颐海国际2024年度报告

頤海國際控股有限公司YIHAI INTERNATIONAL HOLDING LTD. 股份代號Stock Code: 1579(Incorporated in the Cayman Islands with limited liability)(於開曼群島註冊成立的有限公司) ANNUAL REPORT年度報告2024 CONTENTS Definitions2Corporate Information11Five-Year Performance Review15Chairman’s Statement16Management Discussion and Analysis19Profiles of Directors and Senior Management40Corporate Governance Report48Directors’ Report86Environmental, Social and GovernanceReport(ESG)123Independent Auditor’s Report215Consolidated Balance Sheet223Consolidated Statement of Profit or Loss andOther Comprehensive Income225Consolidated Statement of Changes in Equity226Consolidated Statement of Cash Flows227Notes to the Consolidated Financial Statements228 Definitions Definitions 62.70% Definitions 42.72% 26.17%23 Definitions “Shuhai SupplyChain Group”Shuhai Supply Chain and its subsidiaries “Sichuan Haidilao” Sichuan Haidilao Catering Co., Ltd. (), previously known as SichuanJianyang Haidilao Catering Co., Ltd. () a limited companyestablished in the PRC on April 16, 2001, which isowned as to 50% by Jingyuan Investment, 25.50%by Mr. Zhang Yong, 8% by Ms. Hailey Lee (),8% by Ms. Shu Ping, 8% by Mr. Sean Shi (),0.20% by Ms. Yang Lijuan (), 0.10% by Mr.Yuan Huaqiang (), 0.10% by Mr. Gou Yiqun(), 0.06% by Mr. Chen Yong () and0.04% by Mr. Yang Bin (), and its predecessor(as the case maybe) 2001416 50%25.50%8%8 %8 %0 . 2 0 %0 . 1 0 %0 . 1 0 %0.06%0.04% “Sichuan HaidilaoGroup”Sichuan Haidilao and its subsidiaries the self-serving small hot pot products, which aretypes of Convenient Ready-to-eat Food Products,manufactured and sold by the Joint Venture 2 0 2 063 0 SP YH Ltd “Stock Exchange”The Stock Exchange of Hong Kong Limited “subsidiary” or“subsidiaries”has the meaning ascribed thereto under the ListingRules Definitions 2014121ZYSP YIHAI Ltd20131010%“Yihai Shanghai”Yihai (Shanghai) Food Co., Ltd. (()), a foreign investment enterprise establishedin the PRC on 1 December 2014 and an indirectlywholly-owned subsidiary of the Company“ZYSP YIHAI Ltd”a business company with limited liability incorporatedin the British Virgin Islands on 10 October 2013, oneof the Controlling Shareholders“US dollars”,“USD” or “US$”United States dollars, the lawful currency of theUnited States“%”percentage BOARD OF DIRECTORS Executive Directors Mr. Sean Shi(Chairman)Mr. Guo Qiang(Chief Executive Officer)Mr. Sun ShengfengMs. Shu PingMr. Zhao Xiaokai Non-executive Director Mr. Zhang Yong Independent Non-executive Directors 202432612025326220253263202432612025326420253265 Ms. Cui Jin(since 26 March 2024)(Note 1)Mr. Peng Long(since 26 March 2025)(Note 2)Mr. Wang Xin(since 26 March 2025)(Note 3)Mr. Yau Ka Chi(until 26 March 2024)(Note 1)Mr. Qian Mingxing(until 26 March 2025)(Note 4)Ms. Ye Shujun(until 26 March 2025)(Note 5) AUDIT COMMITTEE 20243262025326220253263 Ms. Cui Jin(Chairman) (since 26 March 2024)(Note 1)Mr. Peng Long(since 26 March 2025)(Note 2)Mr. Wang Xin(since 26 March 2025)(Note 3)Mr. Yau Ka Chi(Chairman)(until 26 March 2024)(Note 1)Mr. Qian Mingxing(until 26 March 2025)(Note 4)Ms. Ye Shujun(until 26 March 2025)(Note 5) 202432612025326420253265 REMUNERATION COMMITTEE Mr. Peng Long(Chairman)(since 26 March 2025)(Note 2)Ms. Shu PingMr. Wang Xin(since 26 March 2025)(Note 3)Ms. Ye Shujun(Chairman)(until 26 March 2025)(Note 5)Mr. Qian Mingxing(until 26 March 2025)(Note 4) Corporate Information NOMINATION COMMITTEE Mr. Sean Shi(Chairman)Ms. Cui Jin(since 26 March 2025)(Note 6)Mr. Peng Long(since 26 March 2025)(Note 2)Mr. Qian Mingxing(until 26 March 2025)(Note 4)Ms. Ye Shujun(until 26 March 2025)(Note 5) 20253266202532622025326420253265 JOINT COMPANY SECRETARIES Ms. Yue DianhongMs. Chan Yin Wah AUTHORIZED REPRESENTATIVES Mr. Sun ShengfengMs. Chan Yin Wah Notes: 1With effect upon the publication of the announcement in respect of thechange of independent non-executive Director on 26 March 2024, Mr.Yau Ka Chi resigned from his positions as an independent non-executiveDirector and the chairman of the Audit Committee and Ms. Cui Jin wasappointed as an independent non-executive Director and the chairman ofthe Audit Committee.2Mr. Peng Long has been appointed as an independent non-executiveDirector, the chairman of the Remuneration Committee and a member ofthe Audit Committee and the Nomination Committee with effect from 26March 2025.3Mr. Wang Xin has been appointed as an independent non-executiveDirector, a member of the Audit Committee and the RemunerationCommittee with effect from 26 March 2025.4Mr. Qian Mingxing retired from his positions as an independent non-executive Director, a member of the Audit Committee, the RemunerationCommittee and the Nomination Committee with effect from 26 March2025.5Ms. Ye Shujun retired from her positions as an independent non-executiveDirector, the chairman of the Remuneration Committee and a member ofthe Audit Committee and the Nomination Committee with effect from 26March 2025.6Ms. Cui Jin has been appointed as a member