• Abstract and Figures
• Public Full-text

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS OVERVIEW Immediately upon completion of the [REDACTED] and without taking into account any Shares which may be issued upon exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme and any options which may be granted under the Post-[REDACTED] Share Option Scheme, Toridoll HK, which is wholly owned by Toridoll Japan, will directly hold approximately [REDACTED]% of the issued share capital of our Company. Assuming there will be no change in the shareholding of Toridoll Japan from 31 March 2021 and up to the [REDACTED], Mr. Awata (in his personal capacity and via T&T and SMBC Bank), together with his spouse, Mrs. Awata (via T&T and SMBC Bank), will control approximately [48.69]% of the issued share capital of Toridoll Japan. Accordingly, each of Toridoll HK, Toridoll Japan, Mr. Awata, Mrs. Awata and T&T will be regarded as our Controlling Shareholders within the meaning of the Listing Rules upon [REDACTED]. Toridoll HK is a company incorporated in Hong Kong and is principally engaged in the business of managing and operating restaurant chains.ToridollHKisadirectwholly-owned subsidiary of Toridoll Japan, which is a company listed on the Tokyo Stock Exchange (stock code: 3397). Toridoll Japan, together with its subsidiaries, is a renowned multi-brand restaurants group which also operates the largest global udon chain ‘‘Marugame Seimen’’. T&T is an investment holding company. As at 31 March 2021, Mr. Awata and Mrs. Awata together controlled approximately [48.69]% of the issued share capital of Toridoll Japan. Mr. Awata has over 36 years of experience in food and beverage industry. Mr. Awata is currently serving as the president and chief executive officer of Toridoll Japan and the sole director of Toridoll HK, respectively. Mr. Awata and Mrs. Awata as our Controlling Shareholders, have entrusted the management and operations of our Company to our independent, experienced and professional management team in order to allow us to operate our own business independently from our Controlling Shareholders. Therefore, each of Mr. Awata and Mrs. Awata is currently not a Director or senior management member of our Group. DELINEATION OF BUSINESS Our Group is principally engaged in the operation of restaurants under two self-owned brands, TamJai and SamGor specialising in mixian in Hong Kong, Mainland China and Singapore. –172– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS Our Controlling Shareholders confirmed that as at the Latest Practicable Date, apart from the interest in our Group, our Controlling Shareholders and/or their respective close associates were interested in other companies which operate lifestyle and beauty shops in Japan and restaurants chains under various brands in different countries (collectively, the ‘‘Excluded Businesses’’). The table below sets forth the details of the restaurant chains under the Excluded Businesses: Percentage shareholding held by our Controlling Entity holding Shareholders and/ the interests Brand name of the Place(s) of or their respective directly or Type of cuisine offered restaurant chain operation close associates indirectly by the restaurant chain operated ‘‘Marugame Seimen’’ Hong Kong and 37% Toridoll HK Japanese Sanuki udon noodles Mainland China Japan and United 100% Toridoll Japan Japanese Sanuki udon noodles Kingdom Cambodia 65% Toridoll HK Japanese Sanuki udon noodles Thailand 40% Toridoll HK Japanese Sanuki udon noodles Korea and 100% Toridoll HK Japanese Sanuki udon noodles Taiwan U.S. 83% Toridoll HK Japanese Sanuki udon noodles ‘‘Hakatanmaru’’ Hong Kong 37% Toridoll HK Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles Japan 100% Toridoll Japan Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles ‘‘Monster Curry’’ and Singapore 70% Toridoll Japan Japanese curry ‘‘Monster Planet’’ ‘‘Toridoll Yakitori’’ Japan 100% Toridoll Japan Japanese ‘‘yakitori’’ (grilled chicken barbeque skewers) ‘‘Kona’s Coffee’’ Japan 100% Toridoll Japan Hawaiian-style cafe´ ‘‘Lanai Cafe’’ Japan 100% Toridoll Japan Hawaiian-style cafe´ ‘‘Makino’’ and Japan 100% Toridoll Japan Japanese ‘‘tempura’’ (deep fried ‘‘Ten-don Makino’’ cuisine) and ‘‘ten-don’’ (tempura rice bowl) ‘‘Nagata Honjo-ken’’ Japan 100% Toridoll Japan Japanese ‘‘yakisoba’’ (fried noodles) ‘‘Marushoya’’ Japan 100% Toridoll Japan Japanese ‘‘shoyu’’ (soy sauce broth) ramen noodles ‘‘Tonichi’’ Japan 100% Toridoll Japan Japanese ‘‘katsu-don’’ (pork cutlets over rice) and ‘‘ton-teki’’ (pork steak) ‘‘Niku no Yamaki Japan 100% Toridoll Japan Japanese beef bowl rice Shoten’’ ‘‘Banpaiya’’ Japan 100% Toridoll Japan Japanese ‘‘izakaya’’ (Japanese-style pub) –173– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS Percentage shareholding held by our Controlling Entity holding Shareholders and/ the interests Brand name of the Place(s) of or their respective directly or Type of cuisine offered restaurant chain operation close associates indirectly by the restaurant chain operated ‘‘Zundo-ya’’ Japan 100% Toridoll Japan Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles ‘‘SONOKO’’ Japan 100% Toridoll Japan Japanese style health foods ‘‘Pokeworks’’ U.S. 40% Toridoll Japan Hawaiian poke (cubed raw fish) seafood ‘‘Crackin’ Kitchen’’ U.S. 100% Toridoll Japan Hawaiian Cajun seafood cuisine ‘‘Tokyo Table’’ U.S. 100% Toridoll Japan Japanese contemporary Cuisine ‘‘Boat Noodle’’ Malaysia 49% Toridoll Japan Thai boat-style soup noodles Myanmar 40% Toridoll Japan Thai boat-style soup noodles ‘‘Shoryu’’ United Kingdom 38% Toridoll HK Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles Our Directors are of the view that the Excluded Businesses are not, and will not be, in direct or indirect, competition with our business and there is clear and adequate delineation of business between our Group and the Excluded Businesses for the following reasons: . Different types of cuisines — None of the restaurants operated by our Controlling Shareholders serve similar cuisines and similar types of noodles as our Group. The restaurant chains operated by our Controlling Shareholders under the ‘‘Marugame Seimen’’, ‘‘Nagata Honjo-ken’’ brands mainly serve Japanese udon and Japanese yakisoba (fried noodles), respectively, while restaurants under the ‘‘Marushoya’’ brand provides Japanese ramen in shoyu (soy sauce broth) and restaurants under the ‘‘Hakatanmaru’’, ‘‘Zundo-ya’’ and ‘‘Shoryu’’ brands provide Japanese ramen in tonkotsu (pork bone) broth. In addition to Japanese noodles, our Controlling Shareholders also operate restaurant chains under the brands of ‘‘Boat Noodle’’ and ‘‘Wok to Walk’’ which serve Thai soup noodles and Thai fried noodles with other street food. In contrast, the types of noodles and cuisine offered by our Controlling Shareholders under the Excluded Businesses are dissimilar to the Southwestern Chinese cuisine inspired mixian offered by our Group. Furthermore, other restaurant chains under the Excluded Businesses offer a substantially different menu and do not focus on noodles in their menus. To the best knowledge of our Directors having made all reasonable enquiries, when considering the expansion of restaurant brands portfolio, the primary focus of Toridoll Japan is to diversify the types of cuisines which can differentiate among themselves in order to attract different customer groups and avoid competition among the different restaurant brands operated by it. Different brand images, restaurant setting and environment — Our restaurant chains under our TamJai and SamGor brands have distinctive brand images. The restaurant chain under our SamGor brand features its signature cartoon character, while the restaurant setting and environment of both TamJai and SamGor brands have adopted a distinct colour scheme with each other for its setting and environment. The culture that our two restaurant brands have built up over their years of operation in Hong Kong, such as the –174– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS unique accent that some of our front-line employees have (also widely-known as ‘‘TamJai accent’’ by our customers) in conjunction with our convenient style, has also been well-recognised by our customers and become an essential part of the dining environment and experience that we offer. According to a survey conducted by Euromonitor concerning the attributes of Asian noodles brands, 41.5% and 40.2% of all respondents associated our two brands respectively with being easy to find and available everywhere in Hong Kong, which were the highest compared with other competing Asian noodles restaurant brands in Hong Kong. The Excluded Businesses have different branding and restaurant setting fundamentally as they build their respective brand images based on the types of cuisines they offer, such as Japanese izakaya style for ‘‘Banpaiya’’

Load more

  11

Copy Link