SAI Leisure seals six-month renewal of QZ Tours framework, lifts H2 2026 cap to US$3.96 million

Bulletin Express
Mar 30

S.A.I. Leisure Group Company Limited (SAI Leisure, 01832) has signed a new six-month framework agreement with connected party QZ Tours to continue “Holiday Package Transactions” from 1 July to 31 December 2026. The 2H2026 QZ Framework Agreement mirrors the expiring 1H2026 pact but raises the annual transaction cap for 2026 to US$3.96 million, up from the previous US$1.28 million limit.

The revised cap exceeds 5 % of the applicable percentage ratios and the HK$10 million threshold under Chapter 14A of the Hong Kong Listing Rules, triggering disclosure, annual review and independent shareholders’ approval requirements. SAI Leisure will seek endorsement at its May 2026 AGM; controlling shareholder THC Leisure (75 % stake) will abstain from voting. An Independent Board Committee and Quam Capital Limited have been appointed to advise minority investors.

Management opted for a short, six-month renewal because the recovery trajectory of Saipan’s tourism market remains unclear, particularly the timing of direct flight resumptions from major Mainland Chinese cities. The new cap was determined with reference to: 1) actual receipts of US$0.40 million from QZ Tours in the first two months of 2026; 2) anticipated rebound in visitor arrivals following the late-2025 resumption of Hong Kong–Saipan flights and potential capacity additions in 2H 2026; 3) expected restart of Mainland China–Saipan direct flights and the launch of the Group’s Managaha Island concession in February 2026.

QZ Tours, a major China-based tour operator 99 % owned by the chairman’s son-in-law Mr Zhou Xindong, remained one of SAI Leisure’s largest customers in 2025, contributing about 2.6 % of group revenue (5.2 % in 2024). Historical utilisation of earlier caps was low owing to pandemic disruptions and the temporary suspension of key flight routes in 2023–2025.

Under the renewed agreement, pricing, credit terms and cancellation policies will continue to be set on normal commercial terms by InterContinental Hotels Group’s management arm, which operates SAI Leisure’s Crowne Plaza Resort Saipan. All deals exceeding HK$3.0 million in aggregate annually must obtain prior approval from SAI Leisure’s Audit Committee comprising independent non-executive directors.

As at 31 December 2025, SAI Leisure reported a net asset value of US$17.10 million. The company emphasises that, should actual transaction volumes threaten to breach the US$3.96 million cap, it will seek further compliance with Listing Rules, including revising caps and securing additional shareholder approval if required.

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