Interim Report 2012 - TodayIR.com

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Other InformationAs at 4 July 2012 (being the listing date of the Company), the following persons (other than a director or chief executive of the Company)had interests or short positions in the shares or underlying shares of the Company which were required to be disclosed pursuant to theprovisions of Divisions 2 and 3 of Part XV of the SFO:Approximatepercentage ofName of shareholder Capacity/Nature of interest Number of SharesshareholdingExtensive Power Limited (1) Trustee (1) 509,851,000(L) 34.57%Value Boost Limited (1) Beneficial owner 509,851,000(L) 34.57%Full Health Limited (2) Beneficial owner 87,013,750(L) 5.90%Well Reach Limited (3) Beneficial owner 97,013,750(L) 6.58%Sunshine Property I Limited Beneficial owner 167,887,000(L) 11.38%Moon Glory Enterprises Limited (4) Beneficial owner 85,387,000(L) 5.79%Milestone F&B I Limited Beneficial owner 113,820,000(L) 7.72%Milestone China OpportunitiesInterest in controlled corporation (5) 113,820,000(L) 7.72%Fund III, L.P. (5)Milestone Capital Partners III Limited (6) Interest in controlled corporation (6) 113,820,000(L) 7.72%Notes:The letter “L” denotes long position in the shares.(1) The entire issued share capital of Value Boost Limited is held by Extensive Power Limited (the “Trustee”) as the trustee of The Wang Trust. The WangTrust is a trust established by Wang Huimin (“Ms. Wang”) as settlor and the Trustee as trustee on 27 August 2011. The beneficiaries of The WangTrust are Ms. Wang and in the event of her decease her personal representatives. Ms. Wang is deemed to be interested in 509,851,000 Shares held byValue Boost Limited which is wholly-owned by the Trustee.(2) Ms. Wang holds on trust for Wealth Boom Enterprises Limited the entire issued share capital of Full Health Limited, which owns 87,013,750 Shares.(3) Ms. Wang holds on trust for Brilliant South Limited the entire issued share capital of Well Reach Limited, which owns 97,013,750 Shares.(4) CITIC Securities Company Limited indirectly holds 100% interests in CITIC Securities International Company Limited, which in turn indirectly holds 72%interests in CITIC Securities International Partners Limited. CITIC Securities International Partners Limited indirectly holds 100% interests in CSI CapitalGP Company, Ltd, which in turn indirectly holds 100% interests in CSI Capital GP, L.P. which also in turn indirectly holds 100% interests in CSI CapitalL.P. CSI Capital L.P. directly holds 100% interests in Moon Glory Enterprises Limited.(5) Milestone China Opportunities Fund III, L.P. holds 100% shareholding interest in Milestone F&B I Limited and is therefore deemed to be interested inthe Shares held by Milestone F&B I Limited.(6) James Christopher Kralik indirectly holds 50% interests in Linden Street Capital Limited, which in turn indirectly holds 100% in MCP China InvestmentHoldings Limited. MCP China Investment Holdings Limited indirectly holds 85% interests in Milestone Capital Investment Holdings Limited, which inturn indirectly holds 100% interests in Milestone Capital Partners III Limited. Milestone Capital Partners III Limited is the general partner of MilestoneChina Opportunities Fund III, L.P. and is therefore deemed to be interested in the Shares held by Milestone F&B I Limited.INTERIM REPORT 2012 89
Other InformationCOMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BYDIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out inAppendix 10 to the Listing Rules as a code of conduct of the Company regarding directors’ transactions of the listed securities of theCompany.As at 30 June 2012, the shares of the Company had yet to be listed on the Stock Exchange, the directors of the Company were not awareof any issues of directors and relevant employees not in compliance with the Model Code.CORPORATE GOVERNANCE CODEAs the Company’s shares had yet to be listed on the Stock Exchange as at 30 June 2012, the Company has not adopted the principles andcode provisions set out in the Corporate Governance Code (the “Corporate Governance Code”) contained in Appendix 14 to the ListingRules during the six months ended 30 June 2012. The Company has adopted the Corporate Governance Code upon the listing on the StockExchange and is in compliance with all the code provisions in the Corporate Governance Code since the listing of the Company on 4 July2012 up to the date of this report.CHANGE OF THE BOARD OF DIRECTORSOn 29 August 2012, the Board had approved the appointments of:(a)Mr. Wang Hairong () as a non-executive director of the Company with effect from 29 August 2012, and(b) Mr. Chen Anjie () as an independent non-executive director of the Company with effect from 29 August 2012.AUDIT COMMITTEE AND REVIEW OF FINANCIAL STATEMENTSThe Company has established an audit committee (the “Audit Committee”) on 8 June 2012 with written terms of reference in compliancewith the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the Audit Committee are toreview and supervise our internal control and financial reporting process and to maintain an appropriate relationship with our independentauditors.The Audit Committee comprises Mr. Tsang Henry Yuk Wong, Mr. Weng Xiangwei and Mr. Wang Yu. Mr. Tsang Henry Yuk Wong hasbeen appointed as the chairman of the Audit Committee.The Audit Committee has discussed with the Company’s management and external auditors, the accounting principles and practicesadopted by the Company and has reviewed of the audited consolidated financial statements of the Group for the six months ended 30 June2012.By order of the BoardXiao Nan Guo Restaurants Holdings LimitedWANG HuiminChairladyShanghai, the People’s Republic of China, 29 August 201290XIAO NAN GUO RESTAURANTS HOLDINGS LIMITED
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CONTENTS2Corporate Information3Fina
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Management Discussion and AnalysisI
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Management Discussion and AnalysisT
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Management Discussion and AnalysisR
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Management Discussion and AnalysisL
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Management Discussion and AnalysisH
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Independent Auditors’ ReportOpini
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Consolidated Statement of Comprehen
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Consolidated Statement of Financial
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Consolidated Statement of Changes i
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Consolidated Statement of Cash Flow
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Notes to Financial Statements30 Jun
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