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IFBH Limited Proxy Solicitation & Information Statement 2026
51004_rns_2026-03-27_c13650d3-9909-4c95-aa99-a58c4306a272.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 IFBH Limited, you should at once hand this circular, together with the enclosed 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.
IFBH Limited
(Incorporated in the Republic of Singapore with limited liability)
Company registration number: 202407593W
(Stock Code: 6603)
(1) PROPOSED RE-ELECTION OF DIRECTORS;
(2) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(3) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(4) PROPOSED GRANT OF GENERAL MANDATE TO OFFER AND GRANT AWARDS AND TO ALLOT AND ISSUE SHARES PURSUANT TO THE AWARDS GRANTED UNDER THE POST-IPO SHARE INCENTIVE SCHEME;
(5) PROPOSED AMENDMENTS TO THE CONSTITUTION; AND
(6) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of IFBH Limited to be held at Straits Room, The Fullerton Hotel, 1 Fullerton Square, Singapore 049178 and by means of electronic facilities on Wednesday, 29 April 2026 at 3:00 p.m., is set out in this circular.
Whether or not you are able to attend the Annual General Meeting in person physically or online, please complete and sign the proxy form for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m., on Monday, 27 April 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 (whether physically or by means of electronic facilities) at the Annual General Meeting if they so wish.
This circular together with the proxy form are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.iffamily.com).
27 March 2026
CONTENTS
Page
Guidance for the Annual General Meeting ii
Definitions 1
Letter from the Board
1. Introduction 3
2. Proposed Re-election of Directors 4
3. Proposed Grant of General Mandate to Issue Shares 4
4. Proposed Grant of General Mandate to Repurchase Shares 5
5. Proposed Grant of General Mandate to offer and grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme 5
6. Proposed Amendments to the Constitution 6
7. Annual General Meeting and Proxy Arrangement 7
8. Recommendation 7
Appendix I — Details of the Directors Proposed to be Re-elected at the Annual General Meeting 8
Appendix II — Explanatory Statement on the Issuance Mandate 12
Appendix III — Explanatory Statement on the Share Buy-back Mandate 13
Appendix IV — Proposed Grant of General Mandate to Offer and Grant Awards and to Allot and Issue Shares Pursuant to the Awards Granted Under the Post-IPO Share Incentive Scheme 20
Appendix V — Proposed Amendments to the Constitution 21
Notice of Annual General Meeting 22
- i -
GUIDANCE FOR THE ANNUAL GENERAL MEETING
The Company will hold an Annual General Meeting at 3:00 p.m., on Wednesday, 29 April 2026 by way of a hybrid meeting. Shareholders have the option of attending the physical Annual General Meeting in person at Straits Room, The Fullerton Hotel, 1 Fullerton Square, Singapore 049178 or attending the Annual General Meeting online.
Shareholders who wish to attend the Annual General Meeting online can log in the electronic facilities from any location with access to the internet via smartphone, tablet device or computer. Through the electronic facilities, Shareholders will be able to view the live video broadcast and participate in voting and submit questions online.
Login Details for Registered Shareholders
Relevant information, including login details, to access the electronic facilities is included in a separate notification letter sent by the Company's Hong Kong share registrar, Tricor Investor Services Limited, to each registered Shareholder who may access the electronic facilities.
Where there are joint registered holders of any Share(s), only ONE PAIR of login username and password is provided to the joint holders. Any one of such joint holders may attend or vote via the electronic facilities in respect of such Share(s) as if he/she were solely entitled thereto.
Login Details for Non-Registered Shareholders
If you are a non-registered Shareholder who wishes to attend the Annual General Meeting online via the electronic facilities, you should contact your banks, brokers, custodians, nominees or HKSCC Nominees Limited for any necessary arrangement.
e-Voting
Shareholders attending the Annual General Meeting online should cast their votes on all resolutions online via the electronic facilities during the Annual General Meeting. The Annual General Meeting shall be conducted by way of a vote.
Submitting Questions
Shareholders attending the Annual General Meeting online via the electronic facilities may submit questions relevant to the proposed resolutions online during the Annual General Meeting.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
Appointment of Proxy
The form of proxy for use at the Annual General Meeting has been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.iffamily.com). If you wish to appoint a proxy to attend the Annual General Meeting, you must complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the Annual General Meeting (i.e. before 3:00 p.m., on Monday, 27 April 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person or online at the Annual General Meeting should you so wish.
In case a Shareholder wishes to appoint a proxy to attend the Annual General Meeting online, he/she must provide a valid email address of his/her proxy (except when the chairman of the Annual General Meeting is appointed) for the proxy to receive the login details to participate online via the electronic facilities.
Enquiry
In case you have any enquiries on the arrangements of the Annual General Meeting set out above, please contact the Company's Hong Kong share registrar, Tricor Investor Services Limited, via email [email protected] or by phone at (852) 2980 1333 from 9:00 a.m. to 6:00 p.m. (Monday to Friday, excluding Hong Kong public holidays).
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at Straits Room, The Fullerton Hotel, 1 Fullerton Square, Singapore 049178 and by means of electronic facilities on Wednesday, 29 April 2026, at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 22 to 29 of this circular, or any adjournment thereof
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System
"Company"
IFBH Limited, a company incorporated under the Companies Act on 27 February 2024, the Shares of which are listed on the Stock Exchange
"Companies Act"
Companies Act 1967 of Singapore
"Constitution"
the constitution of the Company as amended, modified or supplemented from time to time
"Director(s)"
the director(s) of the Company
"General Beverage"
General Beverage Co., Ltd., a limited liability company incorporated under the laws of Thailand on 19 September 2011, being one of the Company's controlling shareholders
"Group", "we", "us" or "our"
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
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DEFINITIONS
"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting
"Latest Practicable Date"
20 March 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"SFO"
Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong
"Share(s)"
the share(s) in the capital of the Company
"Share Buy-back Mandate"
a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting
"Shareholder(s)"
holder(s) of Share(s)
"Singapore Take-over Code"
The Singapore Code on Take-overs and Mergers, as may be amended or modified from time to time
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time
"Treasury shares"
has the meaning ascribed to it in the Listing Rules;
"%"
per cent
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LETTER FROM THE BOARD
IFBH Limited
(Incorporated in the Republic of Singapore with limited liability)
Company registration number: 202407593W
(Stock Code: 6603)
Executive Directors:
Mr. Pongsakorn Pongsak
Ms. Metaphon Pornanektana
Ms. Vipada Kanchanasorn
Registered Office and Headquarter:
6 Battery Road
03-01 Six Battery Road
Singapore 049909
Non-executive Director:
Mr. Tawat Kitkungvan
Principal Place of Business
in Hong Kong:
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Independent Non-executive Directors:
Mr. Thavee Thaveesangsakulthai
Ms. Songvilai Jiraphothong
Ms. Pathamakorn Buranasin
Ms. Supansa Kusonpattana Piriyaporn
27 March 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED RE-ELECTION OF DIRECTORS;
(2) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(3) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(4) PROPOSED GRANT OF GENERAL MANDATE TO OFFER AND GRANT AWARDS AND TO ALLOT AND ISSUE SHARES PURSUANT TO THE AWARDS GRANTED UNDER THE POST-IPO SHARE INCENTIVE SCHEME;
(5) PROPOSED AMENDMENTS TO THE CONSTITUTION; AND
(6) NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 29 April 2026 relating to, among others, (a) the proposed re-election of Directors, (b) the proposed grant to the Directors of general mandate to issue new Shares,
LETTER FROM THE BOARD
(c) the proposed grant of general mandate to repurchase Shares, (d) the proposed grant of general mandate to offer and grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme, and (e) the proposed amendments to the Constitution.
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with code provision B.2.2 of Corporate Governance Code as set out in Appendix C1 to the Listing Rules and Regulation 100 of the Company's Constitution, every director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.
In accordance with Regulation 101 of the existing Constitution, Mr. Pongsakorn Pongsak, Mr. Tawat Kitkungvan and Ms. Supansa Kusonpattana Piriyaporn, who are the longest in office since their last re-election or appointment, shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
The Nomination Committee has reviewed the structure, size, and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills, knowledge 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 the Company's corporate strategy, and the independence of all Independent Non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
At the extraordinary general meeting of the Company held on 17 June 2025, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 52,955,600 Shares on the basis that 264,778,000 existing Shares in issue (excluding 1,888,800 treasury Shares) as at the Latest Practicable Date and assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the Annual General Meeting). An ordinary resolution to expand the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.
An explanatory statement to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Issuance Mandate is set out in Appendix II to this circular.
LETTER FROM THE BOARD
The Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages 22 to 29 of this circular.
4. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES
At the extraordinary general meeting of the Company held on 17 June 2025, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting (i.e. a total of 26,477,800 Shares on the basis that 264,778,000 existing Shares in issue (excluding 1,888,800 treasury Shares) as at the Latest Practicable Date and assuming that no further Shares are or repurchased after the Latest Practicable Date and before the Annual General Meeting).
An explanatory statement required by the Listing Rules to provide the Shareholders with 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 III to this circular.
The Share Buy-back Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 22 to 29 of this circular.
5. PROPOSED GRANT OF GENERAL MANDATE TO OFFER AND GRANT AWARDS AND TO ALLOT AND ISSUE SHARES PURSUANT TO THE AWARDS GRANTED UNDER THE POST-IPO SHARE INCENTIVE SCHEME
The Company had on 17 June 2025 adopted the Post-IPO Share Incentive Scheme. In order to give the Company the flexibility to offer and grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of authority to the Directors to offer and grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme. The total number of Shares to be issued in respect of all awards to be granted under the Post-IPO Share Incentive Scheme and any other share schemes or plans of the Company shall not exceed 10% of the total number of issued Shares (excluding treasury shares) in the capital of the Company as at the date on which the Shares are listed on the Stock Exchange. "Award" means an award of any options or restricted share units as determined by the Board or its delegate(s) and granted to an eligible participant pursuant to the Post-IPO Share Incentive Scheme.
An explanatory statement to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of this mandate is set out in Appendix IV to this circular.
LETTER FROM THE BOARD
This mandate will continue in force until the earliest of (I) the conclusion of the next annual general meeting of the Company, (II) the end of the period within which the Company is required by the Constitution of the Company or any applicable laws to hold its next annual general meeting, and (III) the date on which the mandate is varied or revoked by an ordinary resolution of the shareholders of the Company in general meeting.
6. PROPOSED AMENDMENTS TO THE CONSTITUTION
Currently, the Company's Constitution requires the Company to hold its annual general meeting within four (4) months after the immediate preceding financial year and all general meetings shall be held in Singapore.
In view that the Shares are listed on the Stock Exchange, the Listing Rules allows the Company to hold its annual general meeting within six (6) months after the immediate preceding financial year. There is also no requirement under the Listing Rules for notice in writing of any annual general meeting, or any other general meeting at which it is proposed to pass a special resolution, to be given to the daily press. Hence, the Board has proposed to make the following amendments to the current Constitution of the Company:
(i) To allow the Company to hold its annual general meeting within a period of not more than six (6) months after the immediate preceding financial year;
(ii) To remove the restriction for general meetings of the Company to be held in Singapore;
(iii) To remove the requirement for at least twenty-one (21) clear days' notice in writing of any annual general meeting, or any other general meeting at which it is proposed to pass a special resolution, to be given by advertisement in the daily press;
(iv) To include a regulation expressly allows general meetings of the Company to be held and/or conducted, whether wholly or partly, by electronic means; and
(v) To include a regulation expressly allows for electronic voting on each motion tabled at general meetings of the Company.
Details of the proposed amendments to the Constitution are set out in Appendix V to this circular. A special resolution will be proposed at the Annual General Meeting to approve the proposed amendments.
The legal advisers to the Company as to Hong Kong laws have confirmed that the proposed amendments to the Constitution conform with the applicable requirements under the Listing Rules. The legal advisers to the Company as to the laws of Singapore have confirmed that the proposed amendments to the Constitution do not violate the applicable laws of Singapore. In addition, the Company has confirmed that there is nothing unusual in the proposed amendments to the Constitution for a company listed on the Stock Exchange.
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LETTER FROM THE BOARD
7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 22 to 29 of this circular.
Pursuant to Rule 13.39(4) of the Listing Rules and the Constitution, any vote of Shareholders at a general meeting 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. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A proxy form for use at the Annual General Meeting is enclosed with this circular and such proxy form is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.iffamily.com). To be valid, the proxy form must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's Hong Kong share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m., on Monday, 27 April 2026) or the adjourned meeting (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish.
8. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors, grant of the Issuance Mandate, grant of the Share Buy-back Mandate, grant of authority to Directors to grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme, and amendments to the Constitution are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Pongsakorn Pongsak
Executive director and chief executive officer
APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) Mr. Pongsakorn Pongsak
Mr. Pongsakorn Pongsak, aged 46, our founder, was appointed as a Director on 27 February 2024 and an executive Director and chief executive officer on 1 April 2024. Mr. Pongsak is responsible for the overall operation and management of the Group. Mr. Pongsak has served as the executive director and chief executive officer both of Innovative Food and Beverage Pte. Ltd. and Innovative Food and Beverage (Thailand) Co., Ltd. since December 2022 and January 2023, respectively.
Mr. Pongsak has over 10 years of experience in the food and beverage product distribution industry. Mr. Pongsak started his career as a marketing manager and the assistant to the managing director at Suwan Spinning and Weaving Co., Ltd. from January 2004 to January 2007. After that, he successively served as the sales and marketing director and the managing director at Suwan Nakornchaisri Agriculture Co., Ltd. from February 2007 to May 2024. Since May 2024, he served as the non-executive director of Suwan Nakornchaisri Agriculture Co., Ltd. During the same period, Mr. Pongsak founded General Beverage in October 2011 and served as the executive director and chief executive officer of General Beverage from October 2011 to April 2024, and since April 2024, he has served as the non-executive director of General Beverage and has not participated in daily management of General Beverage.
Mr. Pongsak obtained a bachelor's degree in business administration from the University of Wisconsin-Whitewater in the U.S. in August 2003 and a master's degree in business administration from the New York Institute of Technology in the U.S. in March 2010.
Mr. Pongsak entered into a letter of appointment with the Company on 17 June 2025, and the appointment, subject to re-nomination and re-election when appropriate by the Company in general meeting, will continue unless it is terminated earlier by the Director or by the Company giving each other three months' written notice in advance. Pursuant to the letter of appointment, Mr. Pongsak is not subject to any director's fees as an executive Director. The remuneration of Mr. Pongsak is determined with reference to, among other things, the remuneration paid by relevant companies in the same industry and his roles and responsibilities within the Group.
As at the Latest Practicable Date, Mr. Pongsak had or was deemed to have interests in 174,690,000 Shares or underlying Shares within the meaning of Part XV of the SFO. 160,000,000 Shares were held by General Beverage. General Beverage was owned by Mr. Pongsak as to 56% and by 63 Holding Co., Ltd. as to 35%. 63 Holding Co., Ltd. was in turn owned by Mr. Pongsak as to 99.99%. Accordingly, Mr. Pongsak held an aggregate of 91% interest in General Beverage. As such, by virtue of the SFO, Mr. Pongsak is deemed to be interested in the Shares held by General Beverage. 14,690,000 Shares were held by Mr. Pongsak as beneficial owner.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Mr. Pongsak (i) does not hold other positions in the Group, (ii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, there is no information which is disclosable, nor is/was Mr. Pongsak involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Pongsak that need to be brought to the attention of the Shareholders.
(2) Mr. Tawat Kitkungvan
Mr. Tawat Kitkungvan, aged 43, was appointed as a non-executive Director on 1 April 2024. Mr. Kitkungvan is responsible for providing advice on the major decisions of the Group. Mr. Kitkungvan joined the Group on 1 April 2024.
Mr. Kitkungvan has currently served as a managing director at Hatton Equity Partners (Thailand) Co., Ltd. since September 2016 and as a managing director at 10 Bridge Co., Ltd. since August 2022. He has also served as a non-executive director at JSP Pharmaceutical Manufacturing (Thailand) Public Company Limited (a company listed on the Stock Exchange of Thailand, stock code: JSP) since March 2020.
Mr. Kitkungvan obtained a bachelor's degree in engineering from Chulalongkorn University in Thailand in May 2005, a Master of Science degree in management and a Master of Science degree in risk management from Imperial College London in the United Kingdom in November 2006 and November 2007, respectively. Mr. Kitkungvan has also completed the director certification programme of the Thai Institute of Directors Association in December 2018.
Mr. Kitkungvan entered into a letter of appointment with the Company on 17 June 2025, and the appointment, subject to re-nomination and re-election when appropriate by the Company in general meeting, will continue unless it is terminated earlier by the Director or by the Company giving each other three months' written notice in advance. Pursuant to the letter of appointment, Mr. Kitkungvan is entitled to receive a fee as director, being SGD40,000 per annum. The remuneration of Mr. Kitkungvan is determined with reference to, among other things, the remuneration paid by relevant companies in the same industry and his roles and responsibilities within the Group.
As at the Latest Practicable Date, Mr. Kitkungvan had or was deemed to have interests in 2,976,200 Shares or underlying Shares within the meaning of Part XV of the SFO. Mr. Kitkungvan held 100% equity interest in 10BIF Limited. As such, by virtue of the SFO, Mr. Tawat Kitkungvan is deemed to be interested in the Shares held by 10BIF Limited.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Mr. Kitkungvan (i) does not hold other positions in the Group, (ii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, there is no information which is disclosable, nor is/was Mr. Kitkungvan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Kitkungvan that need to be brought to the attention of the Shareholders.
(3) Ms. Supansa Kusonpattana Piriyaporn
Ms. Supansa Kusonpattana Piriyaporn (former name: Supansa Kusonpattana), aged 47, was appointed as an independent director of the Company on 27 February 2024 and was re-designated as the independent non-executive Director on 3 April 2025. Ms. Piriyaporn also served as a Singapore resident director of Innovative Food and Beverage Pte. Ltd. since March 2024 and did not hold any executive or managerial role in Innovative Food and Beverage Pte. Ltd.
Ms. Piriyaporn started her career as a loan recovery officer at Bangkok Bank Public Company Limited from February 2002 to December 2004. After that, she served as an investigator at the Office of the Ombudsman Thailand from January 2005 to April 2008, as a Thai language instructor at AGAPE School of Education Pte. Ltd. from November 2009 to December 2009, as a Thai language instructor at the Faculty of Arts and Social Science of the National University of Singapore from August 2010 to December 2010. Ms. Piriyaporn was on a career break between December 2010 to December 2023. In January 2024, Ms. Piriyaporn re-joined the Faculty of Arts and Social Science of the National University of Singapore in her previous role as a Thai language instructor.
Ms. Piriyaporn obtained a bachelor's degree and a master's degree in law from Chulalongkorn University in Thailand in May 2000 and May 2004, respectively.
Ms. Piriyaporn entered into a letter of appointment with the Company on 17 June 2025, and the appointment, subject to re-nomination and re-election when appropriate by the Company in general meeting, will continue unless it is terminated earlier by the Director or by the Company giving each other three months' written notice in advance. Pursuant to the letter of appointment, Ms. Piriyaporn is entitled to receive a fee as director, being SGD20,000 per annum. The remuneration of Ms. Piriyaporn is determined with reference to, among other things, the remuneration paid by relevant companies in the same industry and his roles and responsibilities within the Group.
As at the Latest Practicable Date, Ms. Piriyaporn did not have or was not deemed to have interests in Shares or underlying Shares 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 ANNUAL GENERAL MEETING
Save as disclosed above, Ms. Piriyaporn (i) does not hold other positions in the Group, (ii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (iii) has not held any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, there is no information which is disclosable, nor is/was Ms. Piriyaporn involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Piriyaporn that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE ISSUANCE MANDATE
The authority granted to the Directors to issue new Shares in the Company will lapse at the conclusion of this Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 52,955,600 Shares on the basis that 264,778,000 existing Shares in issue (excluding 1,888,800 treasury Shares) as at the Latest Practicable Date and assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the Annual General Meeting).
The Issuance Mandate if passed, will empower the Directors of the Company to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total twenty per cent. (20%) of the total number of issued shares (excluding treasury shares and subsidiary holdings (if any)) in the capital of the Company.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 264,778,000 Shares (excluding 1,888,800 treasury Shares).
Subject to the passing of the ordinary resolution set out in item 8 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorised under the Share Buy-back Mandate to repurchase, during the period in which the Share Buy-back Mandate remains in force, a total of 26,477,800 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting (excluding treasury shares).
Under the Listing Rules, if the Company purchases any Shares pursuant to the Share buy-back Mandate, the Company will either cancel the purchased Shares and/or hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any purchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the Issuance Mandate and made in accordance with the Listing Rules and applicable laws and regulations of Singapore.
For any treasury shares 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 treasury shares were registered in the Company's own name. 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 and (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 or cancel them, in each case before the record date for the dividends or distributions.
- 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.
Share buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
3. FUNDING OF SHARE BUY-BACK
The Company may only apply funds legally available for share buy-back in accordance with its Constitution, the Listing Rules, the laws of Singapore and/or any other applicable laws, as the case may be.
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 the period from 30 June 2025 (the date of listing of the Shares on the Stock Exchange) up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| June 2025 | 46.500 | 38.000 |
| July 2025 | 48.800 | 35.000 |
| August 2025 | 40.720 | 30.000 |
| September 2025 | 40.260 | 29.100 |
| October 2025 | 29.480 | 22.300 |
| November 2025 | 23.700 | 16.880 |
| December 2025 | 17.260 | 14.250 |
| January 2026 | 21.560 | 15.050 |
| February 2026 | 17.970 | 13.120 |
| March 2026 (up to the Latest Practicable Date) | 15.770 | 10.300 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Singapore.
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
7. 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.
To the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Buy-back Mandate.
8. SINGAPORE TAKE-OVER CODE
Appendix 2 of the Singapore Take-over Code contains the Share Buy-Back Guidance Note. The take-over implications arising from any purchase or acquisition by the Company of its Shares are set out below.
2.10.1 Obligation to make a Take-over Offer
If, as a result of any purchase or acquisition by the Company of its Shares, the proportionate interest in the voting capital of the Company of a Shareholder and persons acting in concert with him increases, such increase will be treated as an acquisition of Shares for the purposes of Rule 14 of the Singapore Take-over Code. Consequently, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate effective control of the Company and become obliged to make an offer under Rule 14 of the Singapore Take-over Code.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
2.10.2 Persons acting in concert
Under the Singapore Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate effective control of that company.
Unless the contrary is established, the Singapore Take-over Code presumes, inter alia, the following individuals and companies to be persons acting in concert with each other:
(a) a company with its parent company, its subsidiaries, its fellow subsidiaries, any associated companies of the foregoing companies, any company whose associated companies include any of the foregoing companies, and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing companies for the purchase of voting rights. For this purpose, a company is an associated company of another company if the second company owns or controls at least 20.0% but not more than 50.0% of the voting rights of the first-mentioned company;
(b) a company with any of its directors, together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts;
(c) a company with any of its pension funds and employee share schemes;
(d) a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, but only in respect of the investment account which such person manages;
(e) a financial or other professional adviser, including a stockbroker, with its client in respect of the shareholdings of the adviser and persons controlling, controlled by or under the same control as the adviser;
(f) directors of a company, together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts, which is subject to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent;
(g) partners; and
(h) an individual, his close relatives, his related trusts, any person who is accustomed to act according to his instructions, companies controlled by any of the foregoing persons, and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing persons for the purchase of voting rights.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The circumstances under which Shareholders, including Directors and persons acting in concert with them respectively, will incur an obligation to make a take-over offer under Rule 14 of the Singapore Take-over Code after a purchase or acquisition of Shares by the Company are set out in Appendix 2 of the Singapore Take-over Code.
2.10.3 Effect of Rule 14 and Appendix 2 of the Singapore Take-over Code
In general terms, the effect of Rule 14 and Appendix 2 of the Singapore Take-over Code is that, unless exempted, Directors and persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Directors and persons acting in concert with them would increase to 30% or more, or in the event that such Directors and persons acting in concert with them hold between 30% and 50% of the Company's voting rights, if the voting rights of such Directors and persons acting in concert with them would increase by more than 1% in any period of six (6) months. In calculating the percentages of voting rights of such Directors and persons acting in concert with them, treasury shares and subsidiary holdings shall be excluded.
Under Appendix 2 of the Singapore Take-over Code, a Shareholder not acting in concert with the Directors will not be required to make a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder would increase to 30% or more, or, if such Shareholder holds between 30% and 50% of the Company's voting rights, the voting rights of such Shareholder would increase by more than 1% in any period of six (6) months. Such Shareholder need not abstain from voting in respect of the ordinary resolution authorising the Share Buyback Mandate, unless so required under the Companies Act.
Shareholders are advised to consult their professional advisers and/or the SIC at the earliest opportunity as to whether an obligation on them to make a mandatory take-over offer would arise by reason of any purchases or acquisitions of Shares by the Company.
2.10.4 Conditional Exemption from having to make a Take-over Offer
Under Appendix 2 of the Singapore Take-over Code, Directors and persons acting in concert with him, will be exempted from the requirement to make a general offer under Rule 14 of the Singapore Take-over Code, subject to the following conditions:
(a) the circular to shareholders on the resolution to authorise a share buy-back to contain advice to the effect that by voting for such resolution, shareholders are waiving their rights to a general offer at the required price from directors and persons acting in concert with him who, as a result of the company buying back its shares, would increase their voting rights to 30% or more, or, if they together hold between 30%
APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
and 50% of the company's voting rights, would increase their voting rights by more than 1% in any period of six (6) months; and the names of such directors and persons acting in concert with him, their voting rights at the time of the resolution and after the proposed share buy-back to be disclosed in the same circular;
(b) the resolution to authorise a share buy-back to be approved by a majority of those shareholders present and voting at the meeting on a poll who could not become obliged to make an offer as a result of the share buy-back;
(c) directors and/or persons acting in concert with him, to abstain from voting for and/or recommending shareholders to vote in favour of the resolution to authorise the share buy-back;
(d) within seven (7) days after the passing of the resolution to authorise a share buy-back, each of the directors to submit to the SIC a duly signed form as prescribed by the SIC;
(e) directors and/or persons acting in concert with him, not to have acquired and not to acquire any shares between the date on which they know that the announcement of the share buy-back proposal is imminent and the earlier of (i) the date on which the authority of the share buy-back expires, and (ii) the date on which the company announces it has bought back such number of shares as authorised by shareholders at the latest general meeting or it has decided to cease buying back its shares, as the case may be, if such acquisitions, taken together with the share buy-back, would cause their aggregate voting rights to increase to 30% or more; and
(f) directors and/or persons acting in concert with him, together holding between 30% and 50% of the company's voting rights, not to have acquired and not to acquire any shares between the date on which they know that the announcement of the share buy-back proposal is imminent and the earlier of (i) the date on which the authority of the share buy-back expires, and (ii) the date on which the company announces it has bought back such number of shares as authorised by shareholders at the latest general meeting or it has decided to cease buying back its shares, as the case may be, if such acquisitions, taken together with the share buy-back, would cause their aggregate voting rights to increase by more than 1% in the preceding six (6) months.
It follows that where the aggregate voting rights held by a director and persons acting in concert with him increase by more than 1% solely as a result of the share buy-back and none of them has acquired any shares during the relevant period defined above, then such director and/or persons acting in concert with him would be eligible for an exemption from the requirement to make a general offer under Rule 14, or where already exempted, would continue to be exempted.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
2.10.5 Take-over obligations of Directors and Substantial Shareholders of the Company
Based on the interests of the Directors and substantial shareholders as at the Latest Practicable Date as recorded in the Register of Director’s Shareholdings and the Register of Substantial Shareholders, none of the Directors or substantial shareholders would become obliged to make a take-over offer for the Company under Rule 14 of the Singapore Take-over Code as a result of the purchase or acquisition by the Company of the maximum amount of 10% of its issued Shares (excluding treasury shares) as at the Latest Practicable Date.
The statements in this Appendix do not purport to be a comprehensive or exhaustive description of all implications that may arise under the Singapore Take-over Code. Shareholders who are in doubt as to their obligations, if any, to make a mandatory takeover offer under the Singapore Take-over Code as a result of any purchase or acquisition of Shares by the Company should consult the SIC and/or their professional advisers at the earliest opportunity.
9. SHARE BUY-BACK MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company has repurchased a total of 1,888,800 Shares of the Company off the market and the details are set out below.
| Date of Buy-back | No. of Shares | Price Per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 12 January 2026 | 154,000 | 16.82 | 16.40 |
| 13 January 2026 | 154,000 | 17.10 | 16.76 |
| 14 January 2026 | 96,600 | 17.30 | 17.06 |
| 15 January 2026 | 211,400 | 17.25 | 16.85 |
| 16 January 2026 | 154,000 | 17.24 | 16.97 |
| 19 January 2026 | 154,000 | 17.89 | 16.75 |
| 20 January 2026 | 600 | 17.72 | 17.72 |
| 21 January 2026 | 154,000 | 18.59 | 17.70 |
| 22 January 2026 | 145,000 | 18.70 | 17.50 |
| 23 January 2026 | 154,000 | 19.10 | 18.25 |
| 27 January 2026 | 74,400 | 13.53 | 13.19 |
| 5 March 2026 | 90,200 | 12.77 | 11.50 |
| 6 March 2026 | 96,600 | 11.69 | 11.17 |
| 9 March 2026 | 50,000 | 11.40 | 10.69 |
| 11 March 2026 | 100,000 | 11.79 | 11.67 |
| 12 March 2026 | 50,000 | 12.02 | 11.69 |
| 13 March 2026 | 50,000 | 11.68 | 11.30 |
APPENDIX IV
PROPOSED GRANT OF GENERAL MANDATE TO OFFER AND GRANT AWARDS AND TO ALLOT AND ISSUE SHARES PURSUANT TO THE AWARDS GRANTED UNDER THE POST-IPO SHARE INCENTIVE SCHEME
The Company had adopted the Post-IPO Share Incentive Scheme. In order to give the Company the flexibility to offer and grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of authority to the Directors to offer and grant awards and to allot and issue Shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme. The total number of Shares to be issued in respect of all awards to be granted under the Post-IPO Share Incentive Scheme and any other share schemes or plans of the Company shall not exceed 10% of the total number of issued Shares (excluding treasury shares) in the capital of the Company as at the date on which the Shares are listed on the Stock Exchange.
This mandate will continue in force until the earliest of (I) the conclusion of the next annual general meeting of the Company, (II) the end of the period within which the Company is required by the Constitution of the Company or any applicable laws to hold its next annual general meeting, and (III) the date on which the mandate is varied or revoked by an ordinary resolution of the shareholders of the Company in general meeting.
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APPENDIX V
PROPOSED AMENDMENTS TO THE CONSTITUTION
Details of the proposed amendments to the Constitution are set out as follows:
(a) Regulation 57(1) be deleted and substituting therefor with the following new Regulation:
"Subject to the provisions of the Act, the Company shall in each year hold a general meeting in addition to any other meetings in that year to be called the Annual General Meeting, and such Annual General Meeting shall be held within a period of not more than six (6) months after the immediate preceding financial year so long as the shares of the Company are listed on the Exchange.";
(b) The expression "The time and place of any meeting shall be determined by the convenors of the meeting." at the end of Regulation 57(2) be deleted;
(c) The expression "All general meetings shall be held in Singapore for so long as the Company is listed on the Exchange and unless prohibited by the law." at the beginning of Regulation 57(3) be deleted and substituting therefor with the following new expression:
"Any general meetings of the Company shall be held at such time and at such place, in any jurisdiction, as the Directors may determine.";
(d) The expression "and at least twenty-one (21) clear days' notice of every such meeting shall be given by advertisement in the daily press and in writing to the Exchange and any other stock exchange on which the Company is listed (to the extent applicable)" be deleted from the first sentence of Regulation 59(A)(1);
(e) Regulation 59(B)(1) be deleted and substituting therefor with the following new Regulation:
"Every notice calling a general meeting shall specify (i) the place, (ii) the day and hour of the general meeting, (iii) if the general meeting is to be convened, held and/or conducted, whether wholly or partly, by Electronic Means, the notice shall include a statement to that effect and with details of the electronic means communication facilities for attendance and participation by Electronic Means at the meeting or where such details will be made available by the Company prior to the meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.";
(f) The expression "and/or from one (1) form to another (including, without limitation, general meeting to be convened, held and/or conducted, whether wholly or partly, by Electronic Means)" be inserted after the expression "from place to place" on line 3 of Regulation 65;
(g) The expression "For the avoidance of doubt, where a general meeting is convened by Electronic Means, whether wholly or partly, members shall be allowed to cast votes electronically." be inserted at the end of Regulation 66; and
(h) The expression "or electronically" be inserted after the word "tickets" on line 2 of Regulation 67.
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NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
IFBH Limited
(Incorporated in the Republic of Singapore with limited liability)
Company registration number: 202407593W
(Stock Code: 6603)
Notice is hereby given that the Annual General Meeting of IFBH Limited (the "Company") will be held at Straits Room, The Fullerton Hotel, 1 Fullerton Square, Singapore 049178 and by means of electronic facilities on Wednesday, 29 April 2026 at 3:00 p.m., for the purpose of transacting the following businesses:
ORDINARY BUSINESS
-
To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended 31 December 2025 and the Directors' Statement and the Auditor's Report thereon. (Resolution 1)
-
To declare a final tax exempt (one-tier) dividend of US$0.026 per share in respect of the financial year ended 31 December 2025. (Resolution 2)
-
To approve and ratify the payment of Directors' fees of US$88,341 (S$113,750) for the financial year ended 31 December 2025. (Resolution 3)
-
To approve Directors' fees of S$210,000 for the financial year ending 31 December 2026, payable quarterly in advance (31 December 2025: S$113,750). (Resolution 4)
-
To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
(a) to re-elect Mr. Pongsakorn Pongsak, retiring by rotation pursuant to Regulation 100 of the Company's Constitution and who, being eligible, offer himself for re-election as an executive director of the Company; (Resolution 5)
(b) to re-elect Mr. Tawat Kitkungvan, retiring by rotation pursuant to Regulation 100 of the Company's Constitution and who, being eligible, offer himself for re-election as a non-executive director of the Company; and (Resolution 6)
NOTICE OF ANNUAL GENERAL MEETING
(c) to re-elect Ms. Supansa Kusonpattana Piriyaporn, retiring by rotation pursuant to Regulation 100 of the Company's Constitution and who, being eligible, offer herself for re-election as an independent non-executive director of the Company. (Resolution 7)
- To re-appoint Ernst & Young LLP as auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 8)
SPECIAL BUSINESS
- To consider and, if thought fit, to pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) pursuant to Section 161 of the Singapore Companies Act and subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with 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 during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) 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 constitution of the Company,
shall not exceed $20\%$ of the total number of issued shares of the Company (excluding treasury shares) 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); and
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NOTICE OF ANNUAL GENERAL MEETING
(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 constitution of the Company or any applicable laws to be held; and
(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 recognised regulatory body or any stock exchange)." (Resolution 9)
- To consider and, if thought fit, to pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to compliance with the prevailing requirements of the Listing Rules on Stock Exchange, Singapore Companies Act and all applicable laws and 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 repurchase its shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) 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); and
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NOTICE OF ANNUAL GENERAL MEETING
(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 constitution of the Company or any applicable laws to be held; and
(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." (Resolution 10)
- To consider and, if thought fit, to pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 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 repurchased by the Company pursuant to the mandate referred to in resolution set out in item 8 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) 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)." (Resolution 11)
- To consider and, if thought fit, to pass, with or without amendments, the following resolution as an ordinary resolution:
"THAT authority be and is hereby given to the Directors to:
(a) offer and grant options and restricted share units (the "Awards") in accordance with the provisions of the Post-IPO Share Incentive Scheme (the "Scheme"); and
(b) allot and issue from time to time such number of ordinary shares in the capital of the Company as may be required to be issued in respect of the Awards granted under the Scheme,"
NOTICE OF ANNUAL GENERAL MEETING
PROVIDED THAT the total number of ordinary shares to be issued in respect of all Awards to be granted the Scheme and any other share schemes or plans of the Company shall not exceed 10% of the total number of issued shares (excluding treasury shares) in the capital of the Company as at the date on which the Shares are listed on the Stock Exchange." (Resolution 12)
- To consider and, if thought fit, to pass, with or without amendments, the following resolution as a special resolution:
"THAT the Constitution of the Company be altered as follows:
(a) Regulation 57(1) be deleted and substituting therefor with the following new Regulation:
"Subject to the provisions of the Act, the Company shall in each year hold a general meeting in addition to any other meetings in that year to be called the Annual General Meeting, and such Annual General Meeting shall be held within a period of not more than six (6) months after the immediate preceding financial year so long as the shares of the Company are listed on the Exchange.";
(b) The expression "The time and place of any meeting shall be determined by the convenors of the meeting." at the end of Regulation 57(2) be deleted;
(c) The expression "All general meetings shall be held in Singapore for so long as the Company is listed on the Exchange and unless prohibited by the law." at the beginning of Regulation 57(3) be deleted and substituting therefor with the following new expression:
"Any general meetings of the Company shall be held at such time and at such place, in any jurisdiction, as the Directors may determine.";
(d) The expression "and at least twenty-one (21) clear days' notice of every such meeting shall be given by advertisement in the daily press and in writing to the Exchange and any other stock exchange on which the Company is listed (to the extent applicable)" be deleted from the first sentence of Regulation 59(A)(1);
(e) Regulation 59(B)(1) be deleted and substituting therefor with the following new Regulation:
"Every notice calling a general meeting shall specify (i) the place, (ii) the day and hour of the general meeting, (iii) if the general meeting is to be convened, held and/or conducted, whether wholly or partly, by Electronic Means, the notice shall include a statement to that effect and with details of the electronic means communication facilities for attendance and participation by Electronic Means at the meeting or
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NOTICE OF ANNUAL GENERAL MEETING
where such details will be made available by the Company prior to the meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.";
(f) The expression "and/or from one (1) form to another (including, without limitation, general meeting to be convened, held and/or conducted, whether wholly or partly, by Electronic Means)" be inserted after the expression "from place to place" on line 3 of Regulation 65;
(g) The expression "For the avoidance of doubt, where a general meeting is convened by Electronic Means, whether wholly or partly, members shall be allowed to cast votes electronically." be inserted at the end of Regulation 66; and
(h) The expression "or electronically" be inserted after the word "tickets" on line 2 of Regulation 67." (Resolution 13)
By Order of the Board
IFBH Limited
Pongsakorn Pongsak
Executive director and chief executive officer
Hong Kong, 27 March 2026
Notes:
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The Annual General Meeting ("AGM") is being convened, and will be held at Straits Room, The Fullerton Hotel, 1 Fullerton Square, Singapore 049178 ("Physical Meeting") and by means of electronic facilities ("Virtual Meeting") on Wednesday, 29 April 2026 at 3:00 p.m.. Shareholders and (where applicable) duly appointed proxies and representatives will be able to ask questions and vote at the AGM by attending the Physical Meeting in person or by participating in the Virtual Meeting by means of electronic facilities.
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The 2025 Annual Report and the circular dated 27 March 2026 (the "Circular") have been published and may be accessed at the website of Hong Kong Exchanges and Clearing Limited at the URL www.hkexnews.hk and the Company's website at the URL www.iffamily.com.
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Arrangements relating to:
(a) in-person attendance at the AGM by shareholders and (where applicable) duly appointed proxies and representatives (including arrangements by which they are to register in person for the Physical Meeting);
(b) attendance at the AGM by shareholders and (where applicable) duly appointed proxies and representatives by means of electronic facilities; and
(c) voting at the AGM (i) by shareholders or their duly appointed proxy(ies) (other than the Chairman of the Meeting) or representative(s); or (ii) by shareholders appointing the Chairman of the Meeting as proxy to vote on their behalf at the AGM,
are set out in the Circular, which may be accessed at the website of Hong Kong Exchanges and Clearing Limited at the URL www.hkexnews.hk and the Company's website at the URL www.iffamily.com.
NOTICE OF ANNUAL GENERAL MEETING
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All resolutions at the meeting will 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) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and 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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A member can appoint the Chairman of the AGM as his/her/its proxy, but this is not mandatory. Where a member (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman of the AGM as proxy for the resolution will be treated as invalid.
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Where there are joint holders of any shares of the Company, any one of such persons may vote at the meeting either personally or by proxy (whether physically or by means of electronic facilities), or in the case of a corporation by a representative as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy (whether physically or by means of electronic facilities), that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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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 certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the meeting (i.e. not later than 3:00 p.m., on Monday, 27 April 2026) or the adjourned meeting (as the case may be). Completion and return 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 Friday, 24 April 2026 to Wednesday, 29 April 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date for ascertaining entitlement to attend and vote and the meeting shall be Wednesday, 29 April 2026. In order to be eligible to attend and vote at the 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 Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 23 April 2026.
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The Board has recommended the payment of a final dividend of US$0.026 per share for the year ended 31 December 2025 to shareholders whose names appear on the register of members of the Company on Thursday, 7 May 2026, subject to the approval of the shareholders of the Company at the AGM.
The record date for the proposed final dividend will be Thursday, 7 May 2026. The Company's register of members will be closed from Wednesday, 6 May 2026 to Thursday, 7 May 2026 (both days inclusive) in order to determine entitlements to the proposed final dividend, during which period no transfer of shares will be registered. In order to be eligible for the proposed final dividend, 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 Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 5 May 2026. Subject to approval of shareholders of the Company at the AGM, dividend warrants will be despatched to shareholders of the Company on or around Wednesday, 20 May 2026.
As at the date of this notice, the Board of Directors comprises: (i) Mr. Pongsakorn Pongsak, Ms. Metaphon Pornanektana and Ms. Vipada Kanchanasorn as executive directors; (ii) Mr. Tawat Kitkungvan as non-executive director; and (iii) Mr. Thavee Thaveesangsakulthai, Ms. Songvilai Jiraphothong, Ms. Pathamakorn Buranasin and Ms. Supansa Kusonpattana Piriyaporn as independent non-executive directors.
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NOTICE OF ANNUAL GENERAL MEETING
Personal Data Privacy
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, (iii) agrees to provide the Company with written evidence of such prior consent upon reasonable request, and (iv) agrees to indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.
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