特海国际美股招股说明书(2024-05-17版)

SUPER HI INTERNATIONAL HOLDING LTD. Representing 26,927,000 ordinary shares We are offering 2,692,700 American depositary shares, or ADSs. Each ADSrepresents ten (10) of our ordinary shares, par value US$0.000005 per share. Prior to this offering, there has been no public market for our ADSs. We areselling our ADSs at US$19.56 per ADS in this offering. Our ADSs will trade on theNasdaq Global Market under the symbol “HDL.” Our ordinary shares have beenlisted on The Stock Exchange of Hong Kong Limited (the “HKEx”) sinceDecember 30, 2022 under the stock code “9658.” Application has been made to the HKEx for the listing of the ordinary sharesrepresented by the ADSs we are offering, and we expect to obtain the approval of theHKEx before the ordinary shares are issued upon the closing of the offering. We are an “emerging growth company” under applicable U.S. federal securitieslaws and are eligible for reduced public company reporting requirements. Upon the completion of this offering, assuming that the underwriters do notexercise their option to purchase additional ADSs, entities controlled by Mr. YongZhang will collectively own 45.66% of our outstanding shares. As the largestshareholder of our company, Mr. Yong Zhang, who is the spouse of Ms. Ping Shu,our director and chairman of the board of directors, has substantial influence over ourbusiness. Investing in our ADSs involves risks that are described in the “Risk Factors” sectionbeginning on page 18 of this prospectus. PRICE US$19.56 PER ADS Neither the United States Securities and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. (1) See “Underwriting” for additional information regarding compensation payable by us to theunderwriters. The underwriters have a 30-day option to purchase up to an additional 403,900ADSs from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the ADSs to purchasers on or about May 21,2024. Morgan StanleySecurities Huatai Prospectus dated May 16, 2024. TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING10SUMMARY CONSOLIDATED FINANCIAL DATA12RECENT DEVELOPMENTS14RISK FACTORS18SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS49USE OF PROCEEDS51DIVIDEND POLICY52CAPITALIZATION53DILUTION54ENFORCEABILITY OF CIVIL LIABILITIES55CORPORATE HISTORY AND STRUCTURE59PRICE RANGE OF OUR ORDINARY SHARES60SELECTED CONSOLIDATED FINANCIAL DATA61MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS63INDUSTRY84BUSINESS87REGULATION106MANAGEMENT129PRINCIPAL SHAREHOLDERS137RELATED PARTY TRANSACTIONS140DESCRIPTION OF SHARE CAPITAL141DESCRIPTION OF AMERICAN DEPOSITARY SHARES154CONVERSION BETWEEN ORDINARY SHARES AND ADSs166SHARES ELIGIBLE FOR FUTURE SALE169TAXATION171UNDERWRITING17 EXPERTS We have not authorized anyone to provide any information other than thatcontained in this prospectus or in any free writing prospectus prepared by or on behalfof us or to which we may have referred you. We take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others maygive you. We and the underwriters have not authorized any other person to provideyou with different or additional information. We are offering to sell, and seekingoffers to buy the ADSs, only in jurisdictions where offers and sales are permitted. Theinformation contained in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or any sale of theADSs. We have not taken any action to permit a public offering of the ADSs outside theUnited States or to permit the possession or distribution of this prospectus outside theUnited States. Persons outside the United States who come into possession of this prospectus must inform themselves about andobserve any restrictions relating to the offering of the ADSs and the distribution ofthe prospectus outside the United States. Until June 10, 2024 (the 25th day after the date of this prospectus), all dealers thatbuy, sell or trade ADSs, whether or not participating in this offering, may be required todeliver a prospectus. This is in addition to the obligation of dealers to deliver aprospectus when acting as underwriters and with respect to their unsold allotments orsubscriptions. PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read inconjunction with, the more detailed information and financial statements appearingelsewhere in this prospectus. In addition to this summary, we urge you to read theentire prospectus carefully, especially the risks of investing in the ADSs discussedunder “Risk Factors,” before deciding whether to invest in the ADSs. Thisprospectus contains information from an industry report dated December 15, 2023commissioned by us a