Tenfu (Cayman) Holdings Company Limited issued a supplemental announcement detailing the basis for the renewed annual caps under its Samoa Master Processing Agreement and explaining a temporary compliance breach related to delayed execution and disclosure of three continuing connected-transaction agreements.
The Renewed Samoa Master Processing Agreement covers processing services for aged Pu’er and dark tea leaves at Samoa Group’s Yunnan Shuangjiang Factory, which began operations in April 2025. Tenfu expects to process about 50,000 kg of aged tea leaves in 2026, with volumes projected to rise 10% annually through 2028. Reflecting this scale-up, the Board set annual caps of RMB1.20 million, RMB1.32 million and RMB1.45 million for the years ending 31 December 2026, 2027 and 2028, respectively. No transactions were recorded under the 2022 agreement during the three years to 31 December 2025.
Tenfu acknowledged that transactions with Lu Yu Tea, Samoa Company and Mingfeng proceeded during January–February 2026 despite the expiration of their 2022 framework agreements on 31 December 2025. The lapse, attributed to an “inadvertent oversight” amid year-end financial closing, resulted in non-compliance with Listing Rules 14A.34 and 14A.35. The issue was identified in mid-March 2026 during preparation of the 2025 annual report, with renewed agreements signed and disclosed on 24 March 2026.
To prevent recurrence, Tenfu has introduced a four-pronged remediation plan: 1. Annual Listing Rules training for directors, senior management and relevant staff (first session held 11 May 2026). 2. Monthly board reports listing all continuing connected transactions, cumulative spending and cap utilisation. 3. Additional finance-department staff dedicated to tracking transaction terms and expiries. 4. An enhanced internal‐control checklist integrating finance, business and internal audit reviews to flag potential connected transactions promptly for board oversight and external advice.
The Board emphasised its commitment to full compliance with all regulatory requirements. All other details of the 24 March 2026 announcement remain unchanged.