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Platt Nera International Limited Proxy Solicitation & Information Statement 2026
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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 Platt Nera International Limited (the “Company”), 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.
Platt Nera International Limited
佰達國際控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1949)
PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES, AND NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting of the Company to be held at 170/9–10 Ocean Tower 1, 4th Floor, Soi Sukhumvit 16 (Sammit), Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand on Friday, 29 May 2026 at 1:00 p.m. (Bangkok time)/2:00 p.m. (Hong Kong time) (the “Annual General Meeting”) (or any adjournment thereof) is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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 1:00 p.m. (Bangkok time)/2:00 p.m. (Hong Kong time) on Wednesday, 27 May 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 Annual General Meeting 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://www.plattnera.com).
- For identification purposes only
30 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-election of Directors 4
- Proposed Granting of General Mandates to Issue Shares and Buy-Back Shares 5
- Annual General Meeting and Proxy Arrangement 6
- Closure of Register of Members 6
- Recommendation 6
- General Information 7
Appendix I — Details of the Directors Proposed to be Re-elected at the Annual General Meeting 8
Appendix II — Explanatory Statement on the Share Buy-back Mandate 11
Notice of Annual General Meeting 14
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 170/9–10 Ocean Tower 1, 4th Floor, Soi Sukhumvit 16 (Sammit), Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand on Friday, 29 May 2026 at 1:00 p.m. (Bangkok time)/2:00 p.m. (Hong Kong time), to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 14 to 17 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company currently in force
“Board” the board of Directors
“Company” Platt Nera International Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries from time to time
“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
“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 as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting
“Latest Practicable Date” 22 April 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
“Nomination Committee” the nomination committee of the Board
“SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time
– 1 –
DEFINITIONS
"Share(s)"
ordinary share(s) of HK$0.05 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share 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 as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting
"Shareholder(s)"
holder(s) of Share(s)
"Share Consolidation"
the consolidation of every five (5) issued and unissued then existing shares of HKD0.01 each in the share capital of the Company into one (1) consolidated share of HKD0.05 each with effective from 5 December 2025
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time
"THB"
Thai Bahts, the lawful currency of Thailand
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
Platt Nera International Limited
佰達國際控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1949)
Executive Directors:
Mr. Prapan Asvaplungprohm
Mr. Wu Shuyu
Ms. Hong Yiwen
Independent Non-executive Directors:
Mr. Yuen Kwok Kuen
Mr. Cheung Pan
Mr. Chan Chi Fai David
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Headquarters and Principal Place of Business in Thailand:
170/9–10 Ocean Tower 1, 4th Floor
Soi Sukhumvit 16 (Sammit)
Ratchadapisek Road, Klongtoey
Bangkok 10110, Thailand
Principal Place of Business in Hong Kong:
Units 407–410, Tower 2
Lippo Centre
89 Queenway
Hong Kong
30 April 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS,
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE SHARES,
AND
NOTICE OF ANNUAL GENERAL MEETING
- 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 Friday, 29 May 2026.
- For identification purposes only
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
Retirement and re-election of directors
As at the Latest Practicable Date, the Board comprises three executive Directors, namely Mr. Prapan Asvaplungprohm, Mr. Wu Shuyu and Ms. Hong Yiwen, three independent non-executive Directors, namely Mr. Yuen Kwok Kuen, Mr. Cheung Pan and Mr. Chan Chi Fai David.
In accordance with the Article 83(3) of Company's Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.
Mr. Chan Chi Fai David ("Mr. Chan") was appointed as independent non-executive Director by the Board on 3 July 2025. Mr. Wu Shuyu ("Mr. Wu") was appointed as executive Director by the Board on 9 July 2025. Based on the above, Mr. Chan and Mr. Wu shall hold office until the first annual general meeting of Shareholders after their appointment and be subject to re-election at such meeting. They will retire from the office of director and being eligible, offer themselves for re-election at the Annual General Meeting.
Pursuant to Article 84(1) of Company's Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. In this regard, Mr. Cheung Pan ("Mr. Cheung") will retire at the Annual General Meeting. Mr. Cheung, being eligible will offer him for re-election at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the 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 Mr. Chan and Mr. Cheung. The retiring Directors possess extensive experience and knowledge in their respective professional and commercial fields, enabling them to provide valuable advice on the business and development of the Group. They align with the Company's board diversity policy.
The Nomination Committee has considered Mr. Chan's extensive experience in accounting and finance, together with his professional profile and other relevant experiences, and Mr. Cheung's substantial experience in the IT industry, his working profile, and other related experience, as set out in Appendix I of this circular. Both the Nomination Committee and the Board are satisfied that Mr. Chan and Mr. Cheung possess the character, integrity and experience necessary to fulfill their roles and serve effectively as independent non-executive Directors. They bring valuable perspectives and skills that enhance the Board's diversity.
LETTER FROM THE BOARD
Additionally, the Nomination Committee assessed the independence of Mr. Chan and Mr. Cheung by reviewing their annual written confirmations of independence to the Company, in accordance with Rule 3.13 of the Listing Rules, and confirmed that they remain independent.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND BUY-BACK SHARES
At the annual general meeting of the Company held on 27 June 2025, the Directors were granted by the then Shareholders (i) a general and unconditional mandate to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing the relevant resolution; (ii) a general and unconditional mandate to buy-back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution; and (iii) to extend the general mandate mentioned in (i) above by the addition of an amount representing the aggregate number of Shares repurchased by the Company pursuant to the mandate to buyback Shares on the Stock Exchange referred to (ii) above.
The above general mandates will continue in force until (i) the conclusion of the Annual General Meeting; or (ii) the revocation or variation by ordinary resolution of the Shareholders in a general meeting, whichever occurs first. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the Annual General Meeting to approve the Issuance Mandate, the Share Buy-back Mandate and to extend the Issuance Mandate by an amount representing the aggregate number of issued Shares bought-back by the Company pursuant to the Share Buy-back Mandate to cover Shares bought-back by the Company (the "Extension Mandate"). The Directors wish to state that they have no immediate plan to allot and issue any new Shares or buy-back any Shares pursuant thereto (if granted). Please refer to resolutions numbered 4 to 6 set out in the notice of Annual General Meeting on pages 14 to 17 of this circular for details of the proposed Issuance Mandate, Share Buy-back Mandate and Extension Mandate.
As at the Latest Practicable Date, the number of issued Shares was 192,000,000 Shares. Accordingly, subject to the passing of the relevant resolutions and assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of new Shares to be issued under the Issuance Mandate is 38,400,000 Shares and the exercise of the Share Buy-back Mandate in full would enable the Company to buy-back up to 19,200,000 Shares.
An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Share Buy-back Mandate as required by the Listing Rules is set out in Appendix II to this circular.
LETTER FROM THE BOARD
4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 14 to 17 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must 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. 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 form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.plattnera.com). To be valid, the form of proxy 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 branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 1:00 p.m. (Bangkok time)/2:00 p.m. (Hong Kong time) on Wednesday, 27 May 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 Annual General Meeting if you so wish.
5. CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 26 May 2026 to Friday, 29 May 2026, both days inclusive, during the period no transfer of Shares will be effected. The record date of the Meeting will be Friday, 29 May 2026. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 22 May 2026.
6. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors, election of Director, and granting of the Share Buy-back Mandate, the Issuance Mandate and the Extension Mandate 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.
LETTER FROM THE BOARD
7. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully,
For and on behalf of the Board
Platt Nera International Limited
Prapan Asvaplungprohm
Chairman, Chief Executive Officer and Executive Director
- 7 -
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.
PROPOSED FOR RE-ELECTION
(1) MR. CHAN CHI FAI DAVID, INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Chan Chi Fai David (陳志輝) (“Mr. Chan”), aged 60, has over 20 years of experience in auditing, accounting, financial management, and company secretarial services. Mr. Chan obtained a master’s degree in business administration from the University of Manchester in 2004. In addition, Mr. Chan has been a fellow member of the Hong Kong Institute of Certified Public Accountants since 2004.
Mr. Chan had served as chief financial officer for Tenwow International Holdings Limited (Stock code: 1219), a company formerly listed in Stock Exchange of Hong Kong, between April 2019 to December 2024. Mr. Chan served as an Independent Non-executive Director of Orient Securities International Holdings Limited (Stock code: 8001), a company formerly listed in Stock Exchange of Hong Kong, between February 2025 to November 2025.
Mr. Chan has entered into a service agreement with the Company with a term of three years and continue thereafter. He is subject to retirement and re-election at the annual general meeting of Company in accordance with the Articles of Association.
Mr. Chan is entitled to a salary of HK$120,000 per annum and such amount of discretionary bonus which the Board may decide to pay. Such emoluments are determined by reference to the prevailing market rate, the Company’s remuneration policy, his duties and responsibilities with the Company and his contribution to the Company.
As at the Latest Practicable Date, Mr. Chan does not have any interests in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr. Chan did not (i) hold any directorships in any other listed companies in Hong Kong or overseas in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. Chan and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(2) MR. WU SHUYU, EXECUTIVE DIRECTOR
Mr. Wu Shuyu (吳樹昱) (“Mr. Wu”) has been appointed as an executive Director of the Company on 9 July 2025. Mr. Wu is primarily responsible for the operation management and business development of the Group.
Mr. Wu, aged 55, obtained a Master’s Degree in Economics from the People’s Friendship University of Russia in July 2022. Mr. Wu possess extensive experiences in business management and development. Mr. Wu has served as a director of Shenzhen Huachengtai Financial Services Co., Ltd. (深圳華成泰金融服務股份有限公司) since September 2015. He has also been a director of Shenzhen RuierKang Biotech Co., Ltd. (深圳瑞爾康康養科技股份有限公司) (Stock code: 839881), a company listed on National Equities Exchange and Quotations in China, since June 2016, and a director of Hainan Tiancheng Yikang Industrial Co., Ltd. (海南天成怡康實業有限責任公司) since May 2018.
Mr. Wu has entered into a service agreement with the Company with a term of one year and continue thereafter. He is subject to retirement and re-election at the annual general meeting of Company in accordance with the Articles of Association.
Mr. Wu is entitled to a salary of HK$240,000 per annum and such amount of discretionary bonus which the Board may decide to pay. Such emoluments are determined by reference to the prevailing market rate, the Company’s remuneration policy, his duties and responsibilities with the Company and his contribution to the Company.
As at the Latest Practicable Date, Mr. Wu does not have any interests in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr. Wu did not (i) hold any directorships in any other listed companies in Hong Kong or overseas in the last three years; (ii) have any other major appointments and professional qualifications; and (iii) have any relationship with any other Directors, senior management, substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. Wu and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(3) CHEUNG PAN, INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Cheung Pan (張斌先生) (“Mr. Cheung”), aged 54, was appointed as an independent non-executive Director on 17 June 2019. He is also the chairman of the Nomination Committee and a member of each of the Audit Committee and the Remuneration Committee. Mr. Cheung is primarily responsible for participating in meetings of the Board to bring an independent judgement to bear on issues of strategy, performance, accountability, resources, key appointments and standards of conduct and transactions which are material to the Group.
Mr. Cheung has over 30 years of experience in the IT industry with banks and IT consulting firms, such as UBS AG, The Chase Manhattan Bank (now known as JPMorgan Chase Bank) and Icon Medialab Asia Limited. He is currently employed as a director at LAB Partners Limited, a company that provides IT consulting services. He is responsible for managing the onshore and offshore development centers setup.
Mr. Cheung graduated from University of Wisconsin-Madison in the United States with a bachelor’s degree of science in May 1994. Mr. Cheung has entered into a letter of appointment with the Company for a term of three years and continue thereafter. He is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Existing Articles of Association.
Mr. Cheung is entitled to a salary of HK$120,000 per annum and such amount of discretionary bonus which the Board may decide to pay. Such emoluments are determined by reference to the prevailing market rate, the Company’s remuneration policy, his duties and responsibilities with the Company and his contribution to the Company.
As at the Latest Practicable Date, Mr. Cheung does not have any interests in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr. Cheung did not (i) hold any directorships in any other listed companies in Hong Kong or overseas in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. Cheung and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.
APPENDIX II
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 192,000,000 Shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 192,000,000 Shares, the Directors would be authorised under the Share Buy-back Mandate to buy back during the period in which the Share Buyback Mandate remains in force, a total of 19,200,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.
- 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.
Shares 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 buy-back will benefit the Company and the Shareholders.
- FUNDING OF SHARE BUY-BACK
The Company may only apply funds legally available for share buy-back in accordance with the Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.
- 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 financial statements 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 Buyback 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.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share (adjusted after the Share Consolidation with effect from 5 December 2025) at which Shares have traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2025 | ||
| April | 0.385 | 0.330 |
| May | 0.395 | 0.350 |
| June | 0.360 | 0.330 |
| July | 0.725 | 0.345 |
| August | 1.625 | 0.650 |
| September | 1.275 | 0.900 |
| October | 1.025 | 0.172 |
| November | 0.905 | 0.685 |
| December | 0.855 | 0.730 |
| 2026 | ||
| January | 0.870 | 0.630 |
| February | 0.840 | 0.680 |
| March | 0.830 | 0.690 |
| April (up to the Latest Practicable Date) | 0.820 | 0.740 |
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.
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 have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
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 and 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Pynk held 20,400,000 Shares, representing 10.63% of the issued share capital of the Company. Pynk is a company incorporated in the British Virgin Islands with limited liability, which is owned as to 98% and 2% equity interest of Pynk by Mr. Prapan Asvaplungprohm and Ms. Aranga Talomsin, respectively. In the event that the Share Buy-back Mandate is exercised in full, the shareholding interest of Pynk would be increased to approximately 11.81% of the issued share capital of the Company. Such increase would not give rise to any general offer obligation under the Takeovers Code. Nevertheless, the Directors have no present intention to exercise the Share Buy-back Mandate and will not effect repurchases to such an extent which will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25% as required by the Listing Rules.
As at the Latest Practicable Date, the Directors are not aware of any consequence which the exercise in full of the Share Buy-back Mandate would have under the Takeovers Code.
8. 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 ANNUAL GENERAL MEETING
Platt Nera International Limited
佰達國際控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1949)
Notice is hereby given that the Annual General Meeting (the “Meeting”) of Platt Nera International Limited (the “Company”) will be held at 170/9–10 Ocean Tower 1, 4th Floor, Soi Sukhumvit 16 (Sammit), Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand on Friday, 29 May 2026 at 1:00 p.m. (Bangkok time)/2:00 p.m. (Hong Kong time) (or any adjournment thereof) for the following purposes:
ORDINARY RESOLUTIONS
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2025.
- (a) To re-elect Mr. Chan Chi Fai David as a Director of the Company;
(b) To re-elect Mr. Wu Shuyu as a Director of the Company;
(c) To re-elect Mr. Cheung Pan as a Director of the Company; and
(d) To authorise the board of Directors (the “Board”) to fix the Directors’ remunerations. - To re-appoint ZSZH (HK) Fuson CPA Limited as auditors of the Company and to authorise the board of Directors of the Company to fix their remuneration.
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 buy-back its shares in accordance with all applicable laws, rules and regulations;
NOTICE OF ANNUAL GENERAL MEETING
(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 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
(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; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 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 articles of association of the Company,
NOTICE OF ANNUAL GENERAL MEETING
shall not exceed 20% of the total number of issued shares of the Company 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
(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; 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 recognized regulatory body or any stock exchange).
- 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 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).”
On Behalf of the Board
Platt Nera International Limited
Prapan Asvaplungprohm
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 30 April 2026
- For identification purposes only
NOTICE OF 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 (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The results of the poll will be published on the websites of the Stock Exchange 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 convened by this notice is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his/her behalf. If more than one proxy is so appointed, the number of shares in respect of which each such proxy is so appointed must be specified in the relevant form of proxy.
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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 branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 48 hours before the time appointed for the Meeting (i.e. not later than 1:00 p.m. (Bangkok time)/2:00 p.m. (Hong Kong time) on Wednesday, 27 May 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 Tuesday, 26 May 2026 to Friday, 29 May 2026, both days inclusive, during which period no transfer of shares will be registered. The record date of the Meeting will be Friday, 29 May 2026. In order to be eligible to attend and vote at the Meeting, 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 and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 22 May 2026.
As at the date of this notice, the Board comprises Mr. Prapan Asvaplungprohm, Mr. Wu Shuyu and Ms. Hong Yiwen as executive Directors, and Mr. Yuen Kwok Kuen, Mr. Cheung Pan and Mr. Chan Chi Fai David as independent non-executive Directors.
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