LIANHUA Supermarket Holdings Co., Ltd. announced the signing of a three-year Goods Sales Services Business Cooperation Framework Agreement (“Sales Services Framework Agreement”) with Bailian Omni-channel E-commerce Co., Ltd. on 30 September 2026. The arrangement, effective from 1 January 2027 to 31 December 2029, appoints Bailian Omni-channel—a wholly owned subsidiary of substantial shareholder Bailian Group—to provide online sales, marketing and fulfilment services for LIANHUA’s merchandise on Bailian’s own e-commerce site and on third-party platforms.
Key commercial terms • Platform service fee: – Up to 4% of gross merchandise value (GMV) for sales on Bailian Omni-channel’s own platform, plus payment handling fees capped at 0.5% of GMV. – Up to 1% of GMV for sales routed via third-party platforms, with reimbursement of third-party platform fees at cost. • Bailian Omni-channel will remit marketing and promotion subsidies to LIANHUA, reflecting discounts, consumer incentives and other campaign costs borne by Bailian or third-party platforms.
Annual caps (RMB, excluding VAT) 1. Platform service fees payable by LIANHUA: • 2027 – 55.00 million • 2028 – 60.00 million • 2029 – 65.00 million
2. Marketing & promotion subsidies receivable by LIANHUA: • 2027 – 70.00 million • 2028 – 75.00 million • 2029 – 80.00 million
Historical reference figures under the previous 2022 Sales Agency Framework Agreement show platform service fees of RMB 42.32 million in 2024, RMB 40.77 million in 2025 and RMB 35.52 million for the eight months to 31 August 2026.
Regulatory considerations Because Bailian Group holds approximately 59.06% of LIANHUA’s issued shares and Bailian Omni-channel is its subsidiary, the transactions are deemed continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. With the highest percentage ratio exceeding 5%, the new framework is subject to reporting, annual review, public announcement and independent shareholders’ approval.
An extraordinary general meeting (EGM) will be convened; Bailian Group and its associates will abstain from voting. An Independent Board Committee comprising all independent non-executive directors will advise unaffiliated shareholders, while VBG Capital Limited has been appointed as the independent financial adviser. A circular detailing the agreement and the EGM notice is slated for dispatch on or before 18 November 2026.
Strategic rationale Management expects the collaboration to leverage Bailian Group’s growing e-commerce capabilities, broaden LIANHUA’s online sales channels and enhance revenue streams, while platform integration is anticipated to reduce system and fulfilment costs and support long-term operational stability.
Governance and pricing safeguards LIANHUA has instituted semi-annual market benchmarking, layered internal reviews, annual external auditor checks and oversight by its audit committee and independent non-executive directors to ensure transaction terms remain on arm’s-length, market-comparable conditions and within approved caps.