SCHEDULE: Super Hi International: Ping Shu's Direct Stake Rises to 11%

Ping Shu and SP NP LTD now directly own 11.0% of Super Hi International Holding Ltd. ordinary shares following a distribution in specie to simplify the company's shareholding structure.

Summary

• Ping Shu and SP NP LTD (the "Reporting Persons") now beneficially own 71,561,070 ordinary shares of SUPER HI INTERNATIONAL HOLDING LTD., representing approximately 11.0% of the Issuer's outstanding ordinary shares.
• This increase in direct ownership resulted from a "Distribution in Specie" on September 9, 2025, where NP UNITED HOLDING LTD distributed its shares of the Issuer to its shareholders, including SP NP LTD.
• SP NP LTD received 28,964,868 ordinary shares in this distribution without any cash consideration.
• The purpose of this transaction was to simplify the Issuer's shareholding structure by removing NP United as an intermediate holding company.
• The Reporting Persons previously reported beneficial ownership on a Schedule 13G but are now filing a Schedule 13D due to the increased percentage of beneficial ownership.
• The percentage is based on 650,299,000 ordinary shares outstanding as of September 2, 2025.

Sentiment

Score: 6

Explanation: The filing indicates a positive step towards simplifying the corporate structure and increasing direct ownership by a key director, which can be viewed favorably for governance. There are no explicit negative financial or operational details, but the reporting persons' reservation of rights to buy or sell shares introduces a minor element of uncertainty regarding future share movements.

Positives

• Simplification of the Issuer's shareholding structure by eliminating an intermediate holding company (NP United).
• Increased direct beneficial ownership by key stakeholders (Ping Shu, chairlady and director, through SP NP LTD), potentially aligning interests more closely.

Risks

• The Reporting Persons reserve the right to review their investment and may in the future purchase additional securities or dispose of some or all of their holdings, which could impact share price.

Future Outlook

The Reporting Persons currently have no specific plans or proposals regarding the Issuer's business, management, or corporate structure. However, they reserve the right to continuously review their investment and may, in the future, acquire more shares, dispose of existing shares, or change their intentions regarding the Issuer.

Management Comments

• The Distribution in Specie was effected by NP United in order to simplify the shareholding structure of the Issuer by eliminating NP United as an intermediate holding company.

Industry Context

This filing primarily concerns a change in the internal ownership structure of SUPER HI INTERNATIONAL HOLDING LTD. and does not provide broader industry context or trends. It reflects a corporate governance decision to streamline shareholding rather than a market-driven event.

Corporate Governance

Related Party Transactions

• The Distribution in Specie involved NP UNITED HOLDING LTD (a controlling shareholder) distributing shares to its shareholders, including SP NP LTD, which is controlled by Ping Shu (chairlady and director of the Issuer). This is an intra-group transaction affecting beneficial ownership.

Stakeholder Impact

• Shareholders: The simplification of the shareholding structure could be seen as a positive for transparency. The increased direct stake of a key director (Ping Shu) may align interests more closely. However, the reporting persons' reservation of rights to buy or sell shares introduces potential future market activity.
• Management: The change in ownership structure directly impacts the beneficial ownership of the chairlady and director, Ping Shu.

Next Steps

• The Reporting Persons will continue to review their investment in the Issuer.
• They may purchase additional securities or dispose of some or all of their holdings in the future.

Key Dates

Recommendation

The filing primarily details a structural change in beneficial ownership, not operational performance. While the simplification of the shareholding structure and increased direct stake by a key director (Ping Shu) can be seen as a positive for corporate governance and alignment of interests, there are no new financial or strategic insights to warrant a 'buy' or 'sell' recommendation. The reporting persons' stated reservation of rights to potentially buy or sell shares in the future introduces a degree of uncertainty. Therefore, a 'hold' recommendation is appropriate, awaiting further operational or strategic updates from the company.

Keywords

SUPER HI INTERNATIONAL HOLDING LTD, Ping Shu, SP NP LTD, Schedule 13D, beneficial ownership, shareholding structure, distribution in specie, corporate governance, SEC filing