Super HI International Holding Ltd.

HDLSEC EDGAR
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6-K, Ara Dönem Bildirimi
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Ara Dönem Bildirimi

Ek belge: EX-99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in the Cayman Islands with limited liability)
(HKEX Stock Code: 9658; NASDAQ Symbol: HDL)
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
References are made to (i) the announcement of the Company dated October 17, 2023, and (ii) the circular of the Company dated November 24, 2023, in relation to, inter alia , the Existing Yihai Master Purchase Agreement and YIZHIHUA Agreements.
The Existing Yihai Master Purchase Agreement and the YIZHIHUA Agreements will expire on December 31, 2026. As the Company intends to continue the transactions thereunder after that date, on October 26, 2026, the Company, for itself and on behalf of its subsidiaries, entered into the following agreements:
(i) the Second Renewed Yihai Master Purchase Agreement with Yihai, for itself and on behalf of its subsidiaries;
(ii) the First Renewed Master Decoration Project Management Service Agreement with YIZHIHUA, for itself and on behalf of its subsidiaries; and
(iii) the First Renewed Master Decoration Project General Contract Service Agreement with YIZHIHUA, for itself and on behalf of its subsidiaries.
The agreements referred to in paragraphs (ii) and (iii) above are collectively referred to as the "First Renewed YIZHIHUA Agreements". Each of the above agreements is for a term of three years, commencing on January 1, 2027 and ending on December 31, 2029 (both days inclusive).
As the highest of the applicable percentage ratios calculated with reference to the proposed annual caps of the Second Renewed Yihai Master Purchase Agreement is more than 5%, the transactions contemplated thereunder are subject to reporting, annual review, announcement and the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. As the highest of the applicable percentage ratios calculated with reference to the proposed annual caps of the First Renewed YIZHIHUA Agreements is more than 0.1% but less than 5%, the transactions contemplated thereunder are subject to reporting, annual review and announcement requirements, but exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.
In respect of the Second Renewed Yihai Master Purchase Agreement and the transactions and proposed annual caps thereunder, (i) an Extraordinary General Meeting will be convened by the Company for the Independent Shareholders to consider and, if thought fit, to approve the same; (ii) the Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders; and (iii) Gram Capital, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, has been appointed as the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders.
Acircular containing, among others, further details of the Second Renewed Yihai Master Purchase Agreement, the transactions and the proposed annual caps thereunder, a letter of advice from the Independent Board Committee to the Independent Shareholders, a letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders, and the notice convening the Extraordinary General Meeting is expected to be made available to the Shareholders by electronic means, with printed copies dispatched upon request, on or before November 19, 2026.
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS
References are made to (i) the announcement of the Company dated October 17, 2023, and (ii) the circular of the Company dated November 24, 2023, in relation to, inter alia , the Existing Yihai Master Purchase Agreement and the YIZHIHUA Agreements. The Existing Yihai Master Purchase Agreement and the YIZHIHUA Agreements will expire on December 31, 2026. As the Company intends to continue the transactions thereunder after that date, on October 26, 2026, the Company, for itself and on behalf of its subsidiaries, entered into the following agreements:
(i) the Second Renewed Yihai Master Purchase Agreement with Yihai, for itself and on behalf of its subsidiaries;
(ii) the First Renewed Master Decoration Project Management Service Agreement with YIZHIHUA, for itself and on behalf of its subsidiaries; and
(iii) the First Renewed Master Decoration Project General Contract Service Agreement with YIZHIHUA, for itself and on behalf of its subsidiaries.
The agreements referred to in paragraphs (ii) and (iii) above are collectively referred to as the "First Renewed YIZHIHUA Agreements".
SUMMARY OF THE CONTINUING CONNECTED TRANSACTION AGREEMENTS
Proposed Annual Caps for the year ending December 31,
Transaction Connected Person Connected Relationship Term 2027 2028 2029
Second Renewed Yihai Master Purchase Agreement Yihai Yihai was owned as to approximately 31.44% in aggregate by Mr. ZHANG Yong and Ms. SHU Ping as of the date of this announcement, and thus is a connected person of the Company January 1, 2027 to December 31, 2029 (both days inclusive) 29,025 35,238 41,407
First Renewed YIZHIHUA Agreements YIZHIHUA YIZHIHUA was wholly owned by Mr. ZHANG Shuoyi, the brother of Mr. ZHANG Yong, as of the date of this announcement, and thus is a connected person of the Company January 1, 2027 to December 31, 2029 (both days inclusive) 7,656 11,324 11,893
THE SECOND RENEWED YIHAI MASTER PURCHASE AGREEMENT
The principal terms of the Second Renewed Yihai Master Purchase Agreement are summarized below:
Parties: (1) The Company (for itself and on behalf of its subsidiaries)
(2) Yihai (for itself and on behalf of its subsidiaries)
Terms: The Second Renewed Yihai Master Purchase Agreement has a term of three years commencing from January 1, 2027 to December 31, 2029 (both days inclusive), subject to the independent shareholders' approval of both Yihai and the Company.
The Second Renewed Yihai Master Purchase Agreement will not be automatically renewed upon expiry of its term. If Yihai and the Company both wish to continue the transactions contemplated thereunder after such expiry, the parties shall enter into a new written agreement and shall negotiate the annual caps and other terms for the renewal term by reference to the then prevailing circumstances. Any such renewal and the related annual caps will be subject to re-compliance with the applicable requirements under Chapter 14A of the Listing Rules then in force, including the reporting, announcement and circular requirements and, if applicable, the obtaining of Independent Shareholders' approval at the relevant time. During the term of the Second Renewed Yihai Master Purchase Agreement, the agreement may be terminated by, among others, the mutual written consent of the parties.
Nature of transactions: (1) Purchase of SUPER HI Customized Products
During the term of the Second Renewed Yihai Master Purchase Agreement, Yihai Group will be the supplier of SUPER HI Customized Products to the Group and has undertaken to supply the SUPER HI Customized Products in accordance with the requirements of the Group as they may be adjusted from time to time. The Group has reserved the right to protect itself against any supply shortfall: (i) in the event that Yihai Group is unable to satisfy the quantity or quality of the products demanded by the Group, and such problem cannot be resolved within a reasonable period (not longer than 30 days) after negotiation between both parties, the Group may engage other third party suppliers; or (ii) the parties agree as otherwise. For instance, where the Company, having considered factors such as delivery costs and delivery time, determines that it would be more practical to engage a local third-party supplier, the Company may negotiate in good faith with Yihai Group and reach a mutual agreement on such engagement prior to appointing any such supplier.
Purchase of SUPER HI Customized Products will be made on the basis of individual orders specifying the type of product, purchase volume, sales price and delivery date. The purchase price of SUPER HI Customized Products shall be determined based on the pricing policy as set out below.
The Group owns the proprietary rights to the Condiments Formulae and authorizes Yihai Group and its contract manufacturers to use the Condiments Formulae for production of SUPER HI Customized Products on a royalty-free basis. Yihai Group is contractually obliged to, and shall use reasonable efforts to procure its contract manufacturers to, keep the Condiments Formulae confidential and, unless the Group has given written consent, refrain from supplying products that use the Condiments Formulae to any other third parties.
For any upgrades and developments in the Condiments Formulae made through the joint efforts of Yihai Group and the Group, the Group will own the proprietary rights in the jointly improved formulae and Yihai Group and its contract manufacturers will have the right to use such formulae for production of SUPER HI Customized Products.
For any upgrades and developments in the Condiments Formulae made through Yihai Group's own efforts, Yihai Group will own the proprietary rights in the independently developed formulae unless otherwise agreed between the parties.
During the term of the Second Renewed Yihai Master Purchase Agreement, Yihai Group will be the supplier of the General Products to the Group for display and sale to consumers in the restaurants of the Group and on the online platforms of the Group. The General Products are manufactured using formulae owned by Yihai Group.
Purchase of each category of General Products will be made under separate specific sales contracts or individual orders specifying the type of product, quantity, unit price and delivery date. The purchase price of the General Products shall be determined based on the pricing basis as set out below.
Pricing basis: Given the wide range of SUPER HI Customized Products and General Products supplied across multiple countries, fixing specific unit prices is not commercially practicable. Accordingly, prices shall be determined by the parties through arm's length negotiations on the following basis:
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Super HI International Holding Ltd., 6-KSEC EDGAR dosya no 000110465926118609
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