6-K
SUPER HI INTERNATIONAL HOLDING LTD. (HDL)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-42101
SUPER HIINTERNATIONAL HOLDING LTD.
1 Paya Lebar Link, #09-04
PLQ 1 Paya Lebar Quarter
Singapore 408533
+65 6378 1921
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUPER HI INTERNATIONAL HOLDING LTD. | |
|---|---|
| By: | /s/<br> Ping Shu |
| Name: | Ping Shu |
| Title: | Director and Chairman |
Date: August 27, 2024
Exhibit 99.1
Super Hi Reports Unaudited FinancialResults for the Second Quarter of 2024
SINGAPORE, August 27, 2024 (GLOBE NEWSWIRE) -- Super Hi International Holding Ltd. (NASDAQ: HDL and HKEX: 9658) (“Super Hi” or the “Company”), a leading Chinese cuisine restaurant brand operating Haidilao hot pot restaurants in the international market, today announced its unaudited financial results for the second quarter of FY2024 ended June 30, 2024.
Second Quarter 2024 Highlights
| · | Revenue was US$183.3 million, representing an increase of 12.5% from US$163.0 million in the same period of 2023. |
|---|---|
| · | In the second quarter of 2024, the Company opened 4 new Haidilao restaurants and closed 1 restaurant in Southeast Asia that had been<br>underperforming for a prolonged period, resulting in an increase of 3 net new Haidilao restaurants. Total number of Haidilao restaurants<br>expanded from 119 as of March 31, 2024 to 122 as of June 30, 2024. |
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| · | Total table turnover rate^1^ and<br>same-store table turnover rate^2^ were<br>both 3.8 times per day, compared to 3.3 times per day in the same period of 2023. |
| --- | --- |
| · | Had over 7.2 million total guest visits, representing an increase of 14.3% from 6.3 million in the same period of 2023. |
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| · | Same-store sales growth^3^ was<br>6.6%. |
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Ms. Yang Lijuan, CEO & Executive Director of Super Hi, commented, “During the second quarter of 2024, we focused on enhancing our local restaurant management across key areas including environment, services, products, and food safety. This approach aims to improve guest satisfaction, strengthen guest connections, and boost operational efficiency. Our efforts yielded tangible results, with our table turnover rate increasing to 3.8 times per day, up 0.5 times per day from the same period of last year. During the quarter, revenue grew by 12.5% year over year, driven by the ongoing recovery of the macro environment and our local restaurants’ concerted efforts to improve performance by enhancing guest satisfaction, expanding our guest base, capturing more diverse consumption scenarios, and optimizing product offerings. Our achievements underscore our commitment to sustainable growth and position us well for continued success in the evolving restaurant industry landscape.”
^1^ Calculated by dividing the total tables served for the period by the product of total Haidilao restaurant operation days for the period and average table count during the period.
^2^ Calculated by dividing the total tables served for the period by the product of total Haidilao restaurant operation days for the period and average table count at the Company’s same stores during the period.
^3^ Refers to the year-over-year growth of the aggregate gross revenue from Haidilao restaurant operations at the Company’s same stores for the period indicated.
1
Second Quarter 2024 Financial Results
Revenue was US$183.3 million, representing an increase of 12.5% from US$163.0 million in the same period of 2023.
| · | Revenue from Haidilao restaurant operations was US$176.2 million, representing an increase of 12.3% from US$156.9 million in the same<br>period of 2023. The increase was mainly driven by (i) continued recovery in international markets; (ii) our continuous efforts<br>in increasing guest visits and table turnover rates; and (iii) ongoing business expansion and increased brand influence. |
|---|---|
| · | Revenue from delivery business was US$2.3 million, representing a decline of 11.5% from US$2.6 million in the same period of 2023.<br>The decline was primarily attributable to the strategic decision of some restaurants to prioritize the dine-in business compared to the<br>same period of last year. |
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| · | Revenue from other business was US$4.8 million, representing an increase of 37.1% from US$3.5 million in the same period of 2023.<br>The increase was a result of the growing popularity of hot pot condiment products and Haidilao-branded and sub-branded food products to<br>local customers and retailers. |
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Rawmaterials and consumables used were US$61.7 million, representing an increase of 11.4% from US$55.4 million in the same period of 2023. As a percentage of revenue, raw materials and consumables decreased slightly to 33.7% in the second quarter of 2024 from 34.0% in the same period of 2023.
Staffcosts were US$62.7 million, representing an increase of 14.8% from US$54.6 million in the same period of 2023. As a percentage of revenue, staff costs were 34.2%, compared to 33.5% in the same period of 2023. The increase was primarily due to (i) the increase in the number of employees in line with the expansion of restaurant network, and the increase in guest visits and table turnover rate, (ii) the Company’s operation strategy of ensuring sufficient number of employees to provide superior customer experience, and (iii) the increase in statutory minimum wages in several countries.
Incomefrom operations^4^ was US$8.5 million, representing a decline of 14.1% from US$9.9 million in the same period of 2023. Income from operation margin^5^ was 4.6%, compared to 6.1% in the same period of 2023. This decline in income from operations was primarily due to (i) an increase in rentals and related expenses of US$1.9 million, mainly representing increased property management fees resulting from the opening of new restaurants and the increase in variable lease payments in line with the increase in revenue from relevant restaurants, and (ii) listing expenses of US$1.8 million.
Lossfor the period was US$0.1 million, compared to a loss of US$2.2 million in the same period of 2023. This change was mainly due to an increase in revenue compared to the same period of 2023.
Basicand diluted net loss per share were both approximating nil, remaining flat compared to the same period of 2023.
^4^ Calculated by excluding interest income, finance costs, unrealized foreign exchange differences arising from remeasurement of balances which are not denominated in functional currency, net gain arising on financial assets at fair value through profit or loss and income tax expense from (loss) profit for the period.
^5^ Calculated by dividing income from operation by total revenue.
2
Operational Highlights
Haidilao Restaurant Performance
The following table summarizes key performance indicators of Haidilao’s restaurants for the quarters indicated.
| 2023 | |||
| Number of restaurants | |||
| Southeast Asia | 74 | 70 | |
| East Asia | 18 | 17 | |
| North America | 20 | 18 | |
| Others(1) | 10 | 10 | |
| Total | 122 | 115 | |
| Total guest visits (million) | |||
| Southeast Asia | 5.1 | 4.5 | |
| East Asia | 0.7 | 0.6 | |
| North America | 0.9 | 0.7 | |
| Others(1) | 0.5 | 0.5 | |
| Overall | 7.2 | 6.3 | |
| Table turnover rate(2) (times per day) | |||
| Southeast Asia | 3.7 | 3.3 | |
| East Asia | 4.1 | 3.2 | |
| North America | 4.0 | 3.3 | |
| Others(1) | 3.9 | 3.7 | |
| Overall | 3.8 | 3.3 | |
| Average spending per guest(3) (US) | |||
| Southeast Asia | 19.1 | 19.7 | |
| East Asia | 27.3 | 28.4 | |
| North America | 41.9 | 47.2 | |
| Others(1) | 42.4 | 40.3 | |
| Overall | 24.4 | 25.0 | |
| Average daily revenue per restaurant(4) (US in thousands) | |||
| Southeast Asia | 15.1 | 14.4 | |
| East Asia | 15.2 | 11.6 | |
| North America | 20.7 | 18.8 | |
| Others(1) | 24.7 | 22.9 | |
| Overall | 16.9 | 15.4 |
All values are in US Dollars.
Notes:
| (1) | Others include Australia, the United Kingdom and the United Arab Emirates. |
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| (2) | Calculated by dividing total number of tables served for the periods by the product of total Haidilao<br>restaurant operation days for the period and average table count during the period in the same geographic region. |
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| (3) | Calculated by dividing gross revenue of Haidilao restaurant operation for the periods by total guests<br>served for the periods in the same geographic region. |
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| (4) | Calculated by dividing the revenue of Haidilao restaurant operation for the periods by the total Haidilao<br>restaurant operation days of the periods in the same geographic region. |
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3
Same-Store Sales
The following table sets forth details of the Company’s same store sales for the quarters indicated.
| 2023 | |||
| Number of Same Stores(1) | |||
| Southeast Asia | 66 | ||
| East Asia | 13 | ||
| North America | 18 | ||
| Others(5) | 8 | ||
| Total | 105 | ||
| Same Store Sales(2) (US in thousands) | |||
| Southeast Asia | 90,736 | 89,692 | |
| East Asia | 17,725 | 14,474 | |
| North America | 34,862 | 30,848 | |
| Others(5) | 19,654 | 17,802 | |
| Total | 162,977 | 152,816 | |
| Average same store sales per day(3) (US in thousands) | |||
| Southeast Asia | 15.1 | 14.9 | |
| East Asia | 15.0 | 12.2 | |
| North America | 21.3 | 18.8 | |
| Others(5) | 27.0 | 24.5 | |
| Total | 17.1 | 16.0 | |
| Average same store table turnover rate(4) (times/day) | |||
| Southeast Asia | 3.7 | 3.3 | |
| East Asia | 4.0 | 3.2 | |
| North America | 4.0 | 3.3 | |
| Others(5) | 4.2 | 3.9 | |
| Total | 3.8 | 3.3 |
All values are in US Dollars.
Notes:
| (1) | Includes restaurants that commenced operations prior to the beginning of the periods under comparison<br>and opened for more than 75 days in the second quarter of 2023 and 2024, respectively. |
|---|---|
| (2) | Refers to the aggregate gross revenue from Haidilao restaurant operation at our same stores for the periods<br>indicated. |
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| (3) | Calculated by dividing the gross revenue from Haidilao restaurant operation<br>for the periods by the total Haidilao restaurant operation days at our same stores for the periods. |
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| (4) | Calculated by dividing the total tables served for the periods by<br>the product of total Haidilao restaurant operation days for the period and average table count at our same stores during the periods. |
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| (5) | Others<br>include Australia, the United Kingdom and the United Arab Emirates. |
4
Recent Developments
On June 21, 2024, the Company announced the appointment of Ms. Yang Lijuan as the new Chief Executive Officer and as executive director of the Company, effective July 1, 2024.
About Super Hi
Super Hi operates Haidilao hot pot restaurants in the international market. Haidilao is a leading Chinese cuisine restaurant brand. With roots in Sichuan from 1994, Haidilao has become one of the most popular and largest Chinese cuisine brands in the world. With over 30 years of brand history, Haidilao is well-loved by guests for its unique dining experience — warm and attentive service, great ambiance and delicious food, standing out among global restaurant chains, which has made Haidilao restaurants into a worldwide cultural phenomenon. As of June 30, 2024, Super Hi had 122 self-operated Haidilao restaurants in 13 countries across four continents, making it the largest Chinese cuisine restaurant brand in the international market in terms of number of countries covered by self-operated restaurants.
5
Forward-Looking Statements
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Super Hi may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “SEHK”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Super Hi’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Super Hi’s operations and business prospects; future developments, trends and conditions in the industry and markets in which Super Hi operates; Super Hi’s strategies, plans, objectives and goals and Super Hi’s ability to successfully implement these strategies, plans, objectives and goals; Super Hi’s ability to maintain an effective food safety and quality control system; Super Hi’s ability to continue to maintain its leadership position in the industry and markets in which Super Hi operates; Super Hi’s dividend policy; Super Hi’s capital expenditure plans; Super Hi’s expansion plans; Super Hi’s future debt levels and capital needs; Super Hi’s expectations regarding the effectiveness of its marketing initiatives and the relationship with third-party partners; Super Hi’s ability to recruit and retain qualified personnel; relevant government policies and regulations relating to Super Hi’s industry;
Super Hi’s ability to protect its systems and infrastructures from cyber-attacks; general economic and business conditions globally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Super Hi’s filings with the SEC and the announcements and filings on the website of the SEHK. All information provided in this press release is as of the date of this press release, and Super Hi does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Contacts
Investor Relations
Email: superhi_ir@superhi-inc.com
Phone: +1 (212) 574-7992
Public Relations
Email: media.hq@superhi-inc.com
6
UNAUDITED INTERIM CONDENSEDCONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| 2023 | |||
| ’000 | ’000 | ||
| Revenue | 183,283 | 162,993 | |
| Other income | 2,375 | 2,387 | |
| Raw materials and consumables used | (61,734 | (55,416 | |
| Staff costs | (62,692 | (54,615 | |
| Rentals and related expenses | (4,699 | (2,761 | |
| Utilities expenses | (6,858 | (6,397 | |
| Depreciation and amortization | (18,544 | (20,097 | |
| Travelling and communication expenses | (1,731 | (1,226 | |
| Listing expenses | (1,832 | - | |
| Other expenses | (17,726 | (14,301 | |
| Other losses - net | (5,785 | (8,873 | |
| Finance costs | (1,937 | (1,991 | |
| Profit (Loss) before tax | 2,120 | (297 | |
| Income tax expense | (2,224 | (1,870 | |
| Loss for the period | (104 | (2,167 | |
| Other comprehensive income | |||
| Item that may be reclassified subsequently to profit or loss: | |||
| Exchange differences arising on translation of foreign operations | 7,143 | 10,477 | |
| Total<br>comprehensive income for the period | 7,039 | 8,310 | |
| Loss for the period attributable to: | |||
| Owners of the Company | (126 | (2,074 | |
| Non-controlling interests | 22 | (93 | |
| (104 | (2,167 | ||
| Total<br>comprehensive income attributable to: | |||
| Owners of the Company | 7,017 | 8,403 | |
| Non-controlling interests | 22 | (93 | |
| 7,039 | 8,310 | ||
| (Loss) Earnings per share | |||
| Basic and diluted () | (0.00 | (0.00 |
All values are in US Dollars.
7
UNAUDITED INTERIM CONDENSEDCONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| As at June 30, | |||
|---|---|---|---|
| 2024 | |||
| ’000 | USD’000 | ||
| Non-current Assets | |||
| Property, plant and equipment | 159,881 | 168,724 | |
| Right-of-use assets | 161,604 | 167,641 | |
| Intangible assets | 298 | 402 | |
| Deferred tax assets | 1,625 | 1,995 | |
| Other receivables | 1,960 | 1,961 | |
| Prepayment | 242 | 295 | |
| Rental and other deposits | 18,683 | 16,903 | |
| 344,293 | 357,921 | ||
| Current Assets | |||
| Inventories | 26,632 | 29,762 | |
| Trade and other receivables and prepayments | 29,489 | 29,324 | |
| Financial assets at fair value through profit or loss | 77,130 | - | |
| Rental and other deposits | 2,920 | 3,882 | |
| Pledged bank deposits | 2,994 | 3,086 | |
| Bank balances and cash | 140,659 | 152,908 | |
| 279,824 | 218,962 | ||
| Current Liabilities | |||
| Trade payables | 32,994 | 34,375 | |
| Other payables | 31,230 | 34,887 | |
| Amounts due to related parties | 840 | 842 | |
| Tax payable | 7,713 | 9,556 | |
| Lease liabilities | 38,389 | 38,998 | |
| Contract liabilities | 8,334 | 8,306 | |
| Provisions | 721 | 1,607 | |
| 120,221 | 128,571 | ||
| Net Current Assets | 159,603 | 90,391 |
All values are in US Dollars.
8
UNAUDITED INTERIM CONDENSEDCONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| As at June 30, | As at December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| ’000 | ’000 | |||
| Non-current Liabilities | ||||
| Deferred tax liabilities | 1,273 | 1,347 | ||
| Lease liabilities | 154,420 | 163,947 | ||
| Contract liabilities | 2,533 | 3,098 | ||
| Provisions | 8,833 | 7,799 | ||
| 167,059 | 176,191 | |||
| Net Assets | 336,837 | 272,121 | ||
| Capital and Reserves | ||||
| Share capital | 3 | 3 | ||
| Shares held under share award scheme | * | * | ||
| Share premium | 550,593 | 494,480 | ||
| Reserves | (215,728 | (224,397 | ||
| Equity attributable to owners of the Company | 334,868 | 270,086 | ||
| Non-controlling interests | 1,969 | 2,035 | ||
| Total Equity | 336,837 | 272,121 |
All values are in US Dollars.
| * | Less than USD1,000 |
|---|
9
UNAUDITED INTERIM CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
| For the three months ended June 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| ’000 | ’000 | |||
| Net cash from operating activities | 23,984 | 36,011 | ||
| Net cash (used in) from investing activities | (18,726 | 1,051 | ||
| Net cash from (used in) financing activities | 45,348 | (11,667 | ||
| Net increase in cash and cash equivalents | 50,606 | 25,395 | ||
| Cash and cash equivalents at beginning of the period | 90,031 | 93,311 | ||
| Effect of foreign exchange rate changes | 22 | 230 | ||
| Cash and cash equivalents at end of the period | 140,659 | 118,936 |
All values are in US Dollars.
10
Exhibit 99.2
Hong Kong Exchanges and ClearingLimited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representationas to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relianceupon the whole or any part of the contents of this announcement.
SUPER HI INTERNATIONAL HOLDINGLTD.
特海国际控股有限公司
(Incorporated in the CaymanIslands with limited liability)
(HKEX Stock Code: 9658; NASDAQSymbol: HDL)
ANNOUNCEMENT OF INTERIMRESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2024
The board (the “Board”) of directors (the “Directors”) of SUPER HI INTERNATIONAL HOLDING LTD. (the “Company”) hereby announces the unaudited consolidated results of the Company and its subsidiaries (together, the “Group”) for the six months ended June 30, 2024 (the “Reporting Period”), together with comparative figures for the same period of 2023. The interim results have been reviewed by the audit committee of the Company (the “Audit Committee”).
Certain amounts and percentage figures included in this announcement have been subject to rounding adjustments, or have been rounded to one or two decimal places. Any discrepancies in any table, chart or elsewhere between totals and sums of amounts listed therein are due to rounding.
KEY FINANCIALHIGHLIGHTS
| 2023 | ||
| (US’000) | ||
| Revenue | ||
| Revenue from Haidilao restaurant operation | ||
| Profit before tax | ||
| (Loss) Profit for the period | ) | |
| (Loss) Profit for the period attributable to owners of the Company | ) | |
| (Loss) Profit per share (Basic and diluted) (US) | ) |
All values are in US Dollars.
BUSINESS HIGHLIGHTS OF HAIDILAO RESTAURANTS
| 2023 | |||
| Number of restaurants | 122 | 115 | |
| Total guest visits (million) | 14.5 | 12.3 | |
| Average table turnover rate (times/day) | 3.8 | 3.3 | |
| Average spending per guest (US) | 24.6 | 25.5 | |
| Average daily revenue per restaurant (US’000) | 17.2 | 15.6 | |
| Restaurant level operating margin (%) | 8.7 | 8.3 |
All values are in US Dollars.
| 1 |
| --- |
2024 INTERIM PERFORMANCE REVIEW
In the first half of 2024, global economic activities demonstrated a general recovery, though economic structures and growth rates differed across countries and regions. Meanwhile, inflationary pressures persisted, impacting raw material and labor costs. In response, the Group concentrated on optimizing the management of its local restaurants. This included enhancements in the environment, services, products, and food safety, with the aim of continuously improving customer satisfaction and strengthening customer relations, thereby boosting operational efficiency in its restaurants.
In the first half of 2024, the overall and same-store table turnover rate of Haidilao restaurants of the Group was 3.8 times per day, representing an increase of 0.5 time per day as compared to the same period in 2023. The significant increase in the table turnover rate was mainly attributable to (i) the continued recovery of the economic environment; and (ii) the efforts by Haidilao restaurants in several aspects, such as improving customer satisfaction, broadening the customer base, and tapping into a range of consumption scenarios. For instance, initiatives were aligned with holidays, concerts, tourism seasons, and sports events, which helped expand the customer base in nearby areas and enhance operations for occasions such as family gatherings and late-night dining.
In order to optimize customer experience, we also made great efforts in product innovation and improvement. To meet the needs and preferences of local consumers, we identified the country managers to be responsible for products at the local markets, and supporting them with various resources from the headquarters. In the first half of 2024, we improved and launched new products worldwide for over 500 times, covering categories such as the soup base, dishes, snacks, and beverages. Restaurants worldwide incubated popular products, which received wide interests from customers, effectively helping restaurants enhance customer satisfaction and brand influence. In addition to our existing hot pot offerings, we proactively introduced new dining options such as seafood steamer and BBQ plate, so as to enrich the options and experience of consumers in different periods. Furthermore, we continued to optimize the global supply chain, proactively sought local high-quality suppliers, as well as continued to enhance cost control and improve the operational efficiency while ensuring food quality.
As of June 30, 2024, we operated 122 Haidilao restaurants in the international market, representing a net increase of 7 restaurants as compared to the same period last year. In the first half of 2024, we opened 8 new restaurants, with 5 located in Southeast Asia (including 1 in the Philippines, representing our entry into a new market), 2 in North America and 1 in East Asia. At the same time, we closed 1 restaurant in Southeast Asia, which had underperformed for a prolonged period. We adopted the “bottom-up” strategy and a positive and cautious attitude when opening new restaurants. In addition, we review our existing restaurants from time to time. For restaurants that have consistently been underperforming, our headquarters will provide specific guidance to the restaurant or transform the business model to improve its performance. If the restaurant fails to improve, we will consider temporary closure or permanent closure to stop loss.
| 2 |
| --- |
In addition to Haidilao restaurants, we also took the initiative to explore the innovation and operation of different business forms, including but not limited to fast food and halal hot pot. To foster the incubation and expansion of innovative business forms, we launched the “Pomegranate plan.” This strategic initiative draws inspiration from the pomegranate, where each seed represents a unique business form, collectively supporting and forming our comprehensive catering service group. To support the efficient implementation of the “Pomegranate plan”, we assembled a team of highly skilled and innovative management personnel, covering various aspects such as restaurant operations, product development, and brand marketing. We provided resources for such innovation and entrepreneurship, and implemented various incentive measures. In addition, we also encouraged managers with excellent performance to manage their existing restaurants or businesses while also participating in the establishment and management of new business forms through the “dual-management” and “multi-management” approach, so as to stimulate the potential of outstanding talents and enhance the effectiveness of internal management.
FINANCIAL REVIEW
The Group recorded revenue of US$370.9 million for the six months ended June 30, 2024, representing an increase of 14.5% from US$323.9 million for the same period in 2023, primarily due to the increase in table turnover rate and the expansion of restaurant network during the Reporting Period. The Group recorded an average spending per guest of US$24.6 for the six months ended June 30, 2024, representing a decrease of US$0.9 from US$25.5 for the same period in 2023, primarily due to exchange rate fluctuations, which had partially offset our revenue growth driven by the increase in table turnover rate and expansion of restaurant network.
During the Reporting Period, the increase in table turnover rate effectively had driven the improvement in the operational efficiency of our restaurants. Although we increased the number of restaurant employees in the first half of 2024 to further improve restaurant management, and faced inflationary pressure from rising raw materials costs and labor costs globally, we still managed to achieve a restaurant level operating profit margin of 8.7%, representing an increase of 0.4 percentage point compared to the same period last year.
During the Reporting Period, the Group recorded income from operations^1^ of US$20.9 million, representing a decrease of 1.4% from US$21.2 million for the same period last year. The income from operation margin^2^ was 5.6%, compared to 6.5% for the same period last year. The changes were mainly because:
| · | government grants decreased by US$1.4 million as compared to the same period last year, mainly due to<br>the cancellation of COVID-19-related restaurant subsidies in some countries, which also affected the operating profit and net profit during<br>the Reporting Period; and |
|---|---|
| · | listing expenses increased to US$2.5 million as the Company issued American Depositary Shares on NASDAQ<br>and completed dual-listing in May 2024, which also affected the operating profit and net profit during the Reporting Period. |
| --- | --- |
| 1 | Calculated by excluding interest income, finance costs, unrealized foreign exchange differences arising from remeasurement of balances<br>which are not denominated in functional currency, net gain arising on financial assets at fair value through profit or loss and income<br>tax expense from (loss) profit for the period. |
| --- | --- |
| 2 | Calculated by dividing income from operation by total revenue. |
| --- | --- |
| 3 |
| --- |
During the Reporting Period, the Group recorded a net loss of US$4.6 million, representing a decrease of US$8.0 million as compared to the net profit of US$3.4 million for the same period last year. In addition to the aforementioned factors that affected our income from operations, the change to net loss was mainly because net foreign exchange loss increased by US$8.8 million to US$19.5 million. Such increase was due to the unrealized exchange losses incurred by the revaluation of monetary items which are denominated in currencies other than the reporting currency (US Dollar) as a result of exchange rate fluctuations in the first half of 2024, which affected the net profit during the Reporting Period.
FUTURE PROSPECT
In May 2024, we issued American Depositary Shares and completed dual-listing on NASDAQ. We will remain oriented to “customer satisfaction” and “employee effort” in the future, to develop our Company into a leading multi-brand chain catering enterprise. We will endeavor and persist to:
| · | enhance the dining experience of customers by constantly optimizing the environment, services and products,<br>and offering more value-added services to the customers; |
|---|---|
| · | expand the restaurant network, including both Haidilao hot pot restaurants and restaurants with new business<br>forms, proactively seeking potential restaurant locations in the countries where the Group has business operations, as well as entering<br>new markets whenever opportunities arise; |
| --- | --- |
| · | improve the operating performance of restaurants, expand revenue sources, and control costs and expenses<br>reasonably; |
| --- | --- |
| · | proactively develop and explore new business forms, including but not limited to incubation, strategic<br>acquisitions or other forms of collaboration, to further enrich our business offerings and customer base; and |
| --- | --- |
| · | improve the capabilities of the headquarters to empower restaurants, including but not limited to supply<br>chain optimization, brand building and digital support. |
| --- | --- |
MANAGEMENT DISCUSSION AND ANALYSIS
Revenue
The Group generated revenue from (i) Haidilao restaurant operations, (ii) delivery business and (iii) others, primarily consisting of revenue from sales of hot pot condiment products and food under Haidilao brand and secondary brands to local guests and retailers.
The Group’s revenue amounted to US$370.9 million for the six months ended June 30, 2024, representing an increase of 14.5% from US$323.9 million for the corresponding period in 2023, primarily driven by an increase of US$43.8 million in revenue from Haidilao restaurant operation.
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Haidilao Restaurant Operation
The Group’s revenue from Haidilao restaurant operation amounted to US$356.5 million for the six months ended June 30, 2024, representing an increase of 14.0% from US$312.7 million for the corresponding period in 2023. This increase was mainly due to (i) continued recovery of the catering industry in the international markets; (ii) our continuous efforts in increasing guest visits and table turnover rates; and (iii) our ongoing business expansion in the first half of 2024. The Group recorded an average spending per guest of US$24.6 for the six months ended June 30, 2024, representing a decrease of US$0.9 from US$25.5 for the same period in 2023, primarily due to exchange rate fluctuations, which had partially offset our revenue growth driven by the increase in table turnover rate and expansion of restaurant network.
Restaurant Network
As of June 30, 2024, we had expanded our restaurant network to 122 restaurants in 13 countries in Asia, North America, Europe and Oceania. The following table summarizes the number of Haidilao restaurants and the breakdown of revenue from Haidilao restaurant operation by geographic region as of the dates indicated or for the periods indicated:
| As<br>of/For the six months ended June 30, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||||||||||
| Average | Average | ||||||||||||||||||
| revenue<br>per | revenue per | ||||||||||||||||||
| Number<br>of restaurants | Revenue | restaurant^(2)^ | Number<br>of restaurants | Revenue | restaurant^(2)^ | ||||||||||||||
| (US’000,<br>except number of restaurants and percentages) | |||||||||||||||||||
| Southeast Asia | 60.7 | % | 195,874 | 54.9 | % | 2,647 | 70 | 60.9 | % | 180,230 | 57.6 | % | 2,575 | ||||||
| East Asia | 14.8 | % | 43,237 | 12.1 | % | 2,402 | 17 | 14.8 | % | 35,815 | 11.5 | % | 2,107 | ||||||
| North America | 16.4 | % | 73,888 | 20.7 | % | 3,694 | 18 | 15.7 | % | 62,038 | 19.8 | % | 3,447 | ||||||
| Others^(1)^ | 8.1 | % | 43,489 | 12.3 | % | 4,349 | 10 | 8.6 | % | 34,635 | 11.1 | % | 3,464 | ||||||
| Total | 100 | % | 356,488 | 100 | % | 2,922 | 115 | 100 | % | 312,718 | 100 | % | 2,719 |
All values are in US Dollars.
Notes:
| (1) | Includes Australia, the United Kingdom and the United Arab Emirates. |
|---|---|
| (2) | Calculated by dividing revenue generated from Haidilao restaurant<br>operation in the region by the number of Haidilao restaurants as of periods end. As such, average revenue per restaurant has not taken<br>into consideration of the different operating days for each restaurant. |
| --- | --- |
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Restaurant Performance
The following table sets forth certain key performance indicators of Haidilao restaurants by geographic region for the periods indicated:
| 2023 | |||
| Total guest visits (million) | |||
| Southeast Asia | 10.2 | 8.9 | |
| East Asia | 1.6 | 1.3 | |
| North America | 1.7 | 1.3 | |
| Others(1) | 1.0 | 0.8 | |
| Overall | 14.5 | 12.3 | |
| Average table turnover<br> rate(2) (times/day) | |||
| Southeast Asia | 3.7 | 3.3 | |
| East Asia | 4.1 | 3.1 | |
| North America | 4.1 | 3.2 | |
| Others(1) | 3.9 | 3.5 | |
| Overall | 3.8 | 3.3 | |
| Average spending per guest(3)<br> (US) | |||
| Southeast Asia | 19.3 | 20.3 | |
| East Asia | 27.8 | 28.6 | |
| North America | 42.6 | 49.1 | |
| Others(1) | 42.3 | 40.6 | |
| Overall | 24.6 | 25.5 | |
| Average daily revenue per restaurant(4)<br> (US’000) | |||
| Southeast Asia | 15.4 | 14.8 | |
| East Asia | 15.7 | 11.8 | |
| North America | 21.1 | 19.0 | |
| Others(1) | 24.5 | 22.7 | |
| Overall | 17.2 | 15.6 | |
| Restaurant level operating<br> margin(5) (%) | 8.7 | 8.3 |
All values are in US Dollars.
Notes:
| (1) | Include Australia, the United Kingdom and the United Arab Emirates. |
|---|---|
| (2) | Calculated by dividing the total number of tables<br> served for the periods by the product of total Haidilao restaurant operation days for the<br> periods and the average table count during the periods. |
| --- | --- |
| (3) | Calculated by dividing gross revenue of Haidilao<br> restaurant operation for the periods by total guests served for the periods. |
| --- | --- |
| (4) | Calculated by dividing the revenue of Haidilao<br> restaurant operation for the periods by the total Haidilao restaurant operation days of the<br> periods in the same geographic region. |
| --- | --- |
| (5) | Calculated by dividing restaurant level operating<br> profit/loss by restaurant level revenue. Restaurant level operating profit/loss is calculated<br> by deducting cost of restaurant level raw materials and consumables used, restaurant level<br> staff costs, restaurant level property rentals and related expenses, restaurant level utilities<br> expenses, restaurant level depreciation and amortization, restaurant travel and commute expenses<br> and other restaurant level expenses from restaurant level revenue. The cost of restaurant<br> level raw materials and consumables used included the cost of food ingredients and consumables<br> associated with central kitchens that are used within our Haidilao restaurants as well as<br> those procured directly from suppliers. |
| --- | --- |
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Same Store Sales
The following table sets forth details of the Group’s same store sales of Haidilao restaurants by geographic region for the periods indicated:
| 2024 | 2023 | ||
| Number of same stores(2) | |||
| Southeast Asia | 65 | ||
| East Asia | 14 | ||
| North America | 18 | ||
| Others(1) | 6 | ||
| Overall | 103 | ||
| Same store sales(3) (US’000) | |||
| Southeast Asia | 182,291 | 177,829 | |
| East Asia | 39,840 | 32,480 | |
| North America | 71,118 | 62,038 | |
| Others(1) | 29,916 | 26,444 | |
| Overall | 323,165 | 298,791 | |
| Average same store sales per day(4) (US’000) | |||
| Southeast Asia | 15.5 | 15.2 | |
| East Asia | 15.8 | 12.9 | |
| North America | 21.7 | 19.0 | |
| Others(1) | 27.4 | 24.4 | |
| Overall | 17.3 | 16.1 | |
| Average spending per guest (US) | |||
| Southeast Asia | 19.0 | 20.6 | |
| East Asia | 28.0 | 28.9 | |
| North America | 43.4 | 49.1 | |
| Others(1) | 44.0 | 40.6 | |
| Overall | 24.3 | 25.6 | |
| Average same store table turnover rate(5)<br>(times/day) | |||
| Southeast Asia | 3.7 | 3.3 | |
| East Asia | 4.2 | 3.3 | |
| North America | 4.1 | 3.2 | |
| Others(1) | 4.1 | 3.7 | |
| Overall | 3.8 | 3.3 |
All values are in US Dollars.
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Notes:
| (1) | Includes Australia, the United Kingdom and the United Arab Emirates. |
|---|---|
| (2) | Includes restaurants that commenced operations prior to the beginning<br> of the periods under comparison, remained open as of June 30, 2024 and opened for more than 150<br> days both in six months ended June 30, 2023 and six months ended June 30, 2024. |
| --- | --- |
| (3) | Refers to the gross revenue of Haidilao restaurant operation at the<br> same stores for the periods indicated. |
| --- | --- |
| (4) | Calculated by dividing the gross revenue of Haidilao restaurant operation<br> at the same stores for the periods by the total Haidilao restaurant operation days at the same stores<br> for the periods. |
| --- | --- |
| (5) | Calculated by dividing the total tables served for the periods by the<br> product of total Haidilao restaurant operation days for the periods and average table count at the<br> same stores during the periods. |
| --- | --- |
Delivery Business
The Group’s revenue from delivery business amounted to US$5.2 million for the six months ended June 30, 2024, representing an increase of 20.9% from US$4.3 million for the corresponding period in 2023. This increase was mainly due to our increased brand influence.
Others
Others mainly consisted of revenue from sales of hot pot condiment products and food under Haidilao brand and secondary brands to local guests and retailers.
The Group’s revenue from others amounted to US$9.2 million for the six months ended June 30, 2024, representing an increase of 33.3% from US$6.9 million for the corresponding period in 2023. This increase reflected the growing popularity of the above products.
Other Income
Other income primarily consisted of (i) government grants; and (ii) interest income from bank deposits and rental deposits.
The Group’s other income amounted to US$3.3 million for the six months ended June 30, 2024, representing a decrease of 40.0% from US$5.5 million for the corresponding period in 2023. This decrease was mainly due to a decrease in government grants received in relation to COVID-19.
Raw Materials and Consumables Used
Raw materials and consumables used consisted of costs for (i) food ingredients used in the restaurants, including the soup base and menu items; (ii) consumables used in the restaurant operation, including disposable items, such as napkins, disposable tableware and table cloths; and (iii) others, including logistics and transportation fees.
The Group’s raw materials and consumables used amounted to US$124.6 million for the six months ended June 30, 2024, representing an increase of 14.0% from US$109.3 million for the corresponding period in 2023. This increase was mainly due to an increase in food ingredient costs resulting from the enlargement of business scale and revenue increase. As a percentage of revenue, the Group’s raw materials and consumables used remained relatively stable at 33.7% and 33.6% for the six months ended June 30, 2023 and 2024, respectively.
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Staff Costs
Staff costs consisted of (i) employee salaries and other allowance; (ii) employee welfare; and (iii) retirement benefit scheme contributions.
The Group’s staff costs amounted to US$126.3 million for the six months ended June 30, 2024, representing an increase of 17.3% from US$107.7 million for the corresponding period in 2023. This increase was mainly due to the increase in the number of employees, which was in line with (i) the expansion of restaurant network, (ii) the increase in guest visits and table turnover rate, and (iii) our operation strategy of ensuring sufficient number of employees to provide superior customer experience in catering services, product quality, restaurant environment and food safety; as well as the increase in statutory minimum wages in certain countries where we operated. As a percentage of revenue, the Group’s staff costs increased from 33.3% for the six months ended June 30, 2023 to 34.1% for the six months ended June 30, 2024.
Rentals and Related Expenses
Rentals and related expenses mainly consisted of property management fees, variable lease payments and lease payments for short-term leases we entered into in relation to our offices and warehouses.
The Group’s property rentals and related expenses amounted to US$9.1 million for the six months ended June 30, 2024, representing an increase of 44.4% from US$6.3 million for the corresponding period in 2023. This increase was mainly due to (i) increased property management fees resulting from the opening of new restaurants; and (ii) the increase in variable lease payments in line with the increase in revenue from relevant restaurants.
Utilities Expenses
Utilities expenses primarily consisted of expenses on electricity, gas and water.
The Group’s utilities expenses remained relatively stable at US$12.6 million and US$13.7 million for the six months ended June 30, 2023 and 2024, respectively. As a percentage of revenue, utilities expenses remained relatively stable at 3.9% and 3.7% for the six months ended June 30, 2023 and 2024, respectively.
Depreciation and Amortization
Depreciation and amortization consisted of depreciation charges for the property, plant and equipment, which primarily included leasehold improvements, leasehold land and building, machinery, transportation equipment, furniture and fixtures and renovation in progress and right-of-use assets.
The Group’s depreciation and amortization amounted to US$39.0 million for the six months ended June 30, 2024, representing a decrease of 6.7% from US$41.8 million for the corresponding period in 2023. This decrease was mainly due to (i) a US$1.8 million decrease in depreciation of property, plant and equipment; and (ii) a US$1.1 million decrease in depreciation of right-of-use assets. As a percentage of revenue, depreciation and amortization decreased from 12.9% for the six months ended June 30, 2023 to 10.5% for the six months ended June 30, 2024, primarily due to the increase in our revenue.
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Traveling and Communication Expenses
Traveling and communication expenses mainly consisted of international and regional travel for new outlets and inspection of restaurant operations.
The Group’s traveling and communication expenses amounted to US$3.2 million for the six months ended June 30, 2024, representing an increase of 39.1% from US$2.3 million for the corresponding period in 2023. This increase was mainly due to the increase of business travels in line with our business expansion. As a percentage of revenue, traveling and communication expenses remained relatively stable at 0.7% and 0.9% for the six months ended June 30, 2023 and 2024, respectively.
Other Expenses
Other expenses comprised of (i) administrative expenses; (ii) consulting service expenses; (iii) bank charges; (iv) outsourcing service fees; and (v) others, which mainly consisted of daily maintenance expenses, storage expenses and business development expenses.
The Group’s other expenses amounted to US$33.1 million for the six months ended June 30, 2024, representing an increase of 19.1% from US$27.8 million for the corresponding period in 2023. As a percentage of revenue, other expenses increased from 8.6% for the six months ended June 30, 2023 to 8.9% for the six months ended June 30, 2024. This increase was mainly due to an increase in outsourcing service fee of US$5.1 million, resulting from the expansion of our restaurant network and the increase in table turnover rate.
Other Losses – Net
Other losses – net primarily consisted of (i) net impairment loss or reversal of impairment recognized in respect of property, plant and equipment and right-of-use assets; (ii) loss or gain on disposal of property, plant and equipment and termination of leases, which represented reversals of right-of-use assets and lease liabilities in relation to the termination of leases for restaurants we decided to suspend the opening of; (iii) loss or gain on modification of leases; (iv) net foreign exchange losses, which fluctuated from year-to-year based on exchange rate movements; (v) net gain arising on financial assets at fair value through profit or loss (“FVTPL”); and (vi) others.
The Group’s net other losses amounted to US$18.1 million for the six months ended June 30, 2024, representing an increase of 81.0% from US$10.0 million for the corresponding period in 2023. This increase was mainly due to an increase in net foreign exchange losses of US$8.8 million.
Finance Costs
Finance costs represented (i) interests on lease liabilities; and (ii) interests charge on unwinding of discounts, primarily in relation to provisions for restoration of the premises the Group used for the restaurants.
The Group’s finance costs remained relatively stable at US$4.3 million and US$3.9 million for the six months ended June 30, 2023 and 2024, respectively.
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Income Tax Expense
The Group recorded income tax expenses of US$3.9 million and US$5.3 million for the six months ended June 30, 2023 and 2024, respectively. The taxation of the Group was calculated at the rates prevailing in relevant jurisdictions, which ranged from 9% to 33% on the estimated assessable profits throughout the six months ended June 30, 2024.
(Loss) Profit for the Period
As a result of the foregoing, the Group recorded net loss of US$4.6 million for the six months ended June 30, 2024. For the corresponding period in 2023, the Group recorded net profit of US$3.4 million. This change was primarily due to (i) the increase in net foreign exchange loss of US$8.8 million, arising primarily from the unrealized exchange losses incurred by the revaluation of monetary items which are denominated in currencies other than the reporting currency (US Dollar) as a result of exchange rate fluctuations in the first half of 2024, and (ii) listing expenses of US$2.5 million recorded during the six months ended June 30, 2024.
Inventories
Inventories mainly consisted of food ingredients and other materials used in the restaurant operation, the hot pot condiment products for sale and food products under Haidilao brand and secondary brands.
The Group’s inventories amounted to US$26.6 million as of June 30, 2024, representing a decrease of 10.7% from US$29.8 million as of December 31, 2023. This decrease was mainly due to a relatively higher inventory level near the year end in anticipation of the peak season of our business.
The turnover days of inventory decreased from 42.8 days for the year ended December 31, 2023 to 40.7 days for the six months ended June 30, 2024. Inventory turnover days equals the average of the beginning and ending inventories for that period divided by raw materials and consumables used for that period and multiplied by 360 days or 180 days. The decrease in the inventory turnover days was mainly due to the optimization of our inventory management process.
Trade and Other Receivables and Prepayments
Trade and other receivables and prepayments primarily consisted of (i) trade receivables from credit card networks, food delivery platforms and payment platforms; (ii) prepayment to suppliers; (iii) input value-added tax to be deducted; and (iv) others.
The Group’s trade and other receivables and prepayments remained stable at US$31.6 million and US$31.7 million as of December 31, 2023 and June 30, 2024, respectively.
The turnover days of trade receivables increased from 7.3 days for the year ended December 31, 2023 to 8.3 days for the six months ended June 30, 2024. Trade receivables turnover days for each period equals the average of the beginning and ending balances of trade receivables for that period divided by the revenue for the period and multiplied by 360 days or 180 days.
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Trade Payables
Trade payables mainly consisted of the balances due to the Group’s suppliers of food ingredients and consumables. The majority of trade payables had a credit term of 30 to 60 days.
The Group’s trade payables amounted to US$33.0 million as of June 30, 2024, representing a decrease of 4.1% from US$34.4 million as of December 31, 2023.
The turnover days of trade payable decreased from 51.1 days for the year ended December 31, 2023 to 48.7 days for the six months ended June 30, 2024. Trade payable turnover days for each period equals the average of the beginning and ending balances of trade payable for that period divided by raw materials and consumables for the period and multiplied by 360 days or 180 days. The trade payables turnover days decreased as there were fewer trade payable balances compared to those near the year end.
Liquidity and Capital Resources
The primary uses of cash of the Group are to fund its operations, expansion and capital expenditures. During the six months ended June 30, 2024, the Company primarily funded its working capital through cash generated from its operations, and it also adopted flexible and diverse financing methods when needed. In May 2024, the Company issued 3,096,600 American Depositary Shares (“ADSs”) at a price of US$19.56 per ADS, and received a total gross proceeds of US$60.57 million (before deducting underwriting discounts and commissions and other offering expenses). The Group has adopted prudent treasury policies in cash and financial management and closely monitors its liquidity and capital resources on a regular basis and strives to maintain optimum liquidity that can meet its working capital needs while supporting the continuing business operations.
Capital Structure
The primary goal of the Group’s capital management is to maintain the Group’s stability and growth, safeguard its normal operations while maximizing shareholders’ value through the optimization of debt and equity balances. The Group’s overall strategy remains unchanged during the six months ended June 30, 2024. The Group reviews and manages its capital structure on a regular basis, and makes timely adjustments in response to changes in economic conditions.
Cash and Cash Equivalents
The principal uses of cash are for working capital to open new restaurants, procure food ingredients, consumables and equipment, and renovate and decorate the restaurants. The Group’s cash and cash equivalents amounted to US$140.7 million as of June 30, 2024, representing a decrease of 8.0% from US$152.9 million as of December 31, 2023. This decrease was mainly due to an increase in net purchase of financial assets of US$75.3 million, partially offset by an increase in net proceeds from ADS offering by the Company of US$56.1 million.
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Capital Expenditure
Capital expenditure represented additions to (i) leasehold land and building; (ii) leasehold improvements; (iii) machinery; (iv) transportation equipment; (v) furniture and fixture; and (vi) renovation in progress.
The Group’s capital expenditure amounted to US$17.7 million for the six months ended June 30, 2024, which was mainly for the Group’s new restaurants opened and those still in the process of renovation and preparation.
The Group plans to finance future capital expenditures through cash generated from its operations and cash and cash equivalents.
Charge of Assets
As of June 30, 2024, the Group charged bank deposits of US$3.0 million to banks to secure rental payments to the lessors.
Future Plans for Material Investments
The Group will continue to extensively identify potential strategic investment opportunities and seek to acquire potential high-quality target businesses and assets that create synergies for the Group. Throughout the six months ended June 30, 2024 and up to the date of this announcement, the Group does not have any concrete committed plans for material investments and capital assets for disclosure.
Financial Ratios
The following table sets forth certain of the Company’s financial ratios as of the dates indicated:
| As of | ||||
|---|---|---|---|---|
| June 30,<br><br> 2024 | December 31,<br><br> 2023 | |||
| Current<br> ratio^(1)^ | 2.3 | 1.7 | ||
| Gearing<br> ratio^(2)^ | 0.3 | 0.4 |
Notes:
| (1) | Equals current assets divided by current liabilities as of the same date. |
|---|---|
| (2) | Equals total borrowings divided by total assets as of the same date. |
| --- | --- |
| 13 |
| --- |
Foreign Exchange Risk and Hedging
The Group undertook certain transactions in foreign currencies, which exposed it to foreign currency risks. The Group does not use any derivative contracts to hedge against its exposure to currency risks. The Group manages its currency risks by closely monitoring the movement of the foreign currency rates and considers hedging significant foreign currency exposure should the need arise.
The Group currently does not have a foreign exposure hedging policy. However, the management of the Group monitors foreign exchange exposure closely and will consider hedging significant foreign exchange exposure should the need arises.
Contingent Liabilities
As of June 30, 2024, the Group did not have any material contingent liabilities, guarantees or any litigations or claims of material importance, pending or threatened against any member of the Group that is likely to have a material and adverse effect on the Group’s business, financial condition or results of operations.
Material Acquisitions and Disposals
Throughout the six months ended June 30, 2024, the Company did not have any material acquisitions or disposals of subsidiaries, associates and joint ventures.
Employees and Remuneration Policy
As of June 30, 2024, the Group had a total of 12,521 employees. During the Reporting Period, the Group had incurred staff costs (including salaries and other allowance, welfare and retirement benefit scheme contributions) of US$126.3 million.
The Group’s remuneration policy is determined by the salary levels in different regions, employee rank and performance and the market conditions. The Group also provides other benefits to its employees, including medical schemes, pension contribution schemes and share award schemes. To maintain the quality, knowledge and skill levels of the workforce, the Group provides regular and specialized trainings tailored to the needs of employees in different departments, including regular training sessions conducted by senior employees or third-party consultants covering various aspects of the business operations of the Group, for employees to stay up to date with both catering segment developments and service skills. The Group also organizes workshops from time to time to discuss specific topics.
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CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOME
| For the six months period ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| ’000<br> <br> (Unaudited) | ’000 (Unaudited) | ||||
| Revenue | 5 | ||||
| Other income | 6 | ||||
| Raw materials and consumables used | ) | ) | |||
| Staff costs | ) | ) | |||
| Rentals and related expenses | ) | ) | |||
| Utilities expenses | ) | ) | |||
| Depreciation and amortization | ) | ) | |||
| Traveling and communication expenses | ) | ) | |||
| Listing expenses | ) | ||||
| Other expenses | 7 | ) | ) | ||
| Other losses – net | 8 | ) | ) | ||
| Finance costs | 9 | ) | ) | ||
| Profit before tax | |||||
| Income tax expense | 10 | ) | ) | ||
| (Loss) profit for the period | 11 | ) | |||
| Other comprehensive income | |||||
| Item that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences arising on translation of foreign operations | |||||
| Total comprehensive income for the period | |||||
| (Loss) profit for the period attributable to: | |||||
| Owners of the Company | ) | ||||
| Non-controlling interests | ) | ) | |||
| ) | |||||
| Total comprehensive income attributable to: | |||||
| Owners of the Company | |||||
| Non-controlling interests | ) | ) | |||
| (Loss) earnings per share | |||||
| Basic and diluted () | 12 | ) |
All values are in US Dollars.
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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As at <br>June 30,<br> 2024 | As at<br> December 31,<br> 2023 | ||
|---|---|---|---|---|
| ’000 (Unaudited) | ’000 (Audited) | |||
| Non-current assets | ||||
| Property, plant and equipment | 13 | |||
| Right-of-use assets | 13 | |||
| Intangible assets | ||||
| Deferred tax assets | 14 | |||
| Other receivables | 15 | |||
| Prepayment | 15 | |||
| Rental deposits | ||||
| Current assets | ||||
| Inventories | ||||
| Trade and other receivables and prepayments | 15 | |||
| Financial assets at fair value through profit or loss | 16 | |||
| Rental deposits | ||||
| Pledged bank deposits | ||||
| Bank balances and cash | ||||
| Current liabilities | ||||
| Trade payables | 17 | |||
| Other payables | 18 | |||
| Amounts due to related parties | ||||
| Tax payables | ||||
| Lease liabilities | ||||
| Contract liabilities | 19 | |||
| Provisions | 20 | |||
| Net current assets |
All values are in US Dollars.
| 16 |
| --- | | | Notes | | As at June 30, 2024 | | As at December 31, 2023 | | | --- | --- | --- | --- | --- | --- | --- | | | | | ’000 (Unaudited) | | ’000 (Audited) | | | Non-current liabilities | | | | | | | | Deferred tax liabilities | | 14 | | | | | | Lease liabilities | | | | | | | | Contract liabilities | | 19 | | | | | | Provisions | | 20 | | | | | | | | | | | | | | Net assets | | | | | | | | Capital and reserves | | | | | | | | Share capital | | 21 | | | | | | Share premium | | 21 | | | | | | Shares held under share award scheme | | | | | | | | Reserves | | | | ) | | ) | | Equity attributable to owners of the Company | | | | | | | | Non-controlling interests | | | | | | | | Total equity | | | | | | |
All values are in US Dollars.
| 17 |
| --- |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | GENERAL INFORMATION |
|---|
The Company was incorporated in the Cayman Islands as an exempted company with limited liability on May 6, 2022 under the Companies Act. Cap 22 (as consolidated and revised) of the Cayman Islands. The head office and principal place of business in Singapore is at 1 Paya Lebar Link #09-04 PLQ 1 Paya Lebar Quarter Singapore 408533 and registered office at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111 in Cayman Islands. The ultimate controlling parties are Mr. Zhang Yong and his spouse namely Ms. Shu Ping (collectively the “ControllingShareholders”).
The shares of the Company were listed on The Stock Exchange of Hong Kong Limited on December 30, 2022 and on the NASDAQ on May 16, 2024 (United States Eastern Standard Time).
The Company is an investment holding company and its subsidiaries (together, the “Group”) are principally engaged in the restaurants operation, delivery business, sales of condiment products and food ingredients located in overseas market outside Mainland China, Hong Kong, Macau and Taiwan.
Items included in the financial statements of each of the Group’s entities are recorded using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is United States Dollar (“USD”), which is also the presentation currency of the unaudited interim condensed consolidated financial statements.
| 2. | BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION |
|---|
The unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim FinancialReporting issued by the International Accounting Standards Board (“IASB”) as well as the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at revalued amounts or fair values.
The accounting policies and methods of computation used in the unaudited interim condensed consolidated financial statements for the six months period ended June 30, 2024 are consistent with those presented in the Group’s annual consolidated financial statements for the year ended December 31, 2023.
There are seasonal patterns for hot pot consumption. As such, the Group’s business and financial performance are subject to seasonal fluctuations, such as local holidays, school vacations, weather conditions and fluctuations in food prices, among others. As a result, the results of operations may fluctuate from year-to-year/period-to- period and comparison of different periods may not be meaningful.
| 3. | ADOPTION OF NEW AND REVISED STANDARDS |
|---|
Adoption of new and revised Standards – For the purpose of preparing and presenting the condensed consolidated financial statements for the six months period ended June 30, 2024, the Group has consistently applied the accounting policies which conform with IFRSs, which are effective for the accounting periods beginning on or after January 1, 2024:
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-current |
|---|---|
| Amendments to IAS 1 | Non-current Liabilities with Covenants |
| Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements |
| Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback |
| 18 |
| --- |
The adoption of these revised IFRS Accounting Standards pronouncements does not result in changes to the Group’s accounting policies and has no material effect on the disclosures or on the amounts reported for the current or prior years.
New and revisedIFRSs in issue but not yet effective
At the date of authorization of these condensed consolidated financial statements, the Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
| Amendments to IAS 21 | Lack of Exchangeability1 |
|---|---|
| Amendments to IFRS 10 and IAS 28 | Sales or Contribution of Assets between an Investor and its Associate or Joint Venture^2^ |
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments3 |
| Amendments to IFRS Accounting Standards | Annual Improvements to IFRS Accounting Standards — Volume 11^3^ |
| IFRS 18 | Presentation and Disclosure in Financial Statements^4^ |
| 1 | Effective for annual periods beginning on or after January 1, 2025,<br> with early application permitted. |
| --- | --- |
| 2 | Effective date is deferred indefinitely. |
| --- | --- |
| 3 | Effective for annual periods beginning on or after January 1, 2026,<br> with early application permitted. |
| --- | --- |
| 4 | Effective for annual periods beginning on or after January 1, 2027,<br> with early application permitted. |
| --- | --- |
| 4. | KEY SOURCES OF ESTIMATION UNCERTAINTY |
| --- | --- |
The critical judgements and key sources of estimation uncertainty made by management remain unchanged from the Group’s annual financial statements for the year ended December 31, 2023.
| 5. | REVENUE |
|---|
During the six months period ended June 30, 2024, the Group’s revenue which represents the amount received and receivable, net of discounts and sales related taxes, from Haidilao restaurant operation, delivery business and others, which generated from sales of hot pot condiment products and food under secondary brands to local guests and retailers, are as follows:
| For the six months period ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| ’000 | ’000 | |
| Types of services or goods | ||
| Haidilao restaurant operation | ||
| Delivery business | ||
| Others | ||
| Total | ||
| Timing of revenue recognition | ||
| At a point in time |
All values are in US Dollars.
| 19 |
| --- | ||
|---|---|---|
| --- | --- | |
| For the six months period ended June 30, | ||
| --- | --- | --- |
| 2024 | 2023 | |
| Interest income on: | ’000 | ’000 |
| – bank deposits | ||
| – rental deposits | ||
| Government grants (Note) | ||
| Others | ||
All values are in US Dollars.
| Note: | The amounts represent the subsidies received from the local governments for the Group’s business<br> development. The Group recognized government grants of USD Nil (six months period ended June 30, 2023: USD1,530,000) in respect<br> of Covid-19-related subsidies, of which USD Nil (six months period ended June 30, 2023: USD1,528,000) are related to employment<br> support scheme provided by the local government. There were no unfulfilled conditions for all the government grants in the periods<br> in which they were recognized. | |
|---|---|---|
| 7. | OTHER EXPENSES | |
| --- | --- | |
| For the six months period ended June 30, | ||
| --- | --- | --- |
| 2024 | 2023 | |
| ’000 | ’000 | |
| Administrative expenses (Note) | ||
| Consulting services expenses | ||
| Bank charges | ||
| Daily maintenance expenses | ||
| Outsourcing service fee | ||
| Business development expenses | ||
| Storage expenses | ||
All values are in US Dollars.
| Note: | Administrative<br> expenses mainly include expenses incurred on employee activities, commercial insurance, conference<br> and other miscellaneous expenses, which individually are not material to the Group. |
|---|
| 20 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | |||
| Forthe six months period ended June 30, | ||||
| --- | --- | --- | --- | --- |
| 2024 | 2023 | |||
| ’000 | ’000 | |||
| Net<br>impairment reversal (loss) recognized in respect of – property, plant and equipment (Note 13) | 552 | (1,203 | ||
| –right-of-use<br>assets (Note 13) | 32 | 1,749 | ||
| – goodwill | – | (1,122 | ||
| – intangible assets | – | (1,600 | ||
| 584 | (2,176 | |||
| (Loss) Gain on disposal of property, plant and<br>equipment and termination of leases | (586 | 819 | ||
| Loss on lease modification | – | (365 | ||
| Reversal of provision for early termination of<br>leases | – | 1,661 | ||
| Net gain arising on financial assets at fair value<br>through profit or loss | 1,788 | 72 | ||
| Net foreign exchange loss | (19,525 | (10,713 | ||
| Others | (380 | 740 | ||
| Total | (18,119 | (9,962 |
All values are in US Dollars.
| 9. | FINANCE COSTS | |
|---|---|---|
| For the six months period ended June 30, | ||
| --- | --- | --- |
| 2024 | 2023 | |
| ’000 | ’000 | |
| Interests on lease liabilities | ||
| Interests charge on unwinding of provisions | ||
All values are in US Dollars.
| 10. | INCOME TAX EXPENSE | ||
|---|---|---|---|
| For the six months period ended June 30, | |||
| --- | --- | --- | --- |
| 2024 | 2023 | ||
| ’000 | ’000 | ||
| Current tax: | |||
| – current period | |||
| – under (over) provision for tax in prior years | ) | ||
| Withholding tax | |||
| Deferred tax (Note 14) | ) | ||
All values are in US Dollars.
The Company is incorporated as an exempted company and as such is not subject to Cayman Islands taxation.
The taxation of the Group is calculated at the rates prevailing in the relevant jurisdictions at 9% to 33% on the estimated assessable profits.
| 21 |
| --- | |
|---|---|
| --- | --- |
The Group’s (loss) profit during the six months period has been arrived at after charging:
| For the six months period ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| ’000 | ’000 | |
| Depreciation of property, plant and equipment | ||
| Depreciation of right-of-use assets | ||
| Amortization of intangible assets | ||
| Total depreciation and amortization | ||
| Property and equipment rentals: | ||
| –Office premises and equipment (short-term leases) | ||
| – Restaurants | ||
| –Variable lease payments (Note) | ||
| Subtotal | ||
| Other rental related expenses | ||
| Total rentals and related expenses | ||
| Directors’ emoluments | ||
| Other staff cost: | ||
| Salaries and other allowances | ||
| Employee welfare | ||
| Retirement benefit contributions | ||
| Total staff costs |
All values are in US Dollars.
| Notes: | The variable lease payments refers to the property rentals based<br>on pre-determined percentages of revenue less minimum rentals of the respective leases. |
|---|
| 22 |
| --- | |
|---|---|
| --- | --- |
The calculation of the basic (loss) earnings per share attributable to the owners of the Company is based on the following data:
| For the six months period<br> ended June 30, | |||
|---|---|---|---|
| 2024 | 2023 | ||
| ’000 | ’000 | ||
| (Loss) Profit for the period attributable to the owners of the Company for the purpose of calculating (loss) earnings per share | ) |
All values are in US Dollars.
| For the six months period ended June 30, **** | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| ’000 | ’000 | |||
| Weighted average number of ordinary shares for the purpose of calculating (loss) earnings per share | 564,960 | 557,400 | ||
| Note: | The weighted average number of ordinary shares for the purposes<br>of basis (loss) earnings per share has been determined on the basis that the number of shares issued during the period. | |||
| --- | --- | |||
| No diluted (loss) earnings<br>per share for the six months period ended June 30, 2024 and 2023 was presented as there were no potential ordinary shares in issue<br>for the six months period ended June 30, 2024 and 2023. | ||||
| 13. | PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS | |||
| --- | --- |
During the six months period ended June 30, 2024, the Group paid for new additions for property, plant and equipment of USD16,569,000 (six months period ended June 30, 2023: USD17,450,000)
During the six months period ended June 30, 2024, the Group disposed of certain plant and equipment with an aggregate carrying amount of USD579,000 (six months period ended June 30, 2023: USD414,000) for cash proceeds of USD24,000 (six months period ended June 30, 2023: USD192,000), resulting in a loss of USD555,000 (six months period ended June 30, 2023: USD222,000).
During the six months period ended June 30, 2024, the Group entered into several new lease agreements for the use of restaurant operation with lease terms ranged from 24 months to 12 years (six months period ended June 30, 2023: 24 months to 11 years). The Group is required to make fixed-term payments with predetermined annual incremental rental adjustments. On the lease commencement, the Group recognized right-of-use assets of USD15,040,000 (six months period ended June 30, 2023: USD10,479,000) and lease liabilities of USD14,612,000 (six months period ended June 30, 2023: USD10,307,000).
During the six months period ended June 30, 2024, certain leases were terminated by lessors, with right-of- use assets of USD197,000 (six months period ended June 30, 2023: USD9,418,000) and lease liabilities of USD166,000 (six months period ended June 30, 2023: USD10,459,000) derecognized, resulting in a loss of USD31,000 (six months period ended June 30, 2023: gain of USD1,041,000), which was recognized in other losses, net.
| 23 |
| --- |
Impairment assessment
As at June 30, 2024, in view of the unfavorable future prospects of some restaurants, the management of the Group concluded there were indications for impairment and conducted impairment assessment on certain property, plant and equipment and right-of-use assets. As at June 30, 2024, the management of the Group also noticed that some restaurants achieved significant improvement in their operations as a result of the optimization of the internal management and the recovery of consumer and catering business in the overseas business, and concluded that there were indications that the impairment losses recognized in prior years for the relevant restaurants may no longer exist or may have decreased. The Group estimated the recoverable amounts of such restaurant (cash generating units (“CGUs”)) to which the asset belongs when it is not possible to estimate the recoverable amount individually, including allocation of corporate assets when reasonable and consistent basis can be established.
The recoverable amounts of CGUs have been determined based on value in use calculation. That calculation used discounted cash flow projections based on financial budgets approved by the management of the Group covering the remaining lease periods which are between 1 to 5 years with pre-tax discount rates ranging from 7.7% to 18.6% (2023: 8.5% to 24.2%) per annum, which varies in restaurants operated in different countries. Cash flows beyond the 5-year period for those CGUs with remaining lease terms more than 5 years are extrapolated using a steady 0% to 3% growth rate (2023: 0% to 3%) per annum. Other key assumptions for the value in use calculations related to the estimation of cash inflows/outflows included revenue growth rate and average percentage of costs and operating expenses of revenue for the forecast periods, which are based on the CGUs’ past performance and the management’s expectations for the market development.
Based on the results of the assessments, the management of the Group determined that: 1) the recoverable amounts of certain CGUs are lower than the carrying amounts. The impairment loss has been allocated to each category of property, plant and equipment and right-of-use assets such that the carrying amount of each category of asset is not reduced below the highest of its fair value less cost of disposal, its value in use and zero; and 2) the recoverable amounts of certain CGUs are higher than the carrying amount. The reversal of impairment loss for the CGUs has been allocated to each category of property, plant and equipment and right-of-use assets such that the carrying amount of each category of asset is not increased above its recoverable amount (if determinable) and the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. Based on the value in use calculation and the allocation, net impairment reversal of USD552,000 (six months period ended June 30, 2023: net impairment loss of USD1,203,000) has been recognized against the carrying amount of property, plant and equipment and net reversal of impairment of USD32,000 (six months period ended June 30, 2023: USD1,749,000) has been recognized against the carrying amount of right-of-use assets.
| 14. | DEFERRED TAX ASSETS (LIABILITIES) |
|---|
For the purpose of presentation in the consolidated statements of financial position, certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances for the financial reporting purpose:
| As at <br>June 30, <br>2024 | As at <br>December 31,<br> 2023 | |||
|---|---|---|---|---|
| ’000 | ’000 | |||
| Deferred tax assets | ||||
| Deferred tax liabilities | ) | ) | ||
All values are in US Dollars.
| 24 |
| --- |
The followings are the major deferred tax assets and liabilities recognized and movements thereon during the period:
| Accelerated tax depreciation | Right-of- use assets | Lease liabilities | Customer loyalty scheme | Tax losses | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | |||||||
| At January 1, 2023 | ) | ) | ) | |||||||||
| (Charge) credit to profit or loss (Note 10) | ) | |||||||||||
| Exchange adjustments | ) | ) | ||||||||||
| At June 30, 2023 | ) | ) | ) | |||||||||
| (Charge) credit to profit or loss | ) | |||||||||||
| Exchange adjustments | ) | ) | ||||||||||
| At December 31, 2023 | ) | ) | ||||||||||
| (Charge) credit to profit or loss (Note 10) | ) | ) | ) | ) | ||||||||
| Exchange adjustments | ) | ) | ) | |||||||||
| At June 30, 2024 | ) | ) |
All values are in US Dollars.
Deferred tax assets have not been recognized in respect of the following items:
| As at <br>June 30, <br>2024 | As at <br>December 31,<br> 2023 | |
|---|---|---|
| ’000 | ’000 | |
| Tax losses (Note i) | ||
| Other deductible temporary<br> differences (Note ii) | ||
All values are in US Dollars.
Notes:
| i. | Included in unrecognized tax losses are losses of USD67,798,000 that will expire in 2026 to 2034 (2023: USD76,034,000 that will expire<br>in 2026 to 2033) and tax losses of USD65,912,000 (2023: USD66,623,000) may be carried forward indefinitely. |
|---|
No deferred tax asset has been recognized in relation to the above tax losses due to the unpredictability of future profit streams of those loss-making subsidiaries and it is not probable that taxable profit will be available against which the tax losses can be utilized.
| ii. | As at June 30, 2024, the Group has other deductible temporary differences of USD96,200,000 (2023: USD105,359,000) mainly arising<br>from temporary differences of impairment loss and leasing transactions. No deferred tax asset has been recognized in relation to such<br>deductible temporary difference as it is not probable that taxable profit will be available against which the deductible temporary differences<br>can be utilized. |
|---|
| 25 |
| --- | ||
|---|---|---|
| --- | --- | |
| As at June 30, 2024 | As at December 31, 2023 | |
| --- | --- | --- |
| ’000 | ’000 | |
| Trade receivables<br> (Note) | ||
| Other receivables and prepayments: | ||
| Prepayment to suppliers | ||
| Others | ||
| Total | ||
| Current | ||
| Non-current | ||
All values are in US Dollars.
| Note: | Majority of trade receivables were from payment platforms which<br>are normally settled within 30 days. Trade receivables are aged within 30 days based on the date of rendering of services. There were<br>no past due trade receivables at end of the Reporting Period. |
|---|---|
| 16. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
| --- | --- |
As at June 30, 2024, the financial assets at fair value through profit or loss represent investments in short-term money market funds. The funds are measured at fair value using quoted prices from liquid markets, which is a Level 1 input in terms of IFRS 13: Fair Value Measurement.
| 17. | TRADE PAYABLES |
|---|
Trade payables are non-interest bearing and the majority are with a credit term of 30-60 days. An aged analysis of the Group’s trade payables, as at the end of the Reporting Period, based on the invoice date, is as follows:
| As at <br>June 30, <br>2024 | As at <br>December 31,<br> 2023 | |
|---|---|---|
| ’000 | ’000 | |
| Within 60 days |
All values are in US Dollars.
| 26 |
| --- | ||
|---|---|---|
| --- | --- | |
| As at <br>June 30, <br>2024 | As at<br> December 31, 2023 | |
| --- | --- | --- |
| ’000 | ’000 | |
| Staff cost payable | ||
| Other taxes payables | ||
| Renovation fee payables | ||
| Listing expenses payables | ||
| Others | ||
All values are in US Dollars.
| 19. | CONTRACT LIABILITIES | |
|---|---|---|
| As at June 30, 2024 | As at December 31, 2023 | |
| --- | --- | --- |
| ’000 | ’000 | |
| Customer loyalty scheme (Note i) | ||
| Prepaid cards and issued vouchers (Note ii) | ||
| Current | ||
| Non-current | ||
All values are in US Dollars.
Notes:
| i. | The customer loyalty points have a valid period between 2 years to 5 years since the award credits were granted to customers and can<br>be redeemed anytime within the valid period at customers’ discretion. The amounts disclosed above represented the Group’s<br>expectation on the timing of redemption made by customers. | |
|---|---|---|
| ii. | The Group issued prepaid cards and vouchers which have no expiration and can be utilized in the future consumption in restaurants<br>at customers’ direction. The amounts disclosed above represented the Group’s expectation on the timing of utilization made<br>by customers. | |
| --- | --- | |
| 20. | PROVISIONS | |
| --- | --- | |
| As at June 30, 2024 | As at December 31, 2023 | |
| --- | --- | --- |
| ’000 | ’000 | |
| Provision for restoration | ||
| Less: Amounts expected to be paid within one year | ||
| Amounts shown under non-current liabilities |
All values are in US Dollars.
The provision is related to costs expected to be incurred to restore the leasehold properties according to lease agreements.
| 27 |
| --- | |
|---|---|
| --- | --- |
ShareCapital of the Company
| Shown<br> in the<br> condensed<br> consolidated<br> financial<br> statements<br> ’000 | ||
|---|---|---|
| Ordinary<br> shares at par value of 0.000005 each Authorized: | ||
| As at January 1, 2023,<br> June 30, 2023, January 1, 2024 and June 30, 2024 | 10,000,000,000 | |
| Issued and fully<br> paid: | ||
| As at January 1, 2023, June 30,<br> 2023 and January 1, 2024 | 619,333,000 | |
| Issue of shares | 30,966,000 | |
| As at June 30, 2024 | 650,299,000 |
All values are in US Dollars.
Share Premium of theCompany
| As<br>at June 30, <br>2024 | As<br>at<br>December 31,<br>2023 | |
|---|---|---|
| ’000 | ’000 | |
| Balance at January 1, | ||
| Premium arising on issue<br>of equity shares, net off issuance costs | ||
All values are in US Dollars.
* : Less than USD1,000.
In May 2024, the Company issued 30,966,000 American Depositary Shares at the issue price of USD1.956 per share with a par value of USD0.000005 each. Amounts received above the par value, net off is suance costs are recorded as share premium.
| 22. | CAPITAL COMMITMENTS |
|---|
At the end of Reporting Period, the Group had the following capital commitments:
| As<br>at June 30, <br>2024 | As<br>at<br>December 31,<br>2023 | |
|---|---|---|
| ’000 | ’000 | |
| Capital<br>expenditure in respect of acquisition of property, plant and equipment contracted for but not provided in the condensed consolidated<br>financial statements |
All values are in US Dollars.
| 28 |
| --- | |
|---|---|
| --- | --- |
| (A) | Related party transactions |
| --- | --- |
During the six months period ended June 30, 2024 and 2023, the Group has entered into the following transactions with related parties:
Purchase of goods/services from relatedparties
| For the six months<br> period ended June 30, | |||
|---|---|---|---|
| Relationship | Nature of transaction | 2024 | 2023 |
| ’000 | ’000 | ||
| Related companies controlled<br> by the Controlling Shareholders | Purchase of condiment products<br> and instant hot pot products |
All values are in US Dollars.
The Group is licensed by Sichuan Haidilao Catering Co., Ltd., a company controlled by the Controlling Shareholders, to use the trademark on an exclusive and royalty-free basis for a perpetual term.
The Group owns the proprietary rights to the formulas of Haidilao Customized Products (the “Condiments Formulae”) in regions other than mainland China, Hong Kong, Macau and Taiwan regions and licenses the Condiments Formulae to Yihai International Holding Ltd. and its subsidiaries (companies controlled by the Controlling Shareholders) and its contracted manufacturers to use for production on a royalty-free basis.
| (B) | Remuneration of key management personnel of the Group | |
|---|---|---|
| For the six months<br> period ended June 30 | ||
| --- | --- | --- |
| 2024 | 2023 | |
| ’000 | ’000 | |
| Directors’ fees | ||
| Short term employee benefits | ||
| Performance related bonuses | ||
| Retirement benefit scheme<br> contributions | ||
All values are in US Dollars.
| 24. | SEGMENT INFORMATION |
|---|
Information reported to Chief Executive Officer, who is identified as the chief operating decision maker of the Company, in order to allocate resources and assess performance, focusing on the operating results of the Group as a whole as the Group’s resources are integrated. Accordingly, no operating segment information is presented.
No individual customer contributes to over 10% of total revenue of the Group during the current and prior periods.
The Group operates mainly in Southeast Asia, North America and others.
| 29 |
| --- |
The Group’s revenue from external customers by geographic area, based on location of operation, during the current and prior periods is detailed as below:
| For<br> the six months<br> period ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| ’000 | ’000 | |
| Singapore | ||
| United States of America | ||
| Malaysia | ||
| Vietnam | ||
| Others* | ||
| Total |
All values are in US Dollars.
**** * : All other individual countries accounted for less than 10% of total revenue.
The Group’s non-current assets presented below by geographic area excluded other receivables, rental deposits, prepayment and deferred tax assets.
| As at | ||
|---|---|---|
| June 30, | December 31, | |
| 2024 | 2023 | |
| ’000 | ’000 | |
| Singapore | ||
| United States of America | ||
| Australia | ||
| Others ^ | ||
| Total |
All values are in US Dollars.
^: All other individual countries accounted for less than 10% of total non-current assets
| 30 |
| --- |
CORPORATE GOVERNANCE AND OTHER INFORMATION
Compliance with the Corporate Governance Code
The Company has adopted the code provisions of the Corporate Governance Code (the “CG Code”) as set out in Appendix C1 to the Listing Rules.
The Company regularly reviews its compliance with CG Code and to the best knowledge of the Directors, the Company has complied with all the applicable principles and code provisions as set out in the CG Code throughout the Reporting Period and up to the date of this announcement.
Compliance with the Model Code
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding Directors’ dealings in securities of the Company. Specific inquiries have been made to all Directors and the Directors have confirmed that they have complied with the Model Code throughout the Reporting Period and up to the date of this announcement.
The Company’s employees, who are likely to be in possession of inside information about the Company, have also been subject to the Model Code for securities transactions. No incident of non-compliance with the Model Code by the employees was noted by the Company throughout the Reporting Period and up to the date of this announcement.
Purchase, Sale or Redemption of Listed Securities
Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s securities (including sale of treasury Shares) listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or other stock exchanges during the Reporting Period and up to the date of this announcement. As of June 30, 2024, the Company did not hold any treasury Shares.
Audit Committee
The Audit Committee has three members comprising three independent non-executive Directors, namely Mr. TEO Ser Luck (chairman of the Audit Committee), Mr. TAN Kang Uei, Anthony and Mr. LIEN Jown Jing Vincent.
The Audit Committee has, together with the management and the auditor of the Company, considered and reviewed the Group’s interim results for the six months ended June 30, 2024, the accounting principles and practices adopted by the Company and the Group and discussed matters in relation to internal control and financial reporting with the management.
The Audit Committee considers that the interim financial results for the six months ended June 30, 2024 are in compliance with the relevant accounting standards, rules and regulations and appropriate disclosures have been duly made.
Events After the Six Months Ended June 30,2024
The Group had no material events for disclosure subsequent to June 30, 2024 and up to the date of this announcement.
| 31 |
| --- |
Interim Dividend
The Board has resolved not to declare an interim dividend for the six months ended June 30, 2024.
Publication of Interim Results Announcement andInterim Report
This interim results announcement is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.superhiinternational.com).
The interim report of the Company for the six months ended June 30, 2024 containing all the information required by the Listing Rules will be published on the same websites and dispatched (if requested) to the shareholders of the Company.
APPRECIATION
The Board would like to express its sincere gratitude to the shareholders, management team, employees, business partners and customers of the Company for their support and contribution to the Group.
| By<br> order of the Board |
|---|
| SUPER<br> HI INTERNATIONAL HOLDING LTD. |
| SHU Ping |
| Chairlady |
Singapore, August 27, 2024
*Asat the date of this announcement, the Board comprises Ms.*SHU Ping as chairlady and non-executive Director, Ms. June YANGLijuan, Mr. LI Yu and Ms. LIULi as executive Directors; and Mr. TAN Kang Uei, Anthony, Mr. TEOSer Luck and Mr. LIEN Jown Jing Vincent as independent non-executiveDirectors.
| 32 |
| --- |