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United States securities and exchange commission logo
January 12, 2024
Cong Qu
Financial Director
SUPER HI INTERNATIONAL HOLDING LTD.
1 Paya Lebar Link, #09-04
PLQ 1 Paya Lebar Quarter
Singapore 408533
Re: SUPER HI
INTERNATIONAL HOLDING LTD.
Draft Registration
Statement on Form F-1
Submitted December
15, 2023
CIK No. 0001995306
Dear Cong Qu:
We have reviewed your
draft registration statement and have the following comment(s).
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1. Please state whether
your offering is contingent upon the listing of your ADS's on the
Nasdaq Stock Market or
the NYSE.
2. Please revise to state
that the offering price will be determined by reference to the price of
your ordinary shares on
the HKEx. In addition, please tell us whether you and the
underwriters anticipate
that the offering will be priced at a substantial deviation from the
HKEx stock trading
price; if so, please revise your preliminary prospectus to provide a
price range or an
expected range of deviation from the HKEx stock trading price.
Cong Qu
FirstName
SUPER HI LastNameCong Qu HOLDING LTD.
INTERNATIONAL
Comapany
January 12,NameSUPER
2024 HI INTERNATIONAL HOLDING LTD.
January
Page 2 12, 2024 Page 2
FirstName LastName
Prospectus Summary
Overview, page 1
3. Please present the comparable IFRS profit measure margin to restaurant
level operating
margin, whenever this non-IFRS ratio is presented. Also, reconcile (a)
restaurant level
operating profit to the comparable IFRS profit measure and (b)
restaurant level revenue to
total revenue. Finally, provide the other disclosures required by Item
10(e) of Regulation
S-K.
4. We note your statements that "Haidilao is well-loved by guests for its
unique dining
experience . . . [and] standing out among global restaurant chains,
which has made our
Haidilao restaurants into a worldwide cultural phenomenon," your
"brand recognition . . .
precedes [y]our presence" and the Haidilao brand is "renowned." Please
revise to state, if
true, that these statements are management's beliefs based on industry
experience.
Risk Factors, page 11
5. We note your disclosure on page 74 that you are "exposed to fair value
interest rate risk . .
. [and] cash flow interest risk." To the extent material, please
revise your summary risk
factors and risk factors sections to specifically identify this risk.
In your risk factor
disclosure, please discuss the impact of any rate increases on your
operations and how
your business has been affected. For example, describe whether your
borrowing costs
have recently increased or are expected to increase and your ability
to pass along your
increased costs to your customers.
6. To the extent applicable, please update your Risk Factors and
Management's Discussion
and Analysis of Financial Condition and Results of Operations sections
to disclose how
recent inflationary pressures have materially impacted your business
and operations. For
example, identify the types of inflationary pressures you are facing
and how your business
has been affected. In this regard, we note your disclosure on page 27
that you are "subject
to inflation pressure in the international market, which may also
result in an increase in
our purchase costs."
7. Please include a risk factor that discusses the deposit agreement's
arbitration
provision. This risk factor should discuss, among other things, the
risks relating to the
provision, including increased costs to bring a claim, limited access
to information and
other imbalances of resources between the company and shareholders,
and that these
provisions can discourage claims or limit shareholders' ability to
bring a claim in a judicial
forum they find favorable. Also address any question regarding whether
a court would
enforce such provision, the impact on claims arising under laws, and
whether the
provision applies to purchasers in secondary transactions.
Cong Qu
FirstName
SUPER HI LastNameCong Qu HOLDING LTD.
INTERNATIONAL
Comapany
January 12,NameSUPER
2024 HI INTERNATIONAL HOLDING LTD.
January
Page 3 12, 2024 Page 3
FirstName LastName
ADS holders may not be entitled to a jury trial with respect to claims arising
under the deposit
agreement . . ., page 35
8. Please disclose whether the jury trial waiver provision applies to
purchasers in secondary
transactions.
Your rights to pursue claims against the depositary as a holder of ADSs are
limited . . ., page 36
9. We note your disclosure that "[u]nder the deposit agreement, any
action or proceeding
against or involving the depositary, arising out of or based upon the
deposit agreement or
the transactions contemplated thereby or by virtue of owning the ADSs
may only be
instituted in a state or federal court in the City of New York."
Please revise here and on
page 153 to state whether the exclusive forum provision in the deposit
agreement applies
to claims arising under the Securities Act or Exchange Act. If so,
discuss the risks relating
to the provision, including increased costs to bring claims and that
such a provision can
discourage claims or limit investors' ability to bring claims in
judicial forums they find
favorable. If the provision applies to Securities Act claims, please
also revise your
prospectus to state that there is uncertainty as to whether a court
would enforce such
provision; in this regard, we note that Section 22 of the Securities
Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder.
If we fail to implement and maintain an effective system of internal controls
to remediate our
material weaknesses . . ., page 38
10. Please revise the header of this risk factor and the accompanying
disclosure to
affirmatively state, if true, that you have determined that your
internal controls are not
effective and that you have identified a material weakness. Also
revise the risk factor to
disclose whether you have a timeline for remediation of the identified
material weakness
and any associated material costs.
Enforceability of Civil Liabilities, page 48
11. Please clarify that, while your amended and restated memorandum and
articles of
association do not require arbitration, your deposit agreement grants
the depositary the
"right to refer any claim or dispute arising from the relationship
created by the deposit
agreement to arbitration," according to your disclosure on page 153.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 55
12. Please define the term "self-operated restaurants."
Cong Qu
FirstName
SUPER HI LastNameCong Qu HOLDING LTD.
INTERNATIONAL
Comapany
January 12,NameSUPER
2024 HI INTERNATIONAL HOLDING LTD.
January
Page 4 12, 2024 Page 4
FirstName LastName
Liquidity and Capital Resources
Operating Activities, page 70
13. Your disclosure appears to emphasize how net cash provided by
operating activities was
derived for each period presented and refers to non-cash items that do
not impact cash.
Pursuant to Item 5.B of Form 20-F, your discussion should be an
analysis of material
changes that affected operating cash flows between comparable periods
and should
discuss the key drivers or factors responsible for changes in your
operating, investing and
financing cash flows during the periods presented in your financial
statements. Please
revise your disclosure accordingly.
Business
Our Haidilao Business
Restaurant Network, page 86
14. Please revise here and elsewhere as appropriate to increase the font
size of the illustrative
graphic so as to make such information more readable for investors.
Related Party Transactions, page 131
15. Here and in the risk factor on page 31, please revise to disclose that
Mr. Yong Zhang is
the spouse of Ms. Ping Shu, your Chairman and director. Also revise
your disclosure here
to state that Mr. Yong Zhang and Ms. Ping Shu are the founders of HDL
Group, and to
disclose all relevant transactions between you and HDL Group during
the preceding three
financial years up to the date of the prospectus. Refer to Item 7.B of
Form 20-F. Finally,
disclose on the cover page that Mr. Yong Zhang, the spouse of Ms. Ping
Shu, is
your largest shareholder, disclose the percentage ownership of the
company that he
controls, and state that he has substantial influence over your
business.
Consolidated Financial Statements
Note 6 - Revenue and Segment Information, page F-30
16. Please disclose the revenue and non-current assets amounts attributed
to each material
country. Refer to paragraph 33 of IFRS 8.
General
17. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications. Please contact the staff member associated with the
review of this filing
to discuss how to submit the materials, if any, to us for our review.
Cong Qu
FirstName
SUPER HI LastNameCong Qu HOLDING LTD.
INTERNATIONAL
Comapany
January 12,NameSUPER
2024 HI INTERNATIONAL HOLDING LTD.
January
Page 5 12, 2024 Page 5
FirstName LastName
18. We note that you "commenced [y]our restaurant business operations
outside Greater
China in 2012" through HDL Group, which was then your parent company,
and that you
were spun-off from HDL Group in December 2022. Please revise to
clarify whether you
currently have, or had in the past whether as part of HDL Group or
independently,
business operations in China, Hong Kong and/or Macau. If so, please
discuss the nature of
such operations and the times during which they occurred or continue
to occur. Please
clarify whether you or HDL Group is or was domiciled or headquartered
in China, Hong
Kong and/or Macau, and whether any of your or HDL Group's
directors/officers currently
reside or resided in the past in China, Hong Kong and/or Macau.
Please contact Patrick Kuhn at 202-551-3308 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Dr. Mengyu Lu