Yihai International Holding Ltd. has entered into six framework agreements that will govern purchases, sales and services with related parties from 2027 onward, and has introduced a separate logistics arrangement effective late-2026. Key details are as follows:
1. Transaction Scope and Counterparties • Renewed purchase of ingredients and staff-meal supplies from Shuhai Supply Chain Group (Shuhai Purchase Agreement). • Renewed product sales to Haidilao Group (Haidilao Master Sales Agreement). • Renewed product sales to Super Hi Group (Super Hi Master Sales Agreement). • Renewed product sales to Shuhai Supply Chain Group (Shuhai Sales Agreement). • Renewed two-way sales and purchases with 60%-owned joint venture Fuhai (Shanghai) Food Technology (Joint Venture Framework Sales & Purchase Agreements). • New Shuhai Framework Storage and Logistics Service Agreement covering warehousing and transportation through 2028.
2. Proposed Annual Caps (RMB) • Haidilao Master Sales: 2027 – 2.34 billion; 2028 – 2.82 billion; 2029 – 3.45 billion. • Joint Venture Framework (combined sales & purchases): 2027 – 491.05 million; 2028 – 564.70 million; 2029 – 649.41 million. • Super Hi Master Sales: 2027 – 197.70 million; 2028 – 239.99 million; 2029 – 282.01 million. • Shuhai Purchase (ingredients & staff meals): 2027 – 35.00 million; 2028 – 40.00 million; 2029 – 45.00 million. • Shuhai Sales (products to Shuhai Supply Chain): 2027 – 30.00 million; 2028 – 50.00 million; 2029 – 80.00 million. • Shuhai Storage & Logistics Services (caps run 2026–2028): 2026 – 12.00 million; 2027 – 37.00 million; 2028 – 42.00 million.
Total aggregated caps for 2027–2029 continuing connected transactions amount to approximately RMB 7.10 billion.
3. Pricing & Terms • Prices for goods and services will be set through arm’s-length negotiations, benchmarked against quotations from at least two independent third parties, and may not be less favourable to Yihai than market terms. • Payment periods generally range up to one month post-delivery for goods and monthly billing for logistics services. • The storage & logistics rate schedule will remain fixed unless both parties agree revisions by supplemental agreement.
4. Listing Rules Classification • Haidilao, Super Hi and Shuhai Supply Chain are associates of controlling shareholders Zhang Yong and Shu Ping; transactions under these three agreements are aggregated and require reporting, annual review, announcement and independent shareholders’ approval (percentage ratios >5%). • Joint-venture transactions likewise exceed the 5% threshold and need independent shareholders’ approval. • Shuhai Purchase Agreement and the Storage & Logistics Agreement fall below the 5% threshold but above 0.1%; they require announcement and annual review only. • An Independent Board Committee has appointed South China Capital Limited as financial adviser; a circular is slated for dispatch on or before 27 November 2026.
5. Governance Directors with interests in the counterparties have abstained from board voting. An extraordinary general meeting will be convened for independent shareholders to approve the non-exempt frameworks and their annual caps.
The company states the agreements are on normal commercial terms and align with business objectives for procurement efficiency, supply-chain optimisation and market expansion.
Comments