Longhui International Holdings Limited (Longhui Intl.; 01007) has signed a Sale and Purchase Agreement on 29 April 2026 for its wholly owned subsidiary, Team Pacific Holdings Ltd., to acquire 51% of Go Forward Corporation Ltd. from Heshun Holdings Co. Ltd. for HK$6.00 million. The consideration will be settled through a zero-coupon Promissory Note maturing one year after issuance, avoiding immediate cash outflow and preserving liquidity.
Transaction structure and regulatory status • Nature: Major and connected transaction under Hong Kong Listing Rules (Chapters 14 & 14A), as percentage ratios exceed 25% but are below 100%. • Connected element: Ms. Hung Tsz Ching—daughter of Longhui Intl.’s chairman and executive director Mr. Hung Shui Chak—holds the remaining 49% of Go Forward. • Approval: The deal requires independent shareholders’ consent at an Extraordinary General Meeting (EGM). An Independent Board Committee and an Independent Financial Adviser will evaluate the terms. • Completion conditions: satisfactory due diligence, regulatory approvals, EGM approval, and accuracy of vendor warranties. The long-stop date is 15 July 2026.
Key terms of the Promissory Note • Principal: HK$6.00 million • Interest: Nil • Tenor: One year from issuance (extendable to next business day if required) • Transferability: Non-transferable without Longhui Intl.’s consent • Early redemption: Permitted at issuer’s discretion with ten business days’ notice
Target Company profile: Go Forward Corporation Ltd. • Business: Operates two Thai hotpot restaurants in Hong Kong under the “四面泰” brand (Airside Kai Tak and New Town Plaza). • Ownership pre-deal: 51% Heshun Holdings, 49% Ms. Hung Tsz Ching. • Financials (unaudited): – FY 2024 revenue HK$36.09 million; net profit after tax HK$2.79 million. – FY 2025 revenue HK$51.34 million; net profit after tax HK$7.19 million. – As at 31 Dec 2025: total assets HK$14.45 million; net assets HK$12.56 million. • Independent valuer’s preliminary assessment for the 51% stake: approximately HK$6.51 million.
Strategic rationale Longhui Intl. operates hotpot restaurants in mainland China. Management expects the acquisition to: 1. Add a differentiated Thai hotpot brand with an existing customer base. 2. Extend the group’s geographic footprint into Hong Kong. 3. Generate operational synergies in procurement, supply-chain and restaurant management. 4. Preserve working capital through non-cash settlement.
Post-completion impact Upon completion, Go Forward will become an indirect non-wholly-owned subsidiary, and its financial results will be consolidated into Longhui Intl.’s accounts.
Trading status Trading in Longhui Intl.’s shares has been suspended since 31 March 2025 and will remain halted until resumption guidance requirements are met.
Next steps • Dispatch of the circular, including independent advice and an accountant’s report, is scheduled on or before 30 June 2026. • The EGM date will be announced separately. • If conditions precedent are not fulfilled or waived by 12:00 noon on 15 July 2026, the agreement will lapse.
Shareholders and potential investors are advised to exercise caution given the conditional nature of the transaction and the continued suspension of trading.
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