The board of directors of Shanghai XNG Holdings Limited announced that: reference is made to the circular of the Company dated 28 May 2024, Mr. Gu Dorson ("Mr. Gu") shall retire by rotation at the annual general meeting of the Company to be held on 28 June 2024 (the "AGM") in accordance with Article 83(3) of the fifth amended and restated articles of association of the Company. Mr. Gu has decided not to stand for re-election at the AGM and he will retire from his office as an executive Director upon conclusion of the AGM, with an aim to devoting more time to his other commitments and pursuits; reference is made to the Circular, Ms. Ping Guoqin ("Ms. Ping"), being advanced in retirement age, has wished and decided to retire from her office as an executive Director upon conclusion of the AGM on 28 June 2024; and due to having reached retirement age, Ms. Li Yuping ("Ms. Li"), an independent non-executive Director, has tendered her resignation as an independent non-executive Director with effect from the conclusion of the AGM on 28 June 2024. Following the retirement of Mr. Gu, he will cease to act as an authorised representative with effect from the conclusion of the AGM on 28 June 2024 and Ms. Wang Huili ("Ms. Wang"), the current non-executive Director, will be appointed as an authorised representative pursuant to Rule 3.05 of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange, with effect from the conclusion of the AGM on 28 June 2024.

Following to the retirement of Mr. Gu and Ms. Ping, the Board announced to re-designate Ms. Wang, the current non-executive Director, as an executive Director and the Chairlady of the Board with effect from the conclusion of the AGM on 28 June 2024. Ms. Wang, aged 66, has been a non-executive Director since August 2011 and is a co-founder of the Group. She has worked for Xiao Nan Guo for over 37 years since commencement of business of the first restaurant under the brand "Xiao Nan Guo" at Changsha Road, Huangpu District, Shanghai in 1987 where she served as the manager in charge of its daily management.

She also currently holds the Directorship of Shanghai Wen Hui Huju Opera Troupe. Ms. Wang has entered into a service agreement with the Company for a term of three years commencing from 28 June 2024. She is subject to retirement from office and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

The Board announced that with effect from the conclusion of the AGM on 28 June 2024, Ms. Hu Xiaoqi ("Ms. Hu") has been appointed as an independent non-executive Director with the recommendation of the nomination committee of the Board. Ms. Hu, aged 45, has worked in PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd. during the period between August 2002 and December 2005 and her last position was senior associate.

From January 2006 to July 2007, she acted as the corporate internal auditor of Akzo Nobel Asia) Co. Ltd. She then worked in General Electric (China) Co. Ltd. from August 2007 to January 2017 and her last position was senior finance manager (Oil & Gas China).

Between January 2017 and December 2022, Ms. Hu worked in Thermo Fisher Scientific (China) Co. Ltd. and her last position was senior director in finance (analytical instruments group of China). She then acted as the executive finance manager (Imaging China) of GE Healthcare Investment (China) Co.

Ltd. from December 2022 onwards. Ms. Hu graduated from Fudan University with a bachelor of science degree and from BI Norwegian Business School with a master of business administration degree. In connection with the above changes of Directors: Mr. Gu will cease to be the chairman of the Board, the nomination committee, the executive committee and the risk management committee, and a member of the remuneration committee with effect from the conclusion of the AGM on 28 June 2024; Ms. Ping will cease to be a member of the executive committee with effect from the conclusion of the AGM on 28 June 2024; Ms. Li will cease to be the chairman of the remuneration committee, a member of the audit committee, the nomination committee and the risk management committee with effect from the conclusion of the AGM on 28 June 2024.

Ms. Wang is appointed as the Chairlady of the Board, the nomination committee and the risk management committee and a member of the remuneration committee with effect from the conclusion of the AGM on 28 June 2024. Ms. Hu is appointed as a member of the audit committee, the nomination committee, the risk management committee and the remuneration committee with effect from the conclusion of the AGM on 28 June 2024. Mr. Zhang Zhenyu, an independent non-executive Director, has been appointed as the chairman of the remuneration committee with effect from the conclusion of the AGM on 28 June 2024.