UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2024

 

Commission File Number: 001-42101

 

 

SUPER HI INTERNATIONAL HOLDING LTD.

 

1 Paya Lebar Link, #09-04

PLQ 1 Paya Lebar Quarter

Singapore 408533

+65 6378 1921

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x                  Form 40-F ¨

 

 

 

Exhibit Index

 

Exhibit No.		Description
Exhibit 99.1		Discloseable Transaction in Relation to Subscription of Wealth Management Products

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SUPER HI INTERNATIONAL HOLDING LTD.
	By:	/s/ Ping Shu
	Name:	Ping Shu
	Title:	Director and Chairman

 

Date: September 6, 2024

 

 

 

Exhibit 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.

 

 

 

SUPER HI INTERNATIONAL HOLDING LTD.

特海国际控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(HKEX Stock Code: 9658; NASDAQ Symbol: HDL)

 

DISCLOSEABLE TRANSACTION IN RELATION TO

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS

 

 

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS

 

Between April 25, 2023 and August 15, 2024, the Company and its six subsidiaries, namely Hai Di Lao Melbourne Proprietary Limited, Hai Di Lao Sydney Proprietary Limited, Hai Di Lao Spain, S.L.U., Haidilao International Treasury Pte Ltd., Singapore Super Hi Dining Pte Ltd. and UK Haidilao Pte Ltd., all of which are wholly-owned subsidiaries of the Company, had subscribed for a type of low risk and high liquidity wealth management products offered by HSBC from time to time for the purpose of better utilizing the surplus cash of the Group arising in the ordinary and usual course of business of the Group. Such subscriptions had been accounted for as “financial assets at fair value through profit or loss” in the Group’s condensed consolidated statement of financial position.

 

 

The principal terms of the HBSC Subscriptions are summarized below:

 

 

Outstanding balance of principal amount of subscription as of

Highest outstanding balance of principal amount of subscription during

the period

the six

from

the year

months

July 1, 2024

Expected

the date

ended

ended

to the date

Subscription

Type of

annual

December 31,

June 30,

of this

December 31,

June 30,

of this

period

Counterparty

Product name

product(1)

yield rate

2023

2024

announcement

2023

2024

announcement

April 25, 2023 ~ August 15, 2024

HSBC

HSBC Australian Dollar Liquidity Fund Class F, HSBC Euro Liquidity Fund/Cl FD, HSBC US Dollar Liquidity Fund/Cl F, HSBC Sterling Liquidity Fund/Cl F

Products are intended for maintaining principal and provide a return in line with market rates

3.67% ~ 5.44%

Nil

US$76.8 million

US$29.6 million

US$66.3 million

US$76.8 million

US$78.8 million

 

Notes:

 

(1)

The relevant wealth management products can be redeemed on any business day. The relevant wealth management products may invest in short-term securities, instruments and obligations considered to be of high quality (with a maximum maturity of 397 days) such as, but not limited to, certificates of deposits, bank deposits, commercial papers, medium term notes, variable rate notes, floating rate notes, bankers acceptances, government bonds and notes, treasury bills, Eurobonds, asset backed securities and corporate bonds (as the case maybe) with a maximum maturity of 397 days for liquidity management purposes.

 

REASONS AND BENEFITS

 

Each of the HSBC Subscriptions is characterized by its nature of convenient trading with high liquidity satisfactory yield, and such subscriptions were used by the Company for treasury management purpose in order to maximize its yield on the surplus cash received from its business operations. The Group expects that HSBC Subscriptions will earn a more stable yield than current deposits generally offered by commercial banks or licensed financial institutions while enhancing the Group’s treasury management flexibility to the Group and mitigating the impact of interest rate volatility in the current economic climate.

 

As such, the Directors (including independent non-executive Directors) are of the view that the terms of each of the HSBC Subscriptions are fair and reasonable, and are on normal commercial terms and the HSBC Subscriptions are in the interests of the Company and its shareholders as a whole.

 

 

INFORMATION ON THE PARTIES INVOLVED

 

The Group

 

The Group is a self-operated restaurant brand, primarily serving Haidilao hot pot in the international market outside Greater China. The Company and its subsidiaries (including but not limited to Hai Di Lao Melbourne Proprietary Limited, Hai Di Lao Sydney Proprietary Limited, Hai Di Lao Spain, S.L.U., Haidilao International Treasury Pte Ltd., Singapore Super Hi Dining Pte Ltd. and UK Haidilao Pte Ltd.) principally conduct restaurant management business.

 

HSBC

 

HSBC is one of the world’s leading international banks, whose shares are listed on the Stock Exchange (stock code: 0005) and the London Stock Exchange (ticker symbol: HSBA). HSBC principally engages in the provision of banking and the relevant financial services.

 

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, according to the information publicly disclosed by HSBC, HSBC and its ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

 

LISTING RULES IMPLICATIONS

 

As each of the HSBC Subscriptions was subscribed with the same bank and are of similar nature, they would, in each case, during the relevant period be aggregated as if there were one transaction with HSBC for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. Given the highest applicable percentage ratio in respect of the HSBC Subscriptions during the relevant period on an aggregate basis exceeds 5% but is less than 25%, the HSBC Subscriptions constitute discloseable transaction of the Company for the purpose of the Listing Rules and are subject to the notification and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

 

At all relevant times up to the date of this announcement, none of the applicable percentage ratios, on standalone or an aggregated basis, calculated pursuant to Rule 14.07 of the Listing Rules in respect of the HSBC Subscriptions exceeded 25%.

 

REMEDIAL ACTIONS

 

The HSBC Subscriptions were conducted on the premise that such subscriptions would not affect the working capital of the Company or the daily operation of the Company’s principal business, and were consistent with the core objectives of the Group to safeguard its capital and ensure liquidity.

 

Due to the product’s low risk and high liquidity features and same day trading capabilities, the Company failed to timely identify and disclose the HSBC Subscriptions in accordance with Chapter 14 of the Listing Rules. However, the Company would like to stress that the incidents were inadvertent and the Company unwaveringly commits to transparency and has no intention to withhold any information relating to the HSBC Subscriptions from disclosure to the public.

 

 

To prevent the recurrence of similar incidents in the future, the Company conducted a comprehensive review and examination of the subscription of wealth management products and circulated a guidance to remind, strengthen and reinforce the knowledge of the responsible staff, senior management and Directors relating to the subscription of wealth management products of this type.

 

Giving top priority to the prevention of excessive risk, the Company will continue to follow its internal monitoring process and guidelines to manage subscription of wealth management products systematically and effectively, with the aim to implement control and make prudent decisions in respect of subscription of wealth management products on the principle of protecting the interests of the Company and its shareholders as a whole. The Group has also reinforced the coordination and reporting arrangements for similar transactions within the Group, circulated detailed guidance and designated specific team to oversee the process, ensure timely redemption of principal amount, and monitor timely disclosure and on-going compliance with relevant requirements under Listing Rules.

 

	By order of the Board
	SUPER HI INTERNATIONAL HOLDING LTD.
	SHU Ping
	Chairlady

 

Singapore, September 6, 2024

 

As of the date of this announcement, the Board comprises Ms. SHU Ping as chairlady and non-executive Director, Ms. June YANG Lijuan, Mr. LI Yu and Ms. LIU Li as executive Directors; and Mr. TAN Kang Uei, Anthony, Mr. TEO Ser Luck and Mr. LIEN Jown Jing Vincent as independent non-executive Directors.