Mary Chia Holdings Limited Announces Termination of Hong Kong Joint Venture and Acquisition of Full Ownership

Key Points for Investors

• Termination of Hong Kong Joint Venture: Mary Chia Holdings Limited (“the Company”) has mutually agreed with its partner, Hong Choi International Limited, to terminate the Joint Venture (JV) Term Sheet for the establishment of Mary Chia Holdings (Hong Kong) Limited (“MCH Hong Kong”).
• Transfer of Shares: The Company will acquire the remaining 2,000 shares in MCH Hong Kong from Hong Choi International, resulting in MCH Hong Kong becoming a wholly owned subsidiary of the Group.
• Minimal Financial Impact: The transfer consideration is HK\$2,000 (approximately S\$322.80), funded from internal resources. The net asset value attributable to the Sale Shares is negative, and the transaction is not expected to have any material effect on net tangible assets or earnings per share for the financial year ending 31 March 2026.
• Future Plans: The Company intends to retain MCH Hong Kong as a corporate vehicle to evaluate and pursue future joint venture and strategic collaboration opportunities, supporting flexibility in future initiatives.
• Regulatory Compliance: All relevant information has been disclosed, and the transaction falls within regulatory thresholds that do not require shareholder approval or further announcement under Catalist Rules, but the Company is providing full disclosure for transparency.

Detailed Article

Mary Chia Holdings Limited, a well-known player in the beauty and wellness sector, has announced the formal termination of its joint venture collaboration in Hong Kong. The JV was originally established with Hong Choi International Limited with plans to market energy capsules and beauty products across Singapore, Hong Kong, and Macau.

Termination of JV and Acquisition of Full Ownership

The JV Term Sheet, which defined the collaboration and structure of Mary Chia Holdings (Hong Kong) Limited, has now been terminated by mutual agreement between the Company and Hong Choi International. A Deed of Termination was entered into on 12 February 2026 to formalize this process. Notably, MCH Hong Kong has not commenced any operations since its incorporation, and no material developments or commercial progress have been made under the JV.

The Company highlighted that certain matters relating to intellectual property usage were identified but did not result in any financial loss, operational disruption, reputational impact, or regulatory consequence. Given the lack of progress and potential business alignment issues, both parties agreed to discontinue the JV.

Transfer of Shares and Financial Implications

As part of the Deed of Termination, Hong Choi International will transfer its 2,000 ordinary shares in MCH Hong Kong to Mary Chia (HK) Pte. Ltd., the Company’s wholly owned subsidiary. This transfer is priced at HK\$2,000 (S\$322.80), reflecting the proportionate interest in MCH Hong Kong’s issued share capital. Post-transfer, MCH Hong Kong will be wholly owned by the Group.

The net asset value attributable to the Sale Shares is negative at HK\$(3,361.49) (approximately S\$(542.55)), mainly due to corporate secretarial expenses. The net loss attributable to the Sale Shares is HK\$2,438.49 (S\$393.57). Despite the negative value, the scale of the transaction is immaterial relative to the Group’s consolidated net profit and market capitalization, with no expected material impact on earnings or net tangible assets for FY2026.

Future Strategic Use of MCH Hong Kong

Following the acquisition of full ownership, Mary Chia Holdings intends to use MCH Hong Kong as a flexible corporate vehicle for future joint ventures and strategic collaborations in the region. This provides the Group with enhanced ability to respond to new opportunities and align them with its strategic objectives. Any future use of the entity will be subject to Board approval and compliance with relevant regulatory requirements.

Regulatory and Shareholder Considerations

The transaction has been assessed against the Catalist Rules, specifically Chapter 10 and Practice Note 10A. The absolute figures for net loss and consideration are below thresholds that would require shareholder approval or further announcement. Nonetheless, the Company has voluntarily provided full disclosure to ensure transparency for shareholders.

There are no interests, direct or indirect, in the JV Collaboration among Directors, substantial shareholders, or their associates, except for their respective interests in the Company’s shares.

Key documents, including the Deed of Termination and Bought/Sold Note, are available for inspection at the Company’s registered office for three months from the date of the announcement.

Potential Share Price Sensitivity

While the termination of the JV and acquisition of full ownership are not expected to materially affect earnings or net assets, investors should note that the Company’s strategic flexibility and future plans for MCH Hong Kong could be significant if new collaborations or ventures are pursued. The announcement may indicate a pivot in the Group’s approach to regional expansion, which could influence market sentiment.

Shareholders and potential investors are advised to exercise caution and consult professional advisers if in doubt. Further announcements will be made as and when there are material developments regarding MCH Hong Kong.

Disclaimer

This article is based on publicly disclosed information from Mary Chia Holdings Limited and is intended for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell any securities. Investors should consult their financial advisers before making any investment decisions. The Company and its Sponsor have reviewed the announcement; however, the Exchange assumes no responsibility for its contents.

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