Longhui International Holdings Limited announced a major and connected transaction to acquire 51% of Hong Kong-based Thai hotpot chain operator Go Forward Corporation Limited for HK$6.00 million, to be settled through a zero-coupon promissory note maturing in 2027.
The purchase price represents a 20.95% discount to an independent valuation of HK$7.59 million for the same stake. Go Forward runs two “四面泰” Thai hotpot restaurants at AIRSIDE Kai Tak and Sha Tin New Town Plaza.
Key Terms • Consideration: HK$6.00 million, satisfied by issuing a non-transferable, interest-free, one-year promissory note. • Valuation: Market-based approach using a 0.26x price-to-sales multiple; control premium of 31.4% and marketability discount of 15.64% applied. • Conditions: Completion subject to due-diligence satisfaction, regulatory consents, independent shareholders’ approval, and accuracy of vendor warranties. • Completion: Next business day after conditions are met, but no later than 30 September 2026.
Target Financial Snapshot • Revenue: HK$51.28 million in FY2025, up from HK$36.09 million in 2024. • Net profit after tax: HK$4.66 million in FY2025 (2024: HK$3.10 million). • Net assets: HK$7.26 million at 31 December 2025; HK$3.31 million at 31 March 2026 after a HK$4.00 million dividend payout.
Strategic Rationale Longhui intends to diversify beyond its PRC hotpot operations by adding a differentiated Thai hotpot brand in Hong Kong. Management anticipates operational synergies in menu development, supply chains and restaurant management. Post-completion, Go Forward will become a non-wholly-owned subsidiary and its results will be consolidated, with the board expecting a positive earnings contribution.
Regulatory and Shareholder Matters The acquisition qualifies as both a major transaction (size ratio >25%) and a connected transaction under Chapters 14 and 14A of the Listing Rules due to the 49% interest in Go Forward held by Ms. Hung Tsz Ching, daughter of the Company’s chairman and executive director Mr. Hung Shui Chak. An extraordinary general meeting will be held on 11 September 2026 to seek independent shareholders’ approval; Mr. Hung and his associates (27.87% shareholding) will abstain from voting.
Financial Impact Pro forma figures show total assets of the Enlarged Group would rise from RMB68.14 million to RMB91.58 million, while total liabilities would increase from RMB239.32 million to RMB261.33 million. Net liabilities would narrow slightly from RMB171.18 million to RMB169.75 million.
Timetable and Risks Trading in Longhui shares has been suspended since 31 March 2025. The Company must resume trading by 30 September 2026 under Rule 6.01A. Publication of the circular does not imply that resumption conditions have been fulfilled. Shareholders are advised to exercise caution when dealing in the Company’s shares.
The extraordinary general meeting will be held in Hong Kong on 11 September 2026 at 11:00 a.m. Proxy forms must be lodged at Computershare Hong Kong Investor Services Limited by 9 September 2026.
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