Shanghai XNG Holdings Announces Delay in 2025 Annual Results Publication

Key Highlights

• Delay in 2025 Annual Results: Shanghai XNG Holdings Limited (“the Company”) will not be able to publish its preliminary annual results for the year ended 31 December 2025 by the regulatory deadline of 31 March 2026, as required under Rule 13.49(1) of the Hong Kong Listing Rules. This constitutes non-compliance with the Listing Rules and is a material event for shareholders.
• Primary Reason for Delay: The delay arises from a temporary shortage of manpower and resources within the Group’s finance and accounting department. This shortage has led to delays in finalising the Group’s books and records, collecting necessary financial information and audit evidence, and preparing the consolidated financial statements.
• Audit Procedures Outstanding: The outstanding work includes the preparation and finalisation of supporting schedules and reconciliations, such as consolidation schedules, inter-company reconciliations, audit samples for revenue and expenses, and updated management representations. The Company is actively working with its auditor to resolve these issues.
• New Expected Timeline: The Company currently expects to publish its 2025 Annual Results on or before 22 May 2026, subject to the completion of audit procedures and any further issues identified during the audit. If possible, results may be published earlier.
• Unaudited Management Accounts: The Board has decided not to publish unaudited management accounts for 2025 at this time, citing concerns about their completeness and accuracy due to ongoing accounting adjustments and incomplete supporting information. The Board believes that publishing these incomplete accounts could mislead shareholders and investors.
• Restaurant Operations Update: As of the end of Q1 2026, no restaurant under the Group had resumed full normal operations. The previously communicated reopening timeline has been delayed due to extended lease negotiations, changes in market conditions, and a more cautious approach to capital allocation. The Group has now adopted a phased and conditional reopening strategy, prioritising operational readiness and sustainability.

Details Investors Should Note

• Regulatory Non-Compliance: The delay in results publication constitutes a breach of the Hong Kong Listing Rules, which may impact investor confidence and could have regulatory implications.
• Internal Resource Constraints: The Company faced staff turnover and an increased workload on the remaining finance team, which contributed directly to the results delay. This points to potential internal control and resource management challenges.
• Transparency on Financial Status: The decision not to publish unaudited management accounts means that, for now, investors and shareholders will not have any financial performance updates for 2025. This lack of transparency may affect market sentiment and share price volatility.
• Business Recovery Uncertainty: The lack of full resumption of restaurant operations, and the shift to a phased reopening with no fixed timeline, signals ongoing operational and market risks, which could materially affect the Company’s future revenue and profitability.

Board and Audit Committee Involvement

The audit committee has been informed of and agrees with the Board’s assessment and decision regarding the publication of unaudited management accounts. There is no disagreement on accounting treatments between the audit committee and the Board.

Directors

• Executive Directors: Mr. GU Dorson (Chairman), Mr. HE Qinghua, Ms. QIU Jiying, Mr. CUI Jinqiao
• Non-executive Director: Ms. GU Lina
• Independent Non-executive Directors: Ms. CHAN Sze Man, Mr. YAO Yafei

Potential Share Price Impact

The delay in the release of audited annual results, combined with business operational uncertainties and the lack of interim financial disclosures, is likely to be price sensitive information. These factors may increase market volatility and could negatively impact the Company’s share price in the near term.

Disclaimer: The above article is an investor-focused summary of official announcements from Shanghai XNG Holdings Limited. It is for informational purposes only and does not constitute investment advice. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company and to consult professional advisers as needed. The Company will provide further updates as appropriate.

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