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, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in RMH Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

RMH HOLDINGS LIMITED

德斯控股有限公司

(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8437)

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF DIRECTORS;

PROPOSED RE-APPOINTMENT OF AUDITORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of the front and inside cover pages shall have the same respective meanings as those defined in the section headed “Definitions” in this circular.

This circular together with a form of proxy will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at www.rmhholdings.com.sg.

A notice convening the AGM to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 25 June 2025 at 10:00 a.m. is set out on pages 15 to 20 of this circular. Whether or not you intend to attend and/or be present and vote at the AGM, Shareholders are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof.

30 April 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD

Introduction 3
Proposed Granting of General Mandates to Issue Shares and Repurchase Shares 4
Proposed Re-election of the Directors 4
Proposed Re-appointment of the Auditors 5
Annual General Meeting 5
Voting by Poll 6
Responsibility Statement 6
Recommendation 6

APPENDIX I - EXPLANATORY STATEMENT 7

APPENDIX II - DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED 11

NOTICE OF ANNUAL GENERAL MEETING 15

ii -

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Hong Kong and by way of electronic means on Wednesday, 25 June 2025 at 10:00 a.m.

"AGM Notice"
the notice convening the AGM set out on pages 15 to 20 of this circular

"Articles"
the articles of association as amended, supplemented or otherwise modified from time to time, and "Article" shall mean an article of the Articles

"associate(s)"
has the same meaning as defined in the GEM Listing Rules

"Board"
the board of Directors

"Companies Act"
the Companies Act (As Revised) of the Cayman Islands as amended from time to time

"Company"
RMH Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM

"connected person(s)"
has the same meaning as defined in the GEM Listing Rules

"Director(s)"
director(s) of the Company

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to allot, issue and deal with Shares of the Company as set out in resolutions 5 and 7 of the AGM Notice

DEFINITIONS

"Latest Practicable Date"
24 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

"Listing Date"
13 October 2017, the date on which dealings in the Shares commenced on GEM

"Memorandum and Articles"
the memorandum and articles of association of the Company, as amended from time to time

"PRC"
the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase Shares of the Company (excluding treasury shares) as set out in resolution 6 of the AGM Notice

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company

"Shareholders"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-back as amended from time to time and approved by the Securities and Futures Commission of Hong Kong

"%"
per cent.

LETTER FROM THE BOARD

RMH HOLDINGS LIMITED

德斯控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8437)

Executive Directors:
Mr. Poon Chun Yin (Chairman)
Mr. Lee Chung Shun (Deputy Chairman)
Mr. Cui Han
Mr. Tang Ho Lun Ronald

Independent non-executive Directors:
Mr. Chau Wing Nam
Mr. Yeung Pok Man Peason
Ms. Chong Wai Shan
Ms. Chan Siu Mat

Registered office:
71 Fort Street
PO Box 500, George Town
Grand Cayman KY1-1106
Cayman Islands

Principal place of business in
Hong Kong:
Room 911, 9/F, Cosco Tower
183 Queen’s Road Central
Hong Kong

30 April 2025

To the Shareholders,

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
PROPOSED RE-APPOINTMENT OF AUDITORS;
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM, among other things, relating to (i) the proposed granting of general mandates to the Directors to issue Shares and repurchase Shares; (ii) the proposed re-election of Directors; and (iii) the proposed re-appointment of auditors of the Company. These resolutions will be proposed at the AGM and are set out in the AGM Notice as contained in this circular.

LETTER FROM THE BOARD

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

At the AGM, separate ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the aggregate number of Shares in issue (excluding treasury shares) as at the date of the passing of such resolution; (ii) to repurchase Shares which does not exceed 10% of the aggregate number of Shares in issue (excluding treasury shares) as at the date of passing of such resolution; and (iii) the general extension mandate, after the Repurchase Mandate is granted, to add the aggregate amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the aggregate number of Shares in issue (excluding treasury shares) as at the date of passing of the resolution for approving the Issue Mandate.

Based on 66,600,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the AGM, subject to the passing of the ordinary resolution for approving the Issue Mandate and the Repurchase Mandate, the Directors will be authorised to allot, issue and deal with up to a limit of 13,320,000 Shares pursuant to the Issue Mandate and repurchase 6,660,000 Shares pursuant to the Repurchase Mandate.

An explanatory statement, required by the GEM Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant proposed ordinary resolution for the grant of the Repurchase Mandate at the AGM.

The Issue Mandate, the Repurchase Mandate and the general extension mandate, if granted at the AGM, will remain in effect until 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 law or the Articles to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

PROPOSED RE-ELECTION OF THE DIRECTORS

Pursuant to the Article 83(3) and 84(1) of the Articles, Mr. Cui Han, Mr. Tang Ho Lun Ronald, Mr. Chau Wing Nam and Ms. Chan Siu Mat will retire from office as Directors at the AGM and, being eligible, offer themselves for re-election.

The Board, upon the recommendation of the nomination committee of the Board, proposed Mr. Cui Han, Mr. Tang Ho Lun Ronald, Mr. Chau Wing Nam and Ms. Chan Siu Mat, the retiring Directors, to stand for re-election as Directors at the AGM.

LETTER FROM THE BOARD

Particulars of the Directors proposed to be re-elected in the AGM are set out in Appendix II to this circular.

PROPOSED RE-APPOINTMENT OF THE AUDITORS

CL Partners CPA Limited will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint CL Partners CPA Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

ANNUAL GENERAL MEETING

The notice convening the AGM at which ordinary resolutions will be proposed, inter alia, (i) the granting of the Issue Mandate and the Repurchase Mandate; (ii) the re-election of Directors and (iii) the re-appointment of auditors of the Company are set out on pages 15 to 20 of this circular.

For determining Members' entitlement to attend and vote (where applicable) at the Meeting, the register of Members will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025 (both dates inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for exercising your voting right at the forthcoming Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 19 June 2025. Shareholders who wish to vote on any or all of the resolutions at the AGM must submit a proxy form to appoint the Chairman of the AGM as their proxy to do so on their behalf.

A form of proxy for the AGM is enclosed herewith. Whether or not you intend to attend and/or be present and vote at the AGM, Shareholders are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof.

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, the voting of the shareholders at the AGM must be taken by poll. The chairman of the AGM will therefore demand a poll for all resolutions to be put to the vote at the meeting pursuant to the Articles. An announcement on the poll vote results will be made by the Company after the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all resolutions approving such matters.

The Board is pleased to recommend the retiring Directors to be re-elected as the Directors at the AGM. In addition, the Board also recommends all Shareholders to vote in favour of re-appointing CL Partners CPA Limited as the auditors of the Company.

Yours faithfully,

For and on behalf of the Board

RMH Holdings Limited

Poon Chun Yin

Chairman and Executive Director

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The GEM Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 66,600,000 Shares and the Company did not have any treasury shares.

Subject to the passing of the relevant ordinary resolutions granting the Repurchase Shares and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 6,660,000 Shares, being 10% of the number of Shares in issue (excluding treasury shares) as at the date of the AGM. The Shares repurchased by the Company shall, subject to applicable law, be automatically cancelled upon such repurchase.

3. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the GEM Listing Rules, the Articles, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

APPENDIX I

EXPLANATORY STATEMENT

4. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles, the GEM Listing Rules, and the applicable laws of the Cayman Islands.

Under the GEM Listing Rules, a listed company may not repurchase its own shares listed on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.

The Directors consider that, if the Repurchase Mandate was to be exercised in full, there might be a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2024, being the date of its latest published audited combined financial statements. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum of association of the Company, the Articles and the applicable laws of the Cayman Islands.

6. TAKEOVER CODE CONSEQUENCE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the substantial Shareholders (as defined in the GEM Listing Rules) were:

Name	Number of shares held (Note 1)	Nature of interest	Approximate percentage of total issued Shares
			As at the Latest Practicable Date	If Repurchase Mandate is exercised in full
Dr. Loh Teck Hiong (“Dr. Loh”)	10,501,200 (L)	Interest of controlled corporation (Note 2)	15.77%	17.52%
Brisk Success Holdings Limited (“Brisk Success”)	10,501,200 (L)	Beneficial owner	15.77%	17.52%
Ms. Fung Yuen Yee	10,501,200 (L)	Interest of spouse (Note 3)	15.77%	17.52%
Mr. Li Ming Cheng	6,648,400 (L)	Interest of controlled corporation (Note 4)	9.98%	11.09%
	34,800 (L)	Beneficial owner	0.05%	0.06%
HK MZ Health Investment Management Group Limited	6,648,400 (L)	Beneficial owner	9.98%	11.09%

Notes:
1. The letter “L” denotes the person’s long position in the relevant Shares.
2. Brisk Success is legally and beneficially owned as to 70% by Dr. Loh. Accordingly, Dr. Loh is deemed to be interested in 10,501,200 Shares held by Brisk Success by virtue of Part XV of the SFO.
3. Ms. Fung Yuen Yee, being the spouse of Dr. Loh, is deemed to be interested in all the Shares in which Dr. Loh is interested pursuant to the SFO.
4. HK MZ Health Investment Management Group Limited is legally and wholly owned by Mr. Li Ming Cheng. Accordingly, Mr. Li Ming Cheng is deemed to be interested in 6,648,400 Shares held by HK MZ Health Investment Management Group Limited by virtue of Part XV of the SFO.

The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

APPENDIX I

EXPLANATORY STATEMENT

7. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on GEM or otherwise) during the year ended 31 December 2024.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates, have any present intention, in the event that the proposal on the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.

No connected persons of the Company (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, nor have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

	Share price
	Highest
HK$	Lowest
HK$
2024
May	1.820	0.700
June	0.800	0.420
July	0.440	0.240
August	0.340	0.220
September	0.400	0.260
October	0.600	0.280
November	0.380	0.260
December	0.415	0.250
2025
January	0.255	0.190
February	0.190	0.116
March	0.270	0.122
April (up to and including the Latest Practicable Date)	0.172	0.172

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles.

Mr. Cui Han (崔晗) (“Mr. Cui”), aged 44, is our executive Director.

Mr. Cui graduated from South China University of Technology of China (中國華南理工大學) with Bachelor Degree of Electronic Technology and Application (電子技術與應用學士學位) in July 2004. He has extensive experience in pharmaceutical manufacturing, pharmaceutical commercial distribution and retail, and centralized procurement of government pharmaceuticals. He also has extensive experience in equity investment, asset restructuring, and intelligent manufacturing. From June 2017 to December 2022, Mr. Cui Han served as an executive of Hydoo international Holdings Limited (currently known as Guangdong-Hong Kong Greater Bay Area Holdings Limited) (stock code: 1396). From June 2010 to October 2016, he served as assistant to the president and deputy general manager of Shenzhen Neptunus Group Company Limited. He is currently the vice president of Hong Kong Federation of Jiangxi Associations.

Mr. Cui has entered into a service agreement with the Company, pursuant to which Mr. Cui shall hold office for an initial term of three years commencing from 21 February 2023, unless terminated by either party in accordance with the terms thereof and subject to reelection in accordance with the articles of association of the Company. During the year ended 31 December 2024, Mr. Cui had received an emolument of $103,000, which was determined by the Board with the recommendation of the remuneration committee of the Board (the “Remuneration Committee”) and after taking into account the prevailing market situation and his duties and responsibilities within the Company.

Save as disclosed above, Mr. Cui (i) does not hold any other positions with any members of the Group; (ii) does not hold any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders; and (iv) does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed herein, there is no other information relating to Mr. Cui that is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters which need to be brought to the attention of the Shareholders.

11 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Tang Ho Lun Ronald (“Mr. Tang”), aged 37, is our executive Director.

Mr. Tang has obtained a bachelor degree in marketing and advertising from Curtin University, Australia.

Mr. Tang has extensive experience in marketing and business development and management. He joined Asiaray Media Group Limited (a company listed on Main Board of the Stock Exchange, stock code: 1993) in May 2011. He was promoted to the position of senior sales manager in January 2019 until he left in May 2021. He was mainly responsible for customer development and sales management using creativity to enhance the value of the company's products, and formulating the most suitable media plan & solution through data analysis enabling customers to efficiently reach their target audiences and achieve their objectives. He has been an executive director of SingAsia Holdings Limited (a company listed on GEM of the Stock Exchange, stock code: 8293) from 12 August 2021 to 16 March 2023.

Mr. Tang has entered into a service agreement with the Company for an initial term of one year, and will be subject to retirement by rotation and re-election at the general meeting in accordance with the GEM Listing Rules and the articles of association of the Company. He is entitled to a director's remuneration of HK$96,000 per annum which is determined with recommendation of the Remuneration Committee with reference to her duties, responsibilities, qualifications, experiences and the prevailing market conditions.

Save as disclosed above, Mr. Tang (i) does not hold any other positions with any members of the Group; (ii) does not hold any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders; and (iv) does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed herein, there is no other information relating to Mr. Tang that is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters which need to be brought to the attention of the Shareholders.

12 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Chau Wing Nam (周穎楠) (“Mr. Chau”), aged 38, is our independent non-executive Director, the chairman of the audit committee of the Company (the “Audit Committee”) and a member of each of the Remuneration Committee and the nomination committee of the Company (the “Nomination Committee”).

Mr. Chau has 6 years of experience in handling initial public offering projects including both the main board and GEM. In addition, he had more than 7 years of experience in providing auditing, assurance and business advisory services. Additionally, he is familiar with Hong Kong accounting standards, taxation, financial reporting, cash flow forecast and budgeting and listing rules and compliance regulations.

Mr. Chau has also been directors of several Hong Kong listed companies. He has been an independent non-executive director of E-Station Green Technology Group Co., Limited (formerly known as K Group Holdings Limited) (Stock Code: 8475) since 6 June 2022. He has been an independent non-executive director of China Health Technology Group Holding Company Limited (formerly known as China Bozza Development Holdings Limited) (Stock Code: 1069) since 14 August 2023. He was an independent non-executive director of Mobile Internet (China) Holdings Company (Stock Code: 1439) from 10 February 2023 to 14 August 2024. Mr. Chau obtained a bachelor degree in accounting & accounting technologies from Curtin University of Technology in 2010. He was admitted as a member of the Hong Kong Institute of Certified Public Accounts in 2017. He is also a member of The Association of Hong Kong Accountants.

Mr. Chau has entered into a letter of appointment with the Company for an initial term of 1 year, and will be subject to retirement by rotation and re-election at the general meeting in accordance with the Rules Governing the Listing Rules and the articles of association of the Company. During the year ended 31 December 2024, Mr. Chau had received an emolument of $13,000, which was determined by the Board having regard to the recommendations of the remuneration committee of the Company.

Save as disclosed above, Mr. Chau (i) does not hold any other positions with any members of the Group; (ii) does not hold any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders; and (iv) does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed herein, there is no other information relating to Mr. Chau that is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters which need to be brought to the attention of the Shareholders.

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Ms. Chan Siu Mat (“Ms. Chan”), aged 42, is our independent non-executive Director, a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Ms. Chan has over 18 years of experience in auditing, accounting and company secretarial fields. Ms. Chan holds a bachelor’s degree of business administration in accounting from City University of Hong Kong in 2006 and she is a member of The Hong Kong Institute of Certified Public Accountants since 2009.

Ms. Chan has been worked as a manager of Deloitte Touche Tohmatsu from September 2006 to January 2012, a finance manager, a company secretary and an authorized representative of Kong Sun Holdings Limited (a company listed on Main Board of the Stock Exchange, stock code: 295) from April 2012 to April 2014, a finance manager and a company secretary of Wen Wei (Hong Kong) Investment Group Company Limited from April 2014 to March 2018, a financial controller of Weiye Holdings Limited (“Weiye Holdings”, a company listed on Main Board of the Stock Exchange, stock code: 1570) from March 2018 to November 2022 and the chief financial officer of Weiye Holdings.

Ms. Chan has entered into a letter of appointment with the Company for an initial term of 1 year, and will be subject to retirement by rotation and re-election at the general meeting in accordance with the GEM Listing Rules and the articles of association of the Company. During the year ended 31 December 2024, Ms. Chan had received an emolument of $2,000, which was determined with recommendation of the Remuneration Committee with reference to her duties, responsibilities, qualifications, experiences and the prevailing market conditions.

Save as disclosed above, Ms. Chan (i) does not hold any other positions with any members of the Group; (ii) does not hold any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders; and (iv) does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed herein, there is no other information relating to Ms. Chan that is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters which need to be brought to the attention of the Shareholders.

NOTICE OF ANNUAL GENERAL MEETING

RMH HOLDINGS LIMITED

德斯控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8437)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of RMH Holdings Limited (the “Company”) will be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 25 June 2025 at 10:00 a.m. for the following purposes:

As ordinary business,

To receive, consider and approve the audited financial statements of the Company and the reports of the directors of the Company (the “Directors”) and auditors of the Company for the year ended 31 December 2024;
To re-elect the following retiring Directors:

(i) Mr. Cui Han as an executive Director
(ii) Mr. Tang Ho Lun Ronald as an executive Director
(iii) Mr. Chau Wing Nam as an independent non-executive Director
(iv) Ms. Chan Siu Mat as an independent non-executive Director

To authorise the board of Directors (the “Board”) to fix their respective remuneration for the year ending 31 December 2025;
To re-appoint CL Partners CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration;
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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:

“THAT:

(a) subject to paragraph (c) of this Resolution, pursuant to the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (“GEM Listing Rules”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with unissued shares of HK$0.01 each in the share capital of the Company or to resell treasury shares of the Company (if permitted under the GEM Listing Rules) and to make or grant offers, agreements and options, including bonds and warrants to subscribe for shares of the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company 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 in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for shares of the Company, shall not exceed the aggregate of:

(aa) 20 per cent. of the aggregate number of Shares of the Company in issue (excluding treasury shares) as at the date of the passing of this Resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this Resolution),

and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the date of 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 the applicable law of the Cayman Islands to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.

“Rights Issue” means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion 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, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).

NOTICE OF ANNUAL GENERAL MEETING

“THAT:

(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this Resolution) of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “Commission”) and the Stock Exchange under the Hong Kong Code on Share Buy-backs issued by the Commission for such purpose, and otherwise in accordance with the rules and regulations of the Commission, the Stock Exchange, the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

“Relevant Period” means the period from the pass 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 the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

“THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby approved to be extended by adding to the aggregate nominal amount of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.”

By Order of the Board
RMH Holdings Limited
Poon Chun Yin
Chairman and Executive Director

Hong Kong, 30 April 2025

Explanatory Notes:

(1) In relation to the proposed resolution numbered 4 above, the Board concurs with the views of the audit committee of the Company and has recommended that CL Partners CPA Limited be re-appointed as the auditors of the Company.

(2) In relation to the proposed resolutions numbered 5 and 7 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company.

(3) In relation to the proposed resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they consider appropriate for the benefit of the Company and the Members. An explanatory statement containing the information necessary to enable Members to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I of the circular.

(4) For determining Members’ entitlement to attend and vote (where applicable) at the Meeting, the register of Members will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025 (both dates inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for exercising your voting right at the forthcoming Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 19 June 2025.

(5) According to Rule 17.47(4) of the GEM Listing Rules, the voting at the meeting or its adjourned meeting will be taken by poll.

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NOTICE OF ANNUAL GENERAL MEETING

(6) (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the Meeting, the Meeting will be postponed and Members will be informed of the date, time and venue of the postponed Meeting by a supplemental notice posted on the respective websites of the Company and the Stock Exchange.

(b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled three hours or more before the appointed time of the Meeting and where conditions permit, the Meeting will be held as scheduled.

(d) After considering their own situations, Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date of this notice, the Directors are:

Executive Directors

Mr. Poon Chun Yin (Chairman), Mr. Lee Chung Shun (Deputy Chairman), Mr. Cui Han and Mr. Tang Ho Lun Ronald.

Independent non-executive Directors

Mr. Chau Wing Nam, Mr. Yeung Pok Man Peason, Ms. Chong Wai Shan and Ms. Chan Siu Mat.

This notice will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting. This notice will also be published on the Company’s website at https://www.rmhholdings.com.sg.

This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text.

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AI assistant

RMH Holdings Limited Proxy Solicitation & Information Statement 2025

51447_rns_2025-04-29_d52e23b0-6d97-4926-ba4c-1d9b9bbdea8c.pdf

RMH HOLDINGS LIMITED

德斯控股有限公司

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF DIRECTORS;

PROPOSED RE-APPOINTMENT OF AUDITORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

RMH HOLDINGS LIMITED

德斯控股有限公司

PROPOSED GRANTING OF GENERAL MANDATES

INTRODUCTION

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

PROPOSED RE-ELECTION OF THE DIRECTORS

PROPOSED RE-APPOINTMENT OF THE AUDITORS

ANNUAL GENERAL MEETING

VOTING BY POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

2. SHARE CAPITAL

3. REASONS FOR REPURCHASE

4. FUNDING AND EFFECT OF REPURCHASES

5. UNDERTAKING OF THE DIRECTORS

6. TAKEOVER CODE CONSEQUENCE

7. SHARE PURCHASED BY THE COMPANY

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

9. SHARE PRICES

Executive Directors

Independent non-executive Directors

AI assistant

RMH Holdings Limited — Proxy Solicitation & Information Statement 2025

51447_rns_2025-04-29_d52e23b0-6d97-4926-ba4c-1d9b9bbdea8c.pdf

RMH HOLDINGS LIMITED

德斯控股有限公司

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF DIRECTORS;

PROPOSED RE-APPOINTMENT OF AUDITORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

RMH HOLDINGS LIMITED

德斯控股有限公司

PROPOSED GRANTING OF GENERAL MANDATES

INTRODUCTION

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

PROPOSED RE-ELECTION OF THE DIRECTORS

PROPOSED RE-APPOINTMENT OF THE AUDITORS

ANNUAL GENERAL MEETING

VOTING BY POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

2. SHARE CAPITAL

3. REASONS FOR REPURCHASE

4. FUNDING AND EFFECT OF REPURCHASES

5. UNDERTAKING OF THE DIRECTORS

6. TAKEOVER CODE CONSEQUENCE

7. SHARE PURCHASED BY THE COMPANY

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

9. SHARE PRICES

Executive Directors

Independent non-executive Directors

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RMH Holdings Limited Proxy Solicitation & Information Statement 2025