SUPER HI International (NASDAQ: HDL) proposes new Articles of Association

Rhea-AI Filing Summary

SUPER HI INTERNATIONAL HOLDING LTD. is proposing changes to its Articles of Association. The board plans to replace the existing articles with a fourth amended and restated version to align with the latest rules for hybrid general meetings, electronic voting and treasury shares, as well as other updated Listing Rules.

The amendments and adoption of the new Articles of Association will only take effect if shareholders approve them by special resolution at the forthcoming annual general meeting or any adjournment. The company will send a circular with full details and the AGM notice to shareholders in due course.

Key Terms

Articles of Association, hybrid general meetings, electronic voting, treasury shares, +2 more

6 terms

Articles of Association regulatory

"The Board proposes to amend the existing articles of association of the Company"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

hybrid general meetings regulatory

"latest regulatory requirements in relation to the holding of hybrid general meetings"

electronic voting technical

"latest regulatory requirements in relation to the holding of hybrid general meetings, electronic voting, and treasury shares"

treasury shares financial

"latest regulatory requirements in relation to the holding of hybrid general meetings, electronic voting, and treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

special resolution regulatory

"subject to the approval of the shareholders of the Company by way of a special resolution"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

Listing Rules regulatory

"pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities"

Listing rules are the set of requirements a stock exchange and regulators impose on companies to join and stay on the exchange, covering things like financial reporting, disclosures, governance and minimum size. They matter to investors because those rules create a basic level of transparency and behavior—think of them as marketplace rules that make it easier to compare sellers, reduce surprises, and protect liquidity and value; breaking the rules can lead to fines, trading suspensions or delisting.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-42101

SUPER HI INTERNATIONAL HOLDING LTD.

1 Paya Lebar Link, #09-04

PLQ 1 Paya Lebar Quarter

Singapore 408533

+65 6378 1921

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                 Form 40-F ¨

Exhibit Index

Exhibit No.		Description
Exhibit 99.1		Proposed Amendments to the Articles of Association

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUPER HI INTERNATIONAL HOLDING LTD.
	By:	/s/ Ping Shu
	Name:	Ping Shu
	Title:	Director and Chairman

Date: March 31, 2026

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SUPER HI INTERNATIONAL HOLDING LTD.

特海國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(HKEX Stock Code: 9658; NASDAQ Symbol: HDL)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made by the board (the “Board”) of directors (the “Directors”) of SUPER HI INTERNATIONAL HOLDING LTD. (the “Company”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

The Board proposes to amend the existing articles of association of the Company (the “Existing Articles of Association”) and to adopt the fourth amended and restated articles of association (the “New Articles of Association”) in substitution for, and to the exclusion of, the Existing Articles of Association for the purpose of, among others, (i) bringing the Articles of Association in line with the latest regulatory requirements in relation to the holding of hybrid general meetings, electronic voting, and treasury shares and other relevant amendments made to the Listing Rules; and (ii) making other consequential and housekeeping amendments.

The proposed amendments to the Existing Articles of Association and the proposed adoption of the New Articles of Association are subject to the approval of the shareholders of the Company (the “Shareholders”) by way of a special resolution at the forthcoming annual general meeting of the Company (the “AGM”) or any adjournment thereof. A circular of the Company containing, inter alia, further details concerning the aforesaid matters, together with a notice of the AGM, will be despatched to the Shareholders in due course.

By order of the Board

SUPER HI INTERNATIONAL HOLDING LTD.

Ms. SHU Ping

Chairlady

Singapore, March 31, 2026

As of the date of this announcement, the Board comprises Ms. SHU Ping as the chairlady and non-executive Director; Ms. June YANG Lijuan, Mr. LI Yu and Ms. LIU Li as executive Directors; and Mr. TAN Kang Uei, Anthony, Mr. TEO Ser Luck and Mr. LIEN Jown Jing Vincent as independent non-executive Directors.

FAQ

What is SUPER HI INTERNATIONAL (HDL) changing in its Articles of Association?

SUPER HI INTERNATIONAL plans to adopt a fourth amended and restated Articles of Association. The changes mainly align its rules with updated Listing Rules on hybrid general meetings, electronic voting and treasury shares, plus other consequential housekeeping amendments.

Do the proposed Articles of Association changes for HDL require shareholder approval?

Yes, the proposed amendments and new Articles of Association require shareholder approval. They must be passed by way of a special resolution at the forthcoming annual general meeting or any adjournment before they can take effect.

How will HDL shareholders learn the details of the Articles amendments?

Shareholders will receive a circular from SUPER HI INTERNATIONAL containing detailed information. It will include the full proposed amendments, explanations, and the notice of the annual general meeting where the special resolution will be considered.

Why is SUPER HI INTERNATIONAL updating its Articles of Association?

The company is updating its Articles of Association to align with the latest regulatory requirements. These include new rules for holding hybrid general meetings, using electronic voting, handling treasury shares and other relevant amendments to the Hong Kong Listing Rules.

When will HDL’s proposed Articles changes be considered?

The proposed changes will be considered at SUPER HI INTERNATIONAL’s forthcoming annual general meeting. If necessary, they may also be considered at any adjournment, where shareholders will vote on a special resolution approving the new Articles.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 7.9 KB