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United States securities and exchange commission logo
February 23, 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.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted January
30, 2024
CIK No. 0001995306
Dear Cong Qu:
We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are
to comments in our
January 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
Your rights to pursue claims against the depositary as a holder of ADSs
are limited . . ., page 37
1. We note your revised
disclosure in response to prior comment 7. Please further revise to
address the risk that
the jury trial waiver provision may result in limited access to
information and other
imbalances of resources between the company and shareholders.
Also revise the
subsection captioned "Jurisdiction and Arbitration" on page 155 to include
similar disclosure that
discusses the deposit agreement's arbitration provision.
Cong Qu
FirstName
SUPER HI LastNameCong Qu HOLDING LTD.
INTERNATIONAL
Comapany23,
February NameSUPER
2024 HI INTERNATIONAL HOLDING LTD.
February
Page 2 23, 2024 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-IFRS Financial Measure, page 66
2. We reviewed the changes you made in response to prior comment 3.
Please disclose in
greater detail what the raw materials and consumables used reconciling
item relates to and
why it does not relate to restaurant level operations. Also, disclose
whether any costs
associated with central kitchens are included in restaurant level
operating profit and the
nature of any included costs. If no costs associated with central
kitchens are included,
please explain why none of these costs relate to revenues generated by
restaurants, such as
no food prepared in any central kitchens being sold in any
restaurants.
Compensation of Directors and Executive Officers, page 128
3. Please update this disclosure for your most recently completed fiscal
year.
Principal Shareholders, page 130
4. Please identify the natural persons with voting and/or investment
control over the ESOP
Platforms.
Related Party Transactions, page 133
5. We note your response to prior comment 15 and reissue it in part.
Please revise here to
clearly disclose that Mr. Yong Zhang is the spouse of Ms. Ping Shu,
your Chairman and
director, and that entities controlled by Mr. Yong Zhang own 47.64% of
your outstanding
shares. Also provide information in this section, including regarding
loans to and from
HDL Group, for the period since the beginning of the company's
preceding three fiscal
years up to the date of the document. Refer to Item 7.B of Form 20-F.
General
6. We note your response to prior comment 18. To the extent that you have
one or more
directors, officers or members of senior management located in China,
Hong Kong and/or
Macau, please revise the section captioned "Enforceability of Civil
Liabilities" to: (i) state
that such individuals are located in China, Hong Kong and/or Macau and
identify the
relevant individuals and (ii) include relevant risk factor discussion
of the enforceability of
judgements and liabilities against such individuals and include a
cross-reference to
the "Enforceability of Civil Liabilities" section. In this regard, it
appears that at least one
of the company's executive officers resides in mainland China.
Cong Qu
FirstName
SUPER HI LastNameCong Qu HOLDING LTD.
INTERNATIONAL
Comapany23,
February NameSUPER
2024 HI INTERNATIONAL HOLDING LTD.
February
Page 3 23, 2024 Page 3
FirstName LastName
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