 2005 with his last position as a vice president of the corporate banking department.He joined J.P.Morgan(摩根大通投資銀行)in July 2005 as an equity analyst of the equity research department before moving to the investment banking department which focuses on the share listing
150、and mergers and acquisitions of financial institutions,including Chinese banks,securities houses,insurers,and fund managers.From August 2008 to September 2022,Mr.Zeng worked at Greenwoods Asset Management Hong Kong Limited(景林資產管理香港公司),a private fund manager focusing on the management of Greater Chin
151、a investments with his last position as the general manager and partner.Mr.Zeng started and served as the chairman of Arcadia Fund Management Group Asia Limited(奧愷基金管理集團亞洲有限公司)in December 2022 to be focused on investments into listed and to-be-listed Asian companies.He is also a director of its pare
152、nt company,Arcadia Fund Management Group Limited(奧愷基金管理集團有限公司),and its affiliated company,Arcadia Fund Management GP Limited(奧愷基金管理普通合夥人有限公司).Mr.Zeng has served as an independent non-executive director and the chairperson of the remuneration committee in Guoquan Food(Shanghai)Co.,Ltd.(鍋圈食品(上海)股份有限公司
153、),a company listed on the Stock Exchange(stock code:2517.HK),since October 2023.Mr.Zeng has been a holder of the Chartered Financial Analyst(CFA)designation(特許金融分析師)since 2003.He is also a member of the board and a Vice Chairman of the Greater China Committee of the Hong Kong Venture Capital and Pri
154、vate Equity Association(HKVCA)(香港創業及私募投資協會).Mr.Zeng graduated from Wuhan University(武漢大學)in the PRC with a major in International Finance in July 1995,and then attended the International Finance program at the Graduate School of the Peoples Bank of China(中國人民銀行研究生部)(currently the PBC School of Finan
155、ce,Tsinghua University)from 1995 to 1997.Mr.Zeng graduated with a Master of Science degree in Accounting&Finance from the London School of Economics(LSE)in the United Kingdom in August 1998,where he received the Robert Fleming scholarship.Ms.Fang Xuan(方璇),aged 53,was appointed as an independent non-
156、executive Director in December 2024.Ms.Fang has extensive experience in finance and treasury industry.She worked at Beijing Enterprises Holdings Ltd(北京控股有限公司),a company listed on the Stock Exchange(stock code:0392.HK),from June 2000 to July 2019,with her last position as a financial accounting manag
157、er of Hong Kong capital finance department.She has been serving as a financial director at CR Construction Group Holdings Ltd(華營建築集團控股有限公司),a company listed on the Stock Exchange(stock code:1582.HK)from August 2019 to May 2022,and has been serving as the chief financial officer since June 2022.Ms.Fa
158、ng served as a finance director at Mingxi Charity Foundation(明曦公益基金會)from August 2016 to July 2019.Ms.Fang has been serving as a member of the consultative committee of the Liaison Office of the Association of Certified Public Accountants of China in Hong Kong(中國註冊會計師協會駐香港聯絡處)and a member of the Sha
159、anxi Provincial Committee of the Chinese Peoples Political Consultative Conference(中國人民政治協商會議陝西省委員會)since June 2022 and January 2023,respectively.She currently also serves at The Hong Kong Chinese Enterprises Association Financial&Accounting Affairs Steering Committee(香港中國企業協會財會專業委員會)as the Executiv
160、e Vice Secretary General.Ms.Fang has been appointed as an independent non-executive director of China Development Bank International Investment Limited(國開國際投資有限公司),a company listed on the Stock Exchange(stock code:1062.HK)since March 2024.Xiaocaiyuan International Holding Ltd.2024 Annual Report24 BI
161、OGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENTMs.Fang has been a member of the Association of International Accountant(國際會計師公會)since June 2015 and a fellow member of the Association of International Accountant since September 2020.She has also been a member of the China Association of Chief Financial
162、Officers(中國總會計師協會)(CACFO)since December 2016 and a member of the Hong Kong Professionals and Senior Executives Association(香港專業及資深行政人員協會)since January 2021.Ms.Fang obtained her bachelors degree in accounting in October 2006 from University of Bolton(博爾頓大學)in England.She also completed a senior progr
163、am on public administration in Tsinghua University(清華大學)in Beijing,the PRC,in August 2022 and obtained an EMBA degree from the City University of Hong Kong in October 2021.Senior ManagementMr.Wang Shugao is the chairman of the Board,an executive Director and the general manager of the Company.For th
164、e biographical details of Mr.Wang,see“Directors Executive Directors”above.Mr.Li Daoqing is an executive Director and a vice general manager of the Company.For the biographical details of Mr.Li,see“Directors Executive Directors”above.Mr.Tian Chunyong is an executive Director and a vice general manage
165、r of the Company.For the biographical details of Mr.Tian,see“Directors Executive Directors”above.Ms.Zhu Zhenghui(朱正慧),aged 48,joined the Group in September 2019 and was appointed as the chief financial officer of the Company in October 2021.She has been serving as the chief financial officer of Xiao
166、caiyuan Catering since September 2019.Prior to joining the Group,Ms.Zhu worked as an accountant in Tongling Suburb Finance Bureau Chenyaohu Branch(銅陵市郊區財政局陳瑤湖分局)from January 1998 to May 2017.She also worked in Tongling Rushi Accounting Firm(銅陵如是會計師事務所)from May 2018 to August 2019.Ms.Zhu obtained her
167、 bachelors degree in international economics and trade from School of Adult Education of Tongling College(銅陵學院成人教育學院)through correspondence education in Anhui,the PRC,in January 2007.She was admitted as a Certified Public Accountant by the Chinese Institute of Certified Public Accountants(中國註冊會計師協會)
168、in April 2003 and a Certified Tax Agent jointly by the Ministry of Human Resources and Social Security of the PRC(中華人民共和國人力資源和社會保障部)and the State Taxation Administration of the PRC(中華人民共和國國家稅務總局)in August 2007.Ms.She Mingzhu(佘明珠),aged 40,joined the Group in July 2015 and was appointed as the Board s
169、ecretary and the head of general managers office since October 2021,and was appointed as the joint company secretary of the Company in December 2024.She served as an officer from July 2015 to December 2016,and an office director and an assistant to the chairman of Xiaocaiyuan Catering from January 2
170、017 to November 2020.Prior to joining the Group,Ms.She served in Foshan Linghang Human Resources Service Co.,Ltd.(佛山市領航人力資源服務有限公司)from May 2009 to April 2015 with her last position as the head of Changzhou Branch.Xiaocaiyuan International Holding Ltd.2024 Annual Report25 BIOGRAPHIES OF DIRECTORS AND
171、 SENIOR MANAGEMENTMs.She received a junior college diploma in human resources from Guilin University of Electronic Technology(桂林電子科技大學)in Guangxi,the PRC,in June 2018.She was named as a member of the Second Tongling Tongguan District Committee of the Chinese Peoples Political Consultative Conference
172、(中國人民政治協商會議第二屆銅陵市銅官區委員會委員)in January 2022 and“Corporate Chief Quality Officer”(企業首席質量官)by Tongling Quality Association(銅陵市質量協會)in June 2022.Joint Company SecretariesMs.She Mingzhu(佘明珠)is the Board secretary and a joint company secretary of the Company.For the biographical details of Ms.She,see“Senio
173、r Management”above.Ms.Au Wing Han(區泳嫻)is the joint company secretary of the Company.Ms.Au is an assistant manager of SWCS Corporate Services Group(Hong Kong)Limited(方圓企業服務集團(香港)有限公司)and has over nine years of experience in corporate secretarial field and is responsible for providing corporate servic
174、e to listed and private companies.Ms.Au is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.Ms.Au holds a degree of Bachelor of Business Administration(Hons).Change in Information about the Directors and Senior Mana
175、gementSave as disclosed above,there is no other information required to be disclosed pursuant to Rule 13.51B(1)of the Listing Rules.Xiaocaiyuan International Holding Ltd.2024 Annual Report26 CORPORATE GOVERNANCE REPORTThe Board hereby presents the corporate governance report for the period from the
176、Listing Date to December 31,2024.CORPORATE CULTURE Our Slogan:Xiaocaiyuan,Mothers Taste!Our Vision:Helping more employees to achieve their career goals!Our Goal:Where there are Chinese,there is Xiaocaiyuan!The Company is committed to cultivating a corporate culture based on the value of“everything w
177、e do is to solve the customers confusion,so that customers save efforts,time and money;everything we do is for the employees,for their growth and realization of dreams;everything we do is to pay more taxes to the government,to provide more jobs”that enables employees at all levels of the Group can a
178、chieve growth and realize their full potential by acting law-abidingly,ethically and responsibly,thus allowing the Company to deliver sustainable long-term performance and to operate in a way that is beneficial to society and the environment.The Companys vision,goal and values provide guidelines for
179、 employees conduct and behavior,ensuring that they are integrated into the Companys operating practices,workplace policies and rules,and stakeholder relationships.The management is responsible for setting the tone and creating the corporate culture of the Company,defining the mission,values and stra
180、tegic direction of the Group,which are reviewed by the Board.The Groups culture,mission,values and strategies remain consistent given that the corporate culture is reflected in various environments such as workforce participation,employee retention and training,legal and regulatory compliance,employ
181、ee safety,welfare and support.COMPLIANCE WITH THE CORPORATE GOVERNANCE CODEThe Company is committed to achieving high standards of corporate governance with a view to safeguarding the interests of the Shareholders.The principle of the Companys corporate governance is to promote effective internal co
182、ntrol measures and to enhance the transparency and accountability of the Board to all Shareholders.Our Directors recognize the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of the Group to achieve effective accountabili
183、ty.The Companys corporate governance practices are based on the principles and code provisions prescribed in the Corporate Governance Code set out in Appendix C1 to the Listing Rules.The Company has complied with all applicable code provisions set out in the Corporate Governance Code for the period
184、from the Listing Date to December 31,2024,except for the deviation from code provision C.2.1 of the Corporate Governance Code,which is further explained in the section headed“Chairman of the Board and General Manager”below.Xiaocaiyuan International Holding Ltd.2024 Annual Report27 CORPORATE GOVERNAN
185、CE REPORTBOARD OF DIRECTORSComposition of the BoardDuring the Reporting Period and as of the Latest Practicable Date,the members of the Board are set out below:Executive DirectorsMr.Wang Shugao(Chairman of the Board and general manager)Mr.Li DaoqingMr.Tian ChunyongMr.Zhou BinMs.Wang WeifangMr.Tao Xu
186、anNon-executive DirectorsMs.Zhu Xuejing(appointed on March 7,2025)Mr.Law Wing Cheung Ryan(resigned on March 7,2025)Independent Non-executive DirectorsMr.Qian MingxingMr.Zhu NanjunMr.Zeng Xiaosong Ms.Fang XuanBiographical details of the Directors are set out in the section headed“Biographies of Direc
187、tors and Senior Management”in this annual report.Each of Mr.Qian Mingxing,Mr.Zhu Nanjun,Mr.Zeng Xiaosong and Ms.Fang Xuan(each of whom was appointed as a Director on December 11,2024)confirms that he or she(i)has obtained the legal advice referred to under Rule 3.09D of the Listing Rules on April 30
188、,2024,and(ii)understands his or her obligations as a Director under the Listing Rules.Save as disclosed in the section headed“Biographies of Directors and Senior Management”in this annual report,there are no relationships(including financial,business,family,or other material/related relationships)be
189、tween the members of the Board.Xiaocaiyuan International Holding Ltd.2024 Annual Report28 CORPORATE GOVERNANCE REPORTAs of the Latest Practicable Date,the Company has been in compliance with the requirements of Rules 3.10(1)and 3.10(2)of the Listing Rules relating to the appointment of at least thre
190、e independent non-executive directors with at least one of the independent non-executive directors possessing appropriate professional qualifications of accounting or related financial management expertise.The Company has also complied with the requirement of Rule 3.10A of the Listing Rules relating
191、 to the appointment of independent non-executive directors representing at least one-third of the Board.RESPONSIBILITIES OF THE BOARD AND MANAGEMENTThe Board is responsible for,and has the general authority of,the management and operation of the Company,and is responsible for all major decisions of
192、the Company,including the approval and monitoring of all major policies and overall strategies,internal control and risk management systems,notifiable transactions and connected transactions,nomination of the Director(s)and joint company secretary(ies),and other significant financial and operational
193、 matters of the Group.The Board has also delegated the senior management to be responsible for the day-to-day management of the Companys business.The Board,directly and indirectly through its committees,discharges the corporate governance functions of the Company,including(but not limited to):(a)to
194、develop and review the Companys policies and practices on corporate governance and make recommendations to the Board;(b)to review and monitor the training and continuous professional development of Directors and senior management of the Company;(c)to review and monitor the Companys policies and prac
195、tices on compliance with legal and regulatory requirements;(d)to develop,review and monitor the code of conduct and compliance manual(if any)applicable to employees and Directors of the Company;(e)to review the Companys compliance with the Corporate Governance Code and disclosure made in the Company
196、s corporate governance report;and(f)to review and monitor the Companys compliance with the Companys whistleblowing policy.During the Reporting Period,the Board has performed such corporate governance functions as follows:(i)reviewed and developed the Companys corporate governance policies and practi
197、ces in response to the implementation of the Corporate Governance Code;(ii)reviewed and monitored the training and continuous professional development of Directors and senior management;(iii)reviewed and monitored the Companys policies and practices on compliance with legal and regulatory requiremen
198、ts;(iv)reviewed and monitored the compliance of the Model Code;and(v)reviewed the Companys compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report.Xiaocaiyuan International Holding Ltd.2024 Annual Report29 CORPORATE GOVERNANCE REPORTCHAIRMAN OF THE BOARD AND G
199、ENERAL MANAGERPursuant to Code Provision C.2.1 of the Corporate Governance Code,the roles of chairman and general manager should be separate and should not be performed by the same individual.The division of responsibilities between the chairman and general manager should be clearly established and
200、set out in writing.The Company does not separate the roles of chairman and general manager,and Mr.Wang Shugao currently holds both positions concurrently.In view of Mr.Wangs substantial contribution to the Group since the establishment and his extensive experience,the Company considers that having M
201、r.Wang acting as both the chairman of the Board and general manager will provide strong and consistent leadership to the Group and facilitate the efficient execution of the Companys business strategies.The Board believes that this arrangement will not impair the balance of power and authority betwee
202、n the Board and the management of the Company,given that:(i)there are sufficient checks and balances in the Board,as a decision to be made by the Board requires approval by at least a majority of our Directors,and the Board comprises four independent non-executive Directors,which is in compliance wi
203、th the requirement under the Listing Rules;(ii)Mr.Wang and other Directors are aware of and undertake to fulfill their fiduciary duties as Directors,which require,among other things,that he/she acts for the benefit and in the best interests of the Company and will make decisions for the Group accord
204、ingly;and(iii)the balance of power and authority is ensured by the operations of the Board which comprises experienced and high caliber individuals who meet regularly to discuss issues affecting the operations of the Company.Moreover,the overall strategic and other key business,financial,and operati
205、onal policies of the Group are made collectively after thorough discussion at both Board and senior management levels.The Board will continue to review the effectiveness of the corporate governance structure of the Group in order to assess whether the separation of the roles of chairman of the Board
206、 and general manager is necessary.MECHANISM FOR DIRECTORS TO OBTAIN INDEPENDENT VIEWS AND OPINIONSDirectors are free to express their views at the Board meetings,and material decisions shall be made only after thoughtful discussion.Directors may engage an independent professional institution at the
207、Companys expense in accordance with the procedures,if they consider it necessary to seek advice from an independent professional institution.If a Director has a material interest in a matter proposed to the Board,such Director shall abstain from the discussion and voting on relevant proposals,and su
208、ch Director shall not be counted towards the quorum of that proposal.In addition,independent non-executive Directors should express objective and impartial independent opinions on the matters discussed by the Company.Apart from being the Directors of the Company,the independent non-executive Directo
209、rs do not hold any other positions in the Company,do not have any relationship with the Company and the substantial Shareholders of the Company that may affect them from making independent and objective judgments,and do not have any business or financial interests in the Company and its subsidiaries
210、.Thus,during the Reporting Period,the participation of the independent non-executive Directors can effectively ensure that there is a strong and sufficient independent element in the Board.During the period from the Listing Date to December 31,2024,the Board has complied with the aforesaid relevant
211、regulations,and the aforesaid mechanisms are effective to provide independent views and opinions to the Board.The Board will review the implementation and effectiveness of the aforesaid mechanisms annually.Xiaocaiyuan International Holding Ltd.2024 Annual Report30 CORPORATE GOVERNANCE REPORTINDEPEND
212、ENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORSThe Company has received an annual confirmation from each of its independent non-executive Directors regarding his or her independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules.The Company is of the view that a
213、ll independent non-executive Directors are independent individuals.DIRECTORS SERVICE CONTRACTSEach of the executive Directors of the Company has entered into a service contract with the Company pursuant to which they agreed to act as executive Directors for a term of three years with effect from the
214、 date of his/her appointment as a Director or since the Listing Date(whichever ends earlier).Either party has the right to give not less than three months written notice to terminate the agreement.Mr.Law Wing Cheung Ryan,the former non-executive Director of the Company,has entered into an appointmen
215、t letter with the Company pursuant to which he agreed to act as a non-executive Director for a term for his appointment letter shall commence from the date of his appointment as a Director or since the Listing Date(whichever ends earlier)and shall continue for three years(subject always to re-electi
216、on as and when required under the Articles of Association)until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than one months prior notice in writing.Ms.Zhu Xuejing,a non-executive Director of the Company,has entered
217、into an appointment letter with the Company on March 7,2025,pursuant to which she agreed to act as a non-executive Director for an initial term for her appointment letter shall commence from the date of her appointment as a Director on March 7,2025 and shall continue for one year(subject always to r
218、e-election as and when required under the Articles of Association)until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than one months prior notice in writing.Each of the independent non-executive Directors of the Comp
219、any has entered into an appointment letter with the Company on December 10,2024.The initial term for their appointment letters shall be three years from December 11,2024(subject always to re-election as and when required under the Articles of Association)until terminated in accordance with the terms
220、 and conditions of the appointment letter or by either party giving to the other not less than one months prior notice in writing.During the Reporting Period,none of the Directors entered into any service contracts with the Company or its subsidiaries which could not be terminated without payment of
221、 compensation(other than statutory compensation)within one year.APPOINTMENT AND RE-ELECTION OF DIRECTORSPursuant to Article 15.1 of the Articles of Association,at each annual general meeting,one-third of the Directors for the time being(or,if such number is not a multiple of three,then the number ne
222、arest to but not less than one-third)shall retire from office by rotation,provided that every Director shall be subject to retirement by rotation at least once every three years.Xiaocaiyuan International Holding Ltd.2024 Annual Report31 CORPORATE GOVERNANCE REPORTPursuant to Article 15.5 of the Arti
223、cles of Association,the Board may at any time appoint any person to be a Director either to fill a casual vacancy or as an additional Director,subject to any maximum number fixed by the members in the general meeting or the Articles.Any Director appointed by the Board to fill a casual vacancy or as
224、an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at such meeting.Ms.Zhu Xuejing,Mr.Wang Shugao,Mr.Li Daoqing,Mr.Tian Chunyong and Mr.Zhou Bin shall retire by rotation at the
225、 annual general meeting in accordance with the Articles of Association,and shall be eligible and offer themselves for re-election.Details of such re-election are set out in the circular of the annual general meeting to be issued by the Company in due time.DIRECTOR TRAINING AND PROFESSIONAL DEVELOPME
226、NTPursuant to Code Provision C.1.4 of the Corporate Governance Code,all Directors should participate in continuous professional development to develop and refresh their knowledge and skills.This is to ensure that their contributions to the Board remain informed and relevant.The Company pays attentio
227、n to the continuous professional development of its Directors by arranging adequate training programs and encouraging the Directors to participate in such training to ensure that they have a proper understanding of the Companys business and operations as well as a full understanding of the duties an
228、d responsibilities of Directors under the Listing Rules and relevant laws.During the Reporting Period,the Company organized training courses for all Directors conducted by qualified professionals/legal advisors on topics covering the duties and responsibilities of Directors.In addition,the Company h
229、as provided all Directors with relevant reading materials,including the duties and responsibilities of Directors for their reference and study.SECURITIES TRADING AND HANDLING OF INSIDE INFORMATIONThe Board has adopted the Model Code as the code of conduct governing Directors trading in the securitie
230、s of the Company.As the Companys shares were listed on the Stock Exchange on December 20,2024,the Model Code became applicable to the Company from the Listing Date.Upon specific enquiries made by the Board,all Directors confirmed that they have complied with the provisions of the Model Code during t
231、he period from the Listing Date to December 31,2024.The Company has also formulated and implemented policies and procedures in relation to information disclosure,including but not limited to disclosure of inside information,including monitoring of potential inside information,to ensure that relevant
232、 facts and circumstances that could have a material impact on the Companys share price are promptly identified and assessed,and where necessary,bring to the attention of the Board to determine whether a disclosure is necessary.Directors,senior management and relevant employees in possession of insid
233、e information or potential inside information are required to take reasonable steps to maintain confidentiality and to ensure that their recipients are aware of their obligations of confidentiality.Xiaocaiyuan International Holding Ltd.2024 Annual Report32 CORPORATE GOVERNANCE REPORTBOARD MEETINGS A
234、ND GENERAL MEETINGSThe Company was listed on the Stock Exchange on December 20,2024.During the period from the Listing Date to December 31,2024,the Company did not convene Board meetings and general meetings.The Board will disclose relevant meetings in the next annual report according to the require
235、ments as set out in the Corporate Governance Code.BOARD COMMITTEESThe Company has established three Board committees,namely the Audit Committee,the Remuneration Committee and the Nomination Committee.The Board has delegated to the Board committees responsibilities as set out in their respective term
236、s of reference which are available at the website of the Stock Exchange and the Company.The Board committees are provided with sufficient resources to discharge their duties.Audit CommitteeThe Audit Committee consists of three independent non-executive Directors,namely Mr.Zhu Nanjun,Mr.Qian Mingxing
237、 and Ms.Fang Xuan.Mr.Zhu Nanjun serves as the chairman of the Audit Committee.The main responsibilities of the Audit Committee include,but are not limited to,the following:(i)to make recommendations to the Board on the appointment,re-appointment and removal of the external auditor,to approve the rem
238、uneration and terms of appointment of the external auditor,and to deal with any issue of his/her resignation or dismissal;(ii)to review and monitor the independence and objectivity of the external auditor and the effectiveness of the audit process under the applicable standards.The Audit Committee s
239、hall discuss with the auditor the nature and scope of the audit and the reporting responsibility prior to the commencement of the audit;(iii)to formulate and enforce policies on the engagement of external auditors to provide non-audit services;(iv)to monitor the integrity of the Companys financial s
240、tatements,annual reports and accounts,semi-annual reports and,if intended to publish,quarterly reports,and to review significant financial reporting judgments contained therein;(v)to review the Companys financial controls,risk management and internal control systems;(vi)to discuss risk management an
241、d internal control systems with management to ensure that management has performed its duty to establish effective systems;(vii)to ensure coordination between the internal and external auditors,and to ensure that the internal audit function is adequately resourced and has appropriate standing within
242、 the Company,and to review and monitor its effectiveness;and(viii)other matters required by laws,regulations,regulatory documents,the rules of the securities regulatory authority of the place where the shares of the Company are listed and the requirements of the Memorandum and Articles of Associatio
243、n,and as authorized by the Board.Xiaocaiyuan International Holding Ltd.2024 Annual Report33 CORPORATE GOVERNANCE REPORTThe Company was listed on the Stock Exchange on December 20,2024.During the period from the Listing Date to December 31,2024,no Audit Committee meetings were held.The Board will dis
244、close relevant meetings in the next annual report according to the requirements as set out in the Corporate Governance Code.The Audit Committee has reviewed the Companys annual results and annual report for the year ended December 31,2024,as well as the audited consolidated financial statements for
245、the year ended December 31,2024,prepared in accordance with IFRS.Remuneration CommitteeThe Remuneration Committee consists of one executive Director(Mr.Wang Shugao)and two independent non-executive Directors(Ms.Fang Xuan and Mr.Zeng Xiaosong).Ms.Fang Xuan serves as the chairlady of the Remuneration
246、Committee.The main responsibilities of the Remuneration Committee include,but are not limited to,the following:(i)to make recommendations to the Board on the overall remuneration policy and structure of the Directors and senior management of the Company and on the establishment of a formal and trans
247、parent procedure for developing remuneration policy;(ii)to review and approve the remuneration proposals of the management in the light of the corporate policies and objectives resolved by the Board from time to time;(iii)to make recommendations to the Board on the remuneration packages of individua
248、l executive Directors and senior management,including non-pecuniary benefits,pension rights and compensation payments,including any compensation payable for loss or termination of their office or appointment;(iv)to make recommendations to the Board on the remuneration of non-executive Directors;(v)t
249、o consider factors such as the level of remuneration paid by comparable companies,time commitment and responsibilities of Directors and senior management,as well as employment conditions of the Company,its subsidiaries and consolidated affiliated entities;(vi)to ensure that none of the Directors or
250、any of their associates are involved in determining their own remuneration;Xiaocaiyuan International Holding Ltd.2024 Annual Report34 CORPORATE GOVERNANCE REPORT(vii)to review and approve compensation payments and arrangements relating to Directors and senior management for loss or termination of of
251、fice or appointment,or dismissal or removal for misconduct,and to assess whether any proposed compensation or arrangements are fair,adequate,reasonable,in accordance with relevant contractual terms or otherwise appropriate;(viii)to make recommendations to the Shareholders of the Company on how to vo
252、te on any Directors service contracts subject to their approval under the Listing Rules;and(ix)to review and/or approve matters relating to the share scheme under Chapter 17 of Listing Rules.The Company was listed on the Stock Exchange on December 20,2024.During the period from the Listing Date to D
253、ecember 31,2024,no Remuneration Committee meetings were held.The Board will disclose relevant meetings in the next annual report according to the requirements as set out in the Corporate Governance Code.Remuneration PolicyThe Directors receive compensation in the form of salaries,bonuses,other allow
254、ances and benefits in kind,including the Companys contribution to the pension scheme on their behalf.We determine the salaries of the Directors based on each Directors responsibilities,qualification,position and seniority.Nomination CommitteeThe Nomination Committee consists of one executive Directo
255、r(Mr.Wang Shugao)and two independent non-executive Directors(Mr.Qian Mingxing and Mr.Zhu Nanjun).Mr.Wang Shugao serves as the chairman of the Nomination Committee.The main responsibilities of the Nomination Committee include,but are not limited to,the following:(i)to review the structure,size and co
256、mposition(including the skills,knowledge and experience)of the Board at least annually and to make recommendations on any proposed changes to the Board to complement the Companys corporate strategy;(ii)to develop the criteria for identifying and assessing the qualifications of and evaluating candida
257、tes for directorship;(iii)to develop and maintain a policy for the nomination of the Directors which includes the nomination procedures and the process and criteria adopted by the Nomination Committee to identify,select and recommend candidates for directorship during the year,and to review periodic
258、ally and disclose the policy and progress made towards achieving the objectives set in the nomination policy in the corporate governance report of the Company;(iv)to identify individuals who are suitably qualified to serve as Directors(including whether such individuals can bring to the Board the vi
259、ews and perspectives,skills and experiences and how they can contribute to the diversity of the Board),and to select or make recommendations to the Board on the individuals nominated for directorship in accordance with the nomination policy of the Company;Xiaocaiyuan International Holding Ltd.2024 A
260、nnual Report35 CORPORATE GOVERNANCE REPORT(v)to assess the independence of the independent non-executive Directors in accordance with the requirements of the Listing Rules;(vi)to assess the number of directorships of other listed companies held by candidates to be nominated as the independent non-ex
261、ecutive Directors of the Company;(vii)to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors,in particular,the chairman of the Board and general manager of the Company;and(viii)to develop policies concerning the diversity of Board
262、 members,and disclose the policies or a summary of the policies in the corporate governance report.The Company was listed on the Stock Exchange on December 20,2024.During the period from the Listing Date to December 31,2024,no Nomination Committee meetings were held.The Board will disclose relevant
263、meetings in the next annual report according to the requirements as set out in the Corporate Governance Code.Board Diversity PolicyWe have adopted a Board diversity policy which sets out the approach to achieve diversity of the Board.The Company recognizes and embraces the benefits of having a diver
264、se Board and sees increasing diversity at the Board level,including gender diversity,as an essential element in maintaining the Companys competitive advantage and enhancing its ability to attract,retain and motivate employees from a wider pool of available talent.Pursuant to the Board diversity poli
265、cy,the selection of Board candidates will be based on a range of diversity perspectives,including but not limited to gender,age,cultural and educational background,industry experience,technical capabilities,professional qualifications and skills,knowledge,length of service and other related factors.
266、We will also consider our own business model and special needs.The ultimate selection of Director candidates will be based on the merits of the candidates and the contribution that the candidates will bring to the Board.The Board currently consists of three female Directors and eight male Directors(
267、the female Directors represent approximately 27.3%of the Board)with a balanced mix of knowledge and skills,including but not limited to overall management and strategic development,finance,accounting and risk management.The Boards goal is to maintain female representation within the Board.The Compan
268、y is of the view that the Board satisfies the Board diversity policy,and the Board diversity policy of the Company would ensure that the Board will have alternative and potential successors to extend the existing gender diversity of the Board.Xiaocaiyuan International Holding Ltd.2024 Annual Report3
269、6 CORPORATE GOVERNANCE REPORTThe Nomination Committee of the Company is responsible for the implementation of the Board diversity policy.The Nomination Committee and the Board will review the Board diversity policy annually to ensure its continued effectiveness and the Company will disclose the impl
270、ementation of its Board diversity policy in its corporate governance report on an annual basis.Employee DiversityAs at the end of the Reporting Period,the gender diversity of the Groups employees(including senior management)was generally balanced,with the gender ratio of 42.92%female and 57.08%male.
271、The Companys goal is to maintain gender balance among employees.The Group is always committed to creating a fair,respectful,and inclusive working environment.We make decisions on recruitment,training,promotion,dismissal,and retirement policies without taking into account age,gender,race,ethnicity,na
272、tionality,religion,marital status,family status,or any other non-work-related factors.We will continue to strive for an appropriate balance of employee diversity.Director Nomination PolicyThe Board has delegated to the Nomination Committee the responsibility to determine the procedures,process and c
273、riteria to be adopted for purposes of selecting and recommending candidates for directorship.The Board may,however,rescind its delegation and assume the responsibilities it previously delegated to the Nomination Committee.The Board has delegated to the Nomination Committee the responsibility to iden
274、tify candidates for nomination to the Board(including candidates to fill vacancies)and assess their qualifications in light of the diversity policy and the terms of reference of the Nomination Committee.The Nomination Committee will recommend director candidates for the Boards consideration and revi
275、ew the candidates qualifications with the Board.The Board retains the authority to nominate a candidate for election by the Shareholders as a director and to fill vacancies.In identifying director candidates,the Nomination Committee may consider all facts and circumstances it deems appropriate,inclu
276、ding,among other things,the skills of the candidate,his or her depth and breadth of business experience and other background characteristics,his or her independence and the needs of the Board.The Nomination Committee and Board may consider a broad range of factors relating to the qualifications and
277、background of nominees,which may include diversity as set forth in the Board diversity policy.The Nomination Committees and Boards priority in selecting Board members is identification of persons who will further the interests of the Shareholders through their established record of professional acco
278、mplishment,depth and breadth of business experience and other background characteristics.Xiaocaiyuan International Holding Ltd.2024 Annual Report37 CORPORATE GOVERNANCE REPORTNomination of Directors by ShareholdersIf a Shareholder wishes to propose a person other than a Director of the Company for e
279、lection as a Director,the Shareholder must deposit a written notice(the“Notice”)to the principal place of business in Hong Kong,Unit 15-60,Level 15,Lee Garden Two,28 Yun Ping Road,Causeway Bay,Hong Kong,for the attention of Ms.She Mingzhu,the joint company secretary of the Company.The Notice must st
280、ate clearly the name,the contact information of the Shareholder and his/her/their shareholding,the full name of the person proposed for election as a Director,including the persons biographical details as required by Rule 13.51(2)of the Listing Rules,and be signed by the Shareholder concerned(not by
281、 the person to be proposed).The Notice must also be accompanied by a letter of consent(the“Letter of Consent”)signed by the person proposed to be elected on his/her willingness to be elected as a Director.The period for lodgement of the Notice and the Letter of Consent will commence from the day aft
282、er the dispatch of the notice by the Company of the general meeting appointed for the election of Directors and end no later than seven days prior to the date of such general meetings and the minimum length of the period during which the Notice to the Company may be given will be at least seven days
283、.The Notice will be verified by the joint company secretaries with the Companys branch share registrar and upon their confirmation that the request is proper and in order,the joint company secretaries will ask the Nomination Committee and the Board to consider including the particulars of such propo
284、sed person for election as a Director in its announcement or supplementary circular and to include the resolution in the agenda for the general meeting proposing such person to be elected as a Director.Xiaocaiyuan International Holding Ltd.2024 Annual Report38 CORPORATE GOVERNANCE REPORTDIRECTORS RE
285、SPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Directors acknowledge their responsibility for the preparation of the Companys consolidated financial statements for the year ended December 31,2024.The statement of the Companys independent auditors reporting responsibilities in relation to the financial
286、 statements is set out in the independent auditors report.The Directors are not aware of any material uncertainties or conditions that may significantly affect the Companys ability to continue as a going concern.EMOLUMENT OF AUDITORSFor the year ended December 31,2024,the emolument paid/payable by t
287、he Company to its external auditor,KPMG for the audit services and non-audit services provided,is as follows:Service CategoryFees Paid/Payable(RMB000)Audit and audit-related services4,200Total4,200JOINT COMPANY SECRETARIESBoth of Ms.She Mingzhu and Ms.Au Wing Han were appointed on December 2,2024 as
288、 the joint company secretaries of the Company.Ms.She Mingzhu is the primary contact person of Ms.Au Wing Han in the Company,and cooperates and communicates with Ms.Au Wing Han on the corporate governance matters of the Company.Biographical details of Ms.She Mingzhu and Ms.Au Wing Han are set out in
289、the section headed“Biographies of Directors and Senior Management”in this annual report.For the year ended December 31,2024,Ms.She Mingzhu and Ms.Au Wing Han have undertaken not less than 15 hours of relevant professional training respectively in compliance with Rule 3.29 of the Listing Rules.Xiaoca
290、iyuan International Holding Ltd.2024 Annual Report39 CORPORATE GOVERNANCE REPORTRELATIONSHIP WITH SHAREHOLDERSCommunications with ShareholdersThe Board believes that effective communication with Shareholders is essential for enhancing investor relations and investors understanding of the Groups busi
291、ness performance and strategies.The Group also recognises the importance of transparency and timely disclosure of its corporate information,which enables Shareholders and investors to make the best investment decisions.The Company communicates with Shareholders and the investment community mainly th
292、rough the Companys financial reports(including interim and annual reports),annual general meetings and other general meetings that may be convened,as well as provision of all disclosure data submitted to the Hong Kong Stock Exchange and corporate communications and other company publications publish
293、ed on the Companys website and other manners.General MeetingsThe general meetings of the Company serve as an opportunity for the Directors and senior management to communicate with the Shareholders.Shareholders are encouraged to participate in general meetings or to appoint proxy(ies)to attend and v
294、ote at meetings for and on their behalf if they are unable to attend the meetings.The Company shall give written notice to Shareholders at least 21 days prior to the annual general meetings and at least 14 days prior to any other general meeting.Members of the Board,in particular,the chairmen of Boa
295、rd committees or their proxies,appropriate management personnel and external auditors will attend annual general meetings to answer Shareholders questions.The process of the Companys general meeting will be monitored and reviewed on a regular basis,and,if necessary,amended to ensure that Shareholder
296、s needs are best served.Corporate CommunicationsCorporate communications will be provided to Shareholders in plain language and in both English and Chinese to facilitate Shareholders understanding of the content of the communications.Shareholders have the right to choose the language(either English
297、or Chinese)or means of receipt(in hard copy or through electronic means)of corporate communication.Shareholders are encouraged to provide,in particular,their email addresses to the Company in order to facilitate timely and effective communications.Xiaocaiyuan International Holding Ltd.2024 Annual Re
298、port40 CORPORATE GOVERNANCE REPORTCompanys WebsiteThe Company maintains a website at as a communication platform with the Shareholders and investors.Information on the Companys website will be updated on a regular basis.Information released by the Company on the website of the Stock Exchange will al
299、so be posted on the Companys website for corporate communications in real time thereafter.Such information includes financial statements,results announcements,circulars and notices of general meetings and associated explanatory documents,etc.Shareholders EnquiriesShareholders and investors may send
300、written enquiries or requests to the Company for the attention of the Board.The contact details are as follows:Address:Unit 15-60,Level 15,Lee Garden Two,28 Yun Ping Road,Causeway Bay,Hong Kong,ChinaEmail:Shareholders may raise questions about their equity with the Companys Hong Kong Share Registrar
301、,Tricor Investor Services Limited.The Company ensures that the Hong Kong Share Registrar maintains up-to-date data on the Shares at all times to respond effectively to the Shareholders enquiries.POLICIES RELATING TO SHAREHOLDERSShareholders Communication PolicyThe Company believes that effective com
302、munication with the Shareholders is essential for enhancing investor relations and investors understanding of the Groups business performance and strategies.The Group also recognizes the importance of transparency and timely disclosure of corporate information,which enables the Shareholders and inve
303、stors to make the best investment decision.The Company communicates with Shareholders and investors mainly through the Companys financial reports(including interim and annual reports),annual general meetings and other general meetings that may be convened,as well as by publishing all disclosure info
304、rmation submitted to the Stock Exchange and corporate communications and other company publications on the Companys website.The Company has reviewed and considered the implementation of the Shareholders Communication Policy to be effective from the Listing Date to the end of the Reporting Period.Xia
305、ocaiyuan International Holding Ltd.2024 Annual Report41 CORPORATE GOVERNANCE REPORTDividend PolicyAny future declarations and payments of dividends will be at the absolute discretion of our Directors and will depend on our actual and expected results of operations,cash flow and financial position,ge
306、neral business conditions and business strategies,expected working capital requirements and future expansion plans,legal,regulatory and other contractual restrictions,and other factors which our Directors consider relevant.No dividend shall be declared or payable except out of our profits and reserv
307、es lawfully available for distribution.We are a holding company incorporated in the Cayman Islands and operate our businesses through our operating subsidiaries in the PRC.Therefore,the availability of funds to pay dividends to the Shareholders depends upon dividends received from these subsidiaries
308、.The PRC laws and regulations require that dividends be paid only out of the net profit calculated according to PRC accounting principles,which differ in many aspects from generally accepted accounting principles in other jurisdictions,including IFRS.The PRC laws and regulations also require enterpr
309、ise incorporated in the PRC to set aside 10%of after-tax profits based on the relevant accounting standards set out by the PRC regulatory authorities at the end of each year to fund certain statutory reserves until such reserve funds reach and remain at or above 50%of the relevant PRC entitys regist
310、ered capital.Distributions from our subsidiaries may also be restricted if they incur debt or losses,or in accordance with any restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries may enter into in the future.The Company does not have any pre-determined div
311、idend distribution proportion or distribution ratio.The Board will review the dividend policy on a regular basis.Shareholders RightsTo safeguard Shareholders interests and rights,separate resolutions should be proposed at general meetings for each significant matter,including the election of individ
312、ual Directors,for consideration and voting by Shareholders.All resolutions put forward at general meetings will be voted on by poll pursuant to the Listing Rules,and the results of the voting will be published on the websites of the Company()and the Hong Kong Stock Exchange(www.hkexnews.hk)after eac
313、h general meeting.In accordance with the Articles of Association,the Board may,whenever it thinks fit,convene an extraordinary general meeting.One or more members holding,as at the date of deposit of the requisition,in aggregate not less than one-tenth of the voting rights(on a one vote per share ba
314、sis)in the share capital of the Company may also make a requisition to convene an extraordinary general meeting and/or add resolutions to the agenda of a general meeting.Such requisition shall be made in writing to the Board or the company secretary of the Company for the purpose of requiring an ext
315、raordinary general meeting to be called by the Board for the consideration of any business specified in such requisition.Such meeting shall be held within two months after the deposit of such requisition.If within 21 days of such deposit,the Board fails to proceed to convene such meeting,the requisi
316、tionist(s)himself(themselves)may do so in the same manner,and all reasonable expenses incurred by the requisitionist(s)as a result of the failure of the Board shall be reimbursed to the requisitionist(s)by the Company.Xiaocaiyuan International Holding Ltd.2024 Annual Report42 CORPORATE GOVERNANCE RE
317、PORTCONSTITUTIONAL DOCUMENTSThe Articles of Association of the Company have been effective from the Listing Date,and are available on the websites of the Company and the Stock Exchange.There were no changes in the Companys constitutional documents during the period from the Listing Date to December
318、31,2024.RISK MANAGEMENT AND INTERNAL CONTROLThe Board acknowledges that it is the responsibility of the Board to maintain adequate risk management and internal control systems to safeguard Shareholder investments and the Companys assets and review the effectiveness of such systems on an ongoing basi
319、s at least annually.The Board shall also oversee the design,implementation and monitoring of risk management and internal control systems by the management,who should provide the Board with confirmation of the effectiveness of such systems.The Board considers that such systems are designed to manage
320、 rather than eliminate the risks of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misrepresentation or loss.We have implemented a series of risk management policies and procedures to identify,assess and manage risks we are exposed
321、to in our operations.Some of the major risks we face include:our business depends significantly on the market recognition of our Xiaocaiyuan brand,and if we are not able to maintain or enhance the image of our Xiaocaiyuan brand recognition,our business,financial conditions and results of operations
322、may be materially and adversely affected;we have in recent years experienced rapid expansion,which may lead to increasing risks and uncertainties,and our evolving operation system may not be effective in addressing such risks and uncertainties;we may not be able to maintain and increase the sales an
323、d profitability of our existing restaurants,and our future growth also depends on our ability to open and profitably operate in existing and new geographical markets;increases in the cost of food ingredients used in our restaurants and other associated costs as a result of market forces may lead to
324、declines in our margins and operating results;if we cannot obtain desirable restaurant sites or secure the renewal of existing leases on commercially reasonable terms,or our current restaurant sites are affected by other unfavourable factors beyond our control,our business,results of operations and
325、ability to implement our growth strategy may be materially and adversely affected;if the quality of our offerings or dining experiences declines,our restaurants may not continue to be successful;we may be unable to continue to successfully develop our new brands;failures to meet food safety and hygi
326、ene standards could have a material and adverse effect on our reputation,financial conditions and results of operations;and intense competition in Chinas catering industry could prevent us from increasing or sustaining our revenue and profitability.Xiaocaiyuan International Holding Ltd.2024 Annual R
327、eport43 CORPORATE GOVERNANCE REPORTTo monitor the ongoing implementation of our risk management policies and corporate governance measures,we have established an internal audit function and will continue to adopt,the following risk management measures:we have established an Audit Committee to review
328、 and supervise our financial reporting process and internal control system;we have adopted various policies to ensure compliance with the Listing Rules,including,but not limited to,requirements regarding connected transactions and information disclosure;we will continue to organize training sessions
329、 for our Directors and senior management in respect of the relevant requirements of the Listing Rules and duties of directors of companies listed in Hong Kong;and we have engaged an internal control consultant to review the effectiveness of our internal controls associated with our major business pr
330、ocesses,identify deficiencies and areas for improvement,provide recommendations for and review the implementation status of these remedial actions.In addition to the internal control measures we adopted in relation to non-compliant incidents,we have also taken measures to improve internal controls i
331、n relation to other respects of our operations.The Company has implemented various policies and procedures to ensure effective management in our operations,production,financial reporting and recording,and compliance with applicable laws and regulations.The Board,through the Audit Committee,has revie
332、wed the effectiveness of the Groups risk management and internal control systems,as well as the effectiveness of the internal audit function and considers such systems in place for the year ended December 31,2024 and as of the Latest Practicable Date,to be effective and adequate.Xiaocaiyuan Internat
333、ional Holding Ltd.2024 Annual Report44 DIRECTORS REPORTThe Board is pleased to present the Directors report together with the audited consolidated financial statements of the Group for the year ended December 31,2024.LIST OF DIRECTORSDuring the Reporting Period and as of the Latest Practicable Date,the list of Directors of the Company is set out below:Executive DirectorsMr.Wang Shugao(汪書高)(Chairma
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