Top Form International Ltd. (Top Form) has signed a seventh renewal of its Master Agreement with Belgian lingerie group Van de Velde N.V. (VDV), extending the long-standing supply relationship for another three years from 1 July 2026 to 30 June 2029. The agreement covers the sale of ladies’ intimate apparel manufactured by Top Form to VDV, a substantial shareholder holding 25.66 % of the Hong Kong-listed company and indirectly 58.42 % owned by non-executive director Mr Herman Van de Velde.
The renewed framework maintains a cost-plus pricing mechanism with a minimum markup of 5 %. Transaction settlement will be in cash within seven or ten days, depending on order terms. The agreement may be further extended in successive three-year cycles subject to compliance with Hong Kong Listing Rules.
Historical dealings show sales to VDV of HK$87.20 million and HK$90.00 million for the financial years ended 30 June 2024 and 2025, equal to 7.7 % and 7.4 % of group turnover, respectively. For the six months to 31 December 2025, sales reached HK$44.80 million, or 8.9 % of unaudited group revenue for the period.
Based on projected demand, Top Form has proposed new annual caps of HK$120.00 million for FY2027, HK$130.00 million for FY2028 and HK$140.00 million for FY2029. These caps exceed the 5 % threshold under Chapter 14A of the Hong Kong Listing Rules, classifying the arrangement as a continuing connected transaction subject to reporting, announcement and independent shareholders’ approval.
To safeguard minority interests, Top Form has: • Formed an Independent Board Committee comprising all independent non-executive directors. • Appointed Red Sun Capital Limited as Independent Financial Adviser. • Implemented monthly monitoring of transaction values, regular finance-department checks and annual reviews by external auditors and independent non-executive directors to ensure adherence to the pricing policy and cap compliance.
Directors with material interests, Mr Herman Van de Velde and Ms Lien Van de Velde, have abstained from relevant board votes. A circular detailing the agreement and caps will be dispatched to shareholders by 15 May 2026, ahead of a Special General Meeting where independent shareholders will vote on the proposals.