MS Concept (08447.HK) Enters 2026 Master Supply Agreement with Connected Supplier, Sets Three-Year Cap at HK$138 Million

On 9 February 2026, MS Concept Limited (08447.HK) executed a new three-year Master Supply Agreement with connected party Elite Fresh Food Company Limited for the provision of chilled and frozen meat, seafood and other food ingredients to the Group’s restaurants from 1 April 2026 to 31 March 2029. Elite is 50%-owned by Executive Director and controlling shareholder Ms. Ingrid Ip, with the remaining stakes held by other controlling shareholders Mr. Joseph Kwong (25%) and Ms. Melanie Kwong (25%).

\n\nKey commercial terms stipulate that purchase prices will be negotiated on an order-by-order basis and must not exceed (i) prevailing market rates or (ii) quotations from at least two independent suppliers offering comparable ingredients. Settlement is due within 60 days following monthly statement confirmation.

\n\nHistorical purchases from Elite were HK$35.77 million for FY 2024 and HK$44.99 million for FY 2025, with HK$21.00 million recorded in the six months to 30 September 2025. Utilisation of existing caps reached 84.9% in FY 2025.

\n\nProposed annual caps under the new agreement are HK$42.00 million for FY 2027, HK$46.00 million for FY 2028 and HK$50.00 million for FY 2029, reflecting expected restaurant expansion from the current 11 outlets to 16 by FY 2029 and an assumed 1.0% food-price inflation rate.

\n\nBecause the transaction size exceeds the 5% percentage ratio and HK$10 million threshold under GEM Listing Rule 20, the agreement requires independent shareholders’ approval. An Extraordinary General Meeting is scheduled for 27 March 2026. Future More Company Limited, holder of 75% of issued shares, together with its concert-party shareholders, will abstain from voting.

\n\nLego Corporate Finance Limited has been appointed as independent financial adviser; its report and the Independent Board Committee’s recommendation conclude that the terms are fair and reasonable and in the ordinary course of business.

\n\nIf approved, the agreement will supersede the expiring 2022 Master Supply Agreement on 1 April 2026.