11 June 2026—YGM Trading Ltd. (YGM Trading) plans to divest its entire interest in subsidiary YGM Retail Ltd. and the associated shareholder loan to Chanson (HK) Ltd. for HK$34.32 million.
• Deal structure: – Vendors: YGM Limited and Yampa Investments (both wholly owned by YGM Trading) will sell 100 % of YGM Retail’s shares. – Debt Vendor: YGM Trading will assign a non-interest-bearing loan of up to HK$32.00 million owed by YGM Retail. – Purchaser: Chanson (HK) Ltd., owned 50 % each by Michael Chan and Jason Chan; both are connected persons to YGM Trading.
• Payment schedule: 10 % on SPA signing (already received), 60 % within three days after independent shareholder approval, and 30 % on completion, targeted by 30 June 2026.
• Expected impact: An unaudited disposal gain of about HK$2.36 million; proceeds earmarked for general working capital.
• Post-completion framework: – A three-year, royalty-free, non-exclusive Distribution & Manufacturing Licence Agreement (DML Agreement) among YGM Retail, YGM Marketing (YGM Trading’s unit) and Citimark Trading Ltd. – YGM Marketing receives rights to manufacture and sell Ashworth-branded products in Hong Kong and Macau; Citimark is authorised to supply these products. – Pricing set at Citimark’s cost plus up to 10 % margin. – Proposed purchase caps: HK$8.90 million for the period from completion to 31 March 2027; HK$9.90 million for each of the years ending 31 March 2028 and 31 March 2029.
• Existing Purchase Master Agreement between YGM Marketing and Citimark—effective January 2026—will be terminated upon completion.
• Regulatory status: – Disposal qualifies as a discloseable and connected transaction under Chapter 14A of the Listing Rules. – Independent Board Committee and Crescendo Capital Ltd. appointed to advise minority shareholders. – Controlling Chan family and associates (59.19 % shareholding) will abstain from voting.
• Next steps: Extraordinary General Meeting set for 26 June 2026 at 2:30 p.m. in Hong Kong; register of members closed 23–26 June 2026.
The proposed transaction aims to monetise YGM Trading’s investment in YGM Retail while preserving distribution of Ashworth products in Hong Kong and Macau through the new licensing arrangement.