K. Wah International Holdings Limited (K. Wah International) has entered into a new three-year master lease agreement with its connected lessor, Polymate Co., Ltd., a wholly owned subsidiary of CWL Assets (PTC) Limited, the trustee of the Lui’s Family Trust, which controls 53.44 % of K. Wah International’s issued share capital.
Key Terms • Agreement date: 27 August 2026 • Term: 1 November 2026 – 31 October 2029 (three years) • Scope: Renewal of existing short-term leases and execution of new short-term leases or licences over properties owned by the Lessor Group. • Pricing: Rent, management fees and air-conditioning charges must not exceed prevailing market levels; any single lease with annual rent above HK$3.00 million requires independent professional valuation. • Governance: At least two external market quotations, finance-department monitoring against caps, annual auditor review and annual independent non-executive director (INED) confirmation.
Annual Rental Caps – 2 months ending 31 Dec 2026: HK$1.80 million – Year ending 31 Dec 2027: HK$11.00 million – Year ending 31 Dec 2028: HK$15.20 million – 10 months ending 31 Oct 2029: HK$13.00 million Aggregate maximum exposure over the term totals HK$41.00 million.
Historical Rentals under the current 2023 Master Lease Agreement show a rising trajectory: HK$0.90 million (Nov–Dec 2023), HK$5.70 million (2024), HK$5.49 million (2025) and HK$1.43 million for the ten months to 31 October 2026.
Compliance Position Because multiple percentage ratios for the annual caps exceed 0.1 % but remain below 5 %, the transactions are classified as continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. They are subject to announcement, reporting and annual review requirements but are exempt from independent shareholders’ approval.
Rationale Management cites ongoing administrative, operational and marketing needs as drivers for renewing and expanding leased space. The Lessor’s familiarity with the Group’s property requirements, historic rents at or below market levels and a commitment to maintain future rents within market benchmarks support the decision. The Board, with interested executive directors abstaining, and the company’s INEDs conclude that the terms and annual caps are fair, reasonable and in the interests of shareholders.
Impact on Financials All leases qualify as short-term under HKFRS 16; therefore, rental payments will be expensed through the consolidated statement of profit or loss without creating right-of-use assets or lease liabilities.
Board Composition Update As of 27 August 2026 the Board comprises Executive Directors Mr. Francis Lui Yiu Tung (Chairman), Mrs. Paddy Tang Lui Wai Yu and Mr. Alexander Lui Yiu Wah (both Co-Managing Directors); Non-executive Director Dr. Moses Cheng Mo Chi; and Independent Non-executive Directors Mr. Wong Kwai Lam, Mr. Nip Yun Wing and Mr. Cheung Kin Sang.