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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SUPER HI INTERNATIONAL HOLDING LTD. (Name of Issuer) |
Ordinary shares, par value of US$0.000005 per share (Title of Class of Securities) |
86803S106 (CUSIP Number) |
12/11/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 86803S106 |
| 1 | Names of Reporting Persons
Ping Shu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42,596,201.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares in rows (5) and (7) represents 42,596,201 ordinary shares held by SP NP LTD, an investment holding company incorporated in the British Virgin Islands and controlled by Ping Shu. The registered office of SP NP LTD is Trinity Chambers, P.O., Box 4301, Road Town, Tortola, British Virgin Islands.
The percent in row (11) is based on 650,299,000 ordinary shares outstanding as of December 11, 2024.
SCHEDULE 13G
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| CUSIP No. | 86803S106 |
| 1 | Names of Reporting Persons
SP NP LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42,596,201.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The number of shares in rows (5) and (7) represents 42,596,201 ordinary shares held by SP NP LTD, an investment holding company incorporated in the British Virgin Islands and controlled by Ping Shu. The registered office of SP NP LTD is Trinity Chambers, P.O., Box 4301, Road Town, Tortola, British Virgin Islands.
The percent in row (11) is based on 650,299,000 ordinary shares outstanding as of December 11, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SUPER HI INTERNATIONAL HOLDING LTD. | |
| (b) | Address of issuer's principal executive offices:
1 Paya Lebar Link, #09-04, PLQ 1 Paya Lebar Quarter, Singapore, U0, 408533 | |
| Item 2. | ||
| (a) | Name of person filing:
Ping Shu
SP NP LTD | |
| (b) | Address or principal business office or, if none, residence:
Ping Shu
1 Paya Lebar Link, #09-04, PLQ 1 Paya Lebar Quarter, Singapore 408533
SP NP LTD
Trinity Chambers, P.O., Box 4301, Road Town, Tortola, British Virgin Islands | |
| (c) | Citizenship:
Ping Shu--Singapore
SP NP LTD--British Virgin Islands | |
| (d) | Title of class of securities:
Ordinary shares, par value of US$0.000005 per share | |
| (e) | CUSIP No.:
86803S106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Ping Shu: 42,596,201
SP NP LTD: 42,596,201
The 42,596,201 ordinary shares of the Issuer beneficially owned by Ping Shu consists of 42,596,201 ordinary shares held by SP NP LTD, an investment holding company incorporated in the British Virgin Islands and controlled by Ping Shu. The registered office of SP NP LTD is Trinity Chambers, P.O., Box 4301, Road Town, Tortola, British Virgin Islands. | |
| (b) | Percent of class:
The percentage of the class of securities beneficially owned by each of the reporting persons as of December 11, 2024 is based on 650,299,000 ordinary shares outstanding as of December 11, 2024.
Ping Shu: 6.6 %
SP NP LTD: 6.6 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Ping Shu: 42,596,201
SP NP LTD: 42,596,201 | ||
| (ii) Shared power to vote or to direct the vote:
Ping Shu: 0
SP NP LTD: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Ping Shu: 42,596,201
SP NP LTD: 42,596,201 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Ping Shu: 0
SP NP LTD: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of US$0.000005 per share, of SUPER HI INTERNATIONAL HOLDING LTD., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 3, 2025.
| Ping Shu |
| By: | /s/ Ping Shu | ||
| Name: | Ping Shu | ||
| SP NP LTD |
| By: | /s/ Ping Shu | ||
| Name: | Ping Shu | ||
| Title: | Director | ||