Hong Kong – Nameson Holdings Limited (Nameson Hldgs, 01982) disclosed two new continuing connected transactions with Hebei Starluxe Cashmere Products Co., Ltd. on 29 May 2026, covering both the sale/processing and purchase of cashmere yarn for the period from 29 May 2026 to 31 March 2027.
The first contract—2026 Cashmere Yarn Sale and Processing Agreement—was signed between Hebei Starluxe (purchaser) and Nameson’s 55%-owned joint venture Hebei Nanguan Technology Co., Ltd. (seller and service provider). The deal governs (1) sales of cashmere yarn by Nanguan Tech to Hebei Starluxe and (2) processing services performed by Nanguan Tech on cashmere supplied by Hebei Starluxe. The aggregate annual cap for both components is set at RMB29.00 million (approximately HK$32.77 million). Historical dealings underpinning the cap include: • RMB10.20 million transacted from 1 September 2025 to 31 March 2026 • RMB9.00 million transacted from 1 April 2026 to 28 May 2026
Pricing must be no less favourable to Nanguan Tech than prices offered to independent customers, while delivery and payment follow standard inspection-acceptance procedures.
Under the second contract—2026 Cashmere Yarn Purchase Agreement—Nameson’s wholly owned subsidiary Nameson Industrial Limited will buy cashmere yarn from Hebei Starluxe. The annual transaction cap is USD13.00 million (about HK$102.06 million). Pricing must not exceed the lower of prevailing market rates or prices offered to other Hebei Starluxe customers. Historical purchases that informed the cap totalled: • USD0.70 million between 1 and 31 March 2026 • USD1.30 million between 1 April and 28 May 2026
Hebei Starluxe is deemed a connected person at the subsidiary level under Chapter 14A of the Hong Kong Listing Rules because it is ultimately 51%-owned by Mr. Ma Jiangtao and 49% by Mr. Ma Haitao, both directors of Nanguan Tech. Consequently, the two new agreements, together with the previously announced 2026 Raw Materials Purchase Agreement (annual cap: RMB560.00 million, or HK$632.80 million), are aggregated for compliance purposes. The combined annual cap for all three agreements totals approximately HK$767.70 million for FY2026/27.
The board—including all independent non-executive directors—has confirmed that the terms of the new agreements are fair and reasonable, on normal commercial terms or better, and in the ordinary course of business. As each agreement qualifies for the de minimis exemption under Rule 14A.101, no circular or shareholder approval is required.
To safeguard shareholder interests, Nameson has instituted internal controls. Nanguan Tech must ensure its cashmere yarn sale and processing prices to Hebei Starluxe are not lower than those offered to third-party customers, while Nameson Industrial will benchmark Hebei Starluxe’s quotations against independent third-party offers. Senior management will monitor transaction values to ensure compliance with the stipulated annual caps.