In this document, unless the context otherwise requires, the following expressions have the following meanings.
“Accountants’ Report” the accountants’ report of our Group for the Track Record Period set out in Appendix I to this document
“AIA Tower Store” a restaurant located at Unit A, 1st Floor, AIA Tower, Avenida Comercial de Macau no. 251A−301, Macau
[REDACTED]
“Articles” or “Articles of Association”
the amended and restated articles of association of our Company conditionally adopted on [•] 2021 to take effect upon the [REDACTED] and as amended from time to time, a summary of which is set out in Appendix III to this document
“associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Audit Committee” the audit committee of the Board
“Ba Yue” BA YUE Holdings Limited (八悅控股有限公司), a
company incorporated in the BVI with limited liability on 4 December 2018, and a Controlling Shareholder, whose issued share is held by CrediTrust International Trust Corporation Limited as trustee for the benefit of Mr.
Cheong’s family
“Bing Sut” Bing Sut (冰室), the traditional old-fashioned establishments of Cha Chaan Teng which offers more traditional and local food choices in its menu
“Board” the board of Directors
“business day” any day (other than a Saturday, Sunday or public holiday in Hong Kong and any day on which tropical cyclone warning number eight or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks in Hong Kong are generally open for normal banking business
“BVI” the British Virgin Islands
[REDACTED]
“Cha Chaan Teng” Cha Chaan Teng (茶餐廳), also known as local-style café, is a common type of restaurant found in Macau and Hong Kong that serves a wide variety of Asian and Western food choices with local flavors
“Chairlady” chairlady of our Board
“China” or “PRC” the People’s Republic of China, but for the purpose of this document only and except where the context requires otherwise, does not include Hong Kong, Macau and Taiwan
“Chun Fok Village Store” a restaurant located at Unit AE, Ground Floor, Chun Fok Village — 1 Fase, Rua da Ponte Negra no. 47, Rua do Regedor no. 175-343 and Rua do Desporto no. 20, Taipa, Macau
“close associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Companies Act” the Companies Act (as amended) of the Cayman Islands
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Companies (WUMP) Ordinance” the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Company” Hede Holdings Limited (合德控股有限公司), an exempted
company incorporated in the Cayman Islands with limited liability on 25 January 2019
“connected person(s)” has the same meaning ascribed to it under the GEM Listing Rules
“Controlling Shareholder(s)” the controlling shareholder(s) (having the meaning ascribed to it in the GEM Listing Rules) of our Company, namely Ba Yue and Mr. Cheong
“core connected person(s)” has the meaning ascribed to it under the GEM Listing Rules
“Corporate Governance Code” the Corporate Governance Code and Corporate Governance Report in Appendix 15 to the GEM Listing Rules
“Deed of Indemnity” the deed of indemnity dated [•] executed by each of our Controlling Shareholders in favour of our Company (for ourselves and as trustee for each of our subsidiaries stated therein), details of which are set out in the paragraph headed
“Statutory and General Information — Other Information — 14. Estate duty, tax and other indemnity” in Appendix IV to this document
“Director(s)” the director(s) of our Company
“Eskimo” Café Eskimo Restaurant Company Limited (小泉居餐飲有限公
司), a company incorporated under the laws of Macau with limited liability on 20 April 2004 which is owned as to 51% by Flying (BVI) and 49% by New Era, and is our indirect wholly-owned subsidiary
“Fai Ieng Store 1” a restaurant of the Group located at Unit K, Ground Floor, Edifício Fai Ieng, Rua do Comandante João Belo Bairro Fai Chi Kei no. S/N, Macau
“Fai Ieng Store 2” a restaurant of the Group located at Unit E, Ground Floor, Edifício Fai Ieng, Rua do Comandante João Belo Bairro Fai Chi Kei no. S/N, Macau
“Family Trust” an irrevocable discretionary trust established by Mr. Cheong as the settlor pursuant to a trust deed dated 13 November 2018 in respect of the shares in Ba Yue
“Family Trust Trustee” trustee to the Family Trust, and currently being CrediTrust International Trust Corporation Limited
“Flying (BVI)” Flying (BVI) Holdings Limited, a company incorporated in the BVI with limited liability on 19 February 2019, which is our direct wholly-owned subsidiary
“Food Delivery Service Provider” an independent third party online food ordering and delivery service provider operating online food ordering delivery platform
“Fu Tat Fa Yuen Store” a restaurant of the Group located at Unit AN, Ground Floor, Fu Tat Fa Yuen, Rua de Bruxelas no. 33−119, Rua de Paris no.
10−118, Alameda Dr. Carlos D’ Assumpção no. 322−362 and Avenida do Governador Jaime Silvério Marques no. 315−365, Macau
“FY2017” the financial year ended 31 December 2017
“FY2018” the financial year ended 31 December 2018
“FY2019” the financial year ended 31 December 2019
“FY2020” the financial year ended 31 December 2020
“GEM” GEM operated by the Stock Exchange
“GEM Listing Rules” Rules Governing the Listing of Securities on GEM of the Stock Exchange (as amended, supplemented or otherwise modified from time to time)
[REDACTED]
“Group”, “our Group”,
“we” or “us”
our Company together with its subsidiaries, or where the context so requires in respect of the period before our Company became the holding company of its present subsidiaries, the companies that are the present subsidiaries of our Company
“HK$” or “HK dollar(s)” and
“cent(s)”
Hong Kong dollar(s) the lawful currency of Hong Kong
“HKFRS” the Hong Kong Financial Reporting Standard(s) (including Hong Kong Accounting Standards, amendments and interpretations) issued by HKICPA
“HKICPA” Hong Kong Institute of Certified Public Accountants
“HKSCC” Hong Kong Securities Clearing Company Limited
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
[REDACTED]
“Independent Third Party(ies)” a person or persons or a company or companies which, to the best of our Directors’ knowledge, information and belief, having made all reasonable enquires, is not a connected person (within the meaning of the GEM Listing Rules) of our Company
“Ipsos” Ipsos Asia Limited, an independent market research and consulting company engaged by our Company and an Independent Third Party
“Ipsos Report” the industry report prepared by Ipsos and commissioned by our Company, the content of which is quoted in this document
“Issuing Mandate” the general unconditional mandate granted to our Directors by our Shareholders in relation to the issue of new Shares, further information of which is set out in the paragraph headed
“Statutory and General Information — Information about our Company — 3. Resolutions in writing of our Shareholders passed on [•]” in Appendix IV to this document
[REDACTED]
“Kinglight Garden Store” a restaurant of the Group located at Unit AC, Ground Floor, Kinglight Garden, Rua de Fat San no. 104−184, Rua de Chiu Chau no. 28−90, Rua de Aveiro no. 89−149, and Rua de Bragança no. 313−363, Taipa, Macau
“La Baie Du Noble Store” a restaurant of the Group located at Unit AD, Ground Floor, La Baie Du Noble, Avenida do Nordeste no. 611−699, Rua de Central, da Areia Preta no. 6−786 and Rua da Perola Oriental no. 4−102, Macau
“Latest Practicable Date” 30 March 2021, being the latest practicable date for the purpose of ascertaining certain information in this document prior to its publication
[REDACTED]
[REDACTED]
“Lok Kuan Building Store 1” a restaurant of the Group located at Unit F, 1st Floor, Edifício Lok Kuan, Social de Seac Pai Van — Edifício Lok Kuan, Macau
“Lok Kuan Building Store 2” a restaurant of the Group located at Unit H, 1st Floor, Edifício Lok Kuan, Social de Seac Pai Van — Edifício Lok Kuan, Macau
“Macau” the Macau Special Administrative Region of the PRC
“Macau Legal Advisers” Leong Hon Man — Lawyers & Private Notary, a qualified Macau law firm, being our legal advisers as to Macau laws for the application for the [REDACTED]
“Main Board” the stock market (excluding the option markets) operated by the Stock Exchange which is independent from and operated in parallel with GEM
“Memorandum” or “Memorandum of Association”
the memorandum of association of our Company as amended from time to time, conditionally adopted on [•] which shall become effective on the [REDACTED]
“MOP” or “MOP$” Macau pataca, the lawful currency of Macau
“Mr. Cheong” Mr. CHEONG Wai Fong (張衛峰), a Controlling Shareholder and the settlor of the Family Trust
“Mr. Ian” Mr. IAN Cheok Sam (甄卓森), a substantial shareholder of our Company
“Mr. Lei” Mr. LEI Hoi Fai (李海暉), a non-executive Director of our Company
“Mr. Sou” Mr. SOU Pui San (蘇沛燊), a substantial shareholder of our Company
“Ms. Tam” Ms. TAM Choi Tong (譚彩棠), an executive Director of our Company
“New Era” New Era Investment Holdings Limited, a company incorporated in the BVI with limited liability on 19 February 2019, which is our direct wholly-owned subsidiary
“Nomination Committee” the nomination committee of the Board
“Nova City Store” Unit BR, Ground Floor, Rua de Nam Keng no. 391-661, Avenida de Kwong Tung no. 732, Rua de Coimbra no. 530-560 and Avenida de Guimarães no. 335-365, Taipa, Macau
[REDACTED]
“PRC” or “China” the People’s Republic of China (中華人民共和國) which, for the purposes of this document only, and except where the context requires otherwise, excludes Hong Kong, Macau and Taiwan
“PRC Legal Advisers” DeHeng Law Offices (Shenzhen), a qualified PRC law firm, being our legal advisers as to PRC laws for the application for the [REDACTED]
[REDACTED]
“Regulation S” the Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of the Board
“Reorganisation” the reorganisation of our Group in preparation for the [REDACTED] described in the paragraphs headed “History, Reorganisation and Group Structure — Reorganisation” and
“Statutory and General Information — Information about our Company — 4. Group reorganisation” in Appendix IV to this document
“Repurchase Mandate” the general unconditional mandate to repurchase Shares granted to our Directors by our Shareholders, further information of which is set out in the paragraph headed “Statutory and General Information — Information about our Company — 3.
Resolutions in writing of our Shareholders passed on [•]” in Appendix IV to this document
“RMB” or “Renminbi” the lawful currency of the PRC
“Rua Da Barca Store” a restaurant of the Group located at Unit D, Ground Floor, Iong Veng Building, Rua da Barca no. 2-K-2-N and Rua de Manuel de Arriaga no. 9-9-B, Macau
“Rua de Francisco Xavier Pereira Store”
a restaurant of the Group located at Ground Floor and Mezzanine Floor, Rua de Francisco Xavier Pereira, Nos. 117-A, 118-B, Macau, which was closed in August 2017
“Rua do Campo Store” a restaurant of the Group located at Unit A, Ground Floor, Associação de Construtores Civis e Empresas de Fomento Predial de Macau Building, Travessa dos Anjos no. 2-2-D and Rua do Campo no. 93-115, Macau
“SFC” Securities and Futures Commission of Hong Kong
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Share(s)” ordinary share(s) of nominal value of HK$0.01 each in the share capital of our Company
“Shareholder(s)” holder(s) of our Share(s) from time to time
“Share Option Scheme” the share option scheme conditionally approved and adopted by our Company pursuant to written resolutions of our Shareholders on [•] as described in the paragraph headed
“Statutory and General Information — Other Information — 13. Share Option Scheme” in Appendix IV to this document
“Sharpness Garden Store” a restaurant of the Group located at Units A & B, Ground Floor, Sharpness Garden, Rua de Francisco Xavier Pereira no.
175-B−175-C, Macau
“Sole Sponsor” or “Ample Capital” Ample Capital Limited, a corporation licensed to engage in type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities as defined under the SFO
“sq.m.” square meters
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed to it under the GEM Listing Rules
“substantial shareholder(s)” the substantial shareholder(s) of our Company having the meaning ascribed to it under the GEM Listing Rules
“Sun Star Plaza Store” a restaurant of the Group located at Units AA, AE, AF, X, Y and Z, 1st Floor, Sun Star Plaza Bloco 1, Estrada dos Cavaleiros no. 314−344, Rua de Serenidade no. 145−175, Avenida do Hipódromo no. 5−49 and Praça das Portas do Cerco no. 168−210, Macau
“Takeovers Code” The Code on Takeovers and Mergers as issued by the SFC, as amended, supplemented or otherwise modified from time to time
“Track Record Period” the period comprising the four financial years ended 31 December 2020
[REDACTED]
“United States” or “U.S.” the United States of America
“U.S. dollars” or “US$” or “USD” United Stated dollars, the lawful currency for the time being of the United States
“U.S. Securities Act” United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
“Vai Chui Garden Store” a restaurant of the Group located at Unit J, Ground Floor, Vai Chui Garden, Rua de Tai Lin no. 352−392 and Rua de Nam Keng no. 200−236, Macau
“Van Sion Son Chun Store” a restaurant of the Group located at Unit CR, Ground Floor, Van Sion Son Chun, Rua Sul do Patane no. 87−187, Avenida Marginal do Patane no. 623−655, Avenida Marginal do Lam Mau no. 465−583 and Praça das Orquídeas no. 2−180, Macau
[REDACTED]
“Zhuhai Xiyuan” 珠海市喜苑餐飲有限公司 (Zhuhai Xiyuan Catering Co.,
Ltd.*), a company incorporated under the laws of PRC with limited liability on 13 May 2005 which is owned as to 100% by Eskimo and is our indirect wholly-owned subsidiary
“%” per cent
Unless otherwise specified, for the purpose of this document and for illustration purposes only, the conversion of MOP into HK$ in this document is based on the approximate exchange rate of HK$1.00 to MOP1.03, and vice versa.
All dates and times refer to Hong Kong dates and time, unless otherwise stated or the context otherwise requires.
In this document, the terms “associates”, “close associates”, “connected person”, “core connected person”, “connected transaction”, “controlling shareholder” and “substantial shareholder” shall have the meanings given to such terms in the GEM Listing Rules, unless the context otherwise requires.
Certain amounts and percentage figures included in this document have been subject to rounding adjustments. Accordingly, figures shown in totals in certain tables may not be the arithmetic aggregation of the figures preceding them.
The English translation of company names in Chinese or another language which are marked with “*” and the Chinese translation of company name in English which are marked with “*” are for identification purposes only. Translated English names of Chinese natural persons, legal persons, governmental authorities, institutions, PRC-incorporated companies or other entities or any descriptions for which no English translation exists are unofficial translations for identification purposes only.
