Founder's Family Trust Cashes Out HK$2.75 Billion, Sending Haidilao Shares Down Nearly 13% in Two Days, Reigniting Growth Concerns

Deep News
2 hours ago

A two-day selloff has erased nearly 13% of Haidilao's market value after the founding family's trust executed a significant share placement, intensifying scrutiny over the hotpot chain's growth trajectory.

On September 9, Haidilao (stock code: 06862) shares plummeted more than 12% intraday before closing down 9.14%, hitting their lowest level since March 2022. The company's market capitalization shrank to HK$57.6 billion, with trading volume surging to HK$3.78 billion and turnover reaching 6.44%. The following day, the stock continued its decline, closing at HK$9.915 per share.

The trigger was a placement of 259 million shares at HK$10.62 apiece by a family trust linked to Shu Ping, wife of founder Zhang Yong, raising approximately HK$2.75 billion. The transaction was completed on September 8, but details initially circulated within institutional investment circles before the company issued a voluntary announcement after market close on September 9. The statement characterized the reduction as a personal financial arrangement by shareholders, unrelated to group operations, involving no new share issuance, and noted that the controlling shareholder group retains a combined 45.49% stake, ensuring stable control.

Why did this move trigger such turbulence? Four sources of market panic

Firstly, while the reduction scale was not astronomical, it was substantial relative to the company's size. The 2025-2026 Hong Kong stock market has seen larger block trades involving tens of billions of Hong Kong dollars, but those typically occurred in companies with market capitalizations in the hundreds of billions. Haidilao's market value before the reduction stood at approximately HK$63 billion, making the HK$2.75 billion cash-out (4.65% of total shares) a significant proportion for a founding family.

Secondly, founder-family reductions carry far stronger signal value than other types of exits. Major shareholder sell-downs generally fall into three categories: industrial capital reduction, financial investor exits, and founder-family reductions. The first two are often anticipated by the market as funds remain within the ecosystem or align with normal investment cycles. But when the founding family cashes out, the money goes directly into personal pockets with no further connection to the company's operations. When those with the deepest knowledge of the business choose to monetize at relatively low levels, market skepticism is inevitable.

Thirdly, the pricing discrepancy raises eyebrows. In May, founder Zhang Yong increased his stake by 11.35 million shares at HK$13.39 per share, widely interpreted as a confidence signal. Four months later, the family trust sold 259 million shares at HK$10.62, a discount of nearly 21% to the earlier purchase price. The husband "buying high" and the wife "selling low" has fueled speculation about passive capital needs, with one circulating theory pointing to overseas trust tax obligations, though this remains unconfirmed.

Fourthly, the fundamental growth story is at a fragile juncture. During periods of high growth, such concerns might be absorbed by the market. But Haidilao currently faces a gap in growth momentum, with the main brand hitting its ceiling and second growth curves yet to materialize, amplifying sensitivity to any negative signals.

Compliance is the floor, not a confidence builder

It's important to clarify that this reduction did not violate Hong Kong listing rules. Unlike the A-share market, which requires pre-disclosure for major shareholder reductions and imposes six-month short-swing trading restrictions, Hong Kong operates differently. Under Part XV of the Securities and Futures Ordinance, disclosure obligations hinge on individual interest holders. A substantial shareholder holding over 5% must file an equity notice with the exchange within three business days when their ownership percentage crosses any integer percentage threshold.

According to the 2025 annual report, SP NP Ltd. (the family trust entity) held 12.57% before the reduction. The 4.65 percentage point decrease crossed the integer threshold, technically triggering the statutory disclosure obligation. However, as of the time of review, no corresponding equity notification had been filed. The September 9 announcement from Haidilao was a voluntary company-level disclosure, independent from the Part XV shareholder reporting requirement. Additionally, Hong Kong has no equivalent to the A-share short-swing trading rule, so the May purchase by Zhang Yong and the September sale by his wife's trust do not constitute a compliance violation under Hong Kong regulations.

Yet compliance represents only the minimum standard. When a reduction operates within regulatory boundaries but falls outside investor expectations, market reactions are determined by more than just rule adherence.

From "soft landing" to "hard crash": How information asymmetry amplified the selloff

Hong Kong major shareholders typically exit through either secondary market sales or block trades. For smaller reductions, secondary market transactions are common, though they impact share prices. Block trades, like the one employed here, involve a broker's trading desk soliciting institutional investors to complete a large one-time transfer, theoretically avoiding the market impact of massive public market selling.

But this time, the block trade failed to stabilize the stock and instead triggered a larger selloff. The root cause lies in the information transmission mechanism. During the book-building process, the broker's trading desk, which was UBS as the sole bookrunner, communicates with potential buyers about the reduction's background. Even without full details, a narrative forms and circulates within institutional circles. When institutional investors received the HK$10.62 placement price, combined with their assessment of the reduction's context, their response was not to hold but to actively sell in the secondary market. On September 9, Haidilao's trading volume surged to HK$3.78 billion with 6.44% turnover. The intended "soft landing" became a "hard crash."

The placement price of HK$10.62 represented a 6.7% discount to the September 8 closing price of HK$11.38, which should have provided a comfortable safety cushion for institutional buyers. Even with modest price declines, these investors could exit at breakeven or slight profits, potentially stabilizing the stock. Instead, the stock closed at HK$10.34 on September 9, already 2.6% below the placement price, and fell further to HK$9.915 the next day, another 6.6% decline. Institutional investors who acquired shares at a discount were immediately underwater, transforming them from potential stabilizers into sellers, exacerbating downward pressure.

Growth momentum at a crossroads: Main brand slowing, competition intensifying, second curve unproven

The market's outsized reaction to a compliant reduction stems from Haidilao's delicate growth phase. The main brand's expansion has clearly decelerated. After rapid growth around its 2018 listing and pandemic-era disruptions, revenue has stabilized around the RMB 40 billion level, but momentum continues to weaken. Full-year 2025 revenue reached RMB 43.225 billion, up just 1.1% year-over-year, while net profit fell 14.0% to RMB 4.042 billion, with a net margin of approximately 9.35%. In the first half of 2026, revenue grew 2.6% to RMB 22.063 billion, but net profit attributable to shareholders dropped 9.7% to RMB 1.743 billion, with net margin slipping further to 7.9%. Profitability continues to retreat from previous near-10% levels, pressuring earnings quality.

The competitive landscape is deteriorating. Rivals like BANU are expanding in premium locations across core cities, siphoning off mid-to-high-end hotpot consumers. Haidilao's perceived uniqueness in consumer minds is being diluted.

The second growth curve remains unfulfilled. Following the spin-off of overseas operations into Super Hi International, the Hong Kong-listed entity must chart a new course. The company is betting on the "Pomegranate Plan" for multi-brand incubation and its delivery business. Delivery revenue in the first half of 2026 reached RMB 2.051 billion, a 121.2% surge year-over-year, though from a low base, with delivery margins lower than dine-in service. The Pomegranate Plan, after an initial shotgun approach, has shifted toward efficiency, closing underperforming models and concentrating resources on promoting two formats: food stall-style hotpot and sushi, with plans for scaled replication by 2027. However, new brand store counts remain limited, and whether these can replicate the main brand's success remains uncertain, representing an unproven transformation experiment.

A comparison with Jiuxiaojiu reveals similar challenges. Both employ internal incubation models. Jiuxiaojiu's brands like Tai Er and Lao Hotpot were self-created, yet Tai Er remains the dominant revenue driver, while Lao Hotpot's first-half 2026 revenue declined 36.4%. Jiuxiaojiu's market capitalization has dwindled to approximately HK$1.4 billion, reflecting a pessimistic market valuation of its multi-brand narrative.

In contrast, Yum China follows a hybrid "acquisition plus resource reuse" approach. Through acquisitions, Yum China gained mature brands, including a 2020 joint venture with Lavazza for coffee and the 2026 purchase of full ownership of Pizza Hut in mainland China, transitioning from franchisee to brand owner. The resource reuse path saw K Coffee spin off from KFC's coffee operations in 2022, rapidly expanding by leveraging KFC's store network. Acquisitions provide immediate access to proven brands, while resource reuse reduces expansion costs and validation cycles. Haidilao's internal incubation route requires building models from scratch with higher trial-and-error costs, currently transitioning from "casting a wide net" to "focused replication," with results still pending verification.

A 170 billion HKD dividend story against narrowing cash flow

Amid weakening growth momentum, Haidilao has simultaneously increased shareholder returns. In the first half of 2026, the company declared an interim dividend of HK$0.377 per share, raising the payout ratio to 100%. At current prices, this corresponds to a dividend yield exceeding 6%. Since 2019, cumulative cash dividends have surpassed HK$17 billion, and including the 2022 in-kind distribution of Super Hi International shares, total shareholder returns are even more substantial.

However, this dividend generosity must be viewed against the company's cash flow picture. Full-year 2025 operating cash flow stood at RMB 5.66 billion, a notable decline from RMB 7.63 billion in 2024 and well below the 2023 peak of RMB 9 billion. Year-end cash balances also contracted from RMB 6.41 billion in 2024 to RMB 3.95 billion in 2025. While the company didn't disclose a cash flow statement for the first half of 2026, its balance sheet as of June 30, 2026, showed cash of approximately RMB 5.9 billion, recovering from end-2025 levels but still indicating cash flow volatility.

This dynamic reveals a company distributing nearly all current profits while operating cash flow narrows and cash reserves deplete, all while needing sustained investment for new business incubation. Generous dividends are commendable, but when the company explicitly requires resources to cultivate a second curve, delivery margins remain low, and the Pomegranate Plan remains in trial phases, distributing nearly all profits also means limited internal funding for new ventures. When growth narratives lose steam, dividends serve as a form of return—but they may also signal that management prefers returning capital to shareholders over betting on future expansion.

Beyond the share price

The announcement repeatedly emphasized that "the reduction is a shareholder's private matter" and "does not affect control"—statements that may be accurate. Yet capital markets never fully divorce shareholder actions from company prospects. This reduction's sensitivity stems from the convergence of multiple factors: the founding family's exit, a selling price below the earlier purchase price, weakening fundamentals, and lingering speculation about overseas trust tax obligations. Each element alone might not be fatal, but combined, they compel the market to reassess the company's fundamental character.

For Haidilao, the share price volatility is merely a symptom. The real question demanding an answer: in a saturated dining market characterized by intense competition, how can the company stabilize its main brand's foundation while transforming the Pomegranate Plan and delivery business into sustainable, high-return growth engines?

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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