HAIDILAO(06862)2023-04-26 09:45Company Incorporation and Subsidiaries - Haidilao International Holding Ltd. was incorporated in the Cayman Islands with limited liability on July 14, 2015[4] - Haidilao Singapore, a wholly-owned subsidiary, was incorporated in Singapore on February 28, 2013[5] - Jarud Qi Haidilao Food Co., Ltd. was wholly owned by Sichuan Haidilao as of the Latest Practicable Date[6] - Shanghai Haiyue Investment Management Co., Ltd. was a wholly-owned subsidiary of Leda Haisheng as of the Latest Practicable Date[8] - Shanghai Kiwa Internet Technology Co., Ltd. was established in the PRC on August 20, 2018[8] - Shanghai Xinpai Catering Management Co., Ltd. was established on May 12, 2013, as a wholly-owned subsidiary of the company[9] - Sichuan Haidilao Catering Co., Ltd. was incorporated on April 16, 2001, with Jingyuan Investment owning 50.00%, Mr. Zhang Yong owning 25.50%, and other shareholders owning the remaining 24.50% as of the Latest Practicable Date[10] - Sichuan Xinpai Catering Management Co., Ltd. was established on September 28, 2016, as a wholly-owned subsidiary of the company[10] - Super Hi International Holding Ltd. was incorporated on May 6, 2022, and ceased to be a subsidiary of the company upon the completion of the spin-off on December 30, 2022[10] - Wei Hai International Holding Ltd. was incorporated on January 15, 2020, with ZY WH LTD holding 35.10%, SP WH LTD holding 12.35%, and SYH WH LTD holding 18.90% as of the Latest Practicable Date[11] - Yihai International Holding Ltd. was incorporated on October 18, 2013, and is listed on the Main Board of the Stock Exchange (stock code: 1579)[11] - Yihai (Shanghai) Food Co., Ltd. is a wholly-owned subsidiary of Yihai as of the Latest Practicable Date[12] Financial Performance - Revenue for 2022 decreased by 15.5% to RMB34,741.0 million compared to RMB41,111.6 million in 2021[19] - Revenue from continuing operations in 2022 was RMB31,038.6 million, a decrease of 20.6% compared to 2021[21] - Profit for the year from continuing operations in 2022 was RMB1,637.3 million, compared to a loss of RMB3,247.8 million in 2021[21] - Group revenue from continuing and discontinued operations decreased by 15.5% to RMB 34,741.0 million in 2022 compared to RMB 41,111.6 million in 2021[23] - Revenue from continuing operations decreased by 20.6% to RMB 31,038.6 million in 2022, with a profit of RMB 1,637.3 million compared to a loss of RMB 3,247.8 million in 2021[23] - Group revenue from continuing operations decreased by 20.6% from RMB39,096.7 million in 2021 to RMB31,038.6 million in 2022[47] - Haidilao restaurant operation revenue decreased by 22.9% from RMB37,547.0 million in 2021 to RMB28,942.6 million in 2022, accounting for 93.3% of total revenue[50] - Delivery business revenue increased by 103.3% from RMB629.8 million in 2021 to RMB1,280.1 million in 2022[51] - Average spending per guest increased from RMB102.3 in 2021 to RMB104.9 in 2022[50] - Revenue from Tier 1 cities increased to RMB114.2 per guest in 2022 from RMB111.8 in 2021[53] - Revenue from Tier 2 cities increased to RMB104.3 per guest in 2022 from RMB101.7 in 2021[53] - Revenue from Tier 3 cities and below increased to RMB97.9 per guest in 2022 from RMB95.7 in 2021[53] - Same store sales in Tier 1 cities decreased from RMB 3,691,338 thousand in 2021 to RMB 2,905,807 thousand in 2022[57] - Overall same store sales dropped from RMB 22,391,585 thousand in 2021 to RMB 19,159,499 thousand in 2022[57] - Average same store sales per day in Tier 1 cities fell from RMB 90.5 thousand in 2021 to RMB 79.1 thousand in 2022[57] - Revenue from Tier 1 cities in mainland China decreased from RMB 7,728,253 thousand in 2021 to RMB 5,153,936 thousand in 2022[61] - Revenue from Tier 2 cities in mainland China decreased from RMB 14,903,891 thousand in 2021 to RMB 11,338,523 thousand in 2022[61] - Revenue from Tier 3 cities and below in mainland China decreased from RMB 14,230,285 thousand in 2021 to RMB 11,465,959 thousand in 2022[61] - Revenue from Hong Kong, Macau, and Taiwan regions increased from RMB 805,111 thousand in 2021 to RMB 1,032,421 thousand in 2022[61] - Profit for the year improved significantly from a loss of RMB 3,247.8 million in 2021 to a profit of RMB 1,637.3 million in 2022[82][85] Operational Performance - Overall table turnover rate for Haidilao restaurants in Greater China was 3.0 times per day in 2022, same as 2021[22] - Same-store turnover rate for Haidilao restaurants in Greater China was 3.1 times per day in 2022, down from 3.4 times per day in 2021[22] - Company opened 24 new Haidilao restaurants and resumed operations of 48 suspended restaurants in 2022[22] - Company closed 50 restaurants with poor operation performance in 2022[22] - As of December 31, 2022, Company operated 1,349 Haidilao restaurants in mainland China and 22 in Hong Kong, Macau, and Taiwan[22] - Haidilao's overall table turnover rate in Greater China was 3.0 times/day in 2022, with a same-store turnover rate of 3.1 times/day[23] - Company opened 24 new Haidilao restaurants, reopened 48 previously closed restaurants, and closed 50 underperforming restaurants in 2022[23] - As of December 31, 2022, company operated 1,349 Haidilao restaurants in mainland China and 22 in Hong Kong, Macau, and Taiwan[23] - Average table turnover rate in 2022 was 3.0 times per day[50] - Table turnover rate in Hong Kong, Macau, and Taiwan regions increased to 3.5 times per day in 2022 from 3.0 in 2021[53] - Newly-opened restaurants had a table turnover rate of 2.3 times per day in 2022, down from 2.4 in 2021[53] Product Development and Marketing - Haidilao Customized Products include hot pot soup flavoring and Chinese-style compound condiment products supplied by Yihai Group[5] - Company launched 12 newly developed products and relaunched 16 optimized existing products in 2022[28] - 127 regional products were launched for more than three months in 2022, with optimization of 60 national and 45 regional existing products[28] - Marketing projects achieved a total broadcasting and click-through volume of 3.77 billion times in 2022[30] - Traffic diversion from "Haidilao" App to "Haidilao Hot Pot Delivery" WeChat Mini Program increased by more than 23.5% in 2022[31] - The company executed 10 marketing projects in 2022, achieving a total of 3.77 billion views and clicks, with 1.65 billion views and clicks during the FIFA World Cup period[32] - The company optimized data governance and private domain traffic utilization, increasing the traffic share from the "Haidilao" WeChat mini-program to the "Haidilao Hotpot Delivery" mini-program by over 23.5%[32] - The number of takeaway stores providing community operation increased from less than 450 at the beginning of 2022 to over 1,400 by the end of the year, covering more than 300 cities[33] - Haidilao restaurants in Greater China served over 276.3 million customers in 2022, with registered members exceeding 116.0 million[36] - The company launched over 1,000 products in the Haidilao mall, including mooncakes, fresh food, and Miffy co-branded products, and organized tasting parties in over 100 restaurants across 20 cities, attracting over 30,000 tables of customers[37] Future Plans and Strategies - The company plans to continue enhancing the dining experience, improving service, product innovation, and offering more value-added and community operation services[41] - The company will invest in innovation and new technology, including optimizing the business management system and intelligent restaurant technology[41] - The company aims to strategically pursue acquisitions of high-quality assets to diversify restaurant business patterns and customer base[41] - The company will continue to seek potential strategic investment opportunities and acquire high-quality target businesses and assets that can bring synergistic effects[113] Corporate Governance and Board Structure - The company's annual general meeting (AGM) is scheduled for June 7, 2023, at the DoubleTree by Hilton Hotel Beijing[3] - Jingyuan Investment Co., Ltd. was owned 52.00% by Mr. Zhang Yong, 16.00% by Ms. Shu Ping, 16.00% by Mr. Sean Shi, and 16.00% by Ms. Hailey Lee as of the Latest Practicable Date[6] - Leda Haisheng Enterprise Management Co., Ltd. was held 62.70% by Beijing Yihan Consulting Management Co., Ltd. and 14.85% by Mr. Sean Shi as of the Latest Practicable Date[7] - Shuhai (Beijing) Supply Chain Management Co., Ltd. was established on June 3, 2014, with Leda Haisheng holding 42.72% and Jinghai Investment holding 26.17% as of the Latest Practicable Date[9] - The company separated the roles of Chairman and CEO on March 1, 2022, with Ms. June Yang Lijuan designated as the new CEO, ensuring compliance with corporate governance code C.2.1[157][158] - The Board currently consists of 11 Directors, including three female Directors, achieving gender diversity[165][167] - The Board met seven times in 2022, including reviewing and approving the audited annual results for 2021 and unaudited interim results for the first half of 2022[181] - The company held two general meetings on June 9, 2022, and August 22, 2022, with all proposed shareholders' resolutions passed by poll vote[182] - The Board currently has three female directors, achieving gender diversity[169] - All independent non-executive directors provided written annual confirmation of their independence in accordance with the Listing Rules[170] - The initial term for non-executive and independent non-executive directors' appointment letters is three years, subject to re-election[175] - Each newly appointed director receives formal, comprehensive, and tailored induction to understand the company's business and operations[176] - Directors attended training sessions on continuing obligations of listed companies, disclosure requirements, and updates on the Listing Rules in 2022[177] - The chairman of the Board held a meeting with non-executive directors (including independent non-executive directors) once in 2022 without the presence of other executive directors[181] - Mr. Zhang Yong attended all 7 Board meetings and 2 General Meetings in 2022[185] - Ms. June Yang Lijuan attended 5 out of 7 Board meetings and both General Meetings in 2022[185] - Dr. Ma Weihua attended 5 out of 7 Board meetings and 1 out of 2 General Meetings in 2022[185] - Regular Board meeting notices are sent to Directors at least 14 days in advance[186] - Board papers are distributed to Directors at least 3 days before each meeting[186] - The company separated the roles of Chairman and CEO on March 1, 2022, with Ms. June Yang Lijuan becoming CEO[192] - The Audit Committee consists of 3 independent non-executive Directors: Mr. Qi Daqing, Mr. Hee Theng Fong, and Dr. Chua Sin Bin[198] - The Audit Committee is responsible for reviewing financial reporting, risk management, and internal control systems[198] - The Audit Committee proposes the appointment, re-appointment, or replacement of external audit institutions[198] - The Audit Committee reviews the independence and effectiveness of external audit institutions[198] - The Audit Committee consists of three directors, including independent non-executive directors Mr. Qi Daqing, Mr. Xu Tingfang, and Dr. Cai Xinmin[199] - The Audit Committee is responsible for reviewing and supervising the company's financial reporting, risk management, and internal control systems[199] - The Audit Committee held three meetings in 2022, focusing on reviewing audited annual results and financial reports for the year ended December 31, 2021[200] - The Audit Committee reviewed unaudited interim results and financial reports for the six months ended June 30, 2022[200] - The Audit Committee reviewed the company's financial reporting and compliance procedures[200] - The Audit Committee reviewed policies and practices on corporate governance[200] - The Audit Committee reviewed compliance with the Corporate Governance Code and disclosure requirements in the corporate governance report[200] Key Personnel and Leadership - Mr. Zhang Yong, aged 52, has over 20 years of experience in restaurant management and is responsible for leading the Board and senior management team to guide and supervise the Group's operations and formulate long-term strategies[114][117] - Ms. June Yang Lijuan, aged 44, is responsible for overseeing the management and strategic development of the Group and has extensive experience in the company since 1997[116][117] - Mr. Li Peng, aged 42, is responsible for the finance and budgeting of the Group and has over 20 years of experience in finance and accounting[118][119] - Ms. Song Qing, aged 41, is responsible for the procurement, research, and sales of the Group's products and has held various positions in the company since 2000[120][122] - Ms. Gao Jie, aged 33, is responsible for the innovation business of the Group and has been involved in various operational and managerial roles since 2016[123] - Ms. Gao Jie was appointed as an executive director on August 25, 2020, and has been responsible for the company's digital operations center since August 2020[124] - Mr. Zhou Zhaocheng was appointed as a non-executive director on December 30, 2022, and previously served as the chief strategy officer from April 3, 2018, to December 30, 2022[126] - Mr. Zhou Zhaocheng holds a bachelor's degree in Chinese Studies from Nanjing Normal University, a master's degree in Chinese Studies from the National University of Singapore, and a doctorate from Nanyang Technological University[129] - Dr. Chua Sin Bin was appointed as an independent non-executive director on May 2, 2018, with extensive experience in food safety, food science & technology, agriculture, and zoonoses[130] - Dr. Chua Sin Bin served as a board director at NTUC Fairprice Co-operative Ltd. from 2009 to 2018 and as a principal consultant at Agrifood Technologies Pte Ltd from 2009 to 2019[131] - Mr. Hee Theng Fong was appointed as an independent non-executive Director of the company on May 2, 2018[135] - Mr. Hee Theng Fong has over 30 years of experience as a lawyer in Singapore and is an experienced arbitrator in international arbitration[136] - Mr. Hee Theng Fong served as the chairman of the Citizenship Committee of Inquiry of Immigration and Checkpoints Authority of Singapore from June 2012 to June 2020[136] - Mr. Hee Theng Fong is currently serving as the deputy chairman of Medishield Life Council and an ambassador for Singapore International Mediation Centre[136] - Mr. Hee Theng Fong is an independent director of several companies including Straco Corporation Limited, Yanlord Land Group Limited, and China Aviation Oil (Singapore) Corporation Ltd[136] - Mr. Hee Theng Fong was awarded the Public Service Medal Awards twice by the Ministry of Home Affairs of Singapore in 2008 and 2015[139] - Mr. Qi Daqing was appointed as an independent non-executive Director of the company on May 2, 2018[139] - Mr. Qi Daqing is currently a professor in Accounting at Cheung Kong Graduate School of Business and focuses on financial accounting and financial reporting[140] - Mr. Qi Daqing has served as an independent non-executive director of several listed companies in Hong Kong including Bison Finance Group Limited and Yunfeng Financial Group Limited[141] - Mr. Qi Daqing has also served as an independent director of companies listed on NASDAQ such as Sohu.com Inc. and Momo Inc.[141] - Mr. Qi Daqing was appointed as an independent non-executive director of the company effective from the listing date on May 2, 2018[142] - Dr. Ma Weihua was appointed as an independent non-executive director on August 24, 2021, responsible for supervising and providing independent judgment to the Board[144] - Mr. Wu Xiaoguang was appointed as an independent non-executive director on August 24, 2021, responsible for supervising and providing independent judgment to the Board[148] - Mr. Wu Xiaoguang has extensive experience in product R&D, planning, operation, and marketing of internet business, having served in various senior roles at Tencent Holdings Limited from 1999 to 2015[150] - Mr. Wu Xiaoguang is currently an independent director of China Online Education Group (COE.NYSE) and LexinFintech Holdings Ltd (LX.NASDAQ)[151] - Ms. June Yang Lijuan serves as the executive Director and chief executive officer of the company[152] - Mr. Li Peng serves as the executive