MS Concept Limited (the “Company”) announced that its subsidiary, MS Restaurant Group Limited (“MS Restaurant”), entered into a new Master Supply Agreement (the “2026 Master Supply Agreement”) with Elite Fresh Food Company Limited (“Elite”) on 9 February 2026 (after trading hours). The 2022 Master Supply Agreement between the parties will expire on 31 March 2026, and this new agreement will cover the period from 1 April 2026 to 31 March 2029 (both dates inclusive).
Elite is owned by certain Controlling Shareholders of the Company and is therefore considered a connected person under Chapter 20 of the GEM Listing Rules. The size of the proposed annual caps for each of the three years ending 31 March 2029 exceeds HK$10 million, and at least one of the applicable percentage ratios is higher than 5%, rendering the transactions subject to reporting, announcement, circular, annual review, and Independent Shareholders’ approval requirements.
The proposed annual caps under the 2026 Master Supply Agreement are HK$42 million, HK$46 million, and HK$50 million for each of the years ending 31 March 2027, 31 March 2028, and 31 March 2029 respectively. These figures were determined with reference to historical purchase amounts, anticipated business growth, and projected inflation. The Board believes continuing to source chilled and frozen meat, seafood, and other food ingredients from Elite is beneficial, given the established relationship and consistent quality.
Given the connected transaction classification, the Company will convene an extraordinary general meeting to seek approval from the Independent Shareholders regarding the 2026 Master Supply Agreement, the proposed annual caps, and the related transactions. An Independent Board Committee has been formed, and an Independent Financial Adviser has been appointed to provide recommendations. A circular containing further information, including the Independent Board Committee’s recommendations and the Independent Financial Adviser’s advice, is expected to be dispatched to shareholders on or before 2 March 2026.