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BBSB International Limited — Proxy Solicitation & Information Statement 2026
May 29, 2026
51502_rns_2026-05-29_5599fc46-1c71-467b-88fb-5dbadaef31b7.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in BBSB International Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM of The Stock Exchange of Hong Kong Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
BBSB International Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8610)
PROPOSALS FOR
(1) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND
REPORTS OF DIRECTORS AND AUDITORS,
(2) RE-ELECTION OF RETIRING DIRECTORS,
(3) RE-APPOINTMENT OF AUDITORS,
(4) GENERAL MANDATES TO BUY BACK SHARES AND
TO ISSUE SHARES
AND
NOTICE OF 2026 ANNUAL GENERAL MEETING
The notice convening the 2026 Annual General Meeting (“2026 AGM”) of BBSB International Limited to be held at B-03-32, Block B Merchant Square No.1 Jalan Tropicana Selatan 1 PJU 3, 47410 Petaling Jaya Selangor, Malaysia on Tuesday, 30 June 2026 at 10:00 a.m. (Malaysia time and Hong Kong Time) is set out in this circular.
Whether or not you are able to attend the 2026 AGM, please complete and sign the enclosed form of proxy for use at the 2026 AGM in accordance with the instructions printed thereon and return it to Boardroom Share Registrars (HK) Limited, the Company’s branch share registrar in Hong Kong, at “2103B, 21/F, 148 Electric Road, North Point, Hong Kong” as soon as possible but in any event not less than 48 hours before the time appointed for the 2026 AGM (i.e. not later than 10:00 a.m. on Sunday, 28 June 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2026 AGM if they so wish.
This circular, together with the form of proxy, are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (https://bbsbholdings.com.my/).
29 May 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Resolution (1) Adoption of the Audited Consolidated Financial Statements and the Reports of the Directors and the Auditors of the Company for the year ended 31 December 2025 4
- Resolution (2) Re-election of Retiring Directors 4
- Resolution (3) Re-appointment of Auditors 5
- Resolution (4) Granting of General Mandate to Buy-back Shares 5
- Resolution (5) Granting of General Mandate to Issue Shares 6
- Resolution (6) Granting of Extension Mandate 6
- 2026 Annual General Meeting and Proxy Arrangement 7
- Voting at the 2026 Annual General Meeting 7
- Recommendation 7
- Closure of Register of Members 8
- Responsibility Statement 8
- Competing Interests 8
- General Information 8
- Language 8
Appendix I - Details of the Directors Proposed to be Re-elected at the 2026 Annual General Meeting 9
Appendix II - Explanatory Statement on the Share Buy-back Mandate 15
Notice of 2026 Annual General Meeting 18
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2026 AGM” the annual general meeting of the Company to be held at B-03-32, Block B Merchant Square No.1 Jalan Tropicana Selatan 1 PJU 3, 47410 Petaling Jaya Selangor, Malaysia on Tuesday, 30 June 2026 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 22 of this circular, or any adjournment thereof
“Articles of Association” the memorandum of association and articles of association of the Company, as amended, supplemented or otherwise modified from time to time
“associate(s)” or “close associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Board” the Board of Directors
“Companies Act” the Companies Act (as revised) of the Cayman Islands, as amended or supplemented from time to time
“Company” BBSB International Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the GEM of the Stock Exchange (Stock Code: 8610)
“controlling shareholder(s)” has the meaning as defined in the GEM Listing Rules
“core connected person(s)” has the same meaning as defined in the GEM Listing Rules
“Director(s)” the director(s) of the Company
“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares bought back under the Share Buy-back Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate
“GEM” the GEM of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
– 1 –
DEFINITIONS
"Issue Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with (include any sale or transfer of treasury shares out of treasury) additional Shares of not exceeding 20% of the total number of issued shares of the Company (exclude treasury shares, if any) as at the date of passing of the proposed ordinary resolution
"Latest Practicable Date"
27 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.01 each in the issued capital of the Company
"Share Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (exclude treasury shares, if any) as at the date of passing of the proposed ordinary resolution
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"
has the meaning as defined in the GEM Listing Rules
"Takeovers Code"
The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time
"treasury shares"
has the meaning ascribed to it under the GEM Listing Rules, as amended, supplemental or otherwise modified from time to time
"%"
per cent
- 2 -
LETTER FROM THE BOARD
BBSB International Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8610)
Executive Directors:
- Datuk Tan Chin Nyan (Chairman)
- Mr. Tan Tze Tung
- Ms. Tan Xin Yi
Independent Non-executive Directors:
- Mr. Lee Tuan Meng
- Mr. Ooi Kim Chai
- Ms. Norkamaliah Binti Hashim
Registered Office:
P.O. Box 500
Suite 210, 2nd Floor
Windward III
Regatta Office Park
Grand Cayman, KY1-1106
Cayman Islands
Principal Place of Business in Hong Kong:
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
29 May 2026
To the Shareholders:
Dear Sir/Madam,
PROPOSALS FOR
(1) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND
REPORTS OF DIRECTORS AND AUDITORS,
(2) RE-ELECTION OF RETIRING DIRECTORS,
(3) RE-APPOINTMENT OF AUDITORS,
(4) GENERAL MANDATES TO BUY BACK SHARES AND
TO ISSUE SHARES
AND
NOTICE OF 2026 ANNUAL GENERAL MEETING
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LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to give you notice of the 2026 AGM, and to provide you with details of the resolutions to be proposed at the 2026 AGM which include (i) the adoption of the audited consolidated financial statements and the reports of the Directors and the independent auditors of the Company (the "Auditors") for the year ended 31 December 2025; (ii) the proposed re-election of the Retiring Directors; (iii) the proposed re-appointment of the Auditors of the Company; (iv) the granting of the Share Buy-back Mandate; (v) the granting of the Issue Mandate; and (vi) the granting of the Extension Mandate.
2. RESOLUTION (1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025
The audited consolidated financial statements together with the reports of the Directors and the Auditors of the Company for the year ended 31 December 2025, are set out in the 2025 annual report. The 2025 annual report may be viewed and downloaded from the Company's website (www.bbsbholdings.com.my) and the Stock Exchange's website (www.hkexnews.hk). The audited consolidated financial statements of the Company for the year ended 31 December 2025 have been reviewed by the audit committee of the Company (the "Audit Committee").
3. RESOLUTION (2) RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of six Directors, namely Datuk Tan Chin Nyan ("Datuk Tan"), Mr. Tan Tze Tung ("Mr. Andy Tan"), Ms. Tan Xin Yi ("Ms. Tan"), Mr. Lee Tuan Meng ("Mr. Lee"), Mr. Ooi Kim Chai ("Mr. Ooi") and Ms. Norkamaliah Binti Hashim ("Ms. Hashim").
In accordance with Article 108 of the Articles of Association, one-third of the Directors for the time being who have been longest in office since their last election shall retire from office by rotation such that every Director is subject to retirement by rotation at least once every three years.
Pursuant to Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first annual general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election. Accordingly, Datuk Tan, Mr. Andy Tan and Ms. Tan, the Executive Directors; and Mr. Lee, Mr. Ooi, and Ms. Hashim, the Independent Non-executive Directors ("Retiring Directors") shall retire at the 2026 AGM. All the Retiring Directors, being eligible, offered themselves for re-election at the 2026 AGM.
The re-election of the Retiring Directors has been reviewed by the nomination committee of the Company (the "Nomination Committee") which recommended to the Board that the re-election be proposed for Shareholders' approval at the 2026 AGM.
The Nomination Committee has assessed the independence of each of the Independent Non-executive Directors who include Mr. Lee, Mr. Ooi and Ms. Hashim based and opined that they satisfy on the independence guidelines set out in Rule 5.09 of the GEM Listing Rules and considered that all of them remain independent.
LETTER FROM THE BOARD
The Nomination Committee has also reviewed the structure and composition of the Board, the confirmations and disclosures given by the Retiring Directors, their qualifications, skills and experience, time commitment and contribution of the Retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all the Independent Non-executive Directors. The Nomination Committee has recommended to the Board on the re-election of all the Retiring Directors.
The biographical details of the Retiring Directors who have been proposed to be re-elected at the 2026 AGM are set out in Appendix I to this circular.
4. RESOLUTION (3) RE-APPOINTMENT OF AUDITORS
BDO Limited will retire as the Auditors of the Company at the 2026 AGM and, being eligible, offer themselves for re-appointment.
The Board proposed to re-appoint BDO Limited as the Auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company. Taking into the account the complexity and business plan of the Company, the expected audit scope, audit timetable and auditors' resources required by BDO Limited, the estimated audit fee for the year ending 31 December 2026 would be approximately HK$1 million. The estimated audit fee also assumes that there will be no material change in the Group's operations, the number of subsidiaries of the Company or the Group's accounting policies or regulatory environment during the financial year of 2026.
5. RESOLUTION (4) GRANTING OF GENERAL MANDATE TO BUY-BACK SHARES
At the 2026 AGM, an ordinary resolution will also be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to buy-back, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, the Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue (exclude treasury shares, if any) as at the date of passing of the relevant resolution at the 2026 AGM.
As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Share Buy-back Mandate to the Directors and on the basis that no Share will be issued or repurchased by the Company between the Latest Practicable Date and the 2026 AGM, the Company will be allowed under the Share Buy-back Mandate to buy-back a maximum of 50,000,000 Shares.
An explanatory statement required by the GEM Listing Rules to provide the Shareholders with the requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.
Neither the Explanatory Statement nor the proposed share repurchase has any usual feature.
LETTER FROM THE BOARD
6. RESOLUTION (5) GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the 2026 AGM, an ordinary resolution will also be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with (include any sale or transfer of treasury shares out of treasury) unissued shares up to 20% of the aggregate nominal value of the share capital of the Company in issue (exclude treasury shares, if any) as at the date of passing of the relevant resolution at the 2026 AGM.
As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Share will be issued or bought back by the Company between the Latest Practicable Date and the 2026 AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 100,000,000 Shares.
7. RESOLUTION (6) GRANTING OF EXTENSION MANDATE
In addition, an ordinary resolution will be proposed at the 2026 AGM to extend the Issue Mandate by an additional amount representing the aggregate nominal value of Shares bought-back under the Share Buy-back Mandate.
The Issue Mandate and the Share Buy-back Mandate, if granted at the 2026 AGM, will expire at the earliest of: (a) the conclusion of the 2027 annual general meeting; or (b) the expiration of the period within which the 2027 annual general meeting of the Company is required by the Articles of Association, the Companies Act or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the 2027 annual general meeting of the Company.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.
LETTER FROM THE BOARD
8. 2026 ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the 2026 AGM is set out on pages 18 to 22 of this circular.
A form of proxy for use at the 2026 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.bbsbholdings.com.my). Whether or not you are able to attend the 2026 AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with Boardroom Share Registrars (HK) Limited, the Company’s Hong Kong branch share registrar and transfer office, at “2103B, 21/F, 148 Electric Road, North Point, Hong Kong”, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the 2026 AGM (i.e. not later than 10:00 a.m. on Sunday, 28 June 2026) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2026 AGM if you so wish.
9. VOTING AT THE 2026 AGM
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the 2026 AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results of the 2026 AGM will be made by the Company after the 2026 AGM, in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
10. RECOMMENDATION
At the 2026 AGM, six ordinary resolutions will be proposed to approve, among other matters, the adoption of the audited consolidated financial statements and the reports of the Directors and the Auditors of the Company for the year ended 31 December 2025, the re-election of the Retiring Directors, the re-appointment of Auditors, the granting of the Share Buy-back Mandate, the granting of the Issue Mandate, and the granting of the Extension Mandate.
The Directors believe that the proposed granting of the Share Buy-back Mandate, the Issue Mandate, the Extension Mandate, the re-election of the Retiring Directors, the re-appointment of the Auditors, are in the best interests of the Company and the Shareholders. The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Share Buy-back Mandate may, depending on market conditions and funding arrangements at the time, enhance the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that such buy back of Shares will benefit the Company and the Shareholders. An exercise of the Share Buy-back Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company. compared with that as at 31 December 2025, being the date of its latest audited consolidated financial statements. The Directors do not, however, intend to make any buy back in circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. Accordingly, the Directors recommend that the Shareholders vote in favour of all resolutions to be proposed at the 2026 AGM.
LETTER FROM THE BOARD
11. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company for the 2026 AGM will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending, speaking and voting at the 2026 AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with Boardroom Share Registrars (HK) Limited, the Company’s Hong Kong branch share registrar and transfer office at “2103B, 21/F, 148 Electric Road, North Point, Hong Kong”, not later than 10:00 a.m. on Sunday, 28 June 2026). The record date for the purpose of determining the eligibility of the Shareholders to attend, speak and vote at the 2026 AGM is Tuesday, 30 June 2026.
12. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and is not misleading or deceptive, and there are no other matters the omission of which would make this circular or any content herein misleading.
13. COMPETING INTERESTS
To the best knowledge of the Directors, none of the Directors or the controlling Shareholders (as defined in the GEM Listing Rules) of the Company, nor any of their respective close associates (as defined in the GEM Listing Rules), had any interest as at the Latest Practicable Date that competes or may compete with the business of the Group, which would be required to be disclosed under Rule 11.04 of the GEM Listing Rules.
14. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular and the notice of the 2026 AGM.
15. LANGUAGE
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
BBSB International Limited
Tan Chin Nyan
Chairman
As at the date of this circular, the Executive Directors are Datuk Tan Chin Nyan, Mr. Tan Tze Tung and Ms. Tan Xin Yi; and the Independent Non-executive Directors are Mr. Lee Tuan Meng, Mr. Ooi Kim Chai and Ms. Norkamaliah Binti Hashim.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the 2026 AGM.
EXECUTIVE DIRECTORS
(1) Datuk Tan Chin Nyan
Datuk Tan Chin Nyan (“Datuk Tan”), aged 66, was appointed as our Director on 30 May 2025 and was redesignated as our Executive Director, Chairman of the Board and the Chief Executive Officer on 17 June 2025. Datuk Tan is primarily responsible for the overall business strategic direction, planning and execution of our Group. He is also a member of both the remuneration committee of the Company (the “Remuneration Committee”) and the Nomination Committee.
Datuk Tan has more than 37 years of experience in the transportation infrastructure engineering industry. Before acquiring a majority interest in our Group in 2004, Datuk Tan had worked in various positions in the transportation infrastructure engineering sector. From May 1989 to April 1994, he joined T. Y. Lin International working in the Taipei Medium Capacity Transit System (MCTs) Fixed Facilities Detailed Design Project Team, primarily responsible for the design work of the viaduct structure and vehicle depot structures. From June 1994 to May 1995, he worked as a permanent works engineer in the Joint Venture B+B/EASTERN primarily responsible for overseeing the production of concrete pour drawings and resteel drawings, etc. From May 1995 to June 1997, Datuk Tan served as the manager in Pati Sdn. Bhd., a company principally engaged in civil engineering works and buildings construction. Datuk Tan was also a director of Bridgex for various periods from July 1997 until June 2024, where he was mainly responsible for providing technical advice to Bridgex in relation to site works.
Datuk Tan obtained a Degree of Bachelor of Science in Civil Engineering from National Cheng Kung University, Taiwan in June 1983 and a Degree of Master of Engineering from Asian Institute of Technology in April 1986. He has also been elected as a member of The Institution of Engineers, Malaysia in July 1994. He was elected as a member of The Institution of Engineers, Australia and a member of the College of Civil Engineers, Australia in August 1995. He was registered as a professional engineer of the Board of Engineers Malaysia in March 1996 and is a professional engineer with practising certificate in the branch of civil engineering of the Board of Engineers Malaysia since March 2016. Datuk Tan has been awarded the status of Associate ASEAN Engineer by ASEAN Engineering Register in December 2012. In August 2022, he was elected as a chartered professional engineer of The Institution of Engineers Australia. He has also been conferred Darjah Pangkuan Seri Melaka (D.P.S.M) which carries the title “Datuk” since October 2022.
Datuk Tan is the father of Mr. Andy Tan and Ms. Tan XinYi, our Executive Directors.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 ANNUAL GENERAL MEETING
Datuk Tan has entered into a service contract with the Company for a term of three years effective from 30 May 2025 and is subject to retirement by rotation and re-election at the 2026 AGM in accordance with the Articles of Association. Pursuant to the service contract, Datuk Tan is entitled to a Director’s fee of HK$480,000 per annum and a discretionary bonus to be determined by the Board at its sole discretion upon the recommendation of the Remuneration Committee provided that the aggregate amount of bonus payable to all the Directors (including Executive and Non-executive Directors) in the financial year will not exceed 15% of the audited consolidated profits of the Group attributable to Shareholders (after tax and minority interests but before extraordinary items) for that financial year. The Director’s fee payable to Datuk Tan was recommended by the Remuneration Committee and subsequently confirmed by the Board with reference to his duties, responsibilities and performance and results of the Company, and shall be reviewed by the Remuneration Committee from time to time. Apart from the Director’s fee, no other emoluments were received by Datuk Tan from the Group for the year ended 31 December 2025.
As at the Latest Practicable Date, Datuk Tan was interested in 375,000,000 Shares, represented approximately 75% of the issued shares of the Company. Save as disclosed above, Datuk Tan did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Datuk Tan (1) has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (2) does not hold any other position with the Company or other members of the Group; and (3) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there is no information of Datuk Tan that is disclosable pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Datuk Tan that need to be brought to the attention of the Shareholders.
(2) Mr. Tan Tze Tung
Mr. Tan Tze Tung (“Mr. Andy Tan”), aged 31, was appointed as our Director on 30 May 2025 and was redesignated as our Executive Director on 17 June 2025. Mr. Andy Tan is primarily responsible for overseeing and improving the efficiency of our Group’s day-to-day operations. He is also a member of the Nomination Committee.
Mr. Andy Tan has more than 7 years of experience in the transportation infrastructure engineering industry.
Mr. Andy Tan obtained a Degree of Bachelor of Environments and a Degree of Master of Engineering in the University of Melbourne, Australia in December 2016 and December 2018, respectively. Mr. Andy Tan was admitted as a graduate of The Institution of Engineers, Malaysia in January 2024 and has registered as a graduate engineer of the Board of Engineers Malaysia in the branch of civil engineering since July 2019.
Mr. Andy Tan is the son of Datuk Tan and the brother of Ms. Tan Xin Yi, both of them are our Executive Directors.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 ANNUAL GENERAL MEETING
Mr. Andy Tan has entered into a service contract with the Company for a term of three years effective from 30 May 2025 and is subject to retirement by rotation and re-election at the 2026 AGM in accordance with the Articles of Association. Pursuant to the service contract, Mr. Andy Tan is entitled to a Director’s fee of HK$300,000 per annum and a discretionary bonus to be determined by the Board at its sole discretion upon the recommendation of the Remuneration Committee provided that the aggregate amount of bonus payable to all the Directors (including Executive and Non-executive Directors) in the financial year will not exceed 15% of the audited consolidated profits of the Group attributable to Shareholders (after tax and minority interests but before extraordinary items) for that financial year. The Director’s fee payable to Mr. Andy Tan was recommended by the Remuneration Committee and subsequently confirmed by the Board with reference to his duties, responsibilities and performance and results of the Company, and shall be reviewed by the Remuneration Committee from time to time. Apart from the Director’s fee, no other emoluments were received by Mr. Andy Tan from the Group for the year ended 31 December 2025.
As at the Latest Practicable Date, Mr. Andy Tan was not interested in and did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Andy Tan (1) has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (2) does not hold any other position with the Company or other members of the Group; and (3) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there is no information of Mr. Andy Tan that is disclosable pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Andy Tan that need to be brought to the attention of the Shareholders.
(3) Ms. Tan Xin Yi
Ms. Tan Xin Yi (“Ms. Tan”), aged 29, was appointed as our Director on 30 May 2025 and was redesignated as our Executive Director on 17 June 2025. Ms. Tan is primarily responsible for overseeing all aspects of human resources within our Group, including recruitment, administration, training, compensation, benefits and employee relations. She is also a member of the Remuneration Committee.
Ms. Tan has more than 4 years of experience in the field of human resources management. She joined our Group in December 2021 as a human resources executive, where she was primarily responsible for recruitment, employee record management, benefits administration and compliance with company policies and Malaysia labour laws. She has been promoted as a human resources manager of our Group since January 2025, mainly responsible for recruitment, onboarding, employee relations, training and development.
Ms. Tan obtained an Advance Diploma of Hospitality from the William Angliss Institute, Australia in July 2016 and a Degree of Bachelor of Business Administration in International Hotel Management with Hospitality Entrepreneurs from the Les Roches Global Hospitality Education, Switzerland in January 2020.
Ms. Tan is the daughter of Datuk Tan and the sister of Mr. Andy Tan, our Executive Directors.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 ANNUAL GENERAL MEETING
Ms. Tan has entered into a service contract with the Company for a term of three years effective from 30 May 2025 and is subject to retirement by rotation and re-election at the 2026 AGM in accordance with the Articles of Association. Pursuant to the service contract, Ms. Tan is entitled to a Director’s fee of HK$300,000 per annum and a discretionary bonus to be determined by the Board at its sole discretion upon the recommendation of the Remuneration Committee provided that the aggregate amount of bonus payable to all the Directors (including executive and non-executive Directors) in the financial year will not exceed 15% of the audited consolidated profits of the Group attributable to Shareholders (after tax and minority interests but before extraordinary items) for that financial year. The Director’s fee payable to Ms. Tan was recommended by the Remuneration Committee and subsequently confirmed by the Board with reference to her duties, responsibilities and performance and results of the Company, and shall be reviewed by the Remuneration Committee from time to time. Apart from the Director’s fee, no other emoluments were received by Ms. Tan from the Group for the year ended 31 December 2025.
As at the Latest Practicable Date, Ms. Tan was not interested in and did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Ms. Tan (1) has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (2) does not hold any other position with the Company or other members of the Group; and (3) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there is no information of Ms. Tan that is disclosable pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Ms. Tan that need to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTORS
(4) Mr. Lee Tuan Meng
Mr. Lee Tuan Meng (“Mr. Lee”), aged 65, was appointed as our Independent Non-executive Director on 16 December 2025. He is the chairman of the Audit Committee and a member of both the Nomination Committee and the Remuneration Committee. He is primarily responsible for providing independent advice to the Board, advising on corporate accounting and financial matters.
Mr. Lee has more than 23 years of experience in accounting, taxation, treasury, auditing, operational strategy and project management.
Mr. Lee has been a registered accountant of the Malaysian Institute of Accountants since July 1992. He has been a Certified Public Accountant of The Malaysian Institute of Certified Public Accountants (formerly known as the Malaysian Association of Certified Public Accountants) since September 1990.
APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 ANNUAL GENERAL MEETING
Mr. Lee has entered into a letter of appointment with the Company for a term of three years effective from 16 December 2025 and is subject to retirement by rotation and re-election at the 2026 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Lee is entitled to a Director’s fee of HK$180,000 per annum which has been confirmed by the Board upon the recommendation of the Remuneration Committee with reference to his duties, responsibilities and performance and results of the Company, and shall be reviewed by the Remuneration Committee of the Company from time to time. Apart from the Director’s fee, no other emoluments were received by Mr. Lee from the Group for the year ended 31 December 2025.
As at the Latest Practicable Date, Mr. Lee was not interested in and did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Lee (1) has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (2) does not hold any other position with the Company or other members of the Group; and (3) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there is no information of Mr. Lee that is disclosable pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Lee that need to be brought to the attention of the Shareholders.
(5) Mr. Ooi Kim Chai
Mr. Ooi Kim Chai (“Mr. Ooi”), aged 68, was appointed as our Independent Non-executive Director on 16 December 2025. He is the chairman of both the Nomination Committee and the Remuneration Committee and a member of the Audit Committee. He is primarily responsible for providing independent advice to the Board, advising on corporate governance and financial matters.
Mr. Ooi has more than 30 years of experience in insurance and financial services.
Mr. Ooi graduated from National Cheng Kung University, Taiwan in June 1983 with a Degree of Bachelor of Science in Civil Engineering. In July 1986, he obtained a Diploma in Business Studies from The Institute of Commercial Management, a professional body for commercial and business development staff in the United Kingdom. He obtained a Doctoral Degree in Political Economics from the Wuhan University, PRC in December 2003 and a Post-doctoral Degree in Applied Economics from the Chinese Academy of Social Sciences, PRC in November 2009.
Mr. Ooi has entered into a letter of appointment with the Company for a term of three years effective from 16 December 2025 and is subject to retirement by rotation and re-election at the 2026 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Ooi is entitled to a Director’s fee of HK$144,000 per annum which has been confirmed by the Board upon the recommendation of the Remuneration Committee with reference to his duties, responsibilities and performance and results of the Company, and shall be reviewed by the Remuneration Committee of the Company from time to time. Apart from the Director’s fee, no other emoluments were received by Mr. Ooi from the Group for the year ended 31 December 2025.
As at the Latest Practicable Date, Mr. Ooi was not interested in and did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 ANNUAL GENERAL MEETING
Save as disclosed above, Mr. Ooi (1) has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (2) does not hold any other position with the Company or other members of the Group; and (3) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there is no information of Mr. Ooi that is disclosable pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Ooi that need to be brought to the attention of the Shareholders.
(6) Ms. Norkamaliah Binti Hashim
Ms. Norkamaliah Binti Hashim (“Ms. Hashim”), aged 54, was appointed as our Independent Non-executive Director on 16 December 2025. She is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee. She is primarily responsible for providing independent advice to our Board, advising on strategic fit, financial viability, and associated risks to support informed decision-making.
Ms. Hashim has more than 9 years of experience in property valuation and corporate governance.
Ms. Hashim obtained a Diploma in Estate Management from the Institute Teknologi Mara Malaysia in March 1997 and a Degree of Bachelor of Estate Management from the Universiti Teknologi Mara, Malaysia in November 2007.
Ms. Hashim has entered into a letter of appointment with the Company for a term of three years effective from 16 December 2025 and is subject to retirement by rotation and re-election at the 2026 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Ms. Hashim is entitled to a Director’s fee of HK$120,000 per annum which has been confirmed by the Board upon the recommendation of the Remuneration Committee with reference to her duties, responsibilities and performance and results of the Company, and shall be reviewed by the Remuneration Committee of the Company from time to time. Apart from the Director’s fee, no other emoluments were received by Ms. Hashim from the Group for the year ended 31 December 2025.
As at the Latest Practicable Date, Ms. Hashim was not interested in and did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Ms. Hashim (1) has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (2) does not hold any other position with the Company or other members of the Group; and (3) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.
Save as disclosed above, there is no information of Ms. Hashim that is disclosable pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Ms. Hashim that need to be brought to the attention of the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The following is the explanatory statement required to be sent to the Shareholders under the GEM Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Buy-back Mandate.
1. SHARE CAPITAL
The GEM Listing Rules permit companies with primary listing on the Stock Exchange to buy back their fully paid-up Shares on the Stock Exchange subject to certain restrictions.
The GEM Listing Rules provide that all proposed buy back of shares by a company with a primary listing on the Stock Exchange must be approved by its shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought back must be fully paid up.
As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 issued Shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the 2026 AGM in respect of the granting of the Share Buy-back Mandate and on the basis that no further Shares are issued or bought back before the 2026 AGM, the Directors would be authorised under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 50,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the 2026 AGM.
If the Company buy back Shares pursuant to the Share Buy-back Mandate, the Company may either (i) cancel the Shares bought-back and/or (ii) hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the Share buy-back.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS, (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; and (iii) take any other appropriate measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
The Company will ensure that the treasury shares are appropriately identified and segregated, such as giving clear written instructions to the Hong Kong branch share registrar of the Company to update the record to clearly segregate and identify those treasury shares held in CCASS.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
2. REASONS FOR SHARE BUY-BACK
The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to buy back Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such buy-back may, depending on market conditions and funding arrangements at that time, enhance the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company and the Shareholders.
3. FUNDING OF SHARE BUY-BACK
In making buy-back, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of the Cayman Islands. The Company may not purchase shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.
4. IMPACT OF SHARE BUY-BACK
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous calendar months since the listing date of 13 January 2026 on the GEM and up to and including the Latest Practicable Date were as follows:
| Year & Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2026 | | |
| January (since Listing Date of 13 January 2026) | 0.710 | 0.620 |
| February | 0.690 | 0.630 |
| March | 0.640 | 0.580 |
| April | 0.590 | 0.530 |
| May (up to the Latest Practicable Date) | 0.600 | 0.550 |
Source: The Stock Exchange
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
6. DISCLOSURE OF INTEREST BY DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
As at the Latest Practicable Date, to the best of their knowledge having made all reasonable enquiries, none of the Directors nor their close associates (as defined in the GEM Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares under the Share Buy-back Mandate if such is approved by the Shareholders.
No core connected persons (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or its subsidiaries or have undertaken not to do so, in the event that the Share Buy-back Mandate is approved by the Shareholders and exercised by the Board.
7. DIRECTORS' UNDERTAKING
The Directors have undertaken to the Company that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-back pursuant to the Buy-back Mandate in accordance with the GEM Listing Rules and applicable laws of the Cayman Islands.
The Company has confirmed that neither the explanatory statement nor the proposed share buy-back has any unusual features.
8. TAKEOVERS CODE
If as a result of a buy back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, BBSB Overseas Private Ltd (70% owned by Datuk Tan Chin Nyan and 30% owned by Datin Pan Shao Ping) is interested in 375,000,000 Shares representing approximately 75.00% of the total issued share capital of the Company. Both Datuk Tan Chin Nyan and Datin Pan Shao Ping (being the spouse of Datuk Tan Chin Nyan) are deemed to be interested in these 375,000,000 Shares. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the interest of BBSB Overseas Private Ltd, Datuk Tan Chin Nyan and Datin Pan Shao Ping will be increased to approximately 83.33% of the issued share capital of the Company. The Directors consider that such increase in shareholding will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Moreover, the Directors will not exercise the Share Buy-back Mandate to such an extent that the public holding of Shares will be reduced to below 25% of the issued share capital of the Company.
9. SHARE BUY-BACK MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).
NOTICE OF 2026 ANNUAL GENERAL MEETING
BBSB International Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8610)
NOTICE OF 2026 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of BBSB International Limited (the "Company") will be held at B-03-32, Block B Merchant Square No.1 Jalan Tropicana Selatan 1 PJU 3, 47410 Petaling Jaya Selangor, Malaysia on Tuesday, 30 June 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
As Ordinary Business
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To receive and adopt the audited consolidated financial statements and the reports of the Directors and the Auditors of the Company for the year ended 31 December 2025.
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(a) To re-elect Datuk Tan Chin Nyan as an Executive Director of the Company.
(b) To re-elect Mr. Tan Tze Tung as an Executive Director of the Company.
(c) To re-elect Ms. Tan Xin Yi as an Executive Director of the Company.
(d) To re-elect Mr. Lee Tuan Meng as an Independent Non-executive Director of the Company.
(e) To re-elect Mr. Ooi Kim Chai as an Independent Non-executive Director of the Company.
(f) To re-elect Ms. Norkamaliah Binti Hashim as an Independent Non-executive Director of the Company.
(g) To authorise the Board of Directors to fix the remuneration of Directors of the Company for the year ending 31 December 2026. -
To re-appoint BDO Limited as the Auditor of the Company and to authorise the Board of Directors to fix the remuneration of the Auditor.
NOTICE OF 2026 ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws and the requirements of the Securities and Future Commission, the Companies Act of the Cayman Islands and the Rules Governing the Listing of Securities on the GEM of the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (exclude treasury shares, if any) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
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NOTICE OF 2026 ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with (include any sale and transfer of treasury shares, out of treasury) additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
(b) the mandate in paragraph (a) above shall authorize the Directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (exclude treasury shares, if any) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
NOTICE OF 2026 ANNUAL GENERAL MEETING
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
- to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares bought-back by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (exclude treasury shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
Yours faithfully,
By order of the Board
BBSB International Limited
Tan Chin Nyan
Chairman
29 May 2026
NOTICE OF 2026 ANNUAL GENERAL MEETING
Notes:
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All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (https://bbsbholdings.com.my/) in accordance with the GEM Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Sunday, 28 June 2026) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the 2026 AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 24 June 2026.
The record date for the purpose of determining the eligibility of the Shareholders to attend, speak and vote at the 2026 AGM is Tuesday, 30 June 2026.
The Annual General Meeting will be held as scheduled when bad weather is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations. The period of close of the Register of Members and the last registration date for determination of the entitlement to attend and vote at the 2026 AGM will remain as the aforesaid period and date.
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In case of joint holders of shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
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As at the date of this notice, the Board comprises of three Executive Directors namely Datuk Tan Chin Nyan, Mr. Tan Tze Tung and Ms. Tan Xin Yi; and three Independent Non-executive Directors namely Mr. Lee Tuan Meng, Mr. Ooi Kim Chai and Ms. Norkamaliah Binti Hashim.
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