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GLOBAL
OFFERING
(Incorporated in the Republic of Singapore with limited liability)
Stock Code: 6603
IFBH Limited
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IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain independent
professional advice.
IFBH Limited
(Incorporated in the Republic of Singapore with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 41,666,800 Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 4,166,800 Shares (including 148,200 Employee
Reserved Shares,
subject to reallocation)
Number of International Offer Shares : 37,500,000 Shares (subject to reallocation and
the Over-allotment Option)
Maximum Offer Price : HK$27.80 per Share plus brokerage of 1.0%,
SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015% (payable in full
on application in Hong Kong dollars and
subject to refund)
Stock Code : 6603
Sole Sponsor, Sponsor-Overall Coordinator, Sole Overall Coordinator,
Sole Global Coordinator, Sole Bookrunner and Joint Lead Manager
Joint Lead Manager
Financial Adviser to the Company
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the
contents of this Prospectus, 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 Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in “Appendix V — Documents Delivered to the Registrar of Companies in Hong Kong and Available on
Display”, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this
Prospectus or any other documents referred to above.
The Offer Price is expected to be determined by agreement between the Sole Overall Coordinator (for itself and on behalf of the Underwriters), and the Company on the Price
Determination Date, which is expected to be on or before Thursday, June 26, 2025 (Hong Kong time) and, in any event, not later than 12:00 noon on Thursday, June 26, 2025 (Hong
Kong time). The Offer Price will not be more than HK$27.80 per Offer Share and is currently expected to be not less than HK$25.30 per Offer Share, unless otherwise announced. If,
for any reason, the Offer Price is not agreed by 12:00 noon on Thursday, June 26, 2025 (Hong Kong time) between the Sole Overall Coordinator (for itself and on behalf of the
Underwriters) and the Company, the Global Offering will not proceed and will lapse.
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$27.80 for each Hong Kong Offer
Share together with a brokerage fee of 1.0%, an SFC transaction levy of 0.0027%, a Stock Exchange trading fee of 0.00565% and an AFRC transaction levy of 0.00015%, subject to
refund if the Offer Price as finally determined is less than HK$27.80.
The Sole Overall Coordinator, on behalf of the Underwriters, may, where considered appropriate and with the Company’s consent, reduce the number of Offer Shares being
offeredundertheGlobalOfferingand/ortheindicativeOfferPricerangebelowthatstatedinthisProspectus(whichisHK$25.30toHK$27.80)atanytimepriortothemorning
of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Offer Shares being offered under the
Global Offering and/or the indicative Offer Price range will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and on the website of the
Company at www.iffamily.com as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging
applications under the Hong Kong Public Offering. See “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” sections for further details.
Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are
subject to termination by Sole Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See
“Underwriting” section for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or
transferred within the United States or to, or for the account or benefit of US persons (as defined in Regulation S), except in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered only outside the United States in offshore transactions in reliance on
Regulation S.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the public in relation
to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at http://www.hkexnews.hk and our website at www.iffamily.com. If you require a printed copy
of this prospectus, you may download and print from the website addresses above.
IMPORTANT
June 20, 2025


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this prospectus to the public in
relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing
Information” section, and our website at www.iffamily.com. If you require a
printed copy of this prospectus, you may download and print from the website
addresses above.
To apply for the Hong Kong Offer Shares, you may use one of the following
application channels:
Application
Channel Platform Target Investors Application Time
HK eIPO Pink
Form service
www.hkeipo.hk Eligible Employees who apply for
Employee Reserved Shares under the
Employee Preferential Offering only
From 9:00 a.m. on Friday, June 20, 2025
to 4:00 p.m. on Tuesday, June 24,
2025, Hong Kong time.
The latest time for completing full
payment of application monies will
be 12:00 noon on Wednesday, June
25, 2025, Hong Kong time.
HK eIPO White
Form service
www.hkeipo.hk
Investors who would like to receive a
physical Share certificate. Hong
Kong Offer Shares successfully
applied for will be allotted and
issued in your own name.
From 9:00 a.m. on Friday, June 20, 2025
to 11:30 a.m. on Wednesday, June 25,
2025, Hong Kong time.
The latest time for completing full
payment of application monies will
be 12:00 noon on Wednesday, June
25, 2025, Hong Kong time.
HKSCC EIPO
channel
Your broker or
custodian who is a
HKSCC Participant
will submit an EIPO
application on your
behalf through
HKSCC’s FINI system
in accordance with
your instruction.
Investors who would not like to
receive a physical Share certificate.
Hong Kong Offer Shares successfully
applied for will be allotted and
issued in the name of HKSCC
Nominees, deposited directly into
CCASS and credited to your
designated HKSCC Participant’s
stock account.
Contact your broker or custodian for
the earliest and latest time for giving
such instructions, as this may vary
by broker or custodian.
We will not provide any physical channels to accept any application for the
Hong Kong Offer Shares by the public. The contents of the electronic version of this
prospectus are identical to the printed document as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance.
If you are an intermediary,
 broker or agent, please remind your customers,
clients or principals, as applicable, that this prospectus is available online at the
website addresses above.
Please refer to the section headed “How to Apply for Hong Kong Offer
Shares”
in this prospectus for further details of the procedures through which you
can apply for the Hong Kong Offer Shares electronically.
IMPORTANT
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Your application through the HKeIPO Pink Form service must be for a
minimum of 200 Hong Kong Offer Shares and in one of the numbers set out in the
table below. If you are an Eligible Employee and applying through the HK eIPO
Pink Form service, you may refer to the table below for the amount payable for the
number of Shares you have selected. You must pay the respective maximum amount
payable on application in full upon application for Employee Reserved Shares.
IFBH Limited
(HK$27.80 per Offer Share)
NUMBER OF SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 5,616.07 3,000 84,241.09 16,000 449,285.81 100,000 2,808,036.30
400 11,232.15 4,000 112,321.45 18,000 505,446.53 110,000 3,088,839.94
600 16,848.22 5,000 140,401.81 20,000 561,607.25 120,000 3,369,643.55
800 22,464.29 6,000 168,482.17 30,000 842,410.89 130,000 3,650,447.19
1,000 28,080.36 7,000 196,562.53 40,000 1,123,214.52 148,200
(1) 4,161,509.80
1,200 33,696.43 8,000 224,642.90 50,000 1,404,018.16
1,400 39,312.51 9,000 252,723.28 60,000 1,684,821.78
1,600 44,928.58 10,000 280,803.64 70,000 1,965,625.41
1,800 50,544.66 12,000 336,964.36 80,000 2,246,429.05
2,000 56,160.72 14,000 393,125.08 90,000 2,527,232.66
Notes:
(1) Maximum number of Employee Reserved Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange
trading fee and AFRC transaction levy. If your application is successful, brokerage will be
paid to the Exchange Participants (as defined in the Listing Rules) or to the HKeIPOPink
Form Service Provider (for applications made through the application channel of the HK
eIPO Pink Form service) while the SFC transaction levy, the Stock Exchange trading fee
and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC,
respectively.
No application for any other number of Employee Reserved Shares will be
considered and any such application is liable to be rejected.
IMPORTANT
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If you are applying through the HK eIPO White Form service or the HKSCC
EIPO channel, your application must be for a minimum of 200 Hong Kong Offer
Shares and in one of the numbers set out in the table below. You must pay the
respective maximum amount payable on application in full upon application for
Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel, you
are required to prefund your application based on the amount specified by your
broker or custodian, as determined based on the applicable laws and regulations in
Hong Kong.
IFBH Limited
(HK$27.80 per Offer Share)
NUMBER OF SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 5,616.07 5,000 140,401.81 80,000 2,246,429.05 1,200,000 33,696,435.60
400 11,232.15 6,000 168,482.17 90,000 2,527,232.66 1,400,000 39,312,508.20
600 16,848.22 7,000 196,562.53 100,000 2,808,036.30 1,600,000 44,928,580.80
800 22,464.29 8,000 224,642.90 200,000 5,616,072.60 1,800,000 50,544,653.40
1,000 28,080.36 9,000 252,723.28 300,000 8,424,108.90 2,009,200
(1) 56,419,065.34
1,200 33,696.43 10,000 280,803.64 400,000 11,232,145.20
1,400 39,312.51 20,000 561,607.25 500,000 14,040,181.50
1,600 44,928.58 30,000 842,410.89 600,000 16,848,217.80
1,800 50,544.66 40,000 1,123,214.52 700,000 19,656,254.10
2,000 56,160.72 50,000 1,404,018.16 800,000 22,464,290.40
3,000 84,241.09 60,000 1,684,821.78 900,000 25,272,326.70
4,000 112,321.45 70,000 1,965,625.41 1,000,000 28,080,363.00
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is
approximately 50% of the Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange
trading fee and AFRC transaction levy. If your application is successful, brokerage will be
paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO
White Form Service Provider (for applications made through the application channel of
the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange
trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and
the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be
considered and any such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the websites of the
Hong Kong Stock Exchange at http://www.hkexnews.hk and our Company at
www.iffamily.com .
Hong Kong Public Offering commences ....................... 9:00 a.m. on Friday,
June 20, 2025
Latest time for completing electronic applications
under the HK eIPO Pink Form service
through the designated website at www.hkeipo.hk .......... 4:00 p.m. on Tuesday,
June 24, 2025
Latest time for completing electronic applications under the
HK eIPO White Form service through the designated
website at www.hkeipo.hk (2) .........................1 1:30 a.m. on Wednesday,
June 25, 2025
Application lists open (3) ..............................1 1:45 a.m. on Wednesday,
June 25, 2025
Latest time for (a) completing payment of
HK eIPO White Form applications by
effecting internet banking transfer(s) or
PPS payment transfer(s) and (b) giving
electronic application instructions to HKSCC
(4) ......... 12:00 noon on Wednesday,
June 25, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to give
electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong
Offer Shares on your behalf, you are advised to contact your broker or custodian for the
latest time for giving such instructions which may be different from the latest time as
stated above.
Application lists close (3) .............................. 12:00 noon on Wednesday,
June 25, 2025
Expected Price Determination Date (5) .....................o no r before 12:00 noon,
Thursday, June 26, 2025
Announcement of the final Offer Price, the level of
indications of interest in the International Offering,
the level of applications in the Hong Kong Public
Offering and the Employee Preferential Offering,
and the basis of allocation of the Hong Kong Offer Shares
and the Employee Reserved Shares to be published on the
website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our Company’s website
at www.iffamily.com .................................o no r before 11:00 p.m.
on Friday, June 27, 2025
EXPECTED TIMETABLE (1)
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Announcement of results of allocations in
the Hong Kong Public Offering (with successful
applicants’ identification document numbers,
where appropriate) and Employee Preferential Offering
to be available through a variety of
channels, including:
• in the announcement to be posted on our website
and the website of the Hong Kong Stock Exchange at
www.iffamily.com and www.hkexnews.hk
respectively (9) ...............................o no r before 11:00 p.m.
on Friday, June 27, 2025
• from “Allotment Results” page in the
designated results of allocations website
at www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result with a “search by ID”
function from .................................1 1:00 p.m. on Friday,
June 27, 2025 to
12:00 midnight on Thursday,
July 3, 2025
• from the allocation results telephone
enquiry line by calling +852 3691 8488
between 9:00 a.m. and 6:00 p.m. from ........... Monday, June 30, 2025 to
Friday, July 4, 2025
(excluding Saturday, Sunday and
public holidays in Hong Kong)
Share certificates in respect of wholly or
partially successful applications to be
dispatched or deposited into CCASS on or before
(7)(9)(10) ....... Friday, June 27, 2025
HK eIPO White Form and HK eIPO Pink Form e-Auto
Refund payment instructions/refund checks in respect
of wholly or partially successful applications if the final
Offer Price per Offer Share is less than the maximum
Offer Price per Offer Share initially paid on application
(if applicable) or wholly or partially unsuccessful
applications to be dispatched on or before
(8)(9)(11) ...........M o n d a y , June 30, 2025
Dealings in Shares on the Hong Kong Stock Exchange
expected to commence at 9:00 a.m. on ....................M o n d a y , June 30, 2025
EXPECTED TIMETABLE (1)
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Notes:
(1) All dates and times refer to Hong Kong dates and times, except as otherwise stated.
(2) You will not be permitted to submit your application under the HKeIPOWhiteForm service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number from the
designated website prior to 11:30 a.m., you will be permitted to continue the application process (by
completing payment of the application monies) until 12:00 noon on the last day for submitting
applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or
Extreme Conditions, collectively (“ Bad Weather Signals”) in force in Hong Kong at any time between
9:00 a. m. and 12:00 noon on Wednesday, June 25, 2025, the application lists will not open or close on that
day. See “How to Apply for Hong Kong Offer Shares — E. Bad Weather Arrangements”.
(4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to
HKSCC via HKSCC EIPO channel or instructing your broker or custodian to apply on your behalf via
HKSCC EIPO channel should refer to “How to Apply for Hong Kong Offer Shares — A. Application for
Hong Kong Offer Shares — 2. Application Channels.”
(5) The Price Determination Date is expected to be on or around Thursday, June 26, 2025 and, in any event,
not later than 12:00 noon on Thursday, June 26, 2025. If, for any reason, we do not agree with the Sole
Overall Coordinator (for itself and on behalf of the Underwriters) on the pricing of the Offer Shares on or
before 12:00 noon on Thursday, June 26, 2025, the Global Offering will not proceed and will lapse. We
expect to announce the pricing of the Offer Shares on or around the Price Determination Date.
(6) None of the website set out in this section or any of the information contained thereon forms part of this
prospectus.
(7) The Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is
expected to be Monday, June 30, 2025, provided that the Global Offering has become unconditional and
the right of termination described in the section headed “Underwriting — Underwriting Arrangements
and Expenses — Hong Kong Public Offering — Grounds for Termination” has not been exercised.
Investors who trade Shares on the basis of publicly available allocation details or prior to the receipt of
Share certificates or the Share certificates becoming valid evidence of title do so entirely at their own risk.
(8) e-Auto Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or
partially successful applications in the event that the final Offer Price is less than the price payable per
Offer Share on application. Part of the applicant’s identification document number, or, if the application
is made by joint applicants, part of the identification document number of the first-named applicant,
provided by the applicant(s) may be printed on the refund check, if any. Such data would also be
transferred to a third party for refund purposes. Banks may require verification of an applicant’s
identification document number before encashment of the refund check. Inaccurate completion of an
applicant’s identification document number may invalidate or delay encashment of the refund checks.
(9) Applicants who have applied through the HKeIPOWhiteForm service for 1,000,000 or more Hong Kong
Offer Shares may collect Share certificates in person from our Hong Kong Share Registrar, Tricor Investor
Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong from 9:00 a.m. to 1:00
p.m. on Monday, June 30, 2025 or such other date as notified by us as the date of dispatch/collection of
Share certificates/e-Auto Refund payment instructions/refund checks. Applicants being individuals
who are eligible for personal collection may not authorize any other person to collect on their behalf. If
you are a corporate applicant which is eligible for personal collection, your authorized representative
must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both
individuals and authorized representatives must produce evidence of identity acceptable to our Hong
Kong Share Registrar at the time of collection.
(10) Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer
to the section headed “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of Share
Certificates and Refund of Application Monies” for details.
EXPECTED TIMETABLE (1)
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(11) Applicants who have applied through the HK eIPO White Form service and paid their applications
monies through single bank accounts may have refund monies (if any) dispatched to the bank account in
the form of e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO
White Form service and paid their application monies through multiple bank accounts may have refund
monies (if any) dispatched to the address as specified in their application instructions in the form of
refund checks in favor of the applicant (or, in the case of joint applications, the first-named applicant) by
ordinary post at their own risk.
(12) Share certificates and/or refund checks for applicants who have applied for less than 1,000,000 Hong
Kong Offer Shares and any uncollected Share certificates will be dispatched by ordinary post, at the
applicants’ risk, to the addresses specified in the relevant applications.
(13) Further information is set out in the section “How to Apply for Hong Kong Offer Shares — D. Dispatch/
Collection of Share Certificates and Refund of Application Monies”.
For details of the structure of the Global Offering, including its conditions, and the
procedures for applications for Hong Kong Offer Shares, see “Structure of the Global
Offering” and “How to Apply for Hong Kong Offer Shares”, respectively.
If the Global Offering does not become unconditional or is terminated in accordance
with its terms, the Global Offering will not proceed. In such a case, we will make an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO POTENTIAL INVESTORS
This Prospectus is issued by the Company solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by
this document pursuant to the Hong Kong Public Offering. This Prospectus may not be used
for the purpose of making, and does not constitute, an offer or invitation in any other
jurisdiction or in any other circumstances. No action has been taken to permit a public offering
of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and no action has
been taken to permit the distribution of this Prospectus in any jurisdiction other than Hong
Kong. The distribution of this Prospectus for purposes of a public offering and the offering and
sale of the Hong Kong Offer Shares in other jurisdictions are subject to restrictions and may
not be made except as permitted under the applicable securities laws of such jurisdictions
pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
Y ou should rely only on the information contained in this Prospectus to make your
investment decision. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this Prospectus. We have not
authorized anyone to provide you with information that is different from what is contained in
this Prospectus. Any information or representation not contained nor made in this Prospectus
must not be relied on by you as having been authorized by the Company, the Sole Sponsor, Sole
Sponsor-Overall Coordinator, Sole Overall Coordinator, Sole Global Coordinator, Sole
Bookrunner, Joint Lead Managers, any of the Underwriters, any of their respective directors,
officers, employees, agents or representatives of any of them or any other parties involved in
the Global Offering.
Page
Expected Timetable ................................................. i v
Contents .......................................................... viii
Summary ......................................................... 1
Definitions ........................................................ 2 7
Glossary of Technical Terms .......................................... 3 8
Forward-Looking Statements ......................................... 3 9
Risk Factors ....................................................... 4 1
Waivers from Strict Compliance with the Listing Rules and Exemptions from the
Companies (WUMP) Ordinance ...................................... 6 9
Information about this Prospectus and the Global Offering ................. 7 8
CONTENTS
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Directors and Parties Involved in the Global Offering ..................... 8 2
Corporate Information ............................................... 8 5
Industry Overview .................................................. 8 7
Regulatory Overview and Taxation ..................................... 1 1 2
History, Reorganisation and Corporate Structure ......................... 1 4 0
Business .......................................................... 1 7 1
Relationship with the Controlling Shareholders .......................... 2 3 8
Connected Transactions .............................................. 2 4 8
Directors and Senior Management ..................................... 2 5 8
Substantial Shareholders ............................................. 2 7 0
Share Capital ...................................................... 2 7 1
Financial Information ............................................... 2 7 3
Cornerstone Investors ................................................ 3 0 8
Future Plans and Use of Proceeds ...................................... 3 1 8
Underwriting ...................................................... 3 2 3
Structure of the Global Offering ....................................... 3 3 6
How to Apply for Hong Kong Offer Shares .............................. 3 4 9
Appendix I — Accountant’s Report ................................ I - 1
Appendix II — Unaudited Pro Forma Financial Information ............. II-1
Appendix III — Summary of the Constitution of the Company and
Singapore Company Law .......................... III-1
Appendix IV — Statutory and General Information .................... I V - 1
Appendix V — Documents Delivered to the Registrar of Companies in
Hong Kong and Available on Display ................ V - 1
CONTENTS
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This summary is intended to provide you with an overview of the information contained
in this prospectus. As it is a summary, it does not contain all the information that may be
important to you. Y ou should read the whole prospectus before you decide whether to invest in
the Offer Shares. Some of the particular risks of investing in the Offer Shares are set out in
“Risk Factors” and you should read that section carefully before you decide to invest in the
Offer Shares.
OVERVIEW
W h ow ea r e
We are a ready-to-consume beverage and food company rooted in Thailand.
Established in 2013, our if brand is a leader in introducing ready-to-drink (RTD)
natural coconut water to mainland China, our largest market. Beyond mainland China,
our products have gained traction among consumers in Asian markets including Hong
Kong, Singapore and Taiwan, and have begun to establish a presence in other global
markets.
Business restructuring
Our business originated from the international business line of General Beverage,
our Controlling Shareholder, which was responsible for the manufacture and sales of food
and beverage products to international markets (excluding Thailand) under the if and
Innococo brands (the “International Business ”). The International Business was one of the
three core business lines of General Beverage.
In response to increasing global demand, particularly from the China market, and
the resultant robust sales growth of the International Business in recent years, General
Beverage undertook a business restructuring in December 2022. This restructuring
involved the separation of the International Business, particularly the if and Innococo
brands, from the other two business lines of General Beverage, streamlining operations
and enabling a focused approach to operate if and Innococo brands in markets outside
Thailand.
Prior to the restructuring, the International Business was operated under an
asset-heavy model, whereby General Beverage conducted both the sales and the in-house
manufacturing of certain products through its own production facilities. Following the
restructuring, we have adopted an asset-light business model, focusing on building and
strengthening brand recognition for the if and Innococo brands, expanding their global
market presence (excluding Thailand), and driving product development, while relying
entirely on co-packers to manufacture our products. See “History, Reorganisation and
Corporate Structure — Establishment and Development of the Group.”
SUMMARY
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Our leading position
We are committed to product quality and development. This has built powerful
brands with consumer awareness and mindshare. According to CIC, in terms of retail
sales value, we have achieved the following:
• No. 1 in coconut water-related beverage market in mainland China. We
ranked first in mainland China’s coconut water-related beverage market for
five consecutive years since 2020. Our market share of approximately 34% in
2024 was more than seven times that of the second largest player.
• No. 1 in coconut water-related beverage market in Hong Kong. We ranked first
in Hong Kong’s coconut water-related beverage market for nine consecutive
years since 2016. Our market share of approximately 60% in 2024 was more
than seven times that of the second largest player.
• No. 2 coconut water-related beverage company globally. We are the second
largest company in the global coconut water-related beverage market in 2024.
Market opportunities
The RTD soft drink market in Greater China holds growth potential. Its market size
in 2024, as measured by retail sales value, was US$138.4 billion, and is expected to grow at
a CAGR of 7.1% to reach US$194.7 billion by 2029. The coconut water-related beverage
segment is among the fastest-growing sub-categories and is expected to grow at a CAGR
of 19.4% from US$1,093.3 million in 2024 to US$2,651.8 million in 2029.
Globally, the RTD soft drink market is expected to grow at a CAGR of 6.1% from
USD1,131.7 billion in 2024 to USD1,519.4 billion in 2029, and the coconut water-related
beverage market is expected to grow at a CAGR of 11.1% from US$5.0 billion in 2024 to
US$8.5 billion in 2029.
Additionally, the market size of snacks in Asia grew at a CAGR of 2.5% from
US$303.9 billion in 2019 to US$344.1 billion in 2024. It is expected to further expand at a
CAGR of 6.4% to reach US$470.2 billion in 2029.
Our business model
We have adopted an asset-light business model by partnering with (i) co-packers for
manufacturing, (ii) third-party logistics providers for transportation, and (iii) third-party
distributors for sales and distribution.
Our co-packers deal with and purchase coconut water, our key ingredient, from
coconut farmers and collectors who have been approved by us, and other ingredients from
our designated or approved suppliers, as part of our dedication to top-quality products.
At the same time, we collaborate with high-performing distributors in local markets
to sell our products, leveraging their logistics networks and marketing efforts to
cost-effectively penetrate markets, with channel development costs significantly reduced.
SUMMARY
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Our asset-light business model offers us production flexibility and scalability,
enabling us to swiftly adapt to market changes and quickly expand our global distribution
network. More importantly, it allows us to dedicate our resources to, and remain
committed to, creating quality products and trusted brands.
Our brands and products
Our product portfolio is centered around two trusted brands with Thai roots, our
flagship brand, if, and Innococo. if focuses on offering natural and healthy Thai beverages
and food products featuring concepts tailored for the taste of a wide variety of consumers,
while Innococo aims to offer a healthier alternative to conventional sports and functional
drinks. We launched seasonal, limited edition products from time to time during the Track
Record Period. In 2024, we had 32 products on offer. We use packaging of different sizes
and designs to expand the number of our SKUs to cater to different usage occasions and
consumer preferences. We consider different SKUs that share the same recipe or formula
to be a single product, regardless of their unit size or packaging.
The following table sets forth certain key information of our main products by
brand and product category in 2024:
Product category Brand Description Product unit size Standard retail price (1)
Coconut water-related
beverage
if 100% natural coconut
water
310ml, 330ml,
350ml
US$0.85 to US$2.99
1L US$2.00 to US$4.99
Namhom coconut water 350ml US$0.85 to US$2.00
Sparkling coconut water 320ml US$1.00 to US$2.00
Coconut water with pulp 350ml US$1.47 to US$2.00
Innococo 100% natural coconut
water
330ml, 350ml US$0.85 to US$2.99
1L US$2.00 to US$4.99
Sparkling coconut water 320ml US$1.00 to US$1.20
(2)
Other beverages
if Thai milk tea 350ml US$1.10 to US$2.32
White grape juice with
aloe vera
350ml US$0.98 to US$1.15
Lychee juice drink 350ml US$0.95 to US$1.27
Peach juice drink 350ml US$1.13 to US$1.50
Chrysanthemum drink 350ml US$0.70 to US$1.00
Plant-based snacks
if Coconut Crispy Rolls 70gm US$2.00 to US$2.70
Quinoa Chip 65gm US$2.30 to US$2.50
Sun-Dried Banana Stick 60gm US$2.00 to US$2.20
SUMMARY
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Notes:
(1) Represent the range of standard retail prices across our major markets where the product is
available, using the respective exchange rates to U.S. dollars as of December 31, 2024.
(2) Price range varies compared to similar product under if due to availability in different markets.
PRODUCT DEVELOPMENT
Product development is critical to our continued success and future operations, and
the authenticity of our brands is rooted in our approach to crafting Thai-inspired food and
beverages. We focus our efforts on both product research and development (“ R&D”) and
technology or production related R&D where we research ingredients, technologies and
equipment that help improve product quality and consumer experience.
We follow a consumer-oriented product development approach, by emphasizing
combining consumer insights and market observations to create and iterate new products
based on consumer and distributor feedback in each market. Our marketing team leads
the product development efforts to identify areas to improve our existing offerings and
create new offerings. They are tasked with analyzing consumer demands and food and
beverage trends globally as well as within each specific market and identifying and
anticipating upcoming food and beverage industry trends along with gaps in the current
market. Collaborating closely with our R&D team, which includes food technologists
specializing in natural ingredients, our marketing team ensures our products align with
market trends and meet evolving consumer taste profiles. In 2023 and 2024, we launched
eight and 12 new products, respectively.
As of December 31, 2024, we had five full-time employees for R&D function.
MARKETING AND PROMOTION
Our marketing strategy is centered around positioning our if brand as one that
offers natural and healthy Thai beverages and food products featuring concepts tailored
for the taste of a wide variety of consumers, while our Innococo brand aims to offer a
healthier alternative to conventional sports and functional drinks, specifically targeting
the athletic and active community. We focus on building brand recognition and
positioning ourselves as the preferred choice for health-conscious consumers seeking
nutritious, Thai-inspired options.
We use both internal marketing team and local marketing agencies to help develop
compelling messaging and promotional materials for each market, as well as our
packaging to optimize brand equity. We work closely with our local distribution partners,
who share marketing spend, to launch coordinated marketing campaigns through
traditional media, social media, e-commerce and live-streaming to connect with
consumers. Such collaboration enhances consumer engagement while maximizing the
impact of our marketing budget.
As of December 31, 2024, we had 20 full-time employees for sales and marketing
function.
SUMMARY
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SALES NETWORK
We maintain a lean sales team and rely on our distribution partners to drive sales in
each market. While our collaboration with local distributors varies by market, our
strategy remains consistent: we carefully select a limited number of partners who align
with our vision and are committed to actively participating in our marketing efforts.
We select our distributors based on a number of factors, including their
qualifications, scope of operations, business scale, relevant industry experience, local
distribution network, geographical points of sale coverage and customer service
capabilities. We have a seller-buyer relationship with our distribution partners whereby
the ownership of the products is transferred to our distributors upon delivery of their
orders to their designated ports.
We have built long-term relationships with our distributors through a shared vision
and a partnership-driven approach that goes beyond simple distribution. By collaborating
closely on product development and marketing, we ensure that our distributors are not
just intermediaries but strategic partners in our growth. As our brands gain strength and
our products become increasingly popular among consumers, these partnerships are
further reinforced, creating a mutually beneficial relationship that drives sustained
success.
OUR FULFILLMENT PROCESS
We operate an asset-light business model, leveraging partnerships with co-packers
for manufacturing and third-party logistics providers for transportation to efficiently
manage our fulfillment process.
Through our collaboration with coconut farmers, collectors and co-packers in
Thailand, we have secured our supply of coconut water and built up knowledge and
relationships, which creates a significant competitive advantage in Thai coconut water.
We have a dedicated small in-house fulfillment team that oversees sourcing,
manufacturing, and global distribution, ensuring efficiency and quality at every stage. As
of December 31, 2024, we had six full-time employees for fulfillment management
function responsible for our quality assurance and procurement.
While we generally do not purchase coconut water directly from coconut farmers,
we are involved in selecting or approving collectors and farmers from whom our
co-packers purchase our raw ingredients, based on our assessment of the quality of
product produced by such collectors or farmers. Our co-packers are responsible for
procuring packaging materials for our products, such as PET bottles, aluminum cans and
Tetra Pak cartons. We provide our co-packers with instructions (and where applicable, the
relevant bottle molds) for the production and design of the containers, packaging and
labels used for our products. Our co-packers are also responsible for sourcing other raw
ingredients of our products from our designated or approved suppliers.
SUMMARY
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We engage co-packing partners to produce our finished goods. We purchase
finished products from these co-packing partners, which include all packaging and
ingredients used. We arrange for delivery of the ordered products from our co-packers
directly to our customers’ designated ports, by way of either (i) direct delivery by our
co-packers’ delivery fleet or (ii) third party logistic providers arranged and paid by us. For
shipments handled by our co-packing partners, logistics expenses are incorporated into
the pricing quotes they provide. Our logistics service providers bear the risks associated
with the delivery of our products and we have insurance coverage for shipments.
Reliance on General Beverage
Local collectors and farmers are generally not equipped to process coconut water in
accordance with our specifications. Therefore, we designate general collectors to process
coconut water sourced from local collectors and farmers we selected. During the Track
Record Period, General Beverage acted as our only general collector and supplied all of
the coconut water raw ingredient for our products both to itself as a co-packer and to
independent co-packers. General Beverage is our Controlling Shareholder, which was
established and has been controlled by Mr. Pongsakorn Pongsak since its establishment in
September 2011. General Beverage primarily engages in the manufacturing and
distribution of food and beverage products in Thailand.
We expect General Beverage to remain our largest general collector in 2025. In
addition to its role as a general collector, General Beverage also served as one of our
co-packers in 2023 and 2024. Our purchases from General Beverage as a co-packer
amounted to US$12.4 million in 2023 and US$18.1 million in 2024, representing 21.6% and
18.0% of our total purchase amounts in those respective years.
We do not expect our relationship with General Beverage will be subject to material
adverse change. We are currently party to a multi-year co-packing agreement with
General Beverage, which has been operating effectively and is expected to be renewed for
another five years upon its expiry on December 31, 2027. Additionally, we have entered
into a new five-year collaboration agreement with General Beverage under which they
will serve as a general collector. See “Continued Transactions” for additional details.
These long-term contractual arrangements provide structural stability, reinforce our
mutual commitment and mitigate risks of potential disputes.
More importantly, General Beverage will remain our Controlling Shareholder
following the Listing. As such, it is directly aligned with our long-term success and has a
vested interest in maintaining and supporting a stable and productive relationship with
our Group. Furthermore, there is a clear delineation between the business operations of
General Beverage and those of our Group, which minimizes the potential for operational
conflicts and enhances the sustainability of our partnership. See “Relationship with
Controlling Shareholders.”
Nevertheless, we plan to diversify our sources of coconut water raw ingredients and
collaborate with additional general collectors.
SUMMARY
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In late April 2025, we engaged an independent third-party general collector to
supply processed coconut water that is ready for packaging directly to co-packers. We
have entered into a collaboration agreement with this independent general collector to
facilitate its direct supply of processed coconut water to co-packers, which includes
confidentiality provisions to safeguard our proprietary formulas. The independent
general collector had been one of our approved local collectors in Thailand since May
2023. We expect this independent third-party to supply as a general collector
approximately 15% of our total coconut water raw ingredient requirements used by
co-packers in 2025.
Following the completion of the Listing, we intend to develop additional
independent general collectors. By the end of 2025, our goal is to engage such additional
independent general collectors so as to reduce the proportion of coconut water raw
ingredients supplied by General Beverage to no more than approximately 70% of our total
coconut water raw ingredient requirements by volume in 2025. We have identified two
local collectors, who are independent third parties, to serve as our general collectors. We
plan to commence collaboration with them following the completion of the Listing and are
working with them to ready the necessary processing facilities. We expect these three
general collectors to collectively account for up to 35% of our total coconut water raw
ingredient requirements by volume in 2025.
Once we achieve our target in 2025, we plan to collaborate with existing
independent general collectors to expand their production capacity, while also continuing
to seek new partnerships. Our goal is to reduce the proportion of coconut water raw
ingredients supplied by General Beverage to no more than approximately 50% of our total
coconut water raw ingredient requirements by 2027.
OUR CUSTOMERS AND SUPPLIERS
Our customers are our distributors. In 2023 (period from December 8, 2022 to
December 31, 2023) and 2024, sales to our five largest customers amounted to US$86
million and US$154 million, accounting for 97.9% and 97.6% of our total sales in the
respective periods. The largest five customers in 2023 (period from December 8, 2022 to
December 31, 2023) and 2024 remained the same. These customers were also the five
largest customers of the International Business in 2022, which accounted for over 90% of
the revenue of the International Business in 2022.
Our major suppliers are co-packers. We have established and maintained stable and
long-term relationships with our major suppliers to ensure the stability of supplies. In
2023 (period from December 8, 2022 to December 31, 2023) and 2024, purchases from our
five largest suppliers amounted to US$53 million and US$97 million, accounting for 92.3%
and 96.9% of our total purchases in the respective periods.
General Beverage sold our products bearing if trademarks in Thailand, paying us
royalties of 2.5% of the total sales under a non-exclusive license pursuant to a trademark
license agreement.
SUMMARY
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COMPETITION
We operate in a competitive sector and compete on various factors, such as price,
quality of products and accessibility of products for purchase. We face competition from
existing competitors and new entrants. In particular, our if and Innococo brands compete
with a variety of international and regional brands in the coconut water-related beverage
category. Despite the competition, our brands have demonstrated strong market
performance and possess distinctive competitive advantages.
In mainland China, our largest market, if and Innococo were the top two brands by
retail sales value in the coconut water-related beverage category in 2024, with market
shares of 27.9% and 6.0%, respectively. Combined, these two brands held a market share
more than seven times that of the third largest brand. Furthermore, if and Innococo
recorded the highest year-over-year growth rates in terms of retail sales value among the
top five brands in this category in 2024.
In Hong Kong, our second largest market, the if brand maintained a dominant
position, accounting for 58.8% of the market share by retail sales value in 2024. The if
brand’s market share was more than ten times that of the second largest brand in the
market, and it also recorded the highest year-over-year growth rate in terms of retail sales
among the top five brands in this category in 2024.
At the global level, the if brand ranked as the second largest coconut water-related
beverage brand by retail sales value in 2024, with a market share of 6.6%. Although
Innococo brand was launched only in 2022, in 2024 it ranked as the second largest brand in
the coconut water-related beverage market by retails sales value in mainland China.
The if brand benefits from several competitive advantages, including: (i) the leading
market position in both mainland China and Hong Kong; (ii) a faster growth rate,
outperforming peers in its major markets; (iii) a strong brand image of Thai-rooted natural
coconut water, (iv) Thai flavor-focused product development capabilities, (v) an
asset-light business model with scalability, and (vi) multifaceted marketing strategy that
emphasizes its Thai roots and natural health benefits.
The Innococo brand also possesses competitive strengths, particularly in mainland
China, including: (i) a leading position in the coconut water-related beverage category; (ii)
a high growth rate, outperforming peers in the market; (iii) a strong brand image
positioned as a healthier alternative to conventional sports and functional drinks, (iv)
robust product development capabilities and concepts focusing on health and functions,
(v) an asset-light business model with scalability, and (vi) a distinctive marketing strategy
which amplifies its healthy alternative functional beverages positioning.
The coconut water-related beverage market is often faced with certain key
challenges, including (i) the capability of product quality control in the whole supply
chain, (ii) continuous marketing investment to increase brand exposure and brand
recognition, (iii) supply of raw material especially high quality coconut; and (iv) potential
competition from alternative health beverages. We face competition from other brands in
the procurement of coconut materials and other raw materials, and such competition may
intensify as consumer demand increases. As we continue to scale our business, we may
encounter challenges in maintaining consistent product quality, as well as sustaining and
enhancing our brand exposure and recognition. Some of our competitors may have a
larger customer base, a broader product portfolio, stronger financial resources, more
advanced research and development capabilities, greater brand recognition, and more
extensive marketing, distribution, and fulfillment infrastructures. These advantages may
enable them to expand their market share more effectively than we can. For further details
of our competitive landscape and major competitors, see “Industry Overview —
Competitive Landscape” for further details.
SUMMARY
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OUR COMPETITIVE STRENGTHS
We believe the following competitive strengths have fuelled our success and will
continue to drive our future growth:
• Our leading Thai-rooted natural coconut water brand
• Our Thai flavor-focused product development capabilities and mindset
• Our asset-light business model with scalability
• Our multifaceted marketing strategy
• Our founder and experienced leadership team dedicated to product
development and sustainability
See “Business — Competitive Strengths.”
OUR STRATEGIES
We will continue to pursue the following strategies to drive further growth:
• Strengthen and expand our sourcing capabilities to scale our business
• Continue to invest in enhancing our development capabilities
• Solidify our market presence and penetration in China, extend our presence in
Australia, the Americas and Southeast Asia
• Continue to invest in brand building to further enhance brand awareness
• Pursue strategic alliances and acquisitions for business expansion
See “Business — Strategies.”
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables sets forth summary financial data from our consolidated
financial information during the Track Record Period. The summary financial data set
forth below should be read together with, and is qualified in its entirety by reference to,
the consolidated financial statements as set out in the Accountants’ Report in Appendix I
to this prospectus, including the related notes. Our consolidated financial information
was prepared in accordance with IFRS.
SUMMARY
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Results of Operations
Period from
December 8,
2022 to
December 31,
2023 2024
(in US$ thousands)
Revenue 87,442 157,648
Cost of sales (57,103) (99,789)
Gross profit 30,339 57,859
Other items of income
Interest income 1 1,096
Other income 127 279
Other items of expense
Selling and distribution expenses (3,198) (5,389)
Marketing expenses (3,663) (7,355)
Administrative expenses (2,696) (4,947)
Finance costs (43) (83)
Other expenses (679) (1,382)
Profit before tax 20,188 40,078
Income tax expense (3,434) (6,762)
Profit for the year 16,754 33,316
Profit for the year
Attributable to:
Owners of the parent 16,754 33,316
Non-controlling interest –* –*
* Amount less than US$1,000.
Because IFB Singapore (our operating subsidiary) was incorporated on December 8,
2022, the financial period for 2023 covers December 8, 2022 to December 31, 2023.
SUMMARY
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Non-IFRS Measure
To supplement our consolidated financial statements that are presented in
accordance with IFRS, we also use adjusted profit for the year (a non-IFRS measure) and
adjusted net margin (a non-IFRS measure), as additional financial measures, which are not
required by, or presented in accordance with IFRS. We believe that these non-IFRS
measures facilitate comparisons of operating performance from period to period by
eliminating potential impact of certain items. We believe that these measures provide
useful information to investors and others in understanding and evaluating our
consolidated financial statements in the same manner as they help our management.
However, our presentation of adjusted profit for the year (a non-IFRS measure) and
adjusted net margin (a non-IFRS measure) may not be comparable to similar item
measures presented by other companies. The use of these non-IFRS measures has
limitations as an analytical tool, and you should not consider them in isolation from, or as
substitute for analysis of, our consolidated financial statements or financial condition as
reported under IFRS. We define adjusted profit for the year (a non-IFRS measure) as profit
for the year adjusted for listing expenses. We define adjusted net margin (a non-IFRS
measure) as adjusted profit for the year (a non-IFRS measure) as a percentage of our total
revenue.
Period from
December 8,
2022 to
December 31,
2023 2024
(in US$ thousands,
except for percentages)
Profit for the year 16,754 33,316
Add:
Listing expenses in connection to the
previous SGX-ST listing attempt 237 915
Listing expenses in connection with the
Global Offering (1) – 263
Adjusted profit for the year
(a non-IFRS measure) 16,991 34,494
Adjusted net margin (a non-IFRS
measure) 19.4% 21.9%
Notes:
(1) We expect most of the listing expenses in connection with the Listing and the Global Offering are
to be recorded in 2025.
Our adjusted profit for the year (a non-IFRS measure) increased from US$17.0
million in 2023 to US$34.5 million in 2024, primarily due to improved profitability, driven
by continued business growth leveraging our asset-light model.
See “Financial Information — Non-IFRS Measure.”
SUMMARY
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Revenue
The tables below set forth the breakdown of our total revenue by brand, product
type and region for the period/year indicated.
By brand
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
if 74,541 85.3 131,338 83.3
Innococo 12,617 14.4 26,239 16.6
Others (1) 284 0.3 71 0.1
Total 87,442 100 157,648 100
Notes:
(1) Others mainly represent legacy sales of General Beverage’s VITADAY beverage products
previously distributed by the International Business in markets outside Thailand, which we
ceased to offer in 2024. Sales in 2024 were minimal and were primarily conducted to utilize
inventory carried over from the previous year.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Coconut water-related
beverage
Coconut water 82,012 93.8 150,642 95.6
Other coconut
water-related 2,797 3.2 3,085 1.9
Other beverages 2,202 2.5 3,522 2.2
Plant-based snacks 431 0.5 399 0.3
Total 87,442 100.0 157,648 100.0
SUMMARY
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By region
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Mainland China 79,917 91.4 145,657 92.4
Hong Kong 4,934 5.6 7,202 4.6
Others
(1) 2,591 3.0 4,789 3.0
Total 87,442 100 157,648 100
Notes:
(1) Others include Singapore, Taiwan, Cambodia, Thailand, United States of America, Malaysia,
Canada, Australia, Kuwait, and other locations.
Our revenue increased by 80.3% from US$87.4 million in 2023 to US$157.6 million in
2024 primarily due to an increase in sales volume from coconut water in mainland China,
as a result of our continued efforts to penetrate the market, while our average selling
prices remained relatively stable. We expanded our product offerings with more size
options to appeal to a broader consumer base and continued to execute effective
marketing campaigns to drive sales. Sales from coconut water, accounting for 95.6% of our
revenue in 2024, grew by 83.7%, from US$82.0 million in 2023 to US$150.6 million in 2024.
Our revenue in mainland China, accounting for 92.4% of our revenue in 2024, grew by
82.3% from US$79.9 million in 2023 to US$145.7 million in 2024.
Our revenue in Hong Kong, accounting for 4.6% of our revenue in 2024, grew by
46.0% from US$4.9 million in 2023 to US$7.2 million in 2024, due to (i) finalizing our
contract relationship with a customer in Hong Kong in 2023, and (ii) an increase in sales
volume of coconut water, coconut water-related beverage and other beverages, as we
continued to offer new products to engage more consumers.
Gross Profit and Gross Profit Margin
The tables below set forth the breakdown of our gross profit and gross profit margin
by brand, product type and region for the period/year indicated.
SUMMARY
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By brand
Period from
December 8, 2022 to
December 31, 2023 2024
Gross
profit
Gross
profit
margin %
Gross
profit
Gross
profit
margin %
(in US$ thousands, except for percentages)
if 25,624 34.4 48,024 36.6
Innococo 4,658 36.9 9,819 37.4
Others (1) 57 20.1 16 22.5
Total/Overall 30,339 34.7 57,859 36.7
Notes:
(1) Others mainly represent legacy sales of General Beverage’s VITADAY beverage products
previously distributed by the International Business in markets outside Thailand, which we
ceased to offer in 2024. Sales in 2024 were minimal and were primarily conducted to utilize
inventory carried over from the previous year.
Period from
December 8, 2022 to
December 31, 2023 2024
Gross
profit
Gross
profit
margin %
Gross
profit
Gross
profit
margin %
(in thousands, except for percentages)
Coconut water-related
beverage 29,808 35.1 56,961 37.1
Coconut water 29,126 35.5 56,045 37.2
Other coconut
water-related 682 24.4 916 29.7
Other beverages 386 17.5 749 21.3
Plant-based snacks 145 33.6 149 37.3
Total 30,339 34.7 57,859 36.7
SUMMARY
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--- page 26 ---
By region
Period from
December 8, 2022 to
December 31, 2023 2024
Gross
profit
Gross
profit
margin %
Gross
profit
Gross
profit
margin %
(in thousands, except for percentages)
Mainland China 27,739 34.7 53,541 36.8
Hong Kong 1,891 38.3 2,839 39.4
Others
(1) 709 27.4 1,479 30.9
Total 30,339 34.7 57,859 36.7
Notes:
(1) Others include Singapore, Taiwan, Cambodia, Thailand, United States of America, Malaysia,
Canada, Australia, Kuwait, and other locations.
Our gross profit increased by 90.7% from US$30.3 million in 2023 to US$57.9 million
in 2024, primarily due to increase in our sales. Our gross profit margin increased from
34.7% in 2023 to 36.7% in 2024, primarily due to (i) a higher mix of sales from coconut
water, which grew from 93.8% of our revenue in 2023 to 95.6% of our revenue in 2024, and
(ii) favorable foreign currency movements, as THB weakened against US$ in 2024.
Coconut water generally has better margin profile compared to our other products,
primarily due to economies of scale, for example, lower level of co-packing fees, as we
procured it in significant larger volumes compared to our other products.
Our gross profit in mainland China increased by 93.0% from US$27.7 million in 2023
to US$53.5 million in 2024, and our gross profit margin in mainland China increased from
34.7% in 2023 to 36.8% in 2024, due to primarily (i) a higher mix of sales from coconut
water, which grew from 94.4% of our revenue from mainland China in 2023 to 96.0% of our
revenue from mainland China in 2024, and (ii) favorable foreign currency movements, as
THB weakened against US$ in 2024.
See “Financial Information — Period-to-Period Comparison of Results of
Operations — Gross profit and gross profit margin.”
Profit for the Year
As a result of our strong sales, our profit for the year increased by 98.9% from
US$16.8 million in 2023 to US$33.3 million in 2024.
SUMMARY
–1 5–


--- page 27 ---
Selected Financial Information of International Business
2022
(in US$
thousands)
Revenue 44,548
Marketing expenses 365
As of
December 31,
2022
(in US$
thousands)
Trade receivables (1) 1,654
Accrued marketing expenses (2) 262
Advance payments received from customers (3) 455
Notes:
(1) Represent trade receivables relating to the International Business, and exclude other receivables
of the International Business.
(2) Represent accrued marketing expenses relating to the International Business, and do not
represent all trade and other payables of the International Business.
(3) Represent advance payments received from customers and do not represent all other current
liabilities of the International Business.
The International Business’s revenue in 2022 was US$44.5 million. Our revenue in
2023 was US$87.4 million, higher by 96.3%, primarily due to an increase in sales volume
from if coconut water in mainland China, as we executed effective marketing campaigns
to drive sales. The marketing expenses of the International Business amounted to US$0.4
million in 2022, compared to US$3.7 million we incurred in 2023.
The International Business maintained a dedicated sales and marketing team
responsible for conducting marketing campaigns and related promotional activities
targeting overseas markets and overseas consumers in 2022. The marketing expenses
incurred in 2022 were mainly attributable to volume-based rebates to distributors and
engagement of key opinion leaders (KOLs) for online marketing initiatives, which were
separately identifiable from those incurred by General Beverage’s other two business
lines, namely the domestic sales business and the manufacturing services for third-party
brands. These other business lines were supported by General Beverage’s separate
in-house sales and marketing teams, focusing on distinct market and customer base. In
particular, the marketing activities for the domestic sales business target Thailand
domestic market and local consumers, and the marketing activities for manufacturing
services target food and beverage brand companies that are in need of contract
manufacturing services. These two teams incurred marketing expenses distinct and
separate from the team for the International Business.
SUMMARY
–1 6–


--- page 28 ---
Our company was established in response to strong growth in the sales of
International Business. As a new company, we strategically ramped up marketing
spending to enhance our corporate profile and branding, with a particular focus on
mainland China, to capture significant market opportunities. Notably, the International
Business mainly relied on distributors to promote its products by offering distributors
volume-based rebates, which facilitated their consumer-facing promotion activities, such
as the distribution of free samples and the offering of promotional discounts. In contrast,
we invested more in building brand equity directly since 2023, such as engaging
prominent brand ambassadors, as well as launching impactful advertisements and other
out-of-home advertising initiatives.
As of December 31, 2022, the International Business had a trade receivables balance
of US$1.7 million, compared to our balances of US$3.0 million and US$7.0 million as of
December 31, 2023 and 2024, respectively. The increase in trade receivables was primarily
attributable to a higher volume of goods in transit, driven by our growth in sales during
2023 and 2024.
Advance payments received from customers by the International Business
amounted to US$0.5 million as of December 31, 2022, compared to our balances of US$0.1
million and US$0.1 million as of December 31, 2023 and 2024, respectively. The year-end
balances are immaterial, and changes in year-end balance primarily reflect timing
difference in receiving advance payment and fulfillment of the related performance
obligations arising from contract with customers.
As of December 31, 2022, accrued marketing expenses for the International Business
totaled US$0.3 million, compared to our balances of US$0.05 million and US$0.4 million as
of December 31, 2023 and 2024, respectively. The year-end balances are immaterial, and
changes in year-end balance primarily reflect routine settlement of transactions.
The selected financial information for 2022 relating to the International Business
above were extracted from the management accounts of General Beverage and were
prepared in accordance with IFRS. In connection with the Global Offering, our reporting
accountants have performed certain agreed-upon procedures for the selected unaudited
financial information of the International Business for 2022 based on the International
Standard on Related Services 4400 (Revised) Agreed-upon Procedures Engagements
(“ISRS 4400 (Revised) ”). See “Financial Information — Selected Financial Information of
the International Business” for further details.
SUMMARY
–1 7–


--- page 29 ---
Financial Position
As of December 31,
2023 2024
(in US$ thousands)
Current assets
Inventories 447 1,044
Trade receivables 2,989 7,045
Other receivables 546 447
Prepaid operating expenses 368 938
Cash and cash equivalents 15,599 54,818
Total current assets 19,949 64,292
Current liabilities
Trade payables 7,619 15,672
Other payables 5,899 2,802
Contract liabilities 85 135
Lease liabilities 19 84
Income tax payable 3,263 6,703
Total current liabilities 16,885 25,396
Net current assets 3,064 38,896
Non-current asset 10,562 9,844
Non-current liabilities 4,120 651
Net assets 9,506 48,089
Non-controlling interests 16 16
Our net current assets increased from US$3.1 million as of December 31, 2023 to
US$38.9 million as of December 31, 2024, primarily due to an increase in trade receivables,
and cash and cash equivalents and a decrease in other payables, partially offset by a
decrease in other receivables and an increase in trade payables and income tax payables.
See “Financial Information — Selected Balance Sheet Items.”
Our net assets increased from US$9.5 million as of December 31, 2023 to US$48.1
million as of December 31, 2024, primarily due to the comprehensive income recorded in
2024 and the completion of the Series B2 Investment in 2024, which was partially offset by
dividends declared and paid.
See “Consolidated Statements of Changes in Equity” in “Appendix I —
Accountants’ Report.”
SUMMARY
–1 8–


--- page 30 ---
Cash Flows
Period from
December 8,
2022 to
December 31,
2023 2024
(in US$ thousands)
Profit before tax 20,188 40,078
Adjustments for:
Depreciation of plant and equipment 18 86
Amortisation of intangible asset 1,124 1,124
Depreciation of right-of-use assets 14 80
Unrealised foreign currency exchange
loss, net 195 89
Interest expense on lease liabilities 7 15
Impairment loss on trade receivables – 62
Interest income (1) (1,096)
Provision for defined benefit obligation 95 24
21,640 40,462
Net changes in working capital 5,305 3,486
Income taxes paid – (3,241)
Interest received 1 1,046
Net cash flows generated from operating
activities 26,946 41,753
Net cash flows used in investing activities (4,084) (7,680)
Net cash flows (used in)/generated from
financing activities (7,264) 5,123
Net increase in cash and cash equivalents 15,598 39,196
Effect of foreign exchange rate changes, net 1 23
Cash and cash equivalents at beginning of
the year – 15,599
Cash and cash equivalents at end of
the year 15,599 54,818
In 2023 and 2024, we had net cash flows generated from operating activities of
US$26.9 million and US$41.8 million, respectively. The year-over-year increase was
primarily attributable to improved profitability, driven by continued business growth
leveraging our asset-light model.
See “Financial Information — Cash Flows.”
SUMMARY
–1 9–


--- page 31 ---
KEY FINANCIAL RATIOS
For the period/year ended/as of
December 31
Period from
December 8,
2022 to
December 31,
2023 2024
(in %)
Gross profit margin (1) 34.7 36.7
Net profit margin (2) 19.2 21.1
Adjusted net margin (a non-IFRS measure) (3) 19.4 21.9
Return on assets (4) 109.8 63.7
Return on equity (5) 352.5 115.7
Notes:
(1) Gross profit margin is calculated as gross profit for the year divided by revenue for the
corresponding year and multiplied by 100%.
(2) Net profit margin is calculated as net profit for the year divided by revenue for the corresponding
year and multiplied by 100%.
(3) Adjusted net margin (a non-IFRS measure) is calculated as adjusted profit for the year (a non-IFRS
measure) divided by revenue for the corresponding year and multiplied by 100%.
(4) Return on assets is calculated as net profit for the year divided by the average total assets and
multiplied by 100%. Average total assets is the sum of the balance of total assets at the beginning
and at the end of the year, divided by two.
(5) Return on equity is calculated as net profit for the year divided by the average total equity and
multiplied by 100%. Average total equity is the sum of the balance of total equity at the beginning
and at the end of the year, divided by two.
RISK FACTORS
We face risks including those set out in the section headed “Risk Factors.” As
different investors may have different interpretations and criteria when determining the
significance of a risk, you should read the “Risk Factors” section in its entirety before you
decide to invest in our Offer Shares. Some of the major risks that we face include:
• Our future business, financial condition and results of operations may be
adversely affected by reduced or limited availability of coconuts and other
raw materials for our products
• Our business could be adversely affected by any harm to our brands and
reputation
• Effective marketing and promotions of our products are essential to the
success of our products, and inappropriate marketing activities will affect our
reputation and may lead to administrative penalties, which may materially
and adversely affect our business and results of operations
SUMMARY
–2 0–


--- page 32 ---
• General Beverage will retain significant control over our Company after the
Global Offering; additionally, General Beverage is an important business
partner, if we cannot resolve any potential conflict between us and General
Beverage in our favor, our business, financial condition and results of
operations may be materially and adversely affected
• A few of our major distribution partners account for a significant majority of
our revenue
• We are subject to the risk of changes in the relevant laws and regulations in the
jurisdictions we operate in, and the international nature of our business
subjects us to additional risks
• Our past performance may not be indicative of future results
OUR PRE-IPO INVESTORS
We conducted rounds of the Pre-IPO Investments with our Pre-IPO Investors in 2023
and 2024. For further details of the identities and background of the Pre-IPO Investors and
the principal terms of the Pre-IPO Investments, see “History, Reorganisation and
Corporate Structure — Details of the Pre-IPO Investments.”
PREVIOUS LISTING ATTEMPT
The Company submitted a pre-admission notification to the SGX-ST in relation to its
proposed initial public offering on the SGX-ST on March 18, 2024 and received the
eligibility-to-list letter issued by the SGX-ST issued on June 11, 2024. However, in
consideration of the reasons as set out in “History, Reorganisation and Corporate
Structure — Previous Listing Attempt Reasons for Seeking Listing on the Stock
Exchange”, the Group decided to focus its resources on the listing on the Stock Exchange
and did not proceed with the Proposed Listing in Singapore in July 2024. For details, see
“History, Reorganisation and Corporate Structure — Previous Listing Attempt.”
OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Global Offering (assuming no Shares
are issued pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme),
General Beverage will hold approximately 60.00% of the issued Shares and Mr.
Pongsakorn Pongsak will, directly and indirectly through General Beverage, hold
approximately 65.51% of the issued Shares. Accordingly, General Beverage and Mr.
Pongsakorn Pongsak will constitute the Controlling Shareholders under the Listing Rules.
See “Relationship with the Controlling Shareholders — Overview.”
SUMMARY
–2 1–


--- page 33 ---
DIVIDEND POLICY
During the period from December 8, 2022 to December 31, 2023 and year ended
December 31, 2024, we declared dividends with an amount of US$8.0 million and US$11.5
million, respectively, which were settled in cash. We also declared a final dividend for the
year of 2024 totaling US$28.0 million for the year ended December 31, 2024 in February
2025, which was settled in cash. Our previous dividends had been declared and
distributed in compliance with the relevant laws and regulations. On June 4, 2025, we
declared dividends in the aggregate amount of US$14 million out of historical retained
profit to Shareholders, which will be settled before the Listing.
We intend to pay dividends after the Listing annually. However, we have not
adopted any formal dividend policy or pre-determined dividend payout ratio. A decision
to declare or to pay dividends in the future and the amount of dividends will be at the
discretion of our Board and will depend on a number of factors, including our results of
operations, cash flows, financial condition, payments by our subsidiaries of cash
dividends to us, business prospects, statutory and regulatory restrictions on our
declaration and payment of dividends and other factors that our Board may consider
important.
Any declaration and payment as well as the amount of dividends will be subject to
our constitutional documents and the relevant laws. Our Shareholders may approve any
declaration of dividends by way of ordinary resolution at a general meeting, which must
not exceed the amount recommended by our Board. Under the Singapore Companies Act
and our constitutional documents, no dividends shall be payable except out of the profits
of the Company.
See “Financial Information — Dividend Policy.”
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission and fees
incurred in connection with the Listing and the Global Offering. Our listing expenses are
estimated to be approximately HK$82.1 million (including underwriting commission),
accounting for 7.4% of the gross proceeds of the Global Offering (assuming an Offer Price
of HK$26.5 per Share, being the mid-point of the Offer Price range stated in this
Prospectus, and no exercise of the Over-allotment Option).
Among our listing expenses, approximately HK$46.4 million is directly attributable
to the issuance of Shares and will be charged to equity upon completion of the Listing, and
approximately HK$35.7 million has been or will be charged to our consolidated
statements of profit or loss and other comprehensive income.
SUMMARY
–2 2–


--- page 34 ---
The listing expenses we expect to incur would consist of approximately HK$41.4
million underwriting related expenses and fees (including but not limited to commissions
and fees), approximately HK$26.1 million non-underwriting-related expenses and fees of
the Sole Sponsor, legal advisors and reporting accountant and approximately HK$14.6
million for other non-underwriting-related fees and expenses. During the Track Record
Period, we incurred US$0.3 million of listing expenses which was charged to our
consolidated statements of profit or loss.
The listing expenses above are the latest practicable estimate for reference only, and
the actual amount may differ from this estimate.
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumption that (i) the Global
Offering has been completed and 41,666,800 new Shares are issued in the Global Offering,
(ii) no Shares are issued pursuant to the exercise of the Awards under the 2025 Share
Incentive Scheme, and (iii) 266,666,800 Shares are issued and outstanding following the
completion of the Global Offering.
Based on
an Offer
Price of
HK$25.3
per Offer
Share
Based on
an Offer
Price of
HK$26.5
per Offer
Share
Based on
an Offer
Price of
HK$27.8
per Offer
Share
Market capitalization of our Shares (1) US$859.6
million
US$900.4
million
US$944.6
million
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to owners of the parent
per share
(2)(3)
US$0.61
(HK$4.79)
US$0.64
(HK$5.02)
US$0.66
(HK$5.18)
Notes:
(1) The calculation of market capitalization is based on 266,666,800 Shares expected to be in issue
immediately upon completion of the Global Offering, assuming no Shares are issued pursuant to
the exercise of the Awards under the 2025 Share Incentive Scheme.
(2) The unaudited pro forma net tangible assets per Share is arrived at after the adjustments referred
to in the preceding paragraphs and on the basis that 266,666,800 Shares were in issue assuming
that the Global Offering had been completed on 31 December 2024 but without taking into
account of any allotment and issuance of any Shares pursuant to the exercise of the Awards under
the 2025 Share Incentive Scheme, and any dividends or share dividends declared. For the purpose
of this unaudited pro forma adjusted net tangible assets, the balance stated in Hong Kong dollars
are converted into United States dollars at a rate of US$1.0000 to HK$7.8482. No representation is
made that Hong Kong dollars amounts have been, could have been or may be converted to United
States dollars, or vice versa, at that rate.
SUMMARY
–2 3–


--- page 35 ---
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the
parent does not take into account a final exempt one-tier dividend of US$28,000,000 for the year
ended 31 December 2024 and dividends of US$14,000,000 declared on 4 February 2025 and 4 June
2025, respectively. Had the dividends been taken into account, the unaudited pro forma adjusted
consolidated net tangible assets of the Group per Share would have been US$0.46 (approximately
HK$3.61) at the Offer Price of HK$25.3, US$0.48 (approximately HK$3.77) at the Offer Price of
HK$26.5, and US$0.50 (approximately HK$3.92) at the Offer Price of HK$27.8, respectively, which
is calculated based on 266,666,800 Shares in issue immediately following the public offer and
placing.
USE OF PROCEEDS
Assuming an Offer Price of HK$26.5 per Offer Share (being the midpoint of the
range of the Offer Price stated in this prospectus), we estimate that we will receive net
proceeds of approximately HK$1,022.0 million from the Global Offering after deducting
the underwriting commissions and other estimated expenses in connection with the
Global Offering (assuming the Over-allotment Option are not exercised). We intend to use
our proceeds for the purposes and in the amounts set forth below.
• Approximately 30%, or HK$306.6 million, will be used to strengthen our
fulfillment capabilities.
• Approximately 22%, or HK$224.8 million, will be used for brand building.
• Approximately 13%, or HK$132.9 million, will be used to solidify our market
presence and penetration in mainland China, extend our presence in
Australia, the Americas and Southeast Asia.
• Approximately 5%, or HK$51.1 million, will be used to enhance our product
development capabilities.
• Approximately 20%, or HK$204.4 million, will be used for strategic alliances
and acquisitions in Asia, North America or Australia for business expansion.
• Approximately 10%, or HK$102.2 million, will be used for working capital
and other general corporate purposes.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of listing of, and permission
to deal in, our Shares to be issued pursuant to the Global Offering (including any new
Shares underlying any Awards which may be issued pursuant to the 2025 Share Incentive
Scheme) on the basis that we satisfy the market capitalization/revenue test under Rule
8.05(3) of the Listing Rules, with reference to (i) our revenue for the financial year ended
December 31, 2024, being US$157.6 million (equivalent to approximately HK$1,226.5
million), which is over HK$500 million; and (ii) our expected market capitalization at the
time of the Listing of US$859.6 million (equivalent to approximately HK$6.75 billion,
based on the low-end of the indicative Offer Price range), which exceeds HK$4 billion.
SUMMARY
–2 4–


--- page 36 ---
WAIVERS AND EXEMPTIONS
Presentation of financial information
The Company has applied to the Stock Exchange and the SFC, and has been granted,
a waiver under the Listing Rules and a certificate of exemption under the Companies
(WUMP) Ordinance respectively such that the Company can present financial information
in this prospectus covering two most recent financial years immediately preceding the
issue of this prospectus. See “Waivers from Strict Compliance with the Listing Rules and
Exemptions from the Companies (WUMP) Ordinance — Presentation of Financial
Information.”
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGES
In April 2025, we engaged an independent third-party general collector, who had
been one of our approved local collectors in Thailand since May 2023.
In 2025, we launched three new products in Hong Kong, peach tea drink, lychee tea
drink and lemon tea drink, under our if fruits tea series, made from real Assam black tea
leaves with real fruit juice to further enhance our product portfolio.
Our Directors confirmed that, as of the date of this prospectus, there has been no
material adverse change in our financial position since December 31, 2024, and there has
been no event since December 31, 2024 that would materially affect the information as set
out in the Accountants’ Report in Appendix I to this prospectus.
COVID-19 IMPACT
The Directors are of the view that the COVID-19 pandemic did not cause any
material adverse impact on the operations and financial performance of the International
Business in 2022, nor on us in 2023 and 2024.
The WHO declared that COVID-19 no longer constituted a public health emergency
of international concern in May 2023. The COVID-19 pandemic did not have a material
impact on the fulfilment processes of the International Business in 2022, nor on our
operations in 2023 and 2024. There were no significant disruptions to production,
logistics, or delivery to customers during these periods.
Sales of both the International Business and us continued to grow during the same
periods. The International Business generated revenue of US$44.5 million in 2022,
representing a significant increase compared to the prior year, which contributed to the
decision to undertake the Business Restructuring. Our financial results following the
pandemic period reflect the accelerating growth of our business. Our revenue in 2023 was
US$87.4 million, higher by 96.3%, and our revenue in 2024 was US$157.6 million, higher
by 80.3%.
SUMMARY
–2 5–


--- page 37 ---
This sustained growth trajectory indicates that consumer demand for our products
remained robust, and in fact, increased during and after the pandemic, as global
consumers became more health-conscious and prioritized wellness-oriented food and
beverage products, part of the several macro trends accelerated by the pandemic.
Although the COVID-19 pandemic led to extended shipping schedules and higher
shipping costs for imported coconuts globally, resulting in an overall increase in coconut
prices, it did not have any material adverse impact on our operations. This is because we
sourced all of our coconuts domestically within Thailand and did not rely on coconut
imports.
SUMMARY
–2 6–


--- page 38 ---
In this Prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain other terms are explained in
“Glossary of T echnical T erms.”
“2025 Share Incentive Scheme” a post-IPO share incentive scheme approved by the
Shareholders on June 17, 2025 for the grant of options
or restricted share units to eligible participants, a
summary of the principal terms of which is set forth in
the section headed “Appendix IV — Statutory and
General Information — E 2025 Share Incentive
Scheme”
“Accountant’s Report” the Accountant’s report of our Company, the text of
which is set out in Appendix I to this Prospectus
“affiliate(s)” with respect to any specified person, any other
person, directly or indirectly, controlling or controlled
by or under direct or indirect common control with
such specified person
“AFRC” Accounting and Financial Reporting Council
“associate(s)” has the meaning ascribed thereto under the Listing
Rules
“Audit Committee” the audit committee of the Board
“Award” has the meaning ascribed thereto under the 2025
Share Incentive Scheme
“Board” or “Board of Directors” the board of Directors of the Company
“Business Day” a day on which banks in Hong Kong are generally
open for normal business to the public and which is
not a Saturday, Sunday or public holiday in Hong
Kong
“Business Restructuring” the business restructuring initiated by the Controlling
Shareholders in December 2022, which segregated the
International Business, particularly the if and Innococo
brands, from the other two business lines of General
Beverage, details of which are set out in “History,
Reorganisation and Corporate Structure —
Establishment and Development of the Group — 2.
Business Restructuring”
DEFINITIONS
–2 7–


--- page 39 ---
“Capital Market
Intermediary(ies)” or
“CMI(s)”
the capital market intermediaries participating in the
Global Offering and has the meaning ascribed thereto
under the Listing Rules
“CCASS” the Central Clearing and Settlement System
established and operated by HKSCC
“China,” “mainland China,” or
“the PRC”
the People’s Republic of China, unless the context
requires otherwise, excluding, for the purposes of this
prospectus only, the regions of Hong Kong, Macau
and Taiwan of the People’s Republic of China
“CIC” China Insights Industry Consultancy Limited, an
independent market research and consulting
company
“CIC Report” an independent market research report prepared by
CIC, which was commissioned by the Company for
the purpose of this prospectus
“close associate(s)” has the meaning ascribed thereto under the Listing
Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance” or “Companies
(WUMP) Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Company” or “our Company” IFBH Limited (name changed from IFBH Pte. Ltd.
upon the conversion of the Company into a public
company limited by shares on June 13, 2025), a
company incorporated under the laws of Singapore
on February 27, 2024
“Compliance Advisor” Gram Capital Limited
“connected person(s)” has the meaning ascribed thereto under the Listing
Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing
Rules
DEFINITIONS
–2 8–


--- page 40 ---
“Constitution” the constitution of the Company (as amended from
time to time), approved by a special resolution dated
June 17, 2025 and which will become effective upon
the Listing, a summary of which is set out in
Appendix III to this prospectus
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing
Rules and, unless the context requires otherwise,
refers to General Beverage and Mr. Pongsakorn
Pongsak
“core connected person(s)” has the meaning ascribed thereto under the Listing
Rules
“Corporate Governance Code” the Corporate Governance Code set out in Appendix
C1 to the Listing Rules
“Director(s)” or “our
Director(s)”
the director(s) of our Company
“Eligible Employee(s)” an employee of our Group (other than the chief
executive or directors of our Company or its
subsidiaries, existing beneficial owners of Shares or
any of their respective close associates and any other
core connected persons of our Company) as of the
Latest Practicable Date
“Employee Preferential
Offering”
the offer of up to 148,200 Hong Kong Offer Shares to
the Eligible Employees as described in “Structure of
the Global Offering – The Hong Kong Public Offering
– The Employee Preferential Offering”
“Employee Reserved Shares” up to 148,200 Hong Kong Offer Shares (representing
3.56% of the Hong Kong Offer Shares available under
the Hong Kong Public Offering) available in the
Employee Preferential Offering and which are to be
allocated out of the Hong Kong Offer Shares
“ESG” Environmental, Social and Governance
“Exchange Participant” a person (a) who, in accordance with the Hong Kong
Listing Rules, may trade on or through the Hong
Kong Stock Exchange; and (b) whose name is entered
in a list, register or roll kept by the Hong Kong Stock
Exchange as a person who may trade on or through
the Hong Kong Stock Exchange
DEFINITIONS
–2 9–


--- page 41 ---
“Extreme Conditions” extreme conditions as announced by the government
of Hong Kong in the case where a super typhoon or
other natural disaster of a substantial scale serious
affects the working public’s ability to resume work or
brings safely concern for a prolonged period
“FINI” “Fast Interface for New Issuance,” the online platform
operated by HKSCC that is mandatory for admission
to trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for the Listing
“General Beverage” General Beverage Co., Ltd., a limited liability
company incorporated under the laws of Thailand on
September 19, 2011, being one of our Controlling
Shareholders
“General Rules of HKSCC” General Rules of HKSCC published by the Stock
Exchange and as amended from time to time
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Greater China” the People’s Republic of China, unless the context
requires otherwise, including, for the purposes of this
prospectus only, the regions of Hong Kong, Macau
and Taiwan of the People’s Republic of China
“Group,” “our Group,” “our,”
“we,” or “us”
our Company and its subsidiaries, or any one of them
as the context may require, and where the context
requires, the businesses operated by our Company
and/or its subsidiaries and their predecessors (if any)
“HK eIPO Pink Form” the application for Employee Reserved Shares to be
submitted online through the designated website at
www.hkeipo.hk by the Eligible Employees
“HK eIPO Pink Form Service
Provider”
the HK eIPO Pink Form service provider designated
by our Company as specified on the designated
website at www.hkeipo.hk
“HK eIPO White Form” the application for Hong Kong Offer Shares to be
issued in the applicant’s own name, submitted online
through the designated website at www.hkeipo.hk
DEFINITIONS
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“HK eIPO White Form Service
Provider”
the HKeIPOWhiteForm service provider designated
by our Company as specified on the designated
website at www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges
and Clearing Limited
“HKSCC EIPO” the application for Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and
deposited directly into CCASS to be credited to your
designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on your
behalf, including by instructing your broker or
custodian who is a HKSCC Participant to give
electronic application instructions via HKSCC’s FINI
system to apply for Hong Kong Offer Shares on your
behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned
subsidiary of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operation and functions of the Systems, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a
direct clearing participant, a general clearing
participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong dollars” or “HK$” Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
“Hong Kong Offer Shares” 4,166,800 Offer Shares initially being offered by the
Company pursuant to the Hong Kong Public Offering,
subject to reallocation, including the Hong Kong
Offer Shares which are available for subscription by
the Eligible Employees pursuant to the Employee
Preferential Offering as described in “Structure of the
Global Offering”
DEFINITIONS
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“Hong Kong Public Offering” the of fering of the Hong Kong Offer Shares for
subscription by the public in Hong Kong at the Offer
Price (plus brokerage, SFC transaction levy, AFRC
transaction levy and Stock Exchange trading fee), on
and subject to the terms and conditions described in
“Structure of the Global Offering — The Hong Kong
Public Offering”, and for the avoidance of doubt,
includes the Employee Preferential Offering
“Hong Kong Share Registrar” Tricor Investor Services Limited
“Hong Kong Stock Exchange”
or “Stock Exchange”
The Stock Exchange of Hong Kong Limited, a
wholly-owned subsidiary of Hong Kong Exchanges
and Clearing Limited
“Hong Kong Takeovers Codes” the Codes on Takeovers and Mergers and Share
Buy-backs issued by the SFC, as amended,
supplemented or otherwise modified from time to
time
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering
listed in the section headed “Underwriting — Hong
Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated June 19, 2025
relating to the Hong Kong Public Offering entered
into by, among others, our Company, the Sole Overall
Coordinator (for itself and behalf of the Hong Kong
Underwriters) and the Hong Kong Underwriters, as
further described in the section headed
“Underwriting — Underwriting Arrangements and
Expenses — Hong Kong Public Offering — Hong
Kong Underwriting Agreement”
“IFB Singapore” Innovative Food and Beverage Pte. Ltd., a private
company limited by shares incorporated under the
laws of Singapore on December 8, 2022, which is a
wholly owned subsidiary of the Company
“IFB Thailand” Innovative Food and Beverage (Thailand) Co., Ltd., a
limited liability company incorporated under the
laws of Thailand on January 26, 2023, which is a
subsidiary of the Company
“IFRS” IFRS Accounting Standards as issued by the
International Accounting Standards Board (IASB)
DEFINITIONS
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“Independent Third Party(ies)” any person(s) or entity(ies) who is not a connected
person of the Company within the meaning of the
Listing Rules
“International Business” the business line of manufacturing and international
sales of food and beverages by the Controlling
Shareholders primarily under the brands of if and
Innococo, which has become our business since the
Business Restructuring
“International Offer Shares” the 37,500,000 Offer Shares Offer Shares initially
being offered in the International Offering together
with, where relevant, any additional Shares to be sold
pursuant to the exercise of the Over-allotment Option,
subject to reallocation as described in “Structure of
the Global Offering”
“International Offering” the conditional placing of the International Offer
Shares by the International Underwriters at the Offer
Price outside the United States in offshore
transactions in reliance on Regulation S under the
U.S. Securities Act, in each case on and subject to the
terms and conditions of the International
Underwriting Agreement, as further described in the
section headed “Underwriting — International
Offering”
“International Underwriters” the group of international underwriters who are
expected to enter into the International Underwriting
Agreement to underwrite the International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the
International Offering expected to be entered into on
or about June 26, 2025 by our Company and the
International Underwriters, as further described in
the section headed “Underwriting — International
Offering”
“Joint Lead Managers” the joint lead managers as named in the section
headed “Directors and Parties Involved in the Global
Offering”
“Latest Practicable Date” June 10, 2025, being the latest practicable date for the
purpose of ascertaining certain information contained
in this Prospectus prior to its publication
“Listing” listing of the Shares on the Main Board of the Hong
Kong Stock Exchange
DEFINITIONS
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“Listing Date” the date, expected to be on or about Monday, June 30,
2025, on which our Shares are listed and from which
dealings therein are permitted to take place on the
Hong Kong Stock Exchange
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (as amended,
supplemented or otherwise modified from time to
time)
“Macau” the Macau Special Administrative Region of the PRC
“Main Board” the stock exchange (excluding the option market)
operated by the Hong Kong Stock Exchange which is
independent from and operates in parallel with the
GEM of the Hong Kong Stock Exchange
“Nomination Committee” the nomination committee of the Board
“Offer Price” the final offer price per Offer Share (exclusive of
brokerage of 1%, SFC transaction levy of 0.0027%,
Hong Kong Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%) at which the
Offer Shares are to be subscribed for and issued
pursuant to the Global Offering as described in the
section headed “Structure of the Global Offering”
“Offer Share(s)” the Hong Kong Offer Shares and the International
Offer Shares, together with any additional Shares
which may be sold pursuant to the exercise of the
Over-allotment Option
“Option Shares” up to 6,250,000 Shares to be sold by the
Over-allotment Option Grantors pursuant to the
exercise of the Over-allotment Option
“Over-allotment Option” the option to be granted by the Company and the
Over-allotment Option Grantors to the International
Underwriters, exercisable by the Sole Overall
Coordinator (on behalf of the International
Underwriters) pursuant to which the Over-allotment
Option Grantors may be required to sell the Option
Shares in full, up to a total of 6,250,000 Option Shares
(representing approximately 15.0% of the Offer Shares
initially available under the Global Offering) in
aggregate at the Offer Price to cover over-allocation, if
any, in the International Offering
DEFINITIONS
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“Over-allotment Option
Grantors”
Fullerton Thai Private Equity Fund, a sub-fund of
Fullerton Alternatives Funds 2 VCC, Oasis Partners
Co., Ltd. and 10BIF Limited, in the capacity of the
grantors of the Over-allotment Option pursuant to the
International Underwriting Agreement
“Pre-IPO Investments” the pre-IPO investments in the Company described in
“History, Reorganisation and Corporate Structure
Details of the Pre-IPO Investments”
“Pre-IPO Investor(s)” the pr e-IPO investors described in “History,
Reorganisation and Corporate Structure — Details of
the Pre-IPO Investments”
“Pre-IPO Reorganization” the corporate reorganization of the Group in
preparation for the Listing, particulars of which are
set out in the section headed “History, Reorganisation
and Corporate Structure — 5. Establishment of the
Company and the Pre-IPO Reorganization”
“Price Determination Date” the date, expected to be on or before Thursday, June
26, 2025 (Hong Kong time) on which the Offer Price is
determined, or such later time as our Company and
the Overall Coordinator (on behalf of the
Underwriters) may agree, but in any event not later
than 12:00 noon on Thursday, June 26, 2025
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of the
Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Securities and Futures
Commission” or “SFC”
the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong), as amended, supplemented
or otherwise modified from time to time
“SGX-ST” Singapore Exchange Securities Trading Limited
“Share(s)” ordinary share(s) in the capital of our Company
DEFINITIONS
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“Share Split” the subdivision of 1,125,000 issued Shares into
225,000,000 issued Shares on June 17, 2025
“Shareholder(s)” holder(s) of the Share(s)
“Singapore” the Republic of Singapore
“Singapore Companies Act” the Companies Act 1967 of Singapore, as amended,
supplemented or otherwise modified from time to
time
“Singapore Court” the High Court of Singapore
“Singapore Takeover Code” the Singapore Code on Take-overs and Mergers
“Sole Bookrunner” the sole bookrunner as named in the section headed
“Directors and Parties Involved in the Global
Offering”
“Sole Global Coordinator” the sole global coordinator as named in the section
headed “Directors and Parties Involved in the Global
Offering”
“Sole Overall Coordinator” the sole overall coordinator as named in the section
headed “Directors and Parties Involved in the Global
Offering”
“Sole Sponsor” the sole sponsor as named in the section headed
“Directors and Parties Involved in the Global
Offering”
“Stabilizing Manager” CLSA Limited
“Stock Borrowing Agreements” the stock borrowing agreements that may be entered
into between the Stabilizing Manager and each of the
Over-allotment Option Grantors on or about the June
19, 2025
“subsidiary(ies)” has the meaning ascribed thereto under the Listing
Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing
Rules
DEFINITIONS
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“Track Record Period” the financial period ended December 31, 2023
(consisting of the period from December 8, 2022 to
December 31, 2023) and the financial year ended
December 31, 2024
“treasury shares” has the meaning ascribed thereto under the Listing
Rules
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and/or the
International Underwriting Agreement, as the context
may require
“United States” or “U.S.” the United States of America, its territories and
possessions, any State of the United States, and the
District of Columbia
“U.S. dollar(s),” “US$” or
“USD”
United States dollar, the lawful currency of the United
States
“U.S. Securities Act” the U.S. Securities Act of 1933, as amended,
supplemented or otherwise modified from time to
time, and the rules and regulations promulgated
thereunder
“VAT” value-added tax
“%” per cent
Certain amounts and percentage figures included in this prospectus have been
subject to rounding adjustments. Accordingly, figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures preceding them.
DEFINITIONS
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This glossary contains explanations of certain technical terms used in this Prospectus
in connection with the Company and our business. Such terminology and meanings may not
correspond to standard industry meanings or usages of those terms.
“Co-packing” the service, provided by a third party, of the
manufacture and packing, filling and sealing of
products into containers and/or packaging based on
specific manufacturing and packing specifications
and/or instructions provided by the developer or
proprietor of such product. The terms “co-pack” and
“co-packer” shall be construed accordingly
“GMP” the Good Manufacturing Practice regulations
promulgated by the US Food and Drug
Administration, which is an internationally
recognized system for ensuring that products are
consistently produced and controlled to the quality
standards appropriate to their intended use
“HACCP” the Hazard Analysis Critical Control Points, which
adopts a science-based systematic approach to
identify specific hazards and measures for control to
ensure the safety of food for consumption and is a
universally recognized and accepted method for food
safety assurance
“Pasteurization” a process of heating food and beverages to a specific
temperature for a set period of time to kill harmful
microorganisms without significantly affecting the
taste or quality of the product
“PET” a type of plastic generally used for packaging foods
and beverages, made from plastic resin pellets, which
can be heated to a molten liquid form to allow for
extrusion or molding into specific shapes
“SKU” acronym for minimum stock keeping unit, a unique
identifier for each distinct product and service that
can be purchased
“Tetra Pak” a packaging material primarily made from
paperboard, polyethylene, and aluminium. It is
commonly used in carton packaging for F&B products
“UHT” ultra-high temperature processing, a food
manufacturing technique where products are heated
to very high temperatures for a short period of time,
which effectively sterilizes the food, killing all
microorganisms and spores, and extends the shelf life
of products without the need for refrigeration
GLOSSARY OF TECHNICAL TERMS
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This prospectus contains forward-looking statements. All statements other than
statements of historical fact contained in this prospectus, including, without limitation:
(a) the discussions of the Company’s business strategies, objectives and
expectations regarding its future operations, products, revenue, margins,
profitability, liquidity and capital resources;
(b) any statements concerning the future development of, and trends and
conditions in, the market and the general economy of the countries in which
the Company operates or plans to operate and where the Company’s products
may be distributed and sold;
(c) any statements concerning the Company’s ability to control costs;
(d) any statements concerning the nature of, and potential for, the future
development of the Company’s business, including any potential business
relationships and partnerships; and
(e) any statements preceded by, followed by or that include words and
expressions such as “expect”, “believe”, “plan”, “intend”, “estimate”,
“forecast”, “project”, “anticipate”, “seek”, “may”, “will”, “ought to”,
“would”, “should” and “could” or similar words or statements,
as they relate to the Group or the management, are forward-looking statements.
These statements are based on assumptions regarding the Company’s present and
future business, the Company’s business strategies and the environment in which the
Company will operate. These forward-looking statements reflect the Company’s current
views as to future events and are not a guarantee of the Company’s future performance.
Forward-looking statements are subject to certain known and unknown risks,
uncertainties and assumptions, including the risk factors described in “Risk Factors”.
Important factors that may cause the Company’s actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by these forward-looking statements include, among
other things, the following:
(a) developments in the business strategies and business plans of the Company;
(b) prevailing economic conditions and consumer confidence in the markets
where the products of the Company may be sold;
(c) developments of the Company’s competitors and other competitive pressures
within the industries in which the Company operates; and
(d) regulatory changes affecting, among other things, the industry and market,
accounting standards and taxes.
FORWARD-LOOKING STATEMENTS
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Subject to the requirements of applicable laws, rules and regulations, the Company
does not have any obligation, and undertakes no obligation, to update or otherwise revise
the forward-looking statements in this prospectus, whether as a result of new information,
future events or developments or otherwise. As a result of these and other risks,
uncertainties and assumptions, the forward-looking events and circumstances discussed
in this prospectus might not occur in the way the Company expects or at all. Accordingly,
you should not place undue reliance on any forward-looking information. All
forward-looking statements contained in this prospectus are qualified by reference to the
cautionary statements set out in this section as well as the risks and uncertainties
discussed in “Risk Factors”.
In this prospectus, statements of or references to the Company’s intentions or that of
any of the Directors are made as at the date of this prospectus. Any of these intentions may
change in light of future developments.
FORWARD-LOOKING STATEMENTS
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An investment in our Shares involves risks. Prospective investors should consider
carefully the risks described below, together with all other information contained in this
Prospectus, before deciding to invest in our Shares. Some of the following risks relate
principally to the industry in which we operate and our business in general. Other risks relate
principally to general economic, political and regulatory conditions, the securities markets
and ownership of our Shares, including possible future dilution in the value of our Shares. The
risks described below are not the only ones we face. Additional risks not described below or not
presently known to us or that we currently deem immaterial may turn out to be material.
Should these risks occur or turn out to be material, our business, financial condition, results of
operations, cash flow, prospects and reputation could be materially and adversely affected. The
market price of our Shares could decline due to any of these risks and you may lose all or part
of your investment. Unless quantified in the relevant risk factors set out herein, we are not in
a position to quantify the financial or other implications of any of the risks described in this
section.
This Prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results of operations could differ materially from those anticipated
in these forward-looking statements due to a variety of factors, including the risks described
below and those discussed in the sections entitled "Financial Information", "Cautionary Note
Regarding Forward-Looking Statements" and elsewhere in this Prospectus.
RISKS RELATING TO OUR BUSINESS AND OUR INDUSTRY
Our future business, financial condition and results of operations may be adversely
affected by reduced or limited availability of coconuts and other raw materials for our
products
We depend on a consistent and sufficient supply of key raw ingredients, primarily
coconut water, for the manufacture of our products by co-packers, who are responsible for
sourcing. The supply and prices of our key ingredients are subject to various factors
beyond our control, including climate and geopolitical events.
The coconuts from which our products are sourced, and the harvesting and
transportation of them to our co-packers, are vulnerable to adverse weather conditions
and natural disasters, such as floods, droughts, earthquakes, hurricanes, typhoons,
pestilence and other shortages and disease, as well as political events and other conditions
which can adversely impact quantity and quality, leading to reduced coconut yields and
quality, which in turn could reduce the available supply of, or increase the price of, our
raw materials. We are exposed to geographical concentration risk, as Thailand currently is
the only geographical source of our coconut water, and any widespread factors impacting
the Thailand farming industry such as newly implemented relevant legislation, or adverse
weather or climate conditions such as the flooding in the south Thailand in 2017, may
impact our ability of our co-packers to secure the coconut water required for the
manufacture of our products. There is no assurance that we will be able to anticipate or
avoid any decreases in supply and/or increases in costs of our key raw ingredients, or that
our suppliers will be able to secure alternative sources of, or alternatives to, such raw
ingredients that meet our quality standards and pricing and timing expectations. A
RISK FACTORS
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shortage of key raw ingredients or inflation may lead to price increases for such
ingredients, resulting in an increase in our costs. Such an increase in costs may materially
and adversely affect our business, financial condition and results of operations as these
raw ingredients such as coconut water are key components of our recipes, which we
require in large quantities.
In addition, we compete with other food and beverage companies in the
procurement of coconut materials and other raw materials, and this competition may
increase in the future if consumer demand increases for these materials or products
containing such materials, and if new or existing competitors increasingly offer products
in these market sectors. If supplies of coconut materials and other raw materials that meet
our quality standards are reduced or are in greater demand, this could cause our expenses
to increase and we or our co-packers may not be able to obtain sufficient supply to meet
our needs on favorable terms, or at all.
Our co-packers’ ability to source coconut materials and other raw materials may
also be affected by their relationships with collectors, and local farmers’ choice as to what
they choose to grow and harvest, changes in global economic conditions or climate, and
our or our co-packers’ ability to forecast or to commit to our raw materials requirements.
Collectors may choose to work with co-packers of our competitors. Coconut farmers may
have more profitable opportunities, compared to growing coconuts or other raw materials
we need, which could affect their interest in working with us or our co-packers. Any of
these factors could impact our ability to supply our products to customers and consumers
and may adversely affect our business, financial condition and results of operations.
Our business could be adversely affected by any harm to our brands and reputation
Our operations are dependent on consumers’ confidence in our brands and
reputation, as it would influence their decision on whether to purchase our products. Our
brands and reputation are also critical to our continued growth. However, our brands
and/or reputation may be negatively impacted by various factors, the success of our
product offerings, food safety, quality assurance, marketing and merchandising efforts,
the reliability and reputation of our supply chain, our ability to grow and capture share of
the coconut water category, and our ability to provide a consistent, high-quality consumer
experience. For example, if our products are not delivered to our customers on a timely
and reliable basis, whether as a result of factors outside of our control or as a result of
lapses caused by our co-packers or employees, or otherwise, we may experience customer
dissatisfaction. Any negative publicity, regardless of its accuracy, could materially
adversely affect our business.
The growing use of social and digital media by us, our consumers and third parties
increases the speed and extent that information or misinformation and opinions can be
shared. Negative publicity about us, our brands, our spokespersons or our products on
social or digital media could seriously damage our brands and reputation. For example,
consumer perception could be influenced by negative media attention regarding any
consumer complaints about our products, our management team, sourcing practices and
supply chain partners, employment practices, and our products or brands.
Furthermore, our advertising, marketing and promotion programs may not have the
desired impact on our brand image or on consumer preferences and demand for our
RISK FACTORS
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--- page 54 ---
products. Accordingly, this may result in the loss of customers or harm to our reputation
or relationships with our existing or potential business partners, and we may be unable to
regain those customers or repair our reputation in the future, and our business,
operations, financial performance and prospects may be materially and adversely
affected.
Effective marketing and promotions of our products are essential to the success of our
products. Inappropriate marketing activities will affect our reputation and may lead to
administrative penalties, which may materially and adversely affect our business and
results of operations
The success of our operation depends on the effectiveness of our sales and
marketing activities and our ability to maximize the impact of our marketing budget. In
2023 and 2024, our marketing expenses accounted for 4.2% and 4.7% of our revenue,
respectively. However, there can be no assurance that we can continue to efficiently
manage our marketing expenses.
In addition, our current collaboration with celebrities and KOLs and other
promoters in marketing campaigns may terminate, in which case our sales and marketing
activities, business operations and financial performance may be adversely affected. If our
marketing programs contain inappropriate content, or any of the celebrities or KOLs
inadvertently offends our customers or consumers, our reputation may be damaged,
which could potentially lead to administrative penalties. Furthermore, the actions of the
celebrities and KOLs we engaged may deviate from our values, and any negative publicity
or negative commentary regarding our brand ambassador and other spokespersons, or
boycotting or blocking of these celebrities or KOLs, may result in a negative perception of
our brands or our products by the public even if the negative publicity does not involve
these brands or products. These third parties operate independently, and we have limited
control over their messaging, behaviors and real-time interactions with our customers or
consumers. Any negative publicity about our brand ambassadors or negative perception
of our brands or products, regardless of veracity, could lead to potential loss of consumer
confidence or difficulty in retaining or recruiting talent that is essential to our business
operations. As a result, our business and results of operations may be materially and
adversely affected.
In the future, we may conduct promotional activities and incur significant
marketing expenditure to stimulate consumer demand for our new products, which may
affect our profitability. Competitive pressures may also restrict our ability to subsequently
increase prices of new products. We may not be able to successfully launch any new
product while maintaining and improving our profitability immediately after product
launch, or at all. In addition, we may be required to develop and adopt new marketing
strategies to meet evolving market trends and shifting consumer preferences. Failure to
develop effective marketing strategies to meet the changing market trends and consumer
preferences may result in unnecessary distribution and selling expenditure, which may
materially and adversely affect our results of operations and financial condition.
RISK FACTORS
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General Beverage will retain significant control over our Company after the Global
Offering; additionally, General Beverage is an important business partner, if we cannot
resolve any potential conflict between us and General Beverage in our favor, our
business,financialconditionandresultsofoperationsmaybemateriallyandadversely
affected
Upon the completion of the Global Offering (assuming that the no Shares are issued
pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme), General
Beverage, will be interested in and will control an aggregate of approximately 60.00% of
our enlarged issued share capital. General Beverage will, through its voting power at the
shareholders’ meetings, have significant influence over our business and affairs,
including decisions in respect of mergers or other business combinations, acquisition or
disposition of assets, issuance of additional Shares or other equity securities, timing and
amount of dividend payments, and our management. General Beverage may not act in the
best interests of our minority shareholders. In addition, without the approval of General
Beverage, we could be prevented from entering into transactions that could be beneficial
to us. This concentration of ownership may also discourage, delay or prevent a change in
control of our Company, which could deprive our shareholders of an opportunity to
receive a premium for the Shares as a part of a sale of our Company and may significantly
reduce the price of our Shares.
In addition, General Beverage is an important business partner. It is one of our
co-packers, and during the Track Record Period, General Beverage supplied all of the
coconut water for our products to other co-packers, which General Beverage sourced from
local collectors and farmers we selected. Our purchases from General Beverage as a
co-packer amounted to US$12.4 million in 2023 and US$18.1 million in 2024, representing
21.6% and 18.0% of our total purchase amounts in those respective years. We expect
General Beverage to remain our largest general collector in 2025. This reflects the supply
arrangement used by the International Business, where General Beverage supplied all
coconut water for external co-packers to produce its products. During the same period,
General Beverage also sold our products bearing if trademarks in Thailand, paying us
royalties of 2.5% of the total sales under a non-exclusive licence pursuant to a trademark
licence agreement. See “Relationship with the Controlling Shareholders — Delineation of
Business” and “Connected Transactions — Summary of the Continuing Connected
Transactions” for additional details. Conflicts may arise from any aspects of these
cooperation and arrangements. If we cannot resolve any potential conflict between us and
General Beverage in our favor, our business, financial condition and results of operations
may be materially and adversely affected. Following the completion of the Listing, we
intend to develop additional independent general collectors. By the end of 2025, our goal
is to engage such additional independent general collectors and reduce the proportion of
coconut water raw ingredients supplied by General Beverage to no more than
approximately 70% of our total coconut water raw ingredient requirements in 2025. For
more details, see “Business — Our Fulfillment Process — Raw ingredients and materials.”
RISK FACTORS
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A few of our major distribution partners account for a significant majority of our
revenue
We are dependent on third party distribution partners to drive sales, and our
customer base comprises mainly these distributors. Our five largest customers in 2023
(period from December 8, 2022 to December 31, 2023) and 2024, accounted for 97.9% and
97.6% of our revenue for the same years, respectively, and our largest customer accounted
for 49.5% and 47.0% of our revenue in 2023 and 2024, respectively. Given our business
model, a significant portion of our revenue will continue to be dependent on distributors
and their business performance. Any material decreases in demand for our products,
non-renewal of existing contracts or cessation of purchase orders by these customers,
whether motivated by change in pricing and margin expectations, competitive conditions,
financial difficulties or otherwise, may adversely affect our financial condition and results
of operations.
Additionally, we work closely with our local distribution partners, who share
marketing spend, to launch coordinated marketing campaigns. If any negative change in
our relationship with our largest distributors occurs, any other disputes with these key
customers arose, if we were to lose support of any of these key customers, our business,
financial condition and results of operations would be materially adversely affected. We
may be similarly adversely impacted if any of these key customers, experience any
operational difficulties or generate less sales.
Further, as our most significant customers are located in the same region, being
China and Hong Kong, we are also subject to geographical concentration risks of our
major customers. Should there be any geographical region-specific factors, such as
regulatory or environmental factors, which adversely impact our major customers’
operations or profitability, it may impact their purchase of our products and in turn, our
business, financial condition, results of operations and prospects may be materially and
adversely affected. To mitigate such geographical concentration risks, we continue to
expand into new regions and engage distributors in such regions.
In addition, as we do not enter into any exclusive contracts with our customers, if
we are unable to retain our existing customers, attract new customers or fail to timely
identify replacement customers upon the loss of current ones, and a significant proportion
of our customers cease to purchase products from us, our business, financial condition,
results of operations and prospects may be materially and adversely affected.
Our distributors are typically allowed to engage sub-distributors. During the Track
Record Period, we did not enter into any agreements or otherwise directly establish
relationships with any sub-distributor. Consequently, we have no control over
sub-distributors, and any improper behavior by sub-distributors could negatively impact
our reputation and business.
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We are subject to the risk of changes in the relevant laws and regulations in the
jurisdictions we operate in, and the international nature of our business subjects us to
additional risks
We are subject to laws, regulations and policies in jurisdictions where we have
operations, governing, among other things, with respect to: the food and beverage
industry; product import and export, as well as tariffs; design, development and
manufacturing; testing, labeling, content and language of instructions for use and storage;
product safety; marketing, sales and distribution; advertising and promotion; and recalls
and corrective actions.
The regulatory regime for the industry has been evolving, with new laws,
regulations and other regulatory measures being introduced from time to time. There is no
assurance that the regulatory environments in which we operate, including import
restrictions, will not change significantly or become more stringent in the future.
Compliance with any changes in existing or new laws and regulations may increase our
compliance costs, which may adversely affect our business, operations, financial
performance and prospects. In addition, there is no assurance that we would be able to
comply with such amended or new laws and regulations, which may have an adverse
effect on our business, operations, financial performance or prospects. In the event that we
fail to comply with the relevant laws and regulations, we may be penalised for such
breaches of law or regulation, and our business, operations, financial performance and
prospects may be adversely affected as a result.
As we are doing business internationally, we are subject to a number of risks, any of
which could significantly harm our future business, financial condition and results of
operations. These risks include:
• unfavorable changes in tariffs, quotas, trade barriers or other export or import
restrictions, including navigating the changing relationships between major
economies;
• unfavorable and/or changing foreign tax treaties and policies;
• restrictions on the transfer of funds to and from foreign countries, including
potentially negative tax consequences;
• unfavorable foreign exchange controls and variation in currency exchange
rates;
• increased exposure to general international market and economic conditions;
• political, economic, environmental, health-related or social uncertainty and
volatility;
• the potential for substantial penalties, litigation and reputational risk related
to violations of a wide variety of laws, treaties and regulations, including food
and beverage regulations, anti-corruption regulations and data privacy laws
and regulations;
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• the imposition of differing labor and employment laws and standards;
• significant differences in regulations across international markets and the
regulatory impacts on a globally integrated supply chain;
• the bankruptcy or default in payment by our international customers and/or
import partners and the potential inability to recoup damages from such
defaults, as well as subsequent termination of existing importation
agreements; and
• complex supply chain and shipping logistical challenges.
For example, in early 2025, the U.S. government issued multiple executive orders
implementing additional tariffs on imports from various jurisdictions. The U.S. tariffs and
trade policies are subject to constant changes, influenced by evolving geopolitical
dynamics, economic priorities and regulatory agenda, and such policies may be amended,
expanded, or replaced with little or no advance notice. We currently do not expect these
policies to have a material impact on our business. Our revenue from sales to the United
States amounted to US$0.1 million and US$0.5 million in 2023 and 2024, respectively.
International Business’s revenue from sales to the United States amounted to US$0.1
million in 2022. Furthermore, as of the Latest Practicable Date, coconut water imported
from Thailand into the United States was not subject to any tariffs, and there was no
additional or punitive tariffs planned. However, we cannot assure you that our products
will not be subject to higher tariffs or trade restrictions in the future, which may affect our
future growth strategies regarding the U.S market.
Our past performance may not be indicative of future results
Our Group was established in December 2022, and as at the date of this Prospectus
we have only completed two full financial years of operations after the Business
Restructuring. There is no assurance that our revenue, margins, operating expenses and
results of operations will not vary from period to period and year to year. Our historical
results of operations may not be indicative of our future performance and undue reliance
should not be places on these historical results of operations to predict our future financial
performance or the future performance of our Shares.
There is no guarantee that we can continue to grow at a similar rate or grow at all.
Any growth places significant demands on our management, financial, operational,
technological and other resources and on our co-packing partners. The anticipated growth
and expansion of our business and our product offerings will place significant demands
on our management and operations teams and may require significant additional
resources and expertise, which may not be available in a cost-effective or timely manner,
or at all. Further, we may be subject to reputational risks should our rapid growth
jeopardize our relationships with our distributors, consumers or suppliers.
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Our revenue growth rate is likely to be slower as our business matures. In addition,
our revenue growth rates may slow over time due to a number of reasons, including
increasing competition, market saturation, slowing demand for our offerings, increasing
regulatory costs and challenges, and failure to capitalize on growth opportunities. If we
fail to meet increased consumer demand as a result of our growth, our competitors may be
able to meet such demand with their own products, which would diminish our growth
opportunities and strengthen our competitors. Further, if we expand capacity at our
co-packers in anticipation of growth which ultimately does not occur, it may create excess
capacity and supply in the industry, leading to downward pricing pressure, and negative
impacts on our business financial conditions and results of operations. If we do not
effectively predict and manage our growth, we may not be able to execute on our business
plan, respond to competitive pressures, take advantage of market opportunities, satisfy
customer requirements or maintain high-quality product offerings, any of which could
harm our business, financial condition and results of operations.
We are exposed to risks of infringement of our trademarks and other intellectual
property rights, and may be subject to infringement of such rights, or misappropriation
claims, by third parties
We currently own trademarks relating to our if and Innococo brands, registered in
Singapore, Australia, Hong Kong, Canada, the United States, China, and Thailand.
However, there is no assurance that we will be able to register these trademarks in other
jurisdictions or in all categories that we intend to register, renew the existing trademarks
upon expiry of their terms, or maintain or protect the brand, name reputation and
goodwill attached to our trademarks. There is also no assurance that other unrelated third
parties will not use our brands in these jurisdictions without our consent. If unauthorised
parties exploit our trademarks and brand, our reputation, goodwill and hence our ability
to maintain our competitive edge may be adversely affected.
There is no assurance that any steps we take to protect our trademarks are adequate.
The relevant laws in countries where such trademarks been registered may also not offer
adequate intellectual property protection depending on the circumstances. It may be
possible for third parties to unlawfully pass-off our trademarks, and we may not be
successful in our efforts to prevent the continued unlawful use of our trademarks. We may
also not have sufficient resources to be able to effectively prevent such infringement of our
trademarks rights, and we may have to initiate legal proceedings to defend the ownership
of our trademark rights, or any other intellectual property rights, against any
infringement by third parties, which may be costly and time-consuming, and the outcome
may be uncertain. There is also no assurance that we will be able to obtain adequate
remedies in the event of unauthorised use(s) and/or reproduction(s) of our trademarks. If
we fail to protect our trademarks adequately, there may be an adverse impact on our
business reputation and financial performance. Even if we are successful in obtaining
remedies against infringers, we may incur significant costs and divert management’s
attention and resources in such defense.
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We face the possibility of impairment losses for intangible assets
We are exposed to the risk of impairment losses on intangible assets, mainly if and
Innococo trademarks we purchased. These trademarks are valuable assets that support
customer recognition and market differentiation. However, their value may be adversely
affected by changes in market conditions, shifts in consumer preferences, or increased
competition that weakens brand strength. A decline in product relevance may also
diminish the economic benefits associated with our trademarks. Furthermore, legal or
regulatory developments, such as challenges to trademark rights or restrictions on their
use in certain jurisdictions, may impair their value. Any such impairment could
materially affect our financial position and future operating performance.
Real or perceived quality or food safety issues with our products, or food and beverage
industry in general could have an adverse effect on our business, reputation, financial
condition and results of operations
Decline or inconsistency in the quality of our products may impact our brands and
result in customer dissatisfaction and a reduction in purchases of our products by
consumers. If we or our co-packers fail to maintain the quality of our products, we may be
subject to complaints or allegations from consumers including negative reports published
in the media and on the Internet regarding our products, and we may incur expenses to
mitigate the effects of such negative reports. Such bad publicity, whether merited or
otherwise, may materially and adversely affect our business, financial condition and
results of operations. Should there be defects or issues with the quality of our products
manufactured by our co-packers, generally, our only recourse against our co-packers
would be for breach of contractual provisions and warranties under our contracts with
such co-packers.
Further, our quality control procedure may not always be effective, or we may not
be able to identify any defects in our quality control procedure in a timely manner. If we
decide to extend our supply chain to coconut-producing regions outside Thailand, we
may not be able to maintain consistent taste despite our research and development efforts.
Any product quality or food safety issues that we fail to detect, prevent or respond
effectively could lead to liability claims, reputation damage and penalties imposed by
relevant authorities. If consumer complaints do give rise to legal claims, we would have to
divert management resources and expend costs to investigate and address such claims,
thereby further affecting our business, financial condition and results of operations. We
cannot assure you that such instances will not occur and that material litigation will not be
brought against us in future. Any loss, liability or expense incurred pursuant to such
claims may materially and adversely affect our business, financial condition and results of
operations.
Additionally, damage, contamination or quality impairments may occur after our
products leave our control. Damage to packaging materials may occur during product
transport and storage resulting in product spoilage or contamination, which may be
impossible to detect until opened and tasted by the consumer. Further, we have no control
over our products once purchased by consumers. Accordingly, consumers may store our
products improperly or for long periods of time or open and reseal them, which may
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adversely affect the quality and safety of our products. Our responses may not be
satisfactory to consumers or distributors, which could harm our reputation and could
result in distributors holding our product from sale. If consumers or distributors do not
perceive our products to be safe as a result of such actions or events outside our control or
if they believe that we did not respond to a complaint in a satisfactory manner, then the
value of our brands would be diminished, and our reputation, business, financial
condition and results of operations would be adversely affected.
Quality related issues for the food and beverage industry could also adversely affect
our business and reputation. Other enterprises in the food and beverage industry may
experience issues related to product quality and safety due to the quality standards they
implement, quality defect, and inadequate compliance with and enforcement of
inspection procedures under the food safety regulations. While we may not be involved in
any of these events, the relevant negative publicity may cause consumers to be doubtful or
fearful, and may cause the government to enhance supervision of the industry, which may
in turn influence consumer demand for our products. If the above events occur, our
business and results of operations could be materially and adversely affected.
We operate in a competitive industry and face significant competition in the markets
that we operate in
The ready-to-consume food and beverage industry is competitive in the markets we
operate and we face competition from existing distributors as well as new entrants in the
market. We generally compete with our competitors based on, among other things,
product pricing, product quality, and product accessibility.
Our competitors may possess larger customer base, wider range of products and
greater financial, research and development, greater brand recognition, marketing and
distribution resources, larger fulfillment infrastructures and as such, may be in a better
position to expand their market share. These factors may allow our competitors to derive
greater net sales and profits from their existing customer base, acquire customers at lower
costs or respond more quickly than we can to new or emerging technologies and changes
in consumer preferences or habits. These competitors may engage in more extensive
research and development efforts, undertake more far-reaching marketing campaigns and
adopt more aggressive pricing policies (including predatory pricing policies and the
provision of substantial discounts), which may allow them to build larger customer bases
or generate net sales from those customer bases more effectively than we can. Our
competitors may also acquire market shares through merger, acquisition and
consolidation.
The prices for our products and services may be subject to downward price
pressures due to competition, resulting in a loss of profits. If our existing or potential
competitors offer products at a lower price or engage in aggressive or predatory pricing in
order to increase their market share, our revenue may decrease and our profit margins
may be materially and adversely affected. In such an event, our business, financial
condition, results of operations and prospects may be materially and adversely affected.
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We may not be able to accurately anticipate or keep up with potential changes in
consumer tastes, preferences and trends
Consumer demand for our products may fluctuate due to a number of possible
factors, including potential changes in consumer tastes and preferences and trends,
changes in dietary habits, refreshment and nutritional habits, the usage of single use
packaging, the impact of our supply chain on our sourcing communities, perceived
authenticity of our products (particularly if we decide to expand our supply chain to
coconut-producing regions outside Thailand), shifts in preference for various product
attributes or consumer confidence, and perceived value for our products relative to
alternatives. There is no assurance we will continue to be successful in keeping ahead of,
and abreast with, consumer tastes and preferences and trends. In the event that our new or
improved products are not commercially successful, or we are if we are unable to cater to
changes in the tastes and preferences of our customers, our business, financial condition,
and results of operations may be materially and adversely affected.
We are reliant on our co-packers, and if we fail to maintain our relationship with such
third party partners, or such third parties are unable to fulfill their obligations, our
business could be harmed
We rely on our co-packers to manufacture and package our products. Our success is
dependent upon our ability to maintain our relationships with existing co-packers and
enter into new manufacturing arrangements in the future. Our agreements with our
existing co-packers are terminable under certain conditions. If our co-packers become
unable to provide, deprioritize production of, or experience delays in providing our
products, or if the agreements we have in place are terminated, our ability to obtain a
sufficient selection or volume of products at acceptable prices and on a timely basis could
suffer. Additionally, if we do not use capacity that we are contracted for or that is
otherwise available to us, our co-packers may choose to supply competitors, which could
have an adverse effect on our business. Our ability to maintain effective relationships with
our co-packers for the sourcing of raw materials from collectors, and the manufacture and
production of our products by such co-packers is important to the success of our
operations.
If we need to replace an existing co-packer due to bankruptcy or insolvency, lack of
adequate supply, failure to comply with our product specifications, performance against
our contracts and our demands, disagreements or any other reason, there can be no
assurance that we will find alternative co-packers with access to adequate supplies of raw
materials when required on acceptable terms or at all, or that a new co-packers would
allocate sufficient capacity to us in order to meet our requirements or fill our orders in a
timely manner. Finding a new co-packer that meets our criteria may take a significant
amount of time and resources, and once we have identified such new co-packer, we would
have to ensure that they meet our standards for quality control and have the necessary
capabilities, responsiveness, high-quality service and financial stability, among other
things, as well as have satisfactory labor, sustainability and ethical practices that align
with our requirements. We may need to assist that co-packer in building packaging and
processing capability which may further delay and increase the costs of including them in
our supply network. If we are unable to manage our supply chain effectively and ensure
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that our products are available to meet consumer demand, our sales might decrease, and
our business, financial condition, results of operations and cash flows may be materially
adversely affected.
We cannot guarantee that we will always be able to maintain or achieve satisfactory
economic terms with our existing co-packers. In addition, our co-packers may not have
the capacity to supply us with sufficient products to keep pace with our growth plans,
especially if we need significantly greater amounts of production capacity on short notice,
as we extend our supply chain to source coconuts from outside Thailand. In such cases,
our ability to pursue our growth strategy will depend in part upon our ability to develop
new manufacturing relationships and onboard them in a timely manner to meet our
expected demand. Our contracts with our suppliers may also expose us to contractual
disputes and liabilities, and there is no assurance that we will resolve such claims
satisfactorily, or at all. In such events, our business, results of operation and financial
condition may be materially and adversely affected.
Additionally, a natural disaster, fire, power interruption, work stoppage, labor
matters (including illness or absenteeism in workforce) or other calamity at the facilities
of our manufacturing and co-packing partners and any combination thereof would
significantly disrupt our ability to deliver our products and operate our business. These
partners may experience plant shutdowns or periods of reduced production because of
regulatory issues, equipment failure, loss of certifications, employee-related incidents
that result in harm or death, delays in raw material deliveries or as a result of the
pandemic (such as COVID-19 pandemic) or related response measures or other similar
natural emergencies. Any such disruption or unanticipated event may cause significant
interruptions or delays in our business and the reduction or loss of inventory may render
us unable to fulfill customer orders in a timely manner, or at all, which could materially
adversely affect our business, financial condition, results of operations and cash flows.
We are subject to risks relating to geographical concentration of our co-packers in
Thailand
As at the Latest Practicable Date, a significant majority of our co-packers are located
in Thailand, which subject us to risks relating to such geographical concentration, as our
co-packers may be affected by the political, economic, environmental, regulatory, social
and other conditions in Thailand such as economic recession, inflation, natural disasters
or related catastrophic events, changes in government or regulatory policies, changes in
labor conditions and implementation of export controls. In the event of a major disruption
to the operations of our co-packers in Thailand, there is no assurance that we will be able
to find suitable alternate co-packers for our products at similar costs, and for a similar
volume and quality of products. In such an event, our business, financial condition,
results of operations and prospects may be materially and adversely affected.
In 2024, we had 12 co-packers, all of whom were located in Thailand. Our co-packers
may be affected by changes in the political leadership, government policies and/or
relevant laws and regulations in Thailand. Any political or regulatory changes may affect
our co-packers, including the introduction of new laws and regulations or any
modification to the existing laws and regulations which impose and/or increase
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restrictions on the conduct of business, changes in interest rates, the taxation of goods and
services or changes to regulations relating to mandatory Thai shareholding entitlements.
Further, the Thailand government may intervene in the Thailand economy and
occasionally may make changes in policy, and the Thailand government’s policies have
included, among other things, wage and price controls, capital controls and limits on
imports. Other political uncertainties in Thailand include the risks of wars, terrorism,
nationalisation and expropriation. We have no control over such conditions and
developments. An adverse development relating to any of the abovementioned factors
may have a material and adverse effect on our co-packers and consequently, may
adversely affect our business operations, financial position, results of operations and
prospects.
We rely on third party logistic providers to deliver our products, logistic problems
could affect our ability to deliver products to our distributors
We do not operate warehouses, fulfillment centres or delivery fleet, and rely on
third party logistic providers to deliver our products from our suppliers to our
distributors. We depend in large part on the orderly operation of our logistic partners,
which depends, in turn, on timely delivery of product from co-packers, availability of
outbound and inbound shipping, and effective operations at the ports through which our
product flows. Any increase in transportation costs (including increases in fuel costs),
increased shipping costs, issues with overseas shipments or port or supplier-side delays,
reductions in the transportation capacity of carriers, labor strikes or shortages in the
transportation industry, disruptions to the national and international transportation
infrastructure and unexpected delivery interruptions or delays may increase the cost of,
and adversely impact our ability to provide quality and timely service to our distributors.
In addition, events beyond our control, such as disruptions in operations due to
natural or man-made disasters, inclement weather conditions, accidents, system failures,
power outages, political instability, physical or cyber break-ins, server failure, work
stoppages, slowdowns or strikes by employees, acts of terrorism, the outbreak of viruses,
widespread illness, infectious diseases, contagions and the occurrence of unforeseen
epidemics (such as COVID-19 pandemic) and other unforeseen or catastrophic events,
could damage the facilities of our logistic providers or render them inoperable, or effect
the flow of product to and from these facilities, or impact our ability to process customer
orders for an extended period of time. We could also incur significantly higher costs and
longer lead times associated with distributing inventory during the time it takes for our
logistic providers to reopen, replace or bring the capacity back to normal levels after a
disruption. There is no assurance that we will be able to pass all or any part of such
increase in costs to our customers. We may also need to raise our product prices in the long
run to maintain our gross margins, which may lead to lower demand for our products. In
such an event, our business, financial condition, results of operations and prospects may
be materially and adversely affected.
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In addition, the inability to fulfill, or any delays in processing, customer orders by
our logistic providers or any quality issues could result in the loss of distributors and
consumers, or the issuances of penalties, refunds or credits, and may also adversely affect
our reputation. The insurance we maintain for business interruption may not cover all risk
or be sufficient to cover all of our potential losses, and may not continue to be available to
us on acceptable terms, if at all, and any insurance proceeds may not be paid to us in a
timely manner.
We are exposed to credit risk with respect to our customers, and our business may be
materially and adversely affected if our customers default on their obligations
Our financial position and profitability are dependent on the timely payments and
creditworthiness of our customers. As of December 31, 2023 and 2024, our trade
receivables amounted to US$3.0 million and US$7.0 million, respectively. Our trade
receivables mostly represent trade receivables from customers for goods in transit. We
typically recognize trade receivable once delivery is made to the designated port. As such,
trade receivables mainly represent short-term outstanding payments for shipments that
are in transit. Despite our credit risk management efforts such as conducting regular
monitoring of outstanding receivables, our customers may still fail to make timely
payments or default on their obligations due to unforeseeable circumstances. In the event
of late payment or non-payment on the part of one or more of our main customers, our
business, financial condition, results of operations and prospects may be materially and
adversely affected.
We are also exposed to the risk of bad debts when our customers encounter financial
difficulties, insolvency, bankruptcy or liquidation or if they dispute or fail to fulfill their
payment obligations to us. There is no assurance that we will be able to collect our trade
receivables fully or within a reasonable period of time. Disputes that arise due to default
in payment by customers may also be time-consuming and costly for us, and we may not
be successful. In the event of any failure to collect our trade receivables fully or in a timely
manner, we may be required to make full or partial allowances for impairment of trade
receivables or write-off bad debts and this may have a material and adverse impact on our
Group’s business, financial condition, results of operations and prospects.
The costs of materials used to package our products may be volatile and may rise
significantly
Our co-packers are responsible for sourcing materials used to package our products,
which costs are included in co-packers’ fees. Volatility in the prices of our packaging
materials and other supplies that our co-packers purchase, could increase our cost of sales
and reduce our profitability. Moreover, we may not be able to implement price increases
for our products to cover any increased costs, and any price increases we do implement
may result in lower sales volumes or lost relationships. If our co-packers are not
successful in managing packaging costs, or if we are unable to increase our prices to cover
increased costs or if such price increases reduce our sales volumes, such increases in costs
will adversely affect our business, financial condition, results of operations and cash
flows.
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Further, changes in business conditions, pandemics, governmental regulations and
other factors beyond our control or that we do not presently anticipate could affect our
co-packers’ ability to receive components of such materials or the availability of such
components generally. The unavailability of any components could result in production
delays and idle manufacturing facilities which may increase our cost of operations and
render us unable to fulfill customer orders in a timely manner.
A reduction in demand for our coconut water products or a decrease in consumer
demand for coconut water generally would have an adverse effect on our financial
condition
Coconut water accounted for more than 85% of International Business’s revenue in
2022. Coconut water accounted for 93.8% and 95.6% of our revenue in 2023 and 2024,
respectively. We believe that sales of coconut water will continue to constitute a
significant portion of our revenue for the foreseeable future. Any material negative
change to consumer demand for our products or coconut water generally could materially
and adversely affect our business, financial condition and results of operations. We cannot
be certain that consumer demand for our other existing and future products will expand
to reduce this reliance on coconut water.
We are dependent on the general food and beverage industry
We are dependent on the food and beverage industry in the markets we operate. An
industry-wide increase in volume of activities may translate into increased demand for
our products. The level of activities in the food and beverage industry in these markets is
in turn dependent on, among others, consumers’ preferences, seasonal consumption
cycles, advertising and promotional activities, changes in weather, the state of the
respective country’s economy generally, including consumer spending power,
unemployment rates, taxation and inflation. If an economy is performing well and
consumers in that market have higher spending power, they are more likely to spend on
food and beverage products such as those offered by us. As such, a slump in the food and
beverage industry or the economy of the key markets we operate generally will adversely
affect our business, financial condition, results of operations and prospects.
We may not be able to successfully implement our future plans
There is no assurance that we will be able to effectively implement our future plans.
For example, as our business grows, we may need to expand our production capacity by
entering into new agreements with additional co-packers, whom we have no control over
their manufacturing facilities. The increased capacity may therefore not be ready in time
or our production capacity may not otherwise be successfully expanded.
Even if we are able to successfully implement our future plans, there is no assurance
that the results of such plans will lead to the outcomes and results we expect. The success
and viability of our future plans depend on many factors, some of which are not within
our control, such as the existence of favorable economic and political conditions, the
demand and needs of our customers and end consumers, and the commercial viability of
our future plans. For instance, in relation to our future plan to expand our existing
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business by offering our products to new regions and markets, the viability and/or
profitability of such expansion may be affected by factors including regulatory
environment, tariffs, the level of market acceptance of our products in such new markets,
the level of competition in such new markets, and an increase in freight costs for such new
markets.
Our future expansion may also involve expanding into countries for which we do
not have current knowledge and expertise and may involve expanding into less
developed countries, which may have less political, social or economic stability and less
developed infrastructure and legal systems. In addition, it may be difficult for us to
understand and accurately predict taste preferences and purchasing habits of consumers
in these new geographic markets. Further, our planned go-to-market strategies may not be
the optimal approach in certain markets and our choice of distribution partners may not
be optimal, which may require us to consider, develop and implement alternative entry
and marketing strategies or to pull out of those markets. This could be more costly to
implement or use more resources than we anticipated, which could have an adverse effect
on our results of operations.
Further, the implementation of our future plans may also require capital
expenditure, and it is costly to establish, develop and maintain international operations
and develop and promote our brands in international markets. Consequently, we may
require additional financing to fund our future plans. There is no assurance that these
future plans will pay off and increase our revenue to a level which will be commensurate
with the costs of our investment. In the event that our future plans are not satisfactorily
implemented, our business, operations, financial performance and prospects may be
adversely affected.
If we are not successful in forecasting future demand, our financial condition and
results of operations may be negatively affected
Our inventory consists of goods-in-transit to our customers. Our inventory
amounted to US$0.4 million and US$1.0 million in 2023 and 2024, respectively. Our
beverage and snack products have a shelf life of 12 months. We purchase inventory from
our co-packers on an as-needed basis based on the purchase orders we receive from our
customers, and we arrange for such products to be shipped from our suppliers to our
respective customers based on the customers’ purchase orders. We consolidate purchase
forecasts from our customers and relay such forecasts to our co-packers. Such purchase
forecasts are typically provided on an annual basis and subsequently updated every
quarter so our co-packers can better plan their sourcing and production. We typically
receive preliminary purchase orders from our customers on a monthly basis, for purchases
three months in advance. Based on such consolidated purchase orders, we place orders
with our co-packers to book their capacity.
We cannot predict the precise timing or quantity of purchases by our distributors or
whether any of such customers will continue to purchase products from us with the same
frequency and at volumes consistent with their past practice or to maintain historic
inventory levels. If we underestimate future demand for a particular product or do not
respond quickly enough to replenish our best-performing products or do not forecast mix
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changes, or otherwise fail to adjust to fill customer orders, we may have a shortfall in
inventory of such products, likely leading to unfulfilled orders and inventory shortages at
our customers.
On the other hand, we may also face the risk of inventory obsolescence. While our
fulfillment process is driven by customer orders, and our inventories consist solely of
goods-in-transit, there remains a risk that unexpected delays in transportation to our
customers’ designated ports could result in inventory becoming unsellable or requiring
discounting, given our products’ short shelf life. Any such losses could negatively impact
our results of operations.
Our sales may be influenced by seasonality
The consumption of packaged beverages and snacks is subject to seasonal
variations. Our sales increase in the lead-up to hot summer months and festive seasons,
such as Chinese New Year, as our distributors stock up in preparation for higher consumer
demand.
Sales can also fluctuate during the course of a financial year for other reasons,
including the timing of new product launches and marketing and promotion activities. In
addition, changes in weather or average temperature may cause fluctuations in demand
for our products, including unseasonable or unusual weather, which may disrupt our
operations and harm our financial performance.
Due to these fluctuations, comparisons of sales and operating results between
different periods within a financial year, between the same periods in different financial
years, or between different financial years, are not necessarily indicative of our
performance. Nor may our results for any interim period be indicative of the results to be
achieved for the entire fiscal year. Our financial condition and results of operations in the
future may continue to fluctuate throughout a year. Investors should not rely on interim
results as being indicative of results we may expect for the full year.
We may not be successful in our efforts to make acquisitions and successfully integrate
newly acquired products or businesses
We may in the future consider opportunities to acquire other products or businesses
that may complement our portfolio of brands and expand the breadth of our markets or
customer base. We may be unable to identify suitable targets, opportunistic or otherwise,
for acquisition in the future at acceptable terms or at all. In addition, exploring acquisition
opportunities may divert management attention from the core business and organic
growth, which could negatively impact our business, financial condition and results of
operations. If we identify a suitable acquisition candidate, our ability to successfully
implement the acquisition will depend on a variety of factors, including our ability to
obtain financing on acceptable terms consistent with any debt agreements existing at that
time and our ability to negotiate acceptable price and terms.
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The success of future acquisitions will be dependent upon our ability to effectively
integrate the acquired products and operations into our business. Integration can be
complex, expensive and time-consuming. The failure to successfully integrate acquired
products or businesses in a timely and cost-effective manner could materially adversely
affect our business, prospects, results of operations and financial condition. The diversion
of our management’s attention and any difficulties encountered in any integration process
could also have a material adverse effect on our ability to manage our business. In
addition, the integration process could result in the loss of key employees, the disruption
of ongoing businesses, litigation, tax costs or inefficiencies, or inconsistencies in
standards, any of which could adversely affect our ability to maintain the appeal of our
brands and our relationships with customers, employees or other third parties or our
ability to achieve the anticipated benefits or synergies of such acquisitions and could
harm our financial performance. Further, the future acquisition of a product or business
may cause us to deviate from our historically asset light business model if we were to
acquire production capabilities and facilities in connection therewith, and as a result
could increase our costs of operation.
We do not know if we will be able to identify acquisitions we deem suitable,
whether we will be able to successfully complete any such acquisitions on favorable terms
or at all, or whether we will be able to successfully integrate or realize the anticipated
benefits of any acquired products or businesses. Additionally, an additional risk inherent
in any acquisition is that we fail to realize a positive return on our investment.
AnychangeinpoliciesintheChineseeconomyorthebeverageindustryinChinacould
have an adverse impact on our business, results of operations and financial condition
92.0% of our revenue was derived from our customers in mainland China during the
Track Record Period. Accordingly, our financial condition and results of operations are
subject to economic, political and legal developments in China. China’s economy has
experienced significant growth in the past few decades, and Chinese government has
implemented various measures to encourage economic development and guide the
allocation of resources. Some of these measures benefit the overall economy in China, but
may not necessarily positively affect us. The success of our sales in China is affected by the
condition and growth of the food and beverage industry in China, which in turn depends
on macro-economic conditions and individual income levels in China. Any future
instability in the Chinese economy or consumer spending could affect our business,
results of operations and financial condition. In addition, the food and beverage market in
China could be affected by changing operating conditions in China. For example, the
reduction in tariffs on foreign products after further opening up of the Chinese market
and entry of more international brands may intensify competition in the food and
beverage market in China. The development of this market could also be affected by
evolving regulatory environment and government policies and other factors beyond our
control. Failure to effectively manage such risks may adversely affect our business, results
of operations and financial condition.
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There are risks relating to the structure of our shareholding of IFB Thailand
Our Company holds a minority shareholding interest in IFB Thailand. However our
Company is conferred 99.89% of voting control and 99.89% of dividend rights in IFB
Thailand, and accordingly a 99.89% beneficial interest in IFB Thailand, via a preference
share structure (“ IFB TH Structure”).
There are risks relating to the IFB TH Structure for which it may be deemed to be in
violation of the provision under Thai law governing foreign investment, i.e. the Foreign
Business Act, B.E. 2542 (1999) (the “ FBA”).
• The FBA is the primary law restricting foreign investments in Thailand by
prohibiting or restricting non-Thai nationals (including juristic entities with
at least half of their capital owned by non-Thai nationals) from engaging in
certain restricted businesses unless a foreign business license is obtained from
the Thai Ministry of Commerce (“ MOC”). As such, the FBA prohibits
foreigners from using nominee shareholding where a Thai national or Thai
entity holds shares in a Thai company on behalf of a foreigner to circumvent
such restrictions and any violation may potentially lead to the cessation of
their operations including penalties of imprisonment for up to three years or
fines ranging from THB100,000 to 1,000,000. In light of this, if General
Beverage is not genuine investor
(1) of IFB Thailand, the IFB TH Structure may
be deemed to be illegal and invalid leading to the cessation of IFB Thailand’s
operations and penalties. In such event, our control of IFB Thailand via the
IFB TH Structure may not provide control as effective as direct ownership of
majority of ordinary shares in IFB Thailand; and
• notwithstanding that the IFB TH Structure has been approved by the
shareholders’ meeting of IFB Thailand and registered under its articles of
association, there are contract-related risks, such as the legality, proper
operation and enforceability, and parties’ compliance with such
contract-conferred arrangements.
As at the Latest Practicable Date, our Company has not encountered any
interference or encumbrance from any governing bodies in relation to the IFB TH
Structure, or in relation to the portion Group’s business operations carried out via the IFB
TH Structure. However, in the event the IFB TH Structure is deemed not to be legally valid
in the future, IFB Thailand may be considered as a non-Thai entity and may be subject to a
restriction under the FBA. This could result in temporary disruption to its business
activities until a suitable corrective measure is adopted. Such correct measure could
include obtaining a foreign business license from the MOC, as the case may be. This
process may take between 6 to 12 months, and IFB Thailand, as a non-Thai entity, shall
also be subject to other restrictions or prohibitions under Thai law, such as the provision
under the Land Code which prohibits non-Thai entities from holding ownership over
(1) A shareholder of any Thai company may not be determined as a genuine investor if such shareholder
does not make any corresponding contribution to the capital of that Thai company using its own source
of funds and/or becomes a shareholder of that Thai company as a nominee appointed by another person.
RISK FACTORS
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land. IFB Thailand currently provides business coordination services to the Group, such
as administrative, logistics, and other support services. If IFB Thailand is not able to
obtain the foreign business license from the MOC, alternative legal structures and
arrangements are needed to ensure the continued provision of these essential support
services. These changes could require additional time and resources and may potentially
disrupt or delay the Group’s business operations in Thailand. In the event that IFB
Thailand is not able to obtain the foreign business license from the MOC nor could it adopt
alternative legal structure, and any violation is determined by court decisions or ruling of
any competent government authorities, IFB Thailand and, among others, its directors may
be subject to imprisonment of not exceeding three years, or a fine of THB100,000 to THB1
million, or both, and may be subject to an order to cease business operation according to
section 37 of the FBA, which may adversely affect our business, financial condition and
results of operations.
Our business depends substantially on the continuing efforts of our management and
other personnel
We attribute our success to-date to the contributions and expertise of our key
management personnel, who have valuable and extensive experience and knowledge in
their respective fields. Their technical know-how, industrial knowledge and relationships
with our customers and suppliers have been instrumental to the growth of our Company.
Our key management personnel are collectively responsible for and have been
instrumental in implementing our expansion plans and business strategies and driving
our growth. There is no assurance that we will be able to retain our key management
personnel. If one or more of our key management personnel are unable or unwilling to
continue in their present positions, we may not be able to replace them easily or at all and
thus, our business could be disrupted, and our business, financial condition, results of
operations, cash flows and prospects may be materially and adversely affected.
Further, if any of our key management personnel joins a competitor or forms a
competing company, we may lose customers, suppliers, expertise, and/or staff. While we
have put in place provisions with our Executive Director relating to non-competition and
confidentiality obligations, we cannot assure you that such non-competition and
confidentiality restrictions will always be observed by the relevant personnel, be held to
be enforceable by a court, or that the departure will not cause disruption to our operations
or customer relationships, or materially and adversely impact our business, financial
condition, results of operations and prospects.
Further, the continued service of, and our ability to attract, train, motivate and/or
retain, our key management personnel is important to the performance and continued
success of our business. In the event that we need to increase employee compensation
levels substantially to attract and/or retain any key management and/or other personnel,
our expenses relating to employee benefits may increase in a manner that materially and
adversely affects our business, financial condition, results of operations and prospects.
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We may require additional funding for our future growth which may not be available
on terms favorable to us or at all
While our existing operations are not materially dependent on third party funding,
we may require additional funding for our future growth. Although we have identified
our business strategies and future plans as set out in the section entitled “Business —
Strategies” of this Prospectus as viable avenues to pursue growth in our business, the net
proceeds due to us from the Global Offering may not be sufficient to fully cover the
estimated costs of implementing all these plans. In addition, there may also be
opportunities to grow and expand from time to time which may require additional
funding and which cannot be predicted at this juncture.
Our ability to obtain adequate financing on terms which are acceptable to us
depends on a number of factors, such as our financial strength, our creditworthiness and
our prospects, and other factors that are beyond our control, including general economic,
industry, liquidity and political conditions, the terms on which financial institutions are
willing to extend credit to us and the availability of other sources of debt financing or
equity financing. There is no assurance that we will be able to obtain additional funding in
a timely manner and on terms that are acceptable to us or at all. If we require additional
funds and cannot raise them on acceptable terms, we may not be able to:
• execute our business strategies and future plans; or
• take advantage of future opportunities, including synergistic acquisitions.
Further, additional equity financing may result in dilution of the shareholdings of
our shareholders. Debt financing may include conditions that would restrict our freedom
to operate our business, such as conditions that:
• limit our ability to pay dividends or require us to seek consents to do so;
• require us to maintain financial ratios;
• require us to dedicate a portion of our cash flow from operations for the
payment of our debt, thereby reducing the availability of our cash flow to
fund capital expenditures, working capital and other general corporate
purposes; and
• limit our flexibility in planning for changes in our business and industry in
the future, such as conditions that may restrict or require consents for
corporate restructuring, or additional financing or fund-raising.
If we are unable to procure the additional funding that may be required to fund the
development and expansion of our business on favorable terms or at all, our business,
financial condition, results of operations and prospects may be materially and adversely
affected.
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We may be subject to litigation, claims or other disputes in our ordinary course of
business, and may not always be successful in defending ourselves against such claims
We may from time to time be involved in disputes arising from contracts entered
into with our customers, suppliers, end consumers or other third parties. Additionally,
because some of the International Business’s customer and supplier relationships were
continued by us, we may be subject to disputes arising from matters concerning the
International Business before the Business Restructuring, although no such dispute had
been brought to our attention as of the Latest Practicable Date. Such claims could result in
time-consuming and costly litigation, arbitration, administrative proceedings or other
legal procedures, where the outcomes of these types of proceedings could be uncertain
regardless of the merits. Expenses we incur in legal proceedings or arising from claims
brought by or against us may also materially and adversely affect our business, financial
condition, results of operations and prospects. In addition, legal proceedings resulting in
unfavorable judgements or findings, or settlements to avoid further proceedings, may
harm our corporate image and reputation, cause current customers to terminate their
business relationships with us and potential customers to seek other partners, or cause
financial losses and damage our prospects of entering into future contracts, any of which
would materially and adversely affect our business, financial condition, results of
operations and prospects. Even if we are successful in defending ourselves against these
actions, we may incur significant costs and divert management’s attention and resources
in such defense.
We face risks related to counterfeit products and knockoffs
We may encounter situations where unauthorized third parties sell products under
our brand name or trademark, or under similar brand names or trademarks, without
obtaining the necessary license or authorization from us. Legal action to address such
infringements, counterfeit products and knockoffs could be costly and may divert
management’s focus and resources away from our core business activities. The presence of
unauthorized products in the market may also tarnish our reputation, as consumers may
struggle to distinguish between authentic and counterfeit products or knockoffs, which
may result in consumer complaints or disputes. Any inadequate detection and handling of
counterfeit products and knockoffs could harm our reputation and have a material and
adverse impact on our business, results of operations and financial condition.
We are exposed to risks of outbreaks of communicable diseases such as the COVID-19
pandemic
The outbreak of any communicable disease that escalates into a regional or global
pandemic may have a material and adverse effect on business, operations, financial
performance and prospects. Although the exact nature and magnitude of the impact of
such diseases cannot currently be predicted, previous occurrences of communicable
diseases have had an adverse effect on the economies of those countries in which they
were prevalent. For example, the COVID-19 pandemic has caused, and continues to cause,
severe impact on global, regional and national economies and disruptions to international
trade and business activity. The COVID-19 pandemic has resulted in, among others,
ongoing travel and transportation restrictions, prolonged closures of workplaces,
RISK FACTORS
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businesses and schools, lockdowns in certain countries, disruptions to the global supply
chains and increased volatility in capital and securities markets. We may face delays
associated with the collection of receivables from our customers as a result of such
restrictions or economic slowdown caused by pandemics which may materially and
adversely affect our cash flows. Further, in the event that certain countries impose travel
bans on cargos and/or containers, it would lead to reduction in international flow of
goods and affect our business.
The outbreak of an infectious disease, widespread communicable diseases or any
other serious public health concerns in Asia and elsewhere may have far-reaching impacts
which affect us and our customers, suppliers and other business partners. In the event of
the outbreak of such diseases or if such diseases cannot be contained in an effective and
timely manner, business, operations, financial performance and prospects may be
materially and adversely affected.
Any fraud, bribery or other misconduct committed by our employees, customers or
other third parties may subject us to financial losses and adverse publicity
We may be exposed to fraud, bribery, or other misconduct committed by our
employees, customers or other third parties, which could subject us to financial losses and
penalties from governmental authorities. Our internal control procedures may be unable
to identify all non-compliance, suspicious transactions, fraud, corruption, bribery or other
misconduct in a timely manner, or prevent or deter such instances. Our risk management
systems and internal control capabilities are limited by the information and risk
management tools or technologies available to us. Our ability to implement and maintain
stringent internal control may be affected by our expansion in business scale and business
scope. If any such misconduct of third parties committed against our interests occurs, we
may suffer from negative publicity and reputational damage, or even become subject to
litigation and other proceedings, as well as administrative or criminal penalties for such
misconduct, thereby adversely affecting our business and results of operations.
Any defect of our IT systems or any failure to comply with relevant data privacy and
information security laws can damage our reputation and subject us to legal
proceedings and regulatory scrutiny
We increasingly rely on information technology (IT) systems to process, transmit
and store information in relation to our operations. A significant portion of the
communications between our employees and our co-packers, suppliers, customers and
consumers depends on IT. Our IT systems are subject to various risks beyond our control,
including natural disasters, telecommunications failures, power outages, computer
viruses, hackers and other security issues. Any such interruption to our IT systems could
disrupt our operations and negatively impact our production and ability to fulfill sales
orders, which may adversely affect our business and results of operations.
In addition, the laws and regulations regarding privacy and data protection in the
jurisdiction we operate in are generally complex and evolving. If we are unable to comply
with the applicable data protection and information security laws, or to address any data
privacy and protection concerns, such actual or alleged failure could damage our
RISK FACTORS
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reputation, impair our brand image and could subject us to significant legal, financial and
operational consequences. If our network security is compromised, and such information
is stolen or obtained by unauthorized persons or used inappropriately, we may become
subject to litigation and other proceedings brought by customers and relevant authorities.
Any such proceedings could divert our management’s attention, result in significant
financial losses and expenses, and negatively affect consumers’ perception of our brands.
Furthermore, we may from time to time implement, modify and upgrade our IT
systems and procedures to support our growth and the development of our business.
These modifications and upgrades require investment and may not achieve the
anticipated effects or returns of investments, thereby adversely affecting our results of
operations and financial condition.
Our insurance coverage may be insufficient to cover our potential liabilities or losses
We have purchased standard insurance policy for office insurance. See “Business —
Insurance.” Our insurances may not provide adequate coverage for all the risks in
connection with our business operations. If we were to incur substantial losses and
liabilities that are not covered by our insurance policies, we may be required to bear our
losses to the extent that our insurance coverage is insufficient. As a result, we could suffer
significant costs, which could have an adverse effect on our financial condition and results
of operations.
We are exposed to foreign exchange fluctuation and translation risks
Substantially all of our sales are made in US$, while our import expenses are not
matched in the same currency and are predominantly made in THB, being the currency of
the country where our suppliers are based. Our sales are mainly transacted in US$,
including sales to our Chinese customers. US$ is assessed to be our functional currency.
Foreign exchange fluctuations largely arise from our sales or purchases made in
currencies other than US$, mainly THB and SGD. Foreign exchange translation risks arise
from translating the financial statements of our subsidiaries into US$ for consolidation
purposes. We will continue to monitor our foreign exchange exposure and will employ a
formal policy to manage our foreign exchange exposure more effectively, as advised by
our internal consultant.
In addition, our consolidated financial statements are presented in US$, while the
functional and presentation currency of our subsidiary, IFB Thailand, is recorded in THB.
We are therefore exposed to foreign exchange translation risks when THB is translated
into US$ upon consolidation. Any currency exchange gain or loss resulting from the
translation is recognized as other comprehensive income and accumulated in the foreign
currency translation reserve, under equity. If the resulting translation differences are
significant, they may materially affect the results and our shareholders’ funds position.
Save for the impact arising from the translation of our import expenses
denominated in foreign currencies into THB, the foreign exchange gains or losses and the
foreign exchange translation risks when THB is translated into US$ upon consolidation as
set out above, our financial statements and financial performance is not expected to be
materially affected by significant fluctuations in exchange rates.
RISK FACTORS
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RISKS RELATING TO GLOBAL OFFERING AND OUR SHARES
TherehasbeennopriorpublicmarketforourSharesandtheliquidityandmarketprice
of our Shares may be volatile
Prior to the completion of the Global Offering, there has been no public market for
our Shares. There can be no guarantee that an active trading market for our Shares will
develop or be sustained after the completion of the Global Offering. The Offer Price is the
result of negotiations between our Company and the Sole Overall Coordinator (for itself
and on behalf of the Underwriters), which may not be indicative of the price at which our
Shares will be traded following the completion of the Global Offering. The market price of
our Shares may drop below the Offer Price at any time after completion of the Global
Offering.
ThetradingpriceofourSharesmaybevolatile,whichcouldresultinsubstantiallosses
to you
The trading price of our Shares may be volatile and could fluctuate widely in
response to factors beyond our control. In particular, the performance and fluctuation of
the market prices of other companies with business operations related to China that have
listed their securities in Hong Kong may affect the volatility in the price of and trading
volumes for our Shares. A number of China-related companies have listed their securities,
and some are in the process of preparing for listing their securities, in Hong Kong. The
share price of some of these companies have experienced significant volatility, including
significant price declines after their initial public offerings. The trading performances of
the securities of these companies at the time of or after their offerings may affect the
overall investor sentiment toward companies listed in Hong Kong and consequently may
impact the trading performance of our Shares. These factors may significantly affect the
market price and volatility of our Shares, regardless of our actual operating performance.
Future sales or perceived sales of substantial amounts of our Shares in the public
marketcouldnegativelyaffectthepriceofourSharesandourabilitytoraiseadditional
capital in the future
The market price of our Shares could decline as a result of future sales of a
substantial number of our Shares or other securities relating to our Shares in the public
market, the issuance of new shares or other securities, or the perception that such sales or
issuances may occur. Future sales, or perceived sales, of substantial amounts of our
securities, including any future offerings, could also materially and adversely affect our
ability to raise capital at a specific time and on terms favorable to us. Equity-linked
securities issued by us may also confer rights and privileges that take priority over those
conferred by the Shares.
You will incur immediate and substantial dilution and may experience further dilution
if we issue additional Shares in the future
The Offer Price of the Offer Shares is higher than the net tangible asset value per
Share immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares
RISK FACTORS
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in the Global Offering will experience an immediate dilution in unaudited pro forma
consolidated net tangible asset value. To expand our business, we may consider offering
and issuing additional Shares in the future. Purchasers of the Offer Shares may experience
dilution in the net tangible asset value per Share of their Shares if we issue additional
Shares in the future at a price that is lower than the net tangible asset value per Share at
that time.
There can be no assurance that we will declare and distribute any amount of dividends
in the future
During the period from December 8, 2022 to December 31, 2023 and year ended
December 31, 2024, we declared dividends with an amount of US$8.0 million and US$11.5
million, respectively, which were settled in cash. We also declared a final dividend for the
year of 2024 totalling US$28.0 million for the year ended December 31, 2024 in February
2025, which was settled in cash. On June 4, 2025, we declared dividends in the aggregate
amount of US$14 million out of historical retained profit to Shareholders to be settled
before the Listing. There can be no assurance that we will declare and distribute a similar
amount or any amount of dividends in the future. The declaration, payment, and amount
of any future dividends are subject to the discretion of our Directors, after taking into
account our results of operations, financial condition, cash requirements and availability,
and other factors as they may deem relevant, and subject to the approval at a
shareholders’ meeting. We may not have sufficient or any profits to enable us to distribute
dividends to our shareholders in the future, even if our financial statements indicate that
our operations have been profitable.
The Hong Kong Takeovers Code and the Singapore Takeover Code will apply to the
Company upon the Listing.
Upon the Listing, as a company incorporated in Singapore with a listing on the
Stock Exchange, both the Hong Kong Takeovers Code and the Singapore Takeover Code
will apply to the Company.
There are certain differences between the requirements under the Hong Kong
Takeovers Code and the Singapore Takeover Code. For example, while the mandatory
general offer threshold is 30% of the voting rights of a company under both the Hong
Kong and Singapore Takeover Codes, the “creeper rule” is different. Under the “creeper
rule”, a mandatory general offer is required to be made where a person and his concert
parties hold not less than 30% but not more than 50% of the voting rights and such persons
(a) (under the Singapore Takeover Code) acquire in any period of six months additional
shares carrying more than 1% of the voting rights or (b) (under the Hong Kong Takeovers
Code) acquires additional voting rights and such acquisition has the effect of increasing
that person’s holding of voting rights of the company by more than 2% from the lowest
percentage holding of that person in the 12-month period ending on and inclusive of the
date of the relevant acquisition. For further details of the Singapore Takeover Code, see
“Appendix III — Summary of the Constitution of the Company and Singapore Company
Law — Takeovers.” Unless the Securities Industry Council of Singapore disapplies the
relevant provisions of the Singapore Takeover Code or the SFC grants a waiver from strict
compliance with the relevant provisions of the Hong Kong Takeovers Code, Shareholders
RISK FACTORS
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and potential investors of the Company will need to comply with the stricter of the
requirements under both codes. Any dispensation under the Singapore Takeover Code or
the Hong Kong Takeovers Code will be granted only in exceptional cases and there is no
assurance that any such dispensation will be granted.
Foreign investors may find it difficult to enforce foreign judgments obtained against
the Company or the Directors
The Company is a holding company organized as a public limited company
incorporated in Singapore with business operations conducted through various
subsidiaries. All of the Directors and the officers of the Company reside outside of Hong
Kong. In addition, substantially all of the assets of the Company and assets of its Directors
and officers are located outside of Hong Kong.
As a result, it may not be possible for foreign investors to effect service of process
within the relevant jurisdiction upon the Company or its Directors and officers located
outside the relevant jurisdiction or to enforce, in foreign courts, judgments obtained
against them in foreign courts, including judgments predicated upon the civil liability
provisions of foreign securities laws. It also may not be possible for Hong Kong investors
to effect service of process within Hong Kong upon the Company or its Directors and
officers located outside Hong Kong or to enforce, in the Hong Kong courts or outside
Hong Kong, judgments obtained against them in the Hong Kong courts or in courts
outside Hong Kong, including judgments predicated upon the civil liability provisions of
Hong Kong securities laws.
Certain statistics contained in this prospectus are derived from publicly available
official sources
This prospectus, particularly the section headed “Industry Overview,” contains
information and statistics relating to the food and beverage industry in China and
internationally. Such information and statistics have been derived from various official
governments and other publications. We believe that the sources of such information are
appropriate, and we have taken reasonable care in extracting and reproducing such
information. We have no reason to believe that such information is false or misleading in
any material respect or that any fact has been omitted that would render such information
false or misleading in any material respect. The information and statistics from official
government sources have not been independently verified by the Company, the Sole
Sponsor, Sole Sponsor-Overall Coordinator, Sole Overall Coordinator, Sole Global
Coordinator, Sole Bookrunner, Joint Lead Managers, the Underwriters, any of our or their
respective Directors, executive officers or representatives or any other person involved in
the Global Offering and no representation is given as to their accuracy. You should
therefore not place undue reliance on such information. In addition, we cannot assure you
that such information is stated or compiled on the same basis or with the same degree of
accuracy as or consistent with similar statistics presented elsewhere, and such
information may not be complete or up-to-date. In any event, you should consider
carefully the importance placed on such information or statistic.
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You should read the entire prospectus carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering
There may have been, prior to the publication of this prospectus, and there may be,
subsequent to the date of this prospectus but prior to the completion of the Global
Offering, press and media coverage regarding us, our business, our industry and the
Global Offering. Such press and media coverage may include references to certain
information that does not appear in this prospectus, including certain operating and
financial information and projections, valuations and other information. None of us, the
Sole Sponsor, Sole Sponsor-Overall Coordinator, Sole Overall Coordinator, Sole Global
Coordinator, Sole Bookrunner, Joint Lead Managers, the Underwriters or any other person
involved in the Global Offering has authorized the disclosure of any such information in
the press or media coverage, or accepts any responsibility for any such press or media
coverage or the accuracy or completeness of any such information or publication.
Accordingly, prospective investors should not rely on any such information or
publication in making their decision whether to invest in our Shares. Prospective
investors are reminded that, in making their investment decisions as to whether to
purchase our Shares, they should rely only on the financial, operational, and other
information included in this prospectus. By applying to purchase our Shares in the Global
Offering, you will be deemed to have agreed that you will not rely on any information
other than that contained in this prospectus.
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In preparation of the Global Offering, the Company has sought the following
waivers from strict compliance with the relevant provisions of the Listing Rules and
exemptions from strict compliance with the relevant provisions of the Companies
(WUMP) Ordinance:
PRESENTATION OF FINANCIAL INFORMATION
Rules 4.04(1) and 4.04(3)(a) of the Listing Rules respectively provide that the
accountant’s report for a new applicant must include:
(a) the results of the issuer (or if the issuer is a holding company, the consolidated
results of the issuer and its subsidiaries) in respect of each of the three
financial years immediately preceding the issue of the prospectus or such
shorter period as may be acceptable to the Stock Exchange; and
(b) the statement of financial position of the issuer (and if the issuer is a holding
company, the consolidated statement of financial position of the issuer and its
subsidiaries) as at the end of each of the three financial years to which the
latest audited financial statements of the issuer have been made up.
Section 342(1)(b) and the Third Schedule of the Companies (WUMP) Ordinance
provide that a prospectus shall include:
(a) a statement as to the gross trading income or sales turnover of the issuer (as
may be appropriate) during each of the three financial years immediately
preceding the issue of the prospectus including an explanation of the method
used for the computation of such income or turnover, and a reasonable
break-down between the more important trading activities (paragraph 27 of
Part I of the Third Schedule); and
(b) a report prepared by the issuer’s auditor with respect to profits and losses and
assets and liabilities of the issuer in respect of each of the three financial years
immediately preceding the issue of the prospectus (paragraph 31 of Part II of
the Third Schedule).
Section 342A(1) of the Companies (WUMP) Ordinance provides that the SFC may
issue, subject to such conditions (if any) the SFC thinks fit, a certificate of exemption from
compliance with the relevant requirements under the Companies (WUMP) Ordinance, if,
having regard to the circumstances, the SFC considers that the exemption will not
prejudice the interests of the investing public and compliance with any or all of such
requirements would be irrelevant or unduly burdensome, or otherwise unnecessary and
inappropriate.
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We have applied to the Stock Exchange and the SFC, and have been granted (1) a
waiver from strict compliance with Rules 4.04(1) and 4.04(3)(a) of the Listing Rules and (2)
a certificate of exemption under section 342A(1) of the Companies (WUMP) Ordinance
from strict compliance with the requirements under paragraph 342(1)(b) in relation to the
matters specified under paragraph 27 of Part I and paragraph 31 of part II of the Third
Schedule to the Companies (WUMP) Ordinance, respectively, such that we can present in
this prospectus financial information covering only the two most recent financial years
immediately preceding the issue of this prospectus.
This waiver and exemption were granted on the basis that the Business
Restructuring constituted a fundamental shift in business model from the International
Business’ manufacturing and sales operations to the Group’s asset-light distribution only
business model, which is an exceptional circumstance. Such fundamental shift in business
model renders it irrelevant and unduly burdensome to prepare the Group’s financial
information for the year ended December 31, 2022, taking into consideration of the
following aspects:
(a) the Group’s new asset-light business model: before the Business
Restructuring, the International Business was operated under a partial
internal production model, which involves both sales and manufacturing
operations. After the Business Restructuring, the Group transitioned to a fully
outsourced manufacturing approach, without the need to supply raw
materials while relying entirely on co-packers to manufacture and package its
products. In contrast to the asset-heavy model of the International Business,
the Group focuses on building a strong brand recognition for if and Innococo
brands and expanding their presence and penetration in the global markets
(excluding Thailand);
(b) new partnership with the co-packers: before the Business Restructuring, the
services provided by third-party co-packers under the International Business
were limited to basic bottling services for a bottling fee, and General Beverage
would supply the coconut water and other ingredients to the co-packers. After
the Business Restructuring, the co-packers are responsible for both
manufacturing and packaging products, and the Group is not a supplier of
coconut water or any other ingredients to the co-packers. The Group
continued all necessary business relations previously managed by the
International Business, including the distributors and the co-packers, but
enters into contracts with different terms corresponding to the
above-mentioned changes. Also see “History, Reorganisation and Corporate
Structure — 2. Business Restructuring”;
(c) new risk profiles : the Business Restructuring significantly altered the
Group’s risk profile, reducing its exposure to certain operational and financial
risks:
(i) Inventory risk: Post-Business Restructuring, the Company minimized
inventory risk by adopting an outsourced manufacturing model. Since
production is now aligned with specific orders placed with co-packers,
and products are shipped directly from co-packers to the end
distributors, the risk of overproduction or holding excess inventory has
been significantly reduced.
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(ii) Capital expenditure : The shift from internal production to outsourced
eliminated the need for significant capital investments in production
facilities and equipment. This not only reduced financial risk but also
improved cash flow flexibility.
(iii) Supply chain flexibility : Partnering with multiple local co-packers has
diversified the supply chain. This reduces the risk of production
disruptions and improves the Company’s ability to adapt to regional
market demands.
The waiver and exemption were granted on the following grounds:
(a) case-specific circumstances of the Company:
(i) a fundamental shift from the International Business’ asset-heavy
manufacturing business model to the Group’s asset-light distribution
only business model after the Business Restructuring. As illustrated
above, after the Business Restructuring, the Group transited into a new
asset-light business model with distribution operations only, featured
with a new partnership with the co-packers and significantly altered
risk profiles;
(ii) the Business Restructuring solely driven by trademark transfer. As the
Business Restructuring only involved the transfer of the if and Innococo
trademarks, such transfer of trademarks does not constitute a transfer of
“business” under IFRS 3 Business Combinations . Accordingly, the
business operated by the Group following the Business Restructuring
was not considered part of General Beverage’s operations. Given there
was no acquisition or control of the International Business from General
Beverage by the Group, no business combination occurred and no
merger accounting can be applied. Also see “Financial Information —
Selected Financial Information of the International Business”;
(iii) the International Business never being separately managed prior to the
Business Restructuring. The International Business was part of General
Beverage’s business, and was only considered one of the revenue
streams or business lines of General Beverage. General Beverage
managed its three core business lines as a single integrated business
under one legal entity, with all the operational functions, including
procurement, manufacturing, human resources, administration,
research and development as well as finance shared across General
Beverage’s business lines and undertaken by General Beverage on an
integrated basis. It did not maintain separate accounting records for all
accounts for its three business lines. Also see “History, Reorganisation
and Corporate Structure — Establishment and Development of the
Group”;
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(b) no meaningful comparison of the 2022 financial information: the
comparison of the Group’s financial information for the year ended December
31, 2022 with the two most recent financial years immediately preceding the
issue of this prospectus, being the years ended December 31, 2023 and 2024,
would not be meaningful considering the fundamental shift to the Group’s
asset-light distribution only business model after the Business Restructuring,
which also renders it unduly burdensome, or even impossible to compile the
financial information of the International Business for the year ended
December 31, 2022 in compliance with the guidance of HKSIR 200 Appendix 2;
(c) non-prejudice to the interests of the investing public: non-disclosure of the
Group’s financial information for the year ended December 31, 2022 would
not prejudice the interests of the investing public, as the financial information
of the Group for the two years ended December 31, 2023 and December 31,
2024 accurately represents the Group’s current margin profile, cost structure,
and operational focus on product development, marketing, and distribution,
which differ from the pre-Business Restructuring model. Such financial
information would provide potential investors with adequate, the most
relevant and up-to-date information to make an informed assessment of the
Group’s business, assets and liabilities, financial position, management and
prospects;
(d) alternative disclosure in the prospectus: the Company has provided
alternative disclosure, which includes the history and development of
General Beverage and the International Business, information of the Business
Restructuring (including the nature, rationale and impact of such Business
Restructuring), the difficulties in applying the merger accounting and
adopting the “carve-out” approach in compliance with HKSIR 200, key
operating data and financial data of the International Business for the year
ended December 31, 2022 in this prospectus. See “History, Reorganisation and
Corporate Structure”, “Business” and “Financial Information”. As such, the
Directors and the Sole Sponsor are of the view that all material information
with respect to the International Business and the Group’s business have been
provided to the potential investors, and that the waiver and exemption would
not prejudice the interests of the investing public; and
(e) satisfaction of Rule 8.05(3): the Company fulfills the eligibility requirement
under Rule 8.05(3) on the grounds that:
(i) Trading record of at least three financial years: although the Group
was only incorporated in December 2022, the International Business has
been operated for more than three financial years preceding to this
submission. In addition, the Company’s primary brand, the if brand, has
been created by its Controlling Shareholder since 2013 and has been in
continuous operation for over 11 years.
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(ii) Management continuity for at least the three preceding financial
years: notwithstanding the Business Restructuring, the management
continuity for the Group has not been disrupted. Our core management
who are the most relevant and responsible group of individuals for the
daily management of the International Business (before the Business
Restructuring) and the business of the Group (after the Business
Restructuring) is comprised of our executive Directors and Ms. Ong
Ying Shyun, each of whom is also a member of the senior management
of the Group.
For the three years ended December 31, 2022, 2023 and 2024 and up to
the Latest Practicable Date, most of the core management members have
either served as a director or a member of the senior management (1) in
respect of the International Business (before the Business Restructuring)
or (2) of the Company and/or its subsidiaries (after the Business
Restructuring). Also see “Directors and Senior Management.”
(iii) Ownership continuity and control for the most recent audited
financial year: there has been no change in the Controlling
Shareholders for the year ended 31 December 2024 and up to the date of
this application.
(iv) Market capitalization: the Company expects to have a market
capitalization of more than HK$4,000,000,000 at the time of the Listing.
(v) Adequate revenue: the Company’s total revenue for the year ended
December 31, 2024 amounted to US$157.6 million, which is more than
the HK$500 million threshold as required under Rule 8.05(3) of the
Listing Rules.
MANAGEMENT PRESENCE IN HONG KONG
Rule 8.12 of the Listing Rules provides that a new applicant for listing on the Stock
Exchange must have a sufficient management presence in Hong Kong and, under normal
circumstances, at least two of the new applicant’s executive directors must be ordinarily
resident in Hong Kong.
Our headquarters are located in Singapore. Substantially all the executive Directors
and members of the senior management of the Company currently reside in Thailand or
Singapore. As such, the Company does not and, in the foreseeable future, will not be able
to comply with the requirements of Rule 8.12 of the Listing Rules for sufficient
management presence in Hong Kong.
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Accordingly, pursuant to Rule 8.12 of the Listing Rules, the Company has applied to
the Stock Exchange for, and the Stock Exchange has granted the Company, a waiver from
strict compliance with the requirements under Rule 8.12 of the Listing Rules, provided
that the Company implements the following arrangements:
(i) the Company has appointed Mr. Pongsakorn Pongsak and Ms. Nga Sim Wong
as the authorized representatives of the Company (the “Authorized
Representatives” ) for the purpose of Rule 3.05 of the Listing Rules. The
Authorized Representatives will serve as the Company’s principal channel of
communication with the Stock Exchange. They can be readily contactable by
phone, fax and email to deal promptly with enquiries from the Stock Exchange
and will also be available to meet with the Stock Exchange to discuss any
matters on short notice. The contact details of the Authorized Representatives
have been provided to the Stock Exchange;
(ii) all the Directors who are not ordinarily resident in Hong Kong possess or can
apply for valid travel documents to visit Hong Kong and can meet with the
Stock Exchange within a reasonable period. In addition, each Director has
provided (if available) his/her contact details, including office phone
numbers, mobile phone numbers, email addresses and fax numbers, to the
Authorized Representatives and to the Stock Exchange. In the event that a
Director expects to travel, he/she will endeavor to provide the phone number
of the place of his/her accommodation to our Authorized Representatives or
maintain an open line of communication via his/her mobile phone. The
Directors have also provided the contact information of their emergency
contacts to the Authorized Representatives, so that each of the Authorized
Representatives would be able contact all the Directors (including the
independent non-executive Directors) promptly at all times if and when the
Stock Exchange wishes to contact the Directors; and
(iii) the Company has appointed Gram Capital Limited as its compliance adviser
for the period commencing on the Listing Date and ending on the date on
which the Company complies with Rule 13.46 of the Listing Rules in respect of
the Company’s financial results for the first full financial year commencing
after the Listing Date, or until the agreement is terminated, whichever is
earlier. The Company’s compliance adviser will act as the Company’s
additional and alternative channel of communication with the Stock
Exchange, and its representatives will be readily available to answer enquiries
from the Stock Exchange.
QUALIFICATIONSOFREPORTINGACCOUNTANTSANDAUDITORSOFANNUAL
ACCOUNTS
Rule 4.03 of the Listing Rules requires that reporting accountants must be
independent both of the issuer and of any other company concerned to the same extent as
that required of an auditor under the Companies Ordinance and in accordance with the
requirements on independence issued by the Hong Kong Institute of Certified Public
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Accountants or the International Federation of Accountants (the “ IFAC”). Subject to Rules
4.03(1) and 4.03(2) of Listing Rules, accountants’ reports must normally be prepared by
practising accountants who are registered and not prohibited under the Accounting and
Financial Reporting Council Ordinance (Cap. 588) (the “ AFRCO”, as amended from time
to time) from holding any appointment as auditors of a company.
Rule 4.03(1) further provides that, where the preparation of an accountants’ report
constitutes a PIE Engagement under the AFRCO, the issuer must normally appoint a firm
of practising accountants that is a Registered PIE Auditor under the AFRCO.
Rule 19.20 of the Listing Rules provides that the annual accounts of an overseas
issuer must be audited by a person, firm or company who must be a practising accountant
of good standing. Such person, firm or company must also be independent of the overseas
issuer to the same extent as that required of an auditor under the Companies Ordinance
and in accordance with the requirements on independence issued by the IFAC and, if the
overseas issuer’s primary listing is or is to be on the Stock Exchange, must be either:
(a) a Registered PIE Auditor under the AFRCO; or
(b) an overseas firm of practising accountants that is a Recognised PIE Auditor of
that issuer under the AFRCO.
Paragraph 43 of Part III of the Third Schedule to the Companies (WUMP) Ordinance
requires an accountants’ report shall be made by persons who are not prohibited under
section 20AAZZR of the AFRCO from holding any appointment as auditors of a company.
Ernst & Young LLP , the statutory auditor of the Company and IFB Singapore, is a
limited liability partnership registered in Singapore under the Limited Liability
Partnerships Act 2005. However, it is not a certified public accountant (practising), a CPA
firm or a corporate practice (as defined under the AFRCO) to hold an appointment as
auditors of the Company. Accordingly, the Company has applied to the Stock Exchange
for a waiver from strict compliance with Rule 4.03 of the Listing Rules and to the SFC for
a certificate of exemption under Section 342A of the Companies (WUMP) Ordinance
exempting the Company from strict compliance with paragraph 43 of Part III of the Third
Schedule to the Companies (WUMP) Ordinance to permit the Company to appoint Ernst &
Young LLP as the reporting accountants of the Company to prepare an accountants’ report
on historical financial information of the Group for the years ended December 31, 2023
and December 31, 2024 for the following reasons:
(a) The Company is incorporated and headquartered in Singapore, and IFB
Singapore, the Company’s subsidiary which is also incorporated in Singapore,
has also been the Group’s principal operating company after the Business
Restructuring. Ernst & Young LLP is a limited liability partnership registered
in Singapore under the Limited Liability Partnerships Act 2005. Ernst & Young
LLP has geographical proximity and familiarity with the International
Business and the Group.
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(b) Ernst & Young LLP is the statutory auditor of the Company and IFB Singapore
under the applicable Singapore laws. The Company and IFB Singapore have
engaged Ernst & Young LLP since March 2024 and September 2023,
respectively, as the auditors of their respective statutory accounts under the
applicable Singapore laws.
(c) It would be unduly burdensome and unnecessary to appoint another
accounting firm qualified under the AFRCO to act as the Company’s reporting
accountants because Ernst & Young LLP has been appointed as the statutory
auditor of the Company and IFB Singapore since their incorporation. Ernst &
Young LLP’s existing knowledge of the Group’s financials and operations
would lead to more efficient reporting. Appointing a new accounting firm
would also necessitate an onboarding process to gain knowledge of the
Group’s financials and operations and an extensive review of the historical
financial information which have already been audited by Ernst & Young LLP .
(d) Ernst & Young LLP is registered with Accounting and Corporate Regulatory
Authority (“ ACRA”), which is a regulator of business registration, financial
reporting, public accountants and corporate service providers in Singapore.
ACRA is a member of the International Forum of Independent Audit
Regulators. In addition, the Monetary Authority of Singapore, which is the
integrated financial markets regulator in Singapore, is a full signatory to the
IOSCO MMOU. Ernst & Young LLP has also been approved by AFRC as a “PIE
auditor” as defined under section 3A of the AFRCO of the Company on March
12, 2025.
(e) Ernst & Young LLP is a member firm of Ernst & Young Global Limited, a
global leader in assurance, tax, strategy and transactions, and consulting
services. All member firms of the Ernst & Young Global Limited adopt a
consistent global audit approach which is designed to support consistency of
service quality and adherence to the framework of audit methodology set out
in the Ernst & Young Global Audit Methodology. Reviews are performed on
member firms on an annual basis to ensure that adherence to the framework of
audit methodology set out in the Ernst & Young Global Audit Methodology is
upheld by all member firms.
(f) Ernst & Young LLP is independent of the Group in accordance with ACRA’s
Code of Professional Conduct and Ethics for Public Accountants and
Accounting Entities.
(g) Monetary Authority of Singapore, being the securities regulator of Singapore,
is a signatory to the International Organization of Securities Commissions
Multilateral Memorandum of Understanding concerning Consultation and
Cooperation and the Exchange of Information.
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(h) Both the Engagement Partner (“ EP”) and Engagement Quality Control
Reviewer (“EQCR”) for the Company audit are registered with Institute of
Singapore Chartered Accountants. Ernst & Young LLP has provided audit
services to clients in similar business as the Company, giving them the
necessary capabilities and experience. In addition, collectively the EP , EQCR
and the other members of the key engagement team have experience auditing
other Ernst & Young LLP clients (including multinationals and PIEs) similar to
the Company.
(i) Ernst & Young LLP will report on the Group’s financial statements in this
Prospectus and annual accounts in accordance with the International
Financial Reporting Standards issued by the International Accounting
Standards Board and audit the financial statements in accordance with the
International Standards on Auditing as issued by the International Auditing
and Assurance Standards Board. Ernst & Young LLP will conduct the audit of
the Company in accordance with the International Standards on Auditing
following the completion of the Listing.
(j) Ernst & Young LLP is an expert in this Prospectus and will be liable under the
Companies (WUMP) Ordinance in the same way as reporting accountants
qualified under the AFRCO.
Based on the foregoing, (a) Ernst & Young LLP is most appropriately placed to act as
the Company’s reporting accountants, and it would be unduly burdensome and
unnecessary for the Company to engage a different auditor qualified under the AFRCO to
act as its reporting accountants; and (b) Ernst & Young LLP is a firm of accountants
acceptable to the Stock Exchange to act as the auditors of the Group following the
completion of the Listing under Rule 19.20 of the Listing Rules.
The Stock Exchange has granted a waiver from strict compliance with Rule 4.03 of
the Listing Rules and the SFC has granted a certificate of exemption under Section 342A of
the Companies (WUMP) Ordinance exempting the Company from strict compliance with
paragraph 43 of Part III of the Third Schedule to the Companies (WUMP) Ordinance.
The Company proposes to appoint Ernst & Young LLP as its auditor after the
Listing.
CONTINUING CONNECTED TRANSACTIONS
The Group has entered into, and are expected to continue, certain transactions with
General Beverage that will constitute continuing connected transactions under Chapter
14A of the Listing Rules after the Listing. The Company has applied to the Stock Exchange
for, and has been granted, a waiver from strict compliance with certain requirements of
Chapter 14A of the Listing Rules. Details of such transactions, together with the relevant
waiver granted are set out in “Connected Transactions.”
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DIRECTORS’RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including the proposed independent
non-executive Directors) collectively and individually accept full responsibility, includes
particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter
571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving
information to the public with regard to our Group. Our Directors, having made all
reasonable enquiries, confirm that to the best of their knowledge and belief, the
information contained in this prospectus 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 this prospectus or any statement in this prospectus misleading.
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public
Offering which forms part of the Global Offering. For applicants under the Hong Kong
Public Offering, this prospectus contains the terms and conditions of the Hong Kong
Public Offering. The Global Offering comprises the Hong Kong Public Offering of initially
4,166,800 Shares and the International Offering of initially 37,500,000 Shares (subject, in
each case, to reallocation on the basis described in “Structure of the Global Offering” in
this prospectus).
The listing of the Offer Shares on the Hong Kong Stock Exchange is sponsored by the
Sole Sponsor. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong
Public Offering is underwritten by the Hong Kong Underwriters on a conditional basis,
with one of the conditions that the Offer Price is agreed between the Sole Overall
Coordinator (for itself and on behalf of the Underwriters) and us. The International
Offering is managed by the Sole Overall Coordinator and is underwritten by the
International Underwriters. The International Underwriting Agreement is expected to be
entered into on or about the Price Determination Date, subject to agreement on the Offer
Price between the Company and the Sole Overall Coordinator (for itself and on behalf of
the Underwriters).
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in “How to
Apply for Hong Kong Offer Shares” in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set out in
“Structure of the Global Offering” in this prospectus.
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RESTRICTIONS ON OFFER AND SALE OF SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public
Offering will be required to confirm, or be deemed by his or her acquisition of Hong Kong
Offer Shares to confirm, that he or she is aware of the restrictions on offers and sales of the
Offer Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares or the
general distribution of this prospectus in any jurisdiction other than Hong Kong.
Accordingly, this prospectus may not be used for the purposes of, and does not constitute,
an offer or invitation in any jurisdiction or in any circumstances in which such an offer or
invitation is not authorized or to any person to whom it is unlawful to make such an offer
or invitation. The distribution of this prospectus and the offering and sales of the Offer
Shares in other jurisdictions are subject to restrictions and may not be made except as
permitted under the applicable securities laws of such jurisdictions pursuant to
registration with or authorization by the relevant securities regulatory authorities or an
exemption therefrom.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of listing of, and permission
to deal in, our Shares in issue, any Shares to be issued pursuant to the Global Offering
(including any new Shares underlying any Awards which may be issued pursuant to the
2025 Share Incentive Scheme). Except for our pending application to the Hong Kong Stock
Exchange for the listing of, and permission to deal in, the Shares, no part of our Shares or
loan capital is listed on or dealt in on any other stock exchange, and no such listing or
permission to list is being or proposed to be sought in the near future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotments made in respect of any applications will be invalid if the listing
of, and permission to deal in, the Offer Shares on the Hong Kong Stock Exchange is
refused before the expiration of three weeks from the date of the closing of the application
lists, or such longer period (not exceeding six weeks) as may, within the said three weeks,
be notified to the Company by the Hong Kong Stock Exchange.
COMMENCEMENT OF DEALINGS IN THE SHARES
Dealings in the Shares on the Main Board of the Hong Kong Stock Exchange are
expected to commence at 9:00 a.m. on Monday, June 30, 2025. The Shares will be traded in
board lots of 200 Shares each. The stock code of the Shares will be 6603.
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SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, our Shares on the
Hong Kong Stock Exchange and our compliance with the stock admission requirements of
HKSCC, our Shares will be accepted as eligible securities by HKSCC for deposit, clearance
and settlement in CCASS with effect from the Listing Date or any other date HKSCC
chooses. Settlement of any transactions between participants of the Hong Kong Stock
Exchange is required to take place in CCASS on the second settlement day after any
trading day. All activities under CCASS are subject to the General Rules of HKSCC and
HKSCC Operational Procedures in effect from time to time. Investors should seek the
advice of their stockbroker or other professional advisors for details of the settlement
arrangements as such arrangements may affect their rights and interests. All necessary
arrangements have been made for our Shares to be admitted into CCASS.
SHARE REGISTER OF MEMBERS AND STAMP DUTY
Our principal register of members will be maintained by our principal share
registrar, Boardroom Corporate & Advisory Services Pte. Ltd., in Singapore, and our Hong
Kong register of members will be maintained by the Hong Kong Share Registrar, Tricor
Investor Services Limited, in Hong Kong.
Dealings in the Shares will be subject to Hong Kong stamp duty. For further details
of Hong Kong stamp duty, please seek professional tax advice.
DIVIDENDS PAYABLE TO HOLDERS OF SHARES
Unless determined otherwise by our Company, dividends payable in respect of the
Shares will be paid to the Shareholders listed on the Share register of our Company in
Hong Kong, by ordinary post, at the Shareholders’ risk, to the registered address of each
Shareholders of our Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their
professional advisors if they are in any doubt as to the tax implications of subscribing for,
purchasing, holding, disposing of and dealing in our Shares or exercising rights attached
to them. None of the Company, the Sole Sponsor, the Sole Sponsor-Overall Coordinator,
the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Joint
Lead Managers, the Capital Market Intermediaries, or the Underwriters, any of their
respective directors, officers, employees, agents, affiliates or advisors or any other
persons or parties involved in the Global Offering accepts responsibility for any tax effects
on, or liabilities of, any person resulting from the subscription, purchase, purchasing,
holding, disposing of or dealing in, or the exercise of any rights in relation to, our Shares.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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LANGUAGE
If there is any inconsistency between this prospectus and the Chinese translation of
this prospectus, this prospectus shall prevail. Translated English names of Chinese laws
and regulations, governmental authorities, departments, entities (including certain of our
subsidiaries), institutions, natural persons, facilities, certificates, titles and the like
included in this prospectus and for which no official English translation exists are
unofficial translations for identification purposes only. In the event of any inconsistency,
the Chinese name prevails.
ROUNDING
In this prospectus, where information is presented in hundreds, thousands, ten
thousands, millions or hundred millions, certain amounts of less than one hundred, one
thousand, ten thousand, one million or hundred million, as the case may be, have been
rounded to the nearest hundred, thousand, ten thousand, million or hundred million,
respectively. Amounts presented as percentages have, in certain cases, been rounded to
the nearest tenth or hundredth of a percent. Any discrepancies in any table or chart
between totals and sums of amounts listed therein are due to rounding.
CURRENCY TRANSLATIONS
Solely for your convenience, certain translations among amounts in Singapore
dollars, HK dollars or US dollars are contained in this prospectus. None should be
regarded as and be interpreted as an amount in one currency that can be on the relevant
dates or any other dates actually converted into that in another currency at the rates below
or cannot be converted at all. Unless otherwise specified:
(i) all amounts in Singapore dollars are translated into HK dollars at an exchange
rate of SGD0.16 to HK$1.00;
(ii) all amounts in Singapore dollars are translated into US dollars at an exchange
rate of SGD1.29 to US$1.00; and
(iii) all amounts in HK dollars are translated into US dollars at an exchange rate of
HK$7.85 to US$1.00.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–8 1–


--- page 93 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Pongsakorn
Pongsak
Floor 5 14/1 Soi Saladaeng 1
Sathorn Nua Road Silom,
Bangrak, Bangkok 10500,
Thailand
Thai
Ms. Metaphon
Pornanektana
52 Mahaisawan Road, Samrae,
Thonburi, Bangkok 10600,
Thailand
Thai
Ms. Vipada
Kanchanasorn
41 Soi Vachiratamsatit
56 Sukumvit 101/1 Rd.,
Prakanong Bangkok 10260,
Thailand
Thai
Non-executive Director
Mr. Tawat Kitkungvan 96/142 Bright Condominium,
Floor 33 Soi Sukhumvit 24,
Sukhumvit Rd, Khlong Tan,
Khlong Toei, Bangkok 10110,
Thailand
Thai
Independent Non-executive Directors
Mr. Thavee
Thaveesangsakulthai
365/9 Siphraya Rd.,
Bangrak, Bangkok,
Thailand
Thai
Ms. Songvilai
Jiraphothong
1232/60 Supalai Riva Grand
Condominium,
Chong Nonsi Subdistrict,
Yannawa District, Bangkok,
Thailand 10120
Thai
Ms. Pathamakorn
Buranasin
289/31 Grand Bangkok Boulevard
Village Ratchaphruek-Pinklao,
Bang Chueak Nang Road,
Bang Chueak Nang Sub-district,
Taling Chan District, Bangkok 10170,
Thailand
Thai
Ms. Supansa
Kusonpattana
Piriyaporn
Block 625 Ang Mo Kio Avenue 9,
#02-92
Singapore 560625
Thai
For further details, see “Directors and Senior Management”.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 2–


--- page 94 ---
PARTIES INVOLVED
Sole Sponsor CITIC Securities (Hong Kong) Limited
18/F One Pacific Place
88 Queensway
Hong Kong
Sole Sponsor-Overall
Coordinator
CLSA Limited
18/F One Pacific Place
88 Queensway
Hong Kong
Sole Overall Coordinator CLSA Limited
18/F One Pacific Place
88 Queensway
Hong Kong
Sole Global Coordinator,
Sole Bookrunner,
Joint Lead Manager and
Capital Market Intermediary
CLSA Limited
18/F One Pacific Place
88 Queensway
Hong Kong
Joint Lead Manager and
Capital Market Intermediary
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
Financial Adviser to
the Company
Black Dragon Asset Management Limited
26/F, Queen’s Road Centre
152 Queen’s Road Central
Central, Hong Kong
Legal Advisers to the Company As to Hong Kong and U.S. laws:
Freshfields
55th Floor, One Island East
Taikoo Place, Quarry Bay
Hong Kong
As to Singapore law:
Dentons Rodyk & Davidson LLP
80 Raffles Place
#33-00 UOB Plaza 1
Singapore 048624
As to Thailand law:
Weerawong, Chinnavat & Partners Ltd.
39th Floor, 1 Park Silom Tower
Convent Road, Silom, Bangrak
Bangkok, Thailand
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 3–


--- page 95 ---
Legal Advisers to the Sole
Sponsor and the
Underwriters
As to Hong Kong and U.S. laws:
Clifford Chance
27/F, Jardine House
One Connaught Place
Hong Kong
Auditor and Reporting
Accountants
Ernst & Young LLP
Public Accountants and Chartered Accountants in
Singapore
Recognised Public Interest Entity Auditor under the
Financial Reporting Council Ordinance (Cap. 588)
18/F, One Raffles Quay, North Tower,
Singapore 048583
Industry Consultant China Insights Industry Consultancy Limited
10F, Block B, Jing’an International Center
88 Puji Road, Jing’an District
Shanghai
Receiving Bank Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
Hong Kong Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Banker Citibank N.A. Singapore
8 Marina View
#21-00 Asia Square Tower 1
Singapore 018960
Company’s Website www.iffamily.com
(A copy of this prospectus is available on the Company’s
website. Except for the information contained in this
prospectus, none of the other information contained on
the Company’s website forms part of this prospectus)
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 4–


--- page 96 ---
Registered Office and
Headquarters
6 Battery Road
#03-01 Six Battery Road
Singapore 049909
Principal Place of Business in
Thailand
Unit 1201 12th Floor, 1011 Supalai Grand Tower
Rama III, Chong Nonsi
Yannawa, Bangkok
Principal Share Registrar Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632
Place of Business in Hong
Kong Registered under Part
16 of the Companies
Ordinance
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Singapore Company
Secretaries
Mr. Li Chuan Hsu
(an advocate and solicitor of the Supreme Court of the
Republic of Singapore)
80 Raffles Place
#33-00 UOB Plaza
Singapore 048624
Ms. Bee Leng Chew
(an associate member of The Chartered Governance
Institute and the Chartered Secretaries Institute of
Singapore)
80 Raffles Place
#33-00 UOB Plaza
Singapore 048624
Hong Kong Company Secretary Ms. Nga Sim Wong
(an associate member of The Hong Kong Chartered
Governance Institute and The Chartered Governance
Institute in the United Kingdom)
Room 1916, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong
CORPORATE INFORMATION
–8 5–


--- page 97 ---
Authorized Representatives Mr. Pongsakorn Pongsak
14/1 North Sathorn Road
Soi Sathorn 2, Silom
Bangrak, Bangkok
Thailand
Ms. Nga Sim Wong
Room 1916, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong
Audit Committee Ms. Songvilai Jiraphothong (Chairperson)
Mr. Thavee Thaveesangsakulthai
Ms. Pathamakorn Buranasin
Remuneration and Appraisal
Committee
Ms. Pathamakorn Buranasin (Chairperson)
Mr. Thavee Thaveesangsakulthai
Ms. Songvilai Jiraphothong
Nomination Committee Mr. Thavee Thaveesangsakulthai (Chairperson)
Ms. Songvilai Jiraphothong
Ms. Pathamakorn Buranasin
Compliance Adviser Gram Capital Limited
Room 1209
12/F, Nan Fung Tower
88 Connaught Road Central/
173 Des Voeux Road Central
Central
Hong Kong
CORPORATE INFORMATION
–8 6–


--- page 98 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from different official government publications, available sources
from public market research and other sources from independent suppliers, and from the
independent industry report prepared by CIC (the “ CIC Report”). We engaged CIC to prepare
the CIC Report in connection with the Global Offering. We believe that the sources of this
information are appropriate sources for such information and have taken reasonable care in
extracting and reproducing such information. We have no reason to believe that such
information is false or misleading or that any fact has been omitted that would render such
information false or misleading. The information from official government sources has not
been independently verified by us, the sponsor, the overall coordinator, the underwriters or
any other party involved in the global offering and no representation is given as to its
accuracy.
OVERVIEW OF THE GLOBAL RTD SOFT BEVERAGE MARKET OVERVIEW
Market Overview
RTD (Ready-to-drink) soft beverages refer to non-alcoholic, ready-to-drink
beverages that exclude solid beverages, dairy products, and freshly made drinks. The
market encompasses a diverse range of products, categorized based on their primary raw
materials, including: (i) packaged drinking water, (ii) tea beverages, (iii) juice beverages,
(iv) functional beverages, (v) coffee beverages, (vi) carbonated beverages, (vii) protein
beverages, and (viii) other RTD soft beverages.
Market Size
The global RTD soft beverage market has experienced consistent growth, reaching
USD1,131.7 billion in 2024, up from USD934.5 billion in 2019, representing a CAGR of
3.9% over the past five years. Future projections indicate an accelerated expansion, with
the market anticipated to grow at a CAGR of 6.1% from 2024 to 2029, and is expected to
reach USD1,519.4 billion by 2029.
Market size of the RTD soft beverage industry in terms of retail sales value
(1),
global, by region, 2019-2029E
USD billion
293.3 240.7 255.5 285.7 314.5 327.3 358.6 388.5 421.5 458.2 499.6
39.0 39.3 42.2
47.0 50.8
54.6
58.7
63.2
44.9
40.1 44.3 47.3 47.4 48.0
49.8
53.5
58.0
62.7
67.7
119.2
118.6 137.1 135.9 135.2 138.4
149.8
161.1
172.5
183.7
194.7
212.7
182.9
207.3
223.5
255.1 275.4
286.2
299.2
313.2
324.7
337.9
216.1
191.2
221.5
250.8
277.4
289.9
300.7
311.2
322.0
333.2
344.8
2019
34.8
2020
34.3
2021
36.2
2022 2023 2024 2025E 2027E 2028E 2029E
934.5
817.2
910.0
989.3
1,079.0
1,131.7
1,202.8
1,275.3
1,353.0
1,432.7
1,519.4
2026E
North America
Europe
Greater China
Middle East
Southeast Asia
Australia
ROW
CAGR
2024-2029E
CAGR
2019-2024
6.1%3.9%
T otal
3.5%6.0%1,600
1,400
1,200
1,000
800
600
400
200
0
4.2%5.3%
7.1%3.0%
7.1%1.4%
8.4%1.6%
1.8%2.6%
8.8%2.2%
9.0 9.9 9.8 10.1 10.6 10.7 11.0
9.3
11.2
11.4
11.6
Source: International Monetary Fund, China Insights Consultancy
Note:
(1) Retail sales value refers to the sales value of products at end price to consumers.
INDUSTRY OVERVIEW
–8 7–


--- page 99 ---
Market size of the RTD soft beverage industry in terms of retail sales value,
global, by category, 2019-2029E
USD billion
15.2
80.1 92.9 102.0 113.2 131.3 141.6 152.6 164.0 176.5
17.3
22.2
329.2
82.7
402.6 422.6 443.7 466.2 488.7 513.2137.9
121.0
315.7
133.3
351.2
141.7
384.5
154.2 161.6 169.3 177.1 185.4
194.0
203.2
68.2
62.4
68.6
69.7
74.2 77.2
83.0
88.2
93.4
98.5
104.2
261.8
222.3
247.7
271.9
295.4
307.6
331.0
355.5
382.4
410.8
442.5
2019
281.9
2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E
934.5
817.2
910.0
989.3
1,079.0
1,131.7
1,202.8
1,275.3
1,353.0
1,432.7
1,519.4
2026E
Tea beverage
Packaged drinking water
Juice beverage
Carbonated beverage
Functional beverage
Coffee beverage
Protein beverage
Other RTD beverage
CAGR
2024 -2029E
CAGR
2019 -2024
6.1%3.9%
Total
7.5%3.3%1,800
600
1,200
0
6.2%2.5%
4.7%3.2%
5.0%4.1%
7.7%8.0%
5.6%1.8%
6.9%3.2%
3.5%1.9%
24.1 24.2 25.9 27.2 28.6 30.2 31.810.8
16.7
22.0
8.9
19.4
23.5
10.8
19.2
22.9
14.1
19.3
16.8
20.2
121.5
18.2
21.5
19.1
22.9
19.9
24.5
20.3
26.2
19.9
28.2
Source: International Monetary Fund, China Insights Consultancy
Greater China
The RTD soft beverage industry in Greater China has grown from USD119.2 billion
in 2019 to USD138.4 billion in 2024, reflecting a CAGR of 3.0%. The market is expected to
continue expanding at a CAGR of 7.1%, reaching USD194.7 billion by 2029.
Greater China includes mainland China, Hong Kong, Macau, and Taiwan. In
mainland China, the RTD soft beverage industry has expanded from USD112.7 billion in
2019 to USD131.4 billion in 2024 and is projected to further grow at a CAGR of 7.1%
reaching USD185.4 billion by 2029. In Hong Kong, the market has grown from USD2.4
billion in 2019 to USD2.5 billion in 2024 and is expected to expand at a CAGR of 4.4%,
reaching USD3.1 billion by 2029. Hong Kong market is a comparatively mature market
with its per capita consumption of RTD soft beverage over 30% higher than that of
mainland China market, which resulted in its slower growth compared with mainland
China.
The RTD soft beverage industry in Macau and Taiwan has grown from USD0.2
billion and USD3.9 billion in 2019 to USD0.2 billion and USD4.3 billion in 2024,
respectively. The RTD soft beverage industry in Macau and Taiwan is expected to further
grow to USD0.3 billion and USD5.9 billion in the next five years.
INDUSTRY OVERVIEW
–8 8–


--- page 100 ---
Market size of the RTD soft beverage industry in terms of retail sales value,
Greater China, by region, 2019-2029E
USD billion
2019 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E 2026E
CAGR
2024-2029E
CAGR
2019-2024
200
150
100
50
0
2.4 2.1 2.4 2.3 2.4 2.5 2.6 2.7 2.8 3.0 3.14.8 5.0 5.3 5.6 5.9
112.7 112.3
130.3 129.2 128.3 131.4
142.2 153.1
164.0 174.9 185.4
4.2
0.2
4.2
0.2
4.2
0.2
4.3
0.2 0.2 0.30.2 0.3 0.3 0.3
119.2 118.6
135.9 135.2 138.4
149.8
161.1
137.1
183.7
194.7
4.1
0.23.9
172.5
Mainland China
Taiwan
Hong Kong
Macau
7.1%3.0%Total
7.1%3.1%
6.2%2.4%
4.4%0.6%
5.0%0.8%
Source: National Bureau of Statistics, China Beverage Industry Association, International Monetary Fund, China
Insights Consultancy
Market size of the RTD soft beverage industry in terms of retail sales value,
Greater China, by category, 2019-2029E
USD billion
1.9
9.3
12.3
11.3 10.6
14.9 14.9
9.7 9.8
16.7 17.9
10.2 10.8
19.1 20.4
11.3
21.7
10.7
14.6
9.5
18.8
8.9
15.4
20.3
20.9
22.2 23.7
24.0
25.2
25.7
27.0
27.3
14.8
16.5
17.2
16.9
17.1
17.3
14.4
19.3
19.1
17.8
18.9
18.6
18.0
18.3
18.5 19.1
19.3
20.6
21.9
22.4
23.2
24.4
25.8
18.5 18.4
21.0 20.6 21.3 22.2
24.3
26.3
28.3
30.2
32.2
26.1 27.6
32.3 32.1 32.0 32.3
34.9
37.6
40.5
43.6
47.0
2019
14.9
2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E
119.2 118.6
137.1 135.9 135.2 138.4
149.8
161.1
172.5
183.7
194.7
2026E
Tea beverage
Packaged drinking water
Juice beverage
Carbonated beverage
Functional beverage
Coffee beverage
Protein beverage
Other RTD beverage
CAGR
2024 -2029E
CAGR
2019 -2024
7.1%3.0%
Total
7.8%4.4%
200
100
0
7.7%3.7%
6.2%2.2%
7.2%3.2%
7.5%4.9%
4.9%3.7%
7.0%1.2%
3.8%-1.4%
2.4 2.4 2.3 2.3 2.5 2.6 2.7 2.8 3.0
2.1
Source: National Bureau of Statistics, China Beverage Industry Association, International Monetary Fund, China
Insights Consultancy
INDUSTRY OVERVIEW
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--- page 101 ---
The projected growth of mainland China’s RTD soft beverage market will primarily
be driven by the following factors:
• Rising disposable income and growing per capita demand for RTD soft beverages.
Rising urbanization rates and per capita disposable income in China are
driving stronger purchasing power for RTD soft beverages, contributing to
sustained market growth. Despite this upward trend, per capita RTD soft
beverage consumption in mainland China remains significantly lower than in
developed markets, standing at 130.2L in 2024, compared to 402.4L in the US,
188.1L in Japan, and 174.4L in Hong Kong. This consumption gap highlights
the untapped market potential and presents significant opportunities for
further expansion in the Chinese RTD soft beverage market.
• Sales channel diversification. Traditional and modern channels continue to
dominate China’s RTD soft beverage market, leveraging their unique
consumer engagement opportunities and essential role in fulfilling diverse
consumption scenarios. However, the rise of diversified sales channels,
particularly social e-commerce and food service platforms supported by
integrated delivery services, has significantly enhanced the consumer
purchasing experience and is increasingly gaining traction among consumers.
These emerging channels improve accessibility and convenience, effectively
addressing evolving consumer expectations.
• Growing health awareness. Chinese consumers are placing greater emphasis on
health in their food and beverage choices. Concepts such as zero/low sugar,
zero/low calorie, additive-free, plant-based, and functional ingredients are
gaining traction in China’s RTD soft beverage market. This shift is driven by
increasing nutritional awareness, global health trends, and concerns over
lifestyle-related health issues. As a result, demand for functional and low
sugar beverages is rising, positioning them ahead of traditional beverage
types in both popularity and market growth.
• Continuous product development and market segmentation. Leading RTD soft
beverage companies in China are continuously expanding their product
portfolios and broadening their presence across various categories to meet
evolving consumer preferences and diverse consumption scenarios. Notably,
the boundaries between beverage segments are becoming increasingly
blurred, driving the emergence of new products, including various types of
near-water beverages such as coconut water, flavoured water, carbonated
water, vitamin water, electrolyte water, and Chinese-style plant-based water.
These beverages combine functional nutrients with diverse flavours, catering
to the growing demand from health-conscious consumers by offering
enhanced hydration, a wider range of taste options, and additional nutritional
benefits.
INDUSTRY OVERVIEW
–9 0–


--- page 102 ---
• Growing consumer interest in unique regional tastes. Chinese consumers are
increasingly seeking authentic regional flavours, such as HK-style milk tea,
lemon tea, ASEAN coffee and milk tea. This trend reflects a growing appetite
for diverse, culturally rich beverages that offer novelty and personalization,
as consumers explore global flavours that enhance their drinking experiences.
Brands are capitalizing on this demand by offering unique drinks that blend
traditional recipes with modern twists.
• International brands entering the Chinese market. The entry of international and
foreign brands into China is introducing global-quality and premium
products that cater to the sophisticated tastes of Chinese consumers. These
brands are intensifying market competition, raising consumer expectations.
Their presence is expanding the diversity of the beverage market while
accelerating premiumization, as consumers place greater emphasis on quality
and authenticity.
North America
The RTD soft beverage industry in North America has grown from USD216.1 billion
in 2019 to USD289.9 billion in 2024, reflecting a CAGR of 6.0%. The market is expected to
further expand at a CAGR of 3.5%, slightly slower than the past due to the maturity of the
North America’s RTD soft beverage industry, reaching USD344.8 billion by 2029.
The North American RTD soft beverage market comprises the U.S. and Canada. In
the U.S., the RTD soft beverage industry has grown from USD204.9 billion in 2019 to
USD275.9 billion in 2024, at a CAGR of 6.1%. It is expected to grow at a CAGR of 3.4% to
reach USD326.8 billion in 2029. The RTD soft beverage industry in Canada has grown from
USD11.2 billion in 2019 to USD13.9 billion in 2024 at a CAGR of 4.5%. It is expected to
further grow to USD18.1 billion at a CAGR of 5.3% in the next five years.
The RTD soft beverage market in North America is a mature and highly competitive
industry. Key drivers and trends shaping the market include: (i) growing focus on
premium and natural ingredients, as companies align with evolving consumer
preferences, (ii) increasing adoption of sustainable packaging, as brands seek to reduce
their environmental footprint, (iii) rising health consciousness, leading to increased
demand for low-sugar and functional beverages, (iv) continuous product development,
with brands introducing new flavours, formulations, and functional benefits, (v) rising
influence of e-commerce platforms, offering greater accessibility and personalized
purchasing experiences.
Australia
The RTD soft beverage industry in Australia has grown from USD9.3 billion in 2019
to USD10.6 billion in 2024 at a CAGR of 2.6%. It is expected to further grow to USD11.6
billion by 2029 at a CAGR of 1.8%.
INDUSTRY OVERVIEW
–9 1–


--- page 103 ---
The RTD soft beverage market in Australia is driven by several key factors and
emerging trends, including (i) increasing health awareness and diversified consumer
demand, with rising preference for low-sugar and functional beverages, especially
plant-based protein drinks and sugar-free tea gaining popularity, (ii) the rapid growth of
electrolyte and energy drinks, driven by the expansion of sports scenarios and increasing
penetration among white-collar workers, (iii) the rational drinking trend accelerating the
premiumization of non-alcoholic beverages, further enriching market choices, (iv)
enhanced supply chain resilience becoming a key focus for industry players, and (v) the
growing emphasis on sustainability, prompting companies to adopt environmentally
friendly packaging and carbon-neutral operations.
Southeast Asia
The RTD soft beverage industry in Southeast Asia has grown from USD39.0 billion
in 2019 to USD42.2 billion in 2024, and is expected to further grow to USD63.2 billion at a
CAGR of 8.4%.
In Singapore, the RTD soft beverage industry has grown from USD7.7 billion in 2019
to USD10.3 billion in 2024, at a CAGR of 5.9%. It is expected to grow at a CAGR of 8.3% to
reach USD15.4 billion by 2029.
The RTD soft beverage market in Southeast Asia is driven by several key factors,
including (i) a growing demand for cold beverages throughout the year due to the region’s
hot climate, (ii) economic growth supporting increased consumer spending, (iii) a
growing young population structure accelerating consumption upgrades, (iv) the
expansion of e-commerce channels enhancing accessibility and convenience, (v)
government policy support including industrial upgrading, investment attraction, and
tax incentives, continues to foster market growth, and (vi) rising health awareness driving
demand for healthier and functional beverage options.
OVERVIEW OF THE GLOBAL COCONUT WATER-RELATED BEVERAGE MARKET
Market Overview
In the global RTD soft beverage market, juice beverages take up 14.9% in 2024 in
terms of retail sales value. The global juice beverage industry has grown from USD137.9
billion in 2019 to USD161.6 billion in 2024, reflecting a CAGR of 3.2%. Over the next five
years, the industry is projected to continue its upward trajectory at a CAGR of 4.7%,
reaching USD203.2 billion by 2029. The coconut water-related beverage is one of the
fastest-growing sub-categories within the global RTD soft beverage market. As a category
of the juice beverage market, the global coconut water-related beverage market represents
3.1% of the entire global juice beverage market size in 2024, and is expected to grow to
4.2% in 2029.
INDUSTRY OVERVIEW
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--- page 104 ---
Market size of juice beverage industry in terms of retail sales value,
global, by category, 2019-2029E
USD billion
2019 2029E
240
120
180
60
0
76.1
110.8
59.3
137.9 83.9
203.2
Coconut water-related beverage
Other pure juice
Medium and low concentration juice
CAGR 2024-2029ECAGR 2019-2024
4.7%3.2%Total
11.1%14.7%
3.8%3.3%
5.0%2.7%
2023
83.3
66.7
154.2
2022
77.5
60.6
141.7
2021
73.0
57.6
133.3
2020
66.8
51.7
121.0
2024
86.8
69.8
161.6
2025E
91.2
72.5
169.3
2026E
95.6
75.1
177.1
2027E
100.4
77.9
185.4
2028E
105.5
80.8
194.0
2.5
8.5
4.3
3.6
2.8
2.4
5.0
5.7
6.4
7.1
7.8
Source: International Monetary Fund, China Insights Consultancy
Coconut water is the naturally occurring clean liquid inside young coconuts and is
valued for its hydration and nutritional benefits. Coconut water-related beverage is made
from coconut water as the main raw material, with or without food additives, through the
process of blending, sterilization, packaging, etc. Coconut water-related beverages
include coconut water, and other coconut water-related beverages such as coconut water
with pulp, and sparkling coconut water.
Coconut water-related beverages offer a range of health benefits, making them an
increasingly popular choice among health-conscious consumers. Naturally low in calories
and fat, they serve as a refreshing alternative to sugary beverages for those seeking a
healthier lifestyle. Rich in essential electrolytes such as potassium, sodium, magnesium,
and calcium, coconut water supports hydration and fluid balance in the body.
Additionally, it contains bioactive compounds including cytokinins, phenolic acids, and
vitamin C, which contribute to its antioxidant and anti-inflammatory properties, helping
to combat oxidative stress. Furthermore, coconut water-related beverages are known to
aid digestion and metabolism through bioactive enzymes that promote gut health and
enhance nutrient absorption, reinforcing their functional appeal in the wellness beverage
segment.
The value chain of the coconut water-related beverage industry is structured across
upstream, midstream, and downstream segments. Upstream activities include coconut
cultivation, and equipment procurement. Midstream focuses on processing,
encompassing cracking, filtration, pasteurization, cooling, optional additive
incorporation, sterilization, cooling and packaging to ensure product quality and safety.
Downstream involves distribution through traditional and modern retail channels,
e-commerce platforms, catering services, and specialized networks, ensuring broad
market reach and consumer accessibility.
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The Company primarily focuses on brand operation within the value chain,
including brand and product development, fulfillment management, marketing and
distribution. The Company adopts an asset-light model by outsourcing manufacturing,
logistics, and distribution.
Value chain of coconut water-related beverage industry
Raw material
Coconut cultivation and harvest
Process machine suppliers
Packaging machine suppliers
……
Retailing
Distributing
Distributors
Wholesalers
Upstream Midstream Downstream
Equipment providers
Processing
Brand operation
Traditional channel
Modern channel
Catering channel
E-commerce channel
Other channels
Other additives
Cracking Filtration
Cooling Pasteurization
Optional
additives Sterilization
Packaging Cooling
Source: China Insights Consultancy
Market Size
The global coconut water-related beverage industry has grown significantly, with
the market expanding from USD2,516.7 million in 2019 to USD4,989.2 million in 2024,
reflecting a CAGR of 14.7%. Over the next five years, the industry is projected to continue
its upward trajectory at a CAGR of 11.1%, reaching USD8,456.9 million by 2029.
Market size of the coconut water-related beverage industry in terms of
retail sales value, global, by region, 2019-2029E
USD million
1,102.7 976.9 1,159.4 1,296.1 1,528.5 1,667.6 1,884.7 2,074.3 2,262.5 2,445.1 2,616.6
2,516.7 2,419.5
2,766.3
3,625.2
4,312.7
4,989.2
5,693.3
6,371.8
7,064.2
7,761.2
8,456.9
494.9
745.2
1,093.3
1,393.4
1,700.4
2,013.5
2,332.1
2,651.8
386.6
415.5
465.7
500.4
516.8
538.1
562.2
584.1
608.4
756.4 786.6
791.3
1,218.3
1,359.2
1,498.6
1,646.3
1,785.5
1,929.8
2,079.5
2,233.4
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
101.889.1
73.835.7
335.4 136.280.2
71.632.7
236.384.2
75.0
2019 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E2026E
North America
Europe
Greater China
Middle east
Southeast Asia
Australia
ROW
CAGR
2024-2029E
CAGR
2019-2024
11.1%14.7%Total
8.3%14.7%
4.0%7.0%
19.4%60.8%
6.5%1.5%
12.4%5.9%
1.9%-0.5%
9.4%8.6%
33.5
79.033.1
88.2
88.3
33.6
92.2 98.4
34.9
96.1 112.7
36.3
102.9 127.1
37.1
109.5 142.1
37.5
116.5 158.6
37.9
124.0 176.8
38.3
131.6
357.2
Source: International Monetary Fund, China Insights Consultancy
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Greater China
In China’s RTD soft beverage market, juice beverages take up 13.8% in 2024 in terms
of retail sales value. The juice beverage industry in Greater China has grown from
USD17.2 billion in 2019 to USD19.1 billion in 2024, reflecting a CAGR of 2.2%. Over the
next five years, the industry is projected to continue its upward trajectory at a CAGR of
6.2%, reaching USD25.8 billion by 2029. The coconut water-related beverage is one of the
fastest-growing sub-categories within China’s RTD soft beverage market. It represents
5.6% of China’s juice beverage market size in 2024, and is expected to grow to 10.4% in
2029.
Market size of juice beverage industry in terms of retail sales value,
Greater China, by category, 2019-2029E
USD billion
2019 2029E
30
20
10
0
15.0 16.7
2.1
17.2 -0.1 -0.1
6.5
25.8
Coconut water-related beverage
Other pure juice
Medium and low concentration juice
CAGR 2024-2029ECAGR 2019-2024
6.2%2.2%Total
19.4%60.8%
14.0%10.1%
2.6%-0.5%
2023
14.8
3.0
18.5
2022
15.3
2.8
18.6
2021
16.2
2.7
19.1
2020
14.7
2.3
17.1
2024
14.7
3.4
19.1
2025E
15.3
3.9
20.6
2026E
15.7
4.5
21.9
2027E
16.1
5.1
23.2
2028E
16.3
5.7
24.4
2.7
0.70.50.2 1.1
1.4
1.7
2.0
2.3
Source: National Bureau of Statistics, China Beverage Industry Association, China Insights Consultancy
The coconut water-related beverage industry in Greater China has expanded
significantly, growing from USD101.8 million in 2019 to USD1,093.3 million in 2024,
reflecting a CAGR of 60.8%. The market is projected to further expand at a CAGR of 19.4%,
reaching USD2,651.8 million by 2029.
Greater China includes mainland China, Hong Kong, Macau, and Taiwan. In
mainland China, the industry has surged from USD49.7 million in 2019 to USD1,018.1
million in 2024, with an impressive CAGR of 82.9%. It is expected to continue its strong
growth at a CAGR of 20.2%, reaching USD2,550.4 million by 2029. In Hong Kong, the
industry has expanded from USD19.6 million in 2019 to USD28.1 million in 2024,
reflecting a CAGR of 7.5%. Growth is anticipated to continue at a CAGR of 6.0%, bringing
the market to USD37.7 million by 2029.
In Taiwan and Macau, the industry has grown from USD30.7 million and USD1.8
million in 2019 to USD44.6 million and USD2.6 million in 2024, respectively, with a CAGR
of 7.7% in both markets. By 2029, the market is projected to reach USD60.2 million in
Taiwan and USD3.5 million in Macau, with a CAGR of 6.2% and 6.6%, respectively.
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Market size of the coconut water-related beverage industry in terms of retail sales
value, Greater China, by region, 2019-2029E
USD million
2019 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E 2026E
CAGR
2024-2029E
CAGR
2019-2024
3,000
2,500
2,000
1,000
1,500
500
0
Mainland China
Taiwan
Hong Kong
Macau
19.4%60.8%Total
20.2%82.9%
6.2%7.7%
6.0%7.5%
6.6%7.7%
1.8 1.6 1.8 1.8 2.0 2.6 2.8 3.0 3.2 3.4 3.581.0 173.5
430.2
677.4
1,018.1
1,311.7
1,613.3
1,921.1
2,234.8
2,550.4
17.949.7 41.019.9 42.820.0 43.722.1 28.1 48.830.144.6 52.132.030.7 55.433.8 58.135.719.6 60.235.7
101.8 136.2
236.3
494.9
37.7
1,093.3
1,393.4
1,700.4
2,013.5
2,332.1
2,651.8
745.2
Source: National Bureau of Statistics, China Beverage Industry Association, China Insights Consultancy
The projected growth of mainland China’s coconut water-related beverage market
will primarily be driven by the following factors:
• Increasing health awareness. As health awareness continues to rise, coconut
water-related beverage is gaining popularity as a natural, low-calorie
alternative to sugary and artificial drinks, rich in electrolytes, vitamins,
minerals, and amino acids, coconut water-related beverage is particularly
valued for its hydrating properties positioning it similar to a functional
beverage, which provides health benefits beyond basic hydration. Research
highlights its anti-microbial, anti-inflammatory, and antioxidant properties,
positioning coconut water as a beverage that supports general health and
wellness.
• Improved distribution channels . Coconut water has traditionally been available
through e-commerce platforms and modern channels in high-tier cities.
However, the future of the market lies in its growing presence in all channels
and all city tiers. Distributors and retailers are increasingly incorporating
coconut water into their beverage sections, making it more accessible across
all-tier cities.
• Expansion of consumer groups . Initially, the coconut water market primarily
targeted young urban consumers and sports enthusiasts, these early adopters,
drawn to coconut water’s electrolyte-rich composition and health-promoting
properties, represented the core demographic of the product’s early growth.
However, as the awareness of its health benefits spreads and consumer
preferences evolve, the market is expanding to include a broader and more
diverse range of consumers. In the future, coconut water is set to appeal more
to broader groups.
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• T ailoring products to local preferences . To meet the growing demand, brands are
strategically adapting coconut water products to align with local preferences
and tastes. Coconut water-related beverage brands are tailoring products to
local preferences by introducing fruit-flavoured varieties and sparkling
options. This diversification caters to both traditional coconut water
enthusiasts and a new audience seeking rich flavor and taste, solidifying
coconut water’s position as a versatile beverage option.
• Branding with “authentic Thai flavours” . Coconut water beverage brands are
capitalizing on the global positive perception of Thai products, which are
renowned for their exceptional quality. By emphasizing authentic Thai
flavours, brands position themselves as offering premium, natural products.
This connection to Thailand’s reputation for high-quality products resonates
with health-conscious consumers seeking authenticity and superior taste,
enhancing brand credibility and appeal.
• Diversification of the coconut supply chain . To ensure a stable supply and reduce
risk, companies are diversifying their coconut supply chains by sourcing from
multiple regions. This strategy helps mitigate the impact of climate-related
disruptions and supports sustainability, aligning with growing consumer
demand for ethically sourced and environmentally responsible products.
• T echnological development and quality improvement. Technological advancements
in processing and packaging are enhancing the overall quality and shelf life of
coconut water-related beverage. Sterilization methods effectively preserve the
nutrients and flavour, ensuring the beverage maintains its natural properties
without compromising vital nutrients. Additionally, improvements in
packaging to extend the shelf life of coconut water-related beverage, making it
easier to distribute and store. By establishing consistent production
standards, coconut water-related beverage brands can scale production,
reduce variations in product quality, and meet the growing consumer.
North America
The coconut water-related beverage industry in North America has grown from
USD756.4 million in 2019 to USD1,498.6 million in 2024, and is expected to further grow to
USD2,233.4 million at a CAGR of 8.3%.
The North American market comprises the U.S. and Canada. In the U.S., the coconut
water-related beverage industry has grown from USD693.3 million in 2019 to USD1,413.1
million in 2024, at a CAGR of 15.3%. It is expected to grow at a CAGR of 8.5% to reach
USD2,121.7 million in 2029. The coconut water-related beverage industry in Canada has
grown from USD63.1 million in 2019 to USD85.5 million in 2024 at a CAGR of 6.3%. It is
expected to further grow to USD111.7 million at a CAGR of 5.5% in the next five years.
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The coconut water-related beverage industry in North America is driven by several
key drivers and trends, including (i) growing health and wellness trends, leading to
increased demand for natural and functional beverages, (ii) the rise of plant-based diets,
positioning coconut water as a preferred dairy-free and clean-label option, (iii) strong
demand for natural hydration and electrolyte benefits, particularly among fitness
enthusiasts, (iv) a heightened focus on organic ingredients and sustainability,
encouraging eco-friendly packaging and ethical raw material sourcing, aligning with
consumer preferences for transparency and environmental responsibility, and (v) product
development, with brands introducing flavoured and fortified coconut water to cater to
evolving tastes.
Australia
The coconut water-related beverage market in Australia decreased from USD35.7
million in 2019 to USD32.7 million in 2020 due the pandemic impacting market demand. It
rebounded in the following year and reached USD34.9 million in 2024, reflecting a CAGR
of -0.5% from 2019 to 2024. The market is expected to recover, with growth projected at a
CAGR of 1.9% from 2024 to 2029, reaching an estimated USD38.3 million by 2029.
The coconut water-related beverage industry in Australia is primarily driven by
several key factors, including (i) a growing consumer preference for healthier alternatives
to sugary drinks, with an increasing focus on natural and sustainable products, (ii) the
rising popularity of coconut water as both a standalone drink and a key ingredient
blended with fruit juices, offering lower sugar content than traditional juice options, (iii)
increasing demand for low-calorie, functional beverages, driving the growth of premium
coconut water products enriched with electrolytes, vitamins, and antioxidants, and (iv)
the industry’s response to Australians’ affinity for carbonated drinks through the
introduction of sparkling coconut water, combining health benefits with the appeal of
fizzy beverages.
Southeast Asia
The coconut water-related beverage industry in Southeast Asia has expanded from
USD73.8 million in 2019 to USD98.4 million in 2024 and is projected to further grow at a
CAGR of 12.4%, reaching USD176.8 million by 2029.
In Singapore, the industry has grown from USD13.9 million in 2019 to USD17.0
million in 2024, reflecting a CAGR of 4.1%. It is expected to continue expanding at a CAGR
of 3.7%, reaching USD20.4 million by 2029.
The coconut water-related beverage industry in Southeast Asia is driven by several
key factors, including (i) the hydrating properties and electrolyte content of coconut
water, positioning it as a preferred choice among consumers, (ii) deep-rooted cultural
significance, as coconut is widely consumed in traditional beverages across the region,
(iii) the abundant supply of high-quality, locally sourced coconuts, ensuring a consistent
and cost-effective production base that supports industry expansion, and (iv)
health-conscious consumer behavior, leading to increasing demand for natural and
functional beverages.
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Cost Analysis
The major cost component for global coconut water-related beverage industry is
coconut. From 2019 to 2023, the price of coconuts globally increased slightly from USD446
per ton to USD458 per ton, showing a smooth price trend. Long-term stability is
anticipated in the price of coconuts globally. While the price of coconuts globally
experienced a slight increase in 2021, it declined in 2022 and 2023. The COVID-19
extended the shipping schedules and increased the shipping costs for coconut imports,
causing the global coconut price to rise. As the impact of COVID-19 on international trade
gradually diminished, the global coconut price returned to normal levels in 2023. In the
future, although global coconut price may fluctuate due to climate change, pests and
diseases, it is expected to remain stable in the long term, with its future price remaining in
the range of USD450 to USD500 per ton.
The price of coconuts, global, 2019-2023
USD/ton Global price
2019 2020 2021 2022 2023
600
446
476
523 514
458
400
200
0
Source: Food and Agriculture Organization of the United Nations, China Insights Consultancy
Note: The coconut prices refer to coconuts in shell, which include the shell, meat, and water.
The price of PET is closely tied to crude oil, with fluctuations largely driven by oil
market volatility and geopolitical factors. In 2023, PET averaged USD1,124 per ton. PET
prices are expected to exhibit a moderately upward trend over the next five years, driven
by fluctuations in global crude oil prices. Looking ahead, prices may remain volatile,
depending on crude oil trends and shifts in market supply and demand.
Aluminium prices rose from USD1,834 per ton in 2020 to a peak of USD3,102 in 2022,
before settling at USD2,586 in 2023. This trend reflects ongoing supply-demand
imbalances and geopolitical uncertainties impacting raw material availability. Future
aluminium prices are expected to remain volatile with an upward trend in the next five
years, due to accelerating demand from clean energy and transportation, combined with
limited supply growth.
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Paperboard is Tetra Pak carton’s main material composition, provides the
packaging format with relatively stable input costs. In 2023, paperboard prices reached
USD2,862 per ton and have shown a slow but steady upward trend, supported by
balanced demand and a stable supply base. Future paperboard prices are expected to see a
slow but steady rise in the next five years, driven by growing demand from the food and
beverage sector and the broader shift toward sustainability.
The price of packaging raw materials, global, 2019-2023
USD/ton PET
2019 2020 2021 2022 2023
4,000
1,083
1,982
2,503
857
1,834
2,476
1,201
2,616
2,491
1,312
3,102
2,689
1,124
2,586
2,8623,000
2,000
1,000
0
Aluminium
Paperboard
Source: UN Comtrade, China Insights Consultancy
Supply Analysis
The primary global coconut-producing regions include Indonesia, the Philippines,
India, Brazil, Vietnam, Sri Lanka, Papua New Guinea, Mexico, Myanmar, and Thailand.
According to the Food and Agriculture Organization of the United Nations (FAO), global
coconut production has remained relatively stable, ranging between 62 to 65 million tons
from 2019 to 2023.
Thailand has shown consistent growth in coconut production, increasing from 0.87
million tons in 2019 to 0.97 million tons in 2023. This upward trend is driven by
advancements in agricultural practices, increased investment, and rising international
demand for Thai coconuts. In addition, the Thai government, through the Department of
Agricultural Extension (DOAE) and the Department of Agriculture (DOA), has actively
promoted the modernization of coconut cultivation and harvesting practices to improve
farm efficiency and reduce production costs. In parallel, it has designated aromatic
coconut as a strategic high-value crop, particularly in key producing provinces such as
Ratchaburi and Nakhon Pathom. Policy support includes providing access to improved
planting materials, technical training, and post-harvest technologies. Policy support also
includes ethical production measures such as the “no-monkey harvesting” initiative,
along with the promotion of post-harvest technologies through government-backed
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programs that support local processing, cold storage, and traceability systems to enhance
export quality. By strengthening downstream markets and expanding opportunities for
value-added processing, the government aims to ensure stable sales channels for farmers
thereby incentivizing increased plantation of coconut trees and long-term investment in
the sector, and ensuring enough coconut supply and facilitating the development of the
coconut water-related beverage industry.
COMPETITIVE LANDSCAPE
The Coconut Water-related Beverage Market in Mainland China
In 2024, the top five mainland China’s coconut water-related beverage companies
accounted for a 43.4% market share in terms of retail sales value. The leading players are
expected to maintain and increase their market shares, capitalizing on well-established
brand recognition, channel presence, comprehensive product portfolio, and R&D
capabilities.
According to the CIC Report, the Company ranked first place by retail sales value
among mainland China’s coconut water-related beverage companies in 2024. The market
share of the Company was 33.9%, which was more than seven times of that of the second
largest player. In addition, the Company has consistently ranked first in terms of retail
sales value in mainland China’s coconut water-related beverage market for five
consecutive years since 2020, and the Company is the fastest-growing in 2024 in terms of
retail sales value compared with other top five competitors.
Top five companies in coconut water-related beverage market,
by retail sales value, mainland China, 2024
Ranking Company
Total retail
sales value,
USD in
millions,
2024
Market
share, 2024
Year-on-year
growth,
2024
1 The Company(1) 345 33.9% 81%
2 Company A (2) 47 4.6% 23%
3 Company B (3) 19 1.9% 58%
4 Company C (4) 17 1.6% 15%
5 Company D (5) 14 1.4% 18%
Subtotal 442 43.4%
Total 1,018 100.0%
Source: The CIC Report
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Notes:
(1) The retail sales value of the Company includes retail sales value generated from brand if and Innococo.
(2) Established in 2019 in Shanghai, China, Company A is a non-listed juice beverage company with business
operation primarily in China.
(3) Established in 2022 in Guangdong Province, China, Company B is a non-listed RTD soft beverage
company with business operation primarily in China.
(4) Established in 1996 in Hainan Province, China, Company C is a non-listed food and RTD soft beverage
company with business operation primarily in China.
(5) Established in 2020 in Fujian Province, China, Company D is a non-listed RTD soft beverage company
with business operation primarily in China.
The table below shows the competition among various brands of coconut
water-related beverage in mainland China.
Top five brands in coconut water-related beverage market,
by retail sales value, mainland China, 2024
Ranking Brand
Total retail
sales value,
USD in
millions,
2024
Market
share, 2024
Year-on-year
growth,
2024
1 if 284 27.9% 77%
2 Innococo 61 6.0% 109%
3 Brand A (1) 47 4.6% 23%
4 Brand B (2) 19 1.9% 58%
5 Brand C (3) 17 1.6% 15%
Subtotal 427 42.0%
Total 1,018 100.0%
Source: The CIC Report
Notes:
(1) Brand A is operated by Company A.
(2) Brand B is operated by Company B.
(3) Brand C is operated by Company C.
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The Coconut Water-related Beverage Market in Hong Kong
The coconut water-related beverage market in Hong Kong is relatively
concentrated, with the five largest companies contributing an 80.0% market share in terms
of retail sales value in 2024.
According to the CIC Report, the Company has achieved a significant market
dominance in the coconut water-related beverage market in Hong Kong, claiming a
market share of 59.9% in terms of retail sales value in 2024, which was more than seven
times of that of the second largest player. In addition, the Company has consistently
ranked first in terms of retail sales value in Hong Kong’s coconut water-related beverage
market for nine consecutive years since 2016. The significant growth of the Company has
also established itself as the fastest-growing company among the top five coconut
water-related beverage companies in Hong Kong in terms of retail sales value in 2024.
Top five companies in coconut water-related beverage market,
by retail sales value, Hong Kong, 2024
Ranking Company
Total retail
sales value,
USD in
millions,
2024
Market
share, 2024
Year-on-year
growth,
2024
1 The Company(1) 16.9 59.9% 43%
2 Company E (2) 2.3 8.3% -3%
3 Company F (3) 1.5 5.2% -5%
4 Company G (4) 1.0 3.6% -10%
5 Company H (5) 0.8 3.0% 27%
Subtotal 22.5 80.0%
Total 28.1 100.0%
Source: The CIC Report
Notes:
(1) The retail sales value of the Company includes retail sales value generated from brand if and Innococo.
(2) Established in 1993 in Bangkok, Thailand, Company E is a non-listed coconut based product company
with business operation globally.
(3) Established in 1982 in Hong Kong, China, Company F is a non-listed beverage company offering in-house
as well as third-party brands with business operation primarily in Hong Kong and mainland China.
(4) Established in 2012 in London, UK, Company G is a non-listed coconut water-related beverage company
with business operation primarily in UK, Hong Kong, mainland China, and Taiwan, China.
(5) Established in 1994 in Taiwan, China, Company H is a non-listed food and beverage company offering
in-house as well as third-party brands with business operation globally.
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The table below shows the competition among various brands of coconut
water-related beverage in Hong Kong.
Top five brands in coconut water-related beverage market,
by retail sales value, Hong Kong, 2024
Ranking Brand
Total retail
sales value,
USD in
millions,
2024
Market
share, 2024
Year-on-year
growth,
2024
1 if 16.5 58.8% 43%
2 Brand E (1) 1.5 5.4% -4%
3 Brand F (2) 1.5 5.2% -5%
4 Brand G (3) 1.0 3.6% -10%
5 Brand H (4) 0.8 3.0% 27%
Subtotal 21.4 75.9%
Total 28.1 100.0%
Source: The CIC Report
Notes:
(1) Brand E is operated by Company E.
(2) Brand F is operated by Company F.
(3) Brand G is operated by Company G.
(4) Brand H is operated by Company H.
The Global Coconut Water-related Beverage Market
In 2024, the top five global coconut water-related beverage companies accounted for
a 34.1% market share in terms of retail sales value. According to the CIC Report, the
Company ranked second place by retail sales value among global coconut water-related
beverage companies in 2024 with a market share of 7.5%.
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Top five companies in coconut water-related beverage market,
by retail sales value, global, 2024
Ranking Company
Total retail
sales value,
USD in
millions,
2024
Market
share, 2024
Year-on-year
growth,
2024
1 Company I (1) 825 16.5% 4%
2 The Company(2) 374 7.5% 81%
3 Company J (3) 185 3.7% 21%
4 Company K (4) 180 3.6% 7%
5 Company L (5) 139 2.8% 5%
Subtotal 1,703 34.1%
Total 4,989 100.0%
Source: The CIC Report
Notes:
(1) Established in 2004 in the U.S., Company I is a Nasdaq-listed coconut water and plant-based beverage
company with global operations.
(2) The retail sales value of the Company includes retail sales value generated from brand if and Innococo.
(3) Established in 1979 in Brazil, Company J is a non-listed coconut derivatives company with business
operation primarily in Latin America.
(4) Established in 1965 in the U.S., Company K is a Nasdaq-listed food and beverage conglomerate with
global operations.
(5) Established in 1966 in Brazil, Company L is a non-listed coconut derivatives company with business
operation primarily in Latin America.
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The table below shows the competition among various brands of coconut
water-related beverage globally.
Top five brands in coconut water-related beverage market,
by retail sales value, global, 2024
Ranking Brand
Total retail
sales value,
USD in
millions,
2024
Market
share, 2024
Year-on-year
growth,
2024
1 Brand I (1) 825 16.5% 4%
2 if 310 6.2% 77%
3 Brand J (2) 185 3.7% 21%
4 Brand K (3) 180 3.6% 7%
5 Brand L (4) 139 2.8% 5%
Subtotal 1,639 32.9%
Total 4,989 100.0%
Source: The CIC Report
Notes:
(1) Brand I is operated by Company I.
(2) Brand J is operated by Company J.
(3) Brand K is operated by Company K.
(4) Brand L is operated by Company L.
Competitive Advantages of the Company’s Brands
if brand ranked No.1, No.1 and No.2 in mainland China’s, Hong Kong’s and global
coconut water-related beverage market, in terms of retail sales value in 2024. if brand’s
competitive advantages include (i) leading market position in mainland China and Hong
Kong, (ii) high growth rate outperforming the industry, (iii) strong brand image of
Thai-rooted natural coconut water, (iv) Thai flavor-focused product development
capabilities, (v) asset-light business model with scalability, and (vi) multifaceted
marketing strategy which emphasizes its Thai roots and natural health benefits.
INDUSTRY OVERVIEW
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Innococo brand ranked No.2 in mainland China’s coconut water-related beverage
market, in terms of retail sales value in 2024. Innococo brand’s competitive advantages
include (i) leading market position in mainland China, (ii) high growth rate
outperforming the industry, (iii) strong brand image of a healthier alternative to
conventional sports and functional drinks, (iv) robust product development capabilities
and concepts focusing on health and functions, (v) asset-light business model with
scalability, and (vi) distinctive marketing strategy which amplifies its healthy alternative
functional beverages positioning.
The coconut water-related beverage market is often faced with certain key
challenges, including (i) the capability of product quality control in the whole supply
chain, (ii) continuous marketing investment to increase brand exposure and brand
recognition, (iii) supply of raw material especially high quality coconut; and (iv) potential
competition from alternative health beverages. The Company faces competition from
other brands in the procurement of coconut materials and other raw materials, and such
competition may intensify as consumer demand increases. As the Company continues to
scale its business, it may encounter challenges in maintaining consistent product quality,
as well as sustaining and enhancing our brand exposure and recognition. Some of its
competitors may have a larger customer base, a broader product portfolio, stronger
financial resources, more advanced research and development capabilities, greater brand
recognition, and more extensive marketing, distribution, and fulfillment infrastructures.
These advantages may enable them to expand their market share more effectively than the
Company can.
Key Success Factors and Entry Barriers
• Brand awareness and brand operations. A strong brand image and heightened
awareness are pivotal in shaping consumer purchasing decisions, establishing
long-term brand equity, and maintaining sustained market competitiveness.
Successful brands build a compelling and trustworthy presence through consistent
messaging, thoughtful marketing strategies, and deep consumer engagement.
Leading companies adopt omnichannel brand positioning, integrating digital
marketing, social media, influencer collaborations, and traditional retail
promotions to maximize visibility and strengthen consumer trust. Additionally,
strategic partnerships with local agencies and market-specific branding initiatives
enable brands to align with regional preferences, enhancing consumer resonance
and accelerating market penetration.
• Product quality and food safety . Product quality and food safety could directly impact
consumer trust, brand reputation, and regulatory compliance. Ensuring
high-quality standards guarantees consistency in taste, nutritional value, and
freshness, which are crucial for meeting consumer expectations in a competitive
RTD soft beverage market. At the same time, stringent food safety protocols from
sourcing and production to packaging are necessary to prevent microbiological and
allergen cross-contamination, comply with global safety standards, and mitigate the
risk of recalls or legal issues. Companies that focus on these aspects build long-term
consumer loyalty and differentiate themselves in an industry where
health-conscious consumers demand transparency and reliability.
• Product research and development capabilities . Leading companies invest in advanced
R&D, analysing consumer trends, functional ingredients, and technological
advancements to create tailored beverage solutions for diverse markets.
Localization plays a crucial role, with brands adjusting formulations to align with
regional taste preferences and dietary habits. By continuously adapting product
formulas and staying ahead of industry trends, companies can deliver tailored
solutions that meet shifting consumer demands, enhance satisfaction, and solidify
their market position.
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• Sales channel developmen t. Sales channel development is essential for expanding
market penetration and ensuring product accessibility. A well-structured and
diversified distribution network integrates traditional retail, modern stores,
e-commerce platforms, and other channels, maximizing consumer reach.
Collaborations with importers and distributors facilitate broader market reach by
leveraging their established networks, local expertise, and logistical capabilities,
ensuring efficient product distribution. Additionally, the adoption of a lean
distributorship model enhances operational agility, enabling companies to quickly
respond to market changes, streamline resource allocation, and improve overall
efficiency.
• Supply chain efficiency and raw material resources . Ensuring supply chain resilience
and sourcing high-quality raw materials are essential for maintaining product
consistency and scalability. Leading RTD beverage companies establish strong
partnerships with selected farmers, who adhere to rigorous farming practice
assessments and sustainability standards. Many brands further strengthen their
supply chains by investing in supplier development, providing training on best
agricultural practices to enhance quality and ensure long-term sustainability.
Additionally, well-structured operational frameworks, efficient production
processes, and vertically integrated sourcing strategies, which means establishing
strong partnerships with farmers, and implementing standardized procurement
protocols and regular quality inspections, enable companies to optimise cost
efficiency, maintain a stable ingredient supply, and uphold premium product
standards, all of which are crucial for sustaining competitiveness in the global
market.
OVERVIEW OF THE GLOBAL SNACKS MARKET
Market Overview
Snacks typically refer to small portions of packaged food consumed between meals
or as a quick bite. They are designed for convenience, easy consumption, and to satisfy
hunger or cravings without serving as a full meal. Snacks can be categorized into various
types, including (i) nuts and seeds, (ii) crispy snacks and biscuits, (iii) meat and aquatic
animal snacks, (iv) baked snacks, (v) confectionery and chocolates, (vi) fruit snacks, (vii)
seasoned flour products, (viii) baby snacks, and (ix) other snack varieties. The Company's
plant-based snacks products mainly fall under the categories of crispy snacks and fruit
snacks.
Market Size
The global snacks industry was valued at USD996.9 billion in 2019 and expanded to
USD1,281.0 billion in 2024, reflecting a CAGR of 5.1% over the period. The industry is
expected to maintain steady growth, reaching USD1,651.5 billion by 2029, with a projected
CAGR of 5.2%.
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Market size of the snacks industry in terms of retail sales value, global,
by region, 2019-2029E
USD billion
2019 2020 2021 2022 2023 2024 2025E 2027E 2028E 2029E 2026E
2,000
1,000
1,500
500
0
485.2 484.1 520.0 537.6 600.6 634.0 664.6 694.7 729.9 763.7 803.6
207.8 221.2 235.2 264.2
284.9 302.9 318.5 333.4 347.9 362.6 377.7
303.9 306.2
332.9 329.3
331.5
344.1
371.9
397.6
421.5
444.3
470.2
996.9 1,011.5
1,088.1 1,131.1
1,217.0
1,281.0
1,355.1
1,425.7
1,499.2
1,570.6
1,651.5
Asia
North America
ROW
CAGR
2024 -2029E
CAGR
2019 -2024
5.2%5.1%Total
6.4%2.5%
4.5%7.8%
4.9%5.5%
Source: National Bureau of Statistics, International Monetary Fund, China Insights Consultancy
Asia
The snacks industry in Asia has grown from USD303.9 billion in 2019 to USD344.1
billion in 2024, reflecting a CAGR of 2.5%. It is projected to further expand at a CAGR of
6.4% between 2024 and 2029, reaching USD470.2 billion by 2029.
The health and wellness trend continues to be a major driver, compelling brands to
innovate snacks that provide nutritional benefits without compromising on taste. As
consumers prioritise quality, manufacturers are refining flavour, texture, and packaging
to enhance the snacking experience and attract a wider audience. Strategic brand
collaborations, including co-developing products, launching limited-edition flavors, IP
licensing, and joint marketing campaigns, are emerging as a crucial differentiator,
broadening consumer engagement and reinforcing market positioning in an increasingly
competitive environment.
The snacks industry in mainland China has grown from USD156.6 billion in 2019 to
USD186.8 billion in 2024, reflecting a CAGR of 3.6%. It is projected to further expand at a
CAGR of 5.8% between 2024 and 2029, reaching USD247.7 billion by 2029. The snacks
industry has the following market drivers and trends:
• Expanding consumer base. With economic growth and rising disposable income,
the consumer base of snacks in China continues to expand. Increasing demand
from various age groups is driving further market segmentation and
diversification. Additionally, the growing consumption potential in lower-tier
markets is unlocking new opportunities, providing a broader space for
industry development.
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• Diversified consumption scenarios driving higher purchase frequency. Fast-paced
life leads to the fragmented dietary needs, and snacks have become an integral
part of the daily diet for Chinese consumers. Beyond traditional consumption
scenarios such as leisure and social gatherings, snacks are increasingly being
consumed in more diverse settings, including gifting, commuting, fitness,
office breaks, and late-night snacking. Furthermore, the expansion of
online-to-offline channels has enhanced consumer accessibility to snacks,
further accelerating the frequency of snacks consumption.
• Continuous development in products and packaging. Snack is one of the most
evolving categories among all FMCG products, with product diversification
and continuous development serving as key market drivers. Meanwhile,
development in packaging specification also plays a crucial role in meeting
the varied needs of consumers across different scenarios, including travel,
sports, gifting, social gatherings, etc., enhancing consumer experience and
expanding consumption occasions. For instance, single-serve, portable
packaging for on-the-go consumption is popular among busy professionals
and students, while resealable, larger packs are designed for sharing during
social gatherings or family outings. These changes not only meet practical
needs but also create new avenues for consumption, further fuelling the
growth of the snack market.
• Omnichannel integration and channel development. Omnichannel approach and
channel development provide consumers with a more diverse, convenient,
and cost-effective shopping experience. The development of omnichannel
strategies, where consumers can browse, purchase, and return products
seamlessly across different platforms, empowers shoppers. Besides, China’s
snacks market is also experiencing continuous development of sales channels
to meet the evolving preferences of consumers, who increasingly seek flexible
and diverse shopping options. For example, the rise of content-based
e-commerce platforms has revolutionised how consumers engage with
products, combining entertainment and shopping for an immersive
experience. Meanwhile, community-based discount stores are gaining
popularity by combining the convenience of physical locations, the
cost-effectiveness of hard discounting, and the diversity of products
altogether, meeting the growing demand for affordable and high-quality
snack.
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North America
The snacks industry in North America has shown significant growth from USD207.8
billion in 2019 to USD302.9 billion in 2024 at a CAGR of 7.8%. It is expected to reach
USD377.7 billion in 2029.
The growing demand for plant-based snacks, particularly among health-conscious
consumers, is reshaping the market. To capture consumer interest, brands are expanding
their portfolios with globally inspired flavours and hybrid snack formats. Additionally,
evolving lifestyles are driving a preference for convenient, ready-to-eat options, leading
to increased adoption of single-serve and resealable packaging to enhance portability and
maintain freshness.
SOURCES OF THE INDUSTRY INFORMATION
We engaged CIC, an independent market research consultant, to conduct an analysis
of, and to prepare a report on, the RTD soft beverage market for use in this prospectus,
which was commissioned by us for a fee of USD55,000. CIC prepared its report based on
data released by government institutions and non-government organizations and its
primary and secondary research. CIC conducted both primary and secondary research
using a variety of resources. Primary research involved interviewing key industry experts
and leading industry participants. Secondary research involved analyzing data from
various publicly available data sources, such as the Food and Agriculture Organization of
the United Nations, and the International Monetary Fund, among others.
Forecasts and assumptions included in the CIC Report are inherently uncertain
because of events or combinations of events that cannot be reasonably foreseen, including,
without limitation, the actions of governments, consumers, competitors and other third
parties. Specific factors that could cause actual results to differ materially include, among
other things, risks inherent in the RTD soft beverage market, social and economic factors,
supply risks, regulatory risks and environmental concerns, labor risks, financing risks,
force majeure or unforeseen events.
Except as otherwise noted, all of the data and forecasts contained in this section are
derived from the CIC Report. Our Directors confirm that, after taking reasonable care,
there is no material adverse change in the overall market information since the date of the
CIC Report that would materially qualify, contradict or have an impact on such
information.
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The following is a brief summary of the key laws and regulations in Singapore, the PRC
and Thailand that currently may materially affect the Group and its operations. The principal
objective of this summary is to provide potential investors with an overview of the key laws
and regulations applicable to the Group. This summary does not purport to be a comprehensive
description of all the laws and regulations applicable to the business and operations of the
Group and/or which may be important to potential investors. investors should note that the
following summary is based on the laws and regulations in force as at the date of this
document, which may be subject to change.
A. SINGAPORE REGULATORY OVERVIEW
Regulations Relating to General Employment of Personnel
Employment Act 1968 of Singapore (“Employment Act”)
The Employment Act of Singapore is administered by the Ministry of
Manpower (“ MOM”) and sets out the basic terms and conditions of employment
and the rights and responsibilities of employers as well as employees who are
covered under the Employment Act comprising local and foreign employees under a
contract of service with an employer on a full-time, part-time, temporary or contract
basis, but which excludes persons employed as:
(i) a seafarer;
(ii) a domestic worker; and
(iii) a statutory board employee or civil servant (“ Relevant Employees ”).
As an illustration, Sections 88A and 89 of the Employment Act prescribes the
minimum number of days of paid annual leave and paid sick leave that an employee
is respectively entitled to, which varies depending on their period of service. For
example, Section 88A(1) of the Employment Act provides that an employee who has
served an employer for a period of not less than 3 months is, in addition to the rest
days, holidays and sick leave to which the employee is entitled under Sections 36, 88
and 89 of the Employment Act, respectively, entitled to (a) 7 days of paid annual
leave, for the first 12 months of continuous service with the same employer; (b)
subject to paragraph (c), an additional one day of paid annual leave, for every
subsequent 12 months of continuous service with the same employer; (c) a
maximum of 14 days of paid annual leave. Section 89(1) of the Employment Act
provides that any employee who has served an employer for a period of not less
than 6 months is entitled, after examination by a medical practitioner, to such paid
sick leave, as may be certified by the medical practitioner, not exceeding in the
aggregate — (a) if no hospitalisation is necessary, 14 days in each year; or (b) if
hospitalisation is necessary, the lesser of 60 days in a year or the aggregate of 14
days plus the number of days on which the employee is hospitalised.
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Any employer who employs any person as an employee contrary to the
provisions of Part 10 of the Employment Act (including Sections 88A and 89) or fails
to pay any salary in accordance with the provisions of Part 10 of the Employment
Act shall be guilty of an offence and shall be liable on conviction to a fine not
exceeding S$5,000, and for a second or subsequent offence to a fine not exceeding
S$10,000 or to imprisonment for a term not exceeding 12 months or to both.
All employers are required to issue to its employees who are covered by the
Employment Act and who are employed for 14 days or more a written record of the
key employment terms (“KETs”) of the employee. The KETs required to be provided
(unless inapplicable to such employee) include, amongst others, working
arrangements (such as daily working hours, number of working days per week and
rest day(s)), salary period, basic salary, fixed allowances and deductions, overtime
rate of pay, types of leave and other medical benefits.
Under Regulation 7 of the Employment (Employment Records, Key
Employment Terms and Pay Slips) Regulations 2016 (“ Employment Regulations
2016”), for the purposes of Section 96(1)(a) of the Employment Act, employers must
also issue to all their employees itemised pay slips at least once a month on the date
of salary payment or not more than three working days after the date of salary
payment. In the event of termination of employment or dismissal, the pay slip must
be given to the employee together with the final payment of salary or the
employee’s last day of employment. The pay slip must include details such as
payments and deductions for each salary period, and overtime pay, if applicable.
Further, under the Employment Regulations 2016, for the purposes of Section
95(1) of the Employment Act, employers must maintain detailed employment
records for each employee in two categories: (i) salary records, with the same
information as required in the itemised pay slips; and (ii) employee records, with
information such as address of the employee, identity card or foreign identification
number, date of birth, gender, date of starting and leaving employment, working
hours including duration of meals and breaks, dates and other details of public
holidays and leave taken. For current employees, such records must be kept for the
latest two years. For ex-employees, records of the last two years are to be kept for
one year after the employment ended.
Central Provident Fund Act 1953 of Singapore (“CPF Act”)
The Central Provident Fund (“ CPF”) system is a mandatory social security
savings scheme funded by contributions from employers and employees. Pursuant
to the CPF Act, an employer is obliged to make CPF contributions for all employees
who are Singapore citizens or permanent residents who are employed in Singapore
under a contract of service (save for employees who are employed as a master, a
seaman or an apprentice in any vessel, subject to an exception for non-exempted
owners). CPF contributions are not applicable for foreigners who hold employment
passes, S Passes or work permits. CPF contributions are required for both ordinary
wages and additional wages (subject to a yearly additional wage ceiling) of
employees at the applicable prescribed rates which is dependent on, among others,
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the amount of monthly wages and the age of the employee. An employer must pay
both the employer’s and employee’s share of the monthly CPF contribution.
However, an employer can recover the employee’s share of CPF contributions by
deducting it from their wages when the contributions are paid for that month. An
employer who breaches the abovementioned obligation to make CPF contributions
will be liable for:
(a) A court fine of between S$1,000 and S$5,000 per offence and/or up to 6
months’ imprisonment for the first conviction; or
(b) A court fine of between S$2,000 and S$10,000 per offence and/or up to
12 months’ imprisonment for subsequent convictions.
Employment of Foreign Manpower Act 1990 of Singapore (“EFMA”) and
Immigration Act 1959 of Singapore (“Immigration Act”)
The employment of foreign workers in Singapore is governed by the EFMA
and regulated by the MOM. Under Section 5(1) of the EFMA, no person shall employ
a foreign employee unless the foreign employee has obtained a valid work pass. Any
person who contravenes Section 5(1) of the EFMA shall be guilty of an offence and
shall (a) be liable on conviction to a fine at least S$5,000 and not more than S$30,000
or to imprisonment for a term not exceeding 12 months or to both; and (b) on a
second or subsequent conviction: (i) in the case of an individual, be punished with a
fine of at least S$10,000 and not more than S$30,000 and with imprisonment for a
term of not less than one (1) month and not more than 12 months; or (ii) in any other
case, be punished with a fine of at least S$20,000 and not more than S$60,000.
A work pass includes, amongst others: (a) employment pass, for foreign
professionals, managers and executives (excluding those in financial services)
earning at least S$5,600 per month (increasing progressively with age from age 23)
and who have acceptable qualifications; (b) S Pass, for skilled staff (excluding those
in financial services) who earn at least S$3,150 per month if they are new applicants;
and (c) work permit for skilled or semi-skilled migrant workers in the construction,
manufacturing, marine shipyard, process or services sectors.
Further, the Immigration Act provides that no person, other than a citizen of
Singapore, shall enter or attempt to enter Singapore unless, amongst others, he is in
possession of a valid pass lawfully issued to him to enter Singapore. Accordingly, an
employer of foreign workers is also subject to the Employment Act and the
Immigration Act, and the regulations issued pursuant thereto.
Workplace Safety and Health Act 2006 (“WSHA”)
Under the WSHA administered by the MOM, every employer has the duty to
take, so far as reasonably practicable, measures necessary to ensure the safety and
health of his employees at work. These measures include providing and maintaining
a safe working environment for the employees, without risk to health, and adequate
facilities and arrangements for their welfare at work, ensuring that adequate safety
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measures are taken in respect of any machinery, equipment, plant, article or process
used by the employees, developing and implementing procedures for dealing with
emergencies that may arise while the employees are at work and ensuring that the
employee at work has adequate instruction, information, training and supervision
as is necessary for that employee to perform his work. More specific duties imposed
on employers are laid out in the Workplace Safety and Health (General Provisions)
Regulations of Singapore (“ WSHR”), which include taking all reasonably
practicable measures to prevent the workplace from being overcrowded and
ensuring adequate ventilation of the workplace.
Any person who breaches his duty under the WSHA shall be guilty of an
offence and shall be liable on conviction, in the case of a body corporate, to a fine not
exceeding S$500,000 and if the contravention continues after conviction, the body
corporate shall be guilty of a further offence and shall be liable to a fine not
exceeding S$5,000 for every day or part thereof during which the offence continues
after conviction.
Work Injury Compensation Act 2019 (“WICA”)
The WICA regulated by the MOM applies to local or foreign employees under
a contract of service or contract of apprenticeship in respect of injuries suffered by
them arising out of and in the course of their employment and sets out, amongst
others, the amount of compensation they are entitled to and the methods of
calculating such compensation.
The WICA provides that the employer shall be liable to pay compensation
under the WICA if personal injury is caused to an employee by accident arising out
of and in the course of the employee’s employment with the employer. The amount
of compensation shall be computed in accordance with the First Schedule of the
WICA, subject to a maximum and minimum limit, taking into account factors such
as the severity and permanence of the personal injury suffered. The types of
compensation include medical leave wages, medical expenses and lump sum
compensation for permanent incapacity, current incapacity or death. An employee
who has suffered an injury arising out of and in the course of his employment can
choose to either:
(i) Submit a claim for compensation through the MOM without needing to
prove fault or negligence on anyone’s part. There is a fixed formula in
the WICA on amount of compensation to be awarded; or
(ii) Commence legal proceedings to claim damages under common law
against the employer for breach of duty or negligence. Damages under a
common law claim are usually more than an award under WICA and
may include compensation for pain and suffering, loss of wages,
medical expenses and any future loss or earnings. However, the
employee must show that the employer has failed to provide a safe
system of work, or breached a duty required by law or that the
employer’s negligence caused the injury.
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Moreover, corporations can also be found liable of offences under the WICA
where an officer, employee or agent of the corporation commits such offences within
the scope of his or her actual or apparent authority. Likewise if an officer of the
corporation, or a person in a position to influence the conduct of the corporation in
relation to the commission of the offence had consented or had reasonable
knowledge of the offences committed by a corporation but had not taken action,
liability would apply in the same way to him.
Further, Section 13 of the WICA provides that where any person (referred to as
the principal) in the course of or for the purpose of his trade or business contracts
with any other person (referred to as the contractor) for the execution by the
contractor of the whole or any part of any work, or for the supply of labour to carry
out any work, undertaken by the principal, the Singapore Commissioner for Labour
may direct the principal to fulfil the obligations of the employer under the WICA in
relation to any employee of the contractor employed in the execution of the work.
Where such a direction has been made, the principal shall be liable to pay to any
employee of the contractor employed in the execution of the work any
compensation which he would have been liable to pay under the WICA if that
employee had been immediately employed by the principal, except that the amount
of compensation is to be calculated with reference to the earnings of the employee
under the contractor. Notwithstanding this, where the principal pays compensation
under Section 13 of the WICA, the principal is entitled to be indemnified by the
employer who would have been liable to pay compensation under the WICA to the
employee independently of this section of the WICA.
Laws and Regulations Related to Intellectual Property Rights
(A) Trade Marks
Registered T rade Marks: T rade Marks Act 1998 of Singapore
The Trade Marks Act 1998 of Singapore (“TMA”), which is
supplemented by the Trade Marks Rules, governs the registration,
enforcement, and all connected matter related to registered trade marks.
Under the TMA, a person infringes a registered trade mark if, without
the consent of the trademark’s proprietor, they use in the course of trade or
business a sign that:
(a) is identical to the trade mark and is used in relation to goods or
services identical to those for which the trade mark is registered;
(b) is identical to the trade mark and is used in relation to goods or
services similar to those for which the trade mark is registered,
where there exists a likelihood of confusion on the part of the
public; or
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(c) is similar to the trade mark and is used in relation to goods or
services identical with or similar to those for which the trade
mark is registered, where there exists a likelihood of confusion on
the part of the public.
The TMA also provides that a person infringes a registered trade mark
that is well-known in Singapore, if:
(a) without the consent of the trade mark proprietor, they use in the
course of trade or business, a sign that is identical with or similar
to the well-known trade mark in relation to goods or services that
are not similar to those for which the trade mark is registered;
(b) the use of the trade mark in relation to those goods or services
would indicate a connection between those goods or services and
the proprietor;
(c) such use creates a likelihood of confusion on the part of the
public; and
(d) the proprietor’s interests are likely to be damaged by such use.
Under the TMA, the registered owner of a trade mark or an exclusive
licensee of the trade mark (if permitted under the licence) may bring
infringement proceedings in their own name against the infringer, seeking
damages, an account of profits, injunction, or any other relief available in law.
Infringement of a registered trade mark can also lead to criminal
liability. These include offences such as counterfeiting of a registered trade
mark, selling of goods with a falsely applied registered trade mark, making or
possessing of article for the purpose of committing an offence, or importing or
selling goods with a falsely applied trade mark. A person who contravenes
these provisions may be liable on conviction to a fine or an imprisonment
term, or to both.
Unregistered T rade Marks
Unregistered trade marks are marks used in the course of trade or
business that have not been registered under the TMA. Although these marks
lack statutory protection under the TMA, these marks may still be protected
under the common law doctrine of passing off, which prevents others from
misrepresenting their goods or services as being associated with the
proprietor of the unregistered trade mark.
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To succeed in a passing off action, the proprietor of the unregistered
trade mark must establish:
(a) Goodwill: A reputation attached to the goods or services that the
proprietor supplies in the mind of the purchasing public by
association with the trade mark.
(b) Misrepresentation: A false representation by the defendant
leading or likely to lead the public to believe that goods or
services offered by him are the goods or services of the proprietor.
(c) Damage: The actual or likely damage suffered by the proprietor as
a result of the erroneous belief caused by the defendant’s
misrepresentation.
(B) Copyright
Copyright Act 2021 of Singapore
The Copyright Act 2021 of Singapore makes provisions in respect of
enforcement of copyright and all other connected matter related to copyright.
It grants the copyright owner exclusive right to, among other things,
reproduce, publish, rent, and make available copies of a copyright to the
public. Any of these acts, if carried out without the consent or licence of the
copyright owner, constitute primary infringement of the copyright.
Secondary infringement occurs when (a) a person deals commercially
with or distributes an article consisting of copyright material in a manner that
prejudicially affects the copyright owner, (b) the person commits either of
these acts without the license of the copyright owner, and (c) the person
knows or ought reasonably to know that the article infringed copyright or was
made without the copyright owner’s consent.
A person can also be liable for secondary infringement if (a) the person
imports an article consisting of copyright material for the purpose of
commercial dealing or distributing the article to an extent that will
prejudicially affect the copyright owner, (b) the article is imported without the
license of the copyright owner, and (c) the person knows or ought reasonably
to know that the article was made without the copyright owner’s consent.
Infringement of copyright is actionable through civil litigation. The
remedies that the courts may grant for copyright infringement includes an
injunction, damages (including additional damages), an account of profits,
statutory damages (if the claimant so elects), a delivery up order, a disposal
order.
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Certain acts of copyright infringement may also attract criminal
liability. These include making an article for sale or hire, dealing commercially
in an article, or possessing an article for the purpose of commercial dealing,
where the alleged infringer knows or ought to know that the article is an
infringing copy. A person who contravenes these provisions may be liable on
conviction to a fine or an imprisonment, or to both.
(C) Patents
Patents Act 1994 of Singapore
The Patents Act 1994 (“ PA”) of Singapore, which is supplemented by the
Patents Rules, makes provisions in respect of registration, enforcement, and
all other connected matters related to patents.
The PA provides that patent infringement occurs where the following
acts are done in Singapore in relation to the invention without the consent of
the patent proprietor:
(a) where the invention is a product, a person makes, disposes, or
offers to dispose of, uses or imports or keeps it;
(b) where the invention is a process, a person uses or offers the
process for use in Singapore when the person knows or it is
obvious to a reasonable person that the use would be an
infringement of the patent; or
(c) where the invention is a process, a person disposes, offers to
dispose of, uses or imports or keeps a product obtained directly
by that process.
Infringement of patent rights is actionable through civil litigation.
Under the PA, the patent proprietor or exclusive licensee under a patent may
bring infringement proceedings against the infringer in their own name. If
found liable, the patent owner or exclusive licensee is entitled to a claim for
damages or an account of profits, an injunction, an order to deliver up or
destroy an infringing product, and for a declaration that the patent is valid
and has been infringed by the defendant. Despite the foregoing, it should be
highlighted that the law does not permit the award of both damages and an
account of profits for the same act of infringement. As such, the successful
party may only claim either damages or an account of profits, but not both.
Under the PA, it is a criminal offence to (a) make or cause to be made a
false entry in the Singapore patent register, (b) produces a false document
claiming to be a copy of an entry in the register, (c) make unauthorised claims
about patent rights or a patent has been applied for, or (d) misuse the title
“Registry of Patents” on a person’s place of business, or on any document
issued by the person. If a party is guilty of an offence under the PA, he shall be
liable on conviction to a fine or to imprisonment for a term, or to both.
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(D) Registered Designs
Registered Designs Act 2000 of Singapore
The Registered Designs Act 2000 (“ RDA”) of Singapore, which is
supplemented by the Registered Designs Rules, makes provisions in respect of
the registration, enforcement, and all other connected matters related to
registered designs.
A registered design protects the aesthetic aspects of a product,
specifically the design elements that appeal to the eye and contribute to the
product’s overall visual appeal, and is intended for designs created for
industrial application. Such designs should be registered under the RDA and
are not eligible for copyright protection. This principle ensures that designs
created for mass production, which could otherwise gain long-term copyright
protection, do not bypass the shorter and more specific protection offered by
the RDA.
The RDA provides that a registered design is infringed when the
following acts are done in Singapore without the consent of the registered
proprietor:
(a) Making or importing for sale, hire, or business use:
(i) any product that uses the registered design or a design
similar to it; or
(ii) any device for projecting a non-physical product that uses
the registered design or a similar design;
(b) Selling, hiring, or offering for sale or hire:
(i) any product or non-physical product that uses the
registered design or a similar design; or
(ii) any device for projecting such a non-physical product;
(c) Making anything that enables the production of a product or
non-physical product that uses the registered design;
(d) Using or selling kits that, when assembled, would infringe the
design; or
(e) Making or supplying parts to assemble a kit that would result in
an infringing product.
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Infringement of registered rights is actionable through civil litigation.
Under the RDA, the registered proprietor or exclusive licensee of a registered
design may bring infringement proceedings against the infringer in their own
name. If found liable, the registered proprietor or exclusive licensee is entitled
to a claim for damages or an account of profits, and an injunction.
Under the RDA, it is a criminal offence to (a) make or cause to be made
a false entry in the Singapore registered design register, (b) creates anything
falsely claiming to be a copy of an entry in the register, or (c) make false
representation that a design is registered. If a party is guilty of an offence
under the RDA, he shall be liable on conviction to a fine or to imprisonment
for a term, or to both.
(E) Trade Secrets
In Singapore, trade secrets are primarily protected under common law
principles, particularly the law of confidence, which safeguards confidential
business information from unauthorised use or disclosure. The law of confidence
provides protection when one party discloses confidential information to another in
circumstances where there is an understanding that the information will not be
disclosed or used without authorisation. This duty of confidentiality arises in a
variety of contexts, such as in employment relationships, contractual agreements, or
when information is shared in confidence during negotiations or business dealings.
Therefore, to qualify for protection under the law of confidence, it must be
shown that:
(a) the information sought to be protected was confidential in nature;
(b) the information was disclosed in circumstances where a duty of
confidentiality was imposed; and
(c) there was a breach of that duty.
(F) Domain Names
The Singapore Country Code Top level Domain (ccTLD), .SG domains, can be
registered in Singapore through a Singapore Network Information Centre
(“SGNIC”) accredited registrar on a first-come-first-serve basis. Registration of a
domain name in Singapore gives the registrant the right to use the domain name and
to prevent others from using the same name. However, registrants are not conferred
ownership of the domain name.
There is no recognition of legal, equitable, or proprietary rights over domain
names in Singapore. If a registrant registers a domain name that infringes on a trade
mark, the domain registration does not provide a defense to trademark
infringement and thus does not protect the registrant from claims by the trademark
owner. A third party (e.g. a trademark owner) may commence proceedings under
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the Singapore Domain Name Dispute Resolution Policy in respect of a disputed .SG
domain name before the Singapore Mediation Centre or Singapore International
Arbitration Centre to seek the transfer or cancellation of a disputed .SG domain
name.
B. PRC REGULATORY OVERVIEW
Food Related Laws and Regulations
Food Safety
On February 28, 2009, the Standing Committee of the National People’s
Congress (the “NPCSC”) promulgated the Food Safety Law of the PRC ( ʕശɛ͏΍
) (the “Food Safety Law”), which came into effect on June 1, 2009
and was last revised by the NPCSC on April 29, 2021. On July 20, 2009, the State
Council promulgated the Implementing Regulations of the Food Safety Law of the
PRC (ૢԷ ) (the “Implementing Regulations of
the Food Safety Law”), which was last revised by the State Council on October 11,
2019 and came into effect on December 1, 2019. According to the Food Safety Law
and the Implementing Regulations of the Food Safety Law, food producers and
operators shall, in accordance with laws, regulations and food safety standards,
engage in production and operation activities, establish a sound food safety
management system, and take effective measures to prevent and control food safety
risks, thus ensuring food safety.
According to the Food Safety Law, supervision duties related to food safety
shall be undertaken by the State Council and its relevant departments. The State
Council shall establish a food safety committee. The food safety supervision and
administration departments under the State Council shall exercise supervision and
administration over food production and operation activities. The health
administrative department under the State Council shall organize the
implementation of risk monitoring and risk assessment of food safety and shall
formulate and issue national food safety standards in concert with the food safety
supervision and administration departments under the State Council. The
standardization administrative department under the State Council shall provide
the reference codes for these national standards. Food safety standards are
mandatory standards. No mandatory food standards other than food safety
standards shall be formulated. Other relevant departments under the State Council
shall carry out relevant food safety work.
Furthermore, the State has established a food safety traceability system.
According to the relevant laws and regulations above, food producers and operators
shall establish a whole-process food safety traceability system, and truthfully record
and keep information on procurement inspection, pre-delivery examination, food
sales, etc. in accordance with the requirements, so as to ensure the traceability of
food products. The food safety supervision and administration departments under
the State Council shall establish a coordination mechanism for whole-process food
safety traceability in collaboration with the agriculture administrative department
and other related departments under the State Council.
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Food Recall System
In accordance with the Food Safety Law, the State has launched a food recall
system. Upon discovery of food produced not conforming to food safety standards
or if there is any evidence proving that the foods produced may harm human health,
food producers must immediately cease production, recall foods on the market,
notify the relevant food producers, operators and consumers thereof, and keep
records of the recall and notification status.
On March 11, 2015, the China Food and Drug Administration (currently
known as the SAMR) formulated the Measures for the Administration of Food
Recalls ( ), which were last revised on October 23, 2020.
According to the Measures for the Administration of Food Recalls, the SAMR is
responsible for guiding the supervision and management of the national suspension
of production and operation, recall and disposal of unsafe foods. Food producers
and operators shall, according to law, assume primary responsibilities for food
safety, by establishing a sound management system, collecting and analyzing food
safety information and performing legal duties of the cease of production and
operation as well as recall and disposal of unsafe foods. Where food producers and
operators find that their produced and operated food products are unsafe, they
must immediately cease the production and operation, inform the relevant food
producers and operators to stop production and operation, urge the customers to
stop consumption by way of notices or announcements and take necessary measures
to prevent food safety risks.
Food producers and operators who violate the provisions on the suspension
of production and operation, recall and disposal of unsafe food products may be
subject to warnings, fines and other punishments from the market supervision and
management department.
Food Labelling Management
According to the Food Safety Law, prepackaged food shall be labeled. The
labels shall include the following items: (1) name, specification, net weight, and
production date; (2) content or ingredient table; (3) name, address, and contact
information of the producer; (4) best before date; (5) the standards code of the
product; (6) storage conditions; (7) generic names of food additives used under the
national standards; (8) the production license number; and (9) other items that are
required by laws, regulations and food safety standards. Food operators shall sell
food products in accordance with warning marks, warning specifications or
cautions stated on labels thereof.
In order to better implement the relevant provisions of the Food Safety Law,
on April 20, 2011, the Ministry of Health of the PRC (currently known as the
National Health Commission of the PRC) issued the National Food Safety Standard
General Rules for the Labeling of Prepackaged Food (ۜ࠮
) (GB 7718-2011), which came into effect on April 20, 2012.
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Import and Export of Goods
On May 12, 1994, the NPCSC issued the Foreign Trade Law of the PRC ( ʕശ
), which was last amended by the NPCSC on December 30,
2022 and came into effect on the same day. In accordance with the Foreign Trade Law
of the PRC, the department in charge of foreign trade under the State Council shall
be responsible for all foreign trade work throughout country, and work with other
relevant departments under the State Council to formulate, adjust and issue a
catalogue of goods and technologies that are restricted or prohibited from import
and export. In addition, the department in charge of foreign trade under the State
Council or, together with other relevant departments under the State Council, may,
with the approval of the State Council, make temporary decisions to restrict or
prohibit the import and export of specific goods and technologies not included in
the aforesaid catalogue to the extent permitted by laws. At the same time, with
reference to the notice on the Unified Platform of the Business System of the
Ministry of Commerce of the People’s Republic of China, according to the Decision
on Amending the Foreign Trade Law of the PRC (ҷ ʕശɛ͏΍ձ਷࿁̮൱
) made by the NPCSC on December 30, 2022, foreign trade operators
engaged in the import and export of goods or technologies were not required to go
through the filing and registration procedures from December 30, 2022.
Pursuant to the Administrative Provisions of PRC Customs on the
Recordation of Customs Declaration Entities (၍
) which was promulgated by the General Administration of Customs of the
PRC on November 19, 2021 and took effect on January 1, 2022, customs declaration
entities refer to consignees or consignors of imports and exports and customs
declaration enterprises which have filed record with the Customs pursuant to these
Provisions. Consignees or consignors of imports and exports and customs
declaration enterprises applying for filing shall obtain market entity qualification.
The recordation of the customs declaration entities is valid for a long period of time.
According to the Administrative Measures for the Safety of Imported and Exported
Food of the PRC ( ) which was
promulgated by the General Administration of Customs of the PRC on April 12,
2021 and took effect on January 1, 2022, import and export food production
enterprises shall make an application for filing to the local customs, and ensure that
the packaging and transportation methods for imported and exported food meet the
food safety requirements.
Pursuant to the Regulations of the People’s Republic of China on the
Registration and Administration of Overseas Manufacturers of Imported Food
( ), which was promulgated by
the General Administration of Customs of China on April 12, 2021 and effective as of
January 1, 2022, all overseas enterprises engaged in food production, processing or
storage for export to the Chinese market shall obtain registration with the General
Administration of Customs.
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Protection of Consumer Rights and Interests
On October 31, 1993, the NPCSC promulgated the Consumer Rights and
Interests Protection Law of the PRC ( ) (the
“Consumer Rights and Interests Protection Law”), which came into effect on
January 1, 1994. It was last amended by the NPCSC on October 25, 2013 and the
latest amended version came into effect on March 15, 2014. On March 15, 2024, the
State Council promulgated the Regulation on the Implementation of the Consumer
Rights and Interests Protection Law of the PRC (ج
ૢԷ), which was officially implemented on July 1, 2024.
According to the Consumer Rights and Interests Protection Law, the
consumers, when purchasing and utilising commodities or receiving services, enjoy
the inviolable right of personal and property safety. The consumers have the right to
demand the operators to provide commodities or services in compliance with the
requirements of ensuring personal and property safety. Business operators shall
adhere to the principle of voluntariness, equality, fairness, honesty and credibility
when having dealings with consumers. Consumers who suffer personal or property
damages as a result of purchasing or utilising goods or receiving services are
entitled to compensation in accordance with the law.
Advertisement
On October 27, 1994, the NPCSC promulgated the Advertising Law of the PRC
() (the “Advertising Law ”), which was lastly amended on
April 29, 2021. According to the Advertising Law, advertisements shall not have any
false or misleading content or defraud or mislead consumers. An advertiser shall be
responsible for the veracity of contents of advertisement. Where a false
advertisement is published, the market regulatory department shall order cessation
of publishing the advertisement, order the advertiser to eliminate adverse effects
within the corresponding extent, and impose a fine. Where a false advertisement has
caused any damage to the lawful rights and interests of consumers who purchase
goods or receive services, the advertiser shall assume civil liability in accordance
with the law.
Anti-Unfair Competition
On September 2, 1993, the NPCSC promulgated the Anti-Unfair Competition
Law of the PRC ( ) (the “Anti-Unfair Law ”), which
was lastly amended on April 23, 2019. According to the Anti-Unfair Law, businesses
shall, in their production and distribution activities, adhere to the free will, quality,
fairness, and good faith principles, and abide by laws and business ethics. A
business shall not conduct any false or misleading commercial publicity in respect
of the performance, functions, quality, sales, user reviews, and honors received of its
commodities, in order to defraud or mislead consumers, and shall not conduct
improper market activities to damage the interests of competitors, including forging
or passing off the trademarks, names and logos of others, infringing the business
secrets of others, conducting false or misleading publicity through advertising or
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other means, bribing, infringing the goodwill of competitors or the reputation of
their products. When the legitimate rights and interests of an operator are damaged
by unfair competition, it may start a lawsuit in the people’s court. In contrast, if an
operator violates the provisions of the Anti-Unfair Law, engages in unfair
competition and causes damage to another operator, it shall be liable for damages. If
the damage suffered by the injured operator is difficult to assess, the amount of
damages shall be the profit obtained by the infringer through the infringement. The
infringer shall also bear all reasonable expenses paid by the infringed operator to
stop the infringement.
Pricing
Pursuant to the Price Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷
) (the “Price Law”), promulgated by the National People’s Congress on
December 29, 1997 and effective on May 1, 1998, all pricing activities conducted
within the territory of the PRC are subject to its provisions. When determining
prices, operators should observe the principles of fairness, lawfulness and good
faith. The production and operation costs and the market supply and demand
situation should be the fundamental basis for the operator to determine the price.
When selling or purchasing goods and providing services, the operator shall clearly
indicate the price and indicate the name, origin of production, specifications, grade,
valuation unit and price of a commodity, or service item, charging standards and
other related particulars in accordance with the requirements of the competent
government price department. Furthermore, operators are expressly prohibited
from engaging in any unfair pricing activities, including manipulating market
prices, dumping commodities at a price lower than cost, inflating prices, deception
of consumers or other business operators by using false or misleading prices, and
price discrimination.
Intellectual Property Protection
Trademarks
On August 23, 1982, the NPCSC promulgated the Trademark Law of the PRC
() (the “Trademark Law”), which came into effect on March
1, 1983. It was last amended by the NPCSC on April 23, 2019 and the latest version
became effective from November 1, 2019. On August 3, 2002, the State Council
promulgated the Implementation Regulations of the Trademark Law of the PRC
(ૢԷ ) (the “Implementation Regulations of the
Trademark Law”), which came into effect on September 15, 2002. It was last
amended by the State Council on April 29, 2014 and the latest version became
effective from May 1, 2014. Registered trademarks are protected by relevant laws
and regulations such as the Civil Code, the Trademark Law and the Implementation
Regulations of the Trademark Law.
According to the Trademark Law and the Implementation Regulations of the
Trademark Law, the Trademark Office of National Intellectual Property
Administration is responsible for the registration and administration of trademarks
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throughout the country. Registered trademarks are trademarks approved and
registered by the Trademark Office of National Intellectual Property
Administration, including commodity trademarks, service trademarks, collective
trademarks, and certification marks. Goods that are required to use registered
trademarks according to the laws and administrative regulations must receive
approval at its trademark registration, as such goods are prohibited from being sold
unless registration has been approved by the Trademark Office. Registered
trademarks are valid for ten years commencing from the date of registration, unless
otherwise revoked by the Trademark Office. When it is necessary to continue using
the registered trademark upon expiration of period of validity, a trademark
registrant shall make an application for renewal in accordance with the
requirements. The period of validity for each renewal of registration shall be ten
years commencing from the next day of the expiration of the previous period of
validity. If the formalities for renewal have not been handled upon expiration of
period of validity, the registered trademarks will be deregistered.
Online Retail Businesses
On August 31, 2018, the NPCSC issued the E-commerce Law of the PRC
() (the “E-commerce Law”), which came into effect on
January 1, 2019. According to the E-commerce Law, “e-commerce” refers to business
activities carried out through information networks such as the Internet to sell
commodities or offer services. E-commerce operators shall go through the
registration of market entities in accordance with the law, except where individuals
sell self-produced agricultural and sideline products and household handicraft
products; individuals make use of their own skills to engage in labor service
activities for the convenience of the people and sporadic small-sum trading
activities which do not require a license in accordance with the law; and no such
registration is required by laws and administrative regulations. When engaging in
operation activities, e-commerce operators shall obtain relevant administrative
licenses in accordance with the law, failing which such e-commerce operators may
be subject to order of rectification within a prescribed period of time, imposition of
fines and order of suspension of operations by the market regulation department.
Product Quality and Product Liability
On February 22, 1993, the NPCSC promulgated the Product Quality Law of
the PRC () (the “Product Quality Law ”), which came
into effect on September 1, 1993. It was last amended by the NPCSC on December 29,
2018 and took effect on the same day. According to the Product Quality Law,
producers shall be liable for the quality of the products they produce, and sellers
shall also take measures to guarantee the quality of the products they sell. The
market regulation department of the State Council is in charge of the supervision
over product quality nationwide. The relevant departments under the State Council
shall be responsible for supervision over product quality within the scope of their
respective functions and responsibilities. If there are different provisions
concerning the supervision departments over product quality, such provisions shall
be applied. The State applies a system of supervision and inspection in respect of
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product quality with random inspection as the main method. Where the quality of
products for which supervision and random inspection have been carried out is not
up to standard, the market regulation department that carried out the supervision
and random inspection shall order the producer or seller to make rectification
within a time limit. Where the rectification is not made within the time limit, the
market regulation department of the people’s government at provincial level or
above shall issue a public announcement; where products are re-examined after the
announcement and are still not up to standard, the department shall order the
production to be suspended and the operations to be reorganised; where the quality
of products that has been re-examined after the expiry of the period for
reorganisation is still not up to standard, the business license shall be revoked. If an
individual or enterprise has quality issues in products they produce or sell, they
may be subject to order of suspension of production or sales, confiscation of
products produced and sold illegally, imposition of fines, confiscation of illegal
gains, revocation of business licenses or even investigation for criminal liabilities by
relevant authorities.
On May 28, 2020, the National People’s Congress promulgated the Civil Code
of the PRC (Պ) (the “Civil Code”), which became effective on
January 1, 2021. According to the Civil Code, a producer shall bear tort liability if its
product causes damage to others due to a defect. If a defect is found in a product
after it has been put into circulation, the producer and the seller shall take remedial
measures in a timely manner including, inter alia, withdrawal from sale, alerts and
recalls. In the event of expanded damage arising from a failure to take remedial
measures in a timely manner or inadequate remedial measures, the producer and
the seller shall also bear tort liability.
C. THAILAND REGULATORY OVERVIEW
Foreign Business Act, B.E. 2542 (1999) (“FBA”)
The FBA is the primary law restricting foreign investments in Thailand by
prohibiting or restricting non-Thai nationals (including juristic entities with at least
half of their capital owned by non-Thai nationals) from engaging in certain
restricted businesses unless a foreign business license is obtained from the Thai
Ministry of Commerce.
The FBA only focuses on the shareholdings of a foreigner or foreigner(s) in a
company in determining whether or not the company in question is considered a
“foreigner” under the FBA. Provided that foreigner(s) hold less than 50 per cent of
the shares in a company, even if more than half of the economic interests or voting
rights are vested in foreigners, the company would not be considered a “foreigner”
under the FBA.
According to the shareholding structure of IFB Thailand, even though more
than half of the voting rights in IFB Thailand are vested in the Company, foreign
shareholder, more than half of the total shares of IFB Thailand is nonetheless held by
a Thai limited company (“ Thai Company ”) with a Thai national holding a majority
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of its shares as an ultimate shareholder. Hence, IFB Thailand would not be
considered a “foreigner” under the FBA, and they can therefore engage in their
current businesses without being subject to the requirement to obtain a foreign
business license under the FBA. The shareholding structure of IFB Thailand is
currently not in contravention of the FBA based on the assumption that the Thai
Company is genuine investor of IFB Thailand.
However, the FBA prohibits Thai nationals or entities from acting as a
“nominee” by holding shares on behalf of, or acting for, foreign entities with a view
to circumventing the limitation on foreign ownership specified in the FBA.
As at the Latest Practicable Date, there had been no Supreme Court decision or
ruling of any competent government authorities on what constitutes a nominee
arrangement, and therefore one cannot rule that the shareholding structure of IFB
Thailand, whereby Thai individual shareholders have less economic interests and
voting rights than the shareholding percentage in IFB Thailand (by way of holding a
preference share) would render such Thai shareholders as nominees under the FBA.
Personal Data Protection Act, B.E. 2562 (2019)
The PDPA is the main legislation governing personal data protection in
Thailand. The PDPA governs collection, use, and disclosure of personal data by a
personal data controller (i.e., person or legal entity with decision-making power on
collection, use or disclosure of personal information) or the personal data processor
(i.e., person or legal entity who processes the collection, use or disclosure of
personal data per instruction from or on behalf of a personal data controller)
residing in Thailand, whether the collection, use, or disclosure is done in Thailand
or not.
The personal data controller is generally prohibiting from collecting, using or
disclosing personal data, unless consent from the owner of personal data has been
obtained or unless otherwise permitted by other laws. The request for consent must
clearly provide the purpose(s) of collection, use or disclosure. Consent may be
revoked at any time, but such revocation does not effect to the collection, use or
disclosure of the personal data which has been made prior to the revocation.
Consent obtained pursuant to a request that does not comply with the requirements
under the PDPA is not binding on the personal data owner.
The PDPA imposes certain obligations on the personal data controller and
personal data processor, such as data security measures, maintenance of records of
use and disclosure, etc. Furthermore, transfer of personal data to a foreign country
may be made, provided that that country or the international organization who
receives personal data has sufficient data protection standards in accordance with
personal data protection criteria promulgated under the PDPA.
The PDPA provides the owners of personal data the right to access personal
data maintained by the personal data controller and, in certain circumstances
specified in the PDPA, request for destruction or personal data or suspension on the
use or disclosure of personal data.
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The PDPA provides for civil liability, criminal liability, and administrative
penalty for violation. Civil liability under the PDPA includes compensation for
damage and punitive damage in the amount not exceeding twice the amount of
actual damage. Criminal liability ranges from imprisonment of up to six months or
a fine of up to THB500,000 or both, depending on the nature of violation.
Administrative penalty includes an administrative fine of up to THB5,000,000,
depending on the nature of violation.
Labour Protection Act B.E. 2541 (1998)
In Thailand, the relationship between employers and employees (including
wages, rights, and benefits of employees) is governed by the Labour Protection Act
B.E. 2541 (1998) (as amended) (the “ LPA”). Any agreement between the employees
and the employers that provides benefits to the employees lower than the standards
specified in the LPA will be void. In addition to the rights set out in the LPA,
employees are also entitled to other rights with regards to, among others, safe
working conditions, social securities, and compensations for work-related injuries.
Furthermore, a foreigner may legally be employed in Thailand for certain functions,
including manual labour, provided that the employer sponsors the application for
work permit for such foreigner.
Export Laws
Under Thai law, the importation and exportation of certain categories of
goods may be subject to regulatory requirements, including the need to obtain
specific permits or licenses, as well as compliance with applicable customs duties,
tariffs, and value-added tax obligations. The responsibility to secure the relevant
permits or licenses and to pay any applicable duties or taxes rests with the importer
or exporter, as the case may be.
In addition, the exportation of goods from Thailand may also be subject to the
laws and regulations of the receiving country, including import restrictions,
product-specific standards, labeling requirements, and foreign licensing regimes.
Exporters must ensure compliance not only with Thai export regulations but also
with the regulatory requirements of the jurisdiction into which the goods are being
shipped.
Failure to comply with applicable export control requirements may result in
delays, penalties, or seizure of goods by customs authorities in either the exporting
or importing jurisdiction.
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D. TAXATION
The statements below on Hong Kong and Singapore tax consequences are general in nature
and are based on certain aspects of current tax laws in Hong Kong and Singapore and
administrative guidelines and circulars in force as at the date of this prospectus and are subject to
any changes in such laws, administrative guidelines or circulars, or the interpretation of those
laws, guidelines or circulars, occurring after such date, which changes could be made on a
retroactive basis. These laws, guidelines and circulars are also subject to different interpretations
and the relevant tax authorities or the courts could later disagree with the explanations or
conclusions set out below. Neither these statements nor any other statements in this prospectus are
intended or are to be regarded as legal or tax advice and should not be taken to constitute legal or
tax advice. The statements made herein merely provide a general overview. The information
contained herein does not purport to be a comprehensive or exhaustive description of all the
relevant tax considerations and does not purport to apply to all categories of prospective investors,
some of whom may be subject to special rules. Prospective investors should consult their own tax
advisors concerning the application of tax laws of Hong Kong, Singapore and Thailand to their
particular situation as well as any consequences of the purchase, ownership and disposition of the
Shares arising under the laws of any other taxing jurisdiction. Neither the Company nor any of the
Sole Sponsor, Sole Sponsor-Overall Coordinator, Sole Overall Coordinator, Sole Global
Coordinator, Sole Bookrunner, Joint Lead Managers, any of the Underwriters, any of their
respective directors, officers, employees, agents or representatives of any of them or any other
parties involved in the Global Offering assumes any responsibility for any tax consequences or
liabilities that may arise from the subscription for, holding or disposal of the Shares.
Hong Kong Taxation of the Company
Profits Tax
Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong
Kong), Hong Kong profits tax will be chargeable in respect of profits of the
Company arising in or derived from Hong Kong at a maximum tax rate of 16.5%.
Subject to certain conditions, a two-tiered profits tax regime may apply under which
the first HK$2,000,000 of assessable profits of the Company will be taxed at half of
the Hong Kong standard profits tax rate (i.e. 8.25%). Dividend income derived by
the Company from subsidiaries which are subject to Hong Kong profits tax will be
specifically tax-exempted. Dividend income derived by the Company from its
overseas subsidiaries will generally be considered to be sourced outside of Hong
Kong and will not be subject to Hong Kong profits tax.
Hong Kong Taxation of Shareholders
Tax on Dividends
No tax will be payable in Hong Kong in respect of dividends paid by the
Company to its Shareholders.
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Profits Tax
Hong Kong profits tax will not be payable by any Shareholders (other than
Shareholders carrying on a trade, profession or business in Hong Kong and holding
the Shares for trading purposes) on any capital gains made on the sale or transfer of
the Shares. Trading gains derived from dealings in the Shares by persons carrying
on a trade, profession or business in Hong Kong may be subject to Hong Kong
profits tax at a maximum tax rate of 15% for unincorporated bodies and 16.5% for
corporations if arising in or derived from Hong Kong in connection with such trade,
profession or business. Trading gains derived from the sale of Shares effected on the
Stock Exchange will be deemed by the Hong Kong Inland Revenue Department as
derived from or arising in Hong Kong for profits tax purposes. Shareholders are
advised to seek advice from their own professional advisers as to their particular tax
position.
Stamp Duty
The sale, purchase and transfer of Shares are subject to Hong Kong stamp duty
if such sale, purchase and transfer are effected on the Share register of members of
the Company, including in circumstances where such transaction is effected on the
Stock Exchange. The stamp duty is charged to each of the seller and purchaser at the
ad valorem rate of 0.1% of the consideration for, or (if higher) the fair value of the
Shares being sold or transferred. In other words, a total of 0.2% is currently payable
on a typical sale and purchase transaction of the Shares. In addition, a fixed duty of
HK$5 is charged on each instrument of transfer (if required).
Estate Duty
Hong Kong estate duty was abolished on 11 February 2006. No Hong Kong
estate duty will be payable by Shareholders in relation to the Shares owned in the
Company.
Singapore Taxation
Individual Income Tax
Individual taxpayers are subject to Singapore income tax on income accruing
in or derived from Singapore, unless any exemption applies. Foreign-sourced
income received in Singapore by a Singapore tax resident individual, except for
income received through a partnership in Singapore, is exempt from Singapore
income tax if the Comptroller of Income Tax in Singapore is satisfied that the tax
exemption would be beneficial to the individual.
An individual will be regarded as being tax resident in Singapore in a year of
assessment if, in the preceding year, he was physically present in Singapore or
exercised employment in Singapore (other than as a director of a company) for 183
days or more, or if he resides in Singapore. A Singapore citizen or Singapore
permanent resident who normally resides in Singapore except for temporary
absences will be regarded as a tax resident for a particular year of assessment.
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A Singapore tax resident individual is taxed at progressive rates ranging from
0% to 24%, with allowable deductions for applicable expenses, donations and
personal reliefs. The various personal income tax relief schemes are administered
the Inland Revenue Authority of Singapore (“ IRAS”). Generally, a non-Singapore
tax resident individual is subject to tax on employment income at the flat rate of 15%
or at the progressive resident tax rates, whichever is the higher tax amount, while
their other Singapore-sourced income are taxed at 24%.
Corporate Income Tax
A corporate taxpayer is regarded as a resident in Singapore for Singapore
corporate income tax purposes if the control and management of its business is
exercised in Singapore. “Control and management” refers to the making of
decisions on strategic matters, such as those on the company’s policy and strategy.
Typically, the location of the company’s board of directors’ meetings, during which
strategic decisions are made, is a key factor in determining where the control and
management is exercised. However, under certain scenarios, holding board
meetings in Singapore may not be sufficient and other factors will be considered to
determine if the control and management of the business is indeed exercised in
Singapore.
Under the Income Tax Act 1947 of Singapore (“ ITA”), corporate taxpayers are
subject to Singapore income tax on:
a) Income accruing in or derived from Singapore; and
b) Income derived from outside Singapore (i.e., foreign-sourced income)
which is received or deemed received in Singapore,
unless the income is specifically exempted.
Foreign sourced income in the form of dividends, branch profits and service
income received or deemed received in Singapore by Singapore tax resident
companies are exempt from Singapore income tax, provided that the qualifying
conditions are met.
The prevailing corporate income tax rate for both resident and non-resident
companies is 17%. Under the Partial Tax Exemption (“ PTE”) Scheme, 75.0% of up to
the first S$10,000, and 50.0% of up to the next S$190,000 of a company’s chargeable
income to be taxed at the prevailing corporate income tax rate (“ normal chargeable
income”) are exempt from corporate income tax. Any chargeable income in excess of
S$200,000 will be fully taxable at the prevailing corporate income tax rate.
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Dividend distributions
All Singapore resident companies are currently under the one-tier corporate
tax system (“one-tier system”). Under the one-tier corporate tax system for
dividends, the tax on corporate profits is final and dividends paid by
Singapore-resident companies are tax-exempt in the hands of the shareholder,
regardless of the legal form or the tax residency status of the shareholder.
Dividends paid by Singapore-resident companies to resident or non-resident
shareholders are also not subject to Singapore withholding tax.
Shareholders/investors are advised to consult their own tax advisers in
respect of the tax laws of their respective countries of residence which are applicable
on such dividends received by them and the applicability of any double taxation
agreement that their country of residence may have with Singapore.
Gains on Disposal of the Shares
Generally, Singapore does not have a capital gains tax regime. However, with
effect from January 1, 2024, gains from the disposal of foreign assets (as defined
under the ITA) may be subject to tax under certain circumstances.
There are no specific laws or regulations which deal with the characterisation
of whether a gain derived from the sale or disposal of shares is income or capital in
nature. The determination of the nature of a gain derived from the sale or disposal of
shares is based on the facts or circumstances of each case and with reference to
various factors drawn from established case law principles, commonly known as
“badges of trade”.
Insofar as gains from the disposal of the Shares are concerned:
a) Any gains from the disposal of our Shares which are considered to be
capital in nature will not be taxable in Singapore.
b) To the extent that the gains from the disposal of our Shares is construed
to arise from or are otherwise connected with the activities of a trade or
business carried on in Singapore, such gains may be construed to be of
an income nature and taxable in Singapore.
In addition, subject to the fulfillment of certain conditions, section 13W of the
ITA provides for certainty on non-taxability of gains derived by a corporate
taxpayer from the disposal of ordinary shares during the period from June 1, 2012 to
December 31, 2027 (both dates inclusive) where the divesting company has held at
least 20% of the ordinary shares in the investee company for a continuous period of
at least 24 months immediately prior to the disposal.
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Further, it was proposed in the Singapore Budget 2025 that the following
changes to section 13W will take effect for disposal gains derived on or after 1
January 2026:
(a) the sunset date under section 13W will be removed;
(b) the scope of eligible gains for tax exemption will be expanded to include
gains from the disposal of preference shares that are accounted for as
equity by the investee company under the applicable accounting
principles; and
(c) the assessment of the shareholding threshold may be considered on a
group basis.
Further details would be released by the authorities by 3Q 2025.
Further, corporate shareholders of our Shares who adopted, or who are
required to adopt, the Statutory Board Financial Reporting Standard (“ SB-FRS”)
109 or Singapore Financial Reporting Standard (International) 9 (“ SFRS(I) 9”), as
the case may be, may be required to recognise gains or losses in accordance with the
provisions of SB-FRS 109 or SFRS(I) 9 even though no sale or disposal of Shares is
made. If so, the gains or losses on the Shares (not being gains or losses in the nature
of capital), may be taxed or allowed as a deduction for Singapore income tax
purposes notwithstanding such gains or losses being unrealised in nature.
Shareholders are advised to consult their own accounting and tax advisers
regarding the Singapore income tax consequences in respect of their subscription
for, ownership and disposal of the Shares.
Withholding Tax
Under sections 45 and 45A of the ITA, certain amounts paid or payable
(including interest, royalties, and management fees) by a resident payor or a
permanent establishment in Singapore to a non-resident person are subject to
withholding tax. Subject to conditions, the withholding tax rates may be reduced or
exempt under applicable avoidance of double taxation agreements concluded by
Singapore with other countries.
Goods and Services Tax
Under the Goods and Services Tax Act 1993 of Singapore (“ GSTA”), goods
and services tax (“ GST”) is charged on any supply of goods or services made in
Singapore where it is a taxable supply made by a taxable person in the course or
furtherance of any business carried on by the taxable person, as well as certain
imported supplies procured by a taxable person that is not entitled to full input tax
credit or that belongs to a GST group that is not entitled to full input tax credit as
well as certain imported supplies procured by (i) a taxable person that is not entitled
to full input tax credit or that belongs to a GST group that is not entitled to full input
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tax credit, or (ii) a non-GST registered consumer in Singapore. The prevailing GST
rate with effect from January 1, 2024 is 9%.
A taxable person for GST purposes is a person who is registered or required to
be registered under the GSTA. A company is liable to be registered for GST if the
total value of its taxable supplies made in Singapore for the past one year exceeds
S$1 million, or where there are reasonable grounds for believing that its taxable
supplies will exceed S$1 million in the following 12 months.
The sale of the Shares by an investor belonging to Singapore through an
SGX-ST member or to another person belonging in Singapore is an exempt supply
not subject to GST. Any GST directly or indirectly incurred by the investor in respect
of this exempt supply will generally become an additional cost to the investor.
Where the Shares are sold by a GST-registered investor to a person belonging
outside Singapore, the sale is a taxable supply subject to GST at zero-rate. Any GST
incurred by a GST-registered investor in the making of this supply in the course of
furtherance of his business is claimable as a refund from the Comptroller of GST.
Services such as brokerage, handling and clearing services rendered by a
GST-registered person to an investor belonging in Singapore in connection with the
investor’s purchase, sale or holding of the Shares will be subject to GST at the
current rate of 9%. Similar services rendered to an investor belonging outside
Singapore are subject to GST at zero-rate.
Stamp Duty
There is no Singapore stamp duty payable on the subscription for, and
issuance of our Shares.
Singapore stamp duty is payable on a transfer of shares if there is an
instrument of transfer executed in Singapore or if there is an instrument of transfer
executed outside Singapore which is received in Singapore. In such situations,
stamp duty is payable on the instrument of transfer of shares at the rate of 0.2% of
the consideration for, or market value of, the shares, whichever is higher.
Where the instrument of transfer is executed in Singapore, stamp duty must
be paid within 14 days of the execution of the instrument of transfer. Where the
instrument of transfer is executed outside Singapore and received in Singapore,
stamp duty must be paid within 30 days of receipt of the instrument of transfer in
Singapore. Where an electronic instrument is executed outside Singapore, the
electronic instrument is treated as received in Singapore under the following
scenarios: (a) it is retrieved or accessed by a person in Singapore, (b) an electronic
copy of it is stored on a device (including a computer) and brought into Singapore,
or (c) an electronic copy of it is stored on a computer in Singapore.
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Given the above, it is likely that no Singapore stamp duty will be payable
where our Shares are acquired by holders solely in book entry form through CCASS
or any other facility outside Singapore to the extent that the instruments of transfer
(including electronic instruments) are not received in Singapore and all electronic
records and any information relating to such transfers are not electronically
received by persons in Singapore, stored on any server or device in Singapore or
made accessible to any person in Singapore. Stamp duty will be payable if there is an
instrument (including an electronic instrument) for the transfer of our Shares which
is either executed in Singapore or executed outside Singapore and received in
Singapore.
Stamp duty is borne by the purchaser unless there is an agreement to the
contrary.
Estate Duty
Singapore estate duty was abolished with respect to all deaths occurring on or
after February 15, 2008.
Tax Treaties between Hong Kong and Singapore
There is no comprehensive avoidance of double taxation agreement entered
into between Hong Kong and Singapore.
Effect of holding Shares through CCASS or outside CCASS on tax payable
The holding of the Shares through the CCASS in Hong Kong or outside
CCASS should not give rise to any additional Singapore income tax implications.
Thailand Taxation
Taxation of Dividends
Dividends in respect of shares are generally subject to Thai withholding tax at
a rate of 10%, whether paid to non-resident corporate investors or to non-resident
individual investors.
Taxation of Capital Gains
Gains realized by a non-resident corporate holder from the sale or other
disposition of shares outside Thailand in connection with which payment is made
neither from nor within Thailand and neither the purchaser nor the seller reside or
do business in Thailand, are not subject to Thai tax.
Gains realized by a Thai resident corporate holder from the sale or other
deposition of shares outside Thailand should be regarded as foreign sourced income
and should be aggregated with other incomes and be subject to Thai taxation.
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Gains realized by a non-resident individual holder from the sale or other
disposition of shares outside Thailand in connection with which payment is made
neither from nor within Thailand and neither the purchaser nor the seller resides or
does business in Thailand, are not subject to Thai tax. A non-resident individual
may be considered as a Thai tax resident if a person has lived in Thailand for at least
180 days or more in a year.
Gains realized by a Thai resident individual holder from the sale or other
deposition of shares outside Thailand should be regarded as foreign sourced income
and not subject to Thai taxation as long as such gains are not transferred or brought
into Thailand.
Personal Income Tax
Non-resident individual holders may be subject to Thai personal income tax at
progressive rates ranging from 5% to 35% on net income (taxable income less
deductible expenses and allowances) derived from Thailand, including any cash
dividends and other distributions paid by us and any gains on sale or other
dispositions of the shares realized during any calendar year. Tax withheld by us in
respect of such dividends and other distributions, and by purchasers in respect of
any such gains, may be credited against any Thai personal income tax payable at
year end by such non­resident individual holders, who may be entitled to a refund
with respect to such taxes withheld.
Tax Treaties
Each non-resident holder should inquire for himself or herself whether he or
she is entitled to the benefit of a tax treaty between Thailand and his or her resident
country. Where an applicable tax treaty so provides, any otherwise taxable gain on
the sale or other disposition of shares may be exempt from or subject to reduced
Thai withholding tax. Thailand currently has no treaty in effect that reduces or
exempts non-resident holders from Thai withholding taxes on payments of
dividends and other distributions except for a treaty between Taiwan and Thailand
where the withholding tax rate is reduced to 5%, provided that the recipient is the
beneficial owner of the dividends, directly holds at least 25% of the capital of the
company paying the dividends, and has no permanent establishment in Thailand.
Thailand currently has tax treaties for the avoidance of double taxation within the
following countries: Armenia, Australia, Austria, Bahrain, Bangladesh, Belarus,
Belgium, Republic of Bulgaria, Cambodia, Canada, Chile, China, Republic of
Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Great
Britain and Northern Ireland, Hong Kong SAR, Hungary, India, Indonesia, Ireland,
Israel, Italy, Japan, Republic of Korea, Kuwait, Laos, Luxembourg, Malaysia,
Republic of Mauritius, Myanmar, Nepal, The Netherlands, New Zealand, Norway,
Oman, Pakistan, the Philippines, Poland, Romania, Russia, Seychelles, Singapore,
Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Chinese Taipei,
Tajikistan, Republic of Turkey, Ukraine, United Arab Emirates, the USA, Uzbekistan
and Vietnam.
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Stamp Duty
Thailand stamp duty is payable on a transfer of shares if there is an instrument
of transfer executed in Thailand or if there is an instrument of transfer executed
outside Thailand which is brought into Thailand. In such situations, a stamp duty of
Baht 1 per every Baht 1,000 (0.1%) or fraction thereof of the greater of the paid-up
value of shares and the selling price of the shares is payable within 15 days from the
date of execution of a share transfer instrument in Thailand, or within 30 days from
the date the share transfer instrument is brought into Thailand if executed outside
Thailand. On the other hand, even if the parties are Thai, if the share transfer
instrument is executed overseas and has not been brought into Thailand, the duty is
not payable. No Thailand stamp duty will be payable where the Shares are acquired
by holders solely in book entry form through CCASS or any other facility outside
Thailand.
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OUR HISTORY
Overview
Originating from Thailand, we are a ready-to-consume beverage and food company,
successfully operating if brand, the coconut water category leader in mainland China and
Hong Kong.
Our history dates back to 2013, when if brand was conceptualised and launched by
our founder, Mr. Pongsakorn Pongsak. Since then, General Beverage had been operating if
brand for, among other things, sale of ready-to-drink fruit juice products under if brand in
the global market, with an emphasis on coconut-based beverages. In 2022, Innococo brand
was introduced. In January 2023, as part of General Beverage’s restructuring efforts to
streamline operations and focus on brand management, if and Innococo brands were
transferred to us through the Business Restructuring, and the Group was established.
In February 2024, the Company was incorporated in the Singapore under the
Companies Act as a private company limited by shares, and became the holding company
of the Group through the Pre-IPO Reorganization.
Key Milestones
The following sets out a summary of the Group’s key corporate and business
development milestones:
Year Milestone(s)
2013 if brand was conceptualised and launched.
2015 Products under if brand were introduced in the Hong Kong market.
Our flagship product if 100% coconut water, was introduced and
distributed for sale in Thailand and Hong Kong.
2016 Our if 100% coconut water product was recognised as the top-selling
coconut-flavoured juice beverage in Hong Kong.
2017 Products under if brand were introduced in the mainland China
market.
if brand was awarded the “Consumer Favourite Fruit-Juice
Beverage” award in Hong Kong SAR by Focus Media Hong Kong.
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Year Milestone(s)
2018 if brand was awarded the “Large Corporate (Juice)” award in the
Asian Export Awards, organised by Manufacturing Asia.
2019 General Beverage began engaging third party suppliers for the
co-packing of products under if brand, as sales demand for such
products increased beyond their in-house production and packing
capacity.
2020 Tetra Pak packaging was introduced for some of if products.
Plant-based snacks were developed and introduced into the suite of
if product offerings.
2022-2023 Innococo brand was developed and introduced for sale of an
additional line of coconut-based beverages.
The Group was established as part of General Beverage’s
restructuring efforts, beginning with the incorporation of IFB
Singapore and the transfer of if and Innococo related trademarks to
IFB Singapore.
IFB Thailand was incorporated to provide business support services
for the Group.
2024 The Company was incorporated.
if brand was awarded Superbrand Thailand status by the Thailand
Superbrands Council.
Our if 100% coconut water and if coconut black tea products were
awarded the “Superior Taste Award” by the International Taste
Institute.
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ESTABLISHMENT AND DEVELOPMENT OF THE GROUP
1. Early Development
Our history dates back to 2013, when if brand was conceptualised and launched by
our founder. Since then, General Beverage, the Controlling Shareholder, had been
operating if brand for, among other things, sale of ready-to-drink fruit juice products
under if brand in the global market, with an emphasis on coconut-based beverages.
General Beverage was established by Mr. Pongsakorn Pongsak in September 2011, and has
been primarily engaging in the manufacturing and distribution of food and beverage
products in Thailand since its establishment. General Beverage has been controlled by Mr.
Pongsakorn Pongsak.
Historically, General Beverage directly operated three core business lines: (i)
manufacturing and domestic sales of food and beverages under if and VITADAY brands
within Thailand; (ii) manufacturing and international sales of food and beverages,
primarily under if and Innococo brands (the “International Business ”); and (iii)
manufacturing services for third party brands.
Prior to the Business Restructuring, General Beverage managed the three core
business lines as a single integrated business without utilizing separate entities or
establishing separate financial controls, including maintenance of separate accounts
records. Despite the International Business has its dedicated sales and marketing team, all
other operational functions, including procurement, manufacturing, human resources,
administrative, research and development, as well as finance, were shared across business
lines of General Beverage and undertaken by General Beverage on an integrated basis as
further detailed below.
General Beverage’s Monitoring of its Business Lines before the Business
Restructuring
Although each of the three business lines may have required different key
performance indicators (KPIs) and budgeting considerations, such as expected
capital expenditures, operating expenditures and performance evaluation metrics,
the management and monitoring of these business lines were conducted in a
centralized manner under the oversight of General Beverage’s then chief executive
officer, i.e. Mr. Pongsakorn Pongsak, who could be identified as the chief operating
decision maker (the “ CODM”) of General Beverage.
Operationally, the CODM oversaw the activities of the three business lines as
part of a single legal entity and was responsible for day-to-day operational
decision-making, oversight of key business decisions, resource allocation, and
performance assessment:
(i) While performance data was collected for each business line, the extent
of financial and operational monitoring was limited to selected metrics,
such as revenue and allocated profit before administrative expenses and
finance costs. These metrics were presented to the CODM to facilitate
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resource allocation and performance evaluation. Importantly,
administrative expenses and finance costs were not monitored or
reported at the individual business line level. Instead, these shared
costs were allocated to each business line based on their respective
revenues, as they were centrally incurred and not directly attributable
to any specific business line.
(ii) This centralized management structure meant that the business lines
were not independently managed as distinct operating segments. The
CODM made decisions for General Beverage as a whole, relying on
aggregated financial information rather than comprehensive, discrete
financial data for each business line. The accounting records were also
maintained at the consolidated level without segregation for the
individual business lines.
(iii) While some business-line-specific KPIs, such as revenue growth or
market penetration, were monitored, overall performance assessment
was conducted at the consolidated level. Centralized functions, such as
treasury management, procurement, human resources, administrative
activities, and research and development (R&D), further limited the
ability to isolate segment-specific performance metrics.
(iv) Although each business line may have had distinct operational
requirements, such as capital or operating expenditures, these budgets
were primarily focused on revenue, which were subject to approval by
the CODM and were not independently managed by the business lines.
Sales and marketing strategies for the International Business, for
instance, were formulated by its dedicated team but still required the
CODM’s approval, ensuring centralized decision-making.
Business Records
General Beverage recorded all its historical business transactions and
processes through enterprise resource planning (ERP) systems. However, as General
Beverage managed the three business lines as an integrated business, it did not
maintain separate accounting records for all accounts for its three business lines.
The comprehensive data in its ERP systems enables General Beverage to
identify and allocate certain historical accounts for the year ended December 31,
2022, including revenue, direct sales and marketing expenses, as well as associated
balance sheet items, to the International Business.
However, no separate accounting records were maintained for all accounts for
its three business lines in the ERP system, as these three business lines are operated
by the same legal entity and managed as an integrated business as explained above.
Transactions were recorded and accounted for by specific departments such as
Domestic Sales, International Business, OEM and other supporting units such as
Research and Development, Human Resource, Purchasing and Accounting
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department, as opposed to by business lines. As such, not all the transaction and
balances can be allocated between the business lines except for revenue, certain
selling and distribution expenses, certain trade and other receivables, certain other
current assets, other long-term investments and investment properties.
Accordingly, despite having access to the cost of sales data in its ERP systems,
General Beverage is unable to allocate its historical cost of sales for the year ended
December 31, 2022 to the International Business in a manner that is rational and
consistent with the year ended December 31, 2023. Moreover, certain General
Beverage’s historical expenditure items related to the International Business, which
form the basis of its historical expenses, as well as related balance sheet items, were
never separately recorded in accordance with the three business lines, prior to the
Business Restructuring.
Further Details on the International Business
The International Business was one of the three core business lines of General
Beverage, with a revenue contribution of approximately 60% of General Beverage’s
total revenue in 2022. Before the Business Restructuring, General Beverage adopted
an asset-heavy model to operate the International Business, which involved both
sales and self-manufacturing certain of its products with its in-house facilities,
which incurred fixed costs associated with maintaining production facilities (e.g.,
depreciation, utilities and labour expenses tied to the facilities), supplemented by
outsourced bottling services.
Specifically, General Beverage procured raw ingredients (including coconut
water) and raw materials for products sold both within Thailand and through the
International Business. The coconut water was sourced from local farmers or local
collectors. The choice between sourcing directly from farmers or engaging collectors
typically depended on logistical considerations such as transportation distance.
Where long-distance transportation was required, General Beverage engaged local
collectors to aggregate coconut water from farmers. The collected coconut water
was then transported in temperature-controlled tanks to General Beverage’s
manufacturing facilities.
At these facilities, General Beverage produced coconut water in accordance
with its proprietary formula. To meet growing demand, General Beverage also
engaged third-party co-packers, who are food and beverage manufacturers in
Thailand to bottle a portion of its natural coconut water products. In these
arrangements, General Beverage supplied the ready-for-packaging coconut water to
the co-packers, along with detailed instructions and, where applicable, customized
bottle molds for the production and design of containers, packaging, and labels.
Similarly, General Beverage also engaged third-party co-packers to bottle a portion
of its other beverages where General Beverage supplied processed ingredients to the
co-packers, along with packaging instructions. Co-packers were responsible for
sourcing the required packaging materials as part of their bottling services.
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With respect to its snack product line, General Beverage selected product
offerings that were either (i) developed in accordance with the finished goods
specifications of its co-packers or (ii) formulated based on common raw ingredients
and flavor profiles selected and adjusted at the request of General Beverage. These
co-packers produced snacks products and packaged products based on General
Beverage’s branding and packaging instructions. The co-packers were responsible
for procuring the necessary raw ingredients and packaging materials.
Finished products manufactured by General Beverage were shipped directly
from its facilities to customers of the International Business, and products bottled by
co-packers were shipped from the co-packers’ facilities to customers of the
International Business.
In 2022, products accounting for approximately 33% of the total sales by the
International Business were self-manufactured by General Beverage. In 2022, the
International Business had 35 customers located in 19 countries or regions, and
General Beverage engaged six Thailand-based co-packers to provide bottling
services for the International Business’s coconut water products. In additional,
General Beverage sourced coconut water directly from 33 local farmers, and through
two local collectors.
The table below sets forth the revenue contribution of the International
Business by geographic market:
2022
US$ %
(in thousands,
except for percentages)
Mainland China 34,808 78.1
Hong Kong 7,241 16.3
Singapore 849 1.9
Taiwan 520 1.2
Cambodia 434 1.0
Others
(1) 696 1.5
Total 44,548 100.0
Note:
(1) Others include a total of 13 markets, such as Malaysia, South Korea, and Laos, each
contributing only a small fraction to the total revenue of the International Business.
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Selected Operating Data of the International Business in 2022
The following tables set forth the International Business’s revenue, average
selling price and sales volume by brand and by product in each major geographical
region in 2022.
2022
Average
selling price (1) Sales volume(2) Revenue (3)
(US$ per liter/kg) (liters/kg ‘000) (US$ ‘000)
(unaudited and
unreviewed)
if
Coconut water-related beverage
Coconut water 1.12 33,176 37,179
Other coconut water-related 1.26 2,098 2,647
Other beverages 1.10 1,779 1,951
Plant-based snacks 10.45 33 346
Innococo
Coconut water-related beverage
Coconut water 1.14 1,558 1,776
Notes:
(1) Average selling prices of beverages are in US$/liter, and average selling prices snacks are
in US$/kg.
(2) Sales volumes of beverages are in liters, and sales volumes of snacks are in kgs.
(3) In addition to sales of if and Innococo products, revenue in 2022 also included sales of
General Beverage’s other beverage products. Such sales amounted to US$0.6 million,
accounting for 1.5% of the International Business’s total revenue in 2022.
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2022
Average
selling price (1) Sales volume(2) Revenue
(US$ per liter/kg) (liters/kg ‘000) (US$ ‘000)
(unaudited and
unreviewed)
China
Coconut water-related beverage
Coconut water 1.14 27,284 30,994
Other coconut water-related 1.28 1,643 2,103
Other beverages 1.08 1,314 1,422
Plant-based snacks 10.46 28 288
Hong Kong
Coconut water-related beverage
Coconut water 1.11 5,737 6,349
Other coconut water-related 1.19 355 423
Other beverages 1.15 396 453
Plant-based snacks 10.83 2 16
Others
(3)
Coconut water-related beverage
Coconut water 0.94 1,713 1,612
Other coconut water-related 1.22 99 121
Other beverages 0.71 1,019 723
Plant-based snacks 10.25 4 42
Notes:
(1) Average selling prices of beverages are in US$/liter, and average selling prices snacks are
in US$/kg.
(2) Sales volumes of beverages are in liters, and sales volumes of snacks are in kgs.
(3) Other markets include a total of 16 countries and regions, such as Singapore, Taiwan,
Cambodia, Malaysia, South Korea and Laos.
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2. Business Restructuring
Given the International Business’s demand, in particular from the China market,
and the resultant robust growth over the past years, in December 2022, General Beverage
initiated a restructuring and established the Group (the “ BusinessRestructuring ”), which
segregated the International Business, particularly the if and Innococo brands, from the
other two business lines, streamlining operations and enabling a focused approach. The
Business Restructuring involves the following key steps:
Establishment of IFB Singapore
IFB Singapore, one of our subsidiaries and the previous parent company of the
Group before the Company’s incorporation, was incorporated in Singapore on
December 8, 2022. At the time of incorporation, IFB Singapore had an issued and
paid-up share capital of S$1,000,000 comprising 1,000,000 ordinary shares. IFB
Singapore was then wholly owned by Mr. Pongsakorn Pongsak. IFB Singapore
primarily engages in the wholesale of food and beverage products, and is our
principal operating subsidiary.
Transfer of if and Innococo Related Trademarks
On January 1, 2023, IFB Singapore entered into a trademark assignment
agreement (the “Trademark Assignment Agreement ”) with General Beverage,
pursuant to which, IFB Singapore acquired all the if and Innococo related trademarks
held by General Beverage and all rights, titles and interests therein (including but
not limited to beneficial rights or interests, copyright, trademark rights, economic
rights, legal title and all goodwill of the business associated therewith, in all
jurisdictions) at a consideration of US$11,240,350 (including applicable taxes),
which was determined based on a valuation report issued by an independent valuer.
The valuation was determined based on the income approach with the following
key specific assumptions, including (a) the trademarks having indefinite useful
lives and a terminal year growth rate of 2.1%, (b) a discount rate of 12.8% to 14.5%,
and (c) a royalty rate of 2.5% for if brand and 2.0% for Innococo brand, which was
determined with reference to, among other things, a range of market royalty rate
and the qualitative assessment of the strength of the trademarks. Such consideration
had been fully settled in August 2024.
Business Relationships and Supporting Functions
In order to support the businesses of the Group and as the supporting
functions under the International Business were shared with General Beverage
previously, contracts for some of the employees, including all the employees of the
R&D department of the International Business which developed and retained
relevant proprietary formulas and recipes of the International Business, were
discontinued with General Beverage and entered into with the Group as part of the
Business Restructuring. Non-disclosure agreements are executed with the relevant
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employees. After the Business Restructuring, such proprietary formulas and recipes
became proprietary know-hows of the Group.
The Group continued all necessary business relations previously managed by
the International Business, including the distributors and the co-packers, but enters
into contracts, with different terms taking into the new asset-light business model of
the Group, with those parties independently. In particular, there had been the
following changes in the business relationship with the co-packers reflecting such
changes in the business model:
(a) in terms of scope of service, before the Business Restructuring, the
services provided by third-party co-packers under the International
Business were limited to basic bottling services for a bottling fee for
both coconut water products and other beverage products, and General
Beverage would supply the coconut water and other processed
ingredients to the co-packers. After the Business Restructuring, the
co-packers are responsible for both manufacturing our other beverage
products and packaging all products, and the Group is not a supplier of
coconut water or any other raw ingredients to the co-packers. Also see
“Business — Our Fulfillment Process”; and
(b) in terms of form of engagement, before the Business Restructuring, the
arrangements with co-packers under the International Business were
informal, typically based on quotations for each production run. The
quotation was short term in nature with terms covering that certain
order. After the Business Restructuring, new contracts with the
co-packers of the Group incorporate specific terms and conditions
pertaining to minimum guaranteed quantities, product quality, and the
maintenance of confidentiality etc. Duration of contracts is also longer,
ranging from 1-5 years.
Consequently, since January 1, 2023, the Group has been operating if and
Innococo brands in the global markets
1 as a standalone organization, distinct from
General Beverage’s other business lines.
New Asset-light Business Model of the Group
After the Business Restructuring, the change in the Group’s business model
after the Business Restructuring is evident when examining key aspects such as
revenue drivers, cost drivers, profit margins and risk profiles, specifically,
(i) Revenue drivers. Before and after the Business Restructuring, the
primary revenue driver remained the volume of products sold, which
was mainly influenced by market demand. However, following the
Business Restructuring, the revenue drivers became more
operations-led, reflecting a shift in the business model. For instance:
1 For Thailand, the Group has licensed General Beverage to continue to sell products bearing if and Innococo
trademarks under the IFB T rademarks Licence Agreement. See “Connected T ransactions.”
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a. streamlined management processes: post-Business Restructuring,
the Company implemented more efficient management processes,
enabling faster decision-making and improved operational
execution compared to centralized management at General
Beverage level.
b. partnership with the co-packers: by collaborating with local
co-packers, the Company achieved faster shipping times and
higher inventory turnover. This not only reduced delivery times
but also allowed the Company to respond more effectively to
shifts in local demand and quickly scale its operations, driving
revenue growth. Additionally, the Group can expand its network
of co-packers beyond Thailand to other strategic locations, such as
the Philippines and Vietnam. This expansion will better support
the Company’s plans to enter new markets, including the USA,
Australia, and Europe
c. dedicated R&D for product customization: after the Business
Restructuring, the establishment of a dedicated R&D department
allowed the Company to launch new products tailored to local
markets and improve existing products based on customer
preferences. This enhanced the Company’s ability to innovate and
adapt to market needs has become a more significant revenue
driver compared to the pre-Restructuring period.
(ii) Cost drivers. The Business Restructuring led to a fundamental change
in cost drivers, particularly in the cost of sales. Before the Business
Restructuring, General Beverage operated with a partial internal
production model, which included fixed costs associated with
maintaining production facilities, supplemented by outsourced bottling
services. After the Business Restructuring, the Group transitioned to a
fully outsourced manufacturing approach, without the need to supply
raw materials, resulting in a cost structure that became variable. For
example, with outsourced manufacturing, the cost of sales is now
directly proportional to production volume, as it is determined by the
number of bottles ordered from co-packers. This eliminates fixed costs
such as production facility expenses, which previously added a layer of
rigidity to the cost structure. The shift to outsourced manufacturing has
also reduced overhead expenses, as co-packers assume responsibility
for production-related costs and risks.
(iii) Risk profiles. The Business Restructuring also altered the Group’s risk
profile through minimizing inventory risk by adopting an outsourced
manufacturing model, and eliminating the need for significant capital
investments in production facilities and equipment.
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In contrast to the asset-heavy model of the International Business, after
the Business Restructuring, the Group operates under an asset-light model. It
focuses on building a strong brand recognition for if and Innococo brands and
expanding their presence and penetration in the global markets (excluding
Thailand) as well as product development, while relying entirely on
co-packers to manufacture and package its products. Also see “Relationship
with the Controlling Shareholders.”
Rationale for the Trademarks and New Business model-driven Business
Restructuring
Comparing to a transfer of business under the relevant accounting standards,
such trademark-driven Business Restructuring is more appropriate and
commercially sensible due to:
(i) theneedofanewbusinessmodelandmarketingstrategy: the business
model and marketing strategy of the Group is distinct from that of
General Beverage. For instance, IFB Singapore, a subsidiary of the
Company, has entered into agreements with various co-packers to
ensure that there is sufficient supply of finished products without
actually engaging in any manufacturing activities or provision of any
ingredients for the end products. This strategy is different from
international business division under General Beverage, where General
Beverage partly manufactured the end product by itself and partly
outsourced the bottling services;
In addition, following the Business Restructuring, the Group’s
marketing strategy transitioned from General Beverage’s traditional
reliance on third-party distributors to a more self-directed marketing
approach aligned with the Group’s brand and focus. The Group
gradually developed its own dedicated marketing department, starting
with eight staff in 2023 and expanding to 15 in 2024. The International
Business mainly relied on distributors to promote its products by
offering distributors volume-based rebates, which facilitated their
consumer-facing promotion activities, such as the distribution of free
samples and the offering of promotional discounts. In contrast, the
Company invested more in building brand equity directly since 2023,
such as engaging prominent brand ambassadors, as well as launching
impactful advertisements and other out-of-home advertising initiatives,
and distributors remained focused on on-the-ground promotional
activities within their channels. This shift enables the Group to build a
consistent brand identity and execute cohesive campaigns to support
growth across its markets.
(ii) time and cost saving: enter into new contracts with customers and
suppliers as needed instead of having lengthy negotiation in novating
all existing contracts from General Beverage. New contracts were
entered based on the Group’s marketing strategy, which is distinct from
that of General Beverage. These straightforward arrangements reduced
the complexity of the Business Restructuring and enabled the new
business model to go live faster; and
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(iii) less risks/burden: transfer of all contracts from General Beverage
would include existing terms and conditions, which are not entirely
applicable to the new business model and inherit more risk compared to
entering into new contracts.
The Business Restructuring allowed the Group to submit an application to
Inland Revenue Authority of Singapore and claimed the writing down allowances
over a 5-year period (on a straight-line basis) from the year ended December 31,
2023.
General Beverage’s Monitoring of its Business Lines after the Business
Restructuring
After the Business Restructuring, General Beverage underwent a significant
shift in its operational and financial management structure, with the Group being
established as a separate organization and a separate set of operating processes has
been set up since commencement of operations.
(i) General Beverage continues to monitor its remaining business lines,
while the Group formulated and implemented its own operational plans
independently, including defining KPIs, setting budgeting needs (e.g.,
capital and operating expenditures), and managing performance;
(ii) the Group has separate accounting, treasury management,
procurement, human resources, administrative activities, and R&D
functions, that were previously centralised; and
(iii) since February 2024, Mr. Pongsakorn Pongsak ceased to act as the chief
executive officer of General Beverage, and General Beverage’s new chief
executive officer, who does not hold any positions within the Group,
focuses on monitoring the results of operations for the Group as a whole
through the review of the Group’s periodic financial information. After
the Listing, such periodic financial information would be based on the
financial information published by the Company from time to time.
Financial Implications of the Business Restructuring
In summary, as the Business Restructuring only involved the transfer of
trademarks, the Group cannot apply common control accounting to its historical
financial information because the Business Restructuring does not qualify as a
business combination under common control. In addition, the “carve-out” approach
in compliance with HKSIR 200 Appendix 2 cannot be adopted even if common
control accounting can be applied. For detailed analysis, see “Financial Information
— Selected Financial Information of the International Business.”
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3. Series A Investment and Series B1 Investment in IFB Singapore
From 2023 to 2024, there were two rounds of share transfers in IFB Singapore, which
include the series A investment made by Ms. Piyamas Lertvorapreecha under the 2023
share transfers (the “ Series A Investment ”) and the series B1 investment made by the PP
Transferees (as detailed below) under the 2024 share transfers (the “ Series B1
Investment ”). For further details, see “— Details of the Pre-IPO Investments.”
The table below sets forth the shareholding structure of IFB Singapore immediately
after completion of the above share transfers in 2023 and 2024 and before the Share Swap
(as defined below).
Name of Shareholders Description
Number of
Shares
Shareholding
percentage
(%)
General Beverage Controlling Shareholder 800,000 80.00
Mr. Pongsakorn Pongsak Controlling Shareholder 73,450 7.35
Ms. Piyamas Lertvorapreecha Pre-IPO Investor 30,000 3.00
Ms. Metaphon Pornanektana Executive Director and
chief commercial
officer
10,000 1.00
Ms. Vipada Kanchanasorn Executive Director and
chief operating officer
10,000 1.00
The PP Transferees, including:
Xinre (Hong Kong) Industrial
Co., Limited
Pre-IPO Investor 12,250 1.23
Guangzhou Yuanlian Supply
Chain Management Co., Ltd
Pre-IPO Investor 11,420 1.14
Mr. Att Thongtang Pre-IPO Investor 8,570 0.86
Mr. Chotikorn Panchasarp Pre-IPO Investor 8,570 0.86
Mr. Piyadit Atsavasirisuk Pre-IPO Investor 5,710 0.57
Mr. Greeganit Chokchainarong Pre-IPO Investor 5,710 0.57
Ms. Warasiri Chaitrakulthong Pre-IPO Investor 5,710 0.57
Ms. Pichapim
Patamasatayasonthi
Pre-IPO Investor 4,080 0.41
Mr. Marvee Simaroj Pre-IPO Investor 3,570 0.36
Mr. Chavit Luanpijpong Pre-IPO Investor 2,850 0.29
Ms. Chataya Supanpong Pre-IPO Investor 2,850 0.29
Ms. Pimsa Wannaiampikul Pre-IPO Investor 1,420 0.14
Ms. Natta Siripattananun Pre-IPO Investor 850 0.09
Mr. Vorathep Sirirat-usdorn Pre-IPO Investor 710 0.07
Mr. Patchara
Lewchalermwong
Pre-IPO Investor 710 0.07
Mr. Natchapol Tachatuwanan Pre-IPO Investor 600 0.06
Ms. Acharee Tiyabhorn Pre-IPO Investor 570 0.06
Ms. Virithipa Pakdeeprasong Pre-IPO Investor 400 0.04
Total 1,000,000 100.00
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4. Establishment of and Changes in Share Capital of IFB Thailand
Establishment
IFB Thailand, one of our subsidiaries, was incorporated in Thailand on
January 26, 2023. At the time of incorporation, Mr. Pongsakorn Pongsak, IFB
Singapore, Ms. Metaphon Pornanektana (our executive Director and chief
commercial officer) and Ms. Vipada Kanchanasorn (our executive Director and chief
operating officer) each held 5,098, 4,900, one and one ordinary share(s) in IFB
Thailand, respectively. The two ordinary shares held by Ms. Metaphon
Pornanektana and Ms. Vipada Kanchanasorn were transferred to Mr. Pongsakorn
Pongsak in February 2024 at a consideration of THB200, which was dully settled in
February 2024. IFB Thailand primarily provides business coordination services,
including administrative, logistics and support services.
Issuance of Preference Share
On December 28, 2023, IFB Thailand issued one preference share to IFB
Singapore at par value, for a total consideration of THB100, which was dully settled
on the same day. On December 31, 2023, Mr. Pongsakorn Pongsak, IFB Singapore
and IFB Thailand entered into a shareholders’ agreement (which was subsequently
amended on January 30, 2024, the “ IFB Thai Shareholders’ Agreement ”) for the
purpose of regulating their relationship as shareholders of IFB Thailand and certain
matters on the management and operations of IFB Thailand.
Pursuant to the IFB Thai Shareholders’ Agreement, the preference share ranks
pari passu with all other shares of IFB Thailand, except that (i) the preference share is
entitled to 5,000,000 votes, as compared to an ordinary share which is entitled to one
vote; (ii) declared dividends in IFB Thailand will be distributed in the following
proportion: (a) 99.89% of the total dividends shall be distributed to the holder of a
preference share; and (b) 0.11% of the total dividends shall be distributed equally
among the holders of ordinary shares; and (iii) in the case of liquidation of IFB
Thailand, (a) Mr. Pongsakorn Pongsak shall be entitled to repayment in an amount
equivalent to not more than the par value of IFB Thailand shares which he had paid
to IFB Thailand prior to such winding up (amounting to THB510,000), and (b) IFB
Singapore shall be entitled to any remainder after the distribution to Mr.
Pongsakorn Pongsak.
By virtue of the rights attaching to the preference share, IFB Singapore was
entitled to 99.89% of the voting rights in IFB Thailand, and also entitled to receive
the distribution of 99.89% of total dividends of IFB Thailand. The 5,100 ordinary
shares in IFB Thailand were held by Mr. Pongsakorn Pongsak to maintain an
appropriate shareholding composition held by the Thai national under the
applicable foreign investment laws in Thailand, under which a
Thailand-incorporated company whose shares are held as to more than half by any
foreign entities is restricted from engaging in certain businesses in Thailand,
including but not limited to the provision of services, unless a foreign business
license is obtained from the Thai authority.
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2025 Share Transfer
On March 21, 2025, Mr. Pongsakorn Pongsak transferred 5,100 ordinary shares
of IFB Thailand held by him, representing approximately 51% of the total share
capital of IFB Thailand, to General Beverage (a company incorporated in Thailand)
at a consideration of THB510,000, which was determined based on the par value of
IFB Thailand’s shares (the “ 2025 Share Transfer in IFB Thailand”).
On the same date, Mr. Pongsakorn Pongsak, General Beverage and the
Company entered into an adherence agreement to the IFB Thai Shareholders’
Agreement, by virtue of which, General Beverage shall be bounded by the IFB Thai
Shareholders’ Agreement as if it became a party to the IFB Thai Shareholders’
Agreement since the date of the adherence agreement.
The consideration of the share transfer has been duly settled and completed
on March 21, 2025. Upon completion, General Beverage became a shareholder of IFB
Thailand, holding 5,100 ordinary shares of IFB Thailand, and Mr. Pongsakorn
Pongsak ceased to be a direct shareholder of IFB Thailand. By virtue of the rights
attaching to the preference share under the IFB Thai Shareholders’ Agreement, the
Company is still entitled to 99.89% of the voting rights in IFB Thailand and 99.89%
of the total dividends declared by IFB Thailand (the “ IFB TH Structure”). The 5,100
ordinary shares in IFB Thailand are held by General Beverage (a company
incorporated in Thailand) to maintain an appropriate shareholding composition
held by the Thai national (including corporate entity) under the applicable foreign
investment laws in Thailand, under which a Thailand-incorporated company whose
shares are held as to more than half by any foreign entities is restricted from
engaging in certain businesses in Thailand, including but not limited to the
provision of services, unless a foreign business license is obtained from the Thai
authority. Our legal advisers as to Thai law have advised the IFB TH Structure is
permissible under Thai laws and regulations, legally valid and in compliance with
and not in contrary to any and all applicable Thai laws and regulations.
Key terms of the IFB Thai Shareholders’ Agreement
In addition to the voting power attached to the preference share described
above, the other salient terms contained in the IFB Thai Shareholders’ Agreement
are as follows:
(a) consent required for transfer by General Beverage for share transfer: General
Beverage shall not sell, transfer, assign, or otherwise dispose of, or create any
encumbrance on, any of its IFB Thailand shares without the prior written
consent of the Company, which consent may be withheld at our absolute
discretion;
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(b) right of first refusal (“ ROFR”): if General Beverage wishes to sell or otherwise
transfer its IFB Thailand shares to a third party, it shall first serve an ROFR
notice to the Company specifying the details of the proposed sale, including
the identity of the proposed buyer and the price offered by the proposed
buyer for each ROFR share, and the Company shall be entitled, but not
obliged, to purchase the ROFR shares upon the terms and subject to the
conditions specified in the ROFR notice;
(c) tag along: should General Beverage be entitled to sell the ROFR shares to the
proposed buyer, it shall first serve a tag along notice to the Company. The
Company shall have the right (but not the obligation) to exercise tag along
rights to in such proposed sale upon the terms and subject to the conditions
specified in the tag along notice;
(d) drag along: should the Company wishes to sell its shares in IFB Thailand to a
third party, the Company shall have the right (but not the obligation) to serve
a drag along notice to General Beverage and require General Beverage to sell
its IFB Thailand shares to the proposed buyer at a price at least equal to the
price offered by the proposed buyer for the Company’s IFB Thailand shares
and upon the terms and subject to the conditions specified in the drag along
notice;
(e) winding up: in the event IFB Thailand is wound up or dissolved, if the IFB
Thailand has the remaining assets to be distributed to its shareholders, such
assets and/or any capital return shall be distributed as follows:
(i) in priority to any payment to other shareholders of IFB Thailand,
General Beverage shall be entitled to the repayment of capital return in
an amount equivalent to not more than the par value of IFB Thailand
shares which he had paid to IFB Thailand prior to such winding up. As
at the Latest Practicable Date, such amount is equivalent to THB
510,000; and
(ii) the Company shall be entitled to the repayment of the remaining of
capital return after the distribution in (i);
(f) default: a party shall be in default under the IFB Thai Shareholders’ Agreement
if, among other things, it is in material or persistent breach of the IFB Thai
Shareholders’ Agreement and, in the case of any material breach, where such
breach is capable of remedy, it fails to remedy such breach within 30 days after
receipt of written notice from the other party of such breach. Within 20
business days of the occurrence of such default, the non-defaulting party shall
have the right to purchase all of the defaulting party’s shares in IFB Thailand
in accordance with terms and conditions as set forth in the IFB Thai
Shareholders' Agreement; and
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(g) termination: the IFB Thai Shareholders’ Agreement shall terminate: (i) upon
mutual agreement of the parties; (ii) when any party to the IFB Thai
Shareholders’ Agreement ceases to hold any shares in IFB Thailand; or (iii)
when a resolution is passed by the shareholders or creditors of IFB Thailand
for, or an order is made by a court or other competent body or person
instituting a process that leads to, IFB Thailand being wound up and its assets
being distributed among IFB Thailand’s creditors or shareholders.
5. Establishment of the Company and the Pre-IPO Reorganization
Establishment of the Company
On February 27, 2024, the Company was incorporated in the Singapore under
the Companies Act as a private company limited by shares under the name of “IFBH
Pte. Ltd.” At the time of incorporation, the Company had an issued and paid-up
share capital of S$1.00 comprising one Share. Mr. Pongsakorn Pongsak was the sole
shareholder of the Company at the time of its establishment.
Acquisition of shares in IFB Thailand
On March 6, 2024, the Company entered into a share transfer instrument with
IFB Singapore, pursuant to which, the Company acquired 4,900 ordinary shares and
one preference share of IFB Thailand from IFB Singapore, representing
approximately 49% of the total share capital of IFB Thailand at a consideration of
THB1,372,000 and THB280, respectively, which was determined based on the
proportionate share of the unaudited net asset value of IFB Thailand as at February
29, 2024.
On the same date, the Company entered into an adherence agreement to the
IFB Thai Shareholders’ Agreement with Mr. Pongsakorn Pongsak and IFB
Singapore, by virtue of which, the Company shall be bounded by the IFB Thai
Shareholders’ Agreement as if it became a party to the IFB Thai Shareholders’
Agreement since the date of the adherence agreement. As such, the Company was
entitled to all the rights and benefits thereunder, including the right and benefit of
the preference share with respect to the voting power and the dividend distribution.
The consideration has been duly settled and completed on March 6, 2024.
Upon completion, the Company became a shareholder of IFB Thailand, holding
4,900 ordinary shares and one preference share of IFB Thailand. IFB Singapore
ceased to be a shareholder of IFB Thailand. By virtue of the rights attaching to the
preference share under the IFB Thai Shareholders’ Agreement, the Company is
entitled to 99.89% of the voting rights in IFB Thailand and 99.89% of the total
dividends declared by IFB Thailand, and IFB Thailand became a subsidiary of the
Company.
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Acquisition of shares in IFB Singapore
On March 26, 2024, the Company entered into a share swap agreement with
the then-shareholder of IFB Singapore, pursuant to which the Company acquired
the entire shares in IFB Singapore from the then-shareholders of IFB Singapore, at an
aggregate consideration equivalent to the net asset value of IFB Singapore of
approximately S$1,792,554.63 as at February 29, 2024 (the “ Share Swap”). Pursuant
to the share swap agreement, the consideration was settled by the allotment and
issue of an aggregate of 999,999 Shares pro-rata to the then-shareholder of IFB
Singapore based on the proportion of shares of IFB Singapore purchased from them
respectively.
Upon completion of the Share Swap, IFB Singapore became a wholly-owned
subsidiary of the Company. The table below sets forth the shareholding structure of
the Company immediately after completion of the Share Swap.
Name of Shareholders
Number of
Shares
Shareholding
percentage
(%)
General Beverage 800,000 80.00
Mr. Pongsakorn Pongsak 73,450 7.35
Ms. Piyamas Lertvorapreecha 30,000 3.00
Ms. Vipada Kanchanasorn 10,000 1.00
Ms. Metaphon Pornanektana 10,000 1.00
The PP Transferees 76,550 7.65
Total 1,000,000 100.00
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Corporate structure after the Pre-IPO Reorganisation
Our simplified shareholding structure relevant to the Pre-IPO Reorganisation
immediately after its implementation and after the 2025 Share Transfer in IFB
Thailand was as follows:
Mr. Pongsakorn
Pongsak
The PP Transferees
the Company
100%
50.99%(2)
49.01%(2)
80.00%
91%
7.35% 7.65% 5.00%
IFB Thailand
(Thailand)
IFB Singapore
(Singapore)
General Beverage Other existing
Shareholders(1)
Notes:
(1) Other existing Shareholders include Ms. Piyamas Lertvorapreecha (an Independent Third
Party), Ms. Metaphon Pornanektana (our executive Director and chief commercial officer)
and Ms. Vipada Kanchanasorn (our executive Director and chief operating officer), each
held 3.00%, 1.00% and 1.00% of the then total issued Shares, respectively.
(2) The share capital of IFB Thailand comprises (a) 10,000 ordinary shares, which are held by
General Beverage to 51% and the Company as to 49%, respectively; and (b) one preference
share, which is held by the Company. By virtue of the rights attaching to the preference
share, the Company is entitled to 99.89% of the voting rights in IFB Thailand and 99.89% of
the total dividends declared by IFB Thailand. The 5,100 ordinary shares in IFB Thailand
are held by General Beverage to maintain an appropriate shareholding composition held
by the Thai national under the applicable foreign investment laws in Thailand.
Our legal advisers as to Singapore law and Thai law have advised that all
requisite approvals and consents for the Pre-IPO Reorganization have been
obtained.
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6. Series B2 Investment
On March 15, 2024, the Company, General Beverage and Mr. Pongsakorn Pongsak
entered into, among other things, a share subscription agreement (the “ Share
Subscription Agreement ”) with Aquaviva Co., Ltd. (“ Aquaviva”), pursuant to which
Aquaviva agreed to subscribe for 125,000 new Shares, representing 11.11% of the total
issued and paid-up share capital of the Company immediately upon completion of such
share issuance, at a total subscription price of US$17.5 million (the “ Series B2
Investment ”). Aquaviva was an investment vehicle established solely for investing in the
Company, which was set up by Fullerton Alternatives Funds 2 VCC, Oasis Partners Co.,
Ltd. and 10BIF Limited (collectively, the “ Series B2 Investors ”) in January 2024 to be the
only counterparty negotiating the transaction with Mr. Pongsakorn Pongsak to facilitate
an efficient negotiation and execution process. Aquaviva was held by Fullerton
Alternatives Funds 2 VCC, Oasis Partners Co., Ltd. and 10BIF Limited as to approximately
46.03%, 38.10% and 15.87%, respectively. The consideration was determined between
Aquaviva and the Company with reference to the agreed pre-money equity valuation of
the Group at US$140,000,000 based on arm’s length negotiation.
On April 1, 2024, the Company issued 125,000 Shares to Aquaviva. The
consideration has been duly settled and the share issuance was completed on the same
date.
The table below sets forth the shareholding structure of the Company immediately
after completion of the Series B2 Investment.
Name of Shareholders
Number of
Shares
Shareholding
percentage
(%)
General Beverage 800,000 71.11
Aquaviva 125,000 11.11
Mr. Pongsakorn Pongsak 73,450 6.53
Ms. Piyamas Lertvorapreecha 30,000 2.67
Ms. Vipada Kanchanasorn 10,000 0.89
Ms. Metaphon Pornanektana 10,000 0.89
The PP Transferees 76,550 6.80
Total 1,125,000 100.00
As stipulated in the Share Subscription Agreement, it is acknowledged by the
parties that Aquaviva may be dissolved and liquidated so that the Series B2 Investors
could directly hold the Shares for their easier transaction and administration, in
anticipation of the Company’s previous plan of the Proposed Listing in Singapore. As a
result of its dissolution and liquidation, the 125,000 Share held by it would be distributed
to its three shareholders, i.e., the Series B2 Investors on a pro rata basis in accordance with
their respective shareholding in Aquaviva, with relevant rights and obligations assigned
and novated to the Series B2 Investors. On April 12, 2024, after the dissolution and
liquidation of the Aquaviva, each of the Series B2 Investors entered into a deed of
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adherence to the Shareholders’ Agreement (as defined below), pursuant to which, the
Series B2 Investors became Shareholders in place of Aquaviva, and assumed its rights and
obligations, including the special rights, under the Shareholders’ Agreement.
The table below sets forth the shareholding structure of the Company immediately
after the dissolution and liquidation of Aquaviva.
Name of Shareholders
Number of
Shares
Shareholding
percentage
(%)
General Beverage 800,000 71.11
Mr. Pongsakorn Pongsak 73,450 6.53
Ms. Piyamas Lertvorapreecha 30,000 2.67
Ms. Vipada Kanchanasorn 10,000 0.89
Ms. Metaphon Pornanektana 10,000 0.89
Fullerton Alternatives Funds 2 VCC 57,540 5.11
Oasis Partners Co., Ltd. 47,619 4.23
10BIF Limited 19,841 1.76
The PP Transferees 76,550 6.80
Total 1,125,000 100.00
DETAILS OF THE PRE-IPO INVESTMENTS
Details of the rounds of the Pre-IPO Investments, including the Series A Investment,
the Series B1 Investment and the Series B2 Investment, are set out below:
Series A Investment Series B1 Investment Series B2 Investment
Date of the agreement April 7, 2023 October 10, 2023 March 15, 2024 (2)
Number of shares
purchased/subscribed (1)
30,000 76,550 125,000
Cost per share S$1 (original) or
S$0.005 (assuming
the Share Swap and
the Share Split had
already taken place)
US$140 (original) or US$0.7 (assuming the
Share Swap and the Share Split had already
taken place)
Total Consideration S$30,000 US$10,717,000 US$17,500,000
Discount to the mid-point of
the Offer Price Range
99.88% 79.45%
Date of settlement
(last payment)
April 7, 2023 March 11, 2024 April 1, 2024
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Notes:
(1) The number of share purchased or subscribed set out in the table is disclosed based on the actual
number of shares of IFB Singapore or the Company (as applicable) purchased by or subscribed for
by the Pre-IPO Investors at the time of relevant round of the Pre-IPO Investment, and without
taking into account of the Share Swap and the Share Split.
(2) Being the date of the Share Subscription Agreement entered into between the Company, General
Beverage, Mr. Pongsakorn Pongsak and Aquaviva. As disclosed under “— 6. The Series B2
Investment” in the section above, as a result of the dissolution and liquidation of Aquaviva, the
125,000 Shares held by it were distributed to its three shareholders, i.e., the Series B2 Investors on
a pro rata basis in accordance with their respective shareholding in Aquaviva.
The consideration of the Series A Investment was determined based on the then
paid-up share capital of IFB Singapore, considering the early development stage of the
Group. The consideration of the Series B1 Investment and the Series B2 Investment was
determined with reference to the agreed pre-money equity valuation of the Group at
US$140,000,000 based on arm’s length negotiation.
All proceeds received from the Series B2 Investment will be utilized by the
Company for marketing, product development, supply chain improvement and
geographical expansion. As at the Latest Practicable Date, none of the proceeds had been
utilized.
There is no lock-up requirement on Ms. Piyamas Lertvorapreecha in respect of the
Series A Investment.
The PP Transferees agree to a lock-up period until the date falling 12 months after
the date of the listing of IFB Singapore on the SGX-ST under the Series B1 Investment.
Each of the PP Transferees further entered into a lock-up undertaking in favour of each of
the Company, Sole Sponsor and the Sole Overall Coordinator (for itself and on behalf of
the Underwriters). See “Underwriting — Undertakings by each of the Over-allotment
Option Grantors and the PP Transferees.”.
The Series B2 Investors shall not sell or transfer any of its Shares unless it sells or
transfers its Shares in accordance with the following: (a) the sale or transfer of the Shares
to its affiliate in accordance with the relevant clause in the Shareholders’ Agreements; or
(b) the sale or transfer of the Shares in accordance with the requirements set out in the
provisions on the right of first refusal, tag-along right, sale in a deadlock scenario and a
default sale scenario under the Shareholders’ Agreements. The Shareholders’ Agreements
will be terminated upon the Listing, and such transfer restrictions will cease to be
applicable upon the Listing accordingly. Each of the Series B2 Investors further entered
into a lock-up undertaking in favour of each of the Company, Sole Sponsor and the Sole
Overall Coordinator (for itself and on behalf of the Underwriters). See “Underwriting —
Undertakings by each of the Over-allotment Option Grantors and the PP Transferees.”.
The Directors were of the view that the Company would benefit from the capital
raised through the Pre-IPO Investment, the Pre-IPO Investors’ knowledge and experience,
and the strategic value that Pre-IPO Investors would bring to our business.
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Rights of the Pre-IPO Investors
Some of the Pre-IPO Investors, namely the PP Transferees (other than the Corporate
PP Transferees) and the Series B2 Investors, were granted some special rights in
connection with their investments in the Group.
The PP Transferees (other than the Corporate PP Transferees)
In connection with the Series B1 Investment, the PP Transferees (other than the
Corporate PP Transferees) were granted a put option by Mr. Pongsakorn Pongsak,
pursuant to which (and as further amended and agreed among the parties), such PP
Transferee is entitled to require Mr. Pongsakorn Pongsak to purchase all of the Shares held
by such PP Transferee after the Share Swap at a purchase price equalling the consideration
of the Series B1 Investment, if the Company fails to complete the Listing by December 31,
2026. The put option shall lapse and cease to be exercisable upon Listing.
Save for the put option, the PP Transferees are not entitled to any other special rights
in connection with the Series B1 Investment.
The Series B2 Investors
A shareholders’ agreement (the “ Shareholders’ Agreement ”) was entered into
between, among others, the Company, the then Shareholders and Aquaviva Co., Ltd.
relating to the operation and management of the Company. Pursuant to the Shareholders’
Agreement and the deed of adherence dated April 12, 2024 (together, the “ Shareholders’
Agreements ”), the Series B2 Investors were granted certain special rights in relation to the
Company including, among other things, a put option (as detailed below), information
rights, director appointment rights, rights of first refusal and tag-along rights in respect of
the Shares. Pursuant to the Shareholders’ Agreements and a side letter dated April 7, 2025,
the Shareholders’ Agreements and the Option Agreement (as defined below) shall
terminate upon Listing.
Pursuant to an option agreement entered into between Mr. Pongsakorn Pongsak and
Aquaviva Co., Ltd. dated March 15, 2024 and the Shareholders’ Agreements, the Series B2
Investors were also granted a put option (the “ Put Option”) by Mr. Pongsakorn Pongsak,
pursuant to which, the Series B2 Investors are entitled to require Mr. Pongsakorn Pongsak
to purchase all of the Shares held by such Series B2 Investors at an exercise price of an
amount that would cause an internal rate of return of the Series B2 Investors equaling to
net twelve (12.0)% per annum in respect of their respective investment in the Shares, if the
Company fails to complete the Listing by December 31, 2026. The Put Option shall lapse
and cease to be exercisable upon Listing.
Save for the rights described above, the Series B2 Investors are not entitled to any
other special rights in connection with the Series B2 Investment.
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On the basis that (i) the consideration for the Pre-IPO Investments was settled more
than 28 clear days prior to the date of the Company’s submission of the listing application
to the Stock Exchange, (ii) the put-options granted to the Series B2 Investors and certain
PP Transferees of the Company shall only be exercisable if the Listing does not take place
by December 31, 2026 and will terminate upon Listing; and (iii) the Shareholders’
Agreements will terminate upon Listing, the Sole Sponsor has confirmed that, the Pre-IPO
Investments are in compliance with Chapter 4.2 under the Guide for New Listing
Applicants published by the Stock Exchange.
Background of the Pre-IPO Investors
The background information on the Pre-IPO Investors is set out below. We became
acquainted with the Pre-IPO Investors primarily through our or the Controlling
Shareholders’ business network. To the best of our knowledge, information and belief and
having made all reasonable enquiries, save for 10BIF Limited which is wholly owned by
Mr. Tawat Kitkungvan, our non-executive Director, all the Pre-IPO Investors are
Independent Third Parties.
Ms. Piyamas Lertvorapreecha
Ms. Piyamas Lertvorapreecha is an individual investor. She is a friend of Mr.
Pongsakorn Pongsak and an Independent Third Party.
The PP Transferees
The PP Transferees comprise 16 individuals who are friends and business contacts of
Mr. Pongsakorn Pongsak, as well as two entities controlled by two of the Group’s major
customers, including Xinre (Hong Kong) Industrial Co., Limited and Guangzhou Yuanlian
Supply Chain Management Co., Ltd. Xinre (Hong Kong) Industrial Co., Limited is
ultimately held by Luo Jiandong as to 65% and Lu Xiaoyong as to 35%. Guangzhou
Yuanlian Supply Chain Management Co., Ltd. is controlled by Feng Xiaohe as to 67% and
Chen Yuwen as to 30%.
For details of the individuals, see “— Establishment and Development of the Group
— 3. Share Transfers in IFB Singapore.” Each of the PP Transferees and its ultimate
controllers (where applicable) is an Independent Third Party.
The Series B2 Investors
Fullerton Thai Private Equity Fund, a sub-fund of Fullerton Alternatives Funds 2 VCC
(“FAF2 VCC”)
FAF2 VCC is incorporated as a variable capital company and is situated in the
Republic of Singapore. Fullerton Fund Management Company Ltd. (“ Fullerton”) is the
investment manager for FAF2 VCC. LH-THAIPE1UI (LH Fund Thai Private Equity 1 Not
for Retail Investors) is the major investor of FAF2 VCC accounting for more than 90% of
FAF2 VCC. LH-THAIPE1UI is the mutual fund managed by Land and Houses Fund
Management Co., Ltd. The mutual fund consists of more than 400 investors whereby no
single investor owns more than 5% of the fund.
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Incorporated in 2008, Land and Houses Fund Management Co., Ltd. is
headquartered in Bangkok and is regulated under Thai Securities and Exchange
Commission. It currently oversees around US$2.7 billion of assets under management.
Incorporated in 2003, Fullerton is headquartered in Singapore, and has associated
offices in Shanghai, Jakarta and Brunei. Fullerton is part of Seviora, an independent asset
management group, owned by Temasek. Income Insurance, a leading Singapore insurer, is
a minority shareholder of Fullerton. As at December 31, 2024, Fullerton has a total AUM of
approximately US$39.8 billion.
Oasis Partners Co., Ltd. (“Oasis Partners”)
Oasis Partners is an investment holding company incorporated under the laws of
Thailand on January 12, 2024 solely for the purpose of investing in the Company. Oasis
Partners has 12 shareholders in total, comprising 10 individual professional investors and
entrepreneurs, as well as a strategic investor and an asset management company
controlled by Mr. Tawat Kitkungvan, which holds less than 0.1% in Oasis Partners. Other
than the aforesaid asset management company, the remaining shareholders are
Independent Third Parties. Other than Mr. Walanchai Athikpanich, an individual
professional investor who holds approximately 38.7% of shares in Oasis Partners through
a private fund managed by Kasikorn Asset Management Co., Ltd., there are no other
shareholders holding 30% or more in Oasis Partners.
Mr. Tawat Kitkungvan is also a director of Oasis Partners. He is not able to control or
influence the investment decision of Oasis Partners which is taken by the shareholders.
10BIF Limited (“10BIF”)
10BIF is an investment holding company incorporated under the laws of Hong Kong
on March 4, 2024 solely for the purpose of investing in the Company, which is wholly
owned by Mr. Tawat Kitkungvan, the non-executive Director. Mr. Tawat Kitkungvan is
also the sole director of 10BIF. For background information of Mr. Tawat Kitkungvan, see
“Directors and Senior Management.”
There is no acting-in-concert agreement or other voting arrangement among FAF2
VCC, Oasis Partners or 10BIF.
PUBLIC FLOAT
To the best knowledge, information and belief of our Directors, save as 10BIF which
is wholly owned by Mr. Tawat Kitkungvan, the non-executive Director, none of the
Pre-IPO Investors is a core connected person of the Company. The Shares held by General
Beverage and Mr. Pongsakorn Pongsak will not be considered as part of the public float
for the purpose of Rule 8.08 of the Listing Rules as they will be the Controlling
Shareholders of the Company and thus core connected persons of the Company. The
Shares held by each of Ms. Metaphon Pornanektana and Ms. Vipada Kanchanasorn will
not be considered as part of the public float for the purpose of Rule 8.08 of the Listing
Rules as they are the Directors and thus core connected persons of the Company. Save as
disclosed above, upon the completion of the Global Offering, assuming no Shares are
issued pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme,
42,341,800 Shares held by all other existing Shareholders will be counted towards the
HISTORY, REORGANISATION AND CORPORATE STRUCTURE
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public float, representing approximately 15.88% of the issued share capital of the
Company. Taking into consideration of the Shares to be issued pursuant to the Global
Offering, the public float of the Company will be 31.50% upon Listing (assuming no
Shares are issued pursuant to the exercise of the Awards under the 2025 Share Incentive
Scheme).
SATISFACTION OF RULE
8.05(3)
The Company confirms that it fulfills the eligibility requirement under Rule 8.05(3)
of the Listing Rules. See “Waivers from Strict Compliance with the Listing Rules and
Exemptions from the Companies (WUMP) Ordinance.”
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
Throughout the Track Record Period and as of the Latest Practicable Date, the Group
did not conduct any major acquisitions, mergers or disposals.
PREVIOUS LISTING ATTEMPT
Proposed Listing in Singapore
The Company submitted a pre-admission notification to the SGX-ST in relation to its
proposed initial public offering on the SGX-ST, which serves as a listing application and
initiates the review and the assessment by the SGX-ST on the listing suitability of the
listing applicant, on March 18, 2024 (the “ ProposedListinginSingapore ”). The Company
received the eligibility-to-list letter issued by the SGX-ST issued on June 11, 2024.
However, in consideration of the reasons as set out in “— Reasons for Seeking Listing on
the Stock Exchange” below, the Group decided to focus its resources on the listing on the
Stock Exchange and did not proceed with the Proposed Listing in Singapore in July 2024.
To the best of their knowledge and based on the independent due diligence
performed by the Sole Sponsor, the Directors and the Sole Sponsor confirm that they are
not aware of (i) any matters relating to the Proposed Listing in Singapore that may have
material adverse implications on the Group’s suitability for listing on the Stock Exchange;
or (ii) any other matters that need to be brought to the attention of the Stock Exchange, the
Shareholders or the potential investors in relation to the Proposed Listing in Singapore;
and (iii) during the preparation for the Proposed Listing in Singapore, the Company did
not encounter any disagreements with the relevant professional parties nor the SGX-ST.
Reasons for Seeking Listing on the Stock Exchange
The Directors believe that the Listing will be in the interest of the Group’s business
development strategies, and would be beneficial to the Company and its Shareholders as
a whole considering the connectivity of the Stock Exchange with mainland China, which
represents the most important market of the Group in terms of revenue contribution, and
that the Listing will raise the Company’s brand awareness, business profile and thus,
enhance its corporate image to attract customers, business partners and strategic investors
as well as to recruit, motivate and retain key management personnel for the Group’s
business.
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OUR SUBSIDIARIES
IFB Singapore
IFB Singapore was incorporated in Singapore on December 8, 2022. As of the Latest
Practicable Date, IFB Singapore is a wholly-owned subsidiary of the Company and is
primarily engaged in wholesale of food and beverage products.
IFB Thailand
IFB Thailand was incorporated in Thailand on January 26, 2023. As of the Latest
Practicable Date, IFB Thailand is 49% owned by the Company. However, as the Company
held one preference share in IFB Thailand and by virtue of the rights and benefits attached
to such preference share, the Company is deemed to hold 99.89% beneficial interest in IFB
Thailand. IFB Thailand primarily provides business coordination services, including
administrative, logistics and support services activities.
CORPORATE STRUCTURE OF THE COMPANY
Corporate Structure Immediately prior to the Global Offering
Mr. Pongsakorn
Pongsak
The Series B2
Investors(1)
the Company
100%
49.01%(4)50.99%(4)
71.11%
91%
6.53% 11.11% 6.80%
IFB Thailand
(Thailand)
IFB Singapore
(Singapore)
General Beverage The PP
Transferees(2)
4.45%
Other existing
Shareholders(3)
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Notes:
(1) The Series B2 Investors include FAF2 VCC, Oasis Partners and 10BIF, each held 5.11%, 4.23% and
1.76% of the total issued Shares, respectively as of the Latest Practicable Date. Save as 10BIF
which is wholly owned by Mr. Tawat Kitkungvan, the non-executive Director, the rest Series B2
Investors are Independent Third Party.
(2) Identities of the PP Transferees, number of Shares held and the respective percentage in the total
issued Shares as of the Latest Practicable Date are set out as below:
No. Name of the Shareholder
Number of
Shares held Percentage
1. Xinre (Hong Kong) Industrial Co., Limited 12,250 1.09%
2. Guangzhou Yuanlian Supply Chain Management
Co., Ltd 11,420 1.02%
3. Mr. Att Thongtang 8,570 0.76%
4. Mr. Chotikorn Panchasarp 8,570 0.76%
5. Mr. Piyadit Atsavasirisuk 5,710 0.51%
6. Mr. Greeganit Chokchainarong 5,710 0.51%
7. Ms. Warasiri Chaitrakulthong 5,710 0.51%
8. Ms. Pichapim Patamasatayasonthi 4,080 0.36%
9. Mr. Marvee Simaroj 3,570 0.32%
10. Mr. Chavit Luanpijpong 2,850 0.25%
11. Ms. Chataya Supanpong 2,850 0.25%
12. Ms. Pimsa Wannaiampikul 1,420 0.13%
13. Ms. Natta Siripattananun 850 0.08%
14. Mr. Vorathep Sirirat-usdorn 710 0.06%
15. Mr. Patchara Lewchalermwong 710 0.06%
16. Mr. Natchapol Tachatuwanan 600 0.05%
17. Ms. Acharee Tiyabhorn 570 0.05%
18. Ms. Virithipa Pakdeeprasong 400 0.04%
Each of the PP Transferees is an Independent Third Party.
(3) Other existing Shareholders include Ms. Piyamas Lertvorapreecha (an Independent Third Party),
Ms. Metaphon Pornanektana (our executive Director and chief commercial officer) and Ms.
Vipada Kanchanasorn (our executive Director and chief operating officer), each held 2.67%, 0.89%
and 0.89% of the total issued Shares, respectively, as of the Latest Practicable Date.
(4) The share capital of IFB Thailand comprises (a) 10,000 ordinary shares, which are held by General
Beverage to 51% and the Company as to 49%, respectively; and (b) one preference share, which is
held by the Company. By virtue of the rights attaching to the preference share, the Company is
entitled to 99.89% of the voting rights in IFB Thailand and 99.89% of the total dividends declared
by IFB Thailand. The 5,100 ordinary shares in IFB Thailand are held by General Beverage to
maintain an appropriate shareholding composition held by the Thai national under the applicable
foreign investment laws in Thailand.
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Corporate Structure Immediately Following the Completion of the Global Offering
(Assuming no Shares are issued pursuant to the exercise of the Awards under the 2025
Share Incentive Scheme)
Mr. Pongsakorn
Pongsak
The Series B2
Investors(1)
the Company
100%
49.01%(4)50.99%(4)
60.00%
91%
5.51% 9.37% 5.74%
IFB Thailand
(Thailand)
IFB Singapore
(Singapore)
General Beverage The PP
Transferees(2)
15.63%3.75%
Other existing
Shareholders(3)
Public
Shareholders
Notes:
(1) The Series B2 Investors include FAF2 VCC, Oasis Partners and 10BIF, each will hold 4.32%, 3.57%
and 1.49% of the total issued Shares, respectively, immediately following the completion of the
Global Offering (assuming no Shares are issued pursuant to the exercise of the Awards under the
2025 Share Incentive Scheme). Save as 10BIF which is wholly owned by Mr. Tawat Kitkungvan,
the non-executive Director, the rest of the Series B2 Investors are Independent Third Party.
HISTORY, REORGANISATION AND CORPORATE STRUCTURE
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(2) Identities of the PP Transferees, number of Shares held and the respective percentage in the total
issued Shares immediately following the completion of the Global Offering (assuming no Shares
are issued pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme) are set
out as below:
No. Name of the Shareholder
Number of
Shares held Percentage
1. Xinre (Hong Kong) Industrial Co., Limited 2,450,000 0.92%
2. Guangzhou Yuanlian Supply Chain Management
Co., Ltd 2,284,000 0.86%
3. Mr. Att Thongtang 1,714,000 0.64%
4. Mr. Chotikorn Panchasarp 1,714,000 0.64%
5. Mr. Piyadit Atsavasirisuk 1,142,000 0.43%
6. Mr. Greeganit Chokchainarong 1,142,000 0.43%
7. Ms. Warasiri Chaitrakulthong 1,142,000 0.43%
8. Ms. Pichapim Patamasatayasonthi 816,000 0.31%
9. Mr. Marvee Simaroj 714,000 0.27%
10. Mr. Chavit Luanpijpong 570,000 0.21%
11. Ms. Chataya Supanpong 570,000 0.21%
12. Ms. Pimsa Wannaiampikul 284,000 0.11%
13. Ms. Natta Siripattananun 170,000 0.06%
14. Mr. Vorathep Sirirat-usdorn 142,000 0.05%
15. Mr. Patchara Lewchalermwong 142,000 0.05%
16. Mr. Natchapol Tachatuwanan 120,000 0.04%
17. Ms. Acharee Tiyabhorn 114,000 0.04%
18. Ms. Virithipa Pakdeeprasong 80,000 0.03%
Each of the PP Transferees is an Independent Third Party.
(3) Other existing Shareholders include Ms. Piyamas Lertvorapreecha (an Independent Third Party),
Ms. Metaphon Pornanektana (our executive Director and chief commercial officer) and Ms.
Vipada Kanchanasorn (our executive Director and chief operating officer), each will hold 2.25%,
0.75% and 0.75% of the total issued Shares, respectively, immediately following the completion of
the Global Offering (assuming no Shares are issued pursuant to the exercise of the Awards under
the 2025 Share Incentive Scheme).
(4) The share capital of IFB Thailand comprise s (a) 10,000 ordinary shares, which are held by General
Beverage to 51% and the Company as to 49%, respectively; and (b) one preference share, which is
held by the Company. By virtue of the rights attaching to the preference share, the Company is
entitled to 99.89% of the voting rights in IFB Thailand and 99.89% of the total dividends declared
by IFB Thailand. The 5,100 ordinary shares in IFB Thailand are held by General Beverage to
maintain an appropriate shareholding composition held by the Thai national under the applicable
foreign investment laws in Thailand.
(5) Other than the Shares held by 10BIF, Ms. Metaphon Pornanektana, Ms. Vipada Kanchanasorn,
General Beverage and Mr. Pongsakorn Pongsak, the rest Shares held by all the other existing
Shareholders will be counted towards the public float, representing approximately 15.88% of the
issued Shares immediately following the completion of the Global Offering (assuming no Shares
are issued pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme).
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OVERVIEW
W h ow ea r e
We are a ready-to-consume beverage and food company rooted in Thailand.
Established in 2013, our if brand is a leader in introducing RTD natural coconut
water to mainland China, our largest market. Beyond mainland China, our products have
gained traction among consumers in Asian markets including Hong Kong, Singapore and
Taiwan, and have begun to establish a presence in other global markets.
Our leading position
We are committed to product quality and development. This has built powerful
brands with consumer awareness and mindshare. According to CIC, in terms of retail
sales value, we have achieved the following:
• No. 1 in coconut water-related beverage market in mainland China. We
ranked first in mainland China’s coconut water-related beverage market for
five consecutive years since 2020. Our market share of approximately 34% in
2024 was more than seven times that of the second largest player.
• No. 1 in coconut water-related beverage market in Hong Kong. We ranked first
in Hong Kong’s coconut water-related beverage market for nine consecutive
years since 2016. Our market share of approximately 60% in 2024 was more
than seven times that of the second largest player.
• No. 2 natural coconut water-related company globally. We are the second
largest company in the global coconut water-related beverage market in 2024.
Our product portfolio
With our deep Thai roots and dedication to preserving the natural tastes and
authenticity of the ingredients, we have successfully established comprehensive product
offering to consumers that is difficult to replicate by our competitors. Building from the
success of our if brand, the Innococo brand was launched in 2022. Our product portfolio
under the if and Innococo brands currently consists of three product categories: natural
coconut water-related beverages, other beverages and plant-based snacks.
Our asset-light business model
We outsource the manufacturing and packing of our products to co-packers and
penetrate markets through resourceful and trustworthy distributors.
Our co-packers deal with and purchase coconut water, our key ingredient, from
coconut farmers and collectors who have been approved by us, and other ingredients from
our designated or approved suppliers, as part of our dedication to top-quality products.
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At the same time, we collaborate with high-performing distributors in local markets
to sell our products, leveraging their logistics networks and marketing efforts to
cost-effectively penetrate markets, with channel development costs significantly reduced.
Our asset-light business model offers us production flexibility and scalability,
enabling us to swiftly adapt to market changes and quickly expand our global distribution
network. More importantly, it allows us to dedicate our resources to, and remain
committed to creating quality products and trusted brands.
Our market opportunities
The RTD soft drink market in Greater China holds growth potential. Its market size
in 2024, as measured by retail sales value, was US$138.4 billion, and is expected to grow at
a CAGR of 7.1% to reach US$194.7 billion by 2029. The coconut water-related beverage
segment is among the fastest-growing sub-categories and is expected to grow at a CAGR
of 19.4% from US$1,093.3 million in 2024 to US$2,651.8 million in 2029.
Globally, the RTD soft drink market is expected to grow at a CAGR of 6.1% from
USD1,131.7 billion in 2024 to USD1,519.4 billion in 2029, and the coconut water-related
beverage market is expected to grow at a CAGR of 11.1% from US$5.0 billion in 2024 to
US$8.5 billion in 2029.
Additionally, the market size of snacks in Asia grew at a CAGR of 2.5% from
US$303.9 billion in 2019 to US$344.1 billion in 2024. It is expected to further expand at a
CAGR of 6.4% to reach US$470.2 billion in 2029.
Our financial performance
We are the leader in the coconut water-related beverage market in mainland China
and Hong Kong and the fastest-growing company among the top five players in terms of
retail sales value in 2024. More specifically:
• Our revenue increased by 80.3% from US$87.4 million in 2023 to US$157.6
million in 2024.
• Our gross profit increased by 90.7% from US$30.3 million in 2023 to US$57.9
million in 2024.
• Our gross profit margin improved from 34.7% in 2023 to 36.7% in 2024.
• Our net profit increased by 98.9% from US$16.8 million in 2023 to US$33.3
million in 2024.
• Our net profit margin improved from 19.2% in 2023 to 21.1% in 2024.
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Our awards
Our products have also garnered numerous prominent awards:
• if was awarded the Superbrand Thailand status by the Thailand Superbrands
Council in 2024;
• if “100% Thai coconut water” won the Grand Gold Quality Award from the
Monde Selection International Quality Institute in 2023; and
• if coconut coffee won SIAL Innovation Award from SIAL S.A. in 2022.
COMPETITIVE STRENGTHS
Our leading Thai-rooted natural coconut water brand
We are rooted in Thailand and operate the if brand. We offer high-quality products
with authentic Thai flavor on the back of our expertise in sourcing, creating formulas and
overseeing the packaging of Thai coconut water.
We are committed to product quality and development. This has built powerful
brands with consumer awareness and mindshare. According to CIC, in terms of coconut
water-related beverage retail sales value, we have (i) ranked first in mainland China for
five consecutive years since 2020, with approximately 34% of market share in 2024, which
was more than seven times that of the second largest player, and (ii) ranked first in Hong
Kong for nine consecutive years since 2016, with approximately 60% of market share in
2024, which was more than seven times that of the second largest player. Furthermore, we
rank as the second-largest company in the global coconut water-related beverage market
in 2024.
As a leader of coconut water-related beverage in mainland China and Hong Kong,
we have been replicating our success and expanding our distribution network to 23
countries and regions around the world as of December 31, 2024, including Singapore,
Taiwan, Australia and the United States. Notably, our sales in Singapore and Taiwan grew
from US$0.9 million and US$0.9 million in 2023 to US$1.3 million and US$1.7 million in
2024, representing a year-over-year growth rate of 39.7% and 97.1%, respectively.
Our leading position in natural coconut water in Greater China and globally gives
us a vantage position to capture the growth potential of the RTD soft drink market in
Greater China and globally.
Our Thai flavor-focused product development capabilities and mindset
We live by our namesake “IFB”, which stands for “Innovative Food and Beverages.”
We are committed to product development, which we believe is a core competence that
differentiates us from our competitors.
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We focus our efforts on product research and development (“ R&D”), where we
strive to expand our product portfolio by offering new products that are seasonal or
tailored to local preferences to drive our future growth. We endeavor to create as many
products as possible from a natural coconut to maximize our product portfolio and
minimize waste. In addition to natural coconut water, we offer three flavors of coconut
milk, coconut snacks and various types of coconut water-based beverages to appeal to a
broader range of consumers. We also constantly launch seasonal products to take
advantage of seasonal fruit to enhance consumer engagements and raise our brand
profile, or to serve as a pilot run for new products with commercial potential.
Based on market research and the advice from our marketing team, we analyze
consumers’ preferences and trends globally as well as within each specific market to form
an insight that guides our product development. For example, we launched Thai milk tea
in 2024, the industry’s first RTD Thai milk tea product and has attained instant
commercial success. More specifically, within approximately four months of its launch,
our Thai milk tea acquired 3% market share of RTD milk tea sold on China’s largest
e-commerce platform in terms of retail sales value in 2024.
Our asset-light business model with scalability
We have been expanding rapidly since our inception with an asset-light business
model. Our rapid growth in the past was achieved by a lean team of just 46 staff members.
With our asset-light business model, we outsource the manufacturing and packing of our
products to co-packers and penetrate various markets through resourceful and
trustworthy distributors. Our asset-light business model offers us production flexibility
and scalability, enabling us to swiftly adapt to market changes and quickly expand our
global distribution network. More importantly, it allows us to dedicate our resources to
and remain committed to creating beloved products and trusted brands, ultimately
achieving our mission to bring Thai flavors and freshness to consumers all over the world.
We leverage the expertise of our co-packers to produce our products, while we focus
on the selection and approval of coconut farmers and collectors and other raw material
suppliers. This arrangement allows us to amplify our core competence and maintain high
product quality. Our R&D team also works to advance technologies and equipment to
better preserve freshness, ensure consistent taste and enhance product quality. Coconut
water is best enjoyed fresh. To achieve this, we select the right technologies to package
and transport coconut water, preserving its quality and freshness as closely as possible to
a coconut freshly cracked open. For example, we exclusively partner with manufacturers
that have adopted the cold aseptic filling technology, which is able to prolong the shelf life
up to 12 months without preservatives added while consistently preserving its natural
nutrients and flavor.
At the same time, we maintain a lean sales team and collaborate with
high-performing distributors in local markets to sell our products, leveraging their
logistics networks and marketing efforts to cost-effectively penetrate these markets, with
channel development costs significantly reduced. Unlike many of our peers, our lean sales
model offers us agility and responsiveness to market changes, reduces the costs of
managing our distributors, and streamlines communication and information exchange,
ultimately enhancing our overall operational efficiency.
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Our multifaceted marketing strategy
Our marketing strategy is centered around our if brand-position as one that offers
natural and healthy Thai beverages and food products featuring concepts tailored for the
tastes of a wide variety of consumers and our Innococo brand-position as a healthier
alternative to conventional sports and functional drinks. We carry out our global branding
effort through various means, including celebrity endorsements, cooperations with social
media influencers, product placements in variety shows and various advertising
initiatives. We also regularly attend trade shows and exhibitions.
For new geographical markets, we adopt a structured approach. We typically launch
our flagship if natural coconut water products first to build brand awareness and quickly
capture market share in the targeted new market. Once we have cultivated consumer
mindshare for our brand in the market, we will introduce other products to further
penetrate the market and appeal to a wider group of consumers with diversified needs
and demand for new products. We also have the experience and insights to tailor our
marketing strategy to different geographical markets. For example, to capitalize on the
country’s thriving e-commerce/social commerce landscape in mainland China, we work
closely with our distributors to ensure that our products are widely accessible and
prominently placed in key e-commerce channels.
To accelerate our expansion into local markets, we select spokespersons who deeply
resonate with our target consumers and increase our brands’ visibility through
high-impact channels. For example, we appointed Xiao Zhan as our brand ambassador to
connect with Chinese audiences and collaborated with influential KOLs to amplify our
brand presence across key social media platforms like Douyin and Xiaohongshu. To
further extend our reach, we showcased our advertisements on the massive LED-clad
exteriors of the Chengdu Twin Towers — an iconic landmark in the city’s financial district
and a striking centerpiece of Chengdu’s skyline. Crossover collaborations with renowned
local and international brands and retail outlets are also part of our initiatives for building
brand visibility and establishing market presence.
Our founder and experienced leadership team dedicated to product development and
sustainability
Our founder, Mr. Pongsakorn Pongsak, established the if brand in 2013. With an eye
for the market trends, he has established our Company as a symbol of progress and
efficiency. His pursuit of new products and commitment to delivering quality products
have not only elevated our market presence but also inspired a culture of excellence and
creativity within the organization.
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Supporting his vision is a team of industry veterans with decades of experience.
This professional and experienced management team brings about expertise and strategic
insight by continuously developing quality products based on changing market demands
and working with efficiency.
Beyond product development, our leadership is deeply committed to sustainability,
recognizing its role in enhancing long-term brand value. For example, women make up
75% of our management team and 62.5% of our board of directors, reflecting our
commitment to equal opportunities and social inclusion. Additionally, we actively
support coconut farmers by helping them increase annual yields, minimize waste, and
adopt sustainable farming practices — ensuring that as our business grows, the
communities we rely on thrive alongside us.
STRATEGIES
We aim to further develop our business through the following strategies:
Strengthen and expand our sourcing capabilities to scale our business
To support our expansion, we aim to strengthen our sourcing capabilities in
Thailand while lay the groundwork for international expansion.
• Thailand. In Thailand, we plan to establish more resilient and efficient
sourcing capabilities by exploring partnerships with additional co-packers,
ensuring sufficient capacity for our products. Additionally, we aim to deepen
our collaboration with coconut water collectors and farmers to secure a stable
and high-quality supply of Thai coconut water.
• Rest of the World. Beyond Thailand, we plan to strategically position
ourselves for international growth while maintaining the signature taste and
quality of Thai coconut water. Leveraging our industry expertise, we plan to
gradually expand sourcing of coconut water into adjacent coconut-producing
countries. This expansion will involve sourcing coconut water locally and
engaging co-packers in these countries, enabling us to scale efficiently while
preserving product consistency.
Continue to invest in enhancing our development capabilities
Product development is at the core of our growth strategy, and we are committed to
continuously enhancing our R&D capabilities to deliver superior products that meet
evolving consumer preferences.
To further strengthen our competitive edge, we plan to research and develop
technologies that better preserve the natural aroma and taste of coconuts, ensuring an
authentic, fresh-from-nature experience. Beyond coconut-based products, we are
broadening our product pipeline by developing new recipes and formulas that
incorporate a wider range of fruits and vegetables, allowing us to diversify our product
portfolio and appeal to a broader consumer base. Additionally, we are actively expanding
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into functional health beverages and snacks, leveraging scientific research and nutritional
advancements to create products enriched with plant-based proteins and superfoods,
catering to the growing demand for nutritious, wellness-focused options.
To accelerate these product development efforts, we plan to make investments in
R&D infrastructure, such as laboratory equipment that enables rapid prototyping and
refinement of new products. We will continue to invest in our consumer-driven product
development approach by engaging directly with focus groups and product testers to
gather real-time feedback and iteratively improve taste, texture and functionality. More
specifically, we plan to expand our R&D team by recruiting nutritionists and food
specialists, particularly those specializing in natural ingredients and functional nutrition,
so as to strengthen our position as an industry leader in natural and functional beverages.
The recruitment of nutritionists and food specialists will be fully funded by the net
proceeds allocated to enhancing our product development capabilities.
Solidify our market presence and penetration in China, extend our presence in
Australia, the Americas and Southeast Asia
As we continue to scale, we aim to solidify our leadership in China while expanding
our footprint across Southeast Asia, Australia and the Americas. By optimizing
distribution networks, tailoring marketing strategies and forging local partnerships, we
aim to deepen market penetration and drive sustained international growth.
China: strengthening our market position
China remains a key growth market, and we are focused on enhancing distribution
efficiency, reinforcing brand awareness, and sustaining consumer engagement. To achieve
this, we plan to:
• optimize and strengthen partnerships with existing distributors by improving
coordination, implementing data-driven demand forecasting, and providing
enhanced sales support to maximize product availability and visibility;
• expand regional reach within China by identifying new strategic distribution
channels in first-tier and second-tier cities while tapping into emerging
consumer markets in lower-tier cities; and
• strengthen brand positioning through localized influencer collaborations,
strategic sponsorships, and high-impact offline activations such as in-store
promotions, events, and experiential marketing campaigns.
Australia, the Americas and Southeast Asia: accelerate our penetration
We plan to implement a localized market entry strategy, ensuring our products
resonate with diverse consumer preferences in Australia, the Americas and Southeast
Asia. In particular, we plan to:
• tailor sales and marketing strategies to each region and consider local
consumer preferences and purchasing behaviors to ensure market fit;
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• build partnerships with local distributors and marketing agents to establish
efficient distribution networks and ensure wide product availability in key
physical and digital retail channels;
• invest in localized branding and advertising by adapting packaging,
messaging, and promotional campaigns to align with regional cultural
preferences and consumer insights; and
• collaborate with influencers, nutritionists and wellness advocates to build
credibility and drive consumer awareness in new markets.
Continue to invest in brand building to further enhance brand awareness
A brand image is fundamental to our long-term success, and we are committed to
continuing to invest in brand-building initiatives that reinforce our identity, differentiate
our products, and deepen consumer engagement.
For if, we aim to solidify its brand identity by emphasizing its Thai roots and natural
health benefits through (i) impactful content, (ii) packaging enhancements, (iii) influencer
collaborations, (iv) expert endorsements, (v) social media, online and offline marketing
campaigns, and (vi) interactive and immersive marketing initiatives such as tasting
events, wellness collaborations and pop-up experiences.
For Innococo, we aim to carve out a tailored growth path and amplify its healthy
alternative functional beverages positioning through: (i) distinctive marketing messaging,
(ii) introduction of new functional formulas, (iii) highly targeted data-driven marketing
campaigns, and (iv) partnerships with health and wellness influencers, fitness
communities and nutrition experts.
Pursue strategic alliances and acquisitions for business expansion
We plan to explore strategic alliances, joint ventures and acquisitions to accelerate
business expansion and enhance our competitive edge. Our approach focuses on
identifying high-value opportunities that align with our core strengths and growth
objectives. We aim to explore M&A and joint ventures with complementary businesses in
Asia, enabling market expansion, operational efficiencies and access to new consumer
segments.
We will focus on acquiring or partnering with complementary businesses that align
with our brand values and product vision. We will target (i) healthy beverage brands that
align with sustainability and health trends, such as health-conscious beverages and
functional drinks, and (ii) healthy snack and functional food brands that focus on
plant-based and alternative protein products.
We will consider factors such as acquisitions of brands or companies with
synergistic product offerings and operational capabilities, such as those specializing in
natural beverages, functional health products, or advanced manufacturing processes. We
will also consider strategic partnerships that enhance fulfillment process integration,
product capabilities, and market penetration, ensuring sustainable and scalable growth.
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OUR BUSINESS MODEL
We are a ready-to-consume beverage and food company rooted in Thailand. We
have adopted an asset-light business model by partnering with (i) co-packers for
manufacturing, (ii) third-party logistics providers for transportation, and (iii) third-party
distributors for sales and distribution. This model offers us production flexibility and
scalability while allowing us to focus on our core competencies, including brand and
product development, fulfillment management, marketing and distribution.
We are committed to product quality and development. This has carried if into a
powerful brand with consumer awareness and mindshare.
We possess expertise in sourcing, creating formulas, and overseeing the packaging
of Thai coconut water, carefully tailoring its taste to suit the diverse preferences of
consumers in different markets across the globe. Through our collaboration with coconut
farmers, collectors and co-packers in Thailand, we have secured our supply of coconut
water and built up knowledge and relationships, which creates a significant competitive
advantage in Thai coconut water. In addition, our partnerships with trusted distributors
in key markets, such as China and Hong Kong, enable us to efficiently bring our products
to consumers and expand our market presence. Leveraging our industry expertise, we
plan to gradually expand sourcing of coconut water into adjacent coconut-producing
countries. This expansion will involve sourcing coconut water locally and engaging
co-packers in these countries, enabling us to scale efficiently while preserving product
consistency.
Building on our proven model, we are well positioned to penetrate the broader food
and beverage industry and geographic markets. We continuously innovate by developing
new flavors and line extensions within our existing Thai-rooted product series, ensuring
our offerings remain dynamic and appealing to a broad range of consumers, and expand
into new Thai-inspired product categories, such as sports drinks and snacks, leveraging
our expertise in sourcing, formulation, packaging and distribution to offer high-quality,
functional food and beverages. By doing so, we strengthen our market position and drive
growth, capturing new opportunities and broadening our consumer base.
OUR BRANDS AND PRODUCTS
Overview
Our product portfolio is centered around two trusted brands with Thai roots, our
flagship brand, if, and Innococo. if focuses on offering natural and healthy Thai beverages
and food products featuring concepts tailored for the taste of a wide variety of consumers,
while Innococo aims to offer a healthier alternative to conventional sports and functional
drinks. We launched seasonal, limited edition products from time to time during the Track
Record Period. In 2023 and 2024, we had 19 and 32 products on offer, respectively. The
International Business had 15 products on offer in 2022. We use packaging of different
sizes and designs to expand the number of our SKUs to cater to different usage occasions
and consumer preferences. We consider different SKUs that share the same recipe or
formula to be a single product, regardless of their unit size or packaging.
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Innococo was launched in 2022, and we are still in the process of building its brand
equity and developing its products. As a result, in 2022, sales from if brand accounted for
substantially all of the International Business’s revenue. Similarly, in 2023 and 2024, sales
from if brand accounted for substantially all of our revenue for the same periods.
We are the coconut water-related beverage category leader in mainland China and
Hong Kong, with 34% and 60% market share in mainland China and Hong Kong in 2024,
respectively.
Coconut water, particularly if coconut water, is our most important product. In 2022,
sales from coconut water accounted for more than 85% of the International Business’s
revenue. In 2023 and 2024, sales from coconut water accounted for 93.8% and 95.6% of our
revenue for the same periods, respectively.
We follow a consumer-oriented product development approach with an emphasis
on our Thai roots to deliver Thai flavors and freshness to consumers. Based on insights
from our market research, we analyze consumers’ demand and trends globally as well as
within each specific markets and develop recipes for new products that cater to the
constantly evolving consumers’ needs. For better adaption to different countries and
markets, we often make adjustments to our existing product recipes based on local tastes
and consumers’ preferences or launch seasonal or limited-edition products in select
market to enhance consumer engagement.
The following table sets forth certain key information of our main products by
brand and product category in 2024:
Product category Brand Description Product unit size Standard retail price (1)
Coconut water-related
beverage
if 100% natural coconut
water
310ml, 330ml,
350ml
US$0.85 to US$2.99
1L US$2.00 to US$4.99
Namhom coconut water 350ml US$0.85 to US$2.00
Sparkling coconut water 320ml US$1.00 to US$2.00
Coconut water with pulp 350ml US$1.47 to US$2.00
Innococo 100% natural coconut
water
330ml, 350ml US$0.85 to US$2.99
1L US$2.00 to US$4.99
Sparkling coconut water 320ml US$1.00 to US$1.20
(2)
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Product category Brand Description Product unit size Standard retail price (1)
Other beverages
if Thai milk tea 350ml US$1.10 to US$2.32
White grape juice with
aloe vera
350ml US$0.98 to US$1.15
Lychee juice drink 350ml US$0.95 to US$1.27
Peach juice drink 350ml US$1.13 to US$1.50
Chrysanthemum drink 350ml US$0.70 to US$1.00
Plant-based snacks
if Coconut Crispy Rolls 70gm US$2.00 to US$2.70
Quinoa Chip 65gm US$2.30 to US$2.50
Sun-Dried Banana Stick 60gm US$2.00 to US$2.20
Notes:
(1) Represent the range of standard retail prices across our major markets where the product is
available, using the respective exchange rates to U.S. dollars as of December 31, 2024.
(2) Price range varies compared to similar product under if due to availability in different markets.
The following table sets forth our revenue in 2023 and 2024 by brand.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
if 74,541 85.3 131,338 83.3
Innococo 12,617 14.4 26,239 16.6
Others (1) 284 0.3 71 0.1
Total 87,442 100 157,648 100
Notes:
(1) Others mainly represent legacy sales of General Beverage’s VITADAY beverage products
previously distributed by the International Business in markets outside Thailand, which we
ceased to offer in 2024. Sales in 2024 were minimal and were primarily conducted to utilize
inventory carried over from the previous year.
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The following table sets forth our revenue in 2023 and 2024 by product.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Coconut water-related
beverage
Coconut water 82,012 93.8 150,642 95.6
Other coconut
water-related 2,797 3.2 3,085 1.9
Other beverages 2,202 2.5 3,522 2.2
Plant-based snacks 431 0.5 399 0.3
Total 87,442 100.0 157,648 100.0
We generate most of our revenue from mainland China market. The following table
sets forth our revenue in 2023 and 2024 by market.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
Mainland China 79,917 91.4 145,657 92.4
Hong Kong 4,934 5.6 7,202 4.6
Other markets
(1) 2,591 3.0 4,789 3.0
Total 87,442 100.0 157,648 100.0
Notes:
(1) Other markets include Singapore, Taiwan, United States, Canada, Kuwait, Australia, United
Kingdom, Malaysia, Laos, Korea, Philippines, Japan, Netherlands, Fiji, Vietnam, UAE, Israel,
Cambodia, Italy, Spain and Chile.
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Selected operating data
The following tables set forth our revenue, average selling price and sales volume
by brand and by product in each major geographical region in 2023 and 2024.
Period from
December 8, 2022 to
December 31, 2023 2024
Average
selling
price(1)
Sales
volume(2) Revenue (3)
Average
selling
price(1)
Sales
volume(2) Revenue (3)
(US$ per
liter/kg)
(liters/kg
’000) (US$'000)
(US$ per
liter/kg)
(liters/kg
’000) (US$'000)
if
Coconut water-related
beverage
Coconut water 1.09 63,479 69,447 1.14 109,139 124,412
Other coconut
water-related 1.32 2,081 2,746 1.34 2,288 3,076
Other beverages 0.97 1,982 1,918 1.05 3,283 3,451
Plant-based snacks 10.59 41 430 10.22 39 399
Innococo
Coconut water-related
beverage
Coconut water 1.12 11,242 12,565 1.13 23,161 26,230
Other coconut
water-related 1.30 40 52 1.11 8 9
Notes:
(1) Average selling prices of beverages are in US$/liter, and average selling prices snacks are in
US$/kg.
(2) Sales volumes of beverages are in liters, and sales volumes of snacks are in kgs.
(3) In addition to sales of if and Innococo products, revenue in 2023 and 2024 also included legacy
sales of General Beverage’s beverage products previously distributed by the International
Business, which we ceased to offer since 2024. Revenue from these legacy sales was US$0.3
million and US$0.1 million in 2023 and 2024, respectively.
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Period from
December 8, 2022 to
December 31, 2023 2024
Average
selling
price(1)
Sales
volume(2) Revenue
Average
selling
price(1)
Sales
volume(2) Revenue
(US$ per
liter/kg)
(liters/kg
’000) (US$'000)
(US$ per
liter/kg)
(liters/kg
’000) (US$'000)
China
Coconut water-related
beverage
Coconut water 1.10 68,787 75,472 1.14 122,572 139,806
Other coconut
water-related 1.27 1,896 2,415 1.35 1,998 2,704
Other beverages 0.95 1,701 1,613 1.04 2,655 2,767
Plant-based snacks 10.56 39 417 10.21 37 380
Hong Kong
Coconut water-related
beverage
Coconut water 1.14 3,966 4,525 1.13 5,753 6,522
Other coconut
water-related 1.25 159 199 1.29 214 275
Other beverages 1.26 157 198 1.15 350 405
Plant-based snacks 11.90 1 1 1–––
Others
(3)
Coconut water-related
beverage
Coconut water 1.02 1,968 2,015 1.09 3,975 4,314
Other coconut
water-related 2.79 65 183 1.26 84 107
Other beverages 0.69 570 391 0.92 382 350
Plant-based snacks 8.97 0.3 2 10.41 2 19
Notes:
(1) Average selling prices of beverages are in US$/liter, and average selling prices snacks are in
US$/kg.
(2) Sales volumes of beverages are in liters, and sales volumes of snacks are in kgs.
(3) Other markets include Singapore, Taiwan, United States, Canada, Kuwait, Australia, United
Kingdom, Malaysia, Laos, Korea, Philippines, Japan, Netherlands, Fiji, Vietnam, UAE, Israel,
Cambodia, Italy, Spain and Chile.
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In 2023 and 2024, the average selling prices of our major product categories,
including coconut water-related beverage, other beverages and plant-based snacks,
remained stable in our principal markets, namely mainland China and Hong Kong. These
price levels were also comparable to those of the International Business in 2022. The sales
volume of plant-based snacks remained immaterial from 2022 to 2024.
See “History, Reorganisation and Corporate Structure — Establishment and
Development of the Group — 1. Early Development — Selected Operating Data of the
International Business in 2022” for relevant data of the International Business in 2022.
Our flagship brand — if
if was conceptualized by our founder Mr. Pongsakorn Pongsak in 2013 as a brand
aspired to be a global leader in ready-to-drink fruit juices, with an emphasis on coconut
water-related beverages. Today, if is recognized as a leading brand for ready-to-consume
products in key global markets such as mainland China and Hong Kong. Known for its
“100% Thai coconut water” and a diverse range of coconut-based beverages and snacks, if
continues to grow its presence globally. We offer a diverse range of products under if,
mainly under the following categories:
Coconut water-related beverage
100% natural coconut water
Coconut water is a natural, fat-free drink with low sugars and calories, and rich in
essential electrolytes and vitamins. if coconut water is made of 100% natural coconut
water without any additive, such as sugar, fat, preservatives and artificial coloring.
We carefully manage each step of our coconut water product fulfillment process and
have crafted our formulas by blending coconuts of varying varieties and maturities from
Thailand to achieve the perfect balance of freshness, sweetness, and coconut aroma,
catering to the diverse preferences of consumers worldwide.
We have also introduced Namhom (Thai for “aroma” or “fragrance”) coconut water,
offering consumers a more distinctive and elevated drinking experience. Namhom
coconut, a Thai variety found nowhere else in the world, is renowned for its aroma and
naturally sweeter taste compared to regular coconuts.
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The pictures below show our major if coconut water products.
To make if brand vibrant and exciting for consumers, we continuously innovate by
researching and developing new products, while also expanding our existing product
series with new flavors and line extensions. Aside from coconut water, if also offers other
coconut water-related beverages, other beverages, as well as plant-based snacks.
Other coconut water-related beverages
We have launched a variety of flavored coconut water options under if,s u c ha s
coconut water with black tea, coconut water with Arabica coffee and coconut water with
watermelon juice. For example, we introduced coconut water with black tea in 2023, to
cater to Chinese consumers’ love for tea products. In addition, our coconut water with
pulp enhances flavor of and adds texture to the beverage, while providing a natural
source of extra electrolytes, minerals and vitamins.
In 2024, we had five products for coconut water-related beverages under the if brand
on offer and the pictures below show our representative other coconut water-related
beverages.
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Other beverages
To complement if coconut water-related offerings, we have introduced fruit-based
products in selected markets based on our insights into consumer preferences and market
trends. We also constantly launch seasonal products to take advantage of seasonal fruit to
enhance consumer engagements and raise our brand profile, or to serve as a pilot run for
new products with commercial potential.
We craft our fruit-based beverages using a variety of fruits designed to delight a
wide range of consumer tastes. Our representative offerings include white grape juice
with aloe vera, lychee juice, peach juice and chrysanthemum drink, each with its own
flavor. Our white grape juice with aloe vera blends Mediterranean white grape juice with
refreshing aloe vera cubes, delivering a crisp, revitalizing experience that also supports
digestion. Our lychee juice features tropical lychee juice, rich in antioxidants and
nutrients that promote healthy digestion and nourish the skin. Our peach juice combines
juicy peaches with added vitamin C, offering a naturally sweet and distinctive flavor
that’s also a great source of immune-boosting nutrients. Our chrysanthemum drink is
made from chrysanthemum flowers, inspired by a legendary recipe beloved in Thailand’s
Chinatowns, delivering a delicate floral taste with a touch of tradition.
In addition, expanding into plant-based and other beverages is part of our
commitment to introducing more categories that showcase natural and a variety of other
ingredients with Thai roots, allowing if beverages to appeal to a wider range of
consumers, fit various usage occasions, and be enjoyed throughout the day. For example,
we launched Thai milk tea in 2024, the industry’s first RTD Thai milk tea product and has
attained instant commercial success. More specifically, within approximately four months
of its launch, our Thai milk tea acquired 3% market share of RTD milk tea sold on China’s
largest e-commerce platform in terms of retail sales value in 2024.
In 2024, we had 14 products for other beverages under the if brand on offer and the
pictures below show our representative other beverages.
Plant-based snacks
Plant-based snacks are a natural extension of our plant-based offerings, providing
nutritious and great-tasting options for consumers to enjoy. Our plant-based ingredients
are suitable for a broad range of lifestyles and dietary regimens, including vegan,
gluten-free and zero added sugar, fulfilling broader consumer needs.
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if’s snack lineup includes original and flavored coconut crispy rolls, coconut milk
tablets, and plant-based chips and sticks, most of which made from coconut and fruits
sourced from Thailand. As of December 31, 2024, if plant-based snacks had six products
and the pictures below show our representative plant-based snacks.
Innococo
Introduced in 2022, Innococo was launched as a fruit-based beverage brand,
providing a healthier alternative to sports hydration drinks. Since then, it has evolved into
our platform for healthier alternative to conventional sports and functional drinks as part
of our efforts to penetrate the broader food and beverage industry, featuring products
inspired by coconut and other natural ingredients. Designed to offer hydration, energy
and functional benefits, Innococo products provide a satisfying and nourishing experience
to fitness-minded consumers.
We have launched coconut water and sparkling coconut water under Innococo brand
to deliver thirst-quenching refreshment with nutritional benefits, and are in the process of
bringing more Innococo products to the market.
Innococo coconut water is a healthier hydration alternative to sugar-laden sports
drinks, offering natural sugars and electrolytes without preservatives or additives, while
containing fewer calories, less sodium and more potassium. Innococo sparkling coconut
water is a no-sugar-added and gluten-free drink made from natural coconut water,
providing a refreshing and healthier alternative to soda.
In 2024, Innococo brand had three products on offer and the pictures below show our
representative Innococo beverages during the Track Record Period.
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Currently, Innococo-branded products are limited to 100% natural coconut water and
sparkling coconut water, priced at a level similar to comparable products under the if
brand. Innococo products feature distinct packaging and are marketed toward
fitness-minded consumers as a healthier hydration alternative to traditional sports
drinks.
Beginning in late 2025, we plan to expand the Innococo product line with a series of
new offerings that are distinct from our existing if products. Our primary target audience
will be young, fitness-conscious consumers in our existing markets, including mainland
China.
There is no existing competition between the two brands. According to CIC, the
market share of the if brand in the coconut water-related beverage category in mainland
China continued to grow in 2023 and 2024, following the introduction of the Innococo
brand in 2022. Given the clear differentiation in future brand positioning, pricing, target
audience, and product offerings between if and Innococo, we do not anticipate any internal
competition between the two brands in the future.
Pricing policy
We set different suggested retail prices for each market, and our products are priced
to attract a broad base of consumers. For each market, we price our products based on
various factors, including primarily our costs, local market conditions, affordability,
historical sales data for similar products, prices of competitive or alternative products in
the market as well as our distribution partners’ expected profits.
We provide our distributors with a suggested retail price for our products. See “—
Sales Network — Selection and management of distributors” for further details.
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PRODUCT DEVELOPMENT
Product development is critical to our continued success and future operations, and
the authenticity of our brands is rooted in our approach to crafting Thai-inspired food and
beverages. We focus our efforts on both product research and development (“ R&D”) and
technology or production related R&D where we research ingredients, technologies and
equipment that help improve product quality and consumer experience.
Our teams and development efforts
We follow a consumer-oriented product development approach, by emphasizing
combining consumer insights and market observations to create and iterate new products
based on consumer and distributor feedback in each market. Our marketing team leads
the product development efforts to identify areas to improve our existing offerings and
create new offerings. They are tasked with analyzing consumer demands and food and
beverage trends globally as well as within each specific market and identifying and
anticipating upcoming food and beverage industry trends along with gaps in the current
market. Collaborating closely with our R&D team, which includes food technologists
specializing in natural ingredients, our marketing team ensures our products align with
market trends and meet evolving consumer taste profiles.
Based on insights from our market research, we constantly look for ways to improve
taste of our products, add functional benefits and expand our Thai-inspired offerings for
new usage occasions and consumer needs to deliver tasting nutritious products that
resonate with and appeal to our consumers. Specifically, we continuously refine the
recipes and formulas of our products, evaluate and research alternative ingredients, as
well as research and launch new product categories, and line and product extensions
within existing categories. For example, coconut water is our primary ingredient.
Coconuts from different regions or of different maturity levels naturally exhibit taste
perception property. We have refined our formulas to ensure a consistent taste of Thai
coconut water while seeking to expand our sourcing capabilities across a broader range of
coconut-producing regions.
We protect our proprietary formulas through confidentiality agreements with
relevant employees and with external parties, including co-packers and general collectors.
In addition, access to key proprietary recipes, formulas, and trade secrets is strictly
limited to a small group of authorized personnel on a need-to-know basis. Relevant
personnel who previously had access to such information at General Beverage have since
been transitioned to our Group.
Furthermore, we endeavor to create as many products as possible from a natural
coconut to maximize our product portfolio and minimize waste. In addition to natural
coconut water, we offer three flavors of coconut milk, coconut snacks and various types of
coconut water-based beverages to appeal to a broader range of consumers. In 2023 and
2024, we launched eight and 12 new products, respectively.
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Our R&D team works with suppliers to adopt technologies to better preserve
ingredients, ensure consistent taste, and enhance product quality, all while expanding our
ingredient sourcing capabilities. The best way to enjoy coconut water is fresh. We select
the right technologies for the co-packers to package and transport coconut water,
preserving its quality as closely as possible to the natural product so our consumers
around the globe can taste the fresh coconut water. For example, we exclusively partner
with manufacturers that have adopted the cold aseptic filling technology, which prolongs
the shelf-life quality up to 12 months without preservatives added while consistently
preserves its natural nutrients and flavor. Cold aseptic filling technology is an advanced
filling process used to fill beverages or liquid food products into pre-sterilized containers
under sterile conditions without the need for heat-based sterilization of bottled products
after filling. This system has provided safety since the beginning of the production,
starting from sterilization of cap, bottle until completely filling. The products are
sterilized separately usually using short high-temperature treatments prior to filling into
pre-sterilized containers using cold aseptic filling technology.
As of December 31, 2024, we had 20 and five full-time employees for sales and
marketing function and R&D function, respectively.
Product development process
We have a streamlined and efficient product development process that allows us to
bring a new product to market in as little as a few months. This agility enables us to
respond quickly to evolving consumer preferences and market trends.
The process begins with our marketing team, which conceptualizes the product
design and specifications based on a combination of market trends, consumer needs,
usage occasions, and the capabilities of our suppliers. Once the concept is defined, our
R&D team works to bring it to life, finding the best natural ingredients available to ensure
quality and the right taste. After initial development, product samples undergo rigorous
testing with both our distributors and consumers, with feedback gathered and
incorporated through iterative refinements to align the product more closely with
consumer preferences.
If the decision is made to launch the new product, our R&D team then focuses on
optimizing the process, with a goal to achieve cost efficiency while maintaining quality
standards, ensuring that the final product meets both consumer expectations and
operational feasibility.
MARKETING AND PROMOTION
Our marketing strategy is centered around positioning our if brand as one that
offers natural and healthy Thai beverages and food products featuring concepts tailored
for the taste of a wide variety of consumers, while our Innococo brand aims to offer a
healthier alternative to conventional sports and functional drinks, specifically targeting
the athletic and active community. We focus on building brand recognition and
positioning ourselves as the preferred choice for health-conscious consumers seeking
nutritious, Thai-inspired options.
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We use both internal marketing team and local marketing agencies to help develop
compelling messaging and promotional materials for each market, as well as our
packaging to optimize brand equity. We work closely with our local distribution partners,
who share marketing spend, to launch coordinated marketing campaigns through
traditional media, social media, e-commerce and live-streaming to connect with
consumers. Such collaboration enhances consumer engagement while maximizing the
impact of our marketing budget. In 2023 and 2024, our marketing expenses accounted for
4.2% and 4.7% of our revenue, respectively.
We engage local marketing agencies to develop compelling brand messaging and
promotional materials. For example, in mainland China, we work with local agencies to
create advertising content and promote our brands across popular social platforms, such
as Xiaohongshu.
In contrast, we typically collaborate with our distributors to support marketing
initiatives, particularly in the execution and distribution of products during marketing
campaigns. For instance, distributors assist in selling products during promotional events
launched through social media, e-commerce platforms, and live-streaming channels. They
also help facilitate product distribution through KOLs and live-streamers, and organize
both in-store and online promotions to drive sales.
Marketing initiatives
To enhance consumer engagement, we collaborate with popular intellectual
property (“ IP”) holders whose brands and proprietary characters resonate with our target
audience. We create appealing experiences for consumers with these well-loved
characters and franchises. For example, we partner with Pop Mart to feature its popular
Crybaby character on if packaging, making our offerings more visually engaging.
Additionally, we conduct joint promotional campaigns to connect with the passionate
Crybaby fan base, further strengthening brand affinity and expanding our reach. In
addition, we have collaborated with Louisa, Taiwan’s largest homegrown coffee chain,
and Wootea, Taiwan’s prominent tea that blends tea traditions into modern flavors, in
Taiwan to raise our brand exposure. We have also partnered with Lady M in Hong Kong to
launch the Mango Crème Brulee Jasmine Coconut Fresh exclusively available in Lady M
stores.
To accelerate our expansion into local markets, we select spokespersons who deeply
resonate with our target consumers, and work with KOLs, live-streamers, and celebrities
to promote our brands and products. For example, we have appointed Xiao Zhan as if’s
global brand ambassador, as we believe he resonates strongly with our consumer base.
Some of these KOLs, live-streamers and celebrities, who have large numbers of social
media followings, are also engaged by our distribution partner to sell our products
through live-streaming channels. We generally select celebrities and KOLs based on their
popularity on social media and live-streaming platforms in our markets, their target
audience, and their compatibility with our brand image.
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We increase our brands’ visibility through high-impact channels. For example, we
showcased our advertisements on the massive LED-clad exteriors of the Chengdu Twin
Towers, an iconic landmark in the city’s financial district and a striking centerpiece of
Chengdu’s skyline. We also implement other out-of-home advertising initiatives,
including pop-up experiences, placement of banners and posters promoting our products
on billboards and bus shelter displays, as well as across various public transportation
platforms such as buses and trains. Additionally, we regularly attend trade shows and
exhibitions to amplify our brand presence. The following pictures illustrate our marketing
initiatives.
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SALES NETWORK
Sales strategies
We maintain a lean sales team and rely on our distribution partners to drive sales in
each market. While our collaboration with local distributors varies by market, our
strategy remains consistent: we carefully select a limited number of partners who align
with our vision and are committed to actively participating in our marketing efforts.
We adopt an asset-light, scalable business model, which includes maintaining a lean
in-house sales team. This approach enables us to optimize operational efficiency, reduce
fixed costs, and focus our resources on brand building, product development and other
key aspects, rather than managing extensive sales infrastructure in each individual
market. By partnering with local distributors, we are able to (i) leverage local market
expertise: our distributors possess in-depth knowledge of regional consumer behavior,
retail dynamics, and regulatory environments; (ii) access established sales and
distribution networks: our partners typically have long-standing relationships with key
retail chains, convenience stores and online platforms, allowing for faster and broader
market penetration; (iii) accelerate market entry and scale: without the need to build local
sales teams or infrastructure from scratch, we can enter new markets more quickly and
scale our presence with lower capital investment; and (iv) maintain operational agility:
the distributor model offers greater flexibility to adapt to market changes, trial new
products, or shift focus based on consumer trends and performance results.
Our distributors are generally engaged in the import and distribution of food and
beverage products or fast-moving consumer goods, which typically have established
networks in their local markets, including relationships with retailers, supermarkets and
convenience stores, or online distribution channels. Their sales of our products are limited
within specific countries and regions as determined in our agreements.
In mainland China, our largest market, we engage two distribution partners for if —
one mainly focuses on online channels, including e-commerce and social commerce
platforms, such as Tmall, JD.com and Douyin, while also having the ability to distribute
through select offline channels, and the other mainly distributes in offline channels, such
as supermarkets and convenience stores. For the online-focused distributors, they need to
receive our approval before distributing through select offline channels so we are aware
and can adjust accordingly. Additionally, for Innococo, we work with a single distribution
partner handling all sales channels in mainland China, which also carries select other
beverages and snacks from if’s portfolio. In Hong Kong, our second-largest market, we
streamline our operations by partnering with a distributor for substantially all our
products. Similarly, in other markets where we have a presence, we collaborate with a
select number of distribution partners to efficiently drive sales.
We have built long-term relationships with our distributors through a shared vision
and a partnership-driven approach that goes beyond simple distribution. By collaborating
closely product development and marketing, we ensure that our distributors are not just
intermediaries but strategic partners in our growth. See “— Product Development” and
“— Marketing and Promotion” for further details. As our brands gain strength and our
products become increasingly popular among consumers, these partnerships are further
reinforced, creating a mutually beneficial relationship that drives sustained success.
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We develop tailored sales strategies for each market in close collaboration with our
local distribution partners. For example, in China, we have capitalized on the country’s
thriving e-commerce landscape by establishing a digital presence through our partner for
online distribution, driving sales through key e-commerce platforms for if. At the same
time, we prioritize first-tier cities for offline expansion in China with our partner for
offline distribution. These markets feature higher consumer purchasing power, greater
brand visibility, and more developed retail infrastructure. We believe that competition
between online and offline channels is low because the market in mainland China for our
products is largely under penetrated.
Based on reports from our distributors in mainland China, we estimate that
approximately 50% of our products sold in mainland China in 2024 were distributed
through online channels, with the remaining sales made through offline channels.
According to CIC, beverage brands in mainland China typically generate over 80% of their
total sales through offline channels, highlighting the significant growth potential of our
offline distribution strategy.
For online channels, historically we focused on developing key e-commerce
platforms for if, such as Tmall, JD.com and, to a lesser extent social commerce platforms,
through our distributors in mainland China. These efforts included marketing campaigns
and live-streaming promotions aimed at increasing brand awareness and consumer
engagement. According to distributor reports, approximately 50%, 20% and 15% of online
sales were generated through Tmall, JD.com. and Douyin, respectively, in 2024.
We and our distributors have not yet devoted a comparable level of resources to
developing other e-commerce and social commerce platforms, such as Pinduoduo and
Douyin, Kuaishou and Xiaohongshu, and we believe these platforms represent
significant, underpenetrated growth potential. Expanding our presence across a broader
range of online channels could help us reach a wider consumer base and further grow our
market share.
For offline sales, our distributors concentrated on a limited number of large
supermarket and convenience store chains in first-tier cities, as well as new first-tier cities
and second-tier cities. We believe there remains significant market potential in these
cities, where our current retail footprint is limited. For example, other large supermarket
chains, local and smaller-scale supermarkets, chain stores and independent grocery or
retail outlets continue to be underpenetrated. Based on distributor reports, we estimate
that most offline sales of our products in 2024 were made through major chain stores such
as 7-Eleven, Meiyijia and FamilyMart, as well as major supermarket chains, such as China
Resources Vanguard and Ole’. In addition, based on distributor reports, we estimate more
than 50% of the offline sales of our products in 2024 happened in the first, new first tier
and second tier cities. We believe there are strong market opportunities for our products in
lower-tier cities.
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Moreover, our coconut water-related beverages fall within the broader RTD soft
beverage market. In 2024, the RTD soft beverage market in mainland China was valued at
US$138.4 billion, and is projected to grow to US$185.4 billion by 2029. Within this market,
coconut water-related beverages accounted for US$1,018.1 million in 2024, representing
0.7% of the total RTD soft beverage market. This segment is projected to grow to
US$2,550.4 million by 2029, representing 1.4% of the total RTD market. The continued
penetration and growth of the coconut water-related beverage segment are driven by
several factors, including rising health consciousness among consumers and the
broadening of consumer demographics seeking natural and functional beverages. See
“Industry Overview — Overview of the Global Coconut Water-Related Beverage Market.”
Selection and management of distributors
We select our distributors based on a number of factors, including their
qualifications, scope of operations, business scale, relevant industry experience, local
distribution network, geographical points of sale coverage and customer service
capabilities. We have a seller-buyer relationship with our distribution partners whereby
the ownership of the products is transferred to our distributors upon delivery of their
orders to their designated ports.
To the best knowledge of our Directors, during the Track Record Period, all our
distributors were independent third parties, and none of our distributors was controlled
by any of our former or present employees during the Track Record Period. During the
Track Record Period, save for two distributors in mainland China who are also our
minority shareholders, none of our distributors had any business, employment, family or
financing relationships with any of our Directors, Shareholders, senior management or
employees. See “History, Reorganisation and Corporate Structure — Corporate Structure
of the Company” for further details about our distributors’ shareholdings.
In general, we regularly assess the performance of our distributors and leverage the
assessment as a basis to determine whether to renew our agreement with a certain
distributor. More specifically, we periodically review the sales performance of our
distributors and, for the distributors who are not performing well, we work with these
distributors to try to identify and solve the issues impacting their performance. If the sales
performance of these distributors is still not improving, we may consider terminating our
relationship with them. We also ask distributors to regularly report their inventory level
to us. We consider various factors for renewing agreements with distributors, including
their historical sales, payment record, compliance with the distribution agreement and
sales and marketing capabilities.
Our distributors are generally only allowed to sell our products in the designated
channels. Our distributors are typically allowed to engage sub-distributors. During the
Track Record Period, we did not enter into any agreements or otherwise directly establish
relationships with any sub-distributor. Consequently, we have no control over
sub-distributors. Based on information provided by our distributors, we estimate that our
products were sold to over one thousand customers in mainland China in 2024. These
customers primarily include sub-distributors, key accounts such as supermarket chains
and retail chains, as well as other entities including local supermarkets and retail stores.
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We conduct periodic site visits to our distributors and selected sub-distributors, and
surveys the sales channels managed by our distributors and sub-distributors to monitor
the sales performance of our products. We have not identified any material sales issues
concerning our distributors or sub-distributors during the Track Record Period and up to
the Latest Practicable Date.
We provide our distributors with a suggested retail price for our products, and we
require distributors to pay us in full upon acceptance of the delivery. No express penalty is
stipulated in the agreements if the distributors or their sub-distributors do not follow our
suggested retail price. However, it is part of our ongoing evaluation of our distributors’
performance. Our distributors have not failed to follow the suggested retail price during
the Track Record Period and up to the Latest Practicable Date.
Major terms of contract with our distributors
We typically enter into distribution agreements with our distributors. The terms of
the agreements vary depending on the result of our negotiation with each distributor, but
these agreements largely follow our standard template for distribution agreements. There
are no material variations in key contractual terms of our distribution agreements across
different distributors or regions. However, certain commercial terms may vary depending
on the specific market and the individual distributor’s capabilities, such as pricing,
contract duration and sales targets or incentives. The table below sets forth the key terms
of our distribution agreements:
Duration : Initial term typically ranges three to five years,
subject to one to two years extension upon express
written consent of both parties.
Delivery of products : We typically agree to deliver the products within 30
days from the date of the purchase order.
Transfer of risks : Delivery is typically either free on board, where we
are responsible until the port of loading in Thailand
or cost, insurance and freight, where we are
responsible until the final destination of the
distributors.
Product
returns/exchanges
: Once products are sold, we do not accept returns or
exchanges except for quality issues.
We require the distributors to indemnify us against
any loss or damage due to any claim for public
liability including claim for a defect of the products,
unless proven to be a defect during the manufacturing
process.
Volume discounts : We may offer rebate when order volumes meet certain
agreed year-end target.
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Minimum purchase
requirements
: Due to high demand of our products, we typically set
a minimum annual order target, which is reviewed
annually, and used as part of our valuation of the
distributors’ performance. This target varies based on
the market and designated sales channel. Our
distributors typically are not subject to any key
performance indicators other than the minimum
purchase requirement.
Our distributors have not failed to meet the minimum
annual order target during the Track Record Period
and up to the Latest Practicable Date.
Termination : Distribution agreements may be terminated at any
time by advance written notice by either party. We
may also terminate upon distributors’ failure to cure a
material breach or default after a period of time has
lapsed from the receipt of our written notice.
Channel control
To ensure the sustainability of our sales performance, we have implemented robust
controls to prevent excessive inventory build-up within our distribution channels. We
require our distributors to periodically submit detailed sales reports, which include data
on sales through their channels, not just purchases from us. This allows us to assess true
market demand and detect any discrepancies between shipments and actual sales.
Distributors are also required to regularly report their inventory levels enabling us to
track stock turnover rates and identify potential inventory build-ups. We evaluate
distributor performance not only based on purchase volumes but also on sell-through
efficiency, inventory health. Furthermore, we have a seller-buyer relationship with our
distributors and do not accept returns or exchanges except for quality issues.
To minimize the risk of cannibalization among our distribution partners,
particularly in mainland China, our largest market, we have adopted a clearly defined
channel strategy. We engage two distribution partners for if with distinct channel
responsibilities, one mainly focuses on online channels, including e-commerce and social
commerce platforms, such as flagship stores on Tmall, JD.com and Douyin, while also
having the ability to distribute through select offline channels. An official distributor
appointment letter issued by us is required to authorize distribution through select offline
retail channels. We assess such appointments carefully to avoid overlapping or channel
conflict between our distribution partners. The other mainly distributes in offline
channels, such as supermarkets and convenience stores. Additionally, for Innococo,w e
work with a single distribution partner handling all sales channels in mainland China,
which also carries select other beverages and snacks from if’s portfolio. This delineation of
channel coverage and brand responsibilities allows us to effectively manage market
coverage while mitigating competition.
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In Hong Kong, our second-largest market, we streamline our operations by
partnering with a distributor for substantially all of our products. Specifically, our
principal distributor in Hong Kong distributes all if-branded products, and another
distributor is responsible for Innococo-branded products. Similarly, in other markets
where we have a presence, we collaborate with a select number of distribution partners to
efficiently drive sales. When selecting distributors for each market, we primarily consider
factors such as market size and the capability of the distributor. For example, in smaller
markets with a relatively limited population, such as Hong Kong, we may engage a
principal distributor capable of covering all major distribution channels. We regularly
assess the performance of our distributors. Distributors are limited to selling our products
within the specific territories and channels defined in their respective agreements. Given
our limited presence and the immaterial volume of product sales in each other market, we
do not believe there are any issues of channel stuffing and cannibalisation among the
distributors in other markets.
The table below sets forth the total number of our distributors and their movement
during the Track Record Period.
2022(1) 2023 2024
Number of active distributors at
the beginning of the period 27 34 36
Number of new distributors 9 15 13
Number of reactive distributors – 1 4
Number of inactive distributors (2) (14) (10)
Number of active distributors
at the end of the period(2) 34 36 43
Notes:
(1) Refers to the distributors of the International Business.
(2) As of December 31, 2024, there were a total of 21 inactive distributors. Of these, one distributor
had been inactive for three years, 10 had been inactive for two years, and the remaining 10 had
been inactive for one year.
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The following table sets forth a breakdown of the number of distributors by region.
2022(1) 2023 2024
Mainland China 5 3 3
Hong Kong 1 2 2
Singapore 2 2 2
Taiwan 2 2 1
Others (2) 24 27 35
Total 34 36 43
Notes:
(1) Refers to the distributors of the International Business.
(2) Include distributors for 16 countries, 19 countries and 23 countries in 2022, 2023 and 2024,
respectively.
Our and International Business’s new distributors refer to someone who has no
prior engagement with us or the International Business. The International Business
engaged in new distributors in 2022 to expand into new markets. Similarly, our new
distributors increased from 2023 to 2024 as we expanded into new markets and sought for
new partnerships.
As we aim to build long term relationships with our distributors, we have not
terminated any distributor during the Track Record Period, and the International Business
did not terminate any of its distributors in 2022. Some distributors, however, became
inactive in a particular year because certain other distributors with better resources or
certain markets were prioritized over others and we treated them as inactive distributors
in that particular year. If an inactive distributor in a particular year orders from us the
following year, it will become an active distributor in that following year.
We generally prioritize distributors based on market strategic importance and the
capabilities of individual partners. During the Track Record Period, for example, we
focused on expanding in mainland China, our largest market, and accordingly prioritized
distributors operating there.
We also give preference to distributors with strong local infrastructure, including
established retail distribution networks, logistics capabilities, and sales teams, as these
partners are better equipped to support large-scale distribution over smaller importers or
exporters without such capabilities.
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Major customers
In 2023 (period from December 8, 2022 to December 31, 2023) and 2024, sales to our
five largest customers amounted to US$86 million and US$154 million, accounting for
97.9% and 97.6% of our total sales in the respective periods. The largest five customers in
2023 (period from December 8, 2022 to December 31, 2023) and 2024 were distribution
partners and remained the same. These customers were also the five largest customers of
the International Business in 2022, which accounted for over 90% of the revenue of the
International Business in 2022. During the Track Record Period, to the best knowledge of
our Directors, none of our Directors, their associates or any of our current Shareholders
(who, to the knowledge of our Directors, own more than 5% of our share capital) had any
interest in our five largest customers in any period during the Track Record Period that are
required to be disclosed under the Listing Rules.
The Directors are of the view that the Group is not unduly reliant on its top five
customers, based on several key considerations. The Group has established long-term,
stable relationships with its distributors through a shared vision and a
partnership-oriented approach that extends beyond traditional distribution
arrangements. These relationships are built on mutual trust, aligned growth objectives,
and consistent commercial collaboration, rather than transactional or short-term
arrangements. These relationships are further reinforced by the strength of the Group’s
brands and the sustained popularity of its products among consumers. This
consumer-driven demand supports the Group’s bargaining position and reduces reliance
on any single distributor. In addition, the Group has developed core competencies in
brand development, product development, fulfillment management, and marketing,
which enhance its value proposition and reduce its dependence on any single customer.
Furthermore, the Directors believe that switching costs to alternative distributors
are not significant, and there is a broad base of qualified distributors in both mainland
China and Hong Kong with comparable channel resources. This would allow the Group to
reallocate distribution if required without material disruption.
In addition, the Group’s arrangements with key distributors are generally
supported by rolling purchase orders and sales forecasts, which provide visibility and
predictability in revenue streams. In practice, these distributors have demonstrated
consistent ordering patterns and a strong commitment to maintaining the commercial
relationship, thereby reducing any volatility associated with revenue concentration.
The Group’s key customers derive substantial revenue from the distribution of the
Group’s products. This mutual dependence aligns incentives and fosters a collaborative
partnership in areas such as marketing and channel development. As such, these
customers have a vested interest in maintaining and growing their relationship with the
Group.
This view is supported by CIC, which notes that it is common for foreign food and
beverage companies to work with distributors in these regions without creating undue
reliance, given the abundance of alternative distributors with similar capabilities.
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The following tables set forth certain information relating to the top five customers
for the period/year indicated.
For the period from December 8, 2022 to December 31, 2023
Customer Place
Transaction
amount
Percentage
of sales
Years of
business
relationship
(1) Background
(in US$
thousands)
Customer A China 43,313 49.5 Since 2018 Food and beverage import company based
in Zhejiang, China and founded in 2011
specializing in online channels
Customer B China 22,732 26.0 Since 2020 Import company based in Guangdong,
China and founded in 2011 specializing
in importing drinks and snacks from all
over the world
Customer C China 13,872 15.9 Since 2021 Food and beverage import company based
in Guangdong, China and founded in
2020 specializing in imports and
logistics
Customer D Hong Kong 4,829 5.5 Since 2015 Distribution company founded in 1973
specializing in sales of beverage, juice
drinks and food
Customer E Singapore 878 1.0 Since 2015 Import company, retailer and wholesale
distributor specializing in fast moving
consumer goods, primarily beverages
and food covering Southeast Asia
Note:
(1) Years of business relationships include relationships under General Beverage.
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For the year ended December 31, 2024
Customer Place
Transaction
amount
Percentage
of sales
Years of
business
relationship
(1) Background
(in US$
thousands)
Customer A China 74,089 47.0 Since 2018 Food and beverage import company based
in Zhejiang, China and founded in 2011
specializing in online channels
Customer B China 44,798 28.4 Since 2020 Import company based in Guangdong,
China and founded in 2011 specializing
in importing drinks and snacks from all
over the world
Customer C China 26,769 17.0 Since 2021 Food and beverage import company based
in Guangdong, China and founded in
2020 specializing in imports and
logistics
Customer D Hong Kong 7,061 4.5 Since 2015 Distribution company founded in 1973
specializing in sales of beverage,
juice drinks and food
Customer E Singapore 1,218 0.8 Since 2015 Import company, retailer and wholesale
distributor specializing in fast moving
consumer goods, primarily beverages
and food covering Southeast Asia
Note:
(1) Years of business relationships include relationships under General Beverage.
Overlapping customer and supplier
General Beverage is one of our five largest suppliers in 2023 (period from December
8, 2022 to December 31, 2023) and 2024. During those years, General Beverage served as
one of our co-packers. They also sold our products bearing if trademarks in Thailand,
paying us royalties of 2.5% of the total sales under a non-exclusive license pursuant to a
trademark license agreement.
We expect General Beverage to continue to act as our co-packer and distribute our
products in Thailand. See “Connected Transactions — Summary of the Continuing
Connected Transactions” for more information.
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OUR FULFILLMENT PROCESS
We operate an asset-light business model, leveraging partnerships with co-packers
for manufacturing and third-party logistics providers for transportation to efficiently
manage our fulfillment process.
The authenticity of our brands also stems from our use of raw ingredients and
materials sourced from Thailand. Through our collaboration with coconut farmers,
collectors and co-packers in Thailand, we have secured our supply of coconut water and
built up knowledge and relationships, which creates a significant competitive advantage
in Thai coconut water. We have a dedicated small in-house fulfillment team that oversees
sourcing, manufacturing, and global distribution, ensuring efficiency and quality at every
stage. As of December 31, 2024, we had six full-time employees for fulfillment
management function responsible for our quality assurance and procurement.
Overview of fulfillment process
We adopt a consistent sales process across all of our product categories, including
coconut water-related beverages, other beverages, and plant-based snacks. Our products
are offered to distributors, who place purchase orders with us based on their demand.
Purchase orders are fulfilled through the following key stages: (i) procurement of raw
ingredients and materials, (ii) co-packing, and (iii) shipment.
Preliminary purchase orders are placed by our distributors approximately three
months in advance to allow adequate time for production planning. We consolidate a
batch of these preliminary orders and share them with our co-packers to book their
production capacity, with allocation decisions based on factors such as available capacity
and co-packing fees. We require our distributors to issue final purchase orders at least one
month before the scheduled shipment date.
For coconut water-related beverages, based on the final orders, procurement of raw
ingredients, primarily coconut water, is initiated, with individual co-packers placing
purchase orders with the general collector based on their allocated orders.
The general collectors source coconut water from farmers or local collectors, who
extract the water from fresh coconuts and deliver it within the same day. Upon receipt, the
general collectors process the coconut water immediately. The processed coconut water is
then delivered to the co-packers, who begin packaging it without delay in a continuous
production process, according to our standard operating procedures, including packaging
instructions. The co-packers are responsible for sourcing packaging materials from our
approved suppliers.
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We do not participate in the negotiation of prices between local farmers, local
collectors, and General Beverage, who acts as the general collector. Pricing among these
parties is determined independently. Due to the historical underutilization of coconut
water in Thailand (which was often discarded in favor of coconut meat used for oil), and
our large demand, the supply-demand dynamics of coconut water remained favorable,
contributing to price stability. We were involved in the pricing arrangements between
General Beverage as general collector and the co-packers. General Beverage uses a
cost-plus-margin pricing model, applying a margin we consider commercially reasonable.
Our involvement ensures greater transparency, predictability, and fairness in pricing, and
has helped foster stable, long-term partnerships with our co-packing partners.
Due to the sensitivity of coconut water, the entire process from extraction to final
packaging into an aseptic package is designed to operate without interruption and is
normally completed in less than 72 hours.
For our other beverages, we engage third-party co-packers who are responsible for
sourcing raw ingredients from our list of approved suppliers, based on final orders. The
co-packers manufacture finished goods in accordance with our proprietary formulas and
standard operating procedures, which include detailed packaging instructions. In
addition, the co-packers are responsible for sourcing all necessary packaging materials.
With respect to our snack product line, we select product offerings that are either (i)
developed in accordance with the finished goods specifications of our co-packers, or (ii)
formulated based on common raw ingredients and flavor profiles selected and adjusted at
our requests. These co-packers are responsible for the production of snack products and
for packaging the products in accordance with our branding and packaging instructions.
The co-packers independently procure the necessary raw ingredients from their own
suppliers and source packaging materials from our approved packaging suppliers.
The finished goods are shipped to our customers’ designated ports either by our
co-packers’ delivery fleet or third-party logistic providers arranged and paid by us,
pursuant to our agreed shipment schedules.
The following diagram illustrates our typical coconut water-related beverage
fulfillment process.
Coconut
water
Coconut
water
Payments for
coconut water
funds flow
inventory flow
Processed
coconut water
Payments for
processed
coconut water
Finished coconut
water products
Payment for
products(3)
Payments for
finished goods
DistributorsLocal
collectors(1)
Farmers(2)
General
collector(s) Co-packers
Our Company
Coconut
water
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Notes:
(1) When long-distance transportation is needed, local collectors are engaged to collect coconut
water from farmers, which is then transported to a general collector in temperature controlled
tanks to preserve its quality and freshness.
(2) Farmers located closer to a general collector can deliver the coconut water directly to the general
collector.
(3) See “— Co-packing — Order fulfillment” for more information about purchase orders from
distributors.
Raw ingredients and materials
Coconut water is the principal ingredient for our products. Once a coconut is
opened and exposed to oxygen, enzymes found in the coconut water, such as peroxidase
and polyphenol oxidase, develop chemical reactions that lead to the loss of both
nutritional value and flavor. Therefore, it is crucial to preserve the quality of the coconut
water from extraction to packaging into our products.
While we do not purchase coconut water directly from coconut farmers, we are
involved in selecting or approving collectors and farmers from whom our co-packers
purchase coconut water, based on our assessment of the quality of product produced by
such collectors or farmers.
During the Track Record Period, we did not enter into direct procurement contracts
with farmers, local collectors, or the general collector. Instead, procurement for coconut
water were established through the following arrangements: (i) between the general
collector and local collectors or farmers; (ii) between the general collector and co-packers;
and (iii) between the co-packers and us.
Local collectors and farmers are generally not equipped to process coconut water in
accordance with our specifications. Therefore, we designate general collectors to process
coconut water through the following steps: our general collectors (i) collect fresh coconut
water from local collectors or farmers; (ii) conduct a purity test on the coconut water, and
task quality control experts to maintain hygienic conditions control over the coconut
water to ensure quality, (iii) pre-pasteurize the coconut water; (iv) store the
pre-pasteurized coconut water in silo tanks under the required optimal specified storage
conditions, which can be stored up to 12 hours before becoming substandard; and (v)
blend pre-pasteurized coconut water from coconuts of different maturity levels according
to our proprietary formula for our natural coconut water products, or blend
pre-pasteurized coconut water with additional ingredients based on our specified formula
for our coconut water-related products.
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Local farmers are individuals or groups who directly operate coconut farms,
harvesting fresh coconuts and extracting coconut water at the source. In contrast, local
collectors are mainly specialized operators who gather coconut water from multiple farms
and transport it to manufacturing facilities for further processing. Local collectors are
equipped with temperature-controlled tanks to ensure the coconut water remains fresh
during transportation, whereas local farmers typically are not, as their role is limited to
harvesting and initial extraction at the farm level.
General collectors and co-packers are not required to obtain any licenses, permits, or
certifications, except when operating machinery with capacity and number of workers
exceed certain threshold, in which case a factory license from the local authorities in
Thailand is required. Based on our audit, our co-packers had been in compliance with the
relevant licenses and permits during the Track Record Period, and we are not aware of any
breach up to the Latest Practicable Date.
When long-distance transportation is needed, local collectors work with coconut
farmers to gather fresh coconuts harvested from adjacent farms and extract coconut water
from coconuts, which is then transported in temperature controlled tanks to preserve its
quality and freshness before the coconut water is delivered to a general collector. Farmers
located closer to a general collector can deliver the coconut water directly.
In addition to approving local collectors or farmers, we may, at our discretion,
designate specific local collectors or farmers from whom our general collectors can
purchase coconut water, and we may require our general collectors to enter into contract
farming arrangements with such collectors or farmers. Our general collectors may only
purchase coconut water from the local collectors and farmers, either approved or
designated by us. Our co-packers may only purchase processed coconut water from our
designated general collectors. Co-packers have no discretion in selecting general
collectors. To broaden the supply base, we permit local collectors to procure raw coconut
water from farmers of their own selection. See “— Our Fulfillment Process — Raw
ingredients and materials — Quality control” for further details regarding how we control
raw coconut water quality.
We partnered with 10 and 12 co-packers in 2023 and 2024, respectively. Coconut
water was sourced by the general collector directly from 32 and 30 local farmers (which do
not include farmers engaged independently by local collectors), and through 4 and 13
local collectors in 2023 and 2024, respectively.
Reliance on General Beverage
During the Track Record Period, General Beverage acted as our only general
collector and supplied all of the coconut water raw ingredient for our products to
independent co-packers, which General Beverage sourced from local collectors and
farmers we selected. This reflects the supply arrangement used by the International
Business, where General Beverage supplied all coconut water raw ingredient for external
co-packers to produce its products.
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We maintained the arrangement of the International Business during the Track
Record Period to meet quality control requirements and protect our trade secrets, such as
proprietary recipes and formulas. However, as our business grows further, we plan to
gradually reduce the portion of coconut water supplied by General Beverage to other
co-packers and develop independent general collectors who possess the necessary
technologies and are committed to protecting our trade secrets.
We expect General Beverage to remain our largest general collector in 2025. In
addition to its role as a general collector, General Beverage also served as one of our
co-packers in 2023 and 2024. Our purchases from General Beverage as a co-packer
amounted to US$12.4 million in 2023 and US$18.1 million in 2024, representing 21.6% and
18.0% of our total purchase amounts in those respective years.
We do not expect our relationship with General Beverage will be subject to material
adverse change. We are currently party to a multi-year co-packing agreement with
General Beverage, which has been operating effectively and is expected to be renewed for
another five years upon its expiry on December 31, 2027. Additionally, we have entered
into a new five-year collaboration agreement with General Beverage under which they
will serve as a general collector. These long-term contractual arrangements provide
structural stability, reinforce our mutual commitment and mitigate risks of potential
disputes.
Pursuant to the general collector agreement with General Beverage, we will arrange
for the procurement of our co-packers to purchase the processed coconut water produced
by General Beverage; and General Beverage will coordinate with co-packers for the sale of
processed coconut water, including: (i) General Beverage will source coconut water from
suppliers approved by us to produce and supply the processed coconut water according to
the specifications set by us; (ii) General Beverage will arrange for transportation from
external providers to deliver the processed coconut water to the location designated by us;
and (iii) General Beverage agrees to produce and supply processed coconut water to
co-packers at a minimum quantity per day.
Pursuant to the agreement, General Beverage will issue price quotations for the
processed coconut water to co-packers and collect payments directly from co-packers.
While we are not responsible for any of the payment of processed coconut water under the
agreement, we may be involved in and facilitated the discussions between General
Beverage and co-packers in relation to such price quotations. General Beverage has agreed
that it and its affiliates will not produce the processed coconut water or similar products
with the same type of the processed coconut water for any other parties without our prior
written consent. The agreement will only be terminated upon mutual written consent, and
can be renewed under mutually agreed terms in writing at least six months prior to the
expiration date. In the event of an uncured material breach by General Beverage under the
agreement, we have the right to claim for all damages resulting from such breach. See
“Continued Transactions” for additional details.
More importantly, General Beverage will remain our Controlling Shareholder
following the Listing. As such, it is directly aligned with our long-term success and has a
vested interest in maintaining and supporting a stable and productive relationship with
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our Group. Furthermore, there is a clear delineation between the business operations of
General Beverage and those of our Group, which minimizes the potential for operational
conflicts and enhances the sustainability of our partnership. See “Relationship with
Controlling Shareholders.”
Nevertheless, we plan to diversify our sources of coconut water raw ingredients and
collaborate with additional general collectors.
In late April 2025, we engaged an independent third-party general collector to
supply processed coconut water that is ready for packaging directly to co-packers. We
have entered into a collaboration agreement with this independent general collector to
facilitate its direct supply of processed coconut water to co-packers, which includes
confidentiality provisions to safeguard our proprietary formulas and other terms similar
to our general collector agreement with General Beverage. The independent general
collector had been one of our approved local collectors in Thailand since May 2023 and
had previously supplied coconut water to General Beverage. Given that this independent
third-party possesses the necessary equipment and processing capabilities, we from time
to time leveraged its facilities to process coconut water in accordance with our proprietary
formula. The processed coconut water was then supplied to General Beverage, which in
turn supplied it to co-packers. To protect the confidentiality of our proprietary formula, a
non-disclosure agreement was entered into with the independent third-party in May 2023.
In an effort to streamline the supply chain and reduce reliance on General Beverage, we
began directing the independent third-party to supply ready-for-packaging coconut water
directly to co-packers starting in late April 2025. We expect this independent third-party
to supply as a general collector approximately 15% of our total coconut water raw
ingredient requirements used by co-packers in 2025.
Following the completion of the Listing, we intend to develop additional
independent general collectors. By the end of 2025, our goal is to engage such additional
independent general collectors so as to reduce the proportion of coconut water raw
ingredients supplied by General Beverage to no more than approximately 70% of our total
coconut water raw ingredient requirements by volume in 2025. We have identified two
local collectors, who are independent third parties, to serve as our general collectors. We
plan to commence collaboration with them following the completion of the Listing and are
working with them to ready the necessary processing facilities. We expect these three
general collectors to collectively account for up to 35% of our total coconut water raw
ingredient requirements by volume in 2025.
Once we achieve our target in 2025, we plan to collaborate with existing
independent general collectors to expand their production capacity, while also continuing
to seek new partnerships. Our goal is to reduce the proportion of coconut water raw
ingredients supplied by General Beverage to no more than approximately 50% of our total
coconut water raw ingredient requirements by 2027.
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In parallel with expanding our general collector base, we also plan to provide
support to our co-packers to secure stable and sustainable future deliveries, which will
enable our co-packers to upgrade or develop new production lines for high-quality
processing and packaging. See also “Future Plans and Use of Proceeds — Use of Proceeds”
for more information.
Following the Listing, as we expand our network of co-packers and general
collectors, we intend to enter into direct contracts with them, particularly with those we
plan to support using a portion of the net proceeds, in order to secure a stable supply of
coconut water.
Process and quality control
We have established a comprehensive control framework and standard operating
procedures to manage and monitor the fulfillment process across our supply chain. We
continuously monitor our partners along the supply chain through sample testing, audits,
site visits and performance reviews.
Our general collectors, including General Beverage and our newly engaged
independent general collector, establish collection centers to receive raw coconut water
delivered by both farmers and local collectors. Similarly, local collectors set up local
collection centers to receive raw coconut water sourced directly from farmers. To maintain
the quality and safety of the raw coconut water collected, we conduct water purity tests at
these collection centers as part of our quality control procedures.
In addition to on-site testing, we implement periodic audits of our co-packers,
general collectors, and local collectors, as well as farmers who are directly arranged by us
to supply raw coconut water to general collectors. These audits are conducted to monitor
and evaluate the compliance of their coconut water collection processes with our
standards.
To support these efforts, we have adopted detailed audit guidelines and a
standardized checklist to ensure consistency and thoroughness in our evaluations. When
issues are identified during an audit, we provide specific recommendations for remedial
action, and conduct follow-up surveillance audits to verify the implementation and
effectiveness of corrective measures. In addition to formal audits, we also conduct ad hoc
onsite visits to the facilities of co-packers, general collectors, and local collectors to further
monitor ongoing compliance and operational performance.
We work closely with farmers, local collectors, and general collectors to ensure the
quality and hygiene of the collected coconut water from harvesting and collection to
transportation and delivery to co-packers.
As part of the quality control mechanism, general collectors are entitled to reject raw
ingredients supplied by local farmers or collectors if quality issues are identified.
Similarly, co-packers have the right to reject coconut water supplied by general collectors
in the event of any quality concerns.
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To mitigate product safety risks and clarify liability, we require our co-packers to
indemnify us against all losses, costs, and liabilities arising from personal injury or
property damage that is directly and solely caused by the services performed or products
provided by the co-packers. These contractual indemnities serve as an important risk
mitigation measure.
Before onboarding any new co-packer, general collector, local collector, or farmer,
we conduct a test run to evaluate their facilities, operational capabilities, and product
quality. This trial phase allows us to assess whether the potential partner meets our
operational and food safety standards before forming a formal business relationship. The
test run process includes on-site inspections, sample evaluations, and an assessment of
their ability to comply with our sourcing, hygiene and handling requirements.
Farmers are primarily responsible for harvesting coconuts and extracting coconut
water. They focus on using fresh coconuts and adhering to hygienic extraction practices.
Local collectors are specialized operators who follow stringent hygiene protocols
and facility standards. Their collection sites are kept clean and well-organized, with
proper drainage systems in place to prevent water accumulation and minimize
contamination risks. All equipment used in the collection and cleaning processes is made
from rust-resistant, non-absorbent materials with smooth surfaces and minimal joints,
allowing for easy cleaning and reducing microbial buildup. Cleaning agents are food-safe
and stored in clearly labeled containers. The premises are designed with sufficient
workspace and storage to support proper handling and prevent cross-contamination.
Transportation vehicles are also cleaned and maintained to meet food safety requirements,
ensuring that coconut water is delivered under hygienic and temperature-controlled
conditions.
General collectors uphold quality and hygiene through a series of control measures,
including: (i) conducting purity tests on the coconut water; (ii) assigning quality control
experts to monitor and maintain hygienic conditions; (iii) pre-pasteurizing the coconut
w a t e r—ap reparatory step involving gentle pre-heating to enhance quality and hygiene;
(iv) storing the pre-pasteurized coconut water in silo tanks under optimal, specified
conditions for up to 12 hours; and (v) transporting the blended, pre-pasteurized coconut
water to co-packers in temperature-controlled tanks.
As part of our efforts to improve quality of our supplies, we conduct regular
training and education sessions for our selected or approved local collectors and farmers.
These sessions focus on improving their quality standards and adopting advanced
techniques for extracting, separating, and preserving coconut water, which ensures the
raw materials meet our specifications, allowing for blending at our general collectors
according to our formula.
To further strengthen our supply of coconut water in Thailand, we cultivate deep,
long-standing relationships with local farming communities. We collaborate with
collectors to encourage local farmers to grow coconuts and educate them on best
agricultural practices and economic value of coconut water — an often-overlooked
resource in the past. These relationships are essential to securing a stable and high-quality
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coconut supply, as they foster trust and promote sustainable farming practices.
Additionally, we share technical resources and expertise with select long-term farmers,
collectors and co-packers, helping them scale their operations, improve quality, and
enhance production capacity.
We have developed a set of detailed assessment criteria and scoring system applied
by our R&D team and quality assurance team for the purposes of evaluating whether a
collector or a farmer is “designated or approved” by us. Such key assessment criteria
cover aspects including but not limited to the following:
• site hygiene standards such as whether area around the production source is
clear and clean without risks of contamination and whether there are proper
drainage channels;
• cleanliness of production equipment, such as whether equipment used for
cleaning is resistant to rust, has smooth surfaces, has non-absorbent
properties and has minimal joints;
• proper storage and labelling of chemicals approved for use as food
ingredients;
• maintenance of sufficient working space and storage capacity on the premises
to enable all operations to be carried out properly under safe hygienic
conditions; and
• suitability and cleanliness of vehicles deployed for transportation of such
products.
We require collectors, farmers and co-packers to follow a stringent transportation
process to ensure the highest quality of the coconut water. Specifically, for transportation
durations exceeding 12 hours or when temperatures rise above 6°C,
temperature-controlled tanks are required to maintain product freshness and prevent
spoilage.
Our co-packers are responsible for procuring packaging materials for our products,
such as PET bottles, aluminum cans and Tetra Pak cartons. We provide our co-packers
with instructions (and where applicable, the relevant bottle molds) for the production and
design of the containers, packaging and labels used for our products. Our co-packers are
also responsible for sourcing other raw ingredients of our products from our designated
or approved suppliers. These other raw ingredients mainly include premix (for example, a
blend of sweeteners and nutrients), flavorings (to provide specific taste profiles), and
concentrates (such as fruit or plant-based extracts) for our other beverages.
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Co-packing
We engage co-packing partners to produce our finished goods. We purchase
finished products from these co-packing partners, which include all packaging and
ingredients used.
Our co-packing partners
We maintain rigorous standards for selecting our co-packing partners, taking into
account various factors, including their qualifications, supply capabilities, management
systems, production facilities and operational standards. Most importantly, we
exclusively partner with manufacturers that have adopted the cold aseptic filling
technology essential for our products, maintaining the highest levels of quality, safety,
and freshness.
Before we qualify a co-packing partner as our supplier, we undertake a
comprehensive evaluation of their business licenses, permits, production licenses,
external product inspection reports, management system certifications, product
certifications and other relevant documentation. We require our co-packing partners to
adhere to our guidelines and policies, as well as relevant industry and regulatory
standards, throughout the procurement of raw materials and all critical production
processes involved in the manufacturing of our products. During the Track Record Period,
other than General Beverage, all our co-packing partners were independent third parties.
Major terms of contract with our co-packing partners
We generally enter into framework agreements with our co-packing partners. Set
forth below are the major terms of our standard framework agreement with our
co-packing partners:
Duration : The duration of our contracts with our major
co-packers ranges from 12 months to 5 years, and
typically include provisions for automatic renewals of
the term, unless intention of non-renewal is
other-wise notified by either party.
Payment and credit
terms
: Our co-packers generally grant us credit terms of
between 7 and 45 days from the date of the relevant
invoice, after taking into account factors such as our
relationship with the relevant co-packers and the size
of the transaction.
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Product quality : We r equire co-packers to produce products in
accordance with the formula set forth in our
specifications. Co-packers will report inspection
results in writing to us prior to delivery in order to
obtain our approval. We can reject the products after
our inspection upon delivery and the co-packers will
replace the products at their own expense.
Liability/indemnity : We require co-packers to indemnify us for all losses,
costs and liabilities resulting from personal injury or
property damage directly and solely caused by the
services performed by, or any product provided by
co-packers unless such losses, costs and liabilities are
due to our negligence or co-packers’ reliance on our
information or technology, including requests,
instructions, designs, drawings or specifications from
us.
We agree to indemnify co-packers for all losses, costs
and liabilities due to our breach of contractual
warranties, which typically include regulatory
compliance of any ingredients furnished by us or our
suppliers, as well as our ownership and regulatory
compliance of the formulas and intellectual property
we provide.
Termination : We have the right to unilaterally terminate the
contracts in the event that there are defects and/or
issues with the quality of the products manufactured
by the co-packers. There are no penalties prescribed in
the contracts entered into, that are payable by us, for
such unilateral terminations.
Our agreements provide for customary termination
events without incurrence of any penalty, including:
(i) failure to make payment pursuant to the terms of
the contract; (ii) breach of the contract and failure to
remedy or cure such breach within a stipulated time
period; (iii) suspension of performance of the contract
due to a force majeure event; (iv) bankruptcy,
insolvency, liquidation or similar proceedings being
brought by or against either party; (v) cessation or
suspension or threats to cease or suspend the carrying
on of business; and (vi) change of control to state
ownership. These customary termination events can
be triggered by either contracting party.
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Confidentiality : Our technology, ingredients formula are considered
our confidential information, which (i) cannot
directly or indirectly, without our prior written
consent, be disclosed to any third party and/or
published and/or utilized by co-packers for any
purpose other than performing co-packing
obligations; and (ii) is required to be maintained in
confidence, with access restricted to personnel who
have a need to know and to solely for the purpose of
the performance of co-packing obligations. Our
confidential information remains our property.
Subject to a limited license granted to co-packers
solely for the purpose of performing their co-packing
obligations, we retain all title and rights in and to our
intellectual property at all times. Upon termination of
the co-packing agreement, co-packers are generally
required to immediately cease use of our intellectual
property.
Intellectual property : Our technology, ingredients formula are considered
our confidential information and remain our
property.
Pricing : The pricing of finished goods produced by co-packers
is based on the cost of raw materials and packaging
materials, as well as their individual manufacturing
cost, plus a service fee. Certain co-packers also offer
us volume-based rebates.
Co-packing process
The steps taken by our co-packers in producing our products generally involve: (i)
receipt of blended coconut water or other products from a general collector; (ii)
ultra-high-temperature (UHT) sterilization processing of the blended product; and (iii)
using cold aseptic filling system for packing, filling and sealing of final processed
products into containers and/or packaging based on specified designs provided by us.
Our approach to manage our fulfillment process is commonly observed in the
ready-to-consume food and beverage industry in Thailand, where the bulk of our
co-packing is undertaken.
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Order fulfillment
We maintain a lean operational structure while ensuring timely and cost-effective
delivery to our customers. The typical steps involved in fulling our orders are as follows:
Delivery of
products to
customer(s)
Obtain
preliminary
purchase orders
from customers
Relay purchase
orders to
co-packers
Receive
purchase
forecasts from
customers
Plan supply of
raw ingredients
and materials
Receive final
purchase
orders from
customers
We gather purchase forecasts from our customers for the upcoming year and share
them with our co-packers. Based on these forecasts, we work with our co-packers to plan
the supply of raw ingredients and materials. These forecasts are usually provided
annually and updated every quarter, helping our co-packers better plan their sourcing
and production.
We typically receive preliminary purchase orders from our customers on a monthly
basis, for purchases three months in advance. Based on such consolidated purchase
orders, we place orders with our co-packers to book their capacity. Some of our co-packers
require a minimum order quantity (MOQ) for each order, however these specified MOQs
are generally low compared to our actual purchase orders, and our orders have
historically always exceeded any MOQ imposed. We require our customers to issue final
purchase orders one month in advance. Preliminary purchase orders are non-binding. The
quantities specified in final purchase orders may differ from those in preliminary orders
(lower or higher), as adjustments may be made to align with batch planning and sourcing
coordination through the general collector.
We arrange for delivery of the ordered products from our co-packers directly to our
customers’ designated ports, by way of either (i) direct delivery by our co-packers’
delivery fleet or (ii) third party logistic providers arranged and paid by us. For shipments
handled by our co-packing partners, logistics expenses are incorporated into the pricing
quotes they provide. Our logistics service providers bear the risks associated with the
delivery of our products and we have insurance coverage for shipments.
Our approach eliminates the need for direct warehousing and inventory storage,
which minimizes holding costs, and risks associated with excess inventory or product
obsolescence, and enhances overall efficiency.
Order allocation
When we receive purchase orders or forecasts for purchase orders from our
customers, we allocate orders among co-packing partners based on several factors,
including:
• the packaging specifications of our products ordered by the customer, as some
of our co-packers are not able to provide and produce our full range of
packaging materials. For instance, if our customer’s purchase order is in
respect of Tetra Pak packaged products, we would necessarily have to
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delegate such purchase order to our co-packer(s) with the ability to produce
Tetra Pak packaged products;
• the available production capacity of our co-packers, taking into account (i)
any existing purchase orders from us which such co-packer may be already
processing at such time, as well as (ii) our ability to fulfill the MOQ (if
applicable) imposed by such co-packer;
• the transportation and storage costs for our products charged to us by such
co-packers; and
• the co-packing fees charged by each co-packer for such purchase order,
including any bulk discounts or rebates which may be offered by such
co-packer.
Quality control
We believe that our brands are built on our reputation and track record of providing
quality food and beverage products and therefore quality assurance is a key area of our
focus.
For purposes of ensuring strict quality control, we have developed a set of detailed
assessment criteria and scoring system applied by our quality assurance team for the
purposes of conducting an annual audit on our co-packer suppliers to ensure that they
meet our required quality standards. Such assessment criteria cover various aspects,
including:
• production site hygiene standards and general cleanliness of premises,
lighting and ventilation;
• production site security system, and access protocol for food security and
hygiene purposes;
• product flow and segregation, such as whether there are effective procedures
in place to minimize the risk of contamination of raw materials,
semi-processed products, packaging and finished products with particular
consideration given to risks of microbiological and allergen
cross-contamination;
• maintenance of sufficient working space and storage capacity on the premises
to enable all operations to be carried out properly under safe hygienic
conditions;
• traceability of products during transportation, and suitability and cleanliness
of vehicles deployed for transportation of such products;
• whether staff and procedures comply with industry-recognized standards
such as GMP and HACCP; and
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• whether there are procedures in place for product traceability in the event of
product recalls.
We have complied a “Approved Vendor List” which lists such suppliers we have
verified to have reasonably satisfied our assessment criteria. A new supplier evaluation
form has to be completed and proper evaluation is conducted based on established
assessment criteria before a new supplier can be added to the “Approved Vendor List”. We
will generally only purchase products from suppliers listed on our “Approved Vendor
List”. We re-evaluate the suppliers listed on our “Approved Vendor List” annually to
ensure that they continue to satisfy our assessment criteria, as well as, if applicable, taking
into account their track record with orders from us over the year. In respect of the
suppliers listed on our “Approved Vendor List”, we will conduct physical inspections of
their premises, as well as products shipped by such suppliers at their premises prior to
shipping. We will remove from the “Approved Vendor List” the suppliers which no longer
satisfy our requirements, and will cease our purchases with such suppliers. Our quality
assurance team conducts inspections on the production process and premises of the
co-packers on a monthly basis, while an audit will be performed by our quality assurance
team on an annual basis. No co-packer has failed to pass their annual audit during the
Track Record Period and up to the Latest Practicable Date.
Accordingly, we have the ability and resources to switch to alternative suppliers
within the “Approved Vendor List” within a reasonable period of time without having
material impact on our operations and financial performance as we have at least three
alternative suppliers for each type of product and the total production capacity offered by
all the alternative suppliers is currently larger than our forecasted orders. As such, we are
able to seek alternative suppliers in the event that our current co-packers are unable to
meet our production demand. Further, the alternative suppliers have readily available
facilities and bottle molds for our products to commence immediate production on our
request. An annual review of the “Approved Vendor List” is conducted by our
procurement supervisor, approved by procurement manager and subsequently by our
Chief Commercial Officer and our Executive Officer.
As of the Latest Practicable Date, we had two general collectors, 17 local collectors
and 32 farmers on our “Approved Vendor List.” Our co-packers are required to procure
coconut water from them. Additionally, as of the Latest Practicable Date, we had two
suppliers for raw ingredients and six suppliers for packaging materials on our “Approved
Vendor List.” Our co-packers are required to procure the relevant raw ingredients and
packaging materials from these approved suppliers. There had not been any removal of
supplier from our “Approved Vendor List” during the Track Record Period and up to the
Latest Practicable Date.
We implement batch-level quality control by requiring samples from every
production batch, which are tested by us before shipment to our customers. There had not
been any product return or recall, or any material defect or quality issue during the Track
Record Period and up to the Latest Practicable Date.
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Inventory management
Our inventory consists of goods-in-transit to our customers before delivery of the
orders to their designated ports. We purchase inventory from our co-packers on an
as-needed basis based on the purchase orders we receive from our customers, and we
arrange for such products to be shipped from our suppliers to our respective customers
based on the customers’ purchase orders. See “— Co-packing — Order fulfillment” for
further details.
As a result of our inventory management approach, as of December 31, 2023 and
2024, we had inventories of US$0.4 million and US$1.0 million. In 2023 and 2024, our
inventory turnover days were two days and three days.
Major suppliers
Our major suppliers are co-packers. We have established and maintained stable and
long-term relationships with our major suppliers to ensure the stability of supplies. In
2022, the International Business engaged six co-packers. In 2023 and 2024, we engaged 10
and 12 co-packers, respectively. The six co-packers engaged by the International Business
in 2022 were also engaged by us in 2023 and 2024.
In 2023 (period from December 8, 2022 to December 31, 2023) and 2024, purchases
from our five largest suppliers amounted to US$53 million and US$97 million, accounting
for 92.3% and 96.9% of our total purchases in the respective periods. Other cost allocation
to the International Business could not be accurately and reliably conducted in 2022.
During the Track Record Period, to the best knowledge of our Directors, other than
General Beverage, none of our Directors, their associates or any of our current
Shareholders (who, to the knowledge of our Directors, own more than 5% of our share
capital) had any interest in our five largest suppliers in any period during the Track
Record Period that are required to be disclosed under the Listing Rules.
The Directors are of the view that the Group is not unduly reliant on its top five
co-packers, based on several key considerations. The Group has established long-term
and stable relationships with its co-packers, which have been further reinforced by the
Group’s increasing purchase volumes. The Group retains full ownership over its
proprietary formulas and recipes and controls standard operating procedures, which are
critical to the production of its product offerings. The Directors consider the Group’s
brand equity and product development capabilities to be of greater strategic importance
than the ownership of manufacturing facilities.
In addition, the Directors believe that the operational impact of switching to
alternative co-packers is not significant. The Group has access to a broad pool of qualified
co-packers in Thailand and is actively developing additional co-packing partners to
further enhance its production flexibility and fulfilment capabilities.
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This view is supported by CIC, which notes that it is not uncommon for food and
beverage companies to outsource manufacturing operations. Given the Group’s control
over key intellectual property and the availability of capable co-packers in the market,
CIC is of the view that such arrangements do not give rise to undue reliance.
For the period from December 8, 2022 to December 31, 2023
Supplier Place
Services
Provided
Transaction
amount
Percentage
of purchase
amount
Years of
business
relationship
(1) Background
(in US$
thousands)
Supplier A Thailand Co-packing
service
18,351 32.0 Since 2020 Co-packer, providing beverage
manufacturing and packing
services, and it is a subsidiary of
a Japan listed company
specializing in packaging,
steel-plate processing and
machinery
General
Beverage
Thailand Co-packing
service
12,378 21.6 Not applicable A manufacturer and distributor of
food and beverage products
in Thailand and also one of our
Controlling Shareholders
Supplier B Thailand Co-packing
service
12,030 21.0 Since 2022 Co-packer, providing beverage
manufacturing and packing
services, and it is listed
in Thailand, producing
coconut-based products such as
coconut milk and snacks
Supplier C Thailand Co-packing
service
5,128 8.9 Since 2023 Co-packer, providing beverage
manufacturing and packing
services, and it is listed in
Thailand, manufacturing and
distributing canned fruits and
pasteurized fruit juices
Supplier D Thailand Co-packing
service
5,045 8.8 Since 2021 Co-packer, providing beverage
manufacturing and packing
services, and it is a subsidiary of
a Taiwan listed company
producing dairy products,
beverages, snack foods and
instant noodles
Note:
(1) Years of business relationships include relationships under General Beverage.
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For the year ended December 31, 2024
Supplier Place
Services
Provided
Transaction
amount
Percentage
of purchase
amount
Years of
business
relationship
(1) Background
(in US$
thousands)
Supplier A Thailand Co-packing
service
33,216 33.0 Since 2020 Co-packer, providing beverage
manufacturing and packing
services, and it is a subsidiary of
a Japan listed company
specializing in packaging,
steel-plate processing and
machinery
Supplier B Thailand Co-packing
service
21,896 21.8 Since 2022 Co-packer, providing beverage
manufacturing and packing
services, and it is listed in
Thailand, producing
coconut-based products such as
coconut milk and snacks
General
Beverage
Thailand Co-packing
service
18,073 18.0 Not
applicable
A manufacturer and distributor of
food and beverage products in
Thailand and also one of our
Controlling Shareholders
Supplier C Thailand Co-packing
service
15,576 15.5 Since 2023 Co-packer, providing beverage
manufacturing and packing
services, and it is listed in
Thailand, manufacturing and
distributing canned fruits and
pasteurized fruit juices
Supplier D Thailand Co-packing
service
8,611 8.6 Since 2021 Co-packer, providing beverage
manufacturing and packing
services, and it is a subsidiary of
a Taiwan listed company
producing dairy products,
beverages, snack foods and
instant noodles
Note:
(1) Years of business relationships include relationships under General Beverage.
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SEASONALITY
Our sales are influenced by seasonal shopping patterns, with orders increasing in
the lead-up to hot summer months and festive seasons, such as Chinese New Year, as our
distributors stock up in preparation for higher consumer demand. See “Risk Factors —
Risks Relating to Our Business and Our Industry — Our sales may be influenced by
seasonality” for risks associated with the seasonality of our sales.
INFORMATION TECHNOLOGY AND CYBERSECURITY
We rely on our IT systems and cloud services to support our daily operations,
including workflow management, internal communications and business transactions.
Pursuant to the management services agreements between IFB Singapore and General
Beverage and IFB Thailand and General Beverage, respectively, General Beverage
provided IT support and services to us during the Track Record Period. Starting in 2024,
pursuant to the revised management service agreements, we have only sought
information technical support and assistance from General Beverage, and independently
engaged internet and cloud service providers.
Our operations have not involved any cross-border data transfer and we do not
collect personal data. We collect and store business data, management data and
transaction data generated during or in connection with our business operations,
including data related to our business and transactions with our customers, suppliers and
other relevant parties. We do not collect or process individual customers’ personal
information since our customers are distributors rather than individual consumers. We
have implemented security measures tailored to our operations to protect commercially
sensitive information and operational data. These include role-based access controls,
firewalls, network monitoring, data encryption, and regular system checks. Our IT
infrastructure is routinely maintained, and staff are routinely trained on data security
protocols to ensure ongoing compliance with applicable regulations and internal policies.
During the Track Record Period and up to the Latest Practicable Date, we have not
had incidents of data leakage and security breaches and have been in compliance with
relevant data and privacy protection laws and regulations.
COMPETITION
We operate in a competitive sector and compete on various factors, such as price,
quality of products and accessibility of products for purchase. We face competition from
existing competitors and new entrants. In particular, our if and Innococo brands compete
with a variety of international and regional brands in the coconut water-related beverage
category. Despite the competition, our brands have demonstrated strong market
performance and possess distinctive competitive advantages.
In mainland China, our largest market, if and Innococo were the top two brands by
retail sales value in the coconut water-related beverage category in 2024, with market
shares of 27.9% and 6.0%, respectively. Combined, these two brands held a market share
more than seven times that of the third largest brand. Furthermore, if and Innococo
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recorded the highest year-over-year growth rates in terms of retail sales value among the
top five brands in this category in 2024.
In Hong Kong, our second largest market, the if brand maintained a dominant
position, accounting for 58.8% of the market share by retail sales value in 2024. The if
brand’s market share was more than ten times that of the second largest brand in the
market, and it also recorded the highest year-over-year growth rate in terms of retail sales
among the top five brands in this category in 2024.
At the global level, the if brand ranked as the second largest coconut water-related
beverage brand by retail sales value in 2024, with a market share of 6.6%. Although
Innococo brand was launched only in 2022, in 2024 it ranked as the second largest brand in
the coconut water-related beverage market by retails sales value in mainland China.
The if brand benefits from several competitive advantages, including: (i) the leading
market position in both mainland China and Hong Kong; (ii) a faster growth rate,
outperforming peers in its major markets; (iii) a strong brand image of Thai-rooted natural
coconut water, (iv) Thai flavor-focused product development capabilities, (v) an
asset-light business model with scalability, and (vi) multifaceted marketing strategy that
emphasizes its Thai roots and natural health benefits.
The Innococo brand also possesses competitive strengths, particularly in mainland
China, including: (i) a leading position in the coconut water-related beverage category; (ii)
a high growth rate, outperforming peers in the market; (iii) a strong brand image
positioned as a healthier alternative to conventional sports and functional drinks, (iv)
robust product development capabilities and concepts focusing on health and functions,
(v) an asset-light business model with scalability, and (vi) a distinctive marketing strategy
which amplifies its healthy alternative functional beverages positioning.
The coconut water-related beverage market is often faced with certain key
challenges, including (i) the capability of product quality control in the whole supply
chain, (ii) continuous marketing investment to increase brand exposure and brand
recognition, (iii) supply of raw material especially high quality coconut; and (iv) potential
competition from alternative health beverages. We face competition from other brands in
the procurement of coconut materials and other raw materials, and such competition may
intensify as consumer demand increases. As we continue to scale our business, we may
encounter challenges in maintaining consistent product quality, as well as sustaining and
enhancing our brand exposure and recognition. Some of our competitors may have a
larger customer base, a broader product portfolio, stronger financial resources, more
advanced research and development capabilities, greater brand recognition, and more
extensive marketing, distribution, and fulfillment infrastructures. These advantages may
enable them to expand their market share more effectively than we can. For further details
of our competitive landscape and major competitors, see “Industry Overview —
Competitive Landscape” for further details.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
Overview
We are committed to integrating sustainable development, corporate social
responsibility, and robust governance practices into our business operations.
Environmental, Social and Governance (ESG) principles are fundamental to our long-term
success, strengthening our reputation, and fostering trust among our stakeholders. Our
management has identified material topics that align with our focus on being “fully
charged with high benefits for tasty and safe consumption”. These areas include
Governance, Business Ethics, Responsible Marketing, Environmental Impact
Management, Diversity, Talent Attraction and Development, Product Quality and Safety,
Fulfillment Process Management, and Community Initiatives. Through these priorities,
we strive to enhance operational resilience, minimize environmental impact, and create
positive social outcomes.
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Governance
We have established a structured ESG management framework that defines clear
roles and responsibilities across our Group to strengthen oversight and execution. Our
Board of Directors, with their diverse backgrounds and relevant expertise, ensures
effective, professional and independent operations. They oversee the Group’s specific
ESG risks and opportunities, including supply chain, technology and climate. Moreover,
Our Board of Directors is comprised of five female directors, representing 62.5% of our
Board, further highlighting our commitment to diversity and inclusion.
The Group will establish a two-tier ESG governance framework, comprising the
Board of Directors and an ESG working group upon listing to manage its ESG risks and
opportunities. The ESG working group also reviews ESG initiatives, risk management,
and implementation efforts, regularly reports to the Board of Directors.
Upon listing, we will establish a comprehensive set of policies in accordance with
Appendix 2 of the Listing Rules, focusing on risk governance. Our plan includes
allocating additional resources and strengthen oversight to improve our ESG strategies,
risk management, and reporting transparency. Furthermore, we will implement regular
compliance training for employees to ensure adherence to these policies and practices.
During the Track Record Period and up to the Latest Practicable Date, we did not
encounter any significant ESG-related risks or issues.
Governance practices
Business ethics
Our commitment to business ethics is outlined in a series of internal regulations that
provide guidelines for legal compliance and promote honest and ethical behavior. This
includes the Code of Conduct, Anti-corruption policy and Whistleblowing policy.
Code of Conduct: All employees are required to adhere to the highest standards of
integrity and professionalism, promoting a culture of respect and accountability in all
interactions. This includes compliance with applicable laws and regulations, commitment
to fair business practices, and fostering an inclusive environment. Any violations of this
Code of Conduct that undermine the organization’s values will result in disciplinary
action, which may include termination of employment for serious infractions.
Anti-corruption policy: All employees are mandated to provide written
commitment to upholding ethical practices, strictly prohibiting commercial bribery,
solicitation of bribes or any other improper business conduct throughout the phases of
contract negotiation, signing and performance. To further enhance measures, new and
existing employees receive anti-bribery and anti-corruption training.
Whistleblowing policy: All employees are mandated and external third parties are
encouraged to report any potential corruption practices. Confidentiality is strictly
maintained by all individuals involved in reporting and investigation, ensuring the
protection of the whistleblower. Any discrimination, retaliation or harassment against
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whistleblowers who report in good faith is strictly prohibited. Violations of this policy
will result in disciplinary action, including potential termination of employment in
serious cases.
To promote integrity and awareness regarding business ethics, all employees,
including full-time and temporary staff, receive training on the code of conduct and
anti-corruption during orientation, which is a mandatory component of the onboarding
process. Our commitment to ethical business practices is reflected in the thorough
approach of the internal audit department. They create an annual audit plan centered on
business ethics and provide reports to our board and senior management regularly.
During the Track Record Period and up to the Latest Practicable Date, no relevant cases of
non-compliance were reported.
Responsible marketing
Our commitment to responsible marketing is essential for cultivating customer
relationships and fostering sustainable business growth. To uphold ethical standards, we
have established internal controls, guidelines, and policies that govern our marketing
strategies. This includes transparent and traceable product labelling, as well as the ethical
use of terms in our marketing materials.
We incorporate clearly defined nutrition criteria on our product labels, aligned with
our internal nutrition standards used to assess the nutritional quality of our prepackaged
products. This approach supports transparency and promotes responsible marketing
practices.
Moreover, we have been crafting and launching creative and diverse marketing
campaigns that resonate well with our consumer base, while ensuring product quality and
integrity.
Environment
Environmental impact management
We actively monitor regulatory developments, assess compliance risks, and adapt
our practices to align with evolving environmental requirements. While we do not plant
coconuts, own manufacturing facilities or build production capacity, our business is
deeply tied to farming. We acknowledge the close relationship between our operations
and climate change. We have undertaken a preliminary assessment of general physical
risks, such as climate-related impacts (e.g., extreme weather events disrupting harvests),
and resource scarcity (e.g., water scarcity in coconut-growing regions), along with
transition risks, such as regulatory changes (e.g., shifts in single-use packaging
regulations) and evolving customer preferences. This assessment is integrated into our
existing risk management framework and will continue to develop.
Upon listing, we will embark on a comprehensive process to identify, assess,
prioritize, and manage risks and opportunities across short-, medium-, and long-term
horizons. This will enable us to set corresponding targets and mitigation measures,
ensuring that our business remains resilient and sustainable in the face of climate-related
challenges.
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Our environmental management framework focuses on reducing environmental
impact, improving resource efficiency, and lowering carbon emissions throughout our
fulfillment process. Our suppliers are contractually obligated to ensure that all raw
materials and components comply with essential health, safety, quality, and
environmental standards. Since we do not operate direct production facilities, we are not
exposed to any significant environmental hazards or health and safety risks. There are no
material environmental compliance costs incurred for our operations.
We have implemented measures to minimize the carbon footprint our business may
have, including the following:
• Promoting low-carbon commuting and business travel
• Upgrading office equipment and facilities to energy-efficient models and
utilizing smart technology to optimize energy consumption
The classification of our greenhouse gas (GHG) emissions have been determined
based on our understanding of GHG Protocol published by the World Resources Institute
and the World Business Council for Sustainable Development and the 2006 the
Intergovernmental Panel on Climate Change (IPCC) Guidelines for National GHG
Inventories issued by IPCC. The table below sets forth our GHG emissions for 2024.
Aspects Units
2024
Performance
Greenhouse Gas Emissions
Direct GHG emissions (Scope 1) We do not engage in Scope 1 GHG emissions
due to the absence of production activities,
resulting in no direct emissions from our
business operations.
Indirect GHG emissions (Scope 2) kg of CO
2 equivalent
(kgCO 2e)
9,657.00
Indirect GHG emissions (Scope 3) We will disclose relevant Scope 3 emissions data
in the 2025 Annual Report.
As we have adopted an asset-light business model, we partner with co-packers for
manufacturing, third-party logistics providers for transportation and third-party
distributors for sales and distribution. We do not operate any factory or logistics network
and thus our electricity consumption is primarily limited to our office space. Furthermore,
waste water discharge is not material to our operations. Looking ahead, with the ongoing
expansion of our business, we anticipate an increase in energy consumption attributed to
potential office space expansion. To promote energy efficiency across our operations, we
have implemented the following initiatives:
• Switching off non-essential lights in our office spaces
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• Engaging with our property management to install energy-saving lighting
system in our office spaces
• Engaging with our third-party logistics providers to optimize the delivery
routes for transportation vehicles to minimize total travel distance, thereby
reducing energy consumption
Aspects Units
2024
Performance
Energy Consumption
Electricity kWh 24,203
We are committed to eco-friendly practices that promote recycling and waste
management. We strictly adhere to national regulations to reduce plastic pollution and
foster a circular economy. Our production processes do not generate significant hazardous
waste, nor do they produce organic exhaust gases or smoke. Non-hazardous waste is
managed by the property management in accordance with regulations.
Furthermore, in 2023, as part of our sustainability policy, we have donated 1,000
kilograms of PET plastic bottles to be repurposed into safety attire for personnel in the
cleaning industry in Thailand, in a collaborative project with the Department of
Environment of Bangkok Metropolitan Administration. The donation was made as part of
the “Bangkok Magic Hands”. This collaborative project involved the integration of efforts
from various partners in the environmental sector, including Less Plastic Thailand and
Thai Environmental Institute.
We are currently in the early stages of evaluating our environmental impact and in
the process of establishing targets of ESG topics which are material to us which we intend
to implement upon listing to align with our growth while effectively managing ESG risks.
Sustainable packaging
We have established sustainable packaging practices such as the implementation of
policies focused on sustainable packaging. We have implemented aseptic technology for
our PET applications, enabling us to significantly reduce plastic usage compared to
traditional hot-fill methods, which require thicker plastic bottles. With aseptic technology
adopted by co-packers, we require only 19 grams of plastic, which is 50% less than what is
needed for conventional hot-fill processes. Additionally, we have adopted the Tetra Pak
processing solution for our products, specifically designed for items with a volume of 1
liter. Tetra Pak is composed of paperboard, plastic and aluminum and requires additional
steps for recycling. We plan to educate the public on the necessary steps taken to recycle
the Tetra Pak packaging of our products through our media platforms. We do not track the
level of usage of plastics and packaging materials, and the level of usage will be
dependent on growth. Our continuous efforts in developing alternative packaging
solutions and investing in R&D activities for recycling plastics to produce containers and
degradable plastics align with our commitment to drive sustainable practices across our
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supply chain. Although we do not engage in direct manufacturing, we collaborate closely
with our upstream suppliers to implement ethical measures. We are not aware of any
non-compliance with pollution related laws and regulations. We acknowledge the
relevance of plastic pollution-related regulations and are committed to further conducting
a comprehensive review of our engaged co-packers and logistics providers’ compliance to
specify relevant regulations.
Social
Diversity, Talent attraction and development
We are committed to equal employment opportunities and an inclusive workplace,
ensuring fair treatment in hiring, compensation, and career development regardless of
gender, age, race, or background. We have adopted various policies and measures to
support employee equality and inclusion. For example, our hiring process focuses on
assessing candidates based on their qualifications, knowledge and experience relevant to
the position, without prejudice or discrimination.
As part of our ongoing objective, we are committed to recruiting top technology
talents by offering competitive wages and benefits to both attract and retain highly skilled
employees.
Recognizing the significance of employee growth in our long-term development, we
have provided a diverse array of training opportunities tailored to assist employees in
developing their personal skills aligned with their respective career stages, including
orientation programme and continuous on-the-job training. We actively encourage young
employees to assume leadership position. We have also provided several ESG-related
training sessions for employees in various departments. These training sessions not only
enhanced their skills but also fostered communication and collaboration between
departments. At the end of each year, we evaluate our employees’ performance to offer
feedback and guidance. Subsequently, we offer promotion and further training
development based on their performance.
Aspects Units
2024
Performance
Number of Employees
Thailand Office Person 43
Singapore Office Person 3
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Fulfillment process management
We actively engage with key stakeholders, including employees, coconut farmers,
collectors, co-packers, and our distributors, to improve our practices and address relevant
concerns. We exclusively source raw materials from suppliers who have successfully
satisfied our rigorous supplier evaluation criteria. Our procurement practices involve
thorough evaluations of prospective suppliers, assessing their business practices, product
quality, reputation, and capacity to meet our quality standards. Before we qualify any
co-packing partner, collector, or farmer, we conduct a rigorous due diligence process to
ensure full compliance with our ethical production standards. These standards encompass
a strict prohibition of unethical practices such as monkey harvesting, and extend to core
areas including animal welfare, occupational health and safety, and fair labor practices.
Emphasising our commitment to environmental sustainability as a primary consideration
in our supplier selection, we aim to support our coconut farmers in increasing their
annual yield, reducing waste and growing sustainably. Our business benefits from the
communities where we source our coconuts. Furthermore, we actively engage our
suppliers to improve their environmental practices by providing supplier training. In
collaboration with collectors, we establish regular training and education sessions to
enhance their knowledge and skills on improving their quality standards and adopting
advanced techniques for extracting, separating, and preserving coconut water, which
ensures raw materials meet our specifications. This allows for the sharing of expertise and
sustainable growth within our value chain. We regularly assess our suppliers with respect
to the quality and consistency of the raw materials supplied. We conducted due diligence
on all our suppliers in 2024 to ensure that they adhere to ethical and sustainable practices
in accordance with our procurement policy, such as fair labor conditions and
environmentally responsible sourcing methods.
Aspects Units
2024
Performance
Geographical Region
Thailand Number of Suppliers 12 (100%)
Product quality and safety
We place emphasis on monitoring and enhancing the quality and safety of our
products. We have established a quality control product procedure to mitigate risks
associated with product quality and safety, covering finished products, production
facilities, non-conforming products and customer complaints process. Moreover, we have
formed a dedicated task force focused on green production, evaluating environmental
practices as part of the performance assessment for the relevant business departments. In
the event of a product recall due to non-compliance, we have a product recall procedure in
place to implement corrective actions.
Our co-packers and distributors have obtained the certifications such as ISO
14001:2015 — Environmental management systems.
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Community outreach
We actively engage with stakeholders in our communities, striving to raise public
awareness and promote various social issues. In 2023, we collaborated with the United
Nations Population Fund to meet with the ethnic communities in Chiang Khong District,
Chiang Rai Province, Thailand to break the barriers on gender-based violence, gender
inequality, unplanned pregnancy and other economic barriers. In 2024, we partnered with
Rende Foundation for an international women’s day charity project called “One Heart,
One if”, where we assisted eight young Chinese girls with congenital heart disease,
positively impacting their lives. Moreover, on Women’s Day 2024, we also rolled out a
limited edition flavor and if love bear stuffed toys to raise awareness. Each bear represents
a successful woman, delivering hope to young women and providing support to help
them overcome obstacles in life.
INTELLECTUAL PROPERTIES
As of December 31, 2024, we had registered 16 trademarks and one domain name.
See “Appendix VI — Statutory and General Information — Further Information about the
Business — Intellectual Property.” As of December 31, 2024, we use the following
trademarks (collective; the “ Brand Trademarks ”), which are material to our business.
Trademark Class
Country of
registration
Trademark
number/
Registration
number Registered owner
Duration of right
(including expiry
date)
29, 30, 32 Singapore 40202303710R IFB Singapore 20 February 2023 to
20 February 2033
32 Australia 1653605 IFB Singapore 21 October 2014 to
21 October 2034
32 Hong Kong
SAR
303224547 IFB Singapore 4 December 2014 to
3 December 2034
32 Canada TMA1048676 IFB Singapore 26 August 2015 to
13 August 2029
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Trademark Class
Country of
registration
Trademark
number/
Registration
number Registered owner
Duration of right
(including expiry
date)
32 USA 5120492 IFB Singapore 31 August 2015 to
10 January 2027
30 PRC 47992426 IFB Singapore 10 July 2020 to
27 July 2031
29 PRC 47983396 IFB Singapore 10 July 2020 to
6 March 2031
30 PRC 42245854 IFB Singapore 11 November 2019 to
13 October 2030
30 PRC 52759565 IFB Singapore 6 January 2021 to
13 June 2032
30 PRC 48537992 IFB Singapore 30 July 2020 to
13 April 2032
32 PRC 18816320 IFB Singapore 7 January 2016 to
13 February 2027
32 PRC 27012477 IFB Singapore 23 October 2017 to
20 January 2029
32 Thailand Kor402498 IFB Singapore 26 April 2013 to
25 April 2033
32 Thailand Kor417535 IFB Singapore 16 May 2014 to
15 May 2024
32 Thailand 181103335 IFB Singapore 30 June 2016 to
29 June 2026
Save as disclosed above, we do not own or use any trademark, patent or other
intellectual property, or grant any other license for use of such intellectual property to any
third party which is material to our business. We do not foresee difficulties in renewing
the Brand Trademarks that are expiring in the next 12 months.
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We have established comprehensive internal and external control measures to
monitor and mitigate the risk of leakage, divulgence, or infringement of our intellectual
property rights:
• Non-Disclosure Agreements (“ NDAs”): NDAs are executed not only with
relevant employees and internal personnel but also with external parties,
including co-packers, to ensure the confidentiality of proprietary information.
• Access Restriction: Access to key proprietary recipes, formulas, and trade
secrets is strictly limited to a small group of authorized personnel on a
need-to-know basis, enhancing confidentiality and reducing exposure risk.
Relevant personnel who previously had access to such information at General
Beverage have since been transitioned to our Group.
• Trademark Protection: We have registered trademarks in relevant
jurisdictions to secure legal ownership and facilitate enforcement of our
rights.
• Enforcement Measures: We actively monitor for potential infringement and
are prepared to initiate legal proceedings against any unauthorized use of our
trademarks or other intellectual property.
These measures collectively serve to safeguard our intellectual property and ensure
that our proprietary assets remain secure across all operational touchpoints.
Given the popularity of our brand, there have been infringements on our
intellectual property from time to time during the Track Record Period, and we have and
will be closely monitoring such situations on an ongoing basis. However, during the Track
Record Period, we did not experience any material infringement of our intellectual
property rights. During the Track Record Period, we have not infringed against other third
party’s intellectual property rights.
PROPERTIES
As of December 31, 2024, we operated our business through one office in Thailand
leased by IFB Thailand with a gross floor area of approximately 356 square meters and one
office in Singapore licensed by IFB Singapore. The Singapore office is a designated office
workspace within a co-working space concept. Pursuant to the service agreement entered
into in relation to these premises, IFB Singapore is granted a right to access and share the
use of certain common shared spaces and facilities. None of our lessors may unilaterally
terminate the respective leases without cause. Our Directors are of the view that any
unilateral termination by any lessor is unlikely to have a material impact on our business
or operations as we believe that we will be able to secure leases for alternative premises in
such event. As at the Latest Practicable Date, our Directors are not aware of any existing
breach of any of the terms and conditions of, or any obligations under the
abovementioned lease agreements that would result in the termination by the lessors.
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As of December 31, 2024, we had no single property with a carrying amount of 15%
or more of our total assets, and on this basis, we are not required by Rule 5.01A of the
Listing Rules to include any valuation report in this prospectus. Pursuant to section 6(2) of
the Companies Ordinance (Exemption of Companies and Prospectuses from Compliance
with Provisions) Notice, this prospectus is exempted from compliance with the
requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, which requires a
valuation report with respect to all of our interests in land or buildings.
EMPLOYEES
As of December 31, 2024, we had 46 full-time employees, and all of our employees
were located in Thailand and Singapore and two temporary employees, both were located
in Thailand. The following table sets forth a breakdown of our full-time employees by
function and location as of December 31, 2024.
As of December 31, 2024
Number %
Singapore
Finance, HR and administration 3 6.6
Thailand
Sales and marketing 20 43.5
Research and development 5 10.9
Fulfillment 6 13.0
Finance, HR and administration 12 26.1
Total 46 100.0
None of our employees are unionized. The relationship between the management
and employees have been good and are expected to continue and remain as such in the
future. During the Track Record Period and up to the Latest Practicable Date, we did not
experience any incidence of work stoppages or labor disputes which affected our
operations.
We provide our employees with certain benefits including social insurance coverage
and retirement benefits. We enter into individual employment contracts with our
employees to cover matters such as wages, employee benefits, confidentiality and
grounds for termination. We evaluate the performance of our employees based on specific
criteria that are tailored according to each employee’s job.
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We also believe that our employees are our most valuable asset as they contribute to
our continuing success and viability. We place emphasis on training our employees to
equip them with the requisite skills and knowledge to be able to perform according to
their scope of work at an optimal level. We provide both internal and external training
opportunities to enhance the skill sets of our employees and cultivate their potential for
career advancement. We aim to equip our employees with the necessary competencies for
them to execute their present responsibilities effectively while also developing them for
future growth.
We use various methods for our recruitment, including online recruitment, job fairs
and internal recommendation, to satisfy our demand for different types of talents. As of
December 31, 2024, we have not hired any employee through an employment agent.
INSURANCE
As at the Latest Practicable Date, we maintain standard insurance policy for office
insurance and a group health insurance policy for our employees. We review our
insurance policies annually to assess the adequacy and breadth of coverage. We believe
that our existing insurance coverage is adequate for our business operations and is in line
with industry standards. We will obtain the necessary additional coverage for our
business operations, properties and assets when such need arises. Nevertheless, we may
be exposed to claims and liabilities which exceed our insurance coverage. See “Risk
Factors — Risks Relating to Our Business and Our Industry — Our insurance coverage
may be insufficient to cover our potential liabilities or losses” for details.
During the Track Record Period, we had not made, and were not the subject of, any
insurance claims which were material to our business or financial condition.
RISK MANAGEMENT AND INTERNAL CONTROL
Our future operating performance may be affected by risks relating to our business.
Some of these risks are specific to us while others relate to economic conditions and the
general industry in which we operate. See “Risk Factors — Risks Relating to Our Business
and Our Industry” for a discussion of these risks.
The Board of Directors and our management team are responsible for establishing
and maintaining adequate risk management and internal control systems. Risk
management is the process designed to identify potential events that may affect us and to
manage risks to be within our risk appetite. Internal control is the process designed to
provide reasonable assurance regarding achievement of objectives related to effectiveness
and efficiency of operations, reliability of financial reporting and compliance with
applicable laws and regulations.
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Based on our risk management and internal controls systems established and
maintained by our Board of Directors, work performed by internal and external auditors
and reviews performed by various board committees, our Board, with the concurrence of
our Audit Committee, is of the opinion that our internal controls and risk management
systems, including financial, operational, compliance and information technology
controls, are adequate and effective as at the date of this Prospectus to address financial,
operational, compliance and information technology risks, which we consider relevant
and material to its operations. For example, although we have not engaged in any hedging
activities, the unhedged exposure is reviewed and monitored closely on an ongoing basis
and our management will consider hedging any exposure where appropriate. This
includes maintaining an adequately-staffed finance team headed by our CFO, who will be
collectively responsible for ensuring compliance with such requirements post-Listing.
LICENSES, PERMITS AND APPROVALS
As at the Latest Practicable Date, our Directors confirm that, to the best of their
knowledge, there are no material licenses, permits, registrations and/or approvals which
are required for our current operations.
AWARDS AND RECOGNITION
The following table sets out a summary of the major awards and recognitions we
have received.
Name of award
Awarding
organization Year of award Awarded to
Superbrand Thailand
Status
Thailand Superbrands
Council
2024 if brand
Superior Taste Award International Taste
Institute
2024 if 100% coconut
water; if coconut
water with black
tea
Superior Taste Award International Taste
Institute
2023
(1) if Namhom coconut
water
Grand Gold Quality
Award
Monde Selection
International
Quality Institute
2023
(1) if 100% coconut
water
SIAL Innovation Award
(Silver)
SIAL S.A. 2022 (1) if coconut coffee
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Name of award
Awarding
organization Year of award Awarded to
Superior Taste Award International Taste
Institute
2022 (1) if sparkling
coconut water
Superior Taste Award International Taste
Institute
2020 (1) if coconut tablet
original flavored
Great Taste Award Anti Additive
Association
2019 (1) if local sensation
100% coconut
water
Superior Taste Award International Taste
Institute
2018
(1) if local sensation
100% coconut
water
Asian Export Award —
Large Corporate
(Juice)
Manufacturing Asia 2018
(1) if local sensation
100% coconut
water
Note:
(1) General Beverage was the proprietor of our brands at the time such awards were obtained.
LEGAL PROCEEDINGS AND NON-COMPLIANCE
We may from time to time become a party to various legal, arbitral or administrative
proceedings arising in the ordinary course of our business. Since 2022 and up to the Latest
Practicable Date, neither International Business nor us has been exposed to litigation,
arbitration or administrative proceedings. As of the Latest Practicable Date, there were no
litigation, arbitration or administrative proceedings pending or threatened against us or
any of our Directors which could have a material and adverse effect on our financial
condition or results of operations.
Since 2022 and up to the Latest Practicable Date, there were no material breaches or
violations of laws or regulations applicable to the International Business or us which are
expected to have a material adverse effect on our business, financial condition or results of
operations.
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OVERVIEW
As at the Latest Practicable Date, Mr. Pongsakorn Pongsak directly and indirectly
held approximately 77.64% of the total issued Shares, comprising (i) direct interest of
approximately 6.53%, and (ii) 71.11% indirect interest held through General Beverage, a
company controlled by Mr. Pongsakorn Pongsak.
Immediately following the completion of the Global Offering (assuming no Shares
are issued pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme),
General Beverage will hold approximately 60.00% of the issued Shares and Mr.
Pongsakorn Pongsak will, directly and indirectly, hold approximately 65.51% of the
issued Shares in total (including approximately 5.51% direct interest). Accordingly,
General Beverage and Mr. Pongsakorn Pongsak will constitute the Controlling
Shareholders under the Listing Rules.
DELINEATION OF BUSINESS
We are a ready-to-consume beverage and food company rooted in Thailand.
Historically, General Beverage directly operated three core business lines: (i)
manufacturing and domestic sales of food and beverages under if and VITADAY brands
within Thailand; (ii) the International Business; and (iii) manufacturing services for third
party brands. The Group was established under General Beverage’s initiative of
segregating the International Business from the other two business lines through the
Business Restructuring in December 2022, with a view of streamlining operations and
enabling a focused approach. After the Business Restructuring, the Group has been
operating if and Innococo brands in the global markets as a standalone organization, while
General Beverage continues to operate its retained businesses. See “History,
Reorganisation and Corporate Structure — Establishment and Development of the Group
— 2. Business Restructuring.”
While both operating in the general industry of food and beverage, there is clear
delineation between the business of General Beverage and the Group, details of which are
set out below:
General Beverage The Group
Principal business (a) Manufacturing and
sales of food and
beverages under the
brands of if (as licensed
by the Group) and
VITADAY (self-owned
by General Beverage)
within Thailand; and
Development, marketing and
international distribution
of food and beverages, in
particular under the if and
Innococo brands
(b) manufacturing services
for third-party brands
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General Beverage The Group
Brands Self-owned: VITADAY Self-owned: if and Innococo
Licensed: if and Innococo (in
Thailand)
Product focus and
geographical
operation
(a) Licensed products
under if and Innococo
on a non-exclusive
basis within Thailand
pursuant to the IFB
Trademarks Licence
Agreement
Products under if and
Innococo brands
internationally, and the
Group did not sell its
products in Thailand
(b) Products under
VITADAY,a
self-owned brand of
General Beverage
selling within
Thailand, focusing on
vitamin water and
vitamin drink with
flavour
Separate management
team
Have its own management
team, which do not overlap
with those of ours
Have our own management
team which do not overlap
with those of General
Beverage. While Mr.
Pongsakorn Pongsak holds
a non-executive director
position with General
Beverage, he does not hold
any executive position nor
participate in the daily
management or operations
of General Beverage
Business model Asset-heavy model,
involving both sales and
manufacturing operations
Asset-light model, only
involving development,
marketing and distribution
activities
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For details of the biography of the Mr. Pongsakorn Pongsak, see “Directors and
Senior Management.”
RELATIONSHIP WITH GENERAL BEVERAGE
As illustrated below, during the Track Record Period, General Beverage acted as the
only general collector and supplied all of the coconut water raw ingredient for the
Group’s products both to itself as a co-packer and to independent co-packers. The Group
expects General Beverage to remain as the largest general collector in 2025.
In addition to its role as a general collector, General Beverage also served as one of
the Group’s co-packers in 2023 and 2024. Purchases from General Beverage as a co-packer
amounted to US$12.4 million in 2023 and US$18.1 million in 2024, representing 21.6% and
18.0% of our total purchase amounts in those respective years.
The Group does not expect its relationship with General Beverage will be subject to
material adverse change. General Beverage will remain as a Controlling Shareholder
following the Listing. In addition, the Group is currently a party to a multi-year
co-packing agreement with General Beverage, which has been operating effectively and is
expected to be renewed for another five years upon its expiry on December 31, 2027.
Additionally, the Group has also entered into a new five-year collaboration agreement
with General Beverage under which it serves as a general collector. See “Continued
Transactions” for additional details. These long-term contractual arrangements provide
structural stability, reinforce the mutual commitment and mitigate risks of potential
disputes between the Group and General Beverage.
See below some further details of the Group’s relationship with General Beverage.
Business Cooperations General Beverage is the Group’s only general
collector during the Track Record Period.
During the Track Record Period, General Beverage
acted as the Group’s only general collector and
supplied all of the coconut water raw ingredients for
the Group’s products, which General Beverage
sourced from local collectors and farmers the Group
selected. This reflects the supply arrangement used
by the International Business, where General
Beverage supplied all coconut water raw ingredient
for external co-packers to produce its products. See
“Business — Our Fulfillment Process.”
In June 2025, the Group entered into a collaboration
agreement with General Beverage as a general
collector. See “Connected Transactions —
Fully-Exempt Continuing Connected Transactions —
II. GB General Collector Agreement.”
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General Beverage is one of the Group’s qualified
co-packers.
General Beverage self-manufactured part of the
Group’s products before the Group was established
by segregating the International Business from
General Beverage. After the Business Restructuring,
General Beverage became one of the Group's
co-packers. In 2023 and 2024, amount of products
purchased by the Group from General Beverage
under the co-packing arrangement represents 21.6%
and 18.0% of the Group’s total procurement value
from the co-packers, respectively. See “Business —
Our Fulfillment Process” and “Connected
Transactions — Non-Exempt Continuing Connected
Transaction — IV . GB Co-Packing Agreement.”
General Beverage manufactures and distributes
products under if and Innococo within Thailand as
licensed by the Group.
See “Connected Transactions — Partially-Exempt
Continuing Connected Transaction — III. IFB
Trademarks Licence Agreement.”
General Beverage provides certain business and
management support services to the Group.
See “Connected Transactions — Fully-Exempt
Continuing Connected Transaction — I. Management
Services Framework Agreement.”
Overlapping Management Mr. Pongsakorn Pongsak concurrently acts as the
Company’s executive Director and General Beverage’s
chairman and non-executive director.
As a non-executive director of General Beverage, Mr.
Pongsakorn Pongsak does not involve in the daily
operations of General Beverage, and is mainly
responsible for providing strategic guidance of its
business development. See “— (c) Management
Independence.”
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Continuing Connected
Transactions
Fully-Exempt Continuing Connected Transactions:
Management Services Framework Agreement,
pursuant to which General Beverage shall provide
certain business and management support services to
the Group.
GB General Collector Agreement, pursuant to which
General Beverage shall collaborate with the Group as
a general collector.
Partially-Exempt Continuing Connected Transaction:
IFB Trademarks Licence Agreement, pursuant to
which General Beverage is entitled to manufacture
and distribute products under if and Innococo within
Thailand.
Non-Exempt Continuing Connected Transaction:
GB Co-Packing Agreement, pursuant to which
General Beverage shall manufacture the relevant
products in accordance with the product specification
and packaging specification specified by the Group
and sell the same to the Group in the quantity as
ordered.
See “Connected Transactions.”
Sharing of Raw Ingredient General Beverage manufactures products under if and
Innococo brands with the coconut water raw
ingredient (i) as the Group’s co-packer and (ii) for its
own domestic distribution within Thailand as
licensed by the Group. In 2023 and 2024, volume of
the coconut water raw ingredient consumed in
General Beverage’s manufacture for domestic
distribution of products under if and Innococo brands
represents approximately 1.0% and 1.2% of the total
volume of General Beverage's coconut water raw
ingredient, respectively. Other than for the products
under if and Innococo brands, less than 0.5% of
General Beverage’s coconut water raw ingredient
were supplied to a third party brand in 2023 and 2024,
respectively. Such supply had been ceased in 2025.
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In addition, while General Beverage continues to
provide manufacturing services for non-coconut
water products for third-party brands, under the GB
General Collector Agreement, General Beverage has
agreed that it and its affiliates shall not produce
coconut water raw materials or similar products
without prior written consent from the Group,
enabling the Group to oversee and manage such
supply of coconut water raw materials by General
Beverage.
Considering the foregoing, the Directors believe that
there is no material competition for raw ingredient
between the Group and General Beverage.
COMPETING INTEREST
As at the Latest Practicable Date, none of the executive and the non-executive
Directors was interested in any business apart from the Group’s business which competes
or is likely to compete, directly or indirectly, with the Group’s business.
INDEPENDENCE OF THE GROUP FROM THE CONTROLLING SHAREHOLDERS
Taking into consideration the following factors, the Directors are of the view that the
Group is able to carry on its business independently from the Controlling Shareholders
and their respective close associates after the completion of the Global Offering.
(a) Operational Independence
The Group operates independently from the Controlling Shareholders and
their respective close associates.
The Group holds and enjoys the benefits of all relevant licenses necessary to
carry out its business in all material respects. The Group has obtained, among other
things, all material qualifications and authorization, operational equipment,
premises, intellectual properties and domain names that are needed for its business.
The Group has entered into certain continuing connected transactions with
General Beverage in relation to, among other things, the engagement of General
Beverage as one of the Group’s co-packers. During the Track Record Period, amount
of products purchased by the Group from General Beverage under the co-packing
arrangement represents 21.6% and 18.0% of the Group’s total procurement value
from the co-packers, respectively. Relevant products under the co-packer
arrangement is not entered into with General Beverage only and co-packing services
have been offered by Independent Third Parties on similar terms.
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The Group has a full-time management team and team of staff to carry out its
operation and administration independently from the Controlling Shareholders,
save for certain business and management support services purchased from General
Beverage. See “Connected Transactions — Fully-Exempt Continuing Connected
Transaction — I. Management Services Framework Agreement.” The Group has
established a complete organizational structure, comprising various separate
departments each charged with specific responsibilities. The support functions
comprising accounting, administration, corporate secretarial, compliance and
human resource management will also continue to be handled by a team of staff
employed directly by us and are separated from the Controlling Shareholders. The
Group has also established a set of internal control procedures and adopted
corporate governance practices to facilitate the independent and effective operation
of our business. See “— Corporate Governance Measures.”
Based on the above, the Directors are satisfied that the Group is able to
operate independently from the Controlling Shareholders and their respective close
associates.
(b) Financial Independence
The Group is able to operate independently from the Controlling
Shareholders and their respective close associates from the financial perspective.
During the Track Record Period, the Group primarily financed its business
operation through cash generated during operation activities and independently
obtained equity investments. The Company is able to independently secure equity
investments from investors that are independent from the Controlling Shareholders.
See “History, Reorganisation and Corporate Structure — Details of the Pre-IPO
Investments.”
As at the Latest Practicable Date, there were no outstanding loans and related
interests due to related parties, nor were there any loans or guarantees provided by
the Controlling Shareholders or any of their close associates to or for the benefit of
the Group. Based on the foregoing, the Directors are of the view that the Group is
capable of obtaining financing from external sources independently and without
reliance on the Controlling Shareholders and their respective close associates upon
Listing.
The Group has established its own finance department responsible for the
financial management, accounting and taxation in the ordinary and usual course of
business of the Company. The Group also has its own risk management and internal
control system, independent accounting and financial management system and
independent management for cash receipts and payments. Our accounting and
finance functions are independent from the Controlling Shareholders and their close
associates.
Based on the above, the Directors are of the view that the Group is financially
independent from the Controlling Shareholders and their respective close
associates.
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
– 244 –


--- page 256 ---
(c) Management Independence
The Board consists of six Directors, including one executive Director, one
non-executive Director and four independent non-executive Directors. Mr.
Pongsakorn Pongsak is our executive Director and Controlling Shareholder. Mr.
Pongsakorn Pongsak is also the chairman and a non-executive director of General
Beverage. See “Directors and Senior Management.”
The Directors are of the view that the Board and the senior management of the
Group are able to function independently from the Controlling Shareholders and
their respective close associates for the following reasons:
(i) the position Mr. Pongsakorn Pongsak held within General Beverage
primarily represents his controlling equity interest. He does not hold
any executive position and does not participate in the daily
management or operations of General Beverage;
(ii) Ms. Metaphon Pornanektana and Ms. Vipada Kanchanasorn, the other
executive Directors, and the other senior management member of the
Company do not hold any role as an executive director or member of
senior management in the Controlling Shareholder or any of their close
associates;
(iii) our daily management and operations are carried out by a senior
management team, all of whom have substantial experience in the
industry in which the Company is engaged, and will therefore be able to
make business decisions that are in the best interests of the Group;
(iv) each of the Directors is aware of and understands the fiduciary duties
which, among other things, requiring he/she to act in the best interests
of the Company and the Shareholders as a whole;
(v) the decision-making mechanism of the Board as specified in the
Constitution has set out relevant provisions to avoid conflicts of
interests, including (A) requiring a Director to observe the provisions of
the Singapore Companies Act relating to the disclosure of the interests
of such Director or of any office or property held by such Director which
might create duties or interests in conflict with his duties or interests as
a Director, and (B) requiring a Director to abstain from voting on any
resolution approving any contract, transaction or arrangement, or any
proposed contract, transaction or arrangement in which such Director
has directly or indirectly a personal material interest or in respect of any
allotment of shares in or debentures of the Company to him and if he
does so vote his vote shall not be counted; and
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
– 245 –


--- page 257 ---
(vi) the Company has four independent non-executive Directors who have
extensive experiences in different professions. They have been
appointed pursuant to the requirements under the Listing Rules to
ensure that the decisions of the Board are made only after due
consideration of independent and impartial opinions. The Directors
believe that the presence of the independent non-executive Directors
from different backgrounds provides a balance of views and opinions
for the Board. See “— Corporate Governance Measures.”
CORPORATE GOVERNANCE MEASURES
In order to further safeguard the interests of the Shareholders, the Company will
adopt the following corporate governance measures to manage any potential conflicts of
interest with the Controlling Shareholders and their respective close associates:
(i) as part of the preparation for the Global Offering, the Company has amended
the Constitution to comply with the Listing Rules which will become effective
upon the Listing. In particular, the Constitution will provide that, a Director
shall abstain from voting on any resolution approving any contract,
transaction or arrangement in which such Director or any of his/her close
associates has a material interest;
(ii) the Company has established internal control mechanisms to identify
connected transactions. Upon the Listing, if the Company enters into
connected transactions with the Controlling Shareholders or any of their
associates, the Company will comply with the applicable requirements under
the Listing Rules;
(iii) the Company is committed that the Board shall include a balanced
composition of executive Directors and non-executive Directors (including
independent non-executive Directors). The Company has appointed four
independent non-executive Directors, and believes that the independent
non-executive Directors (a) possess sufficient experiences, (b) are free of any
business or other relationship which could interfere in any material manner
with the exercise of their independent judgment, and (c) will be able to
provide an impartial and external opinion to protect the interests of the
Shareholders as a whole. See “Directors and Senior Management”;
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
– 246 –


--- page 258 ---
(iv) the independent non-executive Directors will review, on an annual basis,
whether there is any conflict of interests between the Group and the
Controlling Shareholders (the “ Annual Review”) and provide impartial and
professional advice to protect the interests of the minority Shareholders. The
Controlling Shareholders will undertake to provide all information necessary,
including all relevant financial, operational and market information and any
other necessary information as required by the independent non-executive
Directors for the Annual Review. The Company will disclose decisions (with
basis) on matters reviewed by the independent non-executive Directors either
in its annual report or by way of announcements; and
(v) the Company has appointed Gram Capital Limited as its compliance adviser,
which will provide advice and guidance to the Company in respect of
compliance with the applicable laws and the Listing Rules including various
requirements relating to directors’ duties and corporate governance.
The Directors consider that the above corporate governance measures are sufficient
to manage potential conflict of interests between the Controlling Shareholders and their
respective close associates and the Group and to protect the interests of the Shareholders,
in particular, the minority Shareholders.
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
– 247 –


--- page 259 ---
OVERVIEW
Prior to the Listing, the Group has entered into certain transactions with General
Beverage, one of the Controlling Shareholders, who will, upon the Listing, become a
connected person of the Company. Following the Listing, the following transactions will
constitute continuing connected transactions under Chapter 14A of the Listing Rules.
SUMMARY OF THE CONTINUING CONNECTED TRANSACTIONS
No. Nature of Transactions
Relevant
Listing
Rules
Waiver
Sought
Annual Caps
For the year ending
December 31,
2025 2026 2027
US$ in thousands
Fully-Exempt Continuing Connected Transactions
1. Management Services Framework
Agreement
14A.76(1) N/A 195 201 207
2. GB General Collector Agreement 14A.76(1) N/A Nil Nil Nil
Partially-Exempt Continuing Connected Transaction
3. IFB Trademarks Licence Agreement 14A.76(2)
14A.35
Announcement
requirement
380 410 450
Non-Exempt Continuing Connected Transaction
4. GB Co-Packing Agreement 14A.35
14A.36
Announcement
and
independent
Shareholders’
approval
requirements
26,500 34,500 45,000
Fully-Exempt Continuing Connected Transaction
I. Management Services Framework Agreement
On June 17, 2025, the Company entered into a management services framework
agreement with General Beverage, pursuant to which, General Beverage shall provide, or
procure the provision of, the following business and management support services to the
Group with a term of three years, including:
(a) laboratory equipment rental;
(b) information technology technical support and assistance; and
(c) administrative and management support and consultation services.
CONNECTED TRANSACTIONS
– 248 –


--- page 260 ---
The historical transaction amounts in respect of the business and management
support services purchased by the Group from General Beverage were US$161 thousand
and US$189 thousand for the period from December 8, 2022 to December 31, 2023 and the
year ended December 31, 2024, respectively.
The annual caps in respect of the business and management support services to be
purchased by the Group from General Beverage for the years ending December 31, 2025,
2026 and 2027 are US$195 thousand, US$201 thousand and US$207 thousand, respectively.
The service fees for the business and management support services to be provided
will be determined on an arm’s length basis based on actual cost prices incurred by
General Beverage when providing such services plus applicable tax. In compliance with
the provisions and conditions of the Management Services Framework Agreement,
General Beverage may enter into separate contracts with more specific terms in relation to
the provision of relevant services with the Group.
As all of the applicable percentage ratios calculated for the purpose of Chapter 14A
of the Listing Rules in respect of the above transaction, which is conducted on normal
commercial terms or better, are expected to be less than 5% and the total consideration of
the transaction thereunder is expected to be less than HK$3,000,000 on an annual basis, it
will fall within the de minimis threshold under Rule 14A.76(1) of the Listing Rules and
will be exempted from the reporting, annual review, announcement and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
II. GB General Collector Agreement
On June 4, 2025, IFB Singapore entered into a production and raw material supply
agreement with General Beverage (the “ GB General Collector Agreement ”) with a term
of five years, pursuant to which, (a) the Group shall arrange for the procurement of the
co-packers to purchase the coconut water bulk (the “Raw Materials”) produced by
General Beverage for use in manufacturing products; and (b) General Beverage shall
coordinate with the co-packers for the sale of Raw Materials for product manufacturing,
including:
(i) General Beverage shall source coconut water from coconut farmers and local
collectors approved by the Group to produce and supply the Raw Materials
which meet quality standards and comply with applicable laws and
regulations according to the specifications set by the Group;
(ii) General Beverage shall arrange for transportation from external providers to
deliver the produced Raw Materials to the location designated by the Group;
and
(iii) General Beverage agrees to produce and supply the Raw Materials to the
co-packers at a minimum quantity per day.
CONNECTED TRANSACTIONS
– 249 –


--- page 261 ---
Other Principal T erms of the GB General Collector Agreement
Payment arrangement: Pursuant to the GB General Collector Agreement,
General Beverage shall issue price quotations for the Raw Materials to the
co-packers and collect payments directly from the co-packers. While the Group is
not responsible for any of the payment of Raw Materials under the GB General
Collector Agreement, the Group may be involved in and facilitated the discussions
between General Beverage and the co-packers in relation to such price quotations.
The Group has not been a party to any contract or agreement between General
Beverage and any co-packer, and did not set the prices that General Beverage
charged co-packers for the Raw Materials. The Group only supported the
negotiation process regarding the prices to help ensure the pricing remained
commercially reasonable and aligned with industry practices.
Non-compete: In consideration of the Group’s provision of specifications of
the Raw Materials, which is based on the Group’s proprietary formula, General
Beverage has agreed that it and its affiliates shall not produce the Raw Materials or
similar products with the same type of the Raw Materials for any other parties
without prior written consent (including those having been agreed under the IFB
Trademarks Licence Agreement) from the Group. In addition, General Beverage has
agreed that it, its affiliates, and employees shall not engage in sales or distribution
of products to any customers or partners of the Group without the Group’s prior
written consent.
Termination and renewal : The GB General Collector Agreement shall only be
terminated upon mutual written consent or in case of a breach as described below,
and can be renewed under mutually agreed terms in writing at least six months
prior to the expiration date.
Breach and other liability : In the event of a breach by the either party, the GB
General Collector Agreement shall be terminated immediately, except in the case of
force majeure or any natural disasters that cause the breaching party unable to
perform its obligations. Under such situation, with the breaching party’s immediate
written notification, the non-breaching party may, but not be obliged to, exercise its
right to consider whether to extend or postpone the period for performance.
If such breach is a breach of any essential terms or conditions that cause
damage to the other party, the non-breaching party has the right to claim for all
damages resulting from such breach, including the right to take further legal action.
As General Beverage shall ensure the Raw Materials supplied to the co-packers to be
in accordance with our food safety and product requirements and comply with
applicable laws and regulations, General Beverage shall assume relevant liabilities
if there is any product defect identified by the Group, the co-packers or
subsequently in the sales channels such as by the distributors or consumers and it is
proven that the defect resulted from General Beverage’s failure to meet its
obligations.
CONNECTED TRANSACTIONS
– 250 –


--- page 262 ---
Historical Figures, Annual Caps and Basis
There was no historical transaction amount in respect of the GB General
Collector Agreement during the Track Record Period. As the Group will not pay any
consideration under the GB General Collector Agreement, the annual caps in respect
of the transactions under the GB General Collector Agreement for the years ending
December 31, 2025, 2026 and 2027 are nil.
Listing Rules Implications
As all of the applicable percentage ratios calculated for the purpose of
Chapter 14A of the Listing Rules in respect of the above transaction, which is
conducted on normal commercial terms or better, are expected to be less than 0.1%,
it will fall within the de minimis threshold under Rule 14A.76(1) of the Listing Rules
and will be exempted from the reporting, annual review, announcement and
independent Shareholders’ approval requirements under Chapter 14A of the Listing
Rules.
As required by Rule 14A.52 of the Listing Rules, the period for the agreement
for the continuing connected transactions must not exceed three years, except in
cases where nature of the transaction requires the agreement to be of a duration
longer than three years. The Directors (including our independent non-executive
Directors) are of the view that the GB General Collector Agreement was entered into
for a longer duration so as to avoid any unnecessary business interruption and help
ensure the supply of the Raw Materials. The Directors (including our independent
non-executive Directors) are of the view that it is normal business practice for
agreement of similar type to be entered into for such duration.
Partially-Exempt Continuing Connected Transaction
III. IFB Trademarks Licence Agreement
Parties
General Beverage; and
IFB Singapore
Principal T erms of the IFB T rademarks Licence Agreement
On January 1, 2023, IFB Singapore entered into a trademark licence agreement
with General Beverage, pursuant to which, IFB Singapore grants to General
Beverage a non-exclusive licence to use the if and Innococo trademarks (the
“Licensed IFB Trademarks ”) in Thailand in association with the licensed products,
which include, among other things, fruit juice beverages, herbal beverages,
tamarind beverages and coconut juice as beverage (the “ IFB Trademarks Licence
Agreement”). The IFB Trademarks Licence Agreement took effective from January
1, 2023 with a term of ten years.
CONNECTED TRANSACTIONS
– 251 –


--- page 263 ---
Pursuant to the IFB Trademarks Licence Agreement, General Beverage agrees
to use the information acquired from the Group, including the Group’s formulas,
exclusively for the purposes of the IFB Trademarks Licence Agreement and keep
such information strictly confidential. Such confidentiality obligation shall continue
in full force and effect notwithstanding the termination or expiration of the IFB
Trademarks Licence Agreement.
Reasons and Benefits for the T ransaction
General Beverage is one of the beverage manufacturers in Thailand and boosts
localized knowledge, experience and expertise in domestic sales of beverages and
food in Thailand through years of dedicated operation. As the Group was
established under General Beverage’s initiative of segregating the International
Business and the Group does not sell our products in Thailand, entering into the
license arrangement would allow General Beverage to continue to use our
trademarks in Thailand, while at the same time, provide additional source of
revenue to the Group and further enhance our brand awareness.
Pricing Basis
The Group charges General Beverage an annual licence fee of 2.5% based on
the total sale amount of products bearing the Licensed IFB Trademarks. An
independent valuer was retained to assess the licensing arrangement contemplated
in the IFB Trademarks Licence Agreement under the income approach and to
provide a royalty rate that it deemed to be reasonable. The income approach is a
valuation method that capitalises or discounts the expected income to determine the
value of the valuation target, which is in line with the industry norm for assessing
licensing arrangements. The annual licence fee rate stated above and payable by the
Group is the same as the royalty rate provided by the independent valuer in its
report. The Directors, including the independent non-executive Directors, are of the
view that such licence fee rate is fair and reasonable and on normal commercial
terms. The licence fee rate will be subject to review every three years after the
Listing.
Historical Figures, Annual Caps and Basis
The historical transaction amounts in respect of the licence fee charged by the
Group to General Beverage were US$0.1 million and US$0.3 million for the period
from December 8, 2022 to December 31, 2023 and the year ended December 31, 2024,
respectively.
The annual caps in respect of the licence fee expected to be charged by the
Group to General Beverage for the years ending December 31, 2025, 2026 and 2027
are US$0.38 million, US$0.41 million and US$0.45 million, respectively.
In arriving at the above annual caps, the Directors have considered, among
other things, the following factors:
(i) the historical transaction amounts for the years ended December 31,
2023 and 2024;
CONNECTED TRANSACTIONS
– 252 –


--- page 264 ---
(ii) the order intake and the projected level of sales amount in respect of the
products bearing IFB Licensed Trademarks by General Beverage in
Thailand, which was estimated based on the historical trends and the
management’s estimation of the market demands of the relevant
products in Thailand; and
(iii) other factors including but not limited to the expected market price of
the products bearing IFB Licensed Trademarks and its future
fluctuations, taking into account the costs and expenses relating to raw
materials, labour and market trends.
Listing Rules Implications
As the highest applicable percentage ratio of the annual caps under the IFB
Trademarks Licence Agreement for the three years ending December 31, 2027
calculated for the purpose of Chapter 14A of the Listing Rules is higher than 0.1%
but below 5%, such transactions will, upon the Listing, constitute continuing
connected transactions of the Company subject to the annual reporting and
announcement requirements but exempt from the independent Shareholders’
approval requirement under Rule 14A of the Listing Rules.
As required by Rule 14A.52 of the Listing Rules, the period for the agreement
for the continuing connected transactions must not exceed three years, except in
cases where nature of the transaction requires the agreement to be of a duration
longer than three years. The Directors (including our independent non-executive
Directors) are of the view that the IFB Trademarks Licence Agreement was entered
into for a longer duration so as to avoid any unnecessary business interruption and
help ensure the long-term stable business development and continuity. The
Directors (including our independent non-executive Directors) are of the view that
it is normal business practice for trademarks licence agreement of similar type to be
entered into for such duration.
Non-Exempt Continuing Connected Transaction
IV. GB Co-Packing Agreement
Parties
General Beverage; and
the Company
Principal T erms of the GB Co-Packing Agreement
On June 9, 2025, the Company and General Beverage entered into a
manufacturing and supply framework agreement (the “ GB Co-Packing
Agreement”), pursuant to which General Beverage shall manufacture the relevant
CONNECTED TRANSACTIONS
– 253 –


--- page 265 ---
products in accordance with the product specification and packaging specification
specified by the Group and sell the same to the Group in the quantity as ordered.
General Beverage assumes the costs and risks associated with the shipment of
ordered products in accordance with the agreed-upon trade terms.
Pursuant to the GB Co-Packing Agreement, General Beverage shall produce
products in accordance with the Company’s written instructions on production
specification based on the Group’s formulas for the sole purpose of fulfilling its
obligation under the GB Co-Packing Agreement. Upon expiration of the GB
Co-Packing Agreement, General Beverage shall immediately cease to use such
proprietary information.
The GB Co-Packing Agreement took effective on June 9, 2025 and ends on
December 31, 2027.
Reasons and Benefits for the T ransaction
General Beverage self-manufactured part of our products before the Group
was established by segregating the International Business from General Beverage.
General Beverage has accumulated rich experience in food and beverage
manufacturing through years of dedicated operation and is one of the qualified
co-packers of the Group. Through past cooperation, General Beverage is also
familiar with our product specification, and products provided by General Beverage
are proven to be a reliable, timely and efficient supply in support of the Group’s
daily business operations. As such, the Directors consider that it is in the interest of
the Company and its Shareholders to continue to purchase products from General
Beverage.
Pricing Basis
The price of the products to be purchased by the Group under the GB
Co-Packing Agreement shall be determined on an arm’s length basis with reference
to the cost of raw materials, packing supplies or ingredients, procurement volume,
quality and reliability of General Beverage’s manufacturing and packaging services,
the prevailing market conditions and the principle of fairness, and shall be no less
favourable than the price offered by Independent Third Parties co-packers for the
same products during relevant time.
Pursuant to the GB Co-Packing Agreement, price of the products to be
purchased by the Group may be revised for reasons attributed to changes in cost of
raw materials, packing supplies or ingredients purchased by General Beverage or
transportation cost. Any revision of the price shall be in compliance with the above
principles and agreed by the both parties. General Beverage shall provide the
Company with a 30-day prior written notice and obtain the Company’s written
consent before any revision of the price takes effect. The Company would also assess
the reasonableness of such revision of the price with reference to the quotations of
similar products obtained from other qualified co-packers.
CONNECTED TRANSACTIONS
– 254 –


--- page 266 ---
In compliance with the provisions and conditions of the GB Co-Packing
Agreement, General Beverage may enter into separate contracts with more specific
terms, such as the unit price list and specifications of the products, in relation to the
provision of relevant products (the “ Individual Contract(s) ”) with the Group. Such
specific terms of the Individual Contracts shall be determined through arm’s length
negotiations between the parties, and shall not be less favourable to the Group than
those provided by the Independent Third Parties co-packers to the Group for the
same products during relevant time. The Company will enter into the Individual
Contract with General Beverage when the parties agree to the price adjustment.
Under the Individual Contract, the Group will place order with General Beverage
for product procurement, and the frequency of order placing is expected to be at
least once a month in a non-binding nature.
Historical Figures, Annual Caps and Basis
The historical transaction amounts in respect of the products purchased by the
Group from General Beverage were US$12.4 million and US$18.1 million for the
period from December 8, 2022 to December 31, 2023 and the year ended December
31, and 2024, respectively.
The annual caps in respect of the products to be purchased by the Group from
General Beverage contemplated under the GB Co-Packing Agreement for the years
ending December 31, 2025, 2026 and 2027 are US$26.5 million, US$34.5 million and
US$45.0 million, respectively.
In arriving at the above annual caps, the Directors have considered, among
other things, the following factors:
(i) the historical transaction amounts for the period from December 8, 2022
to December 31, 2023 and the year ended December 31, 2024;
(ii) the expected demand of the Group for the products to be supplied by
General Beverage, which is estimated based on the overall business
expansion plan of the Group taking into account its continued efforts to
penetrate into new geographical markets, enhance brand recognition
and diversify product offering, the expected portion of products to be
purchased from General Beverage based on General Beverage’s
expected supply capacity as well as the Group’s initiative to diversify
its co-packers;
(iii) other factors including but not limited to the expected market price of
the products and its future fluctuations, taking into account the costs
and expenses relating to raw materials, labor and market trends.
CONNECTED TRANSACTIONS
– 255 –


--- page 267 ---
Listing Rules Implications
As one or more of the applicable percentage ratios in respect of the proposed
annual caps of the transactions contemplated under the GB Co-Packing Agreement
will be more than 5%, the GB Co-Packing Agreement and the transactions
contemplated thereunder will be subject to the reporting, annual review,
announcement and independent shareholders’ approval requirements under
Chapter 14A of the Listing Rules upon Listing.
MEASURES TO SAFEGUARD THE INTERESTS OF OUR SHAREHOLDERS
To safeguard the interests of the Company and Shareholders as a whole, including
the minority Shareholders, the Company has put in place certain internal approval and
monitoring procedures relating to the proposed connected transactions contemplated
under the agreements mentioned above, which include the following:
• we have formulated internal guidelines according to the Listing Rules, which
provide approval procedures for connected transactions based on their nature
and amounts;
• the pricing of the connected transactions should be no less favorable than the
prices provided by independent third parties or provided to independent
third parties in respect of similar products or services;
• the Company shall collect the transaction amount information regularly and
conduct analysis of the data to manage the connected transactions;
• the independent non-executive Directors and auditors will conduct annual
review of the non-exempt continuing connected transactions mentioned
above and provide annual confirmations in accordance with the Listing Rules
that the non-exempt continuing connected transactions are conducted in
accordance with terms of the relevant agreements, on normal commercial
terms and in accordance with the pricing policy and do not exceed the
proposed applicable annual caps;
• in respect of the connected transactions not governed by the existing
framework agreements (if any), the relevant operating entities shall
communicate with the headquarters in advance and provide necessary
documents to facilitate related decision-making and disclosure process; and
• additional approvals are required for transactions exceeding the proposed
annual caps (if applicable).
CONNECTED TRANSACTIONS
– 256 –


--- page 268 ---
WAIVER APPLICATION FOR PARTIALLY-EXEMPT AND NON-EXEMPT
CONTINUING CONNECTED TRANSACTIONS
As the partially-exempt and non-exempt continuing connected transactions set out
above are expected to continue on a recurring and continuing basis, the Directors consider
that compliance with the above announcement and/or independent shareholders’
approval requirements will be impractical, will incur unnecessary administrative costs for
us, and will be unduly burdensome to the Group.
Accordingly, the Group has applied to the Stock Exchange for, and the Stock
Exchange has granted a waiver to us under Rule 14A.105 of the Listing Rules from
compliance with the announcement requirement in respect of the IFB Trademarks Licence
Agreement and the transactions contemplated thereunder, and from compliance with the
announcement and independent shareholders’ approval requirements in respect of the GB
Co-Packing Agreement and the transactions contemplated thereunder.
CONFIRMATION FROM THE DIRECTORS
The Directors (including the independent non-executive Directors) are of the view
that (i) the continuing connected transactions as set out above have been entered into in
the ordinary and usual course of business of the Group and on normal commercial terms
or better, and are fair and reasonable and in the interests of the Company and its
Shareholders as a whole; (ii) the annual caps for those transactions are fair and reasonable
and in the interests of the Company and its Shareholders as a whole; and (iii) it is normal
business practice for the IFB Trademarks Licence Agreement and the GB General Collector
Agreement to be of a term longer than three years.
CONFIRMATION FROM THE SOLE SPONSOR
Based on the documentation and data provided by the Company and participation
in the due diligence and discussion with the Company, the Sole Sponsor is of the view that
(i) the partially-exempt and non-exempt continuing connected transactions as set out
above have been entered into in the ordinary and usual course of business of the Company
on normal commercial terms or better which are fair and reasonable, and in the interests of
the Company and the Shareholders as a whole, (ii) the annual caps for the
partially-exempt and non-exempt continuing connected transactions are fair and
reasonable and in the interests of the Group and the Shareholders as a whole; and (iii) it is
normal business practice for the IFB Trademark Licence Agreement to be of a term longer
than three years.
CONNECTED TRANSACTIONS
– 257 –


--- page 269 ---
OVERVIEW
The Board currently consists of eight Directors, including three executive Directors,
one non-executive Director and four independent non-executive Directors. The Board is
responsible for and has the general power over the management and operation of the
Group’s business, including determining the business strategies and investment plans,
formulating management measures of the Group, implementing resolutions passed at the
shareholders’ general meetings, and exercising other powers, functions and duties as
conferred by the Constitution. The Board also assumes the responsibilities for developing
and reviewing the policies and practices of the Company on corporate governance, risk
management and internal control and compliance with legal and regulatory requirements.
The senior management is currently comprised of four members who are
responsible for the day-to-day management and operation of the Group.
DIRECTORS
The following table sets forth the key information about the Directors as at the
Latest Practicable Date.
Name Age Position Responsibilities
Date of first
appointment
Date of
joining the
Group
Relationship
with other
Directors
and senior
management
Mr. Pongsakorn
Pongsak
45 Executive Director
and chief
executive officer
Responsible for
the overall
operation and
management of
the Group
April 1, 2024 December 8,
2022
None
Ms. Metaphon
Pornanektana
48 Executive Director
and chief
commercial
officer
Responsible for
overseeing the
sales,
procurement
and quality
assurance of the
Group
June 16, 2025 April 1, 2023 None
Ms. Vipada
Kanchanasorn
46 Executive Director
and chief
operating
officer
Responsible for
overseeing the
marketing and
business
development,
and R&D
operations of
the Group
June 16, 2025 April 1, 2023 None
Mr. Tawat Kitkungvan 42 Non-executive
Director
Providing advice
on the major
decisions of the
Group
April 1, 2024 April 1, 2024 None
DIRECTORS AND SENIOR MANAGEMENT
– 258 –


--- page 270 ---
Name Age Position Responsibilities
Date of first
appointment
Date of
joining the
Group
Relationship
with other
Directors
and senior
management
Mr. Thavee
Thaveesangsakulthai
62 Non-executive
chairman of
the Board,
Independent
Non-executive
Director
Responsible for
supervising and
providing
independent
judgment to the
Board
April 3,
2025
(1)
June 16, 2025 None
Ms. Songvilai
Jiraphothong
57 Independent
Non-executive
Director
Responsible for
supervising and
providing
independent
judgment to the
Board
April 3,
2025
(1)
June 16, 2025 None
Ms. Pathamakorn
Buranasin
45 Independent
Non-executive
Director
Responsible for
supervising and
providing
independent
judgment to the
Board
April 3,
2025
(1)
June 16, 2025 None
Ms. Supansa
Kusonpattana
Piriyaporn
46 Independent
Non-executive
Director
Responsible for
supervising and
providing
independent
judgment to the
Board
February 27,
2024
February 27,
2024
None
Note: Being the date of approval of their appointments by the board.
Executive Directors
Mr. Pongsakorn Pongsak , aged 45, our founder, was appointed as a Director on
February 27, 2024 and an executive Director and chief executive officer on April 1, 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 IFB
Singapore and IFB Thailand 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
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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.
Ms. Metaphon Pornanektana (former name: Paweena Pornanektana), aged 48, was
appointed as our chief commercial officer on April 3, 2025, and as the executive Director
on June 16, 2025. She is responsible for overseeing the sales, procurement and quality
assurance of the Group. Ms. Pornanektana joined the Group in April 2023, serving as the
chief commercial officer of IFB Thailand.
Prior to joining the Group, Ms. Pornanektana served as the secretary to the chief
executive officer at Malee Sampran Public Company Limited from October 1997 to April
2001, as a sales and administrative manager at Boonsith Enterprise Co., Ltd. from
November 2001 to December 2006, and as a general manager at Siam Corn Company
Limited from January 2006 to October 2011. After that, Ms. Pornanektana successively
served as the OEM sales manager and vice president of OEM export sales marketing
responsible for overseeing business development and export sales at General Beverage
from March 2012 to March 2023.
Ms. Pornanektana obtained a bachelor of arts degree in political science from
Kasetsart University in Thailand in October 1997. She also passed the certificate exam of
Fundamental of Personal Data Protection given by DBC Group in March 2025.
Ms.VipadaKanchanasorn , aged 46, was appointed as our chief operating officer on
April 3, 2025, and as the executive Director on June 16, 2025. She is responsible for
overseeing the marketing and business development, and R&D operations of the Group.
Ms. Kanchanasorn joined the Group in April 2023, serving as the chief operating officer of
IFB Thailand.
Prior to joining the Group, Ms. Kanchanasorn served as a senior project manager
responsible for project submissions and seeking funding at the ASEAN University
Network from September 2006 to December 2013. Then, Ms. Kanchanasorn successively
served as the marketing manager, the senior marketing manager and the export marketing
director responsible for overseeing international marketing, company exhibitions and
branding at General Beverage from January 2016 to March 2023.
Ms. Kanchanasorn obtained a bachelor’s degree in political sciences (public
administration) from Thammasat University in Thailand in February 2001 and a master of
arts degree in international relations from the University of New South Wales in Australia
in April 2004. Ms. Kanchanasorn has also obtained a modern marketing management
certification from Chulalongkorn University in Thailand in October 2007. She has
completed a program training as a Safety Officer at Management Level in November 2024.
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Non-executive Director
Mr. Tawat Kitkungvan , aged 42, was appointed as a non-executive Director on
April 1, 2024. Mr. Kitkungvan is responsible for providing advice on the major decisions
of the Group. Mr. Kitkungvan joined the Group on April 1, 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.
Independent Non-executive Directors
Mr. Thavee Thaveesangsakulthai , aged 62, was appointed as the independent
non-executive Director and the non-executive Chairman of the Board on June 16, 2025
pursuant to the board resolutions dated April 3, 2025 and shareholders’ resolutions dated
June 16, 2025.
Mr. Thaveesangsakulthai worked at Deloitte Touche Tohmatsu Jaiyos Advisory Co.,
Ltd. from May 1998 to May 2023, with his last position as the partner, the leader of
business unit and the director. He has currently served as a director at Saha-Union Public
Company Limited (a company listed on the Stock Exchange of Thailand, stock code: SUC)
since November 2023.
Mr. Thaveesangsakulthai has led and managed complex cross border M&A deals
and other major investment projects and has served leading Thai and international
corporate clients.
Mr. Thaveesangsakulthai obtained a bachelor of science degree in electrical
engineering from The University of Texas at Arlington in the U.S. in May 1986 and a
master’s degree in business administration from Sasin Graduate Institute of Business
Administration of Chulalongkorn University in Thailand in April 1990. Mr.
Thaveesangsakulthai was also an approved supervisor and financial advisor approved by
the office of The Securities and Exchange Commission of Thailand from 2000 to 2023.
Ms. Songvilai Jiraphothong , aged 57, was appointed as the independent
non-executive Director on June 16, 2025 pursuant to the board resolutions dated April 3,
2025 and shareholders’ resolutions dated June 16, 2025.
Ms. Jiraphothong served as a senior vice president of strategic planning and a
corporate secretary at MC Group Public Company Limited (a company listed on the Stock
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Exchange of Thailand, stock code: MC) from 2012 to 2013, where she drove and managed
the company’s listing process in July 2013 and set up and managed the functions of the
company to be in compliance with the regulations of the Stock Exchange of Thailand and
Securities and Exchange Commission. From 2015 to 2017, Ms. Jiraphothong served as the
CFO responsible for directing and overseeing all aspects of the firm’s finance and
accounting, internal control, IT, legal and corporate secretarial matters, as well as
monitored and directed the implementation of the firm’s strategic business plans at FN
Factory Outlet Public Company Limited (a company listed on the Stock Exchange of
Thailand, stock code: FN). From 2018 to 2024, Ms. Jiraphothong served as an independent
director and the chairman of the audit committee of Pacific Cross Health Insurance Public
Company Limited. After that, she served as an independent director and member of the
audit committee of Learn Corporation Public Company Limited.
Ms. Jiraphothong obtained a bachelor’s degree and a master’s degree in accounting
from Thammasat University in Thailand in October 1988 and January 1997, respectively.
She has been a certified public accountant and member of the Federation of Accounting
Professions since October 1991. She joined Director Accreditation Program of Thai
Institute of Directors in October 2024.
Ms. Pathamakorn Buranasin , aged 45, was appointed as the independent
non-executive Director on June 16, 2025 pursuant to the board resolutions dated April 3,
2025 and shareholders’ resolutions dated June 16, 2025.
Ms. Buranasin began her career at the Bangkok office of White & Case LLP (later
became an independent law firm named Weerawong, Chinnavat & Peangpanor Ltd. in
2009), where she worked primarily in the banking and finance department while also
assisting in the M&A department from September 2005 to February 2015. She then joined
The Capital Law Office Ltd. as a lawyer in March 2015 for a brief period before
transitioning to PSG Corporation Public Company Limited (formerly known as T
Engineering Corporation Public Company Limited, a company listed on the Stock
Exchange of Thailand, stock code: PSG). Since August 2015, Ms. Buranasin has held
various positions at PSG Corporation Public Company Limited, including the chief of the
CEO office, where she is mainly responsible for overseeing the firm’s legal and company
secretary affairs.
Ms. Buranasin obtained a bachelor of laws degree from Chulalongkorn University
in Thailand in May 2001 and a master of laws degree from The George Washington
University in the U.S. in May 2005. She was admitted as a barrister-at-law by the
Institution of Legal Education of the Thai Bar Association in June 2002. In addition, she
completed the Director Certification Program of the Thai Institute of Directors in July 2016
and the Company Secretary Program of the Thai Institute of Directors in June 2024.
Ms. Supansa Kusonpattana Piriyaporn (former name: Supansa Kusonpattana),
aged 46, was appointed as an independent director of the Company on February 27, 2024
and was re-designated as the independent non-executive Director on April 3, 2025. Ms.
Piriyaporn also served as a Singapore resident director of IFB Singapore since March 2024
and did not hold any executive or managerial role in IFB Singapore.
DIRECTORS AND SENIOR MANAGEMENT
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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.
SENIOR MANAGEMENT
The following table sets forth the key information about the senior management of
the Company as at the Latest Practicable Date.
Name Age Position Responsibilities
Date of first
appointment
Date of
joining the
Group
Relationship
with other
Directors
and senior
management
Mr. Pongsakorn
Pongsak
45 Executive Director
and chief
executive officer
Responsible for
the overall
operation and
management of
the Group
April 1, 2024 December 8,
2022
None
Ms. Metaphon
Pornanektana
48 Executive Director
and chief
commercial
officer
Responsible for
overseeing the
sales,
procurement
and quality
assurance of the
Group
April 3, 2025 April 1, 2023 None
Ms. Vipada
Kanchanasorn
46 Executive Director
and chief
operating
officer
Responsible for
overseeing the
marketing and
business
development,
and R&D
operations of
the Group
April 3, 2025 April 1, 2023 None
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Name Age Position Responsibilities
Date of first
appointment
Date of
joining the
Group
Relationship
with other
Directors
and senior
management
Ms. Ong Ying Shyun 41 Chief financial
officer
Responsible for
overall
management of
financial affairs
of the Group
April 1, 2024 July 12, 2023 None
For the biographical details of Mr. Pongsakorn Pongsak, Ms. Metaphon
Pornanektana and Ms. Vipada Kanchanasorn, please refer to “— Executive Directors”
above.
Ms. Ong Ying Shyun, aged 41, was appointed as our chief financial officer on April
1, 2024. She is responsible for overall management of financial affairs of the Group. Ms.
Ong joined the Group in July 2023, serving as the chief financial officer of IFB Singapore.
Prior to joining the Group, Ms. Ong served as an associate at
PricewaterhouseCoopers PLT (Malaysia) from January 2005 to November 2005, as an audit
associate responsible for audit planning, internal control system review and audit
fieldwork at KPMG LLP Singapore from December 2005 to November 2006, as a senior
associate from December 2006 to June 2007 and as an assistant manager of audit from July
2007 to November 2009 at PricewaterhouseCoopers LLP Singapore. Then, she worked at
Nomura Singapore Limited, a merchant bank providing financial services, from
November 2009 to August 2010, with her last position as an associate in the finance
department. She served as a senior accountant at PricewaterhouseCoopers Australia from
August 2010 to December 2011. After that, Ms. Ong served as a senior finance manager
responsible for leading the finance team and overseeing the group’s financial and
accounting activities at Minor Food Group (Singapore) Pte. Ltd. from January 2012 to June
2019, as a financial controller at Changi Travel International Pte. Ltd. from June 2019 to
September 2020, and as a finance director at Tan Chye Huat Holdings Pte. Ltd. from
September 2020 to July 2023.
Ms. Ong obtained a bachelor of commerce degree in accounting and finance from
Monash University in Australia in December 2004. She has been a chartered accountant of
the Chartered Accountants Australia and New Zealand since January 2008, and a
chartered accountant of Singapore under the Institute of Singapore Chartered
Accountants (ISCA) since September 2013.
Save as disclosed above, none of the Directors or senior management has held any
directorship in any public company the securities of which are listed on any securities
market in Hong Kong or overseas during the three years immediately preceding the Latest
Practicable Date.
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As at the Latest Practicable Date:
(i) none of the Directors or members of the senior management of the Company is
related to any other Directors and members of the senior management;
(ii) save as disclosed in the sections headed “Substantial Shareholders” and
“Appendix IV — Statutory and General Information”, none of the Directors or
members of the senior management holds any interest in the Shares which
would be required to be disclosed pursuant to Part XV of the Securities and
Futures Ordinance; and
(iii) there is no additional matter with respect to the appointment of the Directors
that needs to be brought to the attention of the Shareholders, and there is no
additional information relating to the Directors that is required to be
disclosed pursuant to Rule 13.51(2) of the Listing Rules.
SINGAPORE COMPANY SECRETARIES
Mr. Li Chuan Hsu was appointed as the Singapore company secretary of the
Company on June 13, 2025.
Mr. Hsu joined Dentons Rodyk & Davidson LLP in 2010 and served as a senior
partner of its corporate practice.
Mr. Hsu obtained a bachelor’s degree in law from the National University of
Singapore in 2002 in Singapore. He is an advocate and solicitor of the Supreme Court of
Singapore and was admitted to the Singapore Bar in August 2007. He has been a member
of the Law Society of Singapore since 2007 and a member of the Singapore Academy of
Law since 2007.
Ms. Bee Leng Chew was appointed as the Singapore company secretary of the
Company on February 27, 2024.
Ms. Chew has over 30 years of corporate secretarial experience which included
Singapore listed companies such as Heeton Holdings Limited (a company listed on the
mainboard of the SGX-ST, stock code: 5DP), Sunpower Group Ltd. (a company listed on
the mainboard of the SGX-ST, stock code: 5GD), and Shen Yao Holdings Limited (a
company listed on the catalist board of the SGX-ST, stock code: A78), and other non-listed
companies.
Ms. Chew obtained a diploma in accountancy from Ngee Ann Polytechnic in
Singapore in 1991. She obtained graduateship from Institute of Chartered Secretaries and
Administrators in United Kingdom in 1994. Ms. Chew was admitted as an associate of the
Singapore Association of the Institute of Chartered Secretaries and Administrators in
September 1995 and an associate of the Chartered Secretaries Institute of Singapore in
May 2017.
DIRECTORS AND SENIOR MANAGEMENT
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HONG KONG COMPANY SECRETARY
Ms. Nga Sim Wong was appointed as the Hong Kong company secretary of the
Company on April 3, 2025.
Ms. Wong has over 8 years of experience in the corporate secretarial field. She
currently serves as the manager of Company Secretarial Services of Tricor Services
Limited (a member of Vistra Group). She has been providing professional corporate
services to Hong Kong listed companies as well as multinational, private and offshore
companies.
Ms. Wong obtained an honours bachelor’s degree in business administration from
Hong Kong Baptist University in 2015. She is a Chartered Secretary, a Chartered
Governance Professional and an associate of both The Hong Kong Chartered Governance
Institute and The Chartered Governance Institute in the United Kingdom.
BOARD COMMITTEES
The Company has established four Board committees, namely the Audit Committee,
the Remuneration and Appraisal Committee, and the Nomination Committee.
Audit Committee
The Audit Committee consists of three Directors, namely Mr. Thavee
Thaveesangsakulthai, Ms. Songvilai Jiraphothong and Ms. Pathamakorn Buranasin, with
Ms. Songvilai Jiraphothong serving as the chairperson. Ms. Songvilai Jiraphothong has
the appropriate professional experiences as required under Rules 3.10(2) and 3.21 of the
Listing Rules. The Audit Committee is mainly responsible for reviewing and overseeing
the financial reporting procedure and internal control system of the Group.
Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee consists of four Directors, namely Mr.
Thavee Thaveesangsakulthai, Ms. Songvilai Jiraphothong, Ms. Pathamakorn Buranasin
and Ms. Supansa Kusonpattana Piriyaporn, with Ms. Pathamakorn Buranasin serving as
the chairperson. The Remuneration and Appraisal Committee is mainly responsible for
evaluating the remuneration polices for Directors and senior management of the Group
and making recommendations thereon to the Board.
Nomination Committee
The Nomination Committee consists of three Directors, namely Mr. Thavee
Thaveesangsakulthai, Ms. Songvilai Jiraphothong and Ms. Pathamakorn Buranasin, with
Mr. Thavee Thaveesangsakulthai serving as the chairperson. The Nomination Committee
is mainly responsible for identifying, screening and recommending to the Board qualified
candidates to serve as the Directors and monitoring the procedures for evaluating the
performance of the Board.
DIRECTORS AND SENIOR MANAGEMENT
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CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of the executive and non-executive Directors confirms that as of the Latest
Practicable Date, he or she did not have any interest in a business which competes or is
likely to compete, either directly or indirectly, with the Company’s business which would
require disclosure under Rule 8.10 of the Listing Rules.
Rule 3.09D of the Listing Rules
Each of the Directors confirms that he or she (i) has obtained the legal advice
referred to under Rule 3.09D of the Listing Rules on April 3, 2025, and (ii) understands his
or her obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his/her
independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing
Rules, (ii) he/she has no past or present financial or other interest in the business of the
Company or its subsidiaries or any connection with any core connected person of the
Company under the Listing Rules as of the Latest Practicable Date, and (iii) that there are
no other factors that may affect his/her independence at the time of his/her
appointments.
DIVERSITY
The Company has adopted the board diversity policy which sets out the objective
and approach for achieving and maintaining diversity of the Board in order to enhance its
effectiveness. In accordance with the board diversity policy, the Company seeks to achieve
board diversity by taking into account a number of factors, including but not limited to
gender, age, cultural and educational background, professional experience, skills,
knowledge and/or length of service.
The Board currently consists of three male and five female members, with three
executive Directors, one non-executive Director and four independent non-executive
Directors, of ages ranging from 42 to 61 with diversified backgrounds and experience. The
Board considers it has a balanced mix of skill-set, experience, expertise, and diversity
which enhances decision-making capability and the overall effectiveness of the Board in
achieving sustainable business operation and enhancing shareholder value.
Upon the Listing, the Nomination Committee will from time to time (i) discuss and
agree on expected goals to ensure board diversity, and (ii) review and, where necessary,
update the board diversity policy to ensure that the policy remains effective. The
Company will (i) disclose the biographical details of each Director and (ii) report on the
implementation of the board diversity policy (including whether we have achieved board
diversity) in its annual corporate governance report.
DIRECTORS AND SENIOR MANAGEMENT
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REMUNERATION OF THE DIRECTORS AND SENIOR MANAGEMENT
The Directors and senior management members who receive remuneration from the
Company are paid in forms of salaries, fees, bonuses, allowances, defined contribution
plans, defined benefit plans and other benefits in kind. The remuneration of the Directors
and senior management members is determined with reference to, among other things,
the remuneration paid by relevant companies in the same industry and their roles and
responsibilities within the Group.
The aggregate amount of remuneration (including salaries, fees, bonuses,
allowances, defined contribution plans and defined benefit plans) and other benefits in
kind paid to the Directors for the period from December 8, 2022 to December 31, 2023 and
for the year ended December 31, 2024 amounted to US$0.1 million and US$0.3 million,
respectively. The five highest paid employees for the period from December 8, 2022 to
December 31, 2023 and for the year ended December 31, 2024 included our chief executive.
The aggregate amount of remuneration (including salaries, bonuses, allowances, defined
contribution plans and defined benefit plans) and other benefits in kind of the remaining
highest paid employees who are neither a Director nor chief executive of the Group for the
period from December 8, 2022 to December 31, 2023 and for the year ended December 31,
2024 amounted to US$0.4 million and US$0.6 million, respectively.
Under the arrangement currently in force, the Company estimates that the
aggregate fixed remuneration (before tax) payable to the Directors for the year ending
December 31, 2025 is approximately US$0.5 million.
During the Track Record Period, no fees were paid by the Company to any of the
Directors (or former Directors) or the five highest paid individuals as an inducement to
join the Company or as compensation for loss of office. None of the Directors waived their
remuneration during the Track Record Period.
SHARE INCENTIVE SCHEME
In order to incentivize employees for their contribution to the Group and to attract
and retain suitable personnel to the Group, the Company adopted the 2025 Share
Incentive Scheme. For further details, see “Appendix IV — Statutory and General
Information — E 2025 Share Incentive Scheme”.
COMPLIANCE ADVISER
The Company has appointed Gram Capital Limited as its compliance adviser in
compliance with Rule 3A.19 of the Listing Rules. The material terms of the compliance
adviser’s agreement are as follows:
(i) Gram Capital Limited shall act as our compliance adviser for the purpose of
Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date
and ending on the date on which the Company complies with Rule 13.46 of the
Listing Rules in respect of the financial results for the first full financial year
commencing after the Listing Date;
(ii) the compliance adviser will provide the Company with certain services,
including proper guidance and advice as to compliance with the requirements
under the Listing Rules and applicable laws, regulations and rules;
DIRECTORS AND SENIOR MANAGEMENT
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(iii) the compliance adviser will, as soon as reasonably practicable, inform the
Company of any amendment or supplement to the Listing Rules announced
by the Stock Exchange from time to time, and of any amendment or
supplement to the applicable laws, regulations and rules in Hong Kong
applicable to the Company; and
(iv) the compliance adviser will act as one of the key channels of communication
of the Company with the Stock Exchange.
DIRECTORS AND SENIOR MANAGEMENT
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So far as is known to the Directors as at the Latest Practicable Date, immediately
following the completion of the Global Offering, each of following persons will have an
interest and/or short position (as applicable) in the Shares or underlying Shares which
would fall to be disclosed to the Company and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or will be, directly or indirectly, interested in 10%
or more of the issued voting rights of the Company:
Name of Shareholder Nature of Interest
Number of Shares Held
or Interested
Approximate Percentage
in the Total Issued
Share Capital
Immediately Following
the Completion of the
Global Offering
(assuming no Shares are
issued pursuant to the
exercise of the Awards
under the 2025 Share
Incentive Scheme)
Mr. Pongsakorn Pongsak Beneficial owner 14,690,000 5.51%
Interest in controlled
corporation (1)
160,000,000 60.00%
General Beverage Beneficial owner 160,000,000 60.00%
Note:
(1) As of the Latest Practicable Date, General Beverage was owned as to 91% by Mr. Pongsakorn
Pongsak. By virtue of the SFO, Mr. Pongsakorn Pongsak is deemed to be interested in the Shares
held by General Beverage.
Save as disclosed above, the Directors are not aware of any person who will,
immediately following the completion of the Global Offering, have an interest or short
position in the Shares or underlying shares of the Company which would be required to be
disclosed to the Company and the Stock Exchange under Divisions 2 and 3 of Part XV of
the SFO or will, directly or indirectly, be interested in 10% or more of the issued voting
shares of the Company or any other member of the Group.
SUBSTANTIAL SHAREHOLDERS
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SHARE CAPITAL
The following is a description of the issued and paid-up share capital of the
Company as of the date of this prospectus and Shares in issue and to be issued as fully
paid immediately following the completion of the Global Offering. Pursuant to the
Singapore Companies Act, companies incorporated in Singapore do not have an
authorised share capital and there is no concept of par value in respect of issued shares.
Number of
Shares
Shares in issue as of the date of this prospectus 225,000,000
Shares to be issued pursuant to the Global Offering 41,666,800
Total 266,666,800
ASSUMPTIONS
The above table assumes the Global Offering becomes unconditional and the issue
of Shares pursuant to the Global Offering is made as described herein. It does not take into
account of (a) any Shares which may be issued or repurchased by the Company under the
general mandates to issue or repurchase Shares granted to the Directors as described
below; and (b) any new Shares underlying any Awards which may be issued pursuant to
the 2025 Share Incentive Scheme.
RANKING
The Offer Shares are ordinary shares in the share capital of the Company and will
rank pari passu in all respects with all the Shares in issue or to be issued as mentioned in
this prospectus, and will qualify and rank equally for all dividends and other
distributions declared, made or paid by the Company on the Shares following the
completion of the Global Offering.
TREASURY SHARES
Shares purchased or acquired by the Company may be held as treasury Shares or
cancelled as provided in the Singapore Companies Act. See “Appendix III — Summary of
the Constitution of the Company and Singapore Company Law.” As of the Latest
Practicable Date, no treasury Shares are held by the Company. Under the Listing Rules, (i)
the listing of all Shares which are purchased by the Company which are held as treasury
Shares shall be retained, and the Company shall ensure that treasury Shares are
appropriately identified and segregated; and (ii) the listing of all Shares which are
purchased by the Company but not held as treasury Shares shall be automatically
cancelled upon purchase, and the documents of title of these purchased Shares shall be
cancelled and destroyed as soon as reasonably practicable following settlement of any
such purchase.
SHARE CAPITAL
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2025 SHARE INCENTIVE SCHEME
In order to incentivize employees for their contribution to the Group and to attract
and retain suitable personnel to the Group, the Company adopted the 2025 Share
Incentive Scheme. For further details, see “Appendix IV — Statutory and General
Information — E 2025 Share Incentive Scheme.”
GENERAL MANDATES GRANTED TO THE BOARD
Subject to the Global Offering becoming unconditional, general mandates have been
granted to the Board to allot and issue Shares and to repurchase Shares. See “Appendix IV
— Statutory and General Information — A. Further Information about the Company.”
SHARE CAPITAL
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The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial statements and the
related notes included in the Accountants’ Report in Appendix I to this prospectus. Our
consolidated financial statements have been prepared in accordance with IFRS.
The following discussion and analysis contain forward-looking statements that involve
risks and uncertainties. These statements are based on assumptions and analysis made by us in
light of our experience and perception of historical trends, current conditions and expected
future developments, as well as other factors we believe are appropriate under the
circumstances. Y ou should not place undue reliance on any such statements. Our actual future
results and timing of selected events could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth under “Risk
Factors,” “Forward-Looking Statements” and elsewhere in this prospectus.
For the purpose of this section, unless the context otherwise requires, (i) reference to
2022 refers to the year ended December 31, 2022, (ii) reference to 2023 refers to the financial
period ended December 31, 2023 (consisting of the period from December 8, 2022 to December
31, 2023) and (iii) reference to 2024 refers to the year ended December 31, 2024.
BASIS OF PREPARATION
Our financial information during the Track Record Period, consisting of the
financial period from December 8, 2022 to December 31, 2023 and the year ended
December 31, 2024, has been prepared in accordance with IFRS, which comprise all
standards and interpretations approved by the International Accounting Standards Board.
The financial statements have been prepared on a historical cost basis except as disclosed
in the accounting policies in note 2 to Appendix I — Accountants’ Report. The financial
statements are presented in United States Dollars (“ USD”o r“ US$”), which is our
functional currency, except when otherwise indicated. The financial statements of the
Group and our Company have been prepared on the basis that they will continue to
operate as a going concern.
Because IFB Singapore (our operating subsidiary) was incorporated on December 8,
2022, our financial information for the period ended December 31, 2023 consists of the
period from December 8, 2022 to December 31, 2023. Although the Business Restructuring
was completed on March 26, 2024, and our Company was incorporated on February 21,
2024, our historical financial statements are prepared as if our Company had been in
existence since our Group were under the control of General Beverage, which took place at
the time of the incorporation of IFB Singapore on December 8, 2022. See notes 2.1 and 2.2
to “Appendix I — Accountants’ Report.”
Our Track Record Period does not include the year ended December 31, 2022.
Financial information in 2022 presented in this Prospectus relates to that of the
International Business. See “— Selected Financial Information of the International
Business” for further details.
FINANCIAL INFORMATION
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OVERVIEW
We are a ready-to-consume beverage and food company rooted in Thailand.
Established in 2013, our if brand is a leader in introducing RTD natural coconut
water to mainland China, our largest market. Beyond mainland China, our products have
gained traction among consumers in Asian markets including Hong Kong, Singapore and
Taiwan, and have begun to establish a presence in other global markets.
We are the leader in the coconut water-related beverage market in mainland China
and Hong Kong and the fastest-growing company among the top five players in terms of
retail sales value in 2024. More specifically:
• Our revenue increased by 80.3% from US$87.4 million in 2023 to US$157.6
million in 2024.
• Our gross profit increased by 90.7% from US$30.3 million in 2023 to US$57.9
million in 2024.
• Our gross profit margin improved from 34.7% in 2023 to 36.7% in 2024.
• Our net profit increased by 98.9% from US$16.8 million in 2023 to US$33.3
million in 2024.
• Our net profit margin improved from 19.2% in 2023 to 21.1% in 2024.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION
Our business, results of operations and financial condition are affected by a number
of general factors influencing the overall global beverage market. These factors include
macroeconomic trends, industry development and competitive landscape in the market.
Any adverse development can have a negative impact on our results of operations. In
addition to these general factors, our results of operations are affected by the following
specific factors.
Global consumers’demand
Our results of operations have been and are expected to be affected by the global
consumers’ demand for healthy beverages and snacks, particularly coconut water. In 2022,
sales from coconut water accounted for more than 85% of the International Business’
revenue. In 2023 and 2024, sales from coconut water accounted for 93.8% and 95.6% of our
revenue for the same periods, respectively.
FINANCIAL INFORMATION
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According to CIC, the global coconut water-related beverage industry has grown
significantly, with the market expanding from USD2,516.7 million in 2019 to USD4,989.2
million in 2024, reflecting a CAGR of 14.7%. Over the next five years, the industry is
projected to continue its upward trajectory at a CAGR of 11.1%, reaching USD8,456.9
million by 2029. The coconut water-related beverage industry in Greater China has
expanded significantly, growing from USD101.8 million in 2019 to USD1,093.3 million in
2024, reflecting a CAGR of 60.8%. The market is projected to further expand at a CAGR of
19.4%, reaching USD 2,651.8 million by 2029.
We are the coconut water-related beverage category leader in mainland China and
Hong Kong, with 34% and 60% market share in mainland China and Hong Kong in 2024,
respectively according to CIC. We have achieved rapid growth in the past, and we believe
we are capable of grasping the significant global growth opportunities in the future.
Expansion into new geographic markets
We have successfully entered the Greater China market and believe there are
numerous underpenetrated local markets within Greater China, as well as in other
regions, that could benefit from our products.
We plan to continue expanding our business operations by offering our products
around the globe. As a result, we have entered new geographic markets where we have
limited or no experience in marketing, selling and distributing our products and may be
subject to increased business and financial risks. We may not be able to successfully sell
our products in our target geographies as a result of competition, low consumer demand,
as well as lack of effective distribution partners. Our growth could be affected if our
ability to penetrate these markets is impeded.
Brands and product development
Our product portfolio is centered around two trusted brands with Thai roots, our
flagship brand, if, and Innococo. if focuses on offering natural and healthy Thai beverages
and food products featuring concepts tailored for a variety of usage occasions, while
Innococo aims to offer a healthier alternative to conventional sports and energy drinks,
specifically targeting the athletic and active community. The strength and reputation of
our brands are essential to our business growth and long-term success. We are committed
to expanding our product offerings and geographic reach while investing in marketing
initiatives to deepen consumer engagement.
As consumer preferences continue to evolve, our success depends on our ability to
anticipate trends and develop products that meet emerging demands. We constantly look
for ways to improve taste of our products, add functional benefits and expand our
Thai-inspired offerings for new usage occasions and consumer needs, delivering tasty
nutritious products that resonate with and appeal to our consumers.
FINANCIAL INFORMATION
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Asset-light model
Our asset-light model has been an integral part in our ability to efficiently scale our
business and effectively compete in the markets. We partner with (i) co-packers for
manufacturing, (ii) third-party logistics providers for transportation, and (iii) third-party
distributors for sales and distribution. This model offers us production flexibility and
scalability while allowing us to focus on our core competencies, including brand and
product development, fulfillment process management, marketing and distribution.
The success of this model relies in part on partnerships across our value chain. We
believe that our scale of sourcing, along with the strength of our brands and products,
reinforces our relationships with suppliers and customers. We aim to drive continuous
operational improvements with our suppliers to enhance quality of our products, forge
and deepen our relationships with local distribution partners to expand into new
geographic markets.
Fulfillment process management
We currently source all of our coconut water in Thailand, and have built knowledge
and relationships through our collaboration with coconut farmers, collectors and
co-packers in Thailand. This creates a significant competitive advantage in Thai coconut
water. We plan to continue to strengthen our Thai coconut sourcing capabilities by
deepening our relationships with farmers, collectors and co-packers and empowering
them with know-hows and technologies to improve their ability to produce high-quality
coconut water.
As we continue to grow, our ability to replicate our asset-light model and source
coconut water from adjacent coconut-producing regions, while maintaining the taste and
quality will be critical. Expanding our sourcing regions allows us to enhance sourcing
flexibility, mitigate supply risks and support scalability.
Foreign exchange fluctuation
Substantially all of our sales are made in US$, while our cost of sales is not matched
in the same currency and is predominantly made in THB, being the currency of the
country where our existing suppliers are based. Our sales are transacted in US$, including
sales to our Chinese customers. US$ is assessed to be the functional currency of IFB
Singapore, the trading entity of the Group. Foreign exchange fluctuations largely arise
from our purchases made in currencies other than US$, mainly THB, which may affect our
gross margin. Foreign exchange translation risks arise from translating the financial
statements of our subsidiary in Thailand into US$ for consolidation purposes. We will
continue to monitor our foreign exchange exposure and will employ a formal policy to
manage our foreign exchange exposure more effectively.
MATERIAL ACCOUNTING POLICIES AND ESTIMATES
Note 2 to “Appendix I — Accountants’ Report” to this prospectus sets forth certain
material accounting policy information, which are important for understanding our
financial conditions and results of operations.
FINANCIAL INFORMATION
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Some of our accounting policies require us to apply estimates and assumptions as
well as complex judgments relating to accounting items. The estimates and assumptions
we use and the judgments we make in applying our accounting policies have a significant
impact on our financial position and results of operations. Our management continually
evaluates such estimates, assumptions, and judgments based on past experiences and
other factors, including industry practices and expectations of future events that are
believed to be reasonable under the circumstances. There has not been any material
deviation between our management’s estimates or assumptions and actual results, and we
have not made any material changes to these estimates or assumptions during the Track
Record Period. We do not expect any material changes in these estimates and assumptions
in the foreseeable future. See note 3 to “Appendix I — Accountants’ Report.”
RESULTS OF OUR OPERATIONS
Period from
December 8,
2022 to
December 31,
2023 2024
(in US$ thousands)
Revenue 87,442 157,648
Cost of sales (57,103) (99,789)
Gross profit 30,339 57,859
Other items of income
Interest income 1 1,096
Other income 127 279
Other items of expense
Selling and distribution expenses (3,198) (5,389)
Marketing expenses (3,663) (7,355)
Administrative expenses (2,696) (4,947)
Finance costs (43) (83)
Other expenses (679) (1,382)
Profit before tax 20,188 40,078
Income tax expense (3,434) (6,762)
Profit for the year 16,754 33,316
Profit for the year
Attributable to:
Owners of the parent 16,754 33,316
Non-controlling interest –* –*
* Amount less than US$1,000.
Because IFB Singapore (our operating subsidiary) was incorporated on December 8,
2022, the financial period for 2023 covers December 8, 2022 to December 31, 2023.
FINANCIAL INFORMATION
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NON-IFRS MEASURE
To supplement our consolidated financial statements that are presented in
accordance with IFRS, we also use adjusted profit for the year (a non-IFRS measure) and
adjusted net margin (a non-IFRS measure), as additional financial measures, which are not
required by, or presented in accordance with IFRS. We believe that these non-IFRS
measures facilitate comparisons of operating performance from period to period by
eliminating potential impact of certain items. We believe that these measures provide
useful information to investors and others in understanding and evaluating our
consolidated financial statements in the same manner as they help our management.
However, our presentation of adjusted profit for the year (a non-IFRS measure) and
adjusted net margin (a non-IFRS measure) may not be comparable to similar item
measures presented by other companies. The use of these non-IFRS measures has
limitations as an analytical tool, and you should not consider them in isolation from, or as
substitute for analysis of, our consolidated financial statements or financial condition as
reported under IFRS. We define adjusted profit for the year (a non-IFRS measure) as profit
for the year adjusted for listing expenses. We define adjusted net margin (a non-IFRS
measure) as adjusted profit for the year (a non-IFRS measure) as a percentage of our total
revenue.
Period from
December 8,
2022 to
December 31,
2023 2024
(in US$ thousands,
except for percentages)
Profit for the year 16,754 33,316
Add:
Listing expenses in connection to the
previous SGX-ST listing attempt 237 915
Listing expenses in connection with the
Global Offering (1) – 263
Adjusted profit for the year
(a non-IFRS measure) 16,991 34,494
Adjusted net margin (a non-IFRS
measure) 19.4% 21.9%
Notes:
(1) We expect most of the listing expenses in connection with the Listing and the Global Offering are
to be recorded in 2025.
Our adjusted profit for the year (a non-IFRS measure) increased from US$17.0
million in 2023 to US$34.5 million in 2024, primarily due to improved profitability, driven
by continued business growth leveraging our asset-light model.
FINANCIAL INFORMATION
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SELECTED FINANCIAL INFORMATION OF THE INTERNATIONAL BUSINESS
The following presents selected financial information as of and for the year ended
December 31, 2022 related to International Business, prior to the segregation of
International Business from the other business lines under General Beverage as part of the
Business Restructuring in December 2022. See “History, Reorganisation and Corporate
Structure — Establishment and Development of the Group” for more details.
The selected financial information for 2022 relating to the International Business
below were extracted from the management accounts of General Beverage and were
prepared in accordance with IFRS. Only selected financial information of the International
Business were presented due to the following reasons:
First, we cannot apply common control accounting to the International Business’
historical financial information because the Business Restructuring does not qualify as a
business combination under common control. As part of the Business Restructuring,
effective from 1 January 2023, only intangible assets comprising the if and Innococo related
trademarks were transferred to us. Such transfer does not constitute a transfer of
“business” under IFRS 3 Business Combinations, because a “business” under IFRS 3
Business Combinations is required to be an integrated set of activities and assets that is
capable of being conducted and managed for the purpose of providing goods or services
to customers.
Second, it is unduly burdensome, or even impracticable for us to prepare the
International Business’s financial statements for 2022 pursuant to HKSIR 200 Appendix 2
for the following reasons:
(i) “Carve-out” approach in compliance with HKSIR 200 Appendix 2 cannot be
adopted. The International Business does not qualify as a “carve-out
business” because it was never separately managed when it was part of
General Beverage and was only considered one of the revenue streams or
business line of General Beverage before the Business Restructuring.
Managed as an integrated business, General Beverage did not maintain
separate accounting records for all accounts for its three business lines, and it
is not able to retroactively identify these accounts for the International
Business with supporting accounting records or other evidence. Accordingly,
General Beverage is unable to allocate its historical cost of sales for 2022 to the
International Business in a manner that is rational and consistent with 2023 in
compliance with the guidance of HKSIR 200 Appendix 2.
FINANCIAL INFORMATION
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(ii) Applying assumptions when allocating costs are not appropriate under
Paragraph 10, 14 of HKSIR 200 Appendix 2 and Conceptual Framework of
Financial Reporting even if common control accounting can be applied.
• If overheads or “notional” gross margin are allocated on a consistent
basis proportionate to the sales of the International Business relative to
General Beverage’s total sales, the financial information for the
International Business would still not be comparable to our financial
information from 2023 onward, due to the differences in operational
models between General Beverage and our Group. For example,
expenses such as depreciation and maintenance costs for manufacturing
plants and machinery, as well as interest expenses on loans for
fundraising purposes, are overheads shared across all business lines in
General Beverage. These costs would need to be excluded from any cost
allocation, as we operate an asset-light, loan-free model, in contrast to
General Beverage’s manufacturing and distribution-based model. In
addition, General Beverage could not identity the production costs
associated with the International Business in 2022, as production costs
were not separately recorded and were commingled with the domestic
and manufacturing businesses of General Beverage.
• Even though General Beverage is able to allocate its historical cost of
sales for 2022 to the International Business based on sales volume, the
resulting 2022 gross margin of the International Business will not be
rational and consistent with our 2023 gross margin due to the
fundamental shift in the business model from a manufacturing and sales
operations to an asset-light distribution only business model. See
“History, Reorganisation and Corporate Structure — Establishment and
Development of the Group.”
• Under the guidance of HKSIR 200 Appendix 2, it is inappropriate to
apply notional adjustments, such as applying our gross margin in 2023
to the International Business’s gross margin in 2022 to recognize costs in
order to make the 2022 “track record” more consistent with our
operations following the Business Restructuring. Without such
necessary adjustments, there is no rational or consistent basis for
allocating the relevant cost amounts to the International Business on a
historical basis. On the other hand, the costs items produced based on
such adjustments cannot be considered historical financial information.
Specific assumptions for notional adjustments cannot be reasonably
assured or presented in a manner that investors can clearly
comprehend, which is not appropriate under the guidance of
Conceptual Framework for Financial Reporting.
FINANCIAL INFORMATION
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For the reasons above, the Directors are of the view that it is unduly burdensome, or
even impracticable for us to prepare the International Business’s financial statements for
2022 pursuant to HKSIR 200 Appendix 2. Taking into account the basis of the Director’s
view and the independent due diligence work conducted by the Sole Sponsor, nothing has
come to the attention of the Sole Sponsor that would reasonably cause it to cast doubt on
such Director’s view.
In connection with the Global Offering, our reporting accountants have performed
certain agreed-upon procedures for the selected unaudited financial information of the
International Business for 2022 based on the International Standard on Related Services
4400 (Revised) Agreed-upon Procedures Engagements (“ISRS 4400 (Revised)”). These
agreed-upon procedures include:
• confirmed with management the products and geographical coverage of the
International Business in 2022;
• obtained management prepared financial information of unaudited revenue
and marketing expenses for the financial year ended December 31, 2022, and
trade receivables, advance payments received from customers and accrued
marketing expenses as at December 31, 2022 (“Selected Financial
Information”) presented in Thai Baht for the International Business. Agreed
the Selected Financial Information to General Beverage’s financial records
prepared in accordance with Thai Financial Reporting Standard for
Non-Publicly Accountable Entities (TFRS for NPAEs);
• agreed the Selected Financial Information above to the IFRS Reconciliation
Schedule (the “ Schedule”) prepared by management for the financial year
ended December 31, 2022;
• inquired of any reconciling items between TFRS for NPAEs and IFRS in the
Schedule and traced to supporting documents for the reconciling items.
Recomputed the mathematical accuracy of the Schedule from TFRS for NPAEs
to IFRS; and
• recomputed the mathematical accuracy of the translation of the Selected
Financial Information in the Schedule from Thai Baht to United States dollar
based on the exchange rates provided by the management for the financial
year ended December 31, 2022.
FINANCIAL INFORMATION
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The Selected Financial Information of the International Business have not been
audited nor reviewed, and do not provide complete financial information of the
International Business or comparable financial information to our results of operation in
2023 or 2024. Therefore, we caution you not to place undue reliance on such data when
considering whether to invest in our Shares.
2022
(in US$
thousands)
Revenue 44,548
Marketing expenses 365
As of
December 31,
2022
(in US$
thousands)
Trade receivables (1) 1,654
Accrued marketing expenses (2) 262
Advance payments received from customers (3) 455
Notes:
(1) Represent trade receivables relating to the International Business, and exclude other receivables
of the International Business.
(2) Represent accrued marketing expenses relating to the International Business, and do not
represent all trade and other payables of the International Business.
(3) Represent advance payments received from customers and do not represent all other current
liabilities of the International Business.
Disaggregation of revenue of the International Business
2022
US$ %
(in thousands,
except for percentages)
Mainland China 34,808 78.1
Hong Kong 7,241 16.3
Others
(1) 2,499 5.6
Total 44,548 100.0
Note:
(1) Others include a total of 16 markets, such as Singapore, Taiwan, Cambodia, each contributing
only a small fraction to the total revenue of the International Business.
FINANCIAL INFORMATION
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Revenue
The International Business’s revenue in 2022 was US$44.5 million. Our revenue in
2023 was US$87.4 million, higher by 96.3%, primarily due to an increase in sales volume
from if coconut water in mainland China, as we executed effective marketing campaigns
to drive sales.
Sales from coconut water, accounting for 93.8% of our revenue in 2023, grew by
110.5%, from US$39.0 million generated by the International Business in 2022 to US$82.0
million in 2023. Sales from coconut water accounted for more than 85% of the
International Business’s sales in 2022. Our revenue in mainland China, accounting for
91.4% of our revenue in 2023, grew by 129.6% from US$34.8 million generated by the
International Business in 2022 to US$79.9 million in 2023, primarily due to our increased
marketing efforts, including appointing Zhao Lusi as our brand ambassador in 2023.
As a new company, we strategically ramped up marketing spending to enhance our
corporate profile and branding. The marketing expenses of the International Business
amounted to US$0.4 million in 2022, compared to US$3.7 million we incurred in 2023. We
supported distributors in increasing sales across major e-commerce and social media
platforms, such as Tmall, JD.com and Douyin, through targeted online campaigns,
including promotional sales and live-streaming events. These initiatives not only drove
sales volume and enhanced brand awareness, but also helped generate traffic to our
online stores.
In comparison, the International Business’s online presence was relatively limited in
2022. In addition, we and our distributors conducted offline marketing campaigns to
penetrate into more local supermarkets, wholesale and general trade stores, compared to
International Business’s relatively limited offline channels in 2022.
Our revenue in Hong Kong, accounting for 5.6% of our revenue in 2023, decreased
by 31.9% from US$7.2 million generated by the International Business in 2022 to US$4.9
million in 2023, as our contract relationship with a customer in Hong Kong was negotiated
and finalized in the second quarter of 2023. The customer in Hong Kong is our main
distributor in the region. Prior to the Business Restructuring, this customer served as the
main distributor of the International Business in Hong Kong. Following the Business
Restructuring, the customer relationship was transitioned from General Beverage to us,
and the terms of the distribution agreement were negotiated and finalized in the second
quarter of 2023.
As a result of our higher sales in 2023, our trade receivables as of December 31, 2023
amounted to US$3.0 million, compared to US$1.7 million recognized by the International
Business as of December 31, 2022.
FINANCIAL INFORMATION
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Marketing expenses
The marketing expenses of the International Business amounted to US$0.4 million in
2022, compared to US$3.7 million we incurred in 2023. The International Business
maintained a dedicated sales and marketing team responsible for conducting marketing
campaigns and related promotional activities targeting overseas markets and overseas
consumers in 2022. The marketing expenses incurred in 2022 were mainly attributable to
volume-based rebates to distributors and engagement of KOLs for online marketing
initiatives, which were separately identifiable from those incurred by General Beverage’s
other two business lines, namely the domestic sales business and the manufacturing
services for third-party brands. These other business lines were supported by General
Beverage’s separate in-house sales and marketing teams, focusing on distinct market and
customer base. In particular, the marketing activities for the domestic sales business target
Thailand domestic market and local consumers, and the marketing activities for
manufacturing services target food and beverage brand companies that are in need of
contract manufacturing services. These two teams incurred marketing expenses distinct
and separate from the team for the International Business.
Our company was established in response to growth in the sales of International
Business. As a new company, we strategically ramped up marketing spending to enhance
our corporate profile and branding, with a particular focus on mainland China, to capture
market opportunities. Notably, the International Business mainly relied on distributors to
promote its products by offering distributors volume-based rebates, which facilitated
their consumer-facing promotion activities, such as the distribution of free samples and
the offering of promotional discounts. In contrast, we invested more in building brand
equity directly since 2023, such as engaging prominent brand ambassadors, as well as
launching impactful advertisements and other out-of-home advertising initiatives.
Balance sheet items
As of December 31, 2022, the International Business had a trade receivables balance
of US$1.7 million, compared to our balances of US$3.0 million and US$7.0 million as of
December 31, 2023 and 2024, respectively. The increase in trade receivables was primarily
attributable to a higher volume of goods in transit, driven by our growth in sales during
2023 and 2024.
Advance payments received from customers by the International Business
amounted to US$0.5 million as of December 31, 2022, compared to our balances of US$0.1
million and US$0.1 million as of December 31, 2023 and 2024, respectively. The year-end
balances are immaterial, and changes in year-end balance primarily reflect timing
difference in receiving advance payment and fulfillment of the related performance
obligations arising from contract with customers.
As of December 31, 2022, accrued marketing expenses for the International Business
totaled US$0.3 million, compared to our balances of US$0.05 million and US$0.4 million as
of December 31, 2023 and 2024, respectively. The year-end balances are immaterial, and
changes in year-end balance primarily reflect routine settlement of transactions.
There was no material impairment of trade receivables related to the International
Business in 2022.
FINANCIAL INFORMATION
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PRINCIPAL COMPONENTS OF RESULTS OF OPERATIONS
Because IFB Singapore (our operating subsidiary) was incorporated on December 8,
2022, the financial period for 2023 covers December 8, 2022 to December 31, 2023.
Revenue
During the Track Record Period, we generate revenue from sales of beverages and
snacks, in particular, coconut water under our if brand. In 2023 and 2024, sales from
coconut water accounted for 93.8% and 95.6% of our revenue for the same periods.
By brand
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
if 74,541 85.3 131,338 83.3
Innococo 12,617 14.4 26,239 16.6
Others (1) 284 0.3 71 0.1
Total 87,442 100 157,648 100
Notes:
(1) Others mainly represent legacy sales of General Beverage’s VITADAY beverage products
previously distributed by the International Business in markets outside Thailand, which we
ceased to offer in 2024. Sales in 2024 were minimal and were primarily conducted to utilize
inventory carried over from the previous year.
By product
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Coconut water-related
beverage
Coconut water 82,012 93.8 150,642 95.6
Other coconut
water-related 2,797 3.2 3,085 1.9
Other beverages 2,202 2.5 3,522 2.2
Plant-based snacks 431 0.5 399 0.3
Total 87,442 100.0 157,648 100.0
FINANCIAL INFORMATION
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By region
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Mainland China 79,917 91.4 145,657 92.4
Hong Kong 4,934 5.6 7,202 4.6
Others
(1) 2,591 3.0 4,789 3.0
Total 87,442 100 157,648 100
Notes:
(1) Others include Singapore, Taiwan, Cambodia, Thailand, United States of America, Malaysia,
Canada, Australia, Kuwait, and other locations.
During the Track Record Period, mainland China accounted for majority of our total
revenue, and we expect this to continue to be a major contributor to our total revenue in
the foreseeable future.
Cost of sales
During the Track Record Period, our cost of sales substantially consists of finished
goods sold.
Gross profit and gross profit margin
Gross profit is the amount of revenue less cost of sales, and gross profit margin is the
percentage of gross profit over revenue.
By brand
Period from
December 8, 2022 to
December 31, 2023 2024
Gross
profit
Gross
profit
margin %
Gross
profit
Gross
profit
margin %
(in US$ thousands, except for percentages)
if 25,624 34.4 48,024 36.6
Innococo 4,658 36.9 9,819 37.4
Others (1) 57 20.1 16 22.5
Total/Overall 30,339 34.7 57,859 36.7
FINANCIAL INFORMATION
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Notes:
(1) Others mainly represent legacy sales of General Beverage’s VITADAY beverage products
previously distributed by the International Business in markets outside Thailand, which we
ceased to offer in 2024. Sales in 2024 were minimal and were primarily conducted to utilize
inventory carried over from the previous year.
By product
Period from
December 8, 2022 to
December 31, 2023 2024
Gross
profit
Gross
profit
margin %
Gross
profit
Gross
profit
margin %
(in thousands, except for percentages)
Coconut water-related
beverage 29,808 35.1 56,961 37.1
Coconut water 29,126 35.5 56,045 37.2
Other coconut
water-related 682 24.4 916 29.7
Other beverages 386 17.5 749 21.3
Plant-based snacks 145 33.6 149 37.3
Total 30,339 34.7 57,859 36.7
By region
Period from
December 8, 2022 to
December 31, 2023 2024
Gross
profit
Gross
profit
margin %
Gross
profit
Gross
profit
margin %
(in thousands, except for percentages)
Mainland China 27,739 34.7 53,541 36.8
Hong Kong 1,891 38.3 2,839 39.4
Others
(1) 709 27.4 1,479 30.9
Total 30,339 34.7 57,859 36.7
FINANCIAL INFORMATION
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Notes:
(1) Others include Singapore, Taiwan, Cambodia, Thailand, United States of America, Malaysia,
Canada, Australia, Kuwait, and other locations.
Other items of income
Our other items of income include (i) interest income from bank balances and
short-term deposits and (ii) royalty income. In 2023 and 2024, our other items of income
amounted to US$0.1 million and US$1.4 million, respectively, representing 0.1% and 0.9%
of our total revenue in the respective periods.
Selling and distribution expenses
Our selling and distributions expenses primarily include (i) transportation and
delivery expenses, (ii) staff cost, (iii) third-party service fee, primarily relating to fees paid
to a U.S.-based marketing agency engaged to promote our products in the local market
and (iv) others which include packaging materials and sample products to customers.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Transportation and
delivery expenses 2,703 84.5 4,599 85.3
Staff cost 246 7.7 327 6.1
Third-party service fee 72 2.3 201 3.7
Others 177 5.5 262 4.9
Total 3,198 100.0 5,389 100.0
as % of total revenue 3.7 3.4
FINANCIAL INFORMATION
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--- page 300 ---
Marketing expenses
Our marketing expenses primarily include (i) advertising expenses, (ii) other
marketing expenses, such as trade fair exhibition expenses, public relations expenses and
marketing research expenses, (iii) staff cost and (iv) others which mainly include research
and development expenses.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Advertising expenses 2,306 62.9 5,564 75.6
Other marketing
expenses 1,172 32.0 1,475 20.1
Staff cost 178 4.9 282 3.8
Others 7 0.2 34 0.5
Total 3,663 100.0 7,355 100.0
as % of total revenue 4.2 4.7
Administrative expenses
Our administrative expenses primarily include (i) amortization and depreciation
mainly relating to our trademarks purchased from General Beverage, (ii) professional fees
mainly in relation to our previous listing attempt on the SGX-ST, (iii) staff cost, (iv) travel
and (v) others which primarily include entertainment, office upkeep, utilities and others.
Period from
December 8, 2022 to
December 31, 2023 2024
US$ % US$ %
(in thousands, except for percentages)
Amortization and
depreciation 1,156 42.9 1,290 26.1
Professional fees
(including auditor’s
remuneration) 567 21.0 1,603 32.4
Staff cost 609 22.6 1,298 26.2
Travel 70 2.6 333 6.7
Others 294 10.9 423 8.6
Total 2,696 100 4,947 100
as % of total revenue 3.1 3.1
FINANCIAL INFORMATION
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Finance costs
Our finance costs comprise (i) bank charges and (ii) interest expense on lease
liabilities. In 2023 and 2024, our finance expenses amounted to US$43 thousands and
US$83 thousands, respectively, representing 0.1% and 0.1% of our total revenue in 2023
and 2024, respectively.
Other expenses
Our other expenses comprise net foreign exchange loss. In 2023 and 2024, our other
expenses amounted to US$0.7 million and US$1.4 million, respectively, representing 0.8%
and 0.9% of our total revenue in 2023 and 2024, respectively.
Income tax expense
We are subject to income tax on an entity basis on profits arising in or derived from
the tax jurisdictions in which the members of our Group are domiciled and operate. Our
income tax expense comprises current tax and deferred tax. For details, see note 13 to
“Appendix I — Accountants’ Report.”
Singapore corporate income tax has been provided at the rate of 17% on the taxable
profits of our Company and our Singapore subsidiary during the Track Record Period.
Our Thailand subsidiary is subject to tax at the statutory rate of 20% on its taxable profits.
As of the Latest Practicable Date and during the Track Record Period, we had
fulfilled all our tax obligations and did not have any unresolved tax disputes.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
2024 compared to 2023 (period from December 8, 2022 to December 31, 2023)
Revenue
Our revenue increased by 80.3% from US$87.4 million in 2023 (period from
December 8, 2022 to December 31, 2023) to US$157.6 million in 2024 primarily due to an
increase in sales volume from coconut water in mainland China, as a result of our
continued efforts to penetrate the market, while our average selling prices per liter
remained relatively stable. We expanded our product offerings with more size options to
appeal to a broader consumer base and continued to execute effective marketing
campaigns to drive sales. Sales from coconut water, accounting for 95.6% of our revenue in
2024, grew by 83.7%, from US$82.0 million in 2023 (period from December 8, 2022 to
December 31, 2023) to US$150.6 million in 2024. Our revenue in mainland China,
accounting for 92.4% of our revenue in 2024, grew by 82.3% from US$79.9 million in 2023
(period from December 8, 2022 to December 31, 2023) to US$145.7 million in 2024.
We offered 32 products in 2024, compared to 19 products in 2023. We use packaging
of different sizes and designs to expand the number of our SKUs to cater to different usage
occasions and consumer preferences. We consider different SKUs that share the same
recipe or formula to be a single product, regardless of their unit size or packaging.
FINANCIAL INFORMATION
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We appointed Xiao Zhan as our brand ambassador in 2024 to connect with Chinese
audiences and collaborated with influential KOLs to amplify our brand presence across
key social media platforms like Douyin and Xiaohongshu. In addition, we carried out
offline marketing campaigns to expand our presence in local supermarkets, wholesale and
general trade stores, such as in-store brand activation activities aimed at engaging directly
with consumers. As a result, revenue from our China distributor focused on distributing if
products through online platforms, Customer A, increased by 71.1% from US$43.3 million
in 2023 (period from December 8, 2022 to December 31, 2023) to US$74.1 million in 2024.
Revenue from our China distributor focused on distributing if products in offline
channels, Customer B, increased by 97.4% from US$22.7 million in 2023 (period from
December 8, 2022 to December 31, 2023) to US$44.8 million in 2024. Revenue from our
China distributor focused on distributing Innococo products, Customer C, increased by
92.8% from US$13.9 million in 2023 (period from December 8, 2022 to December 31, 2023)
to US$26.8 million in 2024.
Our revenue in Hong Kong, accounting for 4.6% of our revenue in 2024, grew by
46.0% from US$4.9 million in 2023 (period from December 8, 2022 to December 31, 2023) to
US$7.2 million in 2024, due to (i) finalizing contract relationship with the customer in
Hong Kong in 2023 (period from December 8, 2022 to December 31, 2023), and (ii) an
increase in sales volume of coconut water, coconut water-related beverage and other
beverages, as we continued to offer new products to engage more consumers.
Cost of sales
Our cost of sales increased by 74.8% from US$57.1 million in 2023 (period from
December 8, 2022 to December 31, 2023) to US$99.8 million in 2024, primarily due to an
increase in purchases from our co-packers to support our sales growth.
Gross profit and gross profit margin
Our gross profit increased by 90.7% from US$30.3 million in 2023 (period from
December 8, 2022 to December 31, 2023) to US$57.9 million in 2024, primarily due to
increase in our sales. Our gross profit margin increased from 34.7% in 2023 (period from
December 8, 2022 to December 31, 2023) to 36.7% in 2024, primarily due to (i) a higher mix
of sales from coconut water, which grew from 93.8% of our revenue in 2023 (period from
December 8, 2022 to December 31, 2023) to 95.6% of our revenue in 2024, and (ii) favorable
foreign currency movements, as THB weakened against US$ in 2024. Coconut water
generally has better margin profile compared to our other products, primarily due to
economies of scale, for example, lower level of co-packing fees, as we procured it in
significant larger volumes compared to our other products.
FINANCIAL INFORMATION
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Our gross profit in mainland China increased by 93.0% from US$27.7 million in 2023
(period from December 8, 2022 to December 31, 2023) to US$53.5 million in 2024, and our
gross profit margin in mainland China increased from 34.7% in 2023 (period from
December 8, 2022 to December 31, 2023) to 36.8% in 2024, due to primarily (i) a higher mix
of sales from coconut water, which grew from 94.4% of our revenue from mainland China
in 2023 (period from December 8, 2022 to December 31, 2023) to 96.0% of our revenue from
mainland China in 2024, and (ii) favorable foreign currency movements, as THB
weakened against US$ in 2024.
Other items of income
Our other items of income increased by 974.2% from US$0.1 million in 2023 (period
from December 8, 2022 to December 31, 2023) to US$1.4 million in 2024, primarily due to
increase in interest income from our bank balances and short-term deposits. As a result,
our other items of income as a percentage of our total revenue increased from 0.1% in 2023
(period from December 8, 2022 to December 31, 2023) to 0.9% in 2024.
Selling and distribution expenses
Our selling and distribution expenses increased by 68.5% from US$3.2 million in
2023 (period from December 8, 2022 to December 31, 2023) to US$5.4 million in 2024,
primarily due to increase in transportation and delivery expense as our businesses grew.
Our selling and distribution expenses as a percentage of our total revenue remained
stable.
Marketing expenses
Our marketing expenses increased by 100.8% from US$3.7 million in 2023 (period
from December 8, 2022 to December 31, 2023) to US$7.4 million in 2024, primarily due to
higher advertising investments aimed at expanding our brand presence in China across
various channels and platforms to drive sales growth. We remained focused on
cost-effective marketing strategies, ensuring that our budget aligned with revenue
growth. As a result, marketing expenses as a percentage of total revenue increased from
4.2% in 2023 (period from December 8, 2022 to December 31, 2023) to 4.7% in 2024,
reflecting disciplined spending relative to our increased sales.
Administrative expenses
Our administrative expenses increased by 83.5% from US$2.7 million in 2023
(period from December 8, 2022 to December 31, 2023) to US$4.9 million in 2024, primarily
due to an increase in professional fees, which related to listing expenses incurred in
connection with our previous listing attempt on the SGX-ST, and an increase in staff cost
as we recruited more personnel. Our administrative expenses as a percentage of our total
revenue remained stable at 3.1% in 2023 (period from December 8, 2022 to December 31,
2023) and 2024.
FINANCIAL INFORMATION
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Finance costs
Our finance costs increased by 93.0% from US$43 thousands in 2023 (period from
December 8, 2022 to December 31, 2023) to US$83 thousands in 2024. Our finance costs as
a percentage of our total revenue remained stable at 0.1% in 2023 (period from December
8, 2022 to December 31, 2023) and 2024.
Other expenses
Our other expenses increased by 103.5% from US$0.7 million in 2023 (period from
December 8, 2022 to December 31, 2023) to US$1.4 million in 2024, primarily due to net
loss on foreign exchange due to fluctuations in foreign currencies. Our other expenses as a
percentage of our total revenue remained stable at 0.8% and 0.9% in 2023 (period from
December 8, 2022 to December 31, 2023) and 2024, respectively.
Income tax expense
Our income tax expense increased by 96.9% from US$3.4 million in 2023 (period
from December 8, 2022 to December 31, 2023) to US$6.8 million in 2024, which is in line
with the growth of our profit before tax.
Profit for the Year
As a result of the foregoing, our profit for the year increased by 98.9% from US$16.8
million in 2023 (period from December 8, 2022 to December 31, 2023) to US$33.3 million in
2024.
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period, we financed our operations primarily through cash
generated from operations. As of December 31, 2024 and April 30, 2025, we had cash and
cash equivalents of US$54.8 million and US$36.0 million, respectively.
Going forward, we believe our liquidity requirements will be satisfied by using
funds from a combination of cash generated from operations and net proceeds from the
Global Offering.
Taking into account the net proceeds from the Global Offering and cash generated
from operations, our Directors believe that we have sufficient working capital to meet our
present and future cash requirements for at least the next 12 months from the date of
publication of this Prospectus.
FINANCIAL INFORMATION
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Net current assets/liabilities
As of December 31,
As of
April 30,
2023 2024 2025
(in US$ thousands)
(unaudited)
Current assets
Inventories 447 1,044 1,535
Trade receivables 2,989 7,045 9,893
Other receivables 546 447 418
Prepaid operating expenses 368 938 1,955
Cash and cash equivalents 15,599 54,818 36,019
Total current assets 19,949 64,292 49,820
Current liabilities
Trade payables 7,619 15,672 16,456
Other payables 5,899 2,802 4,246
Contract liabilities 85 135 673
Lease liabilities 19 84 78
Income tax payable 3,263 6,703 8,874
Total current liabilities 16,885 25,396 30,327
Net current assets 3,064 38,896 19,493
Comparison between April 30, 2025 and December 31, 2024
Our net current assets decreased from US$38.9 million as of December 31, 2024 to
US$19.5 million as of April 30, 2025, primarily due to decrease in cash and cash
equivalents as a result of distribution of dividends.
Comparison between December 31, 2024 and December 31, 2023
Our net current assets increased from US$3.1 million as of December 31, 2023 to
US$38.9 million as of December 31, 2024, primarily due to an increase in trade receivables,
and cash and cash equivalents and a decrease in other payables, partially offset by a
decrease in other receivables and an increase in trade payables and income tax payables.
SELECTED BALANCE SHEET ITEMS
Inventories
Our inventories consist solely of goods-in-transit (at the lower of cost or net
realizable value) in 2023 and 2024 as we operate without any warehouse.
FINANCIAL INFORMATION
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As of December 31,
2023 2024
(in US$ thousands)
Goods-in-transit 447 1,044
Our inventories increased by 133.6% from US$0.4 million in 2023 to US$1.0 million
in 2024, due to higher volume of goods in transit, as a result of increased sales in 2024.
Our inventory turnover days for each period equals the average of the beginning
and ending balances of inventories for that period divided by cost of sales for that period
and multiplied by the number of days in that period.
Period from
December 8,
2022 to
December 31,
2023 2024
Inventory turnover days 2 3
Our inventory turnover increased from two days in 2023 to three days in 2024 due to
higher volume of goods in transit at the end of 2024, as a result of increase demand in
sales.
As of April 30, 2025, 100% of our total inventories as of December 31, 2024 were
utilized or sold.
Trade receivables
Our trade receivables mostly represent trade receivables from customers for goods
in transit during the Track Record Period as we recognized trade receivables upon
delivery of the goods on board vessels at the designated port. As such, trade receivables
mainly represent short-term outstanding payments for shipments that are in transit. Our
trade receivables from holding company are trade in nature. The table below sets forth the
breakdown of our trade receivables as of the dates indicated.
FINANCIAL INFORMATION
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--- page 307 ---
As of December 31,
2023 2024
(in US$ thousands)
Third parties 2,985 7,107
General Beverage 4 –
Impairment – (62)
Total 2,989 7,045
Our trade receivables increased by 135.7% from US$3.0 million in 2023 to US$7.0
million in 2024, primarily due to higher volume of goods in transit, driven by our
increased sales in 2024.
As at 31 December 2023 and 2024, all of our trade receivables were due within one
year or less.
Our trade receivable turnover days for each period equals the average of the
beginning and ending balances of trade and bills receivables for that period divided by
revenue for that period and multiplied by the number of days in that period.
Period from
December 8,
2022 to
December 31,
2023 2024
Trade receivables turnover days 7 12
Our trade receivables turnover days increased from seven days in 2023 to twelve
days in 2024, due to higher ending balance of trade receivables as a result of higher
volume of goods in transit at the end of 2024, driven by our increased sales in 2024.
Our impairment from trade receivables changed from nil in 2023 to US$62
thousands in 2024 as we recorded impairment for receivables which were more than 90
days overdue that became uncollectible based on our assessment.
As of April 30, 2025, 99.8% of our total trade receivables as of December 31, 2024, or
US$7.0 million, were collected.
FINANCIAL INFORMATION
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Other receivables
Our other receivables primarily represent amounts due to us from transactions
outside of the ordinary course of business, such as non-goods and service-related
transactions. The table below sets forth the breakdown of our other receivables as of the
dates indicated.
As of December 31,
2023 2024
(in US$ thousands)
Current:
Third-party receivables 116 303
Refundable deposits 14 5
Advances to third parties 8 1
Amounts due from holding company 408 138
Non-current:
Refundable deposits – 15
Pledged deposits – 15
Total 546 477
Our other receivables decreased by 12.6% from US$546 thousands in 2023 to US$477
thousands in 2024, primarily due to a decrease in amounts due from holding company
(General Beverage), which mainly relates to the repayment by General Beverage of
outstanding customer rebates we had advanced in connection with the transactions
conducted by the International Business in 2022. Such decrease is partially offset by an
increase in third-party receivables due to increased purchase rebate we received from our
suppliers. The ending balance of the amounts due from General Beverage in 2024 related
to the royalty payments, which is non-trade in nature. Such ending balance has been fully
settled.
Trade payables
Our trade payables primarily represent trade payables for finished goods from
co-packers. Our trade payables to holding company are trade in nature. The table below
sets forth the breakdown of our trade payables as of the dates indicated.
FINANCIAL INFORMATION
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--- page 309 ---
As of December 31,
2023 2024
(in US$ thousands)
Third parties 6,792 15,134
General Beverage 827 538
Total 7,619 15,672
Our trade payables increased by 105.7% from US$7.6 million in 2023 to US$15.7
million in 2024, in line with the high volume of sales in 2024.
As of 31 December 2023 and 2024, all of our trade payables were due within one year
or less.
Trade payable turnover days for each period equals the average of the beginning
and ending balances of trade payables for that period divided by cost of sales for that
period and multiplied by the number of days in that period.
Period from
December 8,
2022 to
December 31,
2023 2024
Trade payables turnover days 26 43
Our trade payables turnover days increased from 26 days in 2023 to 43 days in 2024,
due to higher ending balance of trade payables as a result of higher volume of goods in
transit at the end of 2024, driven by our increased sales in 2024.
As of April 30, 2025, 99.99% of our total trade payables as of December 31, 2024, or
US$15.7 million, were settled.
FINANCIAL INFORMATION
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Other payables
Our other payables primarily include accruals, amounts due to holding company
(General Beverage), provision for rebates and others. The table below sets forth the
breakdown of our other receivables as of the dates indicated.
As of December 31,
2023 2024
(in US$ thousands)
Current:
Accruals 755 1,557
Amounts due to holding company 4,005 167
Provision for unutilized leave 4 –
Provision for rebates 1,052 945
Others 52 132
Value-added tax payable, net 31 1
Non-current:
Amounts due to holding company 3,747 –
Total 9,646 2,802
Our other payables decreased by 71.0% from US$9.6 million in 2023 to US$2.8
million in 2024, primarily due to a decrease in amounts due to General Beverage as we
paid the consideration for the trademarks of if and Innococo to General Beverage in full in
2024, partially offset by an increase in accruals mainly from marketing expenses incurred
in mainland China. The ending balance of the amounts due to holding company in 2024
related to management support service fees, which is non-trade in nature. Such ending
balance will be fully settled before the Listing.
FINANCIAL INFORMATION
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CASH FLOWS
The table below sets forth our cash flows for the periods indicated.
Period from
December 8,
2022 to
December 31,
2023 2024
(in US$ thousands)
Profit before tax 20,188 40,078
Adjustments for:
Depreciation of plant and equipment 18 86
Amortisation of intangible asset 1,124 1,124
Depreciation of right-of-use assets 14 80
Unrealised foreign currency exchange
loss, net 195 89
Interest expense on lease liabilities 7 15
Impairment loss on trade receivables – 62
Interest income (1) (1,096)
Provision for defined benefit obligation 95 24
21,640 40,462
Net changes in working capital 5,305 3,486
Income taxes paid – (3,241)
Interest received 1 1,046
Net cash flows generated from operating
activities 26,946 41,753
Net cash flows used in investing activities (4,084) (7,680)
Net cash flows (used in)/generated from
financing activities (7,264) 5,123
Net increase in cash and cash equivalents 15,598 39,196
Effect of foreign exchange rate changes, net 1 23
Cash and cash equivalents at beginning of
the year – 15,599
Cash and cash equivalents at end of
the year 15,599 54,818
FINANCIAL INFORMATION
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Operating activities
In 2024, we had net cash flows generated from operating activities of US$41.8
million, primarily consisting of our profit before tax for the year of US$40.1 million,
adjusted for items mainly including amortization of intangible assets of US$1.1 million,
interest income of US$1.1 million and changes in working capital, primarily comprising
increase in both trade and other receivables of US$3.2 million and trade and other
payables of US$7.0 million.
In 2023, we had net cash flows generated from operating activities of US$26.9
million, primarily consisting of our profit before tax for the period of US$20.2 million,
adjusted for items mainly including amortization of intangible assets of US$1.1 million
and changes in working capital, primarily comprising increase in both trade and other
receivables of US$3.5 million and trade and other payables of US$8.8 million.
Investing activities
In 2024, we had net cash flows used in investing activities of US$7.7 million,
primarily consisting of bottle molds placed with co-packers of US$0.2 million and
repayment of intangible asset purchased of US$7.5 million.
In 2023, we had net cash flows used in investing activities of US$4.1 million,
primarily consisting of bottle molds placed with co-packers of US$0.3 million and
repayment of intangible asset purchased of US$3.7 million. We provide our co-packers
with instructions for the design and production of the containers used to package our
products. When PET bottles are required, we place the molds we purchase with the
co-packers for them to manufacture the bottles, while retaining ownership of the molds.
Financing activities
In 2024, we had net cash flows generated financing activities of US$5.1 million,
primarily consisting of proceeds from issuance of ordinary shares of US$17.5 million,
mainly offset by dividends paid on ordinary shares of US$11.5 million and transaction
costs on issuance of ordinary shares of US$0.7 million.
In 2023, we had net cash flows used in financing activities of US$7.3 million,
primarily consisting of dividends paid on ordinary shares of US$8.0 million, partially
offset by proceeds from issuance of ordinary shares of US$0.7 million.
FINANCIAL INFORMATION
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INDEBTEDNESS
The table below sets forth our indebtedness as of the dates indicated.
As of December 31,
As of
April 30,
2023 2024 2025
(in US$ thousands)
(unaudited)
Current
Lease liabilities 19 84 78
Non-current
Lease liabilities 105 235 217
Total 124 319 295
Our lease liabilities increased from US$124 thousands as of December 31, 2023 to
US$319 thousands as of December 31, 2024 as a result of new leases on office space and
motor vehicles. It has slightly decreased to US$295 thousands as of April 30, 2025.
We did not seek to obtain, and did not incur any bank loans or other borrowings
during the Track Record Period and up to the Latest Practicable Date. As a result, we had
no unutilised banking facilities as of the Latest Practicable Date.
As of December 31, 2024, we did not have any material mortgages, charges,
debentures, loan capital, debt securities, loans, bank overdrafts or other similar
indebtedness, finance lease or hire purchase commitments, liabilities under acceptances
(other than normal trade bills), acceptance credits, which are either guaranteed,
unguaranteed, secured or unsecured, or guarantees or other contingent liabilities.
Our Directors confirm that our Group did not experience any difficulty in obtaining
bank loans and other borrowings, any material default in the payments of trade and
non-trade payables, bank loans and other borrowings, or any material breach of covenants
during the Track Record Period and up to the Latest Practicable Date.
Our Directors further confirm that there has not been any material change in our
indebtedness since the Latest Practicable Date up to the date of this prospectus.
FINANCIAL INFORMATION
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CAPITAL COMMITMENTS
The table below sets forth our capital commitments as of the dates indicated.
As of December 31,
2023 2024
(in US$ thousands)
Capital commitments in respect of
purchase of intangible asset —
accounting software 21 21
Purchase commitments in respect of
finished goods 3,454 919
Total 3,475 940
KEY FINANCIAL RATIOS
For the period/year ended/as of
December 31
Period from
December 8,
2022 to
December 31,
2023 2024
(in %)
Gross profit margin (1) 34.7 36.7
Net profit margin (2) 19.2 21.1
Adjusted net margin (a non-IFRS measure) (3) 19.4 21.9
Return on assets (4) 109.8 63.7
Return on equity (5) 352.5 115.7
Notes:
(1) Gross profit margin is calculated as gross profit for the year divided by revenue for the
corresponding year and multiplied by 100%.
(2) Net profit margin is calculated as net profit for the year divided by revenue for the corresponding
year and multiplied by 100%.
(3) Adjusted net margin (a non-IFRS measure) is calculated as adjusted profit for the year (a non-IFRS
measure) divided by revenue for the corresponding year and multiplied by 100%.
(4) Return on assets is calculated as net profit for the year divided by the average total assets and
multiplied by 100%. Average total assets is the sum of the balance of total assets at the beginning
and at the end of the year, divided by two.
(5) Return on equity is calculated as net profit for the year divided by the average total equity and
multiplied by 100%. Average total equity is the sum of the balance of total equity at the beginning
and at the end of the year, divided by two.
FINANCIAL INFORMATION
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DISCLOSURE ABOUT FINANCIAL RISK
We are exposed to a variety of financial risks including currency risk, interest risk,
credit risk and liquidity risk. For details of our risk exposure and sensitivity analysis, see
note 31 to “Appendix I — Accountants’ Report.”
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a
financial instrument or customer contract, leading to a financial loss. Our exposure to
credit risk arises primarily from trade and other receivables. For other financial assets
(including cash and cash equivalents), we minimize credit risk by dealing exclusively
with high credit rating counterparties.
Foreign currency risk
We have transactional currency exposures arising from sales or purchases that are
denominated in a currency other than the respective functional currencies of our entities.
The foreign currencies in which these transactions are mainly denominated are Thai Baht
(THB) and Singapore Dollar (SGD). We manage our foreign exchange exposure risk by
matching, as far as possible, receipts and payments in each individual currency. Foreign
currency is converted into the functional currency as and when management deems
necessary. The unhedged exposure is reviewed and monitored closely on an ongoing basis
and management will consider hedging any exposure where appropriate.
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty in meeting financial
obligations due to shortage of funds. Our exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities. Our liquidity risk
management policy is to manage liquidity risk on a group basis, to maintain sufficient
liquid financial assets. We finance our working capital requirements through funds
generated from operations.
Capital management
The primary objective of our capital management is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and
maximise shareholder value. Our capital structure consists of equity attributable to
owners of the parent, comprising share capital, retained earnings and other reserves. We
manage our capital structure and make adjustment to it in light of changes in economic
conditions. To manage the capital structure, we may adjust the dividend payment to
shareholders, return capital to shareholders, repurchase shares or issue new shares. No
changes were made in the objectives, policies and processes during the Track Record
Period.
FINANCIAL INFORMATION
– 304 –


--- page 316 ---
RELATED PARTY TRANSACTIONS
Related party transactions are set out in Note 30 to “Appendix I — Accountants’
Report.” Our Directors confirm that these transactions were conducted in the ordinary
course of our business, at arm’s length basis and with normal commercial terms between
the relevant parties. See also “Connected Transactions — Confirmation from the
Directors.”
The table below sets forth the breakdown of our related parties balances as of the
dates indicated. Non-trade receivable balances mainly comprise royalty income while
non-trade payable balances comprise management and support fee. Trade payable
balances mainly represent payables for inventories purchased from the holding company.
Other payables mainly represent acquisition of trademarks from holding company and
management fee expenses. They are settled when they become due and payable.
As of December 31,
2023 2024
US$’000 US$’000
Receivables
Trade receivables from holding company 4 –
Other receivables from holding company 408 138
Payables
Trade payables to holding company 827 538
Other payables to holding company 7,752 167
The Group continuously monitor its partners along the supply chain through on-site
testing and periodic audits of its co-packers, general collectors, local collectors and
farmers to ensure the quality and hygiene of the collected coconut water from harvesting
and collection to transportation and delivery to co-packers.
For period/year ended 31 December 2023 and 2024, under the general collector
arrangement between holding company (General Beverage) and the Group, holding
company sold coconut water raw ingredient independently to the Group’s independent
co-packers. These transactions did not result in any transaction value between holding
company and the Group.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into, nor do we expect to enter into, any off-balance sheet
arrangements. We also have not entered into any financial guarantees or other
commitments to guarantee the payment obligations of manufacturing partners. In
addition, we have not entered into any derivative contracts that are indexed to our equity
interests and classified as owners’ equity. We do not have any variable interest in any
unconsolidated entity that provides financing, liquidity, market risk or credit support to
us or engages in leasing or hedging or research and development services with us.
FINANCIAL INFORMATION
– 305 –


--- page 317 ---
DIVIDEND POLICY
During the period from December 8, 2022 (date of incorporation) to December 31,
2023 and the year ended December 31, 2024, we declared dividends with an amount of
US$8.0 million and US$11.5 million, respectively, which were settled in cash. We also
declared a final dividend for 2024 totalling US$28.0 million for the year ended December
31, 2024 in February 2025, which was settled in cash. On June 4, 2025, we declared
dividends in the aggregate amount of US$14 million out of historical retained profit to
Shareholders, which will be settled before the Listing. Our previous dividends had been
declared and distributed in compliance with the relevant laws and regulations.
We intend to pay dividends after the Listing annually. However, we have not
adopted any formal dividend policy or pre-determined dividend payout ratio. A decision
to declare or to pay dividends in the future and the amount of dividends will be at the
discretion of our Board and will depend on a number of factors, including our results of
operations, cash flows, financial condition, payments by our subsidiaries of cash
dividends to us, business prospects, statutory and regulatory restrictions on our
declaration and payment of dividends and other factors that our Board may consider
important.
Any declaration and payment as well as the amount of dividends will be subject to
our constitutional documents and the relevant laws. Our Shareholders may approve any
declaration of dividends by way of ordinary resolution at a general meeting, which must
not exceed the amount recommended by our Board. Under the Singapore Companies Act
and our constitutional documents, no dividends shall be payable except out of the profits
of the Company.
DISTRIBUTABLE RESERVE
As of December 31, 2024, the Group had retained earnings attributable to owners of
the parent of US$30.6 million.
DISCLOSURE REQUIRED UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, they were not aware of
any circumstances that would give rise to a disclosure requirement under Rules 13.13 to
Rules 13.19 of the Listing Rules.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Please refer to “Appendix II — Unaudited Pro Forma Financial Information” for
details.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission and fees
incurred in connection with the Listing and the Global Offering. Our listing expenses are
estimated to be approximately HK$82.1 million (including underwriting commission),
accounting for 7.4% of the gross proceeds of the Global Offering (assuming an Offer Price of
HK$26.5 per Share, being the mid-point of the Offer Price range stated in this Prospectus, and
no exercise of the Over-allotment Option).
FINANCIAL INFORMATION
– 306 –


--- page 318 ---
Among our listing expenses, approximately HK$46.4 million is directly attributable
to the issuance of Shares and will be charged to equity upon completion of the Listing, and
approximately HK$35.7 million has been or will be charged to our consolidated
statements of profit or loss and other comprehensive income.
The listing expenses we expect to incur would consist of approximately HK$41.4
million underwriting related expenses and fees (including but not limited to commissions
and fees), approximately HK$26.1 million non-underwriting-related expenses and fees of
the Sole Sponsor, legal advisors and reporting accountant and approximately HK$14.6
million for other non-underwriting-related fees and expenses. During the Track Record
Period, we incurred US$0.3 million of listing expenses which was charged to our
consolidated statements of profit or loss.
The listing expenses above are the latest practicable estimate for reference only, and
the actual amount may differ from this estimate.
NO MATERIAL ADVERSE CHANGE
Our Directors confirmed that, as of the date of this prospectus, there has been no
material adverse change in our financial position since December 31, 2024, and there has
been no event since December 31, 2024 that would materially affect the information as set
out in the Accountants’ Report in Appendix I to this prospectus.
FINANCIAL INFORMATION
– 307 –


--- page 319 ---
THE CORNERSTONE PLACING
The Company, the Sole Sponsor and the Sole Overall Coordinator have entered into
cornerstone investment agreements (each a “ Cornerstone Investment Agreement ” and
collectively, the “ Cornerstone Investment Agreements ”) with the cornerstone investors
set out below (each a “Cornerstone Investor ” and collectively, the “Cornerstone
Investors”), pursuant to which the Cornerstone Investors have agreed to, subject to
certain conditions, subscribe, or cause their designated entities (including qualified
domestic institutional investor(s) (“ QDII(s)”) as approved by the relevant PRC
authorities) to subscribe, at the Offer Price for such number of Offer Shares (rounded
down to the nearest whole board lot of 200 Shares) that may be purchased for an aggregate
amount of US$39.50 million (or approximately HK$310.00 million, calculated based on an
exchange rate of US$1.00 to HK$7.85) (exclusive of the brokerage, SFC transaction levy,
AFRC transaction levy and Stock Exchange trading fee) (the “ Cornerstone Placing ”).
Assuming an Offer Price of HK$25.30 per Share, being the low-end of the indicative
Offer Price range set out in this prospectus, the total number of Offer Shares to be
subscribed by the Cornerstone Investors (including those to be subscribed through QDIIs)
would be 12,252,600 Offer Shares, representing (i) approximately 29.41% of the Offer
Shares pursuant to the Global Offering and approximately 4.59% of the total issued share
capital of the Company immediately following the completion of the Global Offering
(assuming the Over-allotment Option is not exercised); or (ii) approximately 25.57% of the
Offer Shares pursuant to the Global Offering and approximately 4.59% of the total issued
share capital of the Company immediately following the completion of the Global
Offering (assuming the Over-allotment Option is exercised in full).
Assuming an Offer Price of HK$26.50 per Share, being the mid-point of the
indicative Offer Price range set out in this prospectus, the total number of Offer Shares to
be subscribed by the Cornerstone Investors (including those to be subscribed through
QDIIs) would be 11,697,200 Offer Shares, representing (i) approximately 28.07% of the
Offer Shares pursuant to the Global Offering and approximately 4.39% of the total issued
share capital of the Company immediately following the completion of the Global
Offering (assuming the Over-allotment Option is not exercised); or (ii) approximately
24.41% of the Offer Shares pursuant to the Global Offering and approximately 4.39% of the
total issued share capital of the Company immediately following the completion of the
Global Offering (assuming the Over-allotment Option is exercised in full).
Assuming an Offer Price of HK$27.80 per Share, being the high-end of the indicative
Offer Price range set out in this prospectus, the total number of Offer Shares to be
subscribed by the Cornerstone Investors (including those to be subscribed through QDIIs)
would be 11,150,000 Offer Shares, representing (i) approximately 26.76% of the Offer
Shares pursuant to the Global Offering and approximately 4.18% of the total issued share
capital of the Company immediately following the completion of the Global Offering
(assuming the Over-allotment Option is not exercised); or (ii) approximately 23.27% of the
Offer Shares pursuant to the Global Offering and approximately 4.18% of the total issued
share capital of the Company immediately following the completion of the Global
Offering (assuming the Over-allotment Option is exercised in full).
CORNERSTONE INVESTORS
– 308 –


--- page 320 ---
The Company is of the view that, leveraging on the Cornerstone Investors’
investment, the cornerstone investment will help raise the profile of the Company and to
signify that such investors have confidence in the Group’s business and prospect. The
Company became acquainted with the Cornerstone Investors or through introduction by
the Sole Overall Coordinator for the purpose of the Global Offering.
The Cornerstone Placing will form part of the International Offering, and, save as
otherwise obtained consent from the Stock Exchange, the Cornerstone Investors will not
acquire any Offer Shares under the Global Offering other than pursuant to the
Cornerstone Investment Agreements. The Offer Shares to be subscribed by the
Cornerstone Investors (including those to be subscribed through QDIIs) will rank pari
passu in all respects with the fully paid Shares in issue and all the Shares to be subscribed
by the Cornerstone Investors will be counted towards the public float for the purpose of
Rule 8.08 of the Listing Rules. Immediately following the completion of the Global
Offering, the Cornerstone Investors will not have any Board representation in the
Company; and none of the Cornerstone Investors will become a Substantial Shareholder.
The Cornerstone Investors do not have any preferential rights in the Cornerstone
Investment Agreements compared with other public Shareholders, other than a
guaranteed allocation of the relevant Offer Shares at the Offer Price.
Black Dragon Asset Management Limited is a financial adviser to the Company in
relation to the Global Offering. Black Dragon AP SPV1, one of our cornerstone investors, is
managed by Black Dragon Asset Management Limited. Notwithstanding the above, as
confirmed by each of the Cornerstone Investors, there are no side agreements or
arrangements between the Company and the Cornerstone Investors, or any benefit, direct
or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Global
Offering other than a guaranteed allocation of the relevant Offer Shares at the Offer Price.
Certain Cornerstone Investors have agreed that the Company and the Sole Overall
Coordinator in their sole discretion may defer the delivery of all or part of the Offer Shares
it will subscribe to on a date later than the Listing Date. Such delayed delivery
arrangement is in place to facilitate the over-allocation in the International Offering. There
will be no delayed delivery if there is no over-allocation in the International Offering. All
Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s Shares commence on the Stock Exchange.
To the best of the knowledge, information and belief of the Company, (i) each of the
Cornerstone Investors and its ultimate beneficial owners is an Independent Third Party;
(ii) none of the Cornerstone Investors is accustomed to take and has not taken instructions
from the Company, the Directors, chief executive, Controlling Shareholders, substantial
Shareholders, existing Shareholders or any of its subsidiaries or their respective close
associates in relation to the acquisition, disposal, voting or other disposition of the Offer
Shares; and (iii) none of the subscription of the Offer Shares by the Cornerstone Investors
is financed by the Company, the Directors, chief executive, Controlling Shareholders,
substantial Shareholders, existing Shareholders or any of its subsidiaries or their
respective close associates. In addition, to the best knowledge of our Company, each of the
Cornerstone Investors is independent from each other and makes independent investment
decisions.
CORNERSTONE INVESTORS
– 309 –


--- page 321 ---
To the best knowledge of the Company and as confirmed by each of the Cornerstone
Investors, (i) each of the Cornerstone Investors’ subscription under the Cornerstone
Investment Agreements would be financed by their own internal resources or the assets
managed for its investors (in the case of Cornerstone Investors which are funds or
investment managers); and (ii) all necessary approvals have been obtained with respect to
the Cornerstone Placing, and that no specific approval from any stock exchange (if
relevant) or its shareholders is required for the relevant cornerstone investment.
The number of Offer Shares to be subscribed by the Cornerstone Investors
(including those to be subscribed through QDIIs) pursuant to the Cornerstone Placing
may be affected by reallocation of the Offer Shares between the International Offering and
the Hong Kong Public Offering in the event of over-subscription under the Hong Kong
Public Offering as described in the section headed “Structure of the Global Offering — The
Hong Kong Public Offering — Reallocation.” The Company and Sole Overall Coordinator
have the absolute discretion, but not obliged, to deduct the number of Offer Shares to be
subscribed by the Cornerstone Investors on a pro rata basis under the Hong Kong Public
Offering pursuant to Practice Note 18 of the Listing Rules. Details of the actual number of
Offer Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment
results announcement of the Company to be published on or around June 27, 2025.
The table below sets forth the details of the Cornerstone Placing:
Based on the Offer Price of HK$25.3 (being the low-end of the indicative Offer Price
range)
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone Investors
Total
Investment
Amount
Number of
Offer Shares
to be
subscribed (1)
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following the
completion
of the Global
Offering
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following
the
completion
of the Global
Offering
(US$ in
million)
UBS Asset
Management
(Singapore) Ltd.
(“UBS AM
Singapore”)
8.0 2,481,600 6.62% 5.96% 0.93% 5.67% 5.18% 0.93%
Black Dragon AP SPV1
(”Black Dragon”)
3.5 1,085,600 2.89% 2.61% 0.41% 2.48% 2.27% 0.41%
Enreal China Master
Fund and Forreal
China Value Fund
3.5 1,085,600 2.89% 2.61% 0.41% 2.48% 2.27% 0.41%
HCEP Master Fund
and HCEP Long
Only Master Fund
HSG
3.5 1,085,600 2.89% 2.61% 0.41% 2.48% 2.27% 0.41%
China Southern Asset
Management Co.,
Ltd. (“China
Southern AM”)
3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
GF International
Investment
Management Limited
(“GF International
Investment
Management”)
3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
Harvest Oriental SP 3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
CORNERSTONE INVESTORS
– 310 –


--- page 322 ---
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone Investors
Total
Investment
Amount
Number of
Offer Shares
to be
subscribed (1)
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following the
completion
of the Global
Offering
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following
the
completion
of the Global
Offering
(US$ in
million)
ICBC Wealth
Management Co.,
Ltd. (“ICBC Wealth”)
3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
Jain Global Master
Fund
3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
Jane Street Asia
Trading Limited
(“Jane Street”)
3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
Mega Prime
Development
Limited (“Mega
Prime”)
3.0 930,600 2.48% 2.23% 0.35% 2.13% 1.94% 0.35%
Total 39.5 12,252,600 32.67% 29.41% 4.59% 28.01% 25.57% 4.59%
Based on the Offer Price of HK$26.5 (being the mid-point of the indicative Offer Price
range)
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone Investors
Total
Investment
Amount
Number of
Offer Shares
to be
subscribed (1)
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following the
completion
of the Global
Offering
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following
the
completion
of the Global
Offering
(US$ in
million)
UBS AM Singapore 8.0 2,369,200 6.32% 5.69% 0.89% 5.42% 4.94% 0.89%
Black Dragon 3.5 1,036,400 2.76% 2.49% 0.39% 2.37% 2.16% 0.39%
Enreal China Master
Fund and Forreal
China Value Fund
3.5 1,036,400 2.76% 2.49% 0.39% 2.37% 2.16% 0.39%
HCEP Master Fund
and HCEP Long
Only Master Fund
HSG
3.5 1,036,400 2.76% 2.49% 0.39% 2.37% 2.16% 0.39%
China Southern AM 3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
GF International
Investment
Management
3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
Harvest Oriental SP 3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
ICBC Wealth 3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
Jain Global Master
Fund
3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
Jane Street 3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
Mega Prime 3.0 888,400 2.37% 2.13% 0.33% 2.03% 1.85% 0.33%
Total 39.5 11,697,200 31.19% 28.07% 4.39% 26.74% 24.41% 4.39%
CORNERSTONE INVESTORS
–3 1 1–


--- page 323 ---
Based on the Offer Price of HK$27.8 (being the high-end of the indicative Offer Price
range)
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone Investors
Total
Investment
Amount
Number of
Offer Shares
to be
subscribed (1)
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following the
completion
of the Global
Offering
Approximate
%o ft h e
International
Offer Shares
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital of the
Company
immediately
following
the
completion
of the Global
Offering
(US$ in
million)
UBS AM Singapore 8.0 2,258,400 6.02% 5.42% 0.85% 5.16% 4.71% 0.85%
Black Dragon 3.5 988,000 2.63% 2.37% 0.37% 2.26% 2.06% 0.37%
Enreal China Master
Fund and Forreal
China Value Fund
3.5 988,000 2.63% 2.37% 0.37% 2.26% 2.06% 0.37%
HCEP Master Fund
and HCEP Long
Only Master Fund
HSG
3.5 988,000 2.63% 2.37% 0.37% 2.26% 2.06% 0.37%
China Southern AM 3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
GF International
Investment
Management
3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
Harvest Oriental SP 3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
ICBC Wealth 3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
Jain Global Master
Fund
3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
Jane Street 3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
Mega Prime 3.0 846,800 2.26% 2.03% 0.32% 1.94% 1.77% 0.32%
Total 39.5 11,150,000 29.73% 26.76% 4.18% 25.49% 23.27% 4.18%
Note:
(1) Subject to rounding down to the nearest whole board lot of 200 Shares. Calculated based on the
exchange rate set out in the section headed “Information about this Prospectus and the Global
Offering — Currency Translations.”
(2) For investment amounts in currencies other than Hong Kong dollars, such amounts were
calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering” in this Prospectus.
CORNERSTONE INVESTORS
– 312 –


--- page 324 ---
THE CORNERSTONE INVESTORS
The information about the Cornerstone Investors set forth below has been provided
by the Cornerstone Investors in connection with the Cornerstone Placing.
UBS AM Singapore
UBS Asset Management (Singapore) Ltd. (“ UBS AM Singapore”), a company
incorporated in Singapore in December 1993, has entered into a cornerstone investment
agreement with the Company, the Sole Sponsor and the Sole Overall Coordinator, in its
capacity as the delegate of the investment manager for and on behalf of the following
fund(s): (i) UBS (Lux) Equity Fund — Greater China (USD); (ii) UBS (Lux) Equity Fund —
China Opportunity (USD); (iii) UBS (HK) Fund Series — China Opportunity Equity (USD);
(iv) UBS (Lux) Equity SICAV — All China (USD); (v) UBS (Lux) Investment SICAV —
China A Opportunity (USD); (vi) UBS (CAY) China A Opportunity; (vii) UBS (Lux) Key
Selection SICAV — China Allocation Opportunity (USD); and (viii) certain other
segregated accounts and mandates. No single ultimate beneficial owner holds 30% or
more interests in those funds.
UBS AM Singapore is a wholly owned subsidiary of UBS Asset Management AG, an
investment management company, which is wholly ultimately owned by UBS Group AG,
which is a company organized under Swiss law as a corporation that has issued shares of
common stock to investors. UBS Group AG’s shares are listed on the SIX Swiss Exchange
(stock code: UBSG) and the New York Stock Exchange (stock code: UBS).
Black Dragon
Black Dragon AP SPV1 (”Black Dragon”) is a multi-strategy investment fund
formed in the Cayman Islands. The fund aims to achieve long-term, stable and attractive
risk-adjusted returns by investing in a diversified portfolio. The fund is managed by Black
Dragon Asset Management Limited, which is a company incorporated in Hong Kong with
limited liability and licensed with the SFC to conduct Type 1 (Dealing in Securities), Type
4 (Advising on Securities) and Type 9 (Asset Management) regulated activities. The only
investor holding more than 30% interests in Black Dragon AP SPV1 is a wholly-owned
entity indirectly held by Mr. Soopakij Chearavanont, an Independent Third Party. Mr.
Chearavanont is the chairman of a Thailand-based conglomerate operating a diverse
range of business across different segments including food and beverages.
Enreal China Master Fund and Forreal China Value Fund
Arc Avenue Asset Management Pte. Ltd. is a fund management company
incorporated in Singapore and regulated by the Monetary Authority of Singapore
(“MAS”). It holds an Accredited/Institutional Licensed Fund Management Company
(A/I LFMC) license, authorizing it to manage investment funds exclusively for accredited
and institutional investors. The firm specializes in asset management, with a primary
focus on equity investment funds. Arc Avenue Asset Management Pte. Ltd. serves as
investment manager to Enreal China Master Fund and Forreal China Value Fund. These
two funds are focused on investing in technology-driven opportunities in China.
Specifically, they invest in the Hong Kong/mainland China equity market as well as
ADRs, and mainly covers sectors including TMT, Advanced Manufacturing, Consumer
and Healthcare etc. The ultimate beneficial owner of Enreal China Master Fund and
CORNERSTONE INVESTORS
– 313 –


--- page 325 ---
Forreal China Value Fund holding 30% or more of its interest is a global institutional
investor with several hundred billion US$ in assets under management, and not an
individual investor.
HCEP Master Fund and HCEP Long Only Master Fund
Each of HCEP Master Fund and HCEP Long Only Master Fund is an exempted
company with limited liability incorporated under the laws of the Cayman Islands. The
investment manager of them is HCEP Management Limited (“ HCEP Management”),
which is in turn wholly-owned by HCEP Management Holding Limited. Each of HCEP
Master Fund and HCEP Long Only Master Fund is an investment fund whose primary
purpose is to make China-related equity investments. HCEP Management was
incorporated under the laws of Hong Kong in 2020. There is no individual participating
shareholder holding 30% or more shares in HCEP Master Fund or HCEP Long Only
Master Fund.
China Southern AM
China Southern Asset Management Co., Ltd. (“ China Southern AM ”) was
established in China on March 6, 1998 with the approval of the China Securities
Regulatory Commission and was restructured into a joint stock limited company on
January 4, 2018 under the name of China Southern Asset Management Co., Ltd. China
Southern AM is headquartered in Shenzhen.
China Southern AM’s shareholders include (i) Huatai Securities Co., Ltd. (holding
41.16% of China Southern AM), a company listed on the Stock Exchange (stock code:
6886.HK), Shanghai Stock Exchange (stock code: 601688.SH) and London Stock Exchange
(stock code: HTSC.UK); and (ii) Industrial Securities Co., Ltd. (holding 9.15% of China
Southern AM), a company listed on the Shanghai Stock Exchange (stock code: 601377.SH).
Other than Huatai Securities Co., Ltd., there is no other shareholder holding 30% or more
in China Southern AM.
As confirmed by China Southern AM, the subscription of the Offer Shares as a
cornerstone investor will be made by it in its capacity as the manager of certain mutual
funds under its discretionary management.
GF International Investment Management
GF International Investment Management Limited (central number in the Hong
Kong Securities and Futures Commission license: AXL121) (“ GF International
Investment Management ”) was established in December 2010 with a registered capital of
HK$500 million. It is a wholly-owned subsidiary of GF Fund Management Co., Ltd. ( ᄿ೯
ʮ̡), holding licenses from the SFC for Type 1 (securities trading), Type 4
(advising on securities), and Type 9 (asset management) regulated activities. It is also
approved by the China Securities Regulatory Commission as a Qualified Foreign
Institutional Investor (QFII) and a Renminbi Qualified Foreign Institutional Investor
(RQFII). The controlling shareholder of GF Fund Management Co., Ltd (ࠢ
ʮ̡) is GF Securities Co., Ltd. (ʮ̡ ), a company listed on the Shenzhen
Stock Exchange (stock code: 000776.SZ) and the Hong Kong Stock Exchange (stock code:
01776.HK).
CORNERSTONE INVESTORS
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As confirmed by GF International Investment Management, the subscription of the
Offer Shares as a cornerstone investor will be made by GF International Investment
Management in its capacity as the investment manager of a client account under its
management, and no single ultimate beneficial owner holds 30% or more interests in such
client account except for one individual underlying professional investor Lavender Paul
ANDREW who, to the best knowledge of GF International Investment Management, is an
Independent Third Party of the Company.
Harvest Oriental SP
Harvest International Premium Value (Secondary Market) Fund SPC on behalf of
Harvest Oriental SP is a fund launched in October 2024. Harvest International Premium
Value (Secondary Market) Fund SPC is a segregated portfolio company established in the
Cayman Islands and is an Independent Third Party of the Company. 91% of the
management shares of Harvest International Premium Value (Secondary Market) Fund
SPC are held by Harvest Global Investments Limited (“ HGI”) and 9% of the management
shares are held by Harvest Global Capital Investments Limited (“ HGCI”). Chen Di, an
Independent Third Party, is the beneficial owner who holds the largest portion of the
ultimate beneficial ownership of HGCI. Incorporated in Hong Kong in 2008, HGI is a
wholly-owned subsidiary of Harvest Fund Management Co., Ltd (“ HFM”). HFM is owned
as to 40% by China Credit Trust Co., Ltd. (ʮ̡), 30% by Lixin Investment Co.,
Ltd. (ப΂ʮ̡) and 30% by DWS Investments Singapore Limited, all of
which are Independent Third Parties of the Company. HGCI is a company incorporated in
Hong Kong in 2011 and licensed to carry out type 1 (dealing in securities), type 4 (advising
on securities) and type 9 (asset management) regulated activities under the SFO in Hong
Kong by the SFC. HGCI is principally engaged in asset management and investment
advisory business. The sole participating shareholder of Harvest Oriental SP is Fortuna
Capital Management Limited, which is wholly-owned by Mr. Dehui Yang, an Independent
Third Party.
ICBC Wealth
ICBC Wealth Management Co., Ltd. (“ ICBC Wealth”) was established in May 2019
in Beijing, with a registered capital of RMB16 billion. It is a wholly-owned subsidiary of
Industrial and Commercial Bank of China Limited, a company listed on the Shanghai
Stock Exchange (stock code: 601398) and the Stock Exchange (stock code: 1398). The
business scope of ICBC Wealth is public issuance of wealth management products to the
general public, investment and management of entrusted assets for investors; non-public
issuance of wealth management products to qualified investors, investment and
management of entrusted assets for investors; wealth management advisory and
consulting services; and other businesses as approved by the banking regulatory
authority under the State Council.
As confirmed by ICBC Wealth, the subscription of the Offer Shares as a cornerstone
investor will be made by ICBC Wealth in its capacity as the investment manager of certain
wealth management products under its discretionary management, and no single ultimate
beneficial owner holds 30% or more interests in such products.
CORNERSTONE INVESTORS
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Jain Global Master Fund
Jain Global Master Fund Ltd (“ Jain Global Master Fund”) is a fund established in
the Cayman Islands and managed by Jain Global LLC (“ Jain Global”), which in turn is
99% owned by Mr. Robert Jain, an Independent Third Party. Jain Global has offices in the
United States of America, United Kingdom, Hong Kong, and Singapore. Jain Global, on
behalf of Jain Global Master Fund, pursues investment strategies across a range of
different asset classes, products, and geographic regions. Jain Global Master Fund’s
capital will be primarily deployed in the following investment strategies: fundamental
equities, rates and macro, equity arbitrage, credit, systematic and commodities. As of May
1, 2025, Jain Global Master Fund has asset under management of approximately US$4.47
billion and no ultimate beneficial owner holds more than 30% of interests in Jain Global
Master Fund.
Jane Street
Jane Street Asia Trading Limited (“ Jane Street”) is a private company limited by
shares formed in Hong Kong and engages in securities investment and trading activities.
Its ultimate controlling shareholder is Jane Street Group, LLC, which is a limited liability
company incorporated in Delaware, holding 100% in Jane Street. There is no individual
who has a beneficial ownership interest of 30% or greater of Jane Street Group, LLC.
Mega Prime
Mega Prime Development Limited (“ Mega Prime”) is a company incorporated in
the British Virgin Islands with limited liability and is a wholly-owned subsidiary of GBA
Homeland Limited, which in turn is wholly owned by Greater Bay Area Homeland
Investments Limited (“GBAHIL”). GBAHIL is a company incorporated in Hong Kong
with limited liability and is jointly owned by a number of international large-scale
industrial institutions, financial institutions and new economic enterprises, each of which
holds less than 15% equity interest therein. There is no ultimate controller of GBAHIL
holding 30% or more equity interest therein.
GBAHIL’s business encompasses investment, investment holding and the
establishment or management of private equity funds through its subsidiaries to grasp the
historical opportunities of the development of Guangdong-Hong Kong-Macao Greater
Bay Area, and the construction of an international innovation and technology hub,
focusing on technological innovation, industrial upgrading, quality of life, smart city and
all other related industries.
Mega Prime subscribes for the Offer Shares through the account managed by Gr eater
Bay Area Development Fund Management Limited (ʮ̡), a
company wholly owned by GBAHIL and licensed under the SFO to conduct Type 1
(dealing in securities), Type 4 (advising on securities) and Type 9 (asset management)
regulated activities in Hong Kong.
CORNERSTONE INVESTORS
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CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares
(including those to be subscribed through QDIIs) under the respective Cornerstone
Investment Agreement is subject to, among other things, the following closing conditions:
(i) the underwriting agreements for the Hong Kong Public Offering and the
International Offering being entered into and having become effective and
unconditional (in accordance with their respective original terms or as
subsequently waived or varied by agreement of the parties thereto) by no later
than the time and date as specified in these underwriting agreements, and
neither of the aforesaid underwriting agreements having been terminated;
(ii) the Offer Price having been agreed upon between the Company and the Sole
Overall Coordinator (for itself and on behalf of the underwriters of the Global
Offering);
(iii) the Listing Committee of the Stock Exchange having granted the approval for
the listing of, and permission to deal in, the Shares (including the Shares
under the Cornerstone Placing) as well as other applicable waivers and
approvals and such approval, permission or waiver having not been revoked
prior to the commencement of dealings in the Shares on the Stock Exchange;
(iv) no laws shall have been enacted or promulgated by any governmental
authorities which prohibits the consummation of the transactions
contemplated in the Global Offering or the respective Cornerstone Investment
Agreement, and there being no orders or injunctions from a court of
competent jurisdiction in effect precluding or prohibiting consummation of
such transactions; and
(v) the respective agreements, representations, warranties, undertakings,
confirmations and acknowledgements of the Cornerstone Investors under the
respective Cornerstone Investment Agreement are accurate and true in all
respects and not misleading and that there is no material breach of the
respective Cornerstone Investment Agreement on the part of the relevant
Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of the
Company, the Sole Sponsor and the Sole Overall Coordinator, it will not, and will cause its
affiliates not to, whether directly or indirectly, at any time during the period of six months
following the Listing Date (the “ Lock-upPeriod ”), dispose of, in any way, any of the Offer
Shares it has purchased, pursuant to the respective Cornerstone Investment Agreement,
save for certain limited circumstances, such as transfers to any of its wholly-owned
subsidiaries who will be bound by the same obligations of the Cornerstone Investor,
including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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FUTURE PLANS
For a detailed description of our future plans, see “Business — Strategies.”
USE OF PROCEEDS
Assuming an Offer Price of HK$26.5 per Offer Share (being the midpoint of the
range of the Offer Price stated in this prospectus), we estimate that we will receive net
proceeds of approximately HK$1,022.0 million from the Global Offering after deducting
the underwriting commissions and other estimated expenses in connection with the
Global Offering (assuming the Over-allotment Option are not exercised). We intend to use
our proceeds for the purposes and in the amounts set forth below.
• Approximately 30%, or HK$306.6 million, will be used to strengthen our
fulfillment capabilities.
° Approximately 18.0%, or HK$184.0 million, will be used to develop
partnerships with co-packers. We plan to develop partnerships with
co-packers located near our targeted future coconut water sourcing
regions. As coconut water must be aseptically packaged shortly after
extraction to preserve quality, proximity to sourcing locations is
essential. We plan to offer support to co-packers to secure the stability
and sustainability of future delivery of our purchases, enabling the
co-packers to enhance and develop new production lines for
high-quality processing and packaging.
We plan to engage two new co-packers in one or two Southeast Asian
countries, including Vietnam, the Philippines, Indonesia, or Thailand.
To facilitate their onboarding and production readiness, we intend to
support these co-packers through arrangements such as advances for
future purchase orders (or, where appropriate, loan arrangements). This
support will enable one co-packer to acquire an aseptic PET filling line
and the other to acquire an aseptic Tetra Pak filling line, both of which
will be owned and operated by the respective co-packers. The new
filling lines are expected to provide a combined designed annual
production capacity of approximately 370 to 400 tons of beverages for
us.
° In addition to developing new co-packer partnerships, we also aim to
develop new general collectors by supporting them in procuring the
right processing technologies and equipment to process coconut water
for co-packers. Approximately 10.0%, or HK$102.2 million, will be used
to develop partnerships with general collectors.
We plan to engage new general collectors with this portion of proceeds
in Thailand. To facilitate their onboarding and production readiness, we
intend to support these general collectors through arrangements such as
advances for future deliveries of processed coconut water to co-packers
FUTURE PLANS AND USE OF PROCEEDS
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(or, where appropriate, loan arrangements) to enable them to acquire
necessary equipment, which will be owned and operated by the general
collectors. The new production lines established by these general
collectors are expected to provide an aggregate designed annual
production capacity of approximately 120 tons of processed coconut
water to supply co-packers. By doing so, we can help improve the
quality and consistency of raw materials, enhance supply reliability,
and contribute to the long-term sustainability and productivity of our
sourcing communities. See “Business — Our Fulfillment Process” for
further details regarding our plan to collaborate with new general
collectors.
We do not intend to adopt separate eligibility criteria for loan
arrangements or advances beyond those applied in the selection of our
co-packers and general collectors. The selection of co-packers and
general collectors is based on a number of factors, including but not
limited to their geographic location, relevant industry expertise,
established relationships with local farmers and collectors, and
demonstrated commitment to long-term collaboration with our Group.
Following their selection, we intend to provide advances or loan
arrangements to support their procurement of necessary equipment. All
such loans or advances will be interest-bearing and conducted on
normal commercial terms and on an arm’s length basis, subject to local
rules and regulations.
We have not arranged similar financing arrangements with and/or
advances to any other general collector and/or co-packer during the
Track Record Period and up to the Latest Practicable Date.
° Approximately 2.0%, or HK$20.4 million, will be used to purchase
quality assurance equipment and systems. As we scale our business,
ensuring the consistent quality of our products remains a top priority.
To support this, we will invest in additional quality assurance
equipment and systems to strengthen our monitoring, testing, and
compliance processes. Such equipment and systems will primarily be
used to detect dilution, and water adulteration in coconut water.
Our arrangements with these new co-packers and general collectors will
not involve our ownership of production equipment. In addition, our
continued investments in quality assurance systems and laboratory
equipment represent only a small portion of our total assets. As a result,
we are able to maintain and benefit from our asset-light business model.
FUTURE PLANS AND USE OF PROCEEDS
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• Approximately 22%, or HK$224.8 million, will be used for brand building. For
if brand, we aim to strengthen the “Originating from Thailand” narrative and
the “Thainess in F&B” concept in both mainland China and other markets. For
Innococo, our goal is to expand its positioning to include a functional beverage
concept, targeting health-conscious consumers seeking enhanced nutritional
benefits beyond hydration. We plan to allocate approximately 15.0% of our
proceeds, or HK$153.3 million, for the brand development and marketing of
our if brand, and approximately 7.0% of our proceeds, or HK$71.5 million, for
the brand development and marketing of our Innococo brand.
We plan to achieve this through a combination of impactful content, celebrity
and influencer endorsements, packaging enhancements, interactive and
immersive marketing initiatives, and various other initiatives that showcase
each brand’s identity across social media, e-commerce and social commerce
platforms, as well as offline retail channels. The combination of these
initiatives will be customized for different markets to optimize the impact.
Additionally, we intend to invest in corporate branding through our website,
participation in exhibitions, collaborations with other brands, as well as
corporate sponsorships.
We intend to participate in prominent food and beverage exhibitions and
health and wellness expos across Asia and selected international markets. We
will explore co-branding and limited-edition product collaborations with
complementary lifestyle and wellness brands. To strengthen our digital
presence and consumer engagement, we plan to collaborate with
health-conscious celebrities, and social media influencers across platforms,
such as Douyin and Weibo, Xiaohongshu, Facebook, TIKTOK, Instagram. We
will target strategic sponsorships that align with our brand identity, including
sporting events. Our packaging enhancements include festive designs to
celebrate prominent occasions such as New Year and Chinese New Year.
• Approximately 13%, or HK$132.9 million, will be used to solidify our market
presence and penetration in mainland China, extend our presence in the
Australia, the Americas and Southeast Asia. We plan to allocate
approximately 4% of the net proceeds, or HK$40.9 million, to support the
execution of our strategic initiatives in mainland China, and approximately
9% of the net proceeds, or HK$92.0 million, to support the implementation of
our strategies in other international markets. For mainland China, we plan to
continue to expand regional reach within China and penetrate into more
supermarkets, convenience stores and grocery stores in the cities we already
have a presence, and conduct high-impact offline activations targeted at
consumers such as in-store promotions and events.
FUTURE PLANS AND USE OF PROCEEDS
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In markets outside mainland China, our focus will be on developing large
retail chains as primary distribution channels, such as supermarket chains,
alongside continued investment in e-commerce platforms. For example, we
plan to launch more experiential activations, such as tasting events, wellness
collaborations, and pop-up experiences, to immerse consumers in our brands’
natural and health-focused lifestyle. We also plan to offer targeted sales
incentives and rebates to drive sales.
The differences in our marketing strategies between mainland China and
overseas markets reflect the distinct consumer behaviors, retail landscapes,
and brand development stages in each region. In mainland China, our brands
are at a more established stage in key cities, where we have already built
initial brand awareness and distribution networks. Therefore, our focus is on
deepening market penetration by expanding our presence within existing
cities and increasing visibility through high-impact offline activations
targeted at consumers. These include in-store promotions and events, which
are highly effective in driving purchases and increasing shelf turnover,
particularly across supermarkets, convenience stores, and grocery stores.
In contrast, in overseas markets, our brands are at an earlier stage of
development, requiring greater emphasis on brand building and consumer
outreach. As such, our marketing efforts are centered around establishing
partnerships with large retail chains, which offer broad reach and credibility.
Additionally, we are investing in experiential marketing initiatives, such as
tasting events, wellness collaborations, and pop-up experiences, to immerse
new consumers in our brand’s natural and health-oriented lifestyle.
Furthermore, e-commerce plays a more prominent role in our overseas
strategy due to higher online grocery penetration in certain target markets. To
complement this, we plan to offer targeted sales incentives and rebates to local
distributors to accelerate penetration.
• Approximately 5%, or HK$51.1 million, will be used to enhance our
development capabilities. We plan to invest in laboratory equipment to
enhance our food processing technologies and test runs for new offerings to
support product development. Additionally, we aim to subscribe to a wider
range of research publications to gain deeper market and scientific insights.
We will also develop new formulas and recipes and test them by engaging
focus groups. To support these initiatives, we intend to expand our team by
hiring additional R&D and product marketing professionals.
• Approximately 20%, or HK$204.4 million, will be used for strategic alliances
and acquisitions in Asia, North America, or Australia for business expansion.
We will target (i) healthy beverage brands that align with sustainability and
health trends, such as health-conscious beverages and functional drinks, and
(ii) healthy snack and functional food brands that focus on plant-based and
alternative protein products.
FUTURE PLANS AND USE OF PROCEEDS
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We plan to pursue approximately one to three strategic allies or acquisitions in
total, with an estimated allocation of one to two targets in Asia, and one target
in North America or Australia, depending on strategic fit and market
opportunities. To ensure strategic fit and value creation, we will assess
potential targets based on key criteria including their revenue, margins, size
of companies, market presence and brand recognition.
As of the Latest Practicable Date, we have not identified specific allies and
acquisition targets. Based on our key criteria, there are over 100 potential
acquisition targets in Asia, North America and Australia, according to CIC.
• Approximately 10%, or HK$102.2 million, will be used for working capital
and other general corporate purposes.
In the event that the Offer Price is set at the maximum Offer Price or the minimum
Offer Price of the indicative Offer Price range, the net proceeds of the Global Offering will
increase or decrease by approximately HK$52.1 million or HK$48.1 million, respectively.
We intend to apply the additional or reduced net proceeds to the above uses on a pro rata
basis.
To the extent that the net proceeds of the Global Offering are not immediately used
for the above purposes or if we are unable to effect any part of our future development
plans as intended, we may hold such funds in short-term interest-bearing accounts at
licensed commercial banks and/or other authorized financial institutions (as defined
under the Securities and Futures Ordinance or applicable laws and regulations in other
jurisdictions). In such event, we will comply with the appropriate disclosure requirements
under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 334 ---
HONG KONG UNDERWRITERS
CLSA Limited
BOCI Asia Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public
Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong
Underwriters on a conditional basis. The International Offering is expected to be fully
underwritten by the International Underwriters subject to the terms and conditions of the
International Underwriting Agreement. If, for any reason, the Offer Price is not agreed
between the Sole Overall Coordinator (for itself and on behalf of the Underwriters) and
our Company, the Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 4,166,800
Hong Kong Offer Shares and the International Offering of initially 37,500,000
International Offer Shares, subject, in each case, to reallocation on the basis as described in
“Structure of the Global Offering” as well as to the Over-allotment Option in the case of
the International Offering.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering the Hong
Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong in
accordance with the terms and conditions of this prospectus and the Hong Kong
Underwriting Agreement at the Offer Price.
Subject to (a) the Hong Kong Stock Exchange granting approval for the listing of,
and permission to deal in, the Shares in issue and to be issued as mentioned in this
prospectus on the Main Board of the Hong Kong Stock Exchange and such approval not
having been withdrawn and (b) certain other conditions set forth in the Hong Kong
Underwriting Agreement (including the Sole Overall Coordinator (for itself and on behalf
of the Hong Kong Underwriters) and our Company agreeing upon the Offer Price) being
satisfied (or, as the case may be, waived), the Hong Kong Underwriters have agreed
severally but not jointly to procure subscribers for, or themselves to subscribe for, their
respective applicable portions of the Hong Kong Offer Shares in aggregate, now being
offered which are not taken up under the Hong Kong Public Offering on the terms and
conditions of this prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, among
other things, the International Underwriting Agreement having been executed and
becoming unconditional and not having been terminated in accordance with its terms.
UNDERWRITING
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Grounds for Termination
The Sole Overall Coordinator (for itself and on behalf of the Hong Kong
Underwriters) and the Sole Sponsor shall be entitled, in their sole and absolute discretion,
by giving a written notice to our Company to terminate the Hong Kong Underwriting
Agreement with immediate effect if at any time prior to 8:00 a.m. on the Listing Date:
(1) there develops, occurs, exists or comes into force:
(i) any local, national, regional, or international event or circumstance in
the nature of force majeure (including, without limitation, any acts of
government, declaration of a national or international emergency or
war, calamity, crisis, epidemic, pandemic, outbreak of infectious disease
(including contagious coronavirus (COVID-19), SARS, swine or avian
flu, H5N1, H1N1, H7N9 or such related/mutated forms), economic
sanctions, strikes, lock-outs, fire, explosion, flooding, earthquake,
volcanic eruption, civil commotion, riots, public disorder, acts of war,
outbreak or escalation of hostilities (whether or not war is declared),
acts of God or acts of terrorism (whether or not responsibility has been
claimed) in or affecting Hong Kong, Singapore, Thailand, Taiwan, the
PRC, the United States, the United Kingdom, the European Union or
any other jurisdiction relevant to any member of our Group
(collectively, the “ Relevant Jurisdictions ”a n de a c h ,a“ Relevant
Jurisdiction”); or
(ii) any change, or any development involving a prospective change or
development in (whether or not permanent), or any event or
circumstance or series of events resulting or likely to result in any
change or development, or a prospective change or development, in any
local, national, regional or international financial, political, military,
industrial, fiscal, economic, regulatory, currency, credit, currency or
market conditions, or exchange control or any monetary or trading
settlement system or other financial markets (including, but not limited
to, a change in the conditions in stock and bond markets, money and
foreign exchange markets, the interbank markets and credit markets or
a change in the system under which the value of the Hong Kong dollar is
linked to the United States dollar or Singapore dollar is linked to any
foreign currency or currencies) in or affecting any of the Relevant
Jurisdictions; or
(iii) any moratorium, suspension, limitation or restriction (including,
without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) in or on trading in securities
generally on the Stock Exchange, the London Stock Exchange, the
Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Singapore
Stock Exchange, the New York Stock Exchange, the NASDAQ Global
Market or the London Stock Exchange; or
UNDERWRITING
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(iv) any general moratorium on commercial banking activities in or
affecting Hong Kong (imposed by the Financial Secretary or the Hong
Kong Monetary Authority or other competent Authority), New York
(imposed at the United States Federal or New York State level or by
other competent Authority), London or any other Relevant Jurisdictions
(declared by the relevant authorities), or any disruption in commercial
banking or foreign exchange trading or securities settlement or
clearance services, procedures or matters in or affecting any of the
Relevant Jurisdictions; or
(v) any new law, or any change or any development involving a prospective
change or any event or circumstance likely to result in a change or a
development involving a prospective change in, or in the interpretation
or application by any court or other competent authorities of, existing
laws, in each case, in or affecting any Relevant Jurisdiction; or
(vi) any imposition of economic sanctions, or the withdrawal of trading
privileges which existed on the date of the Hong Kong Underwriting
Agreement, in respect of any jurisdiction relevant to the business
operations of our Group, in whatever form, directly and indirectly, by,
or for, any Relevant Jurisdictions; or
(vii) any change or development involving a prospective change in or
affecting taxation or exchange control, currency exchange rates or
foreign investment regulations (including, without limitation, a
material devaluation of the United States dollar, Euro, Singapore dollar,
Thai Baht, Hong Kong dollar or the Renminbi against any foreign
currencies), or the implementation of any exchange control, in any of
the Relevant Jurisdictions; or
(viii) any litigation, legal action (except for any investigation or other action
as stipulated in (ix) below) or claim being threatened or instigated
against any member of our Group or any Director or member of senior
management of our Company as named in this prospectus; or
(ix) an authority in any Relevant Jurisdiction commencing any investigation
or other action, or announcing an intention to investigate or take other
action, against any member of our Group or any Director or member of
senior management of our Company as named in this prospectus; or
(x) any Director or senior management member of our Company being
charged with or found guilty of an indictable offence or prohibited by
operation of law or otherwise disqualified from taking part in the
management of a company or taking directorship of a company; or
(xi) any Director, or the chief financial officer of our Company vacating his
or her office;
UNDERWRITING
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(xii) save as disclosed in this prospectus, any contravention by any member
of our Group or any Director of any applicable Laws (including, without
limitation, the Listing Rules or the Companies (Winding Up and
Miscellaneous Provisions) Ordinance); or
(xiii) any change or development involving a prospective change which has
the effect of materialization of, any of the risks set out in the section
headed “Risk Factors” in this prospectus; or
(xiv) non-compliance of this prospectus, or any aspect of the Global Offering
with the Listing Rules or any other applicable laws; or
(xv) any event, act or omission which gives rise to or is likely to give rise to
any liability of any of the Indemnifying Parties (as defined in the Hong
Kong Underwriting Agreement) under the Hong Kong Underwriting
Agreement; or
(xvi) any breach or any event or circumstance rendering untrue or incorrect
in any respect, any of the Warranties (as defined in the Hong Kong
Underwriting Agreement); or
(xvii) the issue or requirement to issue by our Company of any supplement or
amendment to this prospectus, (or to any other documents in
connection with the contemplated offer, subscription and sale of the
Offer Shares) pursuant to the Companies Ordinance and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance or the Listing
Rules or any requirement or request of the Stock Exchange and/or the
SFC, unless such supplemental or amendment has been issued with the
prior written consent of the Sole Sponsor and the Sole Overall
Coordinator; or
(xviii) an order or a petition is presented for the winding up or liquidation of
any member of our Group or any member of our Group makes any
composition, compromise or arrangement with its creditors or enters
into a scheme of arrangement or any resolution is passed for the
winding-up of any member of our Group or a provisional liquidator,
receiver or manager is appointed over all or part of the assets or
undertaking of any member of our Group or anything analogous thereto
occurs in respect of any member of our Group; or
(xix) a valid demand by any creditor for repayment or payment of any
indebtedness of any member of our Group or in respect of which any
member of our Group is liable prior to its stated maturity,
UNDERWRITING
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--- page 338 ---
which, individually or in the aggregate, in the sole and absolute opinion of the
Sole Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters)
and the Sole Sponsor:
(a) has or will have or is likely to have a material adverse effect or change,
or any development involving a prospective material adverse effect or
change, in or affecting the assets, liabilities, business, general affairs,
management, prospects, shareholders’ equity, revenue, profits, losses,
results of operations, position or condition, financial or otherwise, or
performance of our Company and the other members of our Group,
taken as a whole (“Material Adverse Effect ”); or
(b) has or will have or is likely to have a material adverse effect on the
success of the Global Offering or the level of applications under the
Hong Kong Public Offering or the level of interest under the
International Offering; or
(c) makes or will make or is likely to make it inadvisable or inexpedient or
impracticable for the Global Offering to proceed or to be performed or
implemented as envisaged or to market the Global Offering or to deliver
the Offer Shares on the terms and in the manner contemplated by the
Offering Documents (as defined in the Hong Kong Underwriting
Agreement); or
(d) has or will have or is likely to have the effect of (i) making any part of
the Hong Kong Underwriting Agreement (including underwriting)
incapable of performance in accordance with its terms or (ii) preventing
or delaying the processing of applications and/or payments pursuant to
the Global Offering or pursuant to the underwriting thereof; or
(2) there has come to the notice of the Sole Overall Coordinator and the Sole
Sponsor as at or after the date of this Agreement:
(i) that any statement contained in any of the Offering Documents (as
defined in the Hong Kong Underwriting Agreement) and/or in any
notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of our Company in connection
with the Hong Kong Public Offering (including any supplement or
amendment thereto but excluding the marketing name, legal name,
logo, address and qualification of the Sole Sponsor, the Sole Overall
Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Joint
Lead Managers, the Capital Market Intermediaries and the Hong Kong
Underwriters contained therein) (collectively, the “ Offer Related
Documents”) was, when it was issued, or has become, untrue, incorrect,
inaccurate, incomplete in any material respects or misleading or
deceptive in any respect, or that any forecast, estimate, expression of
opinion, intention or expectation expressed or contained in any of the
Offer Related Documents is not fair and honest, not made on reasonable
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grounds or, where appropriate, not based on reasonable assumptions
with reference to the facts and circumstances then subsisting taken as a
whole; or
(ii) that any matter has arisen or has been discovered which would, had it
arisen or been discovered immediately before the date of this
prospectus, constitute a material omission or misstatement from any of
the Offer Related Documents; or
(iii) a prohibition by a relevant authority on our Company for whatever
reason from allotting or issuing the Shares (including the Option
Shares) pursuant to the terms of the Global Offering; or
(iv) that any material breach of the obligations or undertakings imposed
upon any party to, the Hong Kong Underwriting Agreement or the
International Underwriting Agreement (other than upon any of the Sole
Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner,
the Joint Lead Managers, the Capital Market Intermediaries, the Sole
Sponsor, Hong Kong Underwriters or the International Underwriters);
or
(v) that there is any Material Adverse Effect; or
(vi) that the approval of the Stock Exchange of the listing of, and permission
to deal in, the Shares in issue and to be issued pursuant to the Global
Offering (including any additional Shares that may be issued pursuant
to the exercise of the Over-allotment Option) is refused or not granted,
other than subject to customary conditions, on or before the Listing
Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(vii) that our Company withdraws any of the Hong Kong Public Offering
Document (as defined in the Hong Kong Underwriting Agreement) or
the Global Offering; or
(viii) any of the experts specified in this prospectus (other than the Sole
Sponsor) has withdrawn its respective consent to the issue of this
prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the
form and context in which it respectively appears; or
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(ix) any of the investment commitments made by any cornerstone investors
after signing of agreements with such cornerstone investors, have been
withdrawn, terminated or cancelled; or
(x) a material portion of the orders placed or confirmed in the
book-building process have been withdrawn, terminated or cancelled.
Undertakings to the Hong Kong Stock Exchange Pursuant to the Listing Rules
Undertakings by the Controlling Shareholders
In accordance with Rule 10.07(1) of the Listing Rules and paragraph 7 of Chapter
4.13 of the Guide for New Listing Applicants, the Controlling Shareholders have
undertaken to our Company and the Stock Exchange that, they shall not and shall procure
the relevant registered holder(s) shall not, (i) in the period commencing on the date by
reference to which disclosure of their shareholdings in our Company are made in this
prospectus and ending on the date which is six (6) months from the Listing Date (the
“First Six-month Period ”), dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of the
Shares in respect of which they are shown by this prospectus to be the beneficial owner;
(ii) in the period of six months commencing on the date on which the First Six-month
Period expires (the “ SecondSix-monthPeriod ”), dispose of, nor enter into any agreement
to dispose of or otherwise create any options, rights, interests or encumbrances in respect
of, any of the Shares which they are shown by this prospectus to be the beneficial owner if,
immediately following such disposal or upon the exercise or enforcement of such options,
rights, interests or encumbrances, they would cease to be a controlling shareholder of the
Company. Nothing in the above shall prevent a controlling shareholder from pledging or
charging any Shares as security for a bona fide commercial loan in accordance with Note
(2) to Rule 10.07(2) or a share lending arrangement entered into by a controlling
shareholder pursuant to Rule 10.07(3) of the Listing Rules.
In addition, in accordance with Note (3) to Rule 10.07(2) of the Listing Rules, the
Controlling Shareholders have undertaken to our Company and the Stock Exchange that,
during the First Six-month Period and the Second Six-month Period:
(1) when they pledge or charge any Shares beneficially owned by them in favour
of an authorized institution (as defined in the Banking Ordinance, Chapter
155 of the Laws of Hong Kong) for a bona fide commercial loan, they will
immediately inform our Company of such pledge or charge together with the
number of Shares so pledged or charged; and
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(2) when they receive indications, either verbal or written, from the pledgee or
chargee that any of the pledged or charged Shares will be disposed of, they
will immediately inform our Company of such indications.
Our Company will inform the Stock Exchange as soon as it has been informed of
matters referred to in paragraphs (1) and (2) above by the Controlling Shareholders and
disclose such matters by way of an announcement which is published in accordance with
Rule 2.07C of the Listing Rules as soon as possible.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company, has undertaken to each of the Sponsor, the Sole Overall Coordinator,
the Sole Global Coordinator, the Sole Bookrunner, the Joint Lead Managers, the Capital
Market Intermediaries and the Hong Kong Underwriters that, except for the offer,
allotment and issue of the Offer Shares pursuant to the Global Offering (including
pursuant to the Over-allotment Option) and issue of any Shares pursuant to the 2025 Share
Incentive Scheme, at any time during the period commencing on the date of the Hong
Kong Underwriting Agreement and ending on, and including, the date falling six months
after the Listing Date (the “First Six-Month Period”), our Company will not, without the
prior written consent of the Sole Sponsor and the Sole Overall Coordinator (for itself and
on behalf of the Hong Kong Underwriters) and unless in compliance with the
requirements of the Listing Rules:
(i) offer, allot, issue, sell, accept subscription for, offer to allot, issue or sell,
contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate,
lend, grant or sell any option, warrant, contract or right to subscribe for or
purchase, grant or purchase any option, warrant, contract or right to allot,
issue or sell, or otherwise transfer or dispose of or create an encumbrance
over, or contract or agree to transfer or dispose of or create an encumbrance
over, either directly or indirectly, conditionally or unconditionally, any Shares
or other equity securities of our Company, as applicable, or any interest in any
of the foregoing (including, without limitation, any securities convertible into
or exchangeable or exercisable for or that represent the right to receive, or any
warrants or other rights to purchase, any Shares or other equity securities of
our Company, as applicable, or any interest in any of the foregoing), or
deposit any Shares or other equity securities of our Company, as applicable,
with a depositary in connection with the issue of depositary receipts; or
(ii) enter into any swap, derivative or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership (legal or
beneficial) of any Shares or other equity securities of our Company, as
applicable, or any interest in any of the foregoing (including, without
limitation, any securities convertible into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase,
any Shares or other equity securities of our Company, as applicable); or
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(iii) enter into any transaction with the same economic effect as any transaction
specified in sub-paragraph (i) or (ii) above; or
(iv) offer to or agree to or announce any intention to effect any transaction
specified in sub-paragraph (i), (ii) or (iii) above,
in each case, whether any of the transactions specified in sub-paragraph (i), (ii) or (iii)
above is to be settled by delivery of Shares or other equity securities of our Company, in
cash or otherwise (whether or not the issue of such Shares or other shares or securities will
be completed within the First Six-Month Period).
Undertakings by each of the Over-allotment Option Grantors and the PP Transferees (as
defined and detailed in “History, Reorganization and Corporate Structure —
Establishment and Development of the Group — 3. Series A Investment and Series B1
Investment in IFB Singapore”)
Undertakings by each of the Over-allotment Option Grantors
Each of the Over-allotment Option Grantors has undertaken to each of the
Company, Sole Sponsor and the Sole Overall Coordinator (for itself and on behalf of the
Underwriters) that, without the prior written consent of the Company, the Sole Sponsor
and the Sole Overall Coordinator (for itself and on behalf of the Underwriters) and unless
in compliance with the requirements of the Listing Rules, except pursuant to the Stock
Borrowing Agreement and any Option Shares to be sold by such Over-allotment Option
Grantor pursuant to the International Underwriting Agreement that, it shall not, at any
time during the period commencing on the date of the Hong Kong Underwriting
Agreement and ending on, and including the date that is six months from the Listing Date,
(a) dispose of any Shares held by it as at the date of the Hong Kong Underwriting
Agreement (the “Relevant Shares ”), or any interest in any company or entity holding or
controlling (directly or indirectly) any Relevant Shares or, (b) permit or cause a change in
control of any company or entity holding or controlling (directly or indirectly) any
Relevant Shares, and it shall procure that no company or entity holding or controlling
(directly or indirectly) any Relevant Shares or any nominee or trustee holding in trust for
the Shareholder will dispose of any Relevant Shares.
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Undertakings by each of the PP T ransferees
Each of the PP Transferees has undertaken to each of the Company, Sole Sponsor and
the Sole Overall Coordinator (for itself and on behalf of the Underwriters) that, without
the prior written consent of the Company, the Sole Sponsor and the Sole Overall
Coordinator (for itself and on behalf of the Underwriters) and unless in compliance with
the requirements of the Listing Rules, it shall not:
(i) in the period from the date of the Hong Kong Underwriting Agreement and
ending on, and including the date that is three months from the Listing Date
(the “FirstThree-MonthPeriod ”), (a) dispose of any Shares held by it as at the
date of the Hong Kong Underwriting Agreement (the “ First Three-Month
Period Relevant Shares ”) or any interest in any company or entity holding or
controlling (directly or indirectly) any or, (b) permit or cause a change in
control of any company or entity holding or controlling (directly or indirectly)
any First Three-Month Period Relevant Shares, and (c) it shall procure that no
company or entity holding or controlling (directly or indirectly) any First
Three-Month Period Relevant Shares or any nominee or trustee holding in
trust for the Shareholder will dispose of any First Three-Month Period
Relevant Shares; and
(ii) in the period of three months from the expiry of the First Three-Month Period,
(a) dispose of half of the Shares held by it as at the date of the Hong Kong
Underwriting Agreement (the “Second Three-Month Period Relevant
Shares”), (b) permit or cause a change in control of any company or entity
holding or controlling (directly or indirectly) the Second Three-Month Period
Relevant Shares, and (c) it shall procure that no company or entity holding or
controlling (directly or indirectly) the Second Three-Month Period Relevant
Shares or any nominee or trustee holding in trust for the Shareholder will
dispose the Second Three-Month Period Relevant Shares.
Indemnity
Our Company has agreed to indemnify, among the others, the Sole Sponsor, the Sole
Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Joint Lead
Managers, the Capital Market Intermediaries and the Hong Kong Underwriters for certain
losses which they may suffer, including, amongst others, losses arising from their
performance of their obligations under the Hong Kong Underwriting Agreement and any
breach by our Company of the Hong Kong Underwriting Agreement.
Hong Kong Underwriters’ Interests in our Company
Except for its obligations under the Hong Kong Underwriting Agreement and save
as disclosed in this prospectus, the Hong Kong Underwriters do not have any
shareholding interest in our Company or any right or option (whether legally enforceable
or not) to subscribe for or nominate persons to subscribe for securities in our Company or
any member of our Group.
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Following the completion of the Global Offering, the Hong Kong Underwriters and
their affiliated companies may hold a certain portion of the Shares as a result of fulfilling
their obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that we, the Controlling
Shareholders and the Over-allotment Option Grantors will enter into the International
Underwriting Agreement with the Sole Overall Coordinator, the Sole Global Coordinator
and the International Underwriters. Under the International Underwriting Agreement,
subject to the conditions set forth therein, the International Underwriters would agree to
purchase, or procure subscribers to purchase, the Offer Shares being offered pursuant to
the International Offering (subject to, amongst others, any reallocation between the
International Offering and the Hong Kong Public Offering). It is expected that the
International Underwriting Agreement may be terminated on similar grounds as the
Hong Kong Underwriting Agreement. Potential investors are reminded that in the event
that the International Underwriting Agreement is not entered into, the Global Offering
will not proceed.
Over-allotment Option
Our Company and the Over-allotment Option Grantors are expected to grant to the
International Underwriters, exercisable in whole or in part by the Sole Overall
Coordinator at its sole and absolute discretion (for itself and on behalf of the International
Underwriters), the Over-allotment Option, which will be exercisable from the Listing Date
until 30 days after the last day for the lodging of applications under the Hong Kong Public
Offering, to require the Over-allotment Option Grantors to sell the Shares, up to a total of
6,250,000 Option Shares, representing approximately 15.0% of the number of Offer Shares
initially available under the Global Offering in aggregate, at the Offer Price, to cover
over-allocations (if any) in the International Offering.
Commissions and Expenses
An aggregate of the fees of up to 3.75% of gross proceeds to be raised from the
subscription tranche and the placing tranche of the Global Offering is payable by our
Company to all syndicate members participating in the Global Offering, among which the
syndicate members (i) will receive a fixed underwriting commission which is equal to
2.75% of the aggregate gross proceeds to be raised from the Global Offering (the “ Fixed
Fees”), out of which they will pay any sub-underwriting commissions and other fees; and
(ii) may receive a discretionary incentive fee of up to 1.00% of the aggregate gross
proceeds to be raised from the Global Offering (the “ Discretionary Fees ”).
For the purpose of disclosure of the ratio of fixed and discretionary fees payable (the
“Fee Split Ratio”) as required under paragraph 3B of Appendix D1A to the Listing Rules,
assuming the Discretionary Fees are paid in full, the Fee Split Ratio will be approximately
62.33:37.67.
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For any unsubscribed Hong Kong Offer Shares reallocated to the International
Offering, the Fixed Fee will not be paid to the Hong Kong Underwriters but will instead be
paid, at the rate applicable to the International Offering, to the relevant International
Underwriters.
The Fixed Fees and Discretionary Fees together with the Hong Kong Stock Exchange
listing fees, the SFC transaction levy, the AFRC transaction levy and the Hong Kong Stock
Exchange trading fee, legal and other professional fees and printing and all other
expenses relating to the Global Offering are estimated to be up to approximately HK$82.1
million (assuming an indicative offer price of HK$26.50 per Offer Share (which is the
mid-point of the Offer Price range as stated in this prospectus) and will be paid by our
Company.
An aggregate amount of US$500,000 is payable by our Company as sponsor fees to
the Sole Sponsor.
INDEPENDENCE OF THE SOLE SPONSOR
The Sole Sponsor satisfies the independence criteria applicable to a sponsor as set
out in Rule 3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering
(together, the “SyndicateMembers ”) and their affiliates may each individually undertake
a variety of activities (as further described below) which do not form part of the
underwriting or stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions
with relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their
respective affiliates may purchase, sell or hold a broad array of investments and actively
trade securities, derivatives, loans, commodities, currencies, credit default swaps and
other financial instruments for their own account and for the accounts of their customers.
Such investment and trading activities may involve or relate to assets, securities and/or
instruments of our Company and/or persons and entities with relationships with our
Company and may also include swaps and other financial instruments entered into for
hedging purposes in connection with the Group’s loans and other debt.
UNDERWRITING
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In relation to the Shares, those activities could include acting as agent for buyers
and sellers of the Shares, entering into transactions with those buyers and sellers in a
principal capacity, proprietary trading in the Shares, and entering into over the counter or
listed derivative transactions or listed and unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have as
their underlying assets, assets including the Shares. Those activities may require hedging
activity by those entities involving, directly or indirectly, the buying and selling of the
Shares. All such activity could occur in Hong Kong and elsewhere in the world and may
result in the Syndicate Members and their affiliates holding long and/or short positions in
the Shares, in baskets of securities or indices including the Shares, in units of funds that
may purchase the Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities
having the Shares as their underlying securities, whether on the Hong Kong Stock
Exchange or on any other stock exchange, the rules of the exchange may require the issuer
of those securities (or one of its affiliates or agents) to act as a market maker or liquidity
provider in the security, and this will also result in hedging activity in the Shares in most
cases.
All such activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering”. Such activities may
affect the market price or value of the Shares, the liquidity or trading volume in the Shares
and the volatility of the price of the Shares, and the extent to which this occurs from day to
day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate
Members will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person
acting for it) must not, in connection with the distribution of the Offer Shares,
effect any transactions (including issuing or entering into any option or other
derivative transactions relating to the Offer Shares), whether in the open
market or otherwise, with a view to stabilizing or maintaining the market
price of any of the Offer Shares at levels other than those which might
otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the
provisions prohibiting insider dealing, false trading, price rigging and stock
market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from
time to time, and expect to provide in the future, investment banking and other services to
our Company and its affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide
financing to investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as
part of the Global Offering. The Global Offering comprises (subject to reallocation and the
Over-allotment Option):
(a) the Hong Kong Public Offering of 4,166,800 Shares (including the 148,200
Employee Reserved Shares pursuant to the Employee Preferential Offering,
and subject to reallocation as mentioned below) for subscription by the public
in Hong Kong as described in “— The Hong Kong Public Offering” below; and
(b) the International Offering of 37,500,000 Shares (subject to reallocation and the
Over- allotment Option as mentioned below) outside the United States
(including to professional and institutional investors within Hong Kong) in
offshore transactions in reliance on Regulation S under the U.S. Securities Act
as described in “— The International Offering” below.
Of the 4,166,800 Shares initially being offered under the Hong Kong Public Offering,
148,200 Shares (representing approximately 0.36% of the total number of Offer Shares
initially being offered under the Global Offering) are available for subscription by Eligible
Employees on a preferential basis under the Employee Preferential Offer, subject to the
terms and conditions set forth in this prospectus.
In connection with the Global Offering, it is expected that the Over-allotment
Option Grantors and our Company will grant the Over-allotment Option to the
International Underwriters, exercisable by the Sole Overall Coordinator on behalf of the
International Underwriters, at any time within 30 days after the last day for lodging
applications under the Hong Kong Public Offering, to require the Over-allotment Option
Grantors to sell the Option Shares, up to a total of 6,250,000 Option Shares, representing
approximately 15.0% of the number of Offer Shares initially available under the Global
Offering in aggregate at the Offer Price to cover over-allocations, if any, in the
International Offering.
Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public
Offering or indicate an interest, if qualified to do so, for the International Offer Shares
under the International Offering, but may not do both. All Eligible Employees may apply
for Hong Kong Offer Shares in the Hong Kong Public Offering and Employee Reserved
Shares in the Employee Preferential Offering but may not apply for or indicate an interest
for the International Offer Shares under the International Offering.
The Offer Shares will represent approximately 15.63% of the enlarged issued share
capital of our Company immediately after completion of the Global Offering without
taking into account the exercise of the Over-allotment Option. If the Over-allotment
Option is exercised in full, the additional International Offer Shares will represent
approximately 2.34% of the enlarged issued share capital of our Company immediately
after completion of the Global Offering and the exercise of the Over-allotment Option as
set out in “— The International Offering — Over-allotment Option” below.
STRUCTURE OF THE GLOBAL OFFERING
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The Hong Kong Public Offering is open to members of the public in Hong Kong as
well as to institutional and professional investors in Hong Kong. The International
Offering will involve selective marketing of the International Offer Shares to institutional
and professional investors and other investors expected to have a sizeable demand for the
International Offer Shares in Hong Kong and other jurisdictions outside the United States
in reliance on Regulation S. The International Underwriters are soliciting from
prospective investors’ indications of interest in acquiring the International Offer Shares
under the International Offering. Prospective investors will be required to specify the
number of International Offer Shares under the International Offering they would be
prepared to acquire either at different prices or at a particular price.
References in this prospectus to applications, application monies or the procedure
for application relate solely to the Hong Kong Public Offering.
The number of Offer Shares to be offered under the Hong Kong Public Offering and
the International Offering, respectively, may be subject to reallocation as described in “—
The Hong Kong Public Offering — Reallocation” below.
THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer Shares Initially Offered
We are initially offering 4,166,800 Shares for subscription by the public in Hong
Kong at the Offer Price, representing approximately 10.00% of the total number of the
Offer Shares initially available under the Global Offering. Subject to the reallocation of the
Offer Shares between the International Offering and the Hong Kong Public Offering, the
Hong Kong Offer Shares will represent approximately 1.56% of the enlarged issued share
capital of our Company immediately following the completion of the Global Offering.
The Hong Kong Public Offering is open to members of the public in Hong Kong as
well as to institutional and professional investors. Professional investors generally
include brokers, dealers, and companies (including fund managers) whose ordinary
business involves dealing in shares and other securities, and corporate entities which
regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set
forth in “— Conditions of the Global Offering” below.
Allocation
Allocation of the Offer Shares to investors under the Hong Kong Public Offering
will be based solely on the level of valid applications received under the Hong Kong
Public Offering. The basis of allocation may vary, depending on the number of Hong Kong
Offer Shares validly applied for by applicants. Such allocation could, where appropriate,
consist of balloting, which would mean that some applicants may receive a higher
allocation than the others who have applied for the same number of the Hong Kong Offer
Shares, and those applicants who are not successful in the ballot may not receive any
Hong Kong Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
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For allocation purposes only, the total number of Hong Kong Offer Shares available
under the Hong Kong Public Offering (after taking into account any reallocation referred
to below) and after deducting the number of Employee Reserved Shares validly applied
for under the Employee Preferential Offering will be divided equally into two pools: pool
A and pool B (with any odd lot being allocated to pool A). The Hong Kong Offer Shares in
pool A will be allocated on an equitable basis to applicants who have applied for Hong
Kong Offer Shares with an aggregate subscription price of HK$5 million (excluding the
brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange
trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an
equitable basis to applicants who have applied for Hong Kong Offer Shares with an
aggregate subscription price of more than HK$5 million (excluding the brokerage, the SFC
transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) and
up to the total value in pool B.
Investors should be aware that applications in Pool A and applications in Pool B
may receive different allocation ratios. If the Hong Kong Offer Shares in one (but not both)
of the pools are undersubscribed, the surplus Hong Kong Offer Shares will be transferred
to the other pool to satisfy demand in that other pool and be allocated accordingly. For the
purpose of this paragraph only, the “price” for the Offer Shares means the price payable
on application therein (without regard to the Offer Price as finally determined).
Applicants can only receive an allocation of the Hong Kong Offer Shares from either Pool
A or Pool B but not from both pools.
Multiple or suspected multiple applications and any application for more than
2,009,200 Hong Kong Offer Shares (being approximately 50% of the 4,166,800 Hong Kong
Offer Shares initially available under the Hong Kong Public Offering) are liable to be
rejected.
Reallocation
The allocation of the Offer Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation at the discretion of the Sole Overall
Coordinator. Paragraph 4.2 of Practice Note 18 of the Listing Rules requires a clawback
mechanism to be put in place which would have the effect of increasing the number of the
Offer Shares under the Hong Kong Public Offering to a certain percentage of the total
number of the Offer Shares offered under the Global Offering if the International Offer
Shares are fully subscribed or oversubscribed and certain prescribed total demand levels
under the Hong Kong Public Offering are reached.
If the International Offering is fully subscribed or oversubscribed and the number of
Offer Shares validly applied for under the Hong Kong Public Offering represents (a) 15
times or more but less than 50 times; (b) 50 times or more but less than 100 times; and (c)
100 times or more of the total number of Offer Shares initially available under the Hong
Kong Public Offering, then Offer Shares will be reallocated to the Hong Kong Public
Offering from the International Offering. As a result of such reallocation, the total number
of Offer Shares available under the Hong Kong Public Offering will be increased to
12,500,200 Offer Shares (in the case of (a)), 16,666,800 Offer Shares (in the case of (b)) and
20,833,400 Offer Shares (in the case of (c)), representing approximately 30%,
approximately 40% and 50% of the total number of Offer Shares initially available under
STRUCTURE OF THE GLOBAL OFFERING
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the Global Offering, respectively (before any exercise of the Over-allotment Option) (the
“PN18Clawback ”). In each case, the additional Offer Shares reallocated to the Hong Kong
Public Offering will be allocated between pool A and pool B and the number of Offer
Shares allocated to the International Offering will be correspondingly reduced in such
manner as the Sole Overall Coordinator deems appropriate.
If the Hong Kong Public Offering is not fully subscribed for, the Sole Overall
Coordinator has the authority to reallocate all or any unsubscribed Hong Kong Offer
Shares to the International Offering, in such proportions as the Sole Overall Coordinator
deems appropriate. In addition, the Sole Overall Coordinator may in its sole discretion
reallocate Offer Shares from the International Offering to the Hong Kong Public Offering
to satisfy valid applications under the Hong Kong Public Offering. In particular, if (i) the
International Offering is not fully subscribed and the Hong Kong Public Offering is fully
subscribed or oversubscribed irrespective of the number of times; or (ii) the International
Offering is fully subscribed or oversubscribed and the Hong Kong Public Offering is fully
subscribed or oversubscribed with the number of Offer Shares validly applied for in the
Hong Kong Public Offering representing less than 15 times of the number of Shares
initially available for subscription under the Hong Kong Public Offering, the Sole Overall
Coordinator has the authority to reallocate International Offer Shares originally included
in the International Offering to the Hong Kong Public Offering in such number as they
deem appropriate, provided that in accordance with Chapter 4.14 of the Guide for New
Listing Applicants issued by the Stock Exchange, the number of International Offer Shares
reallocated to the Hong Kong Public Offering should not exceed 4,166,800 Shares,
representing approximately the number of the Offer Shares initially available under the
Hong Kong Public Offering, increasing the total number of Offer Shares available under
the Hong Kong Public Offering to 8,333,600 Shares, representing double of the Offer
Shares initially available under the Hong Kong Public Offering and the final Offer Price
shall be fixed at the bottom end of the indicative price range (i.e. HK$25.30 per Offer
Share).
In each case, the additional Offer Shares reallocated to the Hong Kong Public
Offering will be allocated between pool A and pool B and the number of Offer Shares
allocated to the International Offering will be correspondingly reduced in such manner as
the Sole Overall Coordinator deems appropriate.
The Offer Shares to be offered in the Hong Kong Public Offering and the Offer
Shares to be offered in the International Offering may, in certain circumstances, be
reallocated between these offerings at the discretion of the Sole Overall Coordinator.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering
and the International Offering will be disclosed in the results announcement of the Global
Offering, which is expected to be published on Friday, June 27, 2025.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him/her that he/she and
any person(s) for whose benefit he/she is making the application has not applied for or
taken up, or indicated an interest for, and will not apply for or take up, or indicate an
interest for, any Offer Shares under the International Offering, and such applicant’s
application is liable to be rejected if the said undertaking and/or confirmation is breached
and/or untrue (as the case may be) or it has been or will be placed or allocated Offer
Shares under the International Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 351 ---
Applicants under the Hong Kong Public Offering may be required to pay, on
application (subject to application channels), the maximum Offer Price of HK$27.80 per
Offer Share in addition to the brokerage, SFC transaction levy, AFRC transaction levy and
the Hong Kong Stock Exchange trading fee payable on each Offer Share. Further details
are set out in the section headed “How to Apply for Hong Kong Offer Shares”.
THE EMPLOYEE PREFERENTIAL OFFERING
Of the 4,166,800 Shares initially being offered under the Hong Kong Public Offering,
148,200 Shares (representing approximately 0.36% of the total number of Offer Shares
initially being offered under the Global Offering) are available for subscription by the
Eligible Employees on a preferential basis, subject to the terms and conditions set forth in
this prospectus.
The Employee Reserved Shares are being offered out of the Hong Kong Public
Offering and are not subject to the clawback mechanism as set forth in “— The Hong Kong
Public Offering — Reallocation” above. As at the Latest Practicable Date, there were 27
Eligible Employees being eligible to apply for Employee Reserved Shares under the
Employee Preferential Offering.
Allocation of the Employee Reserved Shares under the Employee Preferential
Offering will be based on the written guidelines distributed to the Eligible Employees
which are consistent with the allocation guidelines contained in Practice Note 20 of the
Listing Rules.
The allocation of the Employee Reserved Shares under the Employee Preferential
Offering will, in any event, be made on an equitable basis and will not be based on the
identity, the seniority, the length of service or the work performance of the Eligible
Employees. No favour will be given to the Eligible Employees who apply for a large
number of Employee Reserved Shares. Eligible Employees applying for Employee
Reserved Shares will be subject to an allocation basis that is based on the level of valid
applications received. The allocation basis will be determined by the Hong Kong Share
Registrar based on the level of valid applications received under the Employee
Preferential Offering and the number of Employee Reserved Shares validly applied for
within each application tier. The allocation basis will be consistent with the allocation
basis commonly used in the case of over-subscriptions in public offerings in Hong Kong,
where a higher allocation percentage will be applied in respect of smaller applications.
Any Employee Reserved Shares not subscribed for by the Eligible Employees will be
available for subscription by the public in Hong Kong under the Hong Kong Public
Offering after the reallocation in pool A and pool B in equal proportion as described in “—
The Hong Kong Public Offering” above.
Any application made for more than 148,200 Employee Reserved Shares will be
treated as if it is an application for 148,200 Employee Reserved Shares. Any Employee
Reserved Shares not subscribed for by the Eligible Employees under the Employee
Preferential Offering will be available for subscription by the public in Hong Kong under
the Hong Kong Public Offering after the reallocation as described in “— The Hong Kong
Public Offering”.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 352 ---
If you are an Eligible Employee, in addition to being able to apply for Employee
Reserved Shares under the Employee Preferential Offering by the HK eIPO Pink Form
Service, you may also apply for Public Offer Shares as a member of the public in the Hong
Kong Public Offering by submitting application online through the HK eIPO White Form
service or the HKSCC EIPO channel, but you may not apply for or indicate an interest for
International Offer Shares under the International Offering. Eligible Employees will
receive no preference as to entitlement or allocation in respect of such further application
for Hong Kong Offer Shares.
THE INTERNATIONAL OFFERING
Number of International Offer Shares Initially Offered
The International Offering will consist of an initial offering of 37,500,000 Offer
Shares, representing approximately 90.00% of the total number of Offer Shares initially
available under the Global Offering (subject to reallocation and the Over-allotment
Option). The number of the Offer Shares initially offered under the International Offering,
subject to any reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering, will represent approximately 14.06% of the total number of
Shares in issue immediately following the completion of the Global Offering.
Allocation
The International Offering will include selective marketing of the Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for such Offer Shares in Hong Kong and other jurisdictions outside the United
States in reliance on Regulation S. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing
in shares and other securities and corporate entities which regularly invest in shares and
other securities. Allocation of the Offer Shares pursuant to the International Offering will
be effected in accordance with the “book-building” process described in “— Pricing and
Allocation” below and based on a number of factors, including the level and timing of
demand, the total size of the relevant investor’s invested assets or equity assets in the
relevant sector and whether or not it is expected that the relevant investor is likely to buy
further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the Offer
Shares on the Hong Kong Stock Exchange. Such allocation is intended to result in a
distribution of the International Offer Shares on a basis which would lead to the
establishment of a solid professional and institutional shareholder base to the benefit of
our Company and its Shareholders as a whole.
The Sole Overall Coordinator (for itself and on behalf of the International
Underwriters) may require any investor who has been offered Offer Shares under the
International Offering, and who has made an application under the Hong Kong Public
Offering, to provide sufficient information to the Sole Overall Coordinator so as to allow
them to identify the relevant applications under the Hong Kong Public Offering and to
ensure that they are excluded from any application of the Offer Shares under the Hong
Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 353 ---
Reallocation
The total number of the Offer Shares to be issued or sold pursuant to the
International Offering may change as a result of the reallocation arrangement described in
“— The Hong Kong Public Offering — Reallocation” above, the exercise of the
Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer
Shares originally included in the Hong Kong Public Offering to the International Offering.
Over-allotment Option
In connection with the Global Offering, our Company and the Over-allotment
Option Grantor are expected to grant an Over-allotment Option to the International
Underwriters.
Pursuant to the Over-allotment Option, the International Underwriters have the
right, exercisable by the Sole Global Coordinator on behalf of the International
Underwriters at any time during the 30-day period from the last day for lodging
applications under the Hong Kong Public Offering, to require the Over-allotment Option
Grantor to sell the Option Shares, up to a total of 6,250,000 Option Shares, representing
approximately 15.0% of the total number of the Offer Shares initially available under the
Global Offering in aggregate, at the same price per Offer Share under the International
Offering to cover over-allocation in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Shares to be sold
pursuant thereto will represent approximately 2.34% of our issued share capital
immediately following the completion of the Global Offering. In the event that the
Over-allotment Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the
newly issued securities in the secondary market, during a specified period of time, to
reduce and, if possible, prevent any decline in the market price of the securities below the
offer price. In Hong Kong and a number of other jurisdictions, activity aimed at reducing
the market price is prohibited, and the price at which stabilization is effected is not
permitted to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager, its affiliates or any
person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions
with a view to stabilizing or supporting the market price of the Shares at a level higher
than that which might otherwise prevail for a limited period after the Listing Date, to the
extent permitted by applicable laws of Hong Kong or elsewhere. However, there is no
obligation on the Stabilizing Manager, its affiliates or any persons acting for it, to conduct
any such stabilizing action. Such stabilization action, if taken, (a) will be conducted at the
absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the
Stabilizing Manager reasonably regards as the best interest of our Company, (b) may be
discontinued at any time and (c) is required to be brought to an end within 30 days of the
last day for lodging applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 354 ---
Stabilizing action permitted in Hong Kong pursuant to the Securities and Futures
(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, includes
(i) over-allocation for the purpose of preventing or minimizing any reduction in the
market price of the Shares, (ii) selling or agreeing to sell the Shares so as to establish a
short position in them for the purpose of preventing or minimizing any reduction in the
market price of the Shares, (iii) purchasing or subscribing for, or agreeing to purchase or
subscribe for, the Offer Shares pursuant to the Over-allotment Option in order to close out
any position established under (i) or (ii) above, (iv) purchasing, or agreeing to purchase,
any of the Offer Shares for the sole purpose of preventing or minimizing any reduction in
the market price of the Offer Shares, (v) selling or agreeing to sell any Offer Shares in order
to liquidate any position established as a result of those purchases and (vi) offering or
attempting to do anything as described in paragraph (ii), (iii), (iv) or (v) above.
Specifically, prospective applicants for and investors in the Offer Shares should note
that:
• the Stabilizing Manager, its affiliates or any person acting for it may, in
connection with the stabilizing action, maintain a long position in the Shares;
• there is no certainty regarding the extent to which and the time or period for
which the Stabilizing Manager, or any person acting for it, will maintain such
a long position;
• liquidation of any such long position by the Stabilizing Manager, its affiliates
or any person acting for it may have an adverse impact on the market price of
the Shares;
• no stabilizing action can be taken to support the price of the Shares for longer
than the stabilizing period which will begin on the Listing Date, and is
expected to expire on the 30th day after the last day for the lodging of
applications under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the Shares, and therefore
the price of the Shares, could fall;
• the price of the Shares cannot be assured to stay at or above the Offer Price by
the taking of any stabilizing action; and
• stabilizing bids may be made or transactions effected in the course of the
stabilizing action at any price at or below the Offer Price, which means that
stabilizing bids may be made or transactions effected at a price below the
price paid by applicants for, or investors in, the Shares.
Our Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong)
will be made within seven days of the expiration of the stabilization period.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 355 ---
Over-allocation
Following any over-allocation of the Shares in connection with the Global Offering,
the Sole Overall Coordinator, its affiliates or any person acting for them may cover such
over-allocation by, amongst other methods, exercising the Over-allotment Option in full
or in part, by using Shares purchased by the Stabilizing Manager, its affiliates or any
person acting for it in the secondary market, or through the stock borrowing arrangement
mentioned below or by a combination of these means. Any such purchases will be made in
accordance with the laws, rules and regulations in place in Hong Kong on stabilization.
The number of Shares which can be over-allocated will not exceed the number of the
Shares which may be sold pursuant to the exercise in full of the Over-allotment Option,
being 6,250,000 Shares, representing approximately 15.00% of the Offer Shares initially
available under the Global Offering.
STOCK BORROWING
In order to facilitate the settlement of over-allocations, if any, in connection with the
Global Offering, the Stabilizing Manager (or its affiliates or any person acting for it) may
choose to borrow up to 6,250,000 Shares in aggregate (being the maximum number of
Shares which may be sold pursuant to the exercise of the Over-allotment Option and
representing approximately 15.00% of the number of Offer Shares initially available under
the Global Offering) by the Over-allotment Option Grantors, pursuant to the Stock
Borrowing Agreements, each of which is expected to be entered into between the
Stabilizing Manager (or its affiliates or any person acting for it) and each Over-allotment
Option Grantor on or about the Price Determination Date.
Such stock borrowing arrangement under the Stock Borrowing Agreements, if
entered into, will not be subject to the restrictions of Rule 10.07(1)(a) of the Listing Rules
provided that the requirements set out in Rule 10.07(3) of the Listing Rules are complied
with.
Such stock borrowing arrangement is fully described in this prospectus and must be
for the sole purpose of covering any short position prior to the exercise of the
Over-allotment Option. The same number of Offer Shares so borrowed must be returned
to the Over-allotment Option Grantors on or before the third Business Day following the
earlier of (a) the last day on which the Over-allotment Option may be exercised, (b) the
day on which the Over-allotment Option is exercised in full and the relevant Offer Shares
subject to the Over-allotment Option having been sold by the Over-allotment Option
Grantors, or (c) such earlier time as the Stabilizing Manager and the Over-allotment
Option Grantors may agree in writing. No payment will be made to Over-allotment
Option Grantors by the Stabilizing Manager or its agent in relation to such stock
borrowing arrangement.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 356 ---
PRICING AND ALLOCATION
The International Underwriters will be soliciting from prospective investors
indications of interest in acquiring the Offer Shares in the International Offering.
Prospective professional and institutional investors will be required to specify the number
of Offer Shares under the International Offering they would be prepared to acquire either
at different prices or at a particular price. This process, known as “book-building”, is
expected to continue up to, and to cease on or about, the last day for lodging applications
under the Hong Kong Public Offering.
Pricing for the Offer Shares for the purpose of the various offerings under the Global
Offering will be fixed on the Price Determination Date, which is expected to be on or about
Thursday, June 26, 2025 and, in any event, not later than 12:00 noon on Thursday, June 26,
2025, by agreement among the Sole Overall Coordinator (for itself and on behalf of the
Underwriters) and our Company. The number of Offer Shares to be allocated under the
various offerings will be determined shortly thereafter.
The Offer Price will not be more than HK$27.80 per Offer Share and is expected to be
not less than HK$25.30 per Offer Share unless otherwise announced, as further explained
below, not later than the morning of the last day for lodging applications under the Hong
Kong Public Offering. Applicants under the Hong Kong Public Offering may be required
to pay, on application (subject to application channels), the maximum Offer Price of
HK$27.80 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, the
AFRC transaction levy of 0.00015%, and Stock Exchange trading fee of 0.00565%
amounting to a total of HK$5,616.07 for one board lot of 200 Shares. Prospective investors
should be aware that the Offer Price to be determined on the Price Determination Date
may be, but is not expected to be, lower than the indicative Offer Price range stated in
this prospectus.
The Sole Overall Coordinator (for itself and on behalf of the Hong Kong
Underwriters) may, where considered appropriate, based on the level of interest
expressed by prospective professional and institutional investors during the
book-building process, and with our consent, reduce the number of Offer Shares and/or
the indicative Offer Price range below as stated in this prospectus at any time on or prior
to the morning of the last day for lodging applications under the Hong Kong Public
Offering. In such a case, our Company will, as soon as practicable following the decision
to make such reduction, and in any event not later than the morning of the last day for
lodging applications under the Hong Kong Public Offering, publish on the website of our
Company (www.iffamily.com) and the website of the Stock Exchange
(www.hkexnews.hk ) an announcement to cancel the Global Offering. Our Company will
then relaunch the offer at the revised number of Offer Shares and/or the revised Offer
Price with a supplemental or new prospectus as required under Rule 11.13 of the Listing
Rules, and complete the requisite settlement processes on the FINI platform afresh. The
Global Offering must first be canceled and subsequently relaunched on the FINI platform
pursuant to the supplemental or new prospectus. In the absence of any such
announcement or supplemental or new prospectus, the number of Offer Shares will not be
reduced and/or the Offer Price, if agreed upon between our Company and the Sole
Overall Coordinator, will under no circumstances be set outside the Offer Price range
stated in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 357 ---
In the event of a reduction in the number of Offer Shares, the Sole Overall
Coordinator may, at their discretion, reallocate the number of Offer Shares to be offered in
the Hong Kong Public Offering and the International Offering in accordance with Chapter
4.14 of the Guide for New Listing Applicants issued by the Stock Exchange and paragraph
4.2 of Practice Note 18 of the Listing Rules, provided that the number of Offer Shares
comprised in the Hong Kong Public Offering shall not be less than 10% of the total number
of Offer Shares available under the Global Offering. The Offer Shares to be offered in the
Hong Kong Public Offering and the Offer Shares to be offered in the International Offering
may, in certain circumstances, be reallocated between these offerings at the discretion of
the Sole Overall Coordinator.
The final Offer Price, the level of indications of interest in the International Offering,
the level of applications in the Hong Kong Public Offering and the basis of allocations of
Offer Shares under the Hong Kong Public Offering are expected to be announced on
Friday, June 27, 2025 on the website of our Company ( www.iffamily.com ) and the website
of the Hong Kong Stock Exchange ( www.hkexnews.hk ).
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong
Underwriters under the terms of the Hong Kong Underwriting Agreement and is subject
to agreement on the Offer Price between our Company and the Sole Overall Coordinator
(for itself and on behalf of the Underwriters) on the Price Determination Date.
We expect that our Company will enter into the International Underwriting
Agreement relating to the International Offering on the Price Determination Date.
The underwriting arrangements under the Hong Kong Underwriting Agreement
and the International Underwriting Agreement are summarized in the section headed
“Underwriting.”
CONDITIONS OF THE GLOBAL OFFERING
Acceptances of all applications for Offer Shares will be conditional on:
(a) the Hong Kong Stock Exchange granting approval for the listing of, and
permission to deal in, the Shares in issue and to be issued pursuant to the
Global Offering on the Main Board of the Hong Kong Stock Exchange and
such approval not subsequently having been withdrawn or revoked prior to
the Listing Date;
(b) the Offer Price having been agreed between the Sole Overall Coordinator (for
itself and on behalf of the Underwriters) and us;
(c) the execution and delivery of the International Underwriting Agreement on or
about the Price Determination Date; and
STRUCTURE OF THE GLOBAL OFFERING
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--- page 358 ---
(d) the obligations of the Underwriters under each of the respective Underwriting
Agreements becoming and remaining unconditional and not having been
terminated in accordance with the terms of the respective Underwriting
Agreements,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times).
If, for any reason, the Offer Price is not agreed between the Sole Overall Coordinator
(for itself and on behalf of the Underwriters) and us by 12:00 noon on Thursday, June 26,
2025, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, amongst other things, the other becoming unconditional and
not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the times and dates
specified, the Global Offering will lapse and the Hong Kong Stock Exchange will be
notified immediately. We will as soon as possible publish or cause to be published a notice
of the lapse of the Hong Kong Public Offering on the website of our Company
(www.iffamily.com) and the website of the Hong Kong Stock Exchange
(www.hkexnews.hk). In such eventuality, all application monies will be returned,
without interest, on the terms set forth in the section headed “How to Apply for Hong
Kong Offer Shares — D. Dispatch/Collection of Share Certificates and Refund of
Application Monies”. In the meantime, all application monies will be held in a separate
bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed under
the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), as amended.
Share certificates issued in respect of the Hong Kong Offer Shares will only become
valid at 8:00 a.m. on the Listing Date provided that the Global Offering has become
unconditional in all respects (including the Underwriting Agreements not having been
terminated in accordance with their terms) at any time prior to 8:00 a.m. on the Listing
Date.
SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the Shares on the
Hong Kong Stock Exchange and compliance with the stock admission requirements of
HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance
and settlement in CCASS with effect from the Listing Date or on any other date as
determined by HKSCC. Settlement of transactions between participants of the Hong Kong
Stock Exchange is required to take place in CCASS on the second settlement day after any
trading day. All activities under CCASS are subject to the General Rules of HKSCC and
HKSCC Operational Procedures in effect from time to time.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 359 ---
All necessary arrangements have been made to enable the Shares to be admitted into
CCASS. Investors should seek the advice of their stockbroker or other professional
advisor for details of those settlement arrangements and how such arrangements will
affect their rights and interests.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before
8:00 a.m. in Hong Kong on Monday, June 30, 2025, it is expected that dealings in the Shares
on the Hong Kong Stock Exchange will commence at 9:00 a.m. on Monday, June 30, 2025.
The Shares will be traded on the Main Board of the Hong Kong Stock Exchange in
board lots of 200 Shares each. The stock code of the Shares will be 6603.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 360 ---
IMPORTANT NOTICE TO INVESTORS OF
HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing
Information” section, and our website at www.iffamily.com.
The contents of this prospectus are identical to the prospectus as registered with
the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit
you are applying for:
• are 18 years of age or older; and
• have a Hong Kong address (for the HK eIPO White Form service only).
You may choose to apply for Employee Reserved Shares if you are also an Eligible
Employee.
Unless permitted by the Listing Rules or a waiver and/or consent has been granted
by the Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or
the person(s) for whose benefit you are applying for:
• are an existing Shareholder or close associates; or
• are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period except for the Employee Preferential
Offering will begin at 9:00 a.m. on Friday, June 20, 2025 and end at 12:00 noon on
Wednesday, June 25, 2025 (Hong Kong time).
The Employee Preferential Offering period will begin at 9:00 a.m. on Friday, June 20,
2025 and the latest time for completing electronic applications under the HK eIPO Pink
Form service is 4:00 p.m. on Tuesday, June 24, 2025.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 361 ---
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
HK eIPO Pink
Form service
www.hkeipo.hk Eligible Employees who
apply for Employee
Reserved Shares under the
Employee Preferential
Offering only
From 9:00 a.m. on Friday,
June 20, 2025 to 4:00 p.m.
on Tuesday, June 24, 2025,
Hong Kong time.
The latest time for
completing full payment of
application monies will be
12:00 noon on Wednesday,
June 25, 2025, Hong Kong
time.
HK eIPO White
Form service
www.hkeipo.hk
Investors who would like to
receive a physical Share
certificate. Hong Kong
Offer Shares successfully
applied for will be allotted
and issued in your own
name.
From 9:00 a.m. on Friday,
June 20, 2025 to 11:30 a.m.
on Wednesday, June 25,
2025, Hong Kong time.
The latest time for
completing full payment of
application monies will be
12:00 noon on Wednesday,
June 25, 2025, Hong Kong
time.
HKSCC EIPO
channel
Your broker or custodian who
is a HKSCC Participant will
submit an EIPO application
on your behalf through
HKSCC’s FINI system in
accordance with your
instruction.
Investors who would not like
to receive a physical Share
certificate. Hong Kong
Offer Shares successfully
applied for will be allotted
and issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 362 ---
The HK eIPO Pink Form service, HK eIPO White Form service and the HKSCC
EIPO channel are facilities subject to capacity limitations and potential service
interruptions and you are advised not to wait until the last day of the application period to
apply for Hong Kong Offer Shares.
For those applying through the HK eIPO Pink Form service and HK eIPO White
Form service, once you complete payment in respect of any application instructions given
by you or for your benefit through the HK eIPO Pink Form service and HK eIPO White
Form service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set
of electronic application instructions has been given for your benefit. If you are an agent
for another person, you shall be deemed to have declared that you have only given one set
of electronic application instructions for the benefit of the person for whom you are an
agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO
Pink Form service and HK eIPO White Form service more than once and obtaining
different payment reference numbers without effecting full payment in respect of a
particular reference number will not constitute an actual application.
If you apply through the HK eIPO Pink Form service and HK eIPO White Form
service, you are deemed to have authorized the HK eIPO Pink Formand HK eIPO White
Form Service Provider to apply on the terms and conditions in this prospectus, as
supplemented and amended by the terms and conditions of the HK eIPO Pink Form
service and HK eIPO White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on
your behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each
of you jointly and severally) are deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply
for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated
in this prospectus and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be
deemed to have been made for any application instructions given by you or for your
benefit to HKSCC (in which case an application will be made by HKSCC Nominees on
your behalf) provided such application instruction has not been withdrawn or otherwise
invalidated before the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken
by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or
for any breach of the terms and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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3. Information Required to Apply
You must provide the following information with your application:
For Eligible Employees and
Individual Applicants For Corporate Applicants
• Full name(s) 2 as shown on your
identity document
• Full name(s) 2 as shown on your
identity document
• Identity document’s issuing country
or jurisdiction
• Identity document’s issuing country
or jurisdiction
• Identity document type, with order
of priority:
• Identity document type, with order
of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document;
and
• Identity document number • Identity document number
Notes:
1. If you are applying through the HK eIPO Pink Form service and HK eIPO White Form service,
you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong
address. You are also required to declare that the identity information provided by you follows
the requirements as described in Note 2 below. In particular, where you cannot provide a HKID
number, you must confirm that you do not hold a HKID card. The number of joint applicants may
not exceed four. If you are a firm, the applicant must be in the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname,
given name, middle and other names (if any) must be input in the same order as shown on the
identity document. If an applicant’s identity document contains both an English and Chinese
name, both English and Chinese names must be used. Otherwise, either English or Chinese names
will be accepted. The order of priority of the applicant’s identity document type must be strictly
followed and where an individual applicant has a valid HKID card (including both Hong Kong
Residents and Hong Kong Permanent Residents), the HKID number must be used when making
an application to subscribe for shares in a public offer. Similarly for corporate applicants, a LEI
number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above,
will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or
CIS), the CID of the asset management company or the individual fund, as appropriate, which has
opened a trading account with the broker will be required, as above.
4. The maximum number of joint account holders on FINI is capped at 4 in accordance with market
practice.
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5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type;
and (ii), the identity document number, for each of the beneficial owners or, in the case(s) of joint
beneficial owners, for each joint beneficial owner. If you do not include this information, the
application will be treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is
dealing in securities; and (ii) you exercise statutory control over that company, then the
application will be treated as being for your benefit and you should provide the required
information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or
any other stock exchange.
“Statutory control” means you:
• control the composition of the board of directors of the company;
• control more than half of the voting power of the company; or
• hold more than half of the issued share capital of the company (not counting any part of it
which carries no right to participate beyond a specified amount in a distribution of either
profits or capital).
For those applying through the HKSCC EIPO channel, and making an application
under a power of attorney, we and the Sole Overall Coordinator, as our agent, have
discretion to consider whether to accept it on any conditions we think fit, including
evidence of the attorney’s authority.
Failing to provide any required information may result in your application being
rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 200
Permitted number of
Hong Kong Offer
Shares for
application and
amount payable on
application/successful
allotment
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The maximum Offer Price is HK$27.80 per Share.
If you are applying through the HKSCC EIPO
channel, you are required to prefund your application
based on the amount specified by your broker or
custodian, as determined based on the applicable
laws and regulations in Hong Kong.
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--- page 365 ---
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO Channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the final Offer Price, brokerage, SFC transaction levy,
the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the designated bank for your broker
or custodian.
If you are applying through the HK eIPO White Form
service, you may refer to the table below for the
amount payable for the number of Shares you have
selected. You must pay the respective maximum
amount payable on application in full upon
application for Hong Kong Offer Shares.
IFBH Limited
(HK$27.80 per Offer Share)
NUMBER OF SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 5,616.07 5,000 140,401.81 80,000 2,246,429.05 1,200,000 33,696,435.60
400 11,232.15 6,000 168,482.17 90,000 2,527,232.66 1,400,000 39,312,508.20
600 16,848.22 7,000 196,562.53 100,000 2,808,036.30 1,600,000 44,928,580.80
800 22,464.29 8,000 224,642.90 200,000 5,616,072.60 1,800,000 50,544,653.40
1,000 28,080.36 9,000 252,723.28 300,000 8,424,108.90 2,009,200
(1) 56,419,065.34
1,200 33,696.43 10,000 280,803.64 400,000 11,232,145.20
1,400 39,312.51 20,000 561,607.25 500,000 14,040,181.50
1,600 44,928.58 30,000 842,410.89 600,000 16,848,217.80
1,800 50,544.66 40,000 1,123,214.52 700,000 19,656,254.10
2,000 56,160.72 50,000 1,404,018.16 800,000 22,464,290.40
3,000 84,241.09 60,000 1,684,821.78 900,000 25,272,326.70
4,000 112,321.45 70,000 1,965,625.41 1,000,000 28,080,363.00
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50%
of the Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading
fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the
Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service
Provider (for applications made through the application channel of the HK eIPO White Form
service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered
and any such application is liable to be rejected.
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If you are an Eligible Employee and applying through the HK eIPO Pink Form
service, you may refer to the table below for the amount payable for the number of Shares
you have selected. You must pay the respective maximum amount payable on application
in full upon application for Employee Reserved Shares.
IFBH Limited
(HK$27.80 per Offer Share)
NUMBER OF SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
No. of
Employee
Reserved
Shares
applied for
Maximum
Amount
payable(2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 5,616.07 3,000 84,241.09 16,000 449,285.81 100,000 2,808,036.30
400 11,232.15 4,000 112,321.45 18,000 505,446.53 110,000 3,088,839.94
600 16,848.22 5,000 140,401.81 20,000 561,607.25 120,000 3,369,643.55
800 22,464.29 6,000 168,482.17 30,000 842,410.89 130,000 3,650,447.19
1,000 28,080.36 7,000 196,562.53 40,000 1,123,214.52 148,200
(1) 4,161,509.80
1,200 33,696.43 8,000 224,642.90 50,000 1,404,018.16
1,400 39,312.51 9,000 252,723.28 60,000 1,684,821.78
1,600 44,928.58 10,000 280,803.64 70,000 1,965,625.41
1,800 50,544.66 12,000 336,964.36 80,000 2,246,429.05
2,000 56,160.72 14,000 393,125.08 90,000 2,527,232.66
Notes:
(1) Maximum number of Employee Reserved Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading
fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the
Exchange Participants (as defined in the Listing Rules) or to the HK eIPO Pink Form Service
Provider (for applications made through the application channel of the HK eIPO Pink Form
service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your
own benefit, except where you are a nominee and provide the information of the
underlying investor in your application as required under the paragraph headed “— A.
Application for Hong Kong Offer Shares — 3. Information Required to Apply ” in this section. If
you are suspected of submitting or cause to submit more than one application, all of your
applications will be rejected.
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--- page 367 ---
Multiple applications made either through (i) the HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be
rejected. If you have made an application through the HK eIPO White Form service or
HKSCC EIPO channel, you or the person(s) for whose benefit you have made the
application shall not apply further for any Offer Shares in the Global Offering.
In addition, if you are an Eligible Employee, you may also make an additional
application for the Employee Reserved Shares by the HK eIPO Pink Form service. Only
one application for the Employee Reserved Shares is permitted per Eligible Employee
under the Employee Preferential Offering. Multiple applications by any Eligible
Employee are liable to be rejected.
The Hong Kong Share Registrar would record all applications into its system and
identify suspected multiple applications with identical names and identification
document numbers according to the Best Practice Note on Treatment of
Multiple/Suspected Multiple Applications issued by the Federation of Share Registrars
Limited.
Since applications are subject to personal information collection statements,
identification document numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the application channels specified
in this prospectus, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorise us
and/or the Sole Overall Coordinator, as our agents, to execute anydocuments
for you and to do on your behalf all things necessary to register any Hong
Kong Offer Shares allocated to you in your name or in the name of HKSCC
Nominees as required by the Articles of Association, and (if you are applying
through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer
Shares directly into CCASS for the credit of your designated HKSCC
Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and
application procedures set out in this prospectus and the designated website
of the HK eIPO Pink Form service and/or the HK eIPO White Form service
(or as the case may be, the agreement you entered into with your broker or
custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the
arrangements, undertakings and warranties under the participant agreement
between your broker or custodian and HKSCC and observe the General Rules
of HKSCC and the HKSCC Operational Procedures for giving application
instructions to apply for Hong Kong Offer Shares;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(iv) confirm that you are aware of the restrictions on offers and sales of shares set
out in this prospectus and they do not apply to you, or the person(s) for whose
benefit you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have
relied only on the information and representations contained therein in
making your application (or as the case may be, causing your application to be
made) and will not rely on any other information or representations;
(vi) agree that the Sole Sponsor, the Sole Overall Coordinator, the Sole Global
Coordinator, the Sole Bookrunner, the Joint Lead Managers, the Underwriters,
their respective directors, officers, employees, partners, agents, advisors and
any parties included in the Global Offering (the “ Relevant Persons ”), the
Hong Kong Share Registrar and HKSCC will not be liable for any information
and representations not in this prospectus and any supplement to it;
(vii) agree to disclose the details of your application and your personal data and
any other personal data which may be required about you and the person(s)
for whose benefit you have made the application to us, the Relevant Persons,
the Hong Kong Share Registrar, HKSCC, HKSCC Nominees, the Stock
Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations, for the purposes under
the paragraph headed “— G. Personal Data — 3. Purposes” and “— G.
Personal Data — 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent
misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or
HKSCC Nominees on your behalf cannot be revoked once it is accepted, which
will be evidenced by the notification of the result of the ballot by the Hong
Kong Share Registrar by way of publication of the results at the time and in
the manner as specified in the paragraph headed “— B. Publication of
Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed
“— C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer
Shares” in this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance
of it and the resulting contract will be governed by and construed in
accordance with the laws of Hong Kong;
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--- page 369 ---
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, the Articles of Association and
laws of any place outside Hong Kong that apply to your application and that
neither we nor the Relevant Persons will breach any law inside and/or
outside Hong Kong as a result of the acceptance of your offer to purchase, or
any action arising from your rights and obligations under the terms and
conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your
behalf is not financed directly or indirectly by the Company, any of the
directors, chief executives, substantial Shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their
respective close associates; and (b) you are not accustomed or will not be
accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of the
Company or any of its subsidiaries or any of their respective close associates
in relation to the acquisition, disposal, voting or other disposition of the
Shares registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Sole Overall Coordinator will
rely on your declarations and representations in deciding whether or not to
allocate any Hong Kong Offer Shares to you and that you may be prosecuted
for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number
allocated to you under the application;
(xvii) declare and represent that this is the only application made and the only
application intended by you to be made to benefit you or the person for whose
benefit you are applying;
(xviii) (if the application is made for your own benefit) warrant that no other
application has been or will be made for your benefit by giving electronic
application instructions to HKSCC directly or indirectly or through the
application channel of the HK eIPO Pink Formservice or the HK eIPO White
Form service or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another
person) warrant that (1) no other application has been or will be made by you
as agent for or for the benefit of that person or by that person or by any other
person as agent for that person by giving electronic application instructions to
HKSCC and the HK eIPO White Form Service Provider and/or HK eIPO
Pink Form Service Provider and (2) you have due authority to give electronic
application instructions on behalf of that other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 370 ---
B. PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through the HK eIPO Pink Formservice, the HK eIPO White Formservice or HKSCC EIPO channel:
Website From the “Allotment Results” page in
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with a
“search by ID” function.
24 hours, from 11:00 p.m. on Friday,
June 27, 2025 to 12:00 midnight on
Thursday, July 3, 2025 (Hong Kong
time).
The full list of (i) wholly or partially
successful applicants using the HK eIPO
Pink Form service, the HK eIPO White
Form service and HKSCC EIPO channel,
and (ii) the number of Hong Kong Offer
Shares conditionally allotted to them,
among other things, will be displayed at
www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result .
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.iffamily.com which will provide
links to the above mentioned websites of
the Hong Kong Share Registrar.
No later than 11:00 p.m. on Friday,
June 27, 2025 (Hong Kong time).
Telephone +852 3691 8488 — the allocation results
telephone enquiry line provided by the
Hong Kong Share Registrar.
between 9:00 a.m. and 6:00 p.m., from
Monday, June 30, 2025 to Friday, July
4, 2025 (Hong Kong time) on a
business day.
For those applying through the HKSCC EIPO channel, you may also check with
your broker or custodian from 6:00 p.m. on Thursday, June 26, 2025 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00
p.m. on Thursday, June 26, 2025 (Hong Kong time) on a 24-hour basis and should report
any discrepancies on allotments to HKSCC as soon as practicable.
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Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of
interest in the Global Offering, the level of applications in the Hong Kong Public Offering
and the Employee Preferential Offering and the basis of allocations of Hong Kong Offer
Shares and Employee Reserved Shares on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.iffamily.com by no later than 11:00 p.m. on
Friday, June 27, 2025 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
You should note the following situations in which Hong Kong Offer Shares will not
be allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf
may be revoked pursuant to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sole Overall Coordinator, the Hong Kong Share Registrar and their
respective agents and nominees have full discretion to reject or accept any
application, or to accept only part of any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange
does not grant permission to list the Shares either:
• within three weeks from the closing date of the application lists; or
• within a longer period of up to six weeks if the Stock Exchange notifies
us of that longer period within three weeks of the closing date of the
application lists.
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4. If:
• you make multiple applications or suspected multiple applications. You
may refer to the paragraph headed “— A. Application for Hong Kong
Offer Shares — 5. Multiple Applications Prohibited” in this section on
what constitutes multiple applications;
• your application instruction is incomplete;
• your payment (or confirmation of funds, as the case may be) is not made
correctly;
• the Underwriting Agreements do not become unconditional or are
terminated;
• we or the Sole Overall Coordinator believe that by accepting your
application, it or we would violate applicable securities or other laws,
rules or regulations.
5. If there is money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC,
HKSCC Participants will be required to hold sufficient application funds on deposit
with their designated bank before balloting. After balloting of Hong Kong Offer
Shares, the receiving banks will collect the portion of these funds required to settle
each HKSCC Participant’s actual Hong Kong Offer Share allotment from their
designated bank.
There is a risk of money settlement failure. In the extreme event of money
settlement failure by a HKSCC Participant (or its designated bank), who is acting on
your behalf in settling payment for your allotted shares, HKSCC will contact the
defaulting HKSCC Participant and its designated bank to determine the cause of
failure and request such defaulting HKSCC Participant to rectify or procure to
rectify the failure.
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However, if it is determined that such settlement obligation cannot be met, the
affected Hong Kong Offer Shares will be reallocated to the Global Offering. Hong
Kong Offer Shares applied for by you through the broker or custodian may be
affected to the extent of the settlement failure. In the extreme case, you will not be
allocated any Hong Kong Offer Shares due to the money settlement failure by such
HKSCC Participant. None of us, the Relevant Persons, the Hong Kong Share
Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated
to you due to the money settlement failure.
D. DISPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
You will receive one Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel, where the Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the Shares. No receipt
will be issued for sums paid on application.
Share certificates will only become valid at 8:00 a.m. on Monday, June 30, 2025
(Hong Kong time), provided that the Global Offering has become unconditional and the
right of termination described in the section headed “Underwriting” has not been
exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share
certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
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--- page 374 ---
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Dispatch/collection of Share certificate 1
For application of
1,000,000 Hong Kong
Offer Shares or more
Collection in person at the Hong Kong
Share Registrar, Tricor Investor Services
Limited, at 17/F, Far East Finance
Centre, 16 Harcourt Road, Hong Kong
Time: 9:00 a.m. to 1:00 p.m. on Monday,
June 30, 2025 (Hong Kong time)
Share certificate(s) will be issued in
the name of HKSCC Nominees,
deposited into CCASS and credited
to your designated HKSCC
Participant’s stock account
If you are an individual, you must not
authorise any other person to collect for
you. If you are a corporate applicant,
your authorised representative must
bear a letter of authorization from your
corporation stamped with your
corporation’s chop
No action by you is required
Both individuals and authorised
representatives must produce, at the
time of collection, evidence of identity
acceptable to the Hong Kong Share
Registrar
Note: If you do not collect your Share
certificate(s) personally within the time
above, it/they will be sent to the address
specified in your application instructions
by ordinary post at your own risk
For application of less
than 1,000,000 Hong
Kong Offer Shares
Your Share certificate(s) will be sent to
the address specified in your application
instructions by ordinary post at your
own risk
Date: Friday, June 27, 2025
If you are applying through the HK eIPO Pink Form service, your Share
certificate(s) will be issued in the name of your nominee bank. No action by you is
required.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 375 ---
HK eIPO Pink
Form service
HK eIPO White
Form service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date Monday, June 30, 2025 Monday, June 30, 2025 Subject to the
arrangement between
you and your broker or
custodian
Responsible party The Company Hong Kong Share
Registrar
Your broker or custodian
Application monies paid
through single bank
account
The Company will
arrange refund to your
designed bank account
subject to the
arrangement between
you and it
HK eIPO White Form
e-Auto Refund
payment instructions to
your designated bank
account
Your broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between
you and it
Application monies paid
through multiple bank
accounts
Refund check(s) will be
dispatched to the
address as specified in
your application
instructions by
ordinary post at your
own risk
1 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning
and/or an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the
morning on Friday, June 27, 2025 rendering it impossible for the relevant Share certificates to be
dispatched to HKSCC in a timely manner, the Company shall procure the Hong Kong Share Registrar to
arrange for delivery of the supporting documents and Share certificates in accordance with the
contingency arrangements as agreed between them. You may refer to “— E. Bad Weather Arrangements”
in this section.
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, June 25, 2025 if, there is:
• a tropical cyclone warning signal number 8 or above;
• a black rainstorm warning; and/or
• Extreme Conditions
(collectively, “ Bad Weather Signals ”),
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 364 –


--- page 376 ---
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, June
25, 2025.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon
on the next business day which does not have Bad Weather Signals in force at any time
between 9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing
of the application lists may result in a delay in the listing date. Should there be any
changes to the dates mentioned in the section headed “Expected Timetable” in this
prospectus, an announcement will be made and published on the Stock Exchange’s
website at www.hkexnews.hk and our website at www.iffamily.com of the revised
timetable.
If a Bad Weather Signal is hoisted on Friday, June 27, 2025, the Hong Kong Share
Registrar will make appropriate arrangements for the delivery of the Share certificates to
the CCASS Depository’s service counter so that they would be available for trading on
Monday, June 30, 2025.
If a Bad Weather Signal is hoisted on Friday, June 27, 2025, for applications of less
than 1,000,000 Hong Kong Offer Shares, the dispatch of physical Share certificate(s) will
be made by ordinary post when the post office re-opens after the Bad Weather Signal is
lowered or cancelled (e.g. in the afternoon of Friday, June 27, 2025 or on Monday, June 30,
2025).
If a Bad Weather Signal is hoisted on Monday, June 30, 2025, for applications of
1,000,000 Hong Kong Offer Shares or more, physical Share certificate(s) will be available
for collection in person at the Hong Kong Share Registrar’s office after the Bad Weather
Signal is lowered or cancelled (e.g. in the afternoon of Monday, June 30, 2025 or on
Wednesday, July 2, 2025).
Prospective investors should be aware that if they choose to receive physical
Share certificates issued in their own name, there may be a delay in receiving the Share
certificates.
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on
the Stock Exchange and we comply with the stock admission requirements of HKSCC, the
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and
settlement in CCASS with effect from the date of commencement of dealings in the Shares
or any other date HKSCC chooses. Settlement of transactions between Exchange
Participants is required to take place in CCASS on the second settlement day after any
trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into
CCASS.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 365 –


--- page 377 ---
You should seek the advice of your broker or other professional advisor for details
of the settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal
data collected and held by the Company, the Hong Kong Share Registrar, the receiving
banks and the Relevant Persons about you in the same way as it applies to personal data
about applicants other than HKSCC Nominees. This personal data may include client
identifier(s) and your identification information. By giving application instructions to
HKSCC, you acknowledge that you have read, understood and agree to all of the terms of
the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and
holder of, Hong Kong Offer Shares, of the policies and practices of the Company and the
Hong Kong Share Registrar in relation to personal data and the Personal Data (Privacy)
Ordinance (Chapter 486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to
ensure that personal data supplied to the Company or its agents and the Hong Kong Share
Registrar is accurate and up-to-date when applying for Hong Kong Offer Shares or
transferring Hong Kong Offer Shares into or out of their names or in procuring the
services of the Hong Kong Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of
the Company or the Hong Kong Share Registrar to effect transfers or otherwise render
their services. It may also prevent or delay registration or transfers of Hong Kong Offer
Shares which you have successfully applied for and/or the dispatch of Share certificate(s)
to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the Hong Kong Share Registrar immediately of any inaccuracies in the
personal data supplied.
3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever
means) for the following purposes:
• processing your application and refund check and HK eIPO Pink Form and
HK eIPO White Form e-Auto Refund payment instruction(s), where
applicable, verification of compliance with the terms and application
procedures set out in this prospectus and announcing results of allocation of
Hong Kong Offer Shares;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 366 –


--- page 378 ---
• compliance with applicable laws and regulations in Hong Kong and
elsewhere;
• registering new issues or transfers into or out of the names of the holders of
the Shares including, where applicable, HKSCC Nominees;
• maintaining or updating the register of members of the Company;
• verifying identities of applicants for and holders of the Shares and identifying
any duplicate applications for the Shares;
• facilitating Hong Kong Offer Shares balloting;
• establishing benefit entitlements of holders of the Shares, such as dividends,
rights issues, bonus issues, etc.;
• distributing communications from the Company and its subsidiaries;
• compiling statistical information and profiles of the holder of the Shares;
• disclosing relevant information to facilitate claims on entitlements; and
• any other incidental or associated purposes relating to the above and/or to
enable the Company and the Hong Kong Share Registrar to discharge their
obligations to applicants and holders of the Shares and/or regulators and/or
any other purposes to which applicants and holders of the Shares may from
time to time agree.
4. Transfer of personal data
Personal data held by the Company and the Hong Kong Share Registrar relating to
the applicants for and holders of Hong Kong Offer Shares will be kept confidential but the
Company and the Hong Kong Share Registrar may, to the extent necessary for achieving
any of the above purposes, disclose, obtain or transfer (whether within or outside Hong
Kong) the personal data to, from or with any of the following:
• the Company’s appointed agents such as financial advisers, receiving banks
and overseas principal share registrar;
• HKSCC or HKSCC Nominees, who will use the personal data and may
transfer the personal data to the Hong Kong Share Registrar, in each case for
the purposes of providing its services or facilities or performing its functions
in accordance with its rules or procedures and operating FINI and CCASS
(including where applicants for the Hong Kong Offer Shares request a deposit
into CCASS);
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 367 –


--- page 379 ---
• any agents, contractors or third-party service providers who offer
administrative, telecommunications, computer, payment or other services to
the Company or the Hong Kong Share Registrar in connection with their
respective business operation;
• the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations,
including for the purpose of the Stock Exchange’s administration of the
Listing Rules and the SFC’s performance of its statutory functions; and
• any persons or institutions with which the holders of Hong Kong Offer Shares
have or propose to have dealings, such as their bankers, solicitors,
accountants or brokers etc.
5. Retention of personal data
The Company and the Hong Kong Share Registrar will keep the personal data of the
applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfil the
purposes for which the personal data were collected. Personal data which is no longer
required will be destroyed or dealt with in accordance with the Personal Data (Privacy)
Ordinance (Chapter 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain
whether the Company or the Hong Kong Share Registrar hold their personal data, to
obtain a copy of that data, and to correct any data that is inaccurate. The Company and the
Hong Kong Share Registrar have the right to charge a reasonable fee for the processing of
such requests. All requests for access to data or correction of data should be addressed to
the Company and the Hong Kong Share Registrar, at their registered address disclosed in
the section headed “Corporate Information” in this prospectus or as notified from time to
time, for the attention of the company secretary, or the Hong Kong Share Registrar for the
attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 380 ---
The following is the text of a report on IFBH Limited, prepared for the purpose of
incorporation in this prospectus received from the independent reporting accountants of the
Company, Ernst & Y oung LLP , Public Accountants and Chartered Accountants, Singapore.
Ernst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583
 Tel: +65 6535 7777
Fax: +65 6532 7662
ey.com
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF IFBH LIMITED AND CITIC SECURITIES (HONG KONG) LIMITED
Introduction
We report on the historical financial information of IFBH Limited (the “Company”)
and its subsidiaries (together, the “Group”) set out on pages I-3 to I-59, which comprises
the consolidated statements of profit or loss, consolidated statements of other
comprehensive income, consolidated statements of changes in equity and consolidated
statements of cash flows of the Group for the period from 8 December 2022 to 31 December
2023 and year ended 31 December 2024 (the “ Relevant Periods ”), and the consolidated
statements of financial position of the Group as at 31 December 2023 and 2024, and the
statement of financial position of the Company as at 31 December 2024 and material
accounting policy information and other explanatory information (together, the
“Historical Financial Information ”). The Historical Financial Information set out on
pages I-3 to I-59 forms an integral part of this report, which has been prepared for
inclusion in the prospectus of the Company dated 20 June 2025 (the “ Prospectus ”) in
connection with the initial listing of the shares of the Company on the Main Board of The
Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of
presentation and the basis of preparation set out in Notes 2.1 and 2.2 to the Historical
Financial Information, respectively , and for such internal control as the directors
determine is necessary to enable the preparation of the Historical Financial Information
that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information
and to report our opinion to you. We conducted our work in accordance with Hong Kong
Standard on Investment Circular Reporting Engagements 200 Accountants’ Reports on
Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of
Certified Public Accountants (“ HKICPA ”). This standard requires that we comply with
ethical standards and plan and perform our work to obtain reasonable assurance about
whether the Historical Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts
and disclosures in the Historical Financial Information. The procedures selected depend
on the reporting accountants’ judgement, including the assessment of risks of material
misstatement of the Historical Financial Information, whether due to fraud or error. In
making those risk assessments, the reporting accountants consider internal control
APPENDIX I ACCOUNTANT’S REPORT
– I-1 –


--- page 381 ---
relevant to the entity’s preparation of the Historical Financial Information that gives a
true and fair view in accordance with the basis of presentation and the basis of
preparation set out in Notes 2.1 and 2.2 to the Historical Financial Information,
respectively, in order to design procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. Our work also included evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group as at 31
December 2023 and 31 December 2024, financial position of the Company as at 31
December 2024 and of the financial performance and cash flows of the Group for each of
the Relevant Periods in accordance with the basis of presentation and the basis of
preparation set out in Notes 2.1 and 2.2 to the Historical Financial Information,
respectively.
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to Note 14 to the Historical Financial Information which contains
information about the dividends paid by the Company in respect of the Relevant Periods.
Ernst & Young LLP
Public Accountants and Chartered Accountants
Singapore
20 June 2025
APPENDIX I ACCOUNTANT’S REPORT
– I-2 –


--- page 382 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral
part of this accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the
Historical Financial Information is based, were audited by Ernst & Young LLP in
accordance with the International Standards on Auditing issued by the
International Auditing and Assurance Standards Board (the “ Underlying Financial
Statements”).
The Historical Financial Information is presented in United States dollars
(“USD”) and all values are rounded to the nearest thousand (US$’000) except when
otherwise indicated.
APPENDIX I ACCOUNTANT’S REPORT
– I-3 –


--- page 383 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Period from
8 December
2022 to
31 December
Year ended
31 December
Notes 2023 2024
US$’000 US$’000
(Note 2.2)
REVENUE 5 87,442 157,648
Cost of sales (57,103) (99,789)
Gross profit 30,339 57,859
Other items of income
Interest income 6 1 1,096
Other income 7 127 279
Other items of expense
Selling and distribution expenses (3,198) (5,389)
Marketing expenses (3,663) (7,355)
Administrative expenses (2,696) (4,947)
Finance costs 8 (43) (83)
Other expenses 9 (679) (1,382)
PROFIT BEFORE TAX 10 20,188 40,078
Income tax expense 13 (3,434) (6,762)
PROFIT FOR THE PERIOD/YEAR 16,754 33,316
Attributable to:
Owners of the parent 16,754 33,316
Non-controlling interest –* –*
16,754 33,316
EARNINGS PER SHARE
ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE
PARENT: US$ US$
Basic and Diluted 15 16.75 30.45
* Amount less than US$1,000
APPENDIX I ACCOUNTANT’S REPORT
– I-4 –


--- page 384 ---
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
Period from
8 December
2022 to
31 December
Year ended
31 December
Notes 2023 2024
US$’000 US$’000
(Note 2.2)
PROFIT FOR THE PERIOD/YEAR 16,754 33,316
OTHER COMPREHENSIVE INCOME
Other comprehensive income that may
be reclassified to profit or loss in
subsequent periods:
Foreign currency translation (1) 6
Other comprehensive income that will
not be reclassified to profit or loss
in subsequent periods:
Remeasurement losses on defined
benefit plan – (39)
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD/YEAR, NET OF
TAX (1) (33)
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD/YEAR 16,753 33,283
Attributable to:
Owners of the parent 16,753 33,283
Non-controlling interest –* –*
16,753 33,283
* Amount less than US$1,000
APPENDIX I ACCOUNTANT’S REPORT
– I-5 –


--- page 385 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
Notes 2023 2024
US$’000 US$’000
NON-CURRENT ASSETS
Plant and equipment 16 327 429
Intangible assets 17 10,116 8,992
Right-of-use assets 24 119 393
Other receivables 20 –3 0
Total non-current assets 10,562 9,844
CURRENT ASSETS
Inventories 18 447 1,044
Trade receivables 19 2,989 7,045
Other receivables 20 546 447
Prepaid operating expenses 368 938
Cash and cash equivalents 21 15,599 54,818
Total current assets 19,949 64,292
CURRENT LIABILITIES
Trade payables 22 7,619 15,672
Other payables 23 5,899 2,802
Contract liabilities 5 85 135
Lease liabilities 24 19 84
Income tax payable 3,263 6,703
Total current liabilities 16,885 25,396
NET CURRENT ASSETS 3,064 38,896
TOTAL ASSETS LESS CURRENT
LIABILITIES 13,626 48,740
APPENDIX I ACCOUNTANT’S REPORT
– I-6 –


--- page 386 ---
31 December
Notes 2023 2024
US$’000 US$’000
NON-CURRENT LIABILITIES
Other payables 23 3,747 –
Lease liabilities 24 105 235
Deferred tax liabilities 25 171 246
Defined benefit obligations 26 97 170
Total non-current liabilities 4,120 651
NET ASSETS 9,506 48,089
EQUITY
Equity attributable to owners of the
parent
Share capital 27 737 18,133
Retained earnings 8,754 30,570
Other reserves 28 (1) (630)
9,490 48,073
Non-controlling interests 16 16
TOTAL EQUITY 9,506 48,089
APPENDIX I ACCOUNTANT’S REPORT
– I-7 –


--- page 387 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of the parent
Share
capital
Retained
earnings
Other
reserves Sub-total
Non-
controlling
interests
Total
equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
(Note 27) (Note 28)
As at 8 December 2022 737 – – 737 – 737
Profit for the period – 16,754 – 16,754 –* 16,754
Other comprehensive income
Foreign currency translation – – (1) (1) –* (1)
Other comprehensive income for the
period, net of tax – – (1) (1) –* (1)
Total comprehensive income for the
period – 16,754 (1) 16,753 –* 16,753
Contributions by and distributions to
owners
Dividends on ordinary shares (Note 14) – (8,000) – (8,000) – (8,000)
Total transactions with owners in their
capacity as owners – (8,000) – (8,000) – (8,000)
Transactions with non-controlling
interests
Capital contribution from
non-controlling interests –––– 1 6 1 6
Total transactions with
non-controlling interests –––– 1 6 1 6
As at 31 December 2023 737 8,754 (1) 9,490 16 9,506
* Amount less than US$1,000
APPENDIX I ACCOUNTANT’S REPORT
– I-8 –


--- page 388 ---
Attributable to owners of the parent
Share
capital
Retained
earnings
Other
reserve Sub-total
Non-
controlling
interests
Total
equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
(Note 27) (Note 28)
As at 1 January 2024 737 8,754 (1) 9,490 16 9,506
Profit for the year – 33,316 – 33,316 –* 33,316
Other comprehensive income
Foreign currency translation ––66– * 6
Remeasurement on defined benefit plan – – (39) (39) –* (39)
Other comprehensive income for the
year, net of tax – – (33) (33) –* (33)
Total comprehensive income for the
year – 33,316 (33) 33,283 –* 33,283
Transactions owners, recognised
directly in equity
Dividends on ordinary shares (Note 14) – (11,500) – (11,500) –* (11,500)
Effect of Pre-IPO Reorganisation
(Note 28) 596 – (596) – – –
Issuance of ordinary shares (Note 27) 16,800 – – 16,800 – 16,800
Total transactions with owners in their
capacity as owners 17,396 (11,500) (596) 5,300 –* 5,300
As at 31 December 2024 18,133 30,570 (630) 48,073 16 48,089
* Amount less than US$1,000
APPENDIX I ACCOUNTANT’S REPORT
– I-9 –


--- page 389 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period from
8 December
2022 to
31 December
Year ended
31 December
Notes 2023 2024
US$’000 US$’000
(Note 2.2)
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax 20,188 40,078
Adjustments for:
Depreciation of plant and equipment 16 18 86
Amortisation of intangible asset 17 1,124 1,124
Depreciation of right-of-use assets 24 14 80
Unrealised foreign currency
exchange loss, net 195 89
Interest expense on lease liabilities 24 71 5
Impairment loss on trade receivables 10 –6 2
Interest income 6 (1) (1,096)
Provision for defined benefit
obligation 26 95 24
21,640 40,462
Increase in inventories (442) (590)
Increase in trade and other
receivables (3,534) (3,200)
Increase in prepaid operating
expenses (353) (551)
Increase in trade and other payables 8,794 6,979
Increase in accrued operating
expenses 755 798
Increase in contact liabilities 85 50
Total changes in working capital 5,305 3,486
Cash flows generated from operations 26,945 43,948
Income taxes paid – (3,241)
Interest received 1 1,046
Net cash flows generated from
operating activities 26,946 41,753
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of plant and equipment 16 (337) (187)
Payment for purchase of intangible
asset A (3,747) (7,493)
Net cash flows used in investing
activities (4,084) (7,680)
APPENDIX I ACCOUNTANT’S REPORT
– I-10 –


--- page 390 ---
Period from
8 December
2022 to
31 December
Year ended
31 December
Notes 2023 2024
US$’000 US$’000
(Note 2.2)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of ordinary
shares 27 737 17,500
Transaction costs on issuance of
ordinary shares 27 – (700)
Dividends paid on ordinary shares 14 (8,000) (11,500)
Prepayment of leases – (106)
Interest paid on lease liabilities 24 (7) (15)
Payment of principal portion of lease
liabilities 24 (10) (56)
Capital contribution from
non-controlling interests 16 –
Net cash flows (used in)/generated
from financing activities (7,264) 5,123
NET INCREASE IN CASH AND
CASH EQUIVALENTS 15,598 39,196
Effect of foreign exchange rate changes,
net 1 23
Cash and cash equivalents at the
beginning of the period/year – 15,599
CASH AND CASH EQUIVALENTS
AT END OF PERIOD/YEAR 21 15,599 54,818
ANALYSIS OF BALANCES OF CASH
AND CASH EQUIVALENTS
Cash and cash equivalents as stated in
the consolidated statement of
financial position and statement of
cash flows 15,599 54,818
APPENDIX I ACCOUNTANT’S REPORT
– I-11 –


--- page 391 ---
Notes to the consolidated statements of cash flows
A. Purchase of intangible assets
Period from
8 December
2022 to
31 December
Year ended
31 December
Notes 2023 2024
US$’000 US$’000
(Note 2.2)
Additions to intangible assets 17 11,240 –
Payment during the period/year (3,747) (7,493)
Payable at end of period/year 23 7,493 –
APPENDIX I ACCOUNTANT’S REPORT
– I-12 –


--- page 392 ---
STATEMENT OF FINANCIAL POSITION OF THE COMPANY
31 December
Notes 2024
US$’000
(Note 2.1)
NON-CURRENT ASSETS
Investments in subsidiaries 1.1 1,372
Total non-current assets 1,372
CURRENT ASSETS
Trade receivables 19 63
Other receivables 20 47
Prepaid operating expenses 4
Cash and cash equivalents 21 17,207
Total current assets 17,321
CURRENT LIABILITIES
Other payables 23 338
Income tax payable 81
Total current liabilities 419
NET CURRENT ASSETS 16,902
TOTAL ASSETS LESS CURRENT LIABILITIES 18,274
NET ASSETS 18,274
EQUITY
Share capital 27 18,133
Retained earnings 141
TOTAL EQUITY 18,274
APPENDIX I ACCOUNTANT’S REPORT
– I-13 –


--- page 393 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
1.1 THE COMPANY
IFBH Pte. Ltd. (the “ Company ”) was incorporated as a private company limited by shares in Singapore
on 27 February 2024. On 13 June 2025, the Company changed its name to IFBH Limited in connection with
its conversion from a private limited company to a public company limited by shares. The Company’s
holding company is General Beverage Co., Ltd., which is incorporated in Thailand. The ultimate
Controlling Shareholder is Mr Pongsakorn Pongsak (the “ ultimate Controlling Shareholder ”).
The registered office of the Company is located at 6 Battery Road, #03-01 Six Battery Road, Singapore
049909. The principal activity of the Company are those of investment holding.
The Company and its subsidiaries (collectively the “ Group ”) underwent the Pre-IPO Reorganisation as
set out in the paragraph headed “History , Reorganisation and Corporate Structure” in the Prospectus.
The Pre-IPO Reorganisation was completed on 26 March 2024.
Information about subsidiaries
As at the date of this report, the Company had direct interests in its subsidiaries, all of which are private
limited liability companies (or, if incorporated outside Hong Kong, have substantially similar
characteristics to a private company incorporated in Hong Kong), the particulars of which are set out
below.
Name Notes
Place and date of
incorporation and
place of operations
Nominal
value of
issued
ordinary/
registered
share
capital
The
Group’s
beneficial
interest
in the
Company Principal activities
Innovative Food
and Beverage
Pte. Ltd. (IFB
Singapore)
(1) Singapore
8 December 2022
S$1,000,000 100% Wholesale of food
and beverage
(including dried
or canned)
Innovative Food
and Beverage
(Thailand) Co.,
Ltd (IFB
Thailand)
(2) Thailand
26 January 2023
THB$1,000,100 99.89%
#* Business
coordination
services
(administrative,
logistics and
support service
activities and
wholesale of food)
(1) The statutory financial statements for the period from its date of incorporation to 31 December 2023 and
the year ended 31 December 2024 prepared in accordance with the Singapore Financial Reporting
Standards (International) (“ SFRS(I) ”) issued by the Accounting Standards Council, have been audited by
Ernst & Y oung LLP , a Public Accountants and Chartered Accountant firm registered in Singapore.
Because IFB Singapore (the Group’s operating subsidiary) was incorporated on 8 December 2022, the
financial period for 2023 covers 8 December 2022 to 31 December 2023.
(2) The statutory financial statements for the period from its date of incorporation to 31 December 2023 and
the year ended 31 December 2024 prepared in accordance with Thai Financial Reporting Standards
enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in
compliance with the stipulations of the Notification of the Department of Business Development, issued
under the Accounting Act B.E. 2543, and have been audited by EY Office Limited, a certified public
accounting firm registered in Thailand.
APPENDIX I ACCOUNTANT’S REPORT
– I-14 –


--- page 394 ---
# The Company controls IFB Thailand as it has (i) power over IFB Thailand; (ii) exposure or rights to
variable returns from its involvement with IFB Thailand; and (iii) has ability to use its power to affect the
amount of the Company’s return.
* As at 31 December 2023, IFB Singapore holds 4,900 ordinary shares and 1 preference share of IFB
Thailand, representing 49% of the total issued shares of IFB Thailand. By virtue of such preference share,
IFB Singapore is entitled to 15,000 votes and to receive the distribution of 94.90% of total dividends of IFB
Thailand. On 30 January 2024, there was an amendment to the IFB Thailand Shareholder's Agreement, to
increase the voting rights of the preference share from 15,000 to 5,000,000 votes, with the dividends clause
reflecting the increase in votes into the proportion of dividends the preference share holder is entitled to.
Accordingly, under Thai law, IFB Singapore is deemed to hold 99.89% beneficial interest in IFB Thailand
based on the articles of association of IFB Thailand. As a result, IFB Singapore is entitled to receive the
distribution of 99.89% of total dividends of IFB Thailand.
Following the Pre-IPO Reorganisation, the shares held by IFB Singapore were transferred to the Company.
As at the end of 31 December 2024, the Company has direct interest in IFB Singapore and IFB Thailand,
the balances of the Company’s investments in subsidiaries are as follows:
31 December
2024
US$’000
Unquoted equity shares, at cost 1,372
Preference share, at cost –**
1,372
** Amount less than US$1,000
2.1 BASIS OF PRESENTATION
As fully explained in the section headed “History, Reorganisation and Corporate Structure” in the
Prospectus, the Company became the holding company of the companies now comprising the Group on
26 March 2024 after the completion of reorganisation.
The companies now comprising the Group were under the common control of the Controlling
Shareholder before and after the Pre-IPO Reorganisation. Accordingly, for the purpose of this report, the
Historical Financial Information has been prepared on a consolidated basis by applying the principles of
merger accounting as if the Company, i.e. the parent of the Group had been in existence since the Group
were under the control of the Controlling Shareholder.
Accordingly, the consolidated statements of profit or loss, the consolidated statements of other
comprehensive income, statements of changes in equity and statements of cash flows of the Group for the
Relevant Periods are prepared as if the current group structure had been in existence throughout the
Relevant Periods.
Also, the consolidated statement of financial position of the Group as at 31 December 2023, have been
prepared to present the assets and liabilities of the companies now comprising the Group, as if the
current group structure had been in existence at those dates. No adjustments are made to reflect fair
values, or recognise any new assets or liabilities as a result of the Pre-IPO Reorganisation.
Profit or loss and each component of other comprehensive income are attributed to the owners of the
parent and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance.
All intra-group transactions and balances have been eliminated on consolidation in full.
APPENDIX I ACCOUNTANT’S REPORT
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2.2 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards,
which comprise all standards and interpretations issued by International Accounting Standards Board
(the “IASB”).
All IFRS Accounting Standards effective for the accounting period commencing from 1 January 2024,
together with the relevant transitional provisions, have been early adopted by the Group in the
preparation of the Historical Financial Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention except as
disclosed in the accounting policies below.
The Historical Financial Information of the Group for the period ended 31 December 2023 consists of the
period from 8 December 2022 to 31 December 2023.
2.3 STANDARDS ISSUED BUT NOT YET EFFECTIVE
A number of new standards and amendments to standard that have been issued are not yet effective and
have not been applied in preparing these Historical Financial Information.
Description
Effective for annual periods
beginning on or after
Amendments to IAS 21 Lack of Exchangeability 1 January 2025
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and
Measurement of Financial Instruments
1 January 2026
Amendments to IFRS 9 and IFRS 7 Contracts Referencing
Nature-dependent Electricity
1 January 2026
Annual Improvements to IFRS Accounting Standards – Volume 11 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture
Date to be determined
The directors expect that the adoption of these new and amended standards will have no material impact
on the Historical Financial Information in the year of initial application, apart from IFRS 18 Presentation
and Disclosure in Financial Statements issued on 4 October 2024, effective for reporting periods
beginning on or after 1 January 2027.
IFRS 18 is a new standard that replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces
new categories of subtotals in the statement of profit or loss. Entities are required to classify all income
and expenses within the statement of profit or loss into one of five categories: operating, investing,
financing, income taxes and discontinued operations, wherein the first three are new. It also requires
disclosure of newly defined management-defined performance measures, subtotals of income and
expenses, and includes new requirements for the location, aggregation and disaggregation of financial
information. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows,
which include changing the starting point for determining cash flows from operations under the indirect
method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around
classification of cash flows from dividends and interest. In addition, there are consequential amendments
to several other standards. IFRS 18 will apply retrospectively. The amendments will have impact on the
presentation and disclosure in the financial information but not on the measurement or recognition of
items in the Group’s financial information. The Group is in the process of analysing the new disclosure
requirements and to assess if changes are required to their internal information systems.
APPENDIX I ACCOUNTANT’S REPORT
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2.4 MATERIAL ACCOUNTING POLICY INFORMATION
Basis of consolidation
(a) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries
used in the preparation of the consolidated financial statements are prepared for the same
reporting date as the Company. Consistent accounting policies are applied to like transactions
and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from
intra-group transactions and dividends are eliminated in full.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
– Derecognises the assets (including goodwill) and liabilities of the subsidiary at their
carrying amounts at the date when control is lost;
– Derecognises the carrying amount of any non-controlling interest;
– Derecognises the cumulative translation differences recorded in equity;
– Recognises the fair value of the consideration received;
– Recognises the fair value of any investment retained;
– Recognises any surplus or deficit in profit or loss;
– Reclassifies the Group’s share of components previously recognised in other
comprehensive income to profit or loss or retained earnings, as appropriate.
(b) Business combinations involving entities under common control
Business combinations involving entities under common control are accounted for by applying
the pooling of interest method which involves the following:
– The assets and liabilities of the combined entities are reflected at their carrying amounts
reported in the consolidated financial statements of the controlling holding company.
– No adjustments are made to reflect the fair values on the date of combination or recognise
any new assets or liabilities.
– No additional goodwill is recognised as a result of the combination.
– Any difference between the consideration paid/transferred and the equity ‘acquired’ is
reflected within equity as merger reserve.
– The statement of comprehensive income reflects the results of the combining entities for
the full year, irrespective of when the combination took place.
Comparatives are presented as if the entities or businesses had always been consolidated since
the date the entities or businesses had come under common control.
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Foreign currency
The Historical Financial Information are presented in United States dollars, which is also the Company’s
functional currency. Each entity in the Group determines its own functional currency and items included
in the Historical Financial Information of each entity are measured using that functional currency.
(a) Transactions and balances
Transactions in foreign currencies are measured in the respective functional currencies of the
Company and its subsidiaries and are recorded on initial recognition in the functional currencies
at exchange rates approximating those ruling at the transaction dates. Monetary assets and
liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the
end of the reporting period.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was measured.
Exchange differences arising on the settlement of monetary items or on translating monetary
items at the end of the reporting period are recognised in profit or loss. Exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operations are
recognised initially in other comprehensive income and accumulated under foreign currency
translation reserve in equity. The foreign currency translation reserve is reclassified from equity
to profit or loss of the Group on disposal of the foreign operation.
(b) Consolidated financial statements
For consolidation purpose, the assets and liabilities of foreign operations are translated into
United States Dollars at the rate of exchange ruling at the end of the reporting period and their
profit or loss are translated at the exchange rates prevailing at the date of the transactions. The
exchange differences arising on the translation are recognised in other comprehensive income. On
disposal of a foreign operation, the component of other comprehensive income relating to that
particular foreign operation is recognised in profit or loss.
Subsidiary
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee.
Plant and equipment
All items of plant and equipment are initially recorded at cost. Subsequent to recognition, plant and
equipment are measured at cost less accumulated depreciation and any accumulated impairment losses,
if any. The cost of plant and equipment includes its purchase price and any costs directly attributable to
bringing the asset to the location and condition necessary for it to be capable of operating in the manner
intended by management. Dismantlement, removal or restoration costs are included as part of the cost of
plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a
consequence of acquiring or using the plant and equipment.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
Computers 3 – 5 years
Office equipment 3 – 5 years
Furniture and fittings 5 years
Mould 5 years
The residual value, useful life and depreciation method are reviewed at each financial year-end, and
adjusted prospectively, if appropriate.
APPENDIX I ACCOUNTANT’S REPORT
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An item of plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or
loss in the year the asset is derecognised.
Intangible asset
Intangible assets acquired separately are measured initially at cost. Following initial acquisition,
intangible assets other than goodwill are carried at cost less any accumulated amortisation and any
accumulated impairment losses. Internally generated intangible assets, excluding capitalised
development costs, are not capitalised and expenditure is reflected in profit or loss in the year in which
the expenditure is incurred.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for
impairment whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method are reviewed at each financial year-end. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset is
accounted for by changing the amortisation period or method, as appropriate, and are treated as changes
in accounting estimates.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when
no future economic benefits are expected from its use or disposal. Gains or losses arising from
derecognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.
Amortisation is charged over the following estimated useful life of the asset, using the straight-line
method:
Trademarks 10 years
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
(a) As lessee
The Group applies a single recognition and measurement approach for all leases, except for
short-term leases and leases of low-value assets. The Group recognises lease liabilities to make
lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount of leases liabilities recognised, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease
term and the estimated useful lives of the assets, as follows:
Office lease 4 – 5 years
Motor vehicle 4 – 5 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life
of the asset.
The right-of-use assets are also subject to impairment. The accounting policy for impairment is
disclosed in Impairment of non-financial assets.
APPENDIX I ACCOUNTANT’S REPORT
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Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include fixed
payments less any lease incentives receivable and variable lease payments that depend on an
index or a rate. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties of terminating the lease, if the
lease term reflects the Group exercising the option to terminate.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a
change in the lease payments (e.g., changes to future payments resulting from a change in an
index or rate used to determine such lease payments) or a change in the assessment of an option
to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption (i.e., those leases that have a lease
term of 12 months or less from the commencement date and do not contain a purchase option). It
also applies the lease of low-value assets recognition exemption. Lease payments on short-term
leases and leases of low-value assets are recognised as expense on a straight-line basis over the
lease term.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired.
If any indication exists, or when an annual impairment testing for an asset is required, the Group makes
an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of
disposal and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or group of assets. Where the
carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
Impairment losses are recognised in profit or loss.
A previously recognised impairment loss is reversed only if there has been a change in the assumptions
used to determine the asset’s recoverable amount since the last impairment loss was recognised. The
reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is recognised in the profit or loss.
APPENDIX I ACCOUNTANT’S REPORT
– I-20 –


--- page 400 ---
Financial instrument
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
(a) Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the entity becomes a party to the
contractual provisions of the financial instruments.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of
financial assets not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at
fair value through profit or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be
entitled in exchange for transferring promised goods or services to a customer, excluding
amounts collected on behalf of third party, if the trade receivables do not contain a significant
financing component at initial recognition.
Subsequent measurement
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the contractual cash flow characteristics of the asset.
Financial assets that are held for the collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial
assets are measured at amortised cost using the effective interest method, less impairment. Gains
and losses are recognised in profit or loss when the assets are derecognised or impaired, and
through amortisation process.
Derecognition
A financial asset is derecognised where the contractual right to receive cash flows from the asset
has expired. On derecognition of a financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any cumulative gain or loss that
had been recognised in other comprehensive income is recognised in profit or loss.
(b) Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of its
financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial liabilities
not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss
are subsequently measured at amortised cost using the effective interest method. Gains and losses
are recognised in profit or loss when the liabilities are derecognised, and through the
amortisation process.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 401 ---
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. On derecognition, the difference between the carrying amounts and the
consideration paid is recognised in profit or loss.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ ECLs”) for all debt instruments not held
at fair value through profit or loss and financial guarantee contracts. ECLs are based on the difference
between the contractual cash flows due in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held or other credit enhancements
that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that results from
default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the
default (a lifetime ECL).
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the group
does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision matrix that is based on its historical credit
loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contract amounts in
full before taking into account any credit enhancements held by the Group. A financial asset is written off
when there is no reasonable expectation of recovering the contractual cash flows.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the first-in
first-out method and comprises all costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and condition. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated costs necessary to make the sale.
Where necessary, allowance is provided for damaged, expired and slow-moving items to adjust the
carrying value of inventories to the lower of cost and net realisable value.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand which are subject to an insignificant risk of
changes in value. These also include bank overdrafts that form an integral part of the Group’s cash
management.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 402 ---
Employee benefits
(a) Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries in
which it has operations. In particular, the Singapore companies in the Group make contributions
to the Central Provident Fund (“ CPF”) scheme in Singapore, a defined contribution pension
scheme.
Contributions to national pension schemes are recognised as an expense in the period in which
the related services are performed.
(b) Defined benefit plans
The subsidiary incorporated and operating in Thailand is required to provide certain staff
pension benefits to their employees under existing Thailand regulations. Pension contributions
are provided at rates stipulated by Thailand regulations and are contributed to a pension fund
managed by government agencies, which are responsible for administering these amounts for the
subsidiaries’ employees.
Defined benefit costs comprise the following:
• Current service cost
• Interest on the net defined benefit obligations
• Remeasurements of net defined benefit obligations
Interest on the defined benefit obligation is the change during the period in the net defined
benefit obligation that arises from the passage of time which is determined by applying the
discount rate based on government bonds to the defined benefit obligations. Interest on the net
defined benefit liability or asset is recognised as expense or income in profit or loss.
Remeasurements comprising actuarial gains and losses (excluding interest on defined benefit
obligations) are recognised immediately in other comprehensive income in the period in which
they arise. Remeasurements are recognised in other reserves within equity and are not
reclassified to profit or loss in subsequent periods.
The Group has obligations in respect of the long-term employee benefit payments it must make to
employees upon retirement under labour law and other employee benefit plans. The Group treats
these long-term employee benefit obligations as defined benefit plan.
The obligation under the defined benefit plan is determined by a professional qualified
independent actuary based on actuarial techniques, using the project unit credit method.
Actuarial gains and losses arising from post-employment benefits are recognised immediately in
shareholder’s equity.
(c) Employee leave entitlement
Employee entitlements to annual leave are recognised as a liability when they are accrued to the
employees. The estimated liability for annual leave is recognised for services rendered by
employees up to the end of the reporting period.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 403 ---
Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of third
parties. Revenue is recognised when the Company satisfies a performance obligation by transferring a
promised good or service to the customer, which is when the customer obtains control of the good or
service.
Sale of goods
Revenue is recognised when the goods are delivered to the customer and all criteria for acceptance have
been satisfied. The goods are generally sold with no right of return and with retrospective volume rebates
based on the aggregate sales over a period of time. The amount of revenue recognised is based on the
transaction price, which comprises the contractual price, net of the estimated volume rebates. The
amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO. The
transaction price is allocated to each PO in the contract on the basis of the relative stand-alone selling
prices of the promised goods or services.
Transaction price is the amount of consideration in the contract to which the Group expects to be entitled
in exchange for transferring the promised goods or services. When consideration is variable, the
estimated amount is included in the transaction price to the extent that it is highly probable that a
significant reversal of the cumulative revenue will not occur when the uncertainty associated with the
variable consideration is resolved. Revenue may be recognised at a point in time or over time following
the timing of satisfaction of the PO. If a PO is satisfied over time, revenue is recognised based on the
percentage of completion reflecting the progress towards complete satisfaction of that PO.
Royalty income
Royalty income is recognised when the distributors sell products under the trademarks owned by the
Group.
Interest income
Interest income is recognised using the effective interest method.
Taxes
(a) Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted at the end of
the reporting period, in the countries where the Group operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to
items recognised outside profit or loss, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax
bases of assets and liabilities and their carrying amount for financial reporting purposes at the
reporting date.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in OCI or
directly in equity.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 404 ---
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets
and deferred tax liabilities relate to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously,
in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
(c) Value-added tax
Revenues, expenses and assets are recognised net of the amount of value-added tax except:
• Where the value-added tax incurred on a purchase of assets or services is not recoverable
from the taxation authority, in which case the value-added tax is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and
• Receivables and payables that are stated with the amount of value-added tax included.
The net amount of value-added tax recoverable from, or payable to, the taxation authority is
included as part of receivables or payables in the statement of financial position.
Share capital
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs
directly attributable to the issuance of ordinary shares are deducted against share capital.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the disclosure of contingent liabilities at the end of each Relevant Periods. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of the asset or liability affected in the future periods.
3.1 JUDGEMENTS MADE IN APPLYING ACCOUNTING POLICIES
In the process of applying the Group’s accounting policies, management has made the following
judgements which have the most significant effect on the amounts recognised in the financial statements:
(a) Impairment assessment on intangible assets
The Group assesses whether there are any indicators of impairment on the intangible assets on
each Relevant Period. In making this assessment, the Group evaluates among other factors,
external and internal sources of information, financial performance of the Group.
Where such indicators exist, management will prepare discounted future cash flow to determine
the recoverable value based on assumptions such as forecasted revenue, profit margin and
discount rate. As of the end of each Relevant Period, management determined there is no
indicator of impairment.
The carrying value of intangible assets for the Group at the end of the Relevant Periods is
disclosed in Note 17 to the Historical Financial Information.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 405 ---
3.2 KEY SOURCES OF ESTIMATION UNCERTAINTY
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
the reporting period are discussed below. The Group based its assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about
future developments, however may change due to market changes or circumstances arising beyond the
control of the Group. Such changes are reflected in the assumptions when they occur.
(a) Provision for expected credit losses (“ECL”) of trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are
based on days past due for groupings of various customer aging brackets based on different
geographical markets.
The provision matrix is initially based on the Group’s historical observed default rates. The
Group will calibrate the matrix to adjust historical credit loss experience with forward-looking
information. At every reporting date, historical default rates are updated and changes in the
forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Group’s historical credit loss experience
and forecast of economic conditions may also not be representative of customer’s actual default in
the future. The information about the ECLs on the Group’s trade receivables is disclosed in Note
19.
The carrying amount of the Group’s trade receivables as at 31 December 2023 and 2024 was
approximately US$2,989,000 and US$7,045,000 respectively.
(b) Revenue recognition
Revenue is recognised when the Group satisfies a performance obligation by transferring a
promised good or service to the customer, which is when the customer obtains control of the good
or service. A performance obligation may be satisfied at a point in time or over time.
The Group participates in promotional programmes with customers designed to increase the sale
of products. Among the programmes are arrangements where customers are entitled to rebates
for attaining specified sales levels. These promotional programmes do not give rise to a separate
performance obligation. Where the consideration the Group is entitled to vary because of such
programmes, the amount payable is deemed to be variable consideration. Management makes an
estimate on an annual basis for each specified customer, the value of the variable consideration
based upon historical customer experience, expected customer performance and/or estimated
sales volumes. The related accruals are recognised as a deduction from revenue and are not
considered distinct from the sale of products to the customer. The amount of the Group’s related
accruals as at 31 December 2023 and 31 December 2024 was approximately US$1,052,000 and
US$945,000 respectively, as disclosed in Note 23 to the Historical Financial Information.
APPENDIX I ACCOUNTANT’S REPORT
– I-26 –


--- page 406 ---
4. OPERATING SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segment, has been identified as the executive directors of the
Company. During the Relevant Periods, the Group is principally engaged in the sales of beverages and
snacks. Management reviews the operating results of the Group’s business as one operating segment for
the purpose of making decisions about resource allocation and performance assessment. Therefore, the
chief operating decision maker of the Company regards that there is only one segment which is used to
make strategic decisions.
Geographical information
Revenue information based on the geographical location of customers are disclosed in Note 5(a).
(a) Non-current assets
31 December
2023 2024
US$’000 US$’000
Primary geographical location
Singapore 10,327 9,030
Thailand 235 784
10,562 9,814
The non-current asset information above is based on the locations of the assets and excludes
financial assets.
Information about major customers
Revenue from external customers contributing over 10% to the total revenue of the Group for the period
from 8 December 2022 to 31 December 2023 and year ended 31 December 2024 is as follows:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Customer A 43,313 74,089
Customer B 22,732 44,798
Customer C 13,872 26,769
APPENDIX I ACCOUNTANT’S REPORT
– I-27 –


--- page 407 ---
5. REVENUE
Revenue relates to sale of consumer beverages and snacks.
(a) Disaggregation of revenue
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Primary geographical markets
Mainland China 79,917 145,657
Hong Kong 4,934 7,202
Taiwan 865 1,705
Singapore 895 1,250
United States of America 125 547
Canada 1 399
Australia – 239
Kuwait 68 141
Malaysia 107 134
Cambodia 193 44
Thailand 172 –
Other locations 165 330
87,442 157,648
Timing of transfer of goods
At a point in time 87,442 157,648
The revenue information above is based on the locations of the customers.
(b) Contract liabilities
The following table provides information about contract liabilities from contracts with customers:
31 December
2022 2023 2024
US$’000 US$’000 US$’000
Contract liabilities: – 85 135
The contract liabilities are expected to be fulfilled within 12 months (2023: within 12 months) from
the year end.
Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to
customers for which the Group has received advances from. These are recognised as revenue as
the Group performs pursuant the contract.
APPENDIX I ACCOUNTANT’S REPORT
– I-28 –


--- page 408 ---
Set out below is the amount of revenue recognised from:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
Amounts included in contract liabilities at the
beginning of the year – 85
(c) Performance obligations
The performance obligation of the sale of goods is recognised at the point in time when control of
the assets is transferred to the customer, generally upon delivery of the goods on board vessels at
the designated port and payment in advance is normally required, except for customers with
credit terms where payment is generally due within 45 days.
6. INTEREST INCOME
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Interest income:
– Bank balances and short-term deposits 1 1,096
7. OTHER INCOME
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Royalty income (Note 30(a)) 107 250
Others 20 29
127 279
8. FINANCE COSTS
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Bank charges 36 68
Interest expense on lease liabilities 7 15
43 83
APPENDIX I ACCOUNTANT’S REPORT
– I-29 –


--- page 409 ---
9. OTHER EXPENSES
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Foreign exchange loss, net 679 1,382
10. PROFIT BEFORE TAX
Other than items as disclosed in Notes 5 to 9, the following items have been included in arriving at profit
before tax:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Depreciation of plant and equipment (Note 16) 18 86
Depreciation of right-of-use assets (Note 24) 14 80
Amortisation of intangible assets (Note 17) 1,124 1,124
Advertising expenses 2,306 5,564
Transportation and delivery expenses 2,703 4,599
Professional fees:
Listing expenses in connection to the previous
SGX-ST listing attempt 237 915
Listing expenses in connection with the Global Offering – 263
Others 230 243
Lease expenses — short-term and low-value assets leases 16 10
Impairment loss on trade receivables (Note 19) –6 2
Auditor’s remuneration 100 182
Employee’s benefit expense (including directors’ and chief
executive’s remuneration as set out in note 11):
Salaries, bonuses, allowances and benefits in kind 918 1,829
Defined contribution plan* 20 54
Defined benefit plan 95 24
* There are no forfeited contribution that may be used by the Group to reduce the existing level of contribution.
11. DIRECTORS’AND CHIEF EXECUTIVE’S REMUNERATION
(i) On 27 February 2024, Mr. Pongsakorn Pongsak and Ms. Piriyaporn Supansa Kusonpattana were
appointed as a director and an independent non-executive director of the Company, respectively.
(ii) On 1 April 2024, Mr. Pongsakorn Pongsak was appointed as chief executive officer and became an
executive director of the Company.
(iii) On 1 April 2024, Mr. Tawat Kitkungvan was appointed as a non-executive director of the
Company.
APPENDIX I ACCOUNTANT’S REPORT
– I-30 –


--- page 410 ---
Directors’ and chief executive’s remuneration for the Relevant Periods are as follows:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Fees:
Directors –1 2
Other emoluments:
Salaries, bonuses, allowances and benefits in kind 100 272
100 284
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods are as follows:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Ms. Piriyaporn Supansa Kusonpattana – 12
–1 2
During the Relevant Periods, Ms. Piriyaporn Supansa Kusonpattana was appointed as
independent non-executive directors of the Company.
(b) Executive directors, non-executive directors and the chief executive
A director received remuneration from subsidiaries now comprising the Group for his
appointment as director of subsidiaries. The remuneration of this director was recorded in the
financial statements of the subsidiaries is set out below:
Period from 8 December 2022 to 31 December 2023
Salaries,
bonuses,
allowances
and
benefits in
kind
Defined
contribution
plan
Defined
benefit
plan Total
US$’000 US$’000 US$’000 US$’000
Chief Executive and Executive
Director:
Mr. Pongsakorn Pongsak 100 – – 100
Total 100 – – 100
APPENDIX I ACCOUNTANT’S REPORT
– I-31 –


--- page 411 ---
Year ended 31 December 2024
Salaries,
bonuses,
allowances
and
benefits in
kind
Defined
contribution
plan
Defined
benefit
plan Total
US$’000 US$’000 US$’000 US$’000
Chief Executive and Executive
Director:
Mr. Pongsakorn Pongsak 226 46 – 272
Non-executive Directors:
Mr. Tawat Kitkungvan ––––
Ms. Piriyaporn Supansa
Kusonpattana ––––
Total 226 46 – 272
No remunerations were paid or payable by the Group to the directors and a chief executive as an
inducement to join or upon joining the Group or a compensation for loss of office during the Relevant
Periods.
There was no arrangement under which a director or the chief executive waived or agreed to waive any
remuneration during the Relevant Periods.
12. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the period from 8 December 2022 to 31 December 2023 and year
ended 31 December 2024 included 1 and 1 of the chief executive, details of whose remuneration are set
out in Note 11 above.
Details of the remuneration of the remaining highest paid employees who are neither a director nor chief
executive of the Group for the period from 8 December 2022 to 31 December 2023 and year ended 31
December 2024 are as follows:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Salaries, bonuses, allowances and benefits in kind 287 569
Defined contribution plans 12 22
Defined benefit plans 69 9
368 600
APPENDIX I ACCOUNTANT’S REPORT
– I-32 –


--- page 412 ---
The number of non-director and non-chief executive five highest paid employees whose remuneration
fell within the following bands is as follows:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
HK$nil to HK$1,000,000 4 1
HK$1,000,001 to HK$1,500,000 – 2
HK$1,500,001 to HK$2,000,000 – 1
44
13. INCOME TAX EXPENSE
The Group is subject to income tax on an entity basis on profits arising in or derived from the tax
jurisdictions in which members of the Group are domiciled and operate.
Singapore
Singapore corporate income tax has been provided at the rate of 17% on the taxable profits of the
Company and the Group’s Singapore subsidiary during the Relevant Periods.
Thailand
The subsidiary incorporated in Thailand is subject to tax at the statutory rate of 20% on its taxable profits.
(a) Major components of income tax expense
The major components of income tax expense for the Relevant Periods are:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Current income tax
– Current income taxation 3,262 6,723
– Over-provision in prior period/year – (47)
3,262 6,676
Deferred tax
– Origination and reversal of temporary differences 172 86
Income tax expense recognised in profit or loss 3,434 6,762
APPENDIX I ACCOUNTANT’S REPORT
– I-33 –


--- page 413 ---
(b) Relationship between tax expense and profit before tax
The reconciliation between the tax expense and the product of profit before tax multiplied by the
applicable corporate tax rate for each of the Relevant Periods are as follows:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Profit before tax 20,188 40,078
Income tax expense at statutory tax rate of 17% 3,432 6,813
Effect of tax in different jurisdiction 1 3
Tax exemptions and reliefs (13) (113)
Non-deductible expenses 27 227
Over-provision in prior period/year – (47)
Others (13) (121)
Income tax expense recognised in profit or loss 3,434 6,762
14. DIVIDENDS
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Declared and paid
Dividends on ordinary shares:
Final exempt one-tier dividend for 2023: US$8.50 per share – 8,500*
Interim exempt one-tier dividend for 2024: US$3 (2023: US$8)
per share 8,000 3,000*
* The date of declaration of dividends to shareholders was declared on 23 February 2024 and paid to the
shareholders before the Restructuring Exercise. Refer to Note 2.1.
A final exempt one-tier dividend in respect of year ended 31 December 2024 of US$24.89 per share
amounting to US$28,000,000 was proposed by the Board subsequent to the financial year end. The
dividend proposed is not accounted for until it has been approved by the shareholders at the
Extraordinary General Meeting.
APPENDIX I ACCOUNTANT’S REPORT
– I-34 –


--- page 414 ---
15. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit attributable to ordinary
equity holders of the parent, and the weighted average number of ordinary shares during the Relevant
Periods after taking into account the issuance of ordinary shares as disclosed in Note 27.
Earnings per share
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
(Note 2.2)
Earnings
Earnings attributable to owner of the parent (US$’000) 16,754 33,316
Shares
Weighted average number of ordinary shares in issue during
the period/year used in the basic earnings per share
calculation (’000) 1,000 1,094
Basic earnings per share (USD) 16.75 30.45
Diluted earnings per share are the same as basic earnings per share as there were no potential dilutive
ordinary shares existing during the Relevant Periods.
APPENDIX I ACCOUNTANT’S REPORT
– I-35 –


--- page 415 ---
16. PLANT AND EQUIPMENT
Computers
Office
equipment
Furniture
and
fittings Mould Total
US$’000 US$’000 US$’000 US$’000 US$’000
Cost:
At 8 December 2022 –––––
Additions 19 17 82 219 337
Translation differences 116– * 8
At 31 December 2023 and 1 January
2024 20 18 88 219 345
Additions 15 30 – 142 187
Translation differences 111– * 3
At 31 December 2024 36 49 89 361 535
Accumulated depreciation:
At 8 December 2022 –––––
Depreciation charge for the period 1287 1 8
Translation differences –* –* –* –* –*
At 31 December 2023 and 1 January
2024 1287 1 8
Depreciation charge for the year 7 5 17 57 86
Translation differences –* 1 1 –* 2
At 31 December 2024 8 8 26 64 106
Net carrying amount:
At 31 December 2023 19 16 80 212 327
At 31 December 2024 28 41 63 297 429
* Amount less than US$1,000
APPENDIX I ACCOUNTANT’S REPORT
– I-36 –


--- page 416 ---
17. INTANGIBLE ASSETS
Trademarks
US$’000
Cost:
At 8 December 2022 –
Additions 11,240
At 31 December 2023, 1 January 2024 and 31 December 2024 11,240
Accumulated amortisation:
At 8 December 2022 –
Amortisation charge 1,124
At 31 December 2023 and 1 January 2024 1,124
Amortisation charge 1,124
At 31 December 2024 2,248
Net carrying amount:
At 31 December 2023 10,116
At 31 December 2024 8,992
Trademarks
The remaining useful life of the Trademarks is estimated at 9 years and 8 years as at 31 December 2023
and 2024, respectively.
The Group acquired the Trademarks, “ if” and “Innococo” from the holding company for a consideration of
US$11.24 million with effect from 1 January 2023. The consideration was determined based on the Relief
from Royalty method, estimated by an independent valuer.
The consideration is payable in 3 payment tranches as follows:
Date Amount (inclusive of VAT)
Payable on or before 31 December 2023 US$3.75 million
Payable on or before 31 December 2024 US$3.75 million
Payable on or before 31 December 2025 US$3.75 million
The first tranche was paid in 2023. The second and third tranches were paid in April 2024 and August
2024, respectively. As at 31 December 2024, amounts due to holding company relating to the acquisition
of trademarks have been fully paid.
APPENDIX I ACCOUNTANT’S REPORT
– I-37 –


--- page 417 ---
18. INVENTORIES
31 December
2023 2024
US$’000 US$’000
Statement of financial position
Goods-in-transit (at cost or net realisable value) 447 1,044
Statement of profit or loss
Inventories recognised as an expense in cost of sales 57,103 99,789
19. TRADE RECEIVABLES
31 December
2023 2024
US$’000 US$’000
Group
Trade receivables:
– Third parties 2,985 7,107
– Holding company 4 –
Total trade receivables 2,989 7,107
Impairment loss on trade receivables – (62)
Net of trade receivables 2,989 7,045
31 December
2024
US$’000
Company
Trade receivables:
– Subsidiaries 63
Total trade receivables 63
Trade receivables due from third parties are non-interest bearing and are generally on 45 days’ terms.
They are recognised at their original invoice amounts which represent their fair values on initial
recognition.
Trade receivables due from holding company and subsidiaries are unsecured, non-interest bearing and
repayable on demand.
For trade receivables, management monitors and assesses at each reporting date on any indicator of
significant increase in credit risk on trade receivables.
APPENDIX I ACCOUNTANT’S REPORT
– I-38 –


--- page 418 ---
An ageing analysis of the trade receivables as at the end of each of the Track Record Periods, based on the
dates of delivery of goods and net of loss allowance, are as follows:
31 December
2023 2024
US$’000 US$’000
Group
Trade receivables:
Within 1 month 1,982 6,651
1 to 2 months 391 394
2 to 3 months ––
Over 3 months 616 –
Net of trade receivables 2,989 7,045
Management has assessed that the expected credit loss rate for trade receivables is minimal as at 31
December 2023. In the opinion of the directors of the Company, the Group’s trade receivables relate to a
small number of concentrated customers with no recent history of default and the balances are
considered fully recoverable considering the historical records and forward-looking information.
Expected credit losses
The movement in allowance for expected credit losses of trade receivables computed based on lifetime
ECL are as follows:
31 December
2023 2024
US$’000 US$’000
Movement in allowance accounts:
At 8 December 2022/1 January – –
Charge for the period/year – 62
At 31 December – 62
APPENDIX I ACCOUNTANT’S REPORT
– I-39 –


--- page 419 ---
20. OTHER RECEIVABLES
31 December
2023 2024
US$’000 US$’000
Group
Current:
Other receivables 116 303
Refundable deposits 14 5
Advances to third parties 8 1
Amounts due from holding company 408 138
Total other receivables (current) 546 447
Non-current:
Refundable deposits – 15
Pledged deposits – 15
Total other receivables (non-current) – 30
Add: Cash and cash equivalents 15,599 54,818
Add: Trade receivables (net) 2,989 7,045
Total financial assets carried at amortised cost 19,134 62,340
31 December
2024
US$’000
Company
Current:
Other receivables 22
Amount due from subsidiaries 25
Total other receivables (current) 47
Other receivables are unsecured, non-interest bearing and expected to be settled in cash.
Refundable deposits relate to deposits paid for office rental.
Pledged deposits relates to pledged cash for credit card facilities.
Amounts due from holding company and subsidiaries are unsecured, non-interest bearing and repayable
on demand. The amount is expected to be settled in cash.
APPENDIX I ACCOUNTANT’S REPORT
– I-40 –


--- page 420 ---
21. CASH AND CASH EQUIVALENTS
31 December
2023 2024
US$’000 US$’000
Group
Cash at banks and on hand 15,599 54,818
31 December
2024
US$’000
Company
Cash at banks and on hand 17,207
Cash at banks earns interest at floating rates based on daily bank deposit rates.
There are no Short-term deposits for the period from 8 December 2022 to 31 December 2023.
Short-term deposits are made for varying periods o f7–3 1days for the year ended 31 December 2024
depending on the immediate cash requirements of the Group and earn interests at the respective
short-term deposit rates. Interests are earned at rates of 3.5% – 5.4% per annum for the year ended 31
December 2024.
Cash and cash equivalents not denominated in the functional currencies of the Group’s entities are as
follows:
31 December
2023 2024
US$’000 US$’000
Singapore Dollar 2,039 816
22. TRADE PAYABLES
31 December
2023 2024
US$’000 US$’000
Group
Trade payables
– Third parties 6,792 15,134
– Holding company 827 538
7,619 15,672
APPENDIX I ACCOUNTANT’S REPORT
– I-41 –


--- page 421 ---
An ageing analysis of the trade payables as at the end of each of the Relevant Periods, based on the
invoice due date are as follows:
31 December
2023 2024
US$’000 US$’000
Within 1 month 7,509 10,829
1 to 2 months 109 4,840
2 to 3 months ––
Over 3 months 13
7,619 15,672
Trade payables due to third party are non-interest bearing and are normally settled on 30 to 60 days’
terms.
Trade payables due to holding company are unsecured, non-interest bearing, repayable on demand and
are settled in cash.
Trade payables not denominated in the functional currencies of the Group’s entities are as follows:
31 December
2023 2024
US$’000 US$’000
Thai Baht 6,549 14,396
Singapore Dollar 14 30
Chinese Yuan 24 1
Hong Kong Dollar 4 55
APPENDIX I ACCOUNTANT’S REPORT
– I-42 –


--- page 422 ---
23. OTHER PAYABLES
31 December
2023 2024
US$’000 US$’000
Group
Current:
– Accruals 755 1,557
– Amounts due to holding company 4,005 167
– Provision for unutilised leave 4 –
– Provision for rebates 1,052 945
– Others 52 132
– Value-added tax payable, net 31 1
5,899 2,802
Non-current:
– Amounts due to holding company 3,747 –
3,747 –
9,646 2,802
Add: Trade payables 7,619 15,672
Less: Value-added tax payable, net (31) (1)
Less: Provision for unutilised leave (4) –
Total financial liabilities carried at amortised cost 17,230 18,473
31 December
2024
US$’000
Company
Current:
– Accruals 290
– Amounts due to holding company 19
– Amounts due to subsidiaries 1
– Others 25
– Value-added tax payable, net 3
338
Accruals are made mainly for professional fees.
The amounts due to holding company and subsidiaries are unsecured, non-interest bearing, to be settled
in cash and arising mainly from management fees. In 2023, the current and non-current amounts due to
holding company mainly arose from acquisition of trademarks from the holding company in Note 17.
These amounts were fully paid in 2024.
Provision for rebates primarily relate to the Group’s obligation to provide incentives or rebates to
customers that have met pre-agreed requirements.
APPENDIX I ACCOUNTANT’S REPORT
– I-43 –


--- page 423 ---
Other payables not denominated in the functional currencies of the Group’s entities are as follows:
31 December
2023 2024
US$’000 US$’000
Thai Baht 233 111
Singapore Dollar 219 425
Chinese Yuan –1 6
Hong Kong Dollar 71 –
24. RIGHT-OF-USE AND LEASE LIABILITIES
The Group has lease contracts for offices and motor vehicles used in its operations. The Group’s
obligation under its leases is secured by the lessor’s title to the leased assets. Generally, the Group is
restricted from assigning and subleasing the leased assets. Lease contracts entered by the Group contains
fixed payments only.
The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for
certain leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the
Relevant Periods:
Office lease
Motor
vehicle Total
US$’000 US$’000 US$’000
At 8 December 2022 – – –
Additions 134 – 134
Depreciation (14) – (14)
Translation differences (1) – (1)
At 31 December 2023 and 1 January 2024 119 – 119
Additions 34 322 356
Depreciation (33) (47) (80)
Translation differences (1) (1) (2)
At 31 December 2024 119 274 393
APPENDIX I ACCOUNTANT’S REPORT
– I-44 –


--- page 424 ---
Set out below are carrying amounts of lease liabilities recognised and movements during the Relevant
Periods:
Lease liabilities
US$’000
At 8 December 2022 –
Additions 134
Accretion of interest 7
Payments (17)
Translation differences –*
At 31 December 2023 and 1 January 2024 124
Additions 250
Accretion of interest 15
Payments (71)
Translation differences 1
At December 2024 319
31 December
2023 2024
US$’000 US$’000
Current 19 84
Non-current 105 235
Total current and non-current lease liabilities 124 319
The following are the amounts recognised in profit or loss:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Depreciation of right-of-use asset 14 80
Interest expense on lease liabilities 7 15
Expenses relating to short-term and low value leases 16 10
Total amount recognised in profit or loss 37 105
The Group has total cash outflows for lease of approximately US$33,000 and US$187,000 for the period
from 8 December 2022 to 31 December 2023 and year ended 31 December 2024 respectively.
* Amount less than US$1,000
APPENDIX I ACCOUNTANT’S REPORT
– I-45 –


--- page 425 ---
25. DEFERRED TAX
Deferred tax as at 31 December relates to the following:
Consolidated
statement of
financial
position
Currency
realignment
Other
comprehensive
income
Consolidated
statement of
profit or loss
US$’000 US$’000 US$’000 US$’000
31 December 2023
Deferred tax liabilities
Differences in depreciation for tax
purposes 171 1 – 172
Deferred tax expense 172
31 December 2024
Deferred tax liabilities
Differences in depreciation for tax
purposes 254 (3) – 86
Movements for Defined Benefit
Obligations (8) – (8) –
246
Deferred tax expense 86
26. DEFINED BENEFIT OBLIGATIONS
The subsidiary of the Group incorporated and operating in Thailand operates a defined benefit plan
based on the requirements of Thai Labour Protection Act B.E 2541 (1998) to provide retirement benefits to
employees. Details of defined benefit obligations in respect of the Group are as follows:
Movement of net liabilities in the consolidated statement of financial position
31 December
2023 2024
US$’000 US$’000
Beginning balance – 97
Additions during the year through profit or loss 95 24
Remeasurements through other comprehensive income – 47
Foreign currency translation 2 2
Ending balance 97 170
APPENDIX I ACCOUNTANT’S REPORT
– I-46 –


--- page 426 ---
Expenses recognised in profit or loss:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Current service cost 95 21
Interest on obligation – 3
Ending balance 95 24
Key actuarial financial assumptions
The latest annual actuarial valuation as at 7 January 2025 were performed by Tommy Pichet
Jiaramaneetaweesin, fellow of the Society of Actuaries of Thailand of Actuarial Business Solutions Co.,
Ltd., using the Projected Unit Credit method.
The present value of the scheme’s obligation was a final lump sum salary and payment of US$170,000
(2023: US$97,000). The principal actuarial assumptions used to calculate the Group’s obligations for the
scheme for each year, and used as the basis for measuring the expenses in relation to the scheme, were as
follows:
Principal actuarial assumptions
Principal actuarial assumptions at the end of the Relevant Periods (Expressed as weighted averages):
31 December
2023 2024
US$’000 US$’000
Discount rate (%) 3.2 2.8
Salary increase (%) 5.0 5.0
Retirement age (years) 60.0 60.0
A one percentage point change in the assumed discount rate would have the following effects:
31 December
2023 2024
Increase Decrease Increase Decrease
US$’000 US$’000 US$’000 US$’000
Effects on the present value of defined
benefit obligations (13) 15 (22) 27
APPENDIX I ACCOUNTANT’S REPORT
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A one percentage point change in the assumed salary would have the following effects:
31 December
2023 2024
Increase Decrease Increase Decrease
US$’000 US$’000 US$’000 US$’000
Effects on the present value of defined
benefit obligations 14 (12) 25 (21)
The following payments are expected contributions to the defined benefits obligations in future years:
31 December
2023 2024
US$’000 US$’000
Within the next 12 months – –
Between 1 and 2 years – –
Between 2 and 5 years – –
Beyond 5 years 157 257
Total 157 257
27. SHARE CAPITAL
31 December
2023 2024
No. of
Shares ’000 US$’000
No. of
Shares ’000 US$’000
Group
Issued and fully paid:
As at 8 December 2022/1 January 1,000 737 1,000 737
Adjustments pursuant to the Pre-IPO
Reorganisation – – – 596
Issuance of ordinary shares – – 125 16,800
31 December 1,000 737 1,125 18,133
APPENDIX I ACCOUNTANT’S REPORT
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A summary of movements in the Company’s share capital is as follows:
31 December
2024
No. of Shares ’000 US$’000
Company
Issued and fully paid:
As at incorporation date –* –*
Issuance of ordinary shares as part of the Share Swap 1,000 1,333
Issuance of ordinary shares 125 16,800
31 December 1,125 18,133
The Company was incorporated on 27 February 2024, with a share capital of 1 share of S$1 (US$1).
On 26 March 2024, the Company issued an additional 999,999 ordinary shares as part of the Restructuring
Exercise (Note 2.1).
On 1 April 2024, an investor subscribed for 125,000 ordinary shares of the Company for a consideration of
US$17.5 million in cash. The related transaction cost was US$0.7 million.
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when
declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary
shares have no par value.
28. OTHER RESERVES
31 December
2023 2024
US$’000 US$’000
Translation reserve (1) 5
Merger reserve – (596)
Defined benefit obligation reserve – (39)
(1) (630)
T ranslation reserve: The translation reserve comprises foreign exchange differences arising from the
translation of the Historical Financial Information of the subsidiary corporations whose functional
currencies are different from that of the Group’s presentation currency.
Merger reserve: The merger reserve represents acquisition involving entities under common control. The
reserve arises from the difference between the purchase considerations and the share capital of the
subsidiaries acquired under common control.
Defined benefit obligation reserve: The Group has defined benefit obligations to employees in Thailand and
the defined benefit obligation reserve comprises actuarial gains and losses arising from
post-employment benefits that are recognised immediately in shareholder’s equity.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 429 ---
29. CAPITAL COMMITMENT
Capital expenditure contracted for as at the end of the Relevant Periods but not recognised in the
financial statements are as follows:
31 December
2023 2024
US$’000 US$’000
Capital commitments in respect of purchase of intangible
asset — accounting software 21 21
Purchase commitments in respect of finished goods 3,454 919
The purchase commitment relates to minimal contractual purchase requirements for a supplier.
30. RELATED PARTY TRANSACTIONS
(a) Sale and purchase of goods and services
The following significant transactions between the Group and related parties took place on terms
agreed between the parties during the Relevant Periods:
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Income
Royalty income from holding company 107 250
Expenses
Purchase of inventories from holding company 12,378 18,073
Management and support services charged by holding
company 161 189
Royalty fee charged by holding company 6 1
Purchase of fixed assets from holding company 140 –
Acquisition of intangible assets from holding
company 11,240 –
31 December
2023 2024
US$’000 US$’000
Receivables
Trade receivables from holding company (Note 19) 4–
Other receivables from holding company (Note 20) 408 138
Payables
Trade payables to holding company (Note 22) 827 538
Other payables to holding company (Note 23) 7,752 167
APPENDIX I ACCOUNTANT’S REPORT
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The Group continuously monitor its partners along the supply chain through on-site testing and
periodic audits of its co-packers, general collectors, local collectors and farmers to ensure the
quality and hygiene of the collected coconut water from harvesting and collection to
transportation and delivery to co-packers.
For period/year ended 31 December 2023 and 2024, under the general collector arrangement
between holding company and the Group, holding company sold coconut water raw ingredient
independently to the Group’s independent co-packers. These transactions did not result in any
transaction value between holding company and the Group.
(b) Compensation expenses of key management personnel
Period from
8 December
2022 to
31 December
Year ended
31 December
2023 2024
US$’000 US$’000
(Note 2.2)
Wages, salaries, bonus and other short-term employee
benefits 398 820
Total compensation expenses of key management
personnel 398 820
Comprise amounts for:
Directors of the Company 100 285
Other key management personnel 298 535
398 820
Further details of directors’ and the chief executive’s emoluments are included in note 11 to the
Historical Financial Information.
31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group is exposed to financial risks arising from its operations and the use of financial instruments.
The key financial risks include credit risk, foreign currency risk and liquidity risk. The board of directors
reviews and agrees policies and procedures for the management of these risks.
The following sections provide details regarding the Group’s exposure to the above-mentioned financial
risks and the objectives, policies and processes for the management of these risks.
(a) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. The Group’s exposure to credit risk
arises primarily from trade and other receivables. For other financial assets (including cash and
cash equivalents), the Group minimises credit risk by dealing exclusively with high credit rating
counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due
to increased credit risk exposure. The Group trades only with recognised and creditworthy third
parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to
credit verification procedures. In addition, receivable balances are monitored on an ongoing basis
with the result that the Group’s exposure to bad debts is not significant. All credit terms and
credit limits are subject to approval in accordance with the Group’s policy. Measures such as
collateral arrangements and factoring of trade receivables are used to mitigate credit risk.
The Group considers the probability of default upon initial recognition of asset and whether there
has been a significant increase in credit risk on an ongoing basis throughout each reporting
period.
APPENDIX I ACCOUNTANT’S REPORT
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The credit-worthiness of customers, receivables that are past due and aggregate risks to
individual customers are regularly reviewed and monitored by the credit department and key
management team (which comprises the CFO, the respective operation and function heads).
The Group has determined the default event on a financial asset to be when the counterparty fails
to make contractual payments, within 90 days when they fall due, which are derived base on the
Group’s historical information.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a
default occurring on the asset as at reporting date with the risk of default as at the date of initial
recognition. The Group considers available reasonable and supportive forward-looking
information which includes the following indicators:
– Internal credit rating
– External credit rating
– Actual or expected significant adverse changes in business, financial or economic
conditions that are expected to cause a significant change to the debtor’s ability to meet its
obligations
– Actual or expected significant changes in the operating results of the debtors
– Significant changes in the expected performance and behaviour of the debtors including
changes in the payment status of debtors
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is
more than 60 days past due in making contractual payment.
The Group determined that its financial assets are credit-impaired when:
– There is significant difficulty of the issuer or debtor
– A breach of contract, such as a default or past due event
– It is becoming probable that the debtors will enter bankruptcy or other financial
re-organisation
– There is a disappearance of an active market for that financial asset because of financial
difficulty
The Group categorises a receivable for potential write-off when a debtor fails to make contractual
payments more than 180 days past due. Financial assets are written off when there is no
reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with
the group. Where receivables have been written off, the Group continues to engage enforcement
activity to attempt to recover the receivable due. Where recoveries are made, these are recognised
in profit or loss.
The Group provides for lifetime expected credit losses for all trade receivables using a provision
matrix. The provision rates are determined based on the Group’s historical observed default rates
analysed in accordance to days past due.
APPENDIX I ACCOUNTANT’S REPORT
– I-52 –


--- page 432 ---
The Group’s current credit risk grading framework comprises the following categories:
Category Definition of category
Basis for recognising
expected credit loss (ECL)
I Counterparty has a low risk of default and does
not have any past-due amounts.
12-month ECL
II Amount is >30 days past due or there has been a
significant increase in credit risk since initial
recognition.
Lifetime ECL — not
credit-impaired
III There is evidence indicating the asset is
credit-impaired (in default).
Lifetime ECL —
credit-impaired
IV There is evidence indicating that the debtor is in
severe financial difficulty and the debtor has no
realistic prospect of recovery.
Amount is written-off
The table below details the credit quality of the Group’s financial assets, as well as maximum
exposure to credit risk by credit risk rating categories:
Notes Category
12-month or
lifetime ECL
Gross
carrying
amount
Loss
allowance
Net
carrying
amount
US$’000 US$’000 US$’000
2024
Trade receivables 19 II Lifetime ECL
(simplified)
7,107 (62) 7,045
Other receivables 20 I 12-month ECL 477 – 477
(62)
Credit-impaired receivables
The Group has identified a group of receivables that are credit-impaired.
31 December
2023 2024
US$’000 US$’000
Gross carrying amount – 62
Allowance for expected credit losses – (62)
––
APPENDIX I ACCOUNTANT’S REPORT
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--- page 433 ---
Exposure to credit risk
As the Group does not hold any collateral, the maximum exposure to credit risk for each class of
financial instruments is the carrying amount of that class of financial instruments presented on
the consolidated statement of financial position.
The Group categorises a receivable for potential write-off when a debtor fails to make contractual
payments more than 180 days past due. Financial assets are written off when there is no
reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with
the Group. Where receivables have been written off, the Group continues to engage enforcement
activity to attempt to recover the receivable due. Where recoveries are made, these are recognised
in profit or loss.
The Group provides for lifetime expected credit losses for all trade receivables using a provision
matrix. The provision rates are determined based on the Group’s historical observed default rates
analysed in accordance to days past due. The loss allowance provision as at 31 December 2023 and
2024 was determined by incorporating forward-looking information such as industry-wide
default rate forecasted by external credit rating company.
For trade receivables, the management monitors and assesses at each reporting date on any
indicator of significant increase in credit risk on the trade receivables. As at 31 December 2023,
trade receivables have been measured based on lifetime expected credit loss model and are
subject to immaterial credit loss.
The lifetime expected credit losses for the Group’s trade receivables as at 31 December 2024 are as
follows:
Group
Trade receivables
Days past due
Not past
due
≤30
days
31-60
days
61-90
days
>90
days Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
31 December 2023
Trade receivables 1,143 839 391 – 616 2,989
31 December 2024
Expected loss rate 0% 0% 0% 0% 100%
Trade receivables 1,389 5,262 394 – 62 7,107
Loss allowance –––– (62) (62)
Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities,
or activities in the same geographical region, or have economic features that would cause their
ability to meet contractual obligations to be similarly affected by changes in economic, political or
other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to
developments affecting a particular industry (refer “Credit risk concentration profile” below).
APPENDIX I ACCOUNTANT’S REPORT
– I-54 –


--- page 434 ---
Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the geographical location of its
customers on an ongoing basis. The credit risk concentration profile of the Group’s trade
receivables at the end of the reporting period was as follows:
31 December
2023 2024
US$’000 % of total US$’000 % of total
By geographical location:
Mainland China 457 15% 5,072 72%
Hong Kong SAR 2,487 83% 1,803 26%
Thailand 44 1% – –
Other locations 1 # 170 2%
2,989 100% 7,045 100%
# less than 1%
– In FY2023, 98% of the Group’s trade receivables were due from 2 major customers who are
mainly multinational corporations in Hong Kong SAR and Mainland China.
– In FY2024, 98% of the Group’s trade receivables were due from 4 major customers who are
mainly multinational corporations in Hong Kong SAR and Mainland China.
– In FY2023, less than 1% of the Group’s trade and other receivables were due from related
parties.
– In FY2024, none of the Group’s trade and other receivables were due from related parties.
(b) Foreign currency risk
The Group has transactional currency exposures arising from sales or purchases that are
denominated in a currency other than the respective functional currencies of Group entities. The
foreign currencies in which these transactions are mainly denominated are Thai Baht (THB) and
Singapore Dollar (SGD).
Foreign currency exposures at the end of the Relevant Periods are as follows:
Group
Assets Liabilities
31 December
2023 2024 2023 2024
US$’000 US$’000 US$’000 US$’000
Thai Baht – – 6,782 14,507
Singapore Dollar 2,039 816 233 455
The Group manages its foreign exchange exposure risk by matching, as far as possible, receipts
and payments in each individual currency. Foreign currency is converted into the functional
currency as and when management deems necessary. The unhedged exposure is reviewed and
monitored closely on an ongoing basis and management will consider hedging any exposure
where appropriate.
APPENDIX I ACCOUNTANT’S REPORT
– I-55 –


--- page 435 ---
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably
possible change in THB and SGD exchange rates, with all other variables held constant.
Increase/
(decrease)
Increase/
(decrease)
in profit
before tax
Increase/
(decrease)
in equity
% US$’000 US$’000
31 December 2023
If THB weakens against USD 5 339 281
If THB strengthens against USD (5) (339) (281)
If SGD weakens against USD 5 (90) (75)
If SGD strengthens against USD (5) 90 75
31 December 2024
If THB weakens against USD 5 725 602
If THB strengthens against USD (5) (725) (602)
If SGD weakens against USD 5 18 15
If SGD strengthens against USD (5) (18) (15)
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches
of the maturities of financial assets and liabilities.
The Group’s liquidity risk management policy is to manage liquidity risk on a group basis, to
maintain sufficient liquid financial assets. The Group finances its working capital requirements
through funds generated from operations.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s financial assets, financial
liabilities and lease liabilities at the end of the Relevant Periods based on contractual
undiscounted repayment obligations.
APPENDIX I ACCOUNTANT’S REPORT
– I-56 –


--- page 436 ---
1 year or
less 1 to 5 years Total
US$’000 US$’000 US$’000
31 December 2023
Financial assets
Trade and other receivables 3,535 – 3,535
Cash and cash equivalents 15,599 – 15,599
Total undiscounted financial assets 19,134 – 19,134
Financial liabilities
Trade and other payables 12,627 3,844 16,471
Accrued operating expenses 755 – 755
Lease liabilities 29 124 153
Total undiscounted financial liabilities 13,411 3,968 17,379
Total net undiscounted financial assets/
(liabilities) 5,723 (3,968) 1,755
1 year or
less 1 to 5 years Total
US$’000 US$’000 US$’000
31 December 2024
Financial assets
Trade and other receivables 7,492 30 7,522
Cash and cash equivalents 54,846 – 54,846
Total undiscounted financial assets 62,338 30 62,368
Financial liabilities
Trade and other payables 16,916 – 16,916
Accrued operating expenses 1,557 – 1,557
Lease liabilities 100 259 359
Total undiscounted financial liabilities 18,573 259 18,832
Total net undiscounted financial assets/
(liabilities) 43,765 (229) 43,536
APPENDIX I ACCOUNTANT’S REPORT
– I-57 –


--- page 437 ---
(d) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximise shareholder
value. The capital structure of the Group consists of equity attributable to owners of the parent,
comprising share capital and reserves.
The Group manages its capital structure and makes adjustment to it in light of changes in
economic conditions. To manage the capital structure, the Group may adjust the dividend
payment to shareholders, return capital to shareholders, repurchase shares or issue new shares.
For the Relevant Periods, the Group has declared dividends as disclosed in Note 14.
No changes were made in the objectives, policies and processes during the Relevant Periods.
As the Group is at net cash position at the end of the Relevant Periods, disclosure of gearing ratio
is not meaningful.
32. FAIR VALUE OF ASSETS AND LIABILITIES
Fair value hierarchy
The Group categorises fair value measurements using a fair value hierarchy that is dependent on the
valuation inputs used as follows:
• Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Group can access at the measurement date,
• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly, and
• Level 3 — Unobservable inputs for the asset or liability.
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the
same level of the fair value hierarchy as the lowest level input that is significant to the entire
measurement.
Financial assets and liabilities not carried at fair value and whose carrying amounts are reasonable
approximation of fair value
Management has determined that the carrying amount of cash and cash equivalents, current trade and
other receivables, current trade and other payables, accrued operating expenses, current lease liabilities
related to right-of-use assets based on their notional amounts, reasonably approximate their fair values
because these are mostly short term in nature.
Management has estimated the fair value of non-current lease liabilities related to right-of-use assets,
other receivables and other payables by discounting the future contractual cash flows at an appropriate
rate.
APPENDIX I ACCOUNTANT’S REPORT
– I-58 –


--- page 438 ---
33. COMPARATIVE FIGURES
Group
Although the Restructuring Exercise was completed on 26 March 2024 and the Company was
incorporated on 27 February 2024, the Historical Financial Statements of the IFBH Group are prepared as
if the Company, i.e. the parent of the Group had been in existence since the incorporation of IFB
Singapore as the Group is under the common control of the Controlling Shareholder. The financial period
ended 31 December 2023 relates to the financial period from 8 December 2022 to 31 December 2023.
Company
This being the first set of audited Historical Financial Statements, there are no comparative figures.
34. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 4 February 2025, a final exempt one-tier dividend in respect of year ended 31 December 2024 of
US$24.89 per share amounting to US$28,000,000 was proposed by the Board. The dividend proposed is
not accounted for until it has been approved by the shareholders at the Extraordinary General Meeting.
On 21 March 2025, the ultimate Controlling Shareholder transferred 5,100 ordinary shares of IFB
Thailand held by him, representing approximately 51% of the total share capital of IFB Thailand, to the
holding company at a consideration of THB510,000, which was determined based on the par value of IFB
Thailand’s shares.
On the same date, the ultimate Controlling Shareholder, the holding company and the Company entered
into an adherence agreement to the IFB Thailand Shareholder’s Agreement (Note 1.1), by virtue of which,
the holding company shall be bounded by the Shareholder’s Agreement as if it became a party to the
Shareholder’s Agreement since the date of the adherence agreement.
The consideration of the share transfer was duly settled and completed on 21 March 2025. Upon
completion, the holding company became a shareholder of IFB Thailand, holding 5,100 ordinary shares of
IFB Thailand, and the ultimate Controlling Shareholder ceased to be a shareholder of IFB Thailand. By
virtue of the rights attaching to the preference share under the Shareholder’s Agreement, under Thai law,
the Company continues to have 99.89% of the beneficial interest in IFB Thailand based on the articles of
association of IFB Thailand.
On 4 June 2025, a tax exempt one-tier dividend of US$1.78 per share amounting to US$2 million out of the
retained earnings of the Company as at 31 December 2024 was proposed by the Board. On the same date,
an interim tax exempt one-tier dividend in respect of the year ending 31 December 2025 of US$10.67 per
share amounting to US$12 million was also proposed by the Board.
The dividends proposed are not accounted for until it has been approved by the shareholders at the
Extraordinary General Meeting.
35. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies
now comprising the Group in respect of any period subsequent to 31 December 2024.
APPENDIX I ACCOUNTANT’S REPORT
– I-59 –


--- page 439 ---
The following information does not form part of the Accountants’ Report from Ernst &
Y oung LLP , Public Accountants and Chartered Accountants, Singapore, the Company’s Reporting
Accountants, as set out in Appendix I to this prospectus, and is included herein for information
purpose only. The unaudited pro forma financial information should be read in conjunction with
the section headed “Financial Information” in this prospectus and the Accountants’ Report set out
in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED
NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible
assets of the Group has been prepared in accordance with Rule 4.29 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and
with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for
inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants for illustration purposes only, and is set out here to illustrate the effect of the
Global Offering on the consolidated net tangible assets of the Group attributable to
owners of the parent as of 31 December 2024 as if the Global Offering had taken place on
31 December 2024.
The unaudited pro forma statement of adjusted consolidated net tangible assets of
the Group has been prepared for illustrative purposes only and because of its hypothetical
nature, it may not give a true picture of the consolidated net tangible assets of the Group
attributable to owners of the parent had the Global Offering been completed as of 31
December 2024 or any future dates.
Consolidated
net tangible
assets of the
Group
attributable to
owners of the
parent as at
31 December
2024
Estimated net
proceeds from
the Global
Offering
Unaudited Pro
forma adjusted
consolidated
net tangible
assets
attributable to
owners of the
parent as at
31 December
2024
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to owners of
the parent per share
US$’000 US$’000 US$’000 US$ HK$
(note 1) (note 2) (note 3) (note 5)
Based on an Offer
Price of HK$25.3 per
Offer Share 39,081 124,393 163,474 0.61 4.79
Based on an Offer
Price of HK$26.5 per
Offer Share 39,081 130,496 169,577 0.64 5.02
Based on an Offer
Price of HK$27.8 per
Offer Share 39,081 137,108 176,189 0.66 5.18
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 440 ---
Notes:
(1) The consolidated net tangible assets of the Group attributable to owners of the parent as at 31
December 2024 was equal to the net assets attributable to owners of the parent as at 31 December
2024 of US$48,073,000 after deducting of intangible assets of US$8,992,000 as at 31 December 2024
set out in the Accountants’ Report in Appendix I to this prospectus.
(2) The estimated net proceeds from the Global Offering are based on 41,666,800 of Offer Shares to be
issued at the indicative offer price of HK$25.3, HK$26.5 and HK$27.8 per Offer Share, being the
low end, mid-point and high end of the indicative offer price range, respectively, after deduction
of the underwriting fees and other listing related expenses payable by the Company (excluding
listing expenses that have been charged to profit or loss during the Track Record Period), without
taking into account of any allotment and issuance of any Shares upon the exercise of the
Over-allotment Option, and any dividends or share dividends declared.
(3) The unaudited pro forma net tangible assets per Share is arrived at after the adjustments referred
to in the preceding paragraphs and on the basis that 266,666,800 Shares were in issue assuming
that the Global Offering had been completed on 31 December 2024 but without taking into
account of any allotment and issuance of any Shares upon the exercise of the Over-allotment
Option, and any dividends or share dividends declared.
(4) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the
parent does not take into account a final exempt one-tier dividend of US$28,000,000 for the year
ended 31 December 2024 and dividends of US$14,000,000 declared on 4 February 2025 and 4 June
2025, respectively. Had the dividends been taken into account, the unaudited pro forma adjusted
consolidated net tangible assets of the Group per Share would have been US$0.46 (approximately
HK$3.61) at the Offer Price of HK$25.3, US$0.48 (approximately HK$3.77) at the Offer Price of
HK$26.5, and US$0.50 (approximately HK$3.92) at the Offer Price of HK$27.8, respectively, which
is calculated based on 266,666,800 Shares in issue immediately following the public offer and
placing.
(5) For the purpose of this unaudited pro forma adjusted net tangible assets, the balance stated in
Hong Kong dollars are converted into United States dollars at a rate of US$1.0000 to HK$7.8482.
No representation is made that Hong Kong dollars amounts have been, could have been or may be
converted to United States dollars, or vice versa, at that rate.
(6) No other adjustment has been made to the unaudited pro forma adjusted consolidated net
tangible assets of the Group to reflect any trading results or other transactions of the Group
entered into subsequent to 31 December 2024.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 441 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON
THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL
INFORMATION
The following is the text of a report, prepared for inclusion in this document, received from
the independent reporting accountants of the Company, Ernst & Y oung LLP , Public Accountants
and Chartered Accountants, Singapore, for the purpose of incorporation in this prospectus.
Ernst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583
 Tel: +65 6535 7777
Fax: +65 6532 7662
ey.com
T o the Directors of IFBH Limited
We have completed our assurance engagement to report on the compilation of
unaudited pro forma financial information of IFBH Limited (the “ Company ”) and its
subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the
Company (the “ Directors ”) for illustrative purposes only . The unaudited pro forma
financial information consists of the unaudited pro forma consolidated net tangible assets
as at 31 December 2024, and related notes as set out on pages II-1 to II-2 of the prospectus
dated 20 June 2025 issued by the Company (the “ Unaudited Pro Forma Financial
Information ”). The applicable criteria on the basis of which the Directors have compiled
the Unaudited Pro Forma Financial Information are described in pages II-1 to II-2 to the
prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors
to illustrate the impact of the global offering of shares of the Company on the Group’s
financial position as at 31 December 2024 as if the transaction had taken place at 31
December 2024. As part of this process, information about the Group’s financial position
has been extracted by the Directors from the Group’s financial statements for the year
ended 31 December 2024, on which an accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with
reference to Accounting Guideline (“ AG ”) 7 Preparation of Pro Forma Financial
Information for Inclusion in Investment Circulars issued by the Hong Kong Institute of
Certified Public Accountants (the “ HKICPA ”).
Our independence and quality management
We have complied with the ethical requirements of the Accounting and Corporate
Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants
and Accounting Entities (the “ ACRA Code ”) and the independence requirements in Part
4A of the ACRA Code, which are founded on fundamental principles of integrity ,
objectivity , professional competence and due care, confidentiality and professional
behavior.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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--- page 442 ---
Our firm applies Singapore Standard on Quality Management 1 Quality Management
for Firms that Perform Audits and Reviews of Financial Statements, or Other Assurance or
Related Services Engagements , which requires the firm to design, implement and operate a
system of quality management including policies or procedures regarding compliance
with ethical requirements, professional standards and applicable legal and regulatory
requirements.
Reporting accountants’responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our
opinion to you. We do not accept any responsibility for any reports previously given by us
on any financial information used in the compilation of the Unaudited Pro Forma
Financial Information beyond that owed to those to whom those reports were addressed
by us at the dates of their issue.
We conducted our engagement in accordance with International Standard on
Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro
Forma Financial Information Included in a Prospectus issued by the International Auditing
and Assurance Standards Board. This standard requires that the reporting accountants
plan and perform procedures to obtain reasonable assurance about whether the Directors
have compiled the Unaudited Pro Forma Financial Information in accordance with
paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing
any reports or opinions on any historical financial information used in compiling the
Unaudited Pro Forma Financial Information, nor have we, in the course of this
engagement, performed an audit or review of the financial information used in compiling
the Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company
on unadjusted financial information of the Group as if the transaction had been
undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do
not provide any assurance that the actual outcome of the transaction would have been as
presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the
Directors in the compilation of the Unaudited Pro Forma Financial Information provide a
reasonable basis for presenting the significant effects directly attributable to the
transaction, and to obtain sufficient appropriate evidence about whether:
• the related pro forma adjustments give appropriate effect to those criteria; and
• the Unaudited Pro Forma Financial Information reflects the proper
application of those adjustments to the unadjusted financial information.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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--- page 443 ---
The procedures selected depend on the reporting accountants’ judgment, having
regard to the reporting accountants’ understanding of the nature of the Group, the
transaction in respect of which the Unaudited Pro Forma Financial Information has been
compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited
Pro Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled
on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the
Listing Rules.
Ernst & Young LLP
Public Accountants and Chartered Accountants
Singapore
20 June 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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Set out below is a summary of certain provisions of the Constitution of the Company
and salient provisions of the company laws of Singapore applicable to a Singapore
incorporated company.
The Company was incorporated in Singapore under the Singapore Companies Act
as a private company limited by shares on February 27, 2024. It was converted to a public
company limited by shares on June 13, 2025. The Constitution was approved by special
resolution of the shareholders passed on June 17, 2025 and took effect upon the Listing.
A. CONSTITUTION OF THE COMPANY
The following is a summary of certain provisions of the Constitution and the
capitalised terms in the Constitution shall be defined as follows:
“Act” The Companies Act 1967 of Singapore or any
statutory modification, amendment or re-enactment
thereof for the time being in force
“Annual General
Meeting”
An annual general meeting of the Company
“Board of Directors” or
the “Directors”
The directors for the time being of the Company or
such number of them as having authority to act for the
Company, and includes any person duly appointed
and acting for the time being as an alternate Director.
The words “Director” and “Board” shall be construed
accordingly
“Chairman” The chairman of the Directors or the chairman of the
Annual General Meeting or general meeting as the
case may be
“Electronic
Communication”
Has the meaning ascribed to it in the Act, namely
communication transmitted (whether from one
person to another, from one device to another, from a
person to a device or from a device to a person) (a) by
means of a telecommunication system, or (b) by other
means but while in an electronic form, such that it can
(where particular conditions are met) be received in
legible form or be made legible following receipt in
non-legible form
“Exchange” The Main Board of the Stock Exchange of Hong Kong
Limited and, where applicable, its successors in title
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“Instruments” Offers, agreements or options that might or would
require shares to be issued including but not limited
to the creation and issue of (as well as adjustments to)
warrants, debentures or other instruments
convertible or exchangeable into shares
“in writing” and
“written”
Includes printing and lithograph and any other mode
or modes of representing or reproducing words,
symbols or other information which may be displayed
in a visible form, whether in a physical document or
in an Electronic Communication or form or otherwise
howsoever
“market day” A day on which the Exchange is open for trading of
securities
“Member” or “holder of
any share”
A registered shareholder for the time being of the
Company , excluding the Company where it is a
Member by reason of its holding of its shares as
treasury shares
“month” Calendar month
“Office” The registered office of the Company for the time
being
“Register of Members” The reg ister of registered shareholders of the
Company
“Secretary” Has the m eaning given to it in the Act and shall
include any person appointed by the Directors to
perform the duties of a secretary of the Company
“treasury shares” Has the same meaning given to it in the Act, namely ,
shares which (a) were (or are treated as having been)
purchased by the Company in circumstances in which
section 76H of the Act applies, and (b) have been held
by the Company continuously since the treasury
shares were so purchased
“year” Calendar year
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(a) Liability of Members
Regulation 3
The liability of the Members is limited.
(b) Directors
Number of Directors
Regulation 85
The number of the Directors, all of whom shall be natural persons, shall not be
less than two (2). Until otherwise determined by a general meeting, there shall be no
maximum number of Directors.
Appointment, removal and resignation of Directors
Regulation 86
(1) The Company in general meeting may, subject to the provisions of this
Constitution, from time to time remove any Director before the expiration of
his period of office (notwithstanding anything in this Constitution or in any
agreement between the Company and such Director) and appoint another
person in place of a Director so removed, and may increase or reduce the
number of Directors, and may alter their share qualifications. Until otherwise
determined by a general meeting, there shall be no maximum number.
(2) The Company may by ordinary resolution appoint any person to be a Director,
either to fill a casual vacancy or as an additional Director Provided That the
appointment does not cause the number of Directors to exceed any number
fixed by or in accordance with this Constitution as the maximum number of
Directors. Without prejudice thereto the Directors shall have power at any
time so to do, but any person so appointed by the Directors shall hold office
only until the next annual general meeting. He shall then be eligible for
re-election, but shall not be taken into account in determining which
particular Directors or the number of Directors who are to retire by rotation at
such meeting.
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Regulation 98
(1) Subject as herein otherwise provided or to the terms of any subsisting
agreement, the office of a Director shall be vacated on any one of the following
events, namely:-
(a) if he is prohibited from being a Director by reason of any order made
under the Act or any applicable laws;
(b) if he ceases to be a Director by virtue of any of the provisions of the Act;
(c) if he resigns by writing under his hand left at the Office or if he shall in
writing offer to resign and the Directors shall resolve to accept such
offer;
(d) if he shall become bankrupt or have a bankruptcy order made against
him or if he suspends payments or makes any arrangement or
composition with his creditors generally;
(e) if he becomes mentally disordered and incapable of managing himself
or his affairs or if in Singapore or elsewhere an order shall be made by
any court claiming jurisdiction in that behalf on the ground (however
formulated) of mental disorder for his detention or for the appointment
of a guardian or for the appointment of a receiver or other person to
exercise powers with respect to his property or affairs;
(f) if he absents himself from meetings of the Directors for a continuous
period of six (6) months without leave from the Directors and the
Directors resolve that his office be vacated;
(g) if he is removed by a resolution of the Company in general meeting
pursuant to this Constitution; or
(h) if he becomes disqualified from acting as Director in any jurisdiction for
reasons other than on technical grounds (in which event he must
immediately resign from the Board of Directors).
(2) In accordance with the provisions of Section 152 of the Act, the Company may
by ordinary resolution of which special notice has been given remove any
Director before the expiration of his period of office, notwithstanding any
provision of this Constitution or of any agreement between the Company and
such Director but without prejudice to any claim he may have for damages for
breach of any such agreement. The Company in general meeting may appoint
another person in place of a Director so removed from office and any person
so appointed shall be subject to retirement by rotation at the same time as if he
had become a Director on the day on which the Director in whose place he is
appointed was last elected a Director. In default of such appointment the
vacancy so arising may be filled by the Directors as a casual vacancy.
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Regulation 99
Unless the Company agrees otherwise, a Director who is appointed by the
Company as director of any related or associated company of the Company shall
resign (without compensation whatsoever) as such director if he is removed as
Director of the Company or if his office as Director is vacated (notwithstanding any
agreement between the Director and the Company or any such related or associated
company). Unless the Company agrees otherwise, an employee of the Company
who is appointed director of any related or associated company of the Company
shall resign (without compensation whatsoever) as such director if he ceases for any
reason whatsoever to be an employee of the Company.
Power of Directors to contract with Company
Regulation 92
(1) No Director or intending Director shall be disqualified by his office from
contracting or entering into any arrangement with the Company either as
vendor, purchaser or otherwise nor shall such contract or arrangement or any
contract or arrangement entered into by or on behalf of the Company in which
any Director shall be in any way interested be avoided nor shall any Director
so contracting or being so interested be liable to account to the Company for
any profit realised by any such contract or arrangement by reason only of such
Director holding that office or of the fiduciary relation thereby established but
every Director and Chief Executive Officer (or person(s) holding an
equivalent position) shall observe the provisions of Section 156 of the Act
relating to the disclosure of the interests of the Directors and Chief Executive
Officer (or person(s) holding an equivalent position) in transactions or
proposed transactions with the Company or of any office or property held by
a Director and Chief Executive Officer (or person(s) holding an equivalent
position) which might create duties or interests in conflict with his duties or
interests as a Director and Chief Executive Officer (or person(s) holding an
equivalent position) and any transactions to be entered into by or on behalf of
the Company in which any Director and Chief Executive Officer (or person(s)
holding an equivalent position) shall be in any way interested shall be subject
to any requirements that may be imposed by the Exchange or the Act. No
Director shall vote in regard to any contract, arrangement or transaction, or
proposed contract, arrangement or transaction in which he has directly or
indirectly a personal material interest as aforesaid or in respect of any
allotment of shares in or debentures of the Company to him and if he does so
vote his vote shall not be counted.
(2) A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting where he or any other Director is appointed to hold
any office or place of profit under the Company, or where the Directors
resolve to exercise any of the rights of the Company (whether by the exercise
of voting rights or otherwise) to appoint or concur in the appointment of a
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Director to hold any office or place of profit under any other company, or
where the Directors resolve to enter into or make any arrangements with him
or on his behalf pursuant to this Constitution or where the terms of any such
appointment or arrangements as hereinbefore mentioned are considered, and
he may vote on any such matter other than in respect of the appointment of or
arrangements with himself or the fixing of the terms thereof.
(3) The provisions of this Regulation may at any time be suspended or relaxed to
any extent and either generally or in respect of any particular contract,
arrangement or transaction by the Company in general meeting, and any
particular contract, arrangement or transaction carried out in contravention of
this Regulation may be ratified by ordinary resolution of the Company,
subject to the Act and any applicable laws, provided that a Director whose
action is being ratified by this ordinary resolution shall refrain from voting on
this ordinary resolution as a shareholder at that general meeting.
Holding of office in other companies
Regulation 93
(1) A Director may hold any other office or place of profit under the Company
(except that of auditor) and he or any firm of which he is a member may act in
a professional capacity for the Company in conjunction with his office of
Director, and on such terms as to remuneration and otherwise as the Directors
shall determine. A Director of the Company may be or become a director or
other officer of, or otherwise interested in, any company promoted by the
Company or in which the Company may be interested as vendor, purchaser,
shareholder or otherwise, and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a director
or officer of, or from his interest in, such other company unless the Company
otherwise directs.
(2) The appointment of any Director to any executive office shall not
automatically determine if he ceases to be a Director, unless the contract or
resolution under which he holds office shall expressly state otherwise, in
which event such determination shall be without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
(3) The Directors may exercise the voting power conferred by the shares in any
company held or owned by the Company in such manner and in all respects as
the Directors think fit in the interests of the Company (including the exercise
thereof in favour of any resolution appointing the Directors or any of them to
be directors of such company or voting or providing for the payment of
remuneration to the directors of such company) and any such Director of the
Company may vote in favour of the exercise of such voting powers in the
manner aforesaid notwithstanding that he may be or be about to be appointed
a director of such other company.
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY
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Fees, Pension and Remuneration of Director
Regulation 88
(1) The fees of the Directors shall be determined from time to time by the
Company in general meetings and such fees shall not be increased except
pursuant to an ordinary resolution passed at a general meeting where notice
of the proposed increase shall have been given in the notice convening the
meeting. Such fees shall be divided among the Directors in such proportions
and manner as they may agree and in default of agreement equally, except that
in the latter event any Director who shall hold office for part only of the period
in respect of which such fee is payable shall be entitled only to rank in such
division for the proportion of fee related to the period during which he has
held office.
(2) Any Director who is appointed to any executive office or serves on any
committee or who otherwise performs or renders services, which, in the
opinion of the Directors, are outside his ordinary duties as a Director, may be
paid such extra remuneration as the Directors may determine, subject
however as is hereinafter provided in this Regulation.
(3) The fees (including any remuneration under Regulation 88(2) above) in the
case of a Director other than an Executive Director shall be payable by a fixed
sum and shall not at any time be by commission on or percentage of the profits
or turnover, and no Director whether an Executive Director or otherwise shall
be remunerated by a commission on or percentage of turnover.
Regulation 90
Subject to the Act, the Directors on behalf of the Company may pay a gratuity
or other retirement, superannuation, death or disability benefits to any Director or
former Director who had held any other salaried office or place of profit with the
Company or to his widow or dependants or relations or connections or to any
persons in respect of and may make contributions to any fund and pay premiums
for the purchase or provision of any such gratuity, pension or allowance.
Chief executive officer(s) / Managing director(s)
Regulation 94
The Directors may from time to time appoint one (1) or more of their body or
such other person(s) to the office of Chief Executive Officer(s)/Managing
Director(s) of the Company (or any equivalent appointment(s) howsoever
described) for such period and on such terms as they think fit, and may from time to
time (subject to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint another or others
in his or their places. Where a Chief Executive Officer/Managing Director (or a
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY
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--- page 451 ---
person holding an equivalent appointment) is appointed for a fixed term, such term
shall not exceed five (5) years.
Regulation 95
Any Director who is appointed as a Chief Executive Officer/Managing
Director (or an equivalent appointment) shall be subject to the same provisions as to
retirement by rotation, resignation and removal as the other Directors of the
Company notwithstanding the provisions of his contract of service in relation to his
executive office and if he ceases to hold the office of Director from any cause he shall
ipso facto and immediately cease to be a Chief Executive Officer/Managing
Director.
Regulation 96
The remuneration of a Chief Executive Officer/Managing Director (or any
Director holding an equivalent appointment) shall from time to time be fixed by the
Directors and may subject to this Constitution be by way of salary or commission or
participating in profits or by any or all of these modes but he shall not under any
circumstances be remunerated by a commission on or a percentage of turnover.
Regulation 97
A Chief Executive Officer/Managing Director (or any Director holding an
equivalent appointment) shall at all times be subject to the control of the Board of
Directors but subject thereto the Board of Directors may from time to time entrust to
and confer upon a Chief Executive Officer/Managing Director (or any Director
holding an equivalent appointment) for the time being such of the powers
exercisable under this Constitution by the Board of Directors as they may think fit
and may confer such powers for such time and to be exercised on such terms and
conditions and with such restrictions as they think expedient and they may confer
such powers either collaterally with or to the exclusion of and in substitution for all
or any of the powers of the Board of Directors in that behalf and may from time to
time revoke, withdraw, alter or vary all or any of such powers. Every Chief
Executive Officer (who is not a Director) shall observe the provisions of Section 156
of the Act relating to the disclosure of the interests of chief executive officers of a
company in transactions or proposed transactions with the Company or of any
office or property held by a Chief Executive Officer (who is not a Director) which
might create duties or interests in conflict with his duties or interests as Chief
Executive Officer and any transactions to be entered into by or on behalf of the
Company in which he shall be in any way interested shall be subject to any
requirements that may be imposed by the Exchange or the Act.
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Meetings of Directors
Regulation 106
(1) The Directors may meet together for the despatch of business, adjourn or
otherwise regulate their meetings as they think fit. Questions arising at any
meeting shall be determined by a majority of votes and in case of an equality
of votes the Chairman of the meeting shall have a casting vote provided
always that where two (2) Directors form a quorum, the Chairman of a
meeting at which only such a quorum is present, or at which only two (2)
Directors are competent to vote on the question at issue, shall not have a
casting vote.
(2) A Director may, and the Secretary on the requisition of a Director shall, at any
time summon a meeting of the Directors by notice in writing given to each
Director but it shall not be necessary to give notice of a meeting of directors to
any director or alternate Director for the time being absent from Singapore.
(3) The accidental omission to give to any Director, or the non-receipt by any
Director of, a notice of a meeting of Directors shall not invalidate the
proceedings at that meeting.
(4) Directors may participate in a meeting of the Board of Directors by means of a
conference telephone, videoconferencing, audio visual, or other Electronic
Means of communication by which all persons participating in the meeting
can hear one another contemporaneously, without having to be in the physical
presence of each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting. A Director
participating in a meeting in this way may also be taken into account in
ascertaining the presence of a quorum at the meeting. The signature of a
Director by facsimile, electronic mail, or any form of Electronic
Communication approved by the Directors for such purpose from time to time
incorporating, if the Directors deem necessary, the use of security and/or
identification procedures and devices approved by the Directors, on any
document confirming his attendance shall be sufficient evidence of his
presence at the meeting. The minutes of such a meeting signed by the
Chairman shall be sufficient evidence of any resolution of any meeting
conducted in the manner as aforesaid. Unless otherwise agreed by the
Directors, such a meeting shall be deemed to take place where the largest
group of Directors present for the purpose of the meeting is assembled or, if
there is no such group, where the Chairman of the meeting is present.
(5) In the case of a meeting which is not held in person, the fact that a Director is
taking part in the meeting must be made known to all the other Directors
taking part, and no Director may disconnect or cease to take part in the
meeting unless he makes known to all other Directors taking part that he is
ceasing to take part in the meeting.
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Regulation 107
Unless otherwise determined by the Directors, the quorum necessary for the
transaction of business of the Directors shall be two (2). A meeting of the Directors at
which a quorum is present at the time the meeting proceeds to business shall be
competent to exercise all the powers and discretions for the time being exercisable
by the Directors. The Directors participating in such meeting shall be counted in the
quorum for such meeting and, subject to there being a requisite quorum under this
Regulation, all resolutions agreed by the Directors in accordance with Regulation
106 in such meeting, duly convened and held, shall be effective.
Regulation 108
The Directors may act notwithstanding any vacancies in the Board of
Directors provided that if the number of Directors is reduced below the minimum
number fixed by or pursuant to this Constitution as the necessary quorum of
Directors, the remaining Directors or Director may, except in an emergency, act only
for the purpose of increasing the number of Directors to such minimum number or
to summon a general meeting of the Company. If there are no Directors or Director
able or willing to act, then any two (2) Members may summon a general meeting for
the purpose of appointing Directors.
Regulation 109
The Directors may from time to time elect a Chairman and, if desired, a
Deputy Chairman and determine the period for which he is or they are to hold
office. The Deputy Chairman shall perform the duties of the Chairman during the
Chairman’s absence. The Chairman or, in his absence, the Deputy Chairman shall
preside as Chairman at meetings of the Directors but if no such Chairman or Deputy
Chairman is elected or if at any meeting the Chairman and the Deputy Chairman are
not present within five (5) minutes after the time appointed for holding the same,
the Directors present shall choose one (1) of their number to be Chairman of such
meeting. In case of an equality of votes the Chairman of the meeting shall have a
second or casting vote except that the Chairman of a meeting at which only two (2)
Directors are present to form a quorum or at which only two (2) Directors are
competent to vote on the question at issue shall not have a second or casting vote.
Regulation 110
A resolution in writing, signed by a majority of the Directors for the time
being in Singapore or elsewhere on that date (who are not prohibited by the law or
this Constitution from voting on such resolutions), shall be as effective as a
resolution passed at a meeting of the Directors duly convened and held, and may
consist of several documents in the like form each signed by one (1) or more
Directors. The expressions “sent”, “in writing”, “signed” and “approved” include,
transmission to and approval by any such Director by letter, facsimile, electronic
mail, or any form of Electronic Communication approved by the Directors for such
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY
AND SINGAPORE COMPANY LAW
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--- page 454 ---
purpose from time to time incorporating, if the Directors deem necessary , the use of
security and/or identification procedures and devices approved by the Directors.
Power of Directors to sign cheques and bills
Regulation 119
All cheques, promissory notes, drafts, bills of exchange and other negotiable
or transferable instruments and all receipts for moneys paid to the Company shall
be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in
such manner as the Directors shall from time to time by resolution determine.
Directors’ borrowing powers
Regulation 120
The Directors may at their discretion exercise all the powers of the Company
to borrow or otherwise raise money , to mortgage, charge or hypothecate all or any
property or business of the Company including any uncalled or called but unpaid
capital and to issue debentures or give any other security , whether outright or as
collateral security , for any debt, liability or obligation of the Company or of any
third party .
(c) Shares
Issue of Shares
Regulation 4
Subject to the Act and this Constitution and the listing rules of the Exchange,
no shares may be issued by the Directors without the prior sanction of an ordinary
resolution of the Company in general meeting pursuant to Section 161 of the Act but
subject thereto and to Regulation 48 and the listing rules of the Exchange, and to any
special rights attached to any shares for the time being issued, the Directors may
issue, allot or grant options over or otherwise deal with or dispose of the same to
such persons on such terms and conditions and for such consideration (or, where
permitted under the Act and the listing rules of the Exchange, for no consideration)
and at such time and subject or not to the payment of any part of the amount thereof
in cash as the Directors may think fit, and subject to the Act and the listing rules of
the Exchange, any shares may be issued in such denominations or with such
preferential, deferred, qualified or special rights, privileges or conditions as the
Directors may think fit, and preference shares may be issued which are or at the
option of the Company are liable to be redeemed, the terms and manner of
redemption being determined by the Directors Provided always that (a) the rights
attaching to the shares of a class other than ordinary shares shall be expressed in the
resolution creating the same and in the provisions of this Constitution; and (b) no
bearer shares or bearer share warrants shall be issued by the Company .
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Regulation 49
(1) Subject to any direction to the contrary that may be given by the Company in
general meeting, or except as permitted under the Exchange’s listing rules, all
new shares shall, before issue, be offered to such persons who as at the date of
the offer are entitled to receive notices from the Company of general meetings
in proportion, as far as the circumstances admit, to the number of the existing
shares to which they are entitled or hold. The offer shall be made by notice
specifying the number of shares offered, and limiting a time within which the
offer, if not accepted, will be deemed to be declined. After the expiration of the
aforesaid time, or on the receipt of an intimation from the person to whom the
offer is made that he declines to accept the shares offered, the Directors may
dispose of those shares in such manner as they think most beneficial to the
Company. The Directors may likewise so dispose of any new shares which (by
reason of the ratio which the new shares bear to shares held by persons
entitled to an offer of new shares) cannot, in the opinion of the Directors, be
conveniently offered under this Regulation.
(2) Notwithstanding Regulation 49(1) above but subject to the Act and the
byelaws and listing rules of the Exchange, the Company may by ordinary
resolution in general meeting give to the Directors a general authority, either
unconditionally or subject to such conditions as may be specified in the
ordinary resolution to:
(a) issue shares in the capital of the Company (whether by way of rights,
bonus or otherwise); and/or
(b) make or grant Instruments; and/or
(c) (notwithstanding the authority conferred by the ordinary resolution
may have ceased to be in force) issue shares in pursuance of any
Instrument made or granted by the Directors while the ordinary
resolution was in force;
provided that:
(i) the aggregate number of shares or Instruments to be issued pursuant to
the ordinary resolution (including shares to be issued in pursuance of
Instruments made or granted pursuant to the ordinary resolution but
excluding shares which may be issued pursuant to any adjustments
effected under any relevant Instrument) does not exceed any applicable
limits and complies with the manner of calculation prescribed by the
Exchange;
(ii) in exercising the authority conferred by the ordinary resolution, the
Company shall comply with the listing rules for the time being in force
(unless such compliance is waived by the Exchange) and the
Constitution; and
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(iii) (unless revoked or varied by the Company in general meeting) the
authority conferred by the ordinary resolution shall not continue in
force beyond the conclusion of the Annual General Meeting next
following the passing of the ordinary resolution, or the date by which
such Annual General Meeting is required by law to be held, or the
expiration of such other period as may be prescribed by the Act
(whichever is the earliest).
(3) Notwithstanding Regulation 49(1) above but subject to the Act, the Directors
shall not be required to offer any new shares to Members to whom by reason
of foreign securities laws such offers may not be made without registration of
the shares or a prospectus or other document, but may sell the entitlements to
the new shares on behalf of such Members in such manner as they think most
beneficial to the Company.
Preference Shares
Regulation 5
(1) Preference shares may be issued subject to such limitations thereof as may be
prescribed by the Exchange upon which shares in the Company may be listed
and the rights attaching to shares other than ordinary shares shall be
expressed in this Constitution. The total number of issued preference shares
shall not exceed the total number of issued ordinary shares issued at any time.
Preference shareholders shall have the same rights as ordinary shareholders
as regards receiving of notices, reports and balance sheets and attending
general meetings of the Company. Preference shareholders shall also have the
right to vote at any meeting convened for the purpose of reducing the capital
or winding up or sanctioning a sale of the undertaking of the Company or
where the proposal to be submitted to the meeting directly affects their rights
and privileges or when the dividend on the preference shares is more than six
(6) months in arrears.
(2) The Company has power to issue further preference capital ranking equally
with, or in priority to, preference shares from time to time already issued or
about to be issued.
Treasury Shares
Regulation 6
The Company shall not exercise any rights (including the right to attend and
vote at general meetings) in respect of treasury shares other than as provided by the
Act. Subject thereto, the Company may hold or deal with its treasury shares in the
manner authorised by, or prescribed pursuant to, the Act.
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Variation of rights
Regulation 7
(1) If at any time the share capital is divided into different classes, the repayment
of preference capital other than redeemable preference capital and the rights
attached to any class (unless otherwise provided by the terms of issue of the
shares of that class) may , subject to the provisions of the Act, whether or not
the Company is being wound up, only be made, varied or abrogated with the
sanction of a special resolution passed at a separate general meeting of the
holders of shares of the class and to every such special resolution, the
provisions of Section 184 of the Act shall, with such adaptations as are
necessary , apply , provided always that where the necessary majority for such
a special resolution is not obtained at the general meeting, consent in writing
if obtained from the holders of three-fourths of the issued shares of the class
concerned within two (2) months of the general meeting shall be as valid and
effectual as a special resolution carried at the general meeting. To every such
separate general meeting, the provisions of this Constitution relating to
general meetings shall mutatis mutandis apply; but so that the necessary
quorum shall be two (2) persons at least holding or representing by proxy or
by attorney one-third of the issued shares of the class. The foregoing
provisions of this Regulation shall apply to the variation or abrogation of the
special rights attached to some only of the shares of any class as if each group
of shares of the class differently treated formed a separate class the special
rights whereof are to be varied.
(2) The repayment of preference capital other than redeemable preference capital
or any other alteration of preference shareholder rights may only be made
pursuant to a special resolution of the preference shareholders concerned.
Provided always that where the necessary majority for such a special
resolution is not obtained at the general meeting, consent in writing if
obtained from the holders of three-fourths of the preference shares concerned
within two (2) months of the general meeting, shall be as valid and effectual as
a special resolution carried at the general meeting.
(3) Where the Company issues shares which do not carry voting rights, the words
“non-voting” shall appear in the designation of such shares and where the
share capital includes shares with different voting rights, the words
“restricted voting” or “limited voting” shall appear in the designation of each
class of shares other than the class of shares with the most favourable voting
rights.
Regulation 8
The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall, unless otherwise expressly provided by the terms of
issue of the shares of that class or by this Constitution, be deemed to be varied by the
creation or issue of further shares ranking equally therewith.
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Share certificates
Regulation 15
The certificate of title to shares or debentures in the capital of the Company
shall be issued under the seal in such form as the Directors shall from time to time
prescribe and may bear the autographic or facsimile signatures of at least two (2)
Directors, or of one (1) Director and the Secretary or some other person appointed
by the Directors in place of the Secretary for the purpose, and shall specify the
number and class of shares to which it relates, whether the shares are fully or partly
paid up, the amounts paid and the amount (if any) unpaid thereon. The facsimile
signatures may be reproduced by mechanical or other means provided the method
or system of reproducing signatures has first been approved by the auditors of the
Company. No certificate shall be issued representing shares of more than one class.
Joint holders
Regulation 16
(1) The Company shall not be bound to register more than three (3) persons as the
joint holders of any share except in the case of executors, trustees or
administrators of the estate of a deceased Member.
(2) If two (2) or more persons are registered as joint holders of any share any one
of such persons may give effectual receipts for any dividend payable in
respect of such share and the joint holders of a share shall, subject to the
provisions of the Act, be severally as well as jointly liable for the payment of
all instalments and calls and interest due in respect of such shares.
(3) Only the person whose name stands first in the Register of Members as one (1)
of the joint holders of any share shall be entitled to delivery of the certificate
relating to such share or to receive notices from the Company and any notice
given to such person shall be deemed notice to all the joint holders. Only the
person whose name stands first in the Depository Register shall be entitled to
receive notices from the Company and any notice given to such person shall
be deemed notice to all the joint holders.
Alteration of share capital
Regulation 51
(1) The Company may by ordinary resolution alter its share capital in the manner
permitted under the Act including without limitation:-
(a) consolidate and divide all or any of its shares;
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(b) cancel the number of shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any person or
which have been forfeited and diminish its share capital in accordance
with the Act;
(c) subdivide its shares or any of them (subject to the provisions of the Act),
provided always that in such subdivision the proportion between the
amount paid and the amount (if any) unpaid on each reduced share
shall be the same as it was in the case of the share from which the
reduced share is derived, and so that the resolution whereby any share
is sub-divided may determine that, as between the holders of the shares
resulting from such sub-division, one (1) or more of the shares may, as
compared with the others, have any such preferred, deferred or other
special rights, or be subject to any such restrictions, as the Company has
power to attach to new shares; and
(d) subject to the provisions of this Constitution and the Act, convert its
share capital of any class of shares from one currency to another
currency.
(2) The Company may purchase or otherwise acquire its issued shares subject to
and in accordance with the provisions of the Act and any other relevant rule,
law or regulation enacted or promulgated by any relevant competent
authority from time to time (collectively, the “ Relevant Laws ”), on such terms
and subject to such conditions as the Company may in general meeting
prescribe in accordance with the Relevant Laws. Any shares purchased or
acquired by the Company as aforesaid may be cancelled or held as treasury
shares and dealt with in accordance with the Relevant Laws. On the
cancellation of any share as aforesaid, the rights and privileges attached to
that share shall expire. In any other instance, the Company may hold or deal
with any such share which is so purchased or acquired by it in such manner as
may be permitted by, and in accordance with, the Act.
Regulation 52
The Company may by special resolution reduce its share capital or any other
undistributable reserve in any manner or convert one class of shares into another
class of shares, subject to any requirements and consents required by law. Without
prejudice to the generality of the foregoing, upon cancellation of any share
purchased or otherwise acquired by the Company pursuant to these presents and
the Act, the number of issued shares of the Company shall be diminished by the
number of shares so cancelled, and where any such cancelled shares were purchased
or acquired out of the capital of the Company, the amount of the share capital of the
Company shall be reduced accordingly.
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(d) Transfer and transmission of shares
Transfer of shares
Regulation 22(1)
There shall be no restriction on the transfer of fully paid up shares except
where required by law or by the rules, byelaws or listing rules of the Exchange but
the Directors may in their discretion decline to register any transfer of shares upon
which the Company has a lien and in the case of shares not fully paid up may refuse
to register a transfer to a transferee of whom they do not approve. If the Directors
shall decline to register any such transfer of shares, they shall give to both the
transferor and the transferee within ten (10) market days (or such period as the
Directors may determine having regard to any limitation thereof as may be
prescribed by the Exchange from time to time), beginning with the date on which
the transfer was lodged with the Company, written notice of their refusal to register
and of the facts which are considered to justify the refusal as required by the Act and
the listing rules of the Exchange.
Transmission of shares
Regulation 26
(1) In case of the death of a registered shareholder, the survivor or survivors,
where the deceased was a joint holder, and the legal representatives of the
deceased, where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in the
shares, but nothing herein shall release the estate of a deceased registered
shareholder (whether sole or joint) from any liability in respect of any share
held by him.
(2) In the case of the death of a Depositor, the survivor or survivors, where the
deceased was a joint holder, and the legal personal representatives of the
deceased, where he was a sole holder and where such legal representatives are
entered in the Depository Register in respect of any shares of the deceased,
shall be the only persons recognised by the Company as having any title to his
interests in the share; but nothing herein contained shall release the estate of a
deceased Depositor (whether sole or joint) from any liability in respect of any
share held by him.
Regulation 27
(1) Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member or by virtue of a vesting order by a court of
competent jurisdiction and recognised by the Company as having any title to
that share may, upon producing such evidence of title as the Directors shall
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require, be registered himself as holder of the share upon giving to the
Company notice in writing or transfer such share to some other person. If the
person so becoming entitled shall elect to be registered himself, he shall send
to the Company a notice in writing signed by him stating that he so elects. If
he shall elect to have another person registered he shall testify his election by
executing to that person a transfer of the share. All the limitations, restrictions
and provisions of this Constitution relating to the right to transfer and the
registration of transfers shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the Member had not occurred and
the notice or transfer were a transfer executed by such Member. The Directors
shall have, in respect of a transfer so executed, the same power of refusing
registration as if the event upon which the transmission took place had not
occurred, and the transfer were a transfer executed by the person from whom
the title by transmission is derived.
(2) The Directors may at any time give notice requiring any such person to elect
whether to be registered himself as a Member in the Register of Members or,
(as the case may be), entered in the Depository Register in respect of the share
or to transfer the share and if the notice is not complied with within sixty (60)
days the Directors may thereafter withhold payment of all dividends or other
moneys payable in respect of the share until the requirements of the notice
have been complied with.
Regulation 28
A person entitled to a share by transmission shall be entitled to receive, and
may give a discharge for, any dividends or other moneys payable in respect of the
share, but he shall not be entitled in respect of it to receive notices of or to attend or
vote at meetings of the Company, or, save as aforesaid, to exercise any of the rights
or privileges of a Member, unless and until he shall become registered as a
shareholder or have his name entered in the Depository Register as a Depositor in
respect of the share.
(e) General meetings
Regulation 57
(1) 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 four (4) months after the immediate
preceding financial year so long as the shares of the Company are listed on the
Exchange. The Annual General Meeting shall be held at such time and place as
the Directors shall appoint.
(2) All general meetings other than Annual General Meetings shall be called
Extraordinary General Meetings. The time and place of any meeting shall be
determined by the convenors of the meeting.
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(3) 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. A meeting of
shareholders or any class thereof may be convened, held and/or conducted,
whether wholly or partly, by electronic means of such telephone, including
but not limited to electronic communication, video conferencing,
tele-conferencing or such other electronic means communication facilities as
permit all persons participating in the meeting to communicate with each
other simultaneously and instantaneously (“Electronic Means”), and
participation in such a meeting shall constitute presence in person at such
meeting. Unless otherwise determined by the Board, the “place” of a meeting
of shareholders (when it is convened, held and/or conducted by Electronic
Means) shall be deemed to be the Company’s place of business in Singapore.
(4) The convening, holding and/or conduct of meetings, whether wholly or
partly, by Electronic Means shall be subject to the prevailing listing rules of
the Exchange.
Regulation 58(1)
The Directors may, whenever they think fit, convene an Extraordinary General
Meeting and Extraordinary General Meetings shall also be convened on such
requisition. If at any time there are not within Singapore sufficient Directors capable
of acting to form a quorum at a meeting of Directors, any Director may convene an
Extraordinary General Meeting in the same manner as nearly as possible as that in
which meetings may be convened by the Directors.
Quorum
Regulation 61
No business shall be transacted at any general meeting unless a quorum is
present at the time the meeting proceeds to business. Save as herein otherwise
provided, two (2) Members present in person shall form a quorum. For the purpose
of this Regulation, “Member” includes a person attending by proxy or by attorney
or by a corporate representative in the case of a corporation which has appointed a
corporate representative. Provided that (i) a proxy representing more than one (1)
Member shall only count as one (1) Member for the purpose of determining the
quorum; and (ii) where a Member is represented by more than one (1) proxy such
proxies shall count as only one (1) Member for the purpose of determining the
quorum.
Regulation 62
If within half an hour from the time appointed for the general meeting a
quorum is not present, the general meeting if convened on the requisition of
Members shall be dissolved. In any other case it shall stand adjourned to the same
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day in the next week at the same time and place, or to such other day and at such
other time and place as the Directors may determine, and if at such adjourned
general meeting a quorum is not present within half an hour from the time
appointed for holding the general meeting, the general meeting shall be dissolved.
Resolutions in writing
Regulation 63
Subject to the Act and the listing rules of the Exchange, a resolution in writing
signed by every Member of the Company entitled to vote or being a corporation by
its duly authorised representative shall have the same effect and validity as an
ordinary resolution of the Company passed at a general meeting duly convened,
held and constituted, and may consist of several documents in the like form, each
sent to, and signed or approved by one (1) or more of such Members. The
expressions “sent”, “in writing”, “signed” and “approved” include, transmission to
and approval by any such Member by letter, facsimile, electronic mail, or by any
form of Electronic Communication approved by the Directors for such purpose from
time to time incorporating, if the Directors deem necessary , the use of security
and/or identification procedures and devices approved by the Directors.
PROVIDED THAT resolutions relating to dispensing with the holding of Annual
General Meetings and resolutions in respect of matters requiring special notice
under the Act and the listing rules of the Exchange may not be passed pursuant to
this Regulation.
Voting
Regulation 66
At any general meeting all resolutions put to the vote of the general meeting
shall be decided by way of 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.
Regulation 67
Subject to the Act and the requirements of the Exchange, the poll shall be
taken in such manner (including the use of ballot or voting papers or tickets) as the
Chairman may direct and the result of a poll shall be deemed to be the resolution of
the general meeting.
Regulation 71
Subject to the Act and the requirements of the Exchange, in the case of equality
of votes, the Chairman of the general meeting shall be entitled to a second or casting
vote in addition to the votes to which he may be entitled as a Member or as proxy of
a Member.
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Regulation 72(2)
Every Member who is present in person or by proxy, attorney or
representative shall have one (1) vote for each share which he holds or represents.
Regulation 73
Where there are joint holders of any share any one (1) of such persons may
vote and be reckoned in a quorum at any meeting either personally or by proxy or by
attorney or in the case of a corporation by a representative as if he were solely
entitled thereto but if more than one (1) of such joint holders is so present at any
meeting then the person present whose name stands first in the Register of Members
or the Depository Register (as the case may be) in respect of such share shall alone be
entitled to vote in respect thereof. Several executors or administrators of a deceased
Member in whose name any share stands shall for the purpose of this Regulation be
deemed joint holders thereof.
Regulation 75
Subject to the provisions of this Constitution, every Member either personally
or by proxy or by attorney or in the case of a corporation by a representative shall be
entitled to be present and to vote at any general meeting and to be reckoned in the
quorum thereat in respect of shares fully paid and in respect of partly paid shares
where calls are not due and unpaid. In the event a Member has appointed more than
one (1) proxy, only one (1) proxy is counted in determining the quorum. Save as
expressly provided herein or in the Act, no person other than a Member duly
registered, and only in respect of shares upon which all calls due to the Company
have been paid, shall be entitled to be present or to vote on any question, either
personally or by proxy at any general meeting.
Regulation 77
On a poll votes may be given either personally or by proxy or by attorney or in
the case of a corporation by its representative and a person entitled to more than one
(1) vote need not use all his votes or cast all the votes he uses in the same way.
(f) Secretary
Regulation 121
The Secretary or Secretaries shall, and a Deputy or Assistant Secretary or
Secretaries may, be appointed by the Directors for such term, at such remuneration
and upon such conditions as they may think fit, and any Secretary, Deputy or
Assistant Secretary so appointed may be removed by them. Anything required or
authorised by this Constitution or the Act to be done by or to the Secretary may, if
the office is vacant or there is for any other reason no Secretary capable of acting, be
done by or to any assistant or deputy Secretary or, if there is no assistant or deputy
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Secretary capable of acting, by or to any officer of the Company authorised
generally or specially in that behalf by the Directors, provided always that any
provision of this Constitution or the Act requiring or authorising a thing to be done
by or to a Director and the Secretary shall not be satisfied by its being done by or to
the same person acting both as Director and as, or in place of, the Secretary.
(g) Dividends
Regulation 126
The Directors may, with the sanction of the Company, by ordinary resolution
declare dividends but (without prejudice to the powers of the Company to pay
interest on share capital as hereinbefore provided) no dividend shall be payable
except out of the profits of the Company. No dividends may be paid, unless
otherwise provided in the Act, to the Company in respect of treasury shares.
Regulation 127
Subject to any rights or restrictions attached to any shares or class of shares
and except as otherwise provided by the Act:
(a) all dividends in respect of shares must be paid in proportion to the number of
shares held by a Member but where shares are partly paid all dividends must
be apportioned and paid proportionately to the amounts paid or credited as
paid on the partly paid shares; and
(b) all dividends must be apportioned and paid proportionately to the amounts
so paid or credited as paid during any portion or portions of the period in
respect of which the dividend is paid.
For the purposes of this Regulation, an amount paid or credited as paid on a
share in advance of a call is to be ignored.
Regulation 128
Without the need for sanction of the Company under Regulation 126, if, and so
far as in the opinion of the Directors, the profits of the Company justify such
payments, the Directors may pay fixed preferential dividends on any express class
of shares carrying a fixed preferential dividend expressed to be payable on a fixed
date on the half-yearly or other dates (if any) prescribed for the payment thereof by
the terms of issue of the shares, and may also from time to time pay to the holders of
any class of shares interim dividends thereon of such amounts and on such dates as
they may think fit.
Regulation 129
No dividend or other moneys payable on or in respect of a share shall bear
interest against the Company.
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Regulation 138
The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which, at the
discretion of the Directors, shall be applicable for meeting contingencies or for the
gradual liquidation of any debt or liability of the Company or for repairing or
maintaining the works, plant and machinery of the Company or for special
dividends or bonuses or for equalising dividends or for any other purpose to which
the profits of the Company may properly be applied and pending such application
may either be employed in the business of the Company or be invested. The
Directors may divide the reserve into such special funds as they think fit and may
consolidate into one fund, any special funds or any parts of any special funds into
which the reserve may have been divided. The Directors may also, without placing
the same to reserve, carry forward any profits which they may think it not prudent
to divide.
(h) Winding up
Regulation 161
If the Company is wound up (whether the liquidation is voluntary, under
supervision or by the Court) the liquidator may, with the authority of a special
resolution, divide among the Members in specie or kind the whole or any part of the
assets of the Company and whether or not the assets shall consist of property of one
kind or shall consist of properties of different kinds and may for such purpose set
such value as he deems fair upon any one (1) or more class or classes of property to
be divided as aforesaid and may determine how such division shall be carried out as
between the Members or different classes of Members. The liquidator may, with the
like authority, vest the whole or any part of the assets in trustees upon such trusts
for the benefit of Members as the liquidator with the like authority thinks fit, and
the liquidation of the Company may be closed and the Company dissolved, but no
Member shall be compelled to accept any shares or other securities in respect of
which there is a liability.
(i) Indemnity
Regulation 162
(1) Subject to, and to the maximum extent permissible under, the provisions of
the Act, every Director, Chief Executive Officer/Managing Director, auditor,
Secretary or other officer of the Company shall be entitled to be indemnified
by the Company against all costs, charges, losses, expenses and liabilities
incurred by him;
(a) in the execution and discharge of his duties as an officer or auditor of
the Company, unless the same arises through his own negligence, fraud,
default, breach of duty or breach of trust; or
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(b) in defending any proceedings whether civil or criminal (relating to the
affairs of the Company) in which judgment is given in his favour or in
which he is acquitted or in connection with any application under the
Act in which relief is granted to him by the Court unless such
proceedings arise through his own negligence, default, breach of duty
or breach of trust.
(2) Without prejudice to the generality of the foregoing and subject to the
provisions of the Act and the listing rules of the Exchange, no Director, Chief
Executive Officer/Managing Director, Secretary or other officer of the
Company shall be liable for the acts, receipts, neglects or defaults of any other
Director or officer or for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company through the insufficiency
or deficiency of title to any property acquired by order of the Directors for or
on behalf of the Company or for the insufficiency or deficiency of any security
in or upon which any of the moneys of the Company shall be invested or for
any loss or damage arising from the bankruptcy, insolvency or tortious act of
any person with whom any moneys, securities or effects shall be deposited or
left or for any other loss, damage or misfortune whatever which shall happen
in the execution of the duties of his office or in relation thereto unless the same
happen through his own negligence, fraud, default, breach of duty or breach
of trust.
B. SALIENT PROVISIONS OF SINGAPORE COMPANY LAWS
The following is a summary of the salient provisions of the corporate laws of
Singapore as at the date of this prospectus which are applicable to a Singapore
incorporated company. The summaries below are for general guidance only and do not
constitute legal advice, nor shall they be used as a substitute for specific legal advice on
the corporate laws of Singapore. The summaries below are not meant to be a
comprehensive or exhaustive description of all the obligations, rights and privileges of
shareholders imposed or conferred by the corporate laws of Singapore. In addition,
investors and/or shareholders should also note that the laws applicable to shareholders
may change, whether as a result of proposed legislative reforms to the laws of Singapore
or otherwise. Investors and/or shareholders should consult their own legal advisors for
specific and independent legal advice concerning their legal obligations under the
relevant laws of Singapore.
Reporting Obligations of Shareholders
As the shares of the Company are not listed for quotation on the official list of a
“securities exchange” (as such term is defined under the Securities and Futures Act 2001
of Singapore (the “SFA”) and which term does not include The Stock Exchange of Hong
Kong Limited (“ Stock Exchange ”)), the Company is not subject to the provisions of
Subdivision (2) of Division 1 to Part 7 of the SFA regulating substantial shareholding
reporting obligations.
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Prohibited Conduct in Relation to Trading in the Capital Markets Products of the
Company under Part 12 of the SFA
Prohibition against False Trading and Market Manipulation
Sections 197 and 202 of the SF A
Sections 197(1), (1A) and (2) of the SFA prohibit a person from:
(a) doing any thing, causing any thing to be done or engaging in any course of
conduct for the purpose of creating a false or misleading appearance:
(i) of active trading in any capital markets products on an organised
market; or
(ii) with respect to the market for, or the price of, any capital markets
products traded on an organised market;
(b) doing any thing, causing any thing to be done or engaging in any course of
conduct that creates, or is likely to create, a false or misleading appearance of
active trading in any capital markets products traded on an organised market,
or with respect to the market for, or the price of, such capital markets
products, if:
(i) the person knows that doing that thing, causing that thing to be done or
engaging in that course of conduct (as the case may be) will create, or
will be likely to create, that false or misleading appearance; or
(ii) the person is reckless as to whether doing that thing, causing that thing
to be done or engaging in that course of conduct (as the case may be)
will create, or will be likely to create, that false or misleading
appearance; or
(c) maintaining, inflating, depressing, or causing fluctuations in, the market price
of any capital markets products by:
(i) means of any purchase or sale of any capital markets products that does
not involve a change in the beneficial ownership of those capital
markets products; or
(ii) any fictitious transaction or device.
Under Sections 197(3) and (4) of the SFA, it is presumed that a person’s purpose, or
one of a person’s purposes, is to create a false or misleading appearance of active trading
in capital markets products on an organised market if the person:
(a) effects, takes part in, is concerned in or carries out, directly or indirectly, any
transaction of purchase or sale of the capital markets products, being a
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transaction that does not involve any change in the beneficial ownership of
the capital markets products;
(b) makes or causes to be made an offer to sell the capital markets products at a
specified price where the person has made or caused to be made or proposes
to make or to cause to be made, or knows that a person associated with the
person has made or caused to be made or proposes to make or to cause to be
made, an offer to purchase the same number, or substantially the same
number, of the capital markets products at a price that is substantially the
same as the first-mentioned price; or
(c) makes or causes to be made an offer to purchase the capital markets products
at a specified price where the person has made or caused to be made or
proposes to make or to cause to be made, or knows that a person associated
with the person has made or caused to be made or proposes to make or to
cause to be made, an offer to sell the same number, or substantially the same
number, of securities at a price that is substantially the same as the
first-mentioned price,
unless the person establishes that the purpose or purposes for which the person did the
act was not, or did not include, the purpose of creating a false or misleading appearance of
active trading in the capital markets products on the organised market.
Section 197(5) of the SFA provides that a purchase or sale of capital markets
products does not involve a change in the beneficial ownership if a person who had an
interest in the capital markets products before the purchase or sale, or a person associated
with the first-mentioned person in relation to those capital markets products, has an
interest in the capital markets products after the purchase or sale.
Section 197(6) of the SFA provides a defence in proceedings against a person in
relation to a purchase or sale of capital markets products that did not involve a change in
the beneficial ownership of those capital markets products. It is a defence if the person
establishes that the purpose or purposes for which the person purchased or sold the
capital markets products was not, or did not include, the purpose of creating a false or
misleading appearance with respect to the market for, or the price of, the capital markets
products.
Prohibition against Market Manipulation in relation to Securities and Securities-based
Derivatives Contracts
Section 198 of the SF A
Under Section 198(1) of the SFA, no person shall effect, take part in, be concerned in
or carry out, directly or indirectly, two or more transactions in securities, or
securities-based derivatives contracts, of a corporation, being transactions that have, or
are likely to have, the effect of raising, lowering, maintaining or stabilising the price of the
securities, or securities-based derivatives contracts (as the case may be) of the corporation
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on an organised market with intent to induce other persons to subscribe for, sell or
purchase them or the securities, or securities-based derivatives contracts (as the case may
be) of the corporation or of a related corporation.
Section 198(3) of the SFA provides that transactions in securities or securities-based
derivatives contracts of a corporation includes the making of:
(a) an offer to purchase or sell such securities or securities-based derivatives
contracts of the corporation, as the case may be; and
(b) an invitation, however expressed, that directly or indirectly invites a person
to offer to purchase or sell such securities or securities-based derivatives
contracts of the corporation, as the case may be.
Prohibition against the Manipulation of the Market Price of Capital Markets Products
by the Dissemination of False or Misleading Information and the Dissemination of
Information about Illegal Transactions
Sections 199 and 202 of the SF A
Section 199 of the SFA prohibits the making of false or misleading statements. Under
Section 199 of the SFA, a person must not make a statement, or disseminate information,
that is false or misleading in a material particular and is likely:
(a) to induce other persons to subscribe for securities or securities-based
derivatives contracts;
(b) to induce the sale or purchase of securities or securities-based derivatives
contracts by other persons; or
(c) to have the effect (whether significant or otherwise) of raising, lowering,
maintaining or stabilising the market price of securities or securities-based
derivatives contracts,
if, when the person makes the statement or disseminates the information, the person
either does not care whether the statement or information is true or false, or knows or
ought reasonably to have known that the statement or information is false or misleading
in a material particular.
Section 202 of the SFA prohibits the circulation or dissemination of information
about illegal transactions. Section 202 of the SFA prohibits the circulation or dissemination
(or authorising or being concerned in the circulation or dissemination) of any statement or
information to the effect that the price of any securities or securities-based derivatives
contract of a corporation will, or is likely, to rise or fall or be maintained by reason of any
transaction entered into or to be entered into or other act or thing done or to be done in
relation to securities or securities-based derivatives contracts of that corporation, or of a
corporation that is related to that corporation (as the case may be) which to the person’s
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knowledge, was entered into or done in contravention of Sections 197, 198, 199, 200 or 201
of the SFA or it entered into or done would be in contravention of Sections 197, 198, 199,
200 or 201 of the SFA.
This prohibition under Section 202 of the SFA applies where the person who is
circulating or disseminating the statements or information:
(a) is the person, or associated with the person, who has entered into or purports
to enter into any such transaction, or has done or purports to do any such act
or thing; or
(b) is the person, or associated with the person, who has received or expects to
receive (whether directly or indirectly) any consideration or benefit for
circulating or disseminating, or authorising or being concerned in the
circulation or dissemination of, the statement or information.
Prohibition against Fraudulently Inducing Persons to Deal in Capital Markets Products
Section 200 of the SF A
Section 200 of the SFA prohibits a person from inducing or attempting to induce
another person to deal in capital markets products by:
(a) making or publishing any statement, promise or forecast that the person
knows or ought reasonably to have known to be misleading, false or
deceptive;
(b) any dishonest concealment of material facts;
(c) the reckless making or publishing of any statement, promise or forecast that is
misleading, false or deceptive; or
(d) recording or storing in, or by means of, any mechanical, electronic or other
device information that the person knows to be false or misleading in a
material particular,
unless it is established that, at the time when the person so recorded or stored the
information, the person had no reasonable grounds for expecting that the information
would be available to any other person.
Prohibition against Employment of Manipulative and Deceptive Devices
Section 201 of the SF A
Section 201 of the SFA prohibits a person from, directly or indirectly, in connection
with the subscription, purchase or sale of any capital markets products:
(a) employing any device, scheme or artifice to defraud;
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(b) engaging in any act, practice or course of business which operates as a fraud
or deception, or is likely to operate as a fraud or deception, upon any person;
(c) making any statement the person knows to be false in a material particular; or
(d) omitting to state a material fact necessary in order to make the statements
made, in the light of the circumstances under which they were made, not
misleading.
Prohibition against Insider Trading
Sections 218 and 219 of the SF A
Pursuant to Sections 218 and 219 of the SFA, where:
(a) a person who is connected to a corporation (“ Connected Person”) (i)
possesses information that is not generally available but, if the information
were generally available, a reasonable person would expect it to have a
material effect on the price or value of securities, securities-based derivatives
contracts (“ Information”); and (ii) knows or ought reasonably to know that
the Information is not generally available, and if it were generally available, it
might have a material effect on the price or value of securities or
securities-based derivatives contracts of that corporation; or
(b) a person who is not a Connected Person referred to in Section 218 of the SFA
(“Insider”) (i) possesses Information; and (ii) knows that the Information is
generally available, and if it were generally available, it might have a material
effect on the price or value of those securities or securities-based derivatives
contracts,
the Connected Person or the Insider (as the case may be) is prohibited from:
(A) (whether as principal or agent) subscribing for, purchasing or selling, or
entering into an agreement to subscribe for, purchase or sell, or procuring
another person to subscribe for, purchase or sell, or to enter into an agreement
to subscribe for, purchase or sell, the securities or securities-based derivatives
contracts of that corporation; and
(B) directly or indirectly communicating the Information, or cause the
Information to be communicated to another person if the Connected Person or
Insider knows, or ought reasonably to know, that the other person would or
would be likely to subscribe for, purchase or sell, or to enter into an agreement
to subscribe for, purchase or sell, or procure another person to subscribe for,
purchase or sell, or to enter into an agreement to subscribe for, purchase or
sell, the securities or securities-based derivatives contracts of that
corporation.
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Such Connected Persons include officers and substantial shareholders of a
corporation or a related corporation, and persons who occupy a position reasonably
expected to give the person access to information by virtue of any professional or business
relationship between the person (or the person’s employer or a corporation of which the
person is an officer) and the corporation or a related corporation, or by being an officer of
a substantial shareholder in that corporation or in a related corporation.
In any proceedings against a person for a contravention of Sections 218 or 219 of the
SFA, Section 220 of the SFA makes it clear that it is not necessary for the prosecution or the
claimant to prove that the accused person or defendant intended to use the information
referred to in Sections 218(1)(a), 218(1A)(a) or 219(1)(a) of the SFA in contravention of
Sections 218 or 219 of the SFA, as the case may be.
Section 216 of the SF A
Section 216 of the SFA provides that a reasonable person would be taken to expect
information to have a material effect on the price or value of securities or securities-based
derivatives contracts if the information would, or would be likely to, influence (a) persons
who commonly invest in the securities or securities-based derivatives contracts, or (b) any
one or more classes of persons who constitute such persons mentioned in (a), in deciding
whether or not to subscribe for, buy or sell the first-mentioned securities or
securities-based derivatives contracts.
Penalties
Section 232 of the SF A
Sections 232(1) and 232(2) of the SFA provide that the Monetary Authority of
Singapore may, with the consent of the Public Prosecutor, bring an action in a court
against the offender to seek an order for a civil penalty in respect of any contravention of
the provisions in Part 12 of the SFA. If the court is satisfied on the balance of probabilities
that the person has contravened a provision in Part 12 of the SFA, the court may make an
order against the person for the payment of a civil penalty of a sum not exceeding the
greater of the following:
(a) three (3) times (i) the amount of the profit that the person gained; or (ii) the
amount of the loss that the person avoided, as a result of the contravention; or
(b) S$2 million.
Section 232(3) of the SFA provides that the civil penalty ordered by the court under
Section 232(2) of the SFA must not be less than S$100,000 in the case where the person is a
corporation, and S$50,000 in any other case.
Section 232(5) of the SFA provides that nothing in Section 232 of the SFA prevents
the Monetary Authority of Singapore from entering into an agreement with any person to
pay, with or without admission of liability, a civil penalty within the limits referred to in
Sections 232(2) and 232(3) of the SFA for a contravention of any provision in Part 12 of the
SFA.
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Section 204 of the SF A
Under Section 204(1) of the SFA, any person who contravenes Division 1 of Part 12
of the SFA is guilty of an offence and shall be liable on conviction to a fine not exceeding
S$250,000 or to imprisonment for a term not exceeding seven (7) years or to both.
Section 204(2) of the SFA further provides that no proceedings shall be instituted
against a person for an offence in respect of a contravention of any of the provisions under
Division 1 of Part 12 of the SFA after a court has made an order against the person for the
payment of a civil penalty under Section 232 of the SFA, or if the person has entered into
an agreement with the Monetary Authority of Singapore to pay, with or without
admission of liability, a civil penalty under Section 232(5) of the SFA in respect of that
contravention.
Section 221 of the SF A
Under Section 221(1) of the SFA, any person who contravenes Sections 218 or 219 of
the SFA is guilty of an offence and shall be liable on conviction to a fine not exceeding
S$250,000 or to imprisonment for a term not exceeding seven (7) years or to both.
Section 221(2) of the SFA further provides that no proceedings shall be instituted
against a person for an offence in respect of a contravention of Sections 218 or 219 of the
SFA after a court has made an order against the person for the payment of a civil penalty
under Section 232 of the SFA, or if the person has entered into an agreement with the
Monetary Authority of Singapore to pay, with or without admission of liability, a civil
penalty under Section 232(5) of the SFA in respect of that contravention.
Civil Liability
Section 234 of the SF A
Section 234 of the SFA provides that a person who has contravened any of the
provisions in Part 12 of the SFA (a “ Contravening Person ”) is, if the Contravening Person
had gained a profit or avoided a loss as a result of that contravention, whether or not the
Contravening Person had been convicted or had a civil penalty imposed on the
Contravening Person in respect of that contravention, liable to pay compensation to any
person who:
(a) had been dealing in capital markets products of the same description
contemporaneously with the contravention; and
(b) had suffered loss by reason of the difference between:
(i) the price at which the capital markets products were dealt in
contemporaneously with the contravention; and
(ii) the price at which the capital markets products would have been likely
to have been so dealt in at the time of the contemporaneous dealing if:
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(A) in the case where the Contravening Person had acted in
contravention of Sections 218 or 219 of the SFA, the Information
had been generally available; or
(B) in any other case, the contravention had not occurred.
Extra-territoriality of the SFA
Section 339 of the SF A
Section 339(1) of the SFA provides that where a person does an act partly in and
partly outside Singapore, which, if done wholly in Singapore, would constitute an offence
against any provision of the SFA, which would include the provisions relating to
prohibited conduct in relation to trading in the capital markets products of the company
and insider trading (as described above), that person shall be guilty of that offence as if
the act were carried out by that person wholly in Singapore, and may be dealt with as if
the offence were committed wholly in Singapore.
Section 339(2) of the SFA provides that where:
(a) a person does an act outside Singapore which has a substantial and reasonably
foreseeable effect in Singapore; and
(b) that act would, if carried out in Singapore, constitute an offence under the
provisions relating to prohibited conduct in relation to trading in the capital
markets products of the company and insider trading (as described above),
that person shall be guilty of an offence as if the act were carried out by that person in
Singapore, and may be dealt with as if the offence were committed in Singapore.
In addition, for the purposes of an action under Sections 232 or 234 of the SFA,
where a person:
(a) does an act partly in and partly outside Singapore which, if done wholly in
Singapore, would constitute a contravention of any provision of Part 12 of the
SFA; or
(b) does an act outside Singapore which has a substantial and reasonably
foreseeable effect in Singapore and that act, if carried out in Singapore, would
constitute a contravention of any provision of Part 12 of the SFA,
the act shall be treated as being carried out by that person in Singapore.
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Alteration of Constitution, Name Change and Conversion to Public Company
Section 26 of the Singapore Companies Act
Under Section 26(1) of the Singapore Companies Act, unless otherwise provided in
the Singapore Companies Act, the constitution of a company may be altered or added to
by special resolution.
This is subject to Section 26A of the Singapore Companies Act, which provides that
an entrenching provision in the constitution of a company may be removed or altered only
if all members of the company agree. An “entrenching provision” means a provision of the
constitution to the effect that other specified provisions in the constitution (a) may not be
altered in the manner provided by the Singapore Companies Act; or (b) may not be so
altered except (i) by a resolution passed by a specified majority greater than 75%; or (ii)
where other specified conditions are met.
Section 28 of the Singapore Companies Act
Under Section 28(1) of the Singapore Companies Act, a company may by special
resolution resolve that its name should be changed to a name that is permissible to be
registered under the Singapore Companies Act.
Section 31 of the Singapore Companies Act
Under Section 31(2) of the Singapore Companies Act, a private company may,
subject to its constitution, convert to a public company by lodging with the Singapore
Registrar of Companies:
(a) a copy of a special resolution determining to convert to a public company and
specifying an appropriate alteration to its name;
(b) a statement in lieu of prospectus; and
(c) a declaration in the prescribed form verifying that every director of the
company has paid to the company on each of the shares taken or contracted to
be taken by him or her, and for which he or she is liable to pay in cash, a
proportion equal to the proportion payable on application and allotment on
the shares payable in cash.
On compliance with the foregoing and on the issue of a notice of incorporation
altered accordingly, the company becomes a public company.
Section 31(4) of the Singapore Companies Act provides that a conversion of a
company does not affect the identity of the company or any rights or obligations of the
company or render defective any legal proceedings by or against the company, and any
legal proceedings that could have been continued or commenced by or against it prior to
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--- page 477 ---
the conversion may, despite any change in the company’s name or capacity in
consequence of the conversion, be continued or commenced by or against it after the
conversion.
Share Capital
Section 161 of the Singapore Companies Act
Under Section 161 of the Singapore Companies Act, despite anything in a company’s
constitution, the directors of a company must not, without the prior approval of the
company in general meeting, exercise any power of the company to issue shares.
Such approval may be confined to a particular exercise of that power or may apply
to the exercise of that power generally; and any such approval may be unconditional or
subject to conditions. Any approval, once given, continues in force until (a) the conclusion
of the next annual general meeting commencing next after the date on which the approval
was given; or (b) the expiration of the period within which the next annual general
meeting is required by law to be held, whichever is the earlier, provided that such
approval has not been previously revoked or varied by the company in a general meeting.
Section 64A of the Singapore Companies Act
Pursuant to Section 64A of the Singapore Companies Act, and subject to the
approval of the shareholders of a public company incorporated in Singapore by special
resolution, different classes of shares in the public company may be issued only if (a) the
issue of the class or classes of shares is provided for in the constitution of the public
company; and (b) the constitution of the public company sets out in respect of each class of
shares the rights attached to that class of shares. Such class or classes of shares may confer
special, limited or conditional voting rights, or not confer any voting rights.
Section 71 of the Singapore Companies Act
Under Section 71 of the Singapore Companies Act, a company, if so authorised by its
constitution, may in general meeting alter its share capital in any one of more of the
following ways: (a) consolidate and divide all or any of its share capital; (b) convert all or
any of its paid-up shares into stock and reconvert that stock into paid-up shares; (c)
subdivide its shares or any of them, so however that in the subdivision the proportion
between the amount paid and the amount, if any, unpaid on each reduced share is the
same as it was in the case of the share from which the reduced share is derived; and (d)
cancel the number of shares which at the date of the passing of the resolution in that behalf
have not been taken or agreed to be taken by any person or which have been forfeited and
diminish the amount of its share capital by the number of the shares so cancelled.
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--- page 478 ---
Financial Assistance to Purchase Shares of a Company or its Holding Company
Generally, pursuant to Section 76 of the Singapore Companies Act, a public
company or a company whose holding company or ultimate holding company is a public
company is prohibited from giving financial assistance, whether directly or indirectly, for
the purpose of, or in connection with, the acquisition or proposed acquisition by any
person of shares in the company or its holding company or ultimate holding company (as
the case may be) of the company.
Financial assistance includes the making of a loan, the giving of a guarantee, the
provision of security or the release of a debt or obligation or otherwise. Certain
transactions are specifically provided by the Singapore Companies Act not to be
prohibited, including but not limited to: (a) the distribution of a company’s assets by way
of dividends; (b) a distribution in the course of a company’s winding up; (c) the payment
by a company pursuant to a reduction of capital in accordance with the Singapore
Companies Act; (d) the giving by a company in good faith and in the ordinary course of
commercial dealing of any representation, warranty or indemnity in relation to an offer to
the public of, or an invitation to the public to subscribe for or purchase shares or units of
shares in the company; (e) the entering into by the company, in good faith and in the
ordinary course of commercial dealing, of an agreement with a subscriber for shares in the
company permitting the subscriber to make payments for the shares by instalments; (f) an
allotment of bonus shares; (g) a redemption of redeemable shares of a company in
accordance with the company’s constitution; or (h) the payment of some or all of the costs
by a company listed on an approved exchange in Singapore or any securities exchange
outside Singapore associated with a scheme, an arrangement or a plan under which any
shareholder of the company may purchase or sell shares for the sole purpose of rounding
off any odd-lots which the shareholder owns.
The Singapore Companies Act further provides that a company can give financial
assistance in certain circumstances, including but not limited to: (a) where the amount of
financial assistance does not exceed 10.0% of the aggregate of the total paid-up capital and
reserves of the company as disclosed in the most recent financial statements of the
company and the company receives fair value in connection with the financial assistance;
(b) where the giving of financial assistance does not materially prejudice the interests of
the company or its shareholders or, the company’s ability to pay its creditors; or (c) where
the financial assistance is approved unanimously by the shareholders of the company,
provided that, in each case, certain conditions and procedures under the Singapore
Companies Act are also complied with.
Where the company is a subsidiary of a listed corporation or a subsidiary whose
ultimate holding company is incorporated in Singapore, the listed corporation or the
ultimate holding company (as the case may be) is also required to pass a special resolution
to approve the giving of the financial assistance.
Purchase of Shares by a Company
The Singapore Companies Act generally prohibits a company from acquiring its
own shares, subject to certain exceptions. Any contract or transaction by which a company
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--- page 479 ---
acquires its own shares is void, subject to the exceptions below. Provided that it is
expressly permitted to do so by its constitution and subject to the special conditions of
each permitted acquisition contained in the Singapore Companies Act, a company may:
(a) redeem redeemable preference shares. Preference shares may be redeemed out
of capital if all the directors make a solvency statement in relation to such
redemption in accordance with the Singapore Companies Act;
(b) make an off-market purchase of its own shares in accordance with an equal
access scheme authorised in advance at a general meeting;
(c) make a selective off-market purchase of its own shares in accordance with an
agreement authorised in advance at a general meeting by a special resolution
where persons whose shares are to be acquired and their associated persons
abstain from voting on such resolution;
(d) make an acquisition of its own shares under a contingent purchase contract
which has been authorised in advance at a general meeting by a special
resolution; and
(e) make a market purchase of its own shares which has been authorised in
advance at a general meeting.
A company may also purchase its own shares by an order of a Singapore court.
During the period (a) commencing from the date of the resolution passed pursuant
to the relevant share purchase provisions under the Singapore Companies Act; and (b)
expiring on the date the next annual general meeting of the company is or is required by
law to be held, whichever is the earlier (the “ relevant period ”), the total number of
ordinary shares that may be purchased by a company in such relevant period may not
exceed 20.0% of the total number of ordinary shares in that class as of the date of the
resolution passed pursuant to the relevant share purchase provisions under the Singapore
Companies Act. Where, however, the company has, at any time during the relevant
period, reduced its share capital by a special resolution of the general meeting or a
Singapore court made an order to such effect, the total number of ordinary shares shall be
taken to be the total number of ordinary shares in that class as altered by the special
resolution or the order of the court, as the case may be.
A payment by the company in consideration of a purchase of its own shares may be
made out of the company’s profits or capital, provided that the company is solvent.
Where ordinary shares are re-purchased, such shares may be held as treasury shares
or cancelled immediately on purchase or acquisition, as provided in the Singapore
Companies Act. Treasury shares may be dealt with in such manner as may be permitted
under the Singapore Companies Act. On the cancellation of the shares, the rights and
privileges attached to those shares will expire.
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Treasury Shares
Section 76J of the Singapore Companies Act
Pursuant to Section 76J(3) of the Singapore Companies Act, a company is to be
treated as having no right to vote in respect of any treasury shares it may hold, and the
treasury shares shall be treated as having no voting rights.
A company must not exercise any right in respect of the treasury shares (including
any right to attend or vote at meetings) and any purported exercise of such a right is void.
Pursuant to Section 76J(4) of the Singapore Companies Act, no dividend may be
paid, and no other distribution (whether in cash or otherwise) of the company’s assets
(including any distribution of assets to members on a winding up) may be made, to the
company in respect of the treasury shares.
Nothing in the above sections of the Singapore Companies Act shall be taken as
preventing:
(a) an allotment of shares as fully paid bonus shares in respect of the treasury
shares; or
(b) the subdivision or consolidation of any treasury share into treasury shares of a
greater or smaller number, if the total value of the treasury shares after the
subdivision or consolidation is the same as the total value of the treasury
share before the subdivision or consolidation, as the case may be.
Takeovers
Offences and Obligations relating to Takeovers
Section 140 of the SF A
Section 140 of the SFA provides that a person must not give notice or publicly
announce that the person intends to make a takeover offer if the person has:
(a) no intention to make a takeover offer; or
(b) no reasonable or probable grounds for believing that the person will be able to
perform the person’s obligations if the takeover offer is accepted or approved,
as the case may be.
A person who contravenes Section 140 of the SFA is guilty of an offence and shall be
liable on conviction to a fine not exceeding S$250,000 or to imprisonment for a term not
exceeding seven (7) years or to both.
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Obligations under the Singapore Takeover Code
The Singapore Takeover Code regulates the acquisition of ordinary shares of public
companies and contains certain provisions that may delay, deter or prevent a future
takeover or change in control of the Company. Pursuant to Section 139 of the SFA, the
Singapore Takeover Code applies to a takeover offer and to matters connected therewith,
and all parties concerned in a takeover offer or a matter connected therewith must comply
with its provisions. The Singapore Takeover Code is administered by the Securities
Industry Council of Singapore, an advisory body which is given statutory recognition
under Section 138 of the SFA.
Under the Singapore Takeover Code, where effective control of a company is
acquired or consolidated by a person, or persons acting in concert, a general offer to all
other shareholders is normally required. An offeror must treat all shareholders of the same
class in an offeree company equally. A fundamental requirement is that shareholders in
the company subject to the takeover offer must be given sufficient information, advice and
time to consider and decide on the offer.
Except with the consent of the Securities Industry Council of Singapore, where:
(a) any person acquires, whether by a series of transactions over a period of time
or not, shares which (taken together with shares held or acquired by persons
acting in concert with him) carry 30.0% or more of the voting rights of a
company; or
(b) any person who, together with persons acting in concert with him, holds not
less than 30.0% but not more than 50.0% of the voting rights and such person,
or any person acting in concert with him, acquires in any period of six (6)
months additional shares carrying more than 1.0% of the voting rights of a
company,
such person shall extend immediately a takeover offer (a “ mandatory offer”) for the
remaining shares of the holders of any class of shares in the capital which carries votes and
in which such person or persons acting in concert with him hold shares, in accordance
with the provisions of the Singapore Takeover Code. In addition to such person, each of
the principal members of the group of persons acting in concert with him may, according
to the circumstances of the case, also have the obligation to extend an offer.
“Personsactinginconcert” 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. Without prejudice to the general application of this definition,
the following individuals and companies are presumed to be acting in concert with each
other (unless the contrary is established):
(a) a company and its related companies, the associated companies of any of the
company and its related companies, companies whose associated companies
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include any of these companies and any person who has provided financial
assistance (other than a bank in the ordinary course of business) to any of the
foregoing for the purchase of voting rights;
(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 and his close relatives, related trusts, any person who is
accustomed to act in accordance with his instructions and companies
controlled by the individual, his close relatives, his related trusts or any
person who is accustomed to act in accordance with his instructions and any
person who has provided financial assistance (other than a bank in the
ordinary course of business) to any of the foregoing for the purchase of voting
rights.
In the event that one of the abovementioned trigger points is reached, the person
acquiring an interest (the “ Offeror”) must make a public announcement of its firm
intention to make an offer (the “ OfferAnnouncement ”) stating, inter alia, the terms of the
offer and the identity of the Offeror. The Offeror must post an offer document (the “ Offer
Document”) not earlier than 14 days and not later than 21 days from the date of the Offer
Announcement. An offer must be kept open for at least 28 days after the date on which the
Offer Document was posted.
If a revised offer is proposed, the Offeror is required to give a written notice to the
offeree company and its shareholders, stating the modifications made to the matters set
out in the Offer Document. The revised offer must be kept open for at least 14 days from
the date of posting of the written notification of the revision to shareholders. Where the
consideration is varied, shareholders who agree to sell before the variation are also
entitled to receive the increased consideration.
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A mandatory offer must be in cash or be accompanied by a cash alternative at not
less than the highest price paid by the Offeror or parties acting in concert with the Offeror
within the six (6) months prior to commencements of the mandatory offer obligation.
Consequence of non-compliance with the requirements under the Singapore Takeover Code
The Singapore Takeover Code is non-statutory in that it does not have the force of
law. Therefore, as provided in Section 139(8) of the SFA, a failure of any party concerned in
a takeover offer or a matter connected therewith to observe any of the provisions of the
Singapore Takeover Code shall not of itself render that party liable to criminal
proceedings. However, the failure of any party to observe any of the provisions of the
Singapore Takeover Code may, in any civil or criminal proceedings, be relied upon by any
party to the proceedings as tending to establish or to negate any liability which is in
question in the proceedings.
Notwithstanding the foregoing, Section 139(9) of the SFA provides that nothing in
Section 139(8) of the SFA is to be construed as preventing the Securities Industry Council
of Singapore from invoking such sanctions (including public censure) as it may decide in
relation to breaches of the Singapore Takeover Code by any party concerned in a takeover
offer or a matter connected therewith.
Sections 139(10) and 139(11) of the SFA further provides that where the Securities
Industry Council of Singapore has reason to believe that any party concerned in a
takeover offer or a matter connected therewith, or any person advising on a takeover offer
or a matter connected therewith, is in breach of the provisions of the Singapore Takeover
Code or is otherwise believed to have committed acts of misconduct in relation to such
takeover offer or matter, the Securities Industry Council of Singapore has power to
enquire into the suspected breach or misconduct and may, for this purpose, summon any
person to give evidence on oath or affirmation or produce any document or material
necessary for the purpose of the enquiry.
Compulsory Acquisition
Section 215 of the Singapore Companies Act
Under Section 215(1) of the Singapore Companies Act, where a scheme or contract
(“Offer”) involving the transfer of all of the shares in any particular class in a company
(“Offeree Company ”) to the Offeror has, within four (4) months after the making of the
Offer by the Offeror, been approved by the holders of not less than 90.0% of the total
number of those shares (excluding treasury shares) or of the shares of that class (other
than the shares already held at the date of the Offer by the Offeror (which shall include its
nominees and related corporations)), the Offeror may at any time within two (2) months
after the approval of the Offer give notice to any dissenting shareholder of the Offeree
Company (each, a “ Dissenting Shareholder ”) that it desires to acquire the Dissenting
Shareholder’s shares.
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When such a notice is given, the Offeror shall, unless a Singapore court otherwise
orders on an application made by the Dissenting Shareholder within the stipulated time
period, be entitled and bound to acquire those shares on the terms of the original Offer
(unless otherwise specified in the Offer as being applicable to Dissenting Shareholders).
Under Section 215(3) of the Singapore Companies Act, where pursuant to an Offer,
shares in the company are transferred to the Offeror or its nominee and those shares
together with any other shares held by the Offeror (which shall include its nominees and
related corporations) as at the date of transfer comprise or include 90.0% of the total
number of shares or any class of shares in the Offeree Company, the Offeror must, within
one (1) month from the date of the transfer (unless on a previous transfer pursuant to the
Offeror it has already complied with this requirement), give notice to the holders of the
remaining shares or of the remaining shares of that class who have not assented to the
Offer, who may, within three (3) months from the giving of the notice to such holders,
require the Offeror to acquire their shares. When such a notice is given, the Offeror is
entitled and bound to acquire those shares on the terms of the original Offer, or on such
other terms as are agreed or as the court on application of either the Offeror or the
shareholder thinks fit to order.
Dividends and Distributions
Section 403 of the Singapore Companies Act provides that no dividends may be paid
to shareholders of a company except out of the company’s profits. Section 76J(4) of the
Singapore Companies Act also provides that no dividend may be paid, and no other
distribution (whether in cash or otherwise) of a company’s assets (including any
distribution of assets to members on a winding up) may be made to the company in
respect of shares held by a company as treasury shares.
Minority Rights
Section 216 of the Singapore Companies Act
The rights of minority shareholders of Singapore-incorporated companies are
protected under Section 216 of the Singapore Companies Act, which gives the Singapore
courts a general power to make any order, upon application by any shareholder of the
company, as they think fit to remedy any of the following situations:
(a) the affairs of the company are being conducted or the powers of the directors
are being exercised in a manner oppressive to, or in disregard of the interests
of, one or more of the shareholders; or
(b) that some act of the company has been done or is threatened, or some
resolution of the shareholders or any class of them has been passed or is
proposed, which unfairly discriminates against, or is otherwise prejudicial to,
one or more of the shareholders, including the applicant.
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Singapore courts have wide discretion as to the reliefs they may grant and may
make such order as the court thinks fit with the view to bringing an end or remedying the
matters complained of. Without limiting the foregoing, Singapore courts may:
(a) direct or prohibit any act or cancel or vary any transaction or resolution;
(b) regulate the conduct of the affairs of the company in the future;
(c) authorise civil proceedings to be brought in the name of, or on behalf of, the
company by a person or persons and on such terms as the court may direct;
(d) provide for the purchase of the shares of the company by other members of the
company or by the company itself;
(e) in the case of a purchase of shares by the company provide for a reduction
accordingly of the company’s capital;
(f) order the amendment of the company’s constitution; or
(g) provide that the company be wound up.
Disposal of Assets
Under Section 160 of the Singapore Companies Act, despite anything in a company’s
constitution, prior approval of the company at a general meeting is required before the
directors can carry into effect any proposals for disposing of the whole or substantially the
whole of the company’s undertaking or property.
Accounting and Auditing Requirements
Section 199 of the Singapore Companies Act provides that every company must
keep accounting and other records that will sufficiently explain the transactions and
financial position of the company and enable true and fair financial statements and any
documents required to be attached thereto to be prepared, and must cause those records to
be kept in such manner as to enable them to be conveniently and properly audited.
Exchange Controls
As at the date of this document, no exchange control restrictions are in effect in
Singapore.
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Members’ Requisition to Convene Extraordinary General Meetings
Section 176 of the Singapore Companies Act
Section 176 of the Singapore Companies Act provides that despite anything in the
constitution, the directors of a company must, on the requisition of members holding at
the date of the deposit of the requisition not less than 10.0% of the total number of paid-up
shares as at the date of the deposit carries the right of voting at general meetings or, in the
case of a company not having a share capital, of members representing not less than 10.0%
of the total voting rights of all members having at that date a right to vote at general
meetings, immediately proceed duly to convene an extraordinary general meeting of the
company to be held as soon as practicable but in any case not later than two (2) months
after the receipt by the company of the requisition.
For the purpose of Section 176 of the Singapore Companies Act, any of the
company’s paid-up shares held as treasury shares are to be disregarded.
Section 183 of the Singapore Companies Act
Section 183 of the Singapore Companies Act provides that (a) any number of
members representing not less than 5.0% of the total voting rights of all the members
having at the date of requisition a right to vote at a meeting to which the requisition
relates; or (b) not less than 100 members holding shares on which there has been paid up
an average sum, per member, of not less than S$500, may requisition the company to:
(a) give to members of the company entitled to receive notice of the next annual
general meeting notice of any resolution which may properly be moved and is
intended to be moved at that meeting or for which agreement is sought; and
(b) circulate to members entitled to have notice of any general meeting any
statement of not more than 1,000 words with respect to the matter referred to
in any proposed resolution or the business to be dealt with at that meeting.
Loans to Directors
Section 162 of the Singapore Companies Act provides that subject to specified
exceptions, a company, other than an exempt private company, is prohibited from making
a restricted transaction. Restricted transactions include (a) making a loan or quasi-loan to
a director of the company or a related company (“ relevant director ”) or to the spouse or
natural, step or adopted child of any relevant director; (b) entering into any guarantee or
providing any security in connection with a loan or quasi-loan made to a relevant director
by any other person; (c) entering into a credit transaction as creditor for the benefit of a
relevant director; (d) entering into any guarantee or providing any security in connection
with a credit transaction entered into by any person for the benefit of a relevant director;
(e) taking part in an arrangement under which another person enters into a transaction
that, if it had been entered into by the company, would have been a restricted transaction,
and that person, in pursuance of the arrangement, obtains a benefit from the company or
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a related company; or (f) arranging the assignment to the company, or assumption by the
company, of any rights, obligations or liabilities under a transaction that, if entered into by
the company, would have been a restricted transaction.
For these purposes, a related company of a company means its holding company, its
subsidiary and a subsidiary of its holding company.
Section 163 of the Singapore Companies Act provides that subject to specified
exceptions, a company (the “ first-mentioned company ”), other than an exempt private
company, is also prohibited from (a) making loans or quasi-loan to connected persons; (b)
entering into any guarantee or providing any security in connection with a loan or
quasi-loan made to connected persons by a third party; (c) entering into a credit
transaction for the benefit of connected persons; or (d) entering into any guarantee or
providing any security in connection with a credit transaction entered into by any person
for the benefit of connected persons, unless there is prior approval by the first-mentioned
company in general meeting for the making of, provision for or entering into the loan,
quasi-loan, credit transaction, guarantee or security (as the case may be) at which the
interested director or directors, and his, her or their family members, abstained from
voting. A “connected person” of the first-mentioned company is a company, limited
liability partnership or variable capital company in which the director(s) of the
first-mentioned company, individually or collectively, have an interest in 20.0% or more
(as determined in accordance with the Singapore Companies Act) of the total voting
power of the other company, limited liability partnership or the variable capital company,
as the case may be.
The prohibition under Section 163 of the Singapore Companies Act does not apply
to:
(a) anything done by a company where the other company or variable capital
company is its subsidiary, holding company or a subsidiary of its holding
company; or
(b) a company whose ordinary business includes the lending of money or the
giving of guarantees in connection with loans made by other persons, to
anything done by the company in the ordinary course of that business if the
activities of that company are regulated by any written law relating to
banking, finance companies or insurance or are subject to supervision by the
Monetary Authority of Singapore.
Register of Members
Pursuant to Sections 190 and 191 of the Singapore Companies Act, a public company
must keep a register of members at its registered office (the “ Principal Register”). In
addition, Section 196 of the Singapore Companies Act provides that a public company
having a share capital may keep a branch register of members (the “ Branch Register”) in
any place outside Singapore.
Such Branch Register is deemed to be part of the company’s Principal Register and a
duplicate of the Branch Register will be kept at the same office as the Principal Register.
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Inspection of Corporate Records
Pursuant to Section 192(2) of the Singapore Companies Act, the register of members
of a public company incorporated in Singapore shall be open to the inspection of any
member without charge.
Register of Directors, Chief Executive Officers, Secretaries and Auditors
Pursuant to Section 173 of the Singapore Companies Act, the register of a company’s
directors, chief executive officers, secretaries and auditors, if any, must be kept by the
Registrar of Companies under the Singapore Companies Act.
Winding Up and Dissolution
The winding up of a company may be done in the following ways:
(a) members’ voluntary winding up;
(b) creditors’ voluntary winding up;
(c) court compulsory winding up; and
(d) an order made pursuant to Section 216 of the Singapore Companies Act for the
winding up of the company.
The type of winding up depends, inter alia, on whether the company is solvent or
insolvent. A company may be dissolved:
(a) through the process of liquidation pursuant to the winding up of the
company;
(b) in a merger or amalgamation of two (2) companies where the court may order
the dissolution of one after its assets and liabilities have been transferred to
the other; or
(c) when it is struck off the register by the Registrar of Companies on the ground
that it is a defunct company.
Mergers and Similar Arrangements
Section 212 of the Singapore Companies Act provides that the Singapore courts have
the authority, in connection with a scheme for the reconstruction of any company or
companies or the amalgamation of any two (2) or more companies, and that under the
scheme the whole or any part of the undertaking or the property of any company
concerned in the scheme (the “ transferor company”) is to be transferred to another
company (the “transferee company”), to order the transfer to the transferee company of
the whole or any part of the undertaking and of the property or liabilities of the transferor
company.
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Sections 215A to 215J of the Singapore Companies Act further provide for a
voluntary amalgamation process without the need for a court order. Under this voluntary
amalgamation process, two (2) or more companies may amalgamate and continue as one
(1) company, which may be one (1) of the amalgamating companies or a new company, in
accordance with the procedures set out in the Singapore Companies Act. As part of these
procedures, the board of directors of each of the amalgamating company must make a
solvency statement in relation to both the amalgamating company and the amalgamated
company.
Indemnification
Subject to specified exceptions, Section 172 of the Singapore Companies Act
prohibits a company from indemnifying its officers (including directors acting in an
executive capacity) against liability, which by law would otherwise attach to them in
connection with any negligence, default, breach of duty or breach of trust in relation to
that company. A company is not prohibited from (a) purchasing and maintaining for its
officers insurance against any such liability; and (b) indemnifying its officers against third
party liability, except in circumstances where such liability is for any criminal or
regulatory fines or penalties, or where such liability is incurred in respect of (i) the officer
defending criminal proceedings in which he or she is convicted; (ii) the officer defending
civil proceedings brought by the company or a related company in which judgment is
given against him or her; or (iii) in connection with any application under Section 76A(13)
or Section 391 of the Singapore Companies Act in which the court refuses to grant the
officer relief.
Application of the Singapore Takeover Code and the Hong Kong Takeovers Code
Upon the Listing, as a company incorporated in Singapore with a listing on the
Stock Exchange, both the Singapore Takeover Code and the Hong Kong Takeovers Code
will apply to the Company. There are certain differences between the Singapore Takeover
Code and the Hong Kong Takeovers Code. Shareholders and potential investors in the
Company should be aware that any person contemplating an offer for the Shares will need
to comply with the requirements relating to offers under both the Singapore Takeover
Code and the Hong Kong Takeovers Code. Unless the Securities Industry Council of
Singapore disapplies the relevant provisions of the Singapore Takeover Code or the SFC
grants a waiver from strict compliance with the relevant provisions of the Hong Kong
Takeovers Code, Shareholders and potential investors of the Company will need to
comply with the stricter of the requirements under both codes.
Important Notice to Shareholders and Potential Investors
Shareholders and potential investors in the Company should be aware that any
person contemplating an offer for the shares of the Company will need to comply with the
requirements relating to offers under both the Singapore Takeover Code and the Hong
Kong Takeovers Code. There are certain differences between the provisions of both codes
and the Company, shareholders and potential investors in the Company would need to
comply with the stricter of the requirements under both codes, unless a waiver is granted
by the Securities Industry Council of Singapore and/or the Executive (as the case may be).
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In this regard, any potential offeror must not acquire any shares or voting rights in
the Company which would give rise to a requirement to make a mandatory general offer
under the Singapore Takeover Code and/or the Hong Kong Takeovers Code unless it is
satisfied that the making or implementation of such an offer would comply with the
provisions of both the Singapore Takeover Code and the Hong Kong Takeovers Code.
Failure to do so would result in a breach of the Singapore Takeover Code and/or the Hong
Kong Takeovers Code unless dispensation(s) under the Singapore Takeover Code and/or
the Hong Kong Takeovers Code is granted by the Securities Industry Council of Singapore
or the Executive (as the case may be), which will be granted only in exceptional
circumstances. There is no assurance that the Securities Industry Council of Singapore
and/or the Executive will grant such dispensation(s). In case of any doubt, the Securities
Industry Council of Singapore and the Executive should be consulted at the earliest
opportunity and in any event before a mandatory general offer is triggered for the
Company.
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A. FURTHER INFORMATION ABOUT THE COMPANY
1. Incorporation
The Company was incorporated in the Singapore under the Companies Act as
a private company limited by shares on February 27, 2024. Our registered office
address is at 6 Battery Road, No. 03-01, Singapore 049909. The Company was
converted into a public company on June 13, 2025 and changed its name from IFBH
Pte. Ltd. to IFBH Limited on the same date. As the Company was incorporated in
Singapore, our operations are subject to the laws and regulations of Singapore and
the Constitution. A summary of the Constitution and the relevant aspects of
Singapore laws is set out in “Appendix III — Summary of the Constitution of the
Company and Singapore Company Law.”
The Company has established a place of business in Hong Kong at Room 1916,
19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. The Company
was registered as a non-Hong Kong company in Hong Kong under Part 16 of the
Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Companies
(Non-Hong Kong Companies) Regulation (Chapter 622J of the Laws of Hong Kong)
on May 16, 2025, with Ms. Nga Sim Wong of Room 1916, 19/F, Lee Garden One, 33
Hysan Avenue, Causeway Bay, Hong Kong appointed as the Hong Kong authorized
representative of the Company for acceptance of the service of process and any
notices required to be served on the Company in Hong Kong.
As of the Latest Practicable Date, the Company’s head offices are located at 6
Battery Road, No. 03-01, Singapore 049909.
2. Changes in the Share Capital of the Company
At the time of incorporation, the Company had an issued and paid-up share
capital of S$1.00 comprising one Share. Mr. Pongsakorn Pongsak was the sole
shareholder of the Company at the time of its establishment.
On March 27, 2024, the Company issued and allotted 999,999 Shares to
General Beverage, Mr. Pongsakorn Pongsak, Ms. Piyamas Lertvorapreecha, Ms.
Vipada Kanchanasorn, Ms. Metaphon Pornanektana and the PP Transferees as
consideration for the share swap agreement entered into between the Company and
the then-shareholder of IFB Singapore.
On April 1, 2024, the Company issued and allotted 125,000 Shares to Aquaviva
Co., Ltd., which were then transferred to its three shareholders, i.e., FAF2 VCC,
Oasis Partners and 10BIF.
On June 17, 2025, pursuant to the Share Split, each Share in the capital of the
Company was sub-divided into 200 Shares. Upon completion of the Share Split, the
total number of issued Shares of the Company increased from 1,125,000 Shares to
225,000,000 Shares.
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For further details, see “History, Reorganisation and Corporate Structure.”
Save as disclosed above, there has been no alteration in the share capital of the
Company within two years immediately preceding the date of this prospectus up to
the Latest Practicable Date.
3. Written resolutions of our Shareholders passed on June 3, 2025
On June 3, 2025, resolutions of the Company were passed by the requisite
majority of the then Shareholders with the approval of the Series B2 Investors for the
Special Resolution on the Conversion pursuant to which, among other things, the
conversion of the Company into a public company limited by shares and in
connection therewith, the change of name of the Company to “IFBH Limited” was
approved.
4. Written resolutions of our Shareholders passed on June 17, 2025
On June 17, 2025, resolutions of the Company were passed by the requisite
majority of the then Shareholders with the approval of the Series B2 Investors for the
Special Resolution on the Constitution pursuant to which, among other things:
(a) the Constitution was approved and conditionally adopted in
substitution for and to the exclusion of the then existing constitution of
the Company with effect from the date of the Listing;
(b) in connection with Global Offering and the Listing, the Share Split was
approved;
(c) conditional upon the satisfaction (or, if applicable, waiver) of the
conditions set out in the section headed “Structure of the Global
Offering — Conditions of the Global Offering”:
(i) the Global Offering and the Over-allotment Option were
approved and the Directors were authorised to allot and issue the
Offer Shares; and
(ii) the Listing was approved and the Directors were authorised to
implement the Listing;
(d) conditional upon the satisfaction (or, if applicable, waiver) of the
conditions set out in the section headed “Structure of the Global
Offering — Conditions of the Global Offering”:
(i) pursuant to Section 161 of the Singapore Companies Act and
subject to the “lock-up” provisions under Rule 10.08 of the Listing
Rules, a general unconditional mandate was granted to the
Directors to allot, issue and deal with the Shares or securities
convertible into Shares or options, warrants or similar rights to
subscribe for the Shares or such convertible securities and to make
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or grant offers, agreements or options which would or might
require the exercise of such powers, whether during or after the
end of the Applicable Period (as defined below), provided that the
aggregate number of Shares allotted or agreed to be allotted by
the Directors other than pursuant to a (i) rights issue, (ii) any scrip
dividend scheme or similar arrangement providing for the
allotment of the Shares in lieu of the whole or part of a dividend
on the Shares or (iii) a specific authority granted by the
shareholders of the Company in general meeting, shall not exceed
the aggregate of:
(A) 20% of the total number of Shares in issue immediately
following the completion of the Global Offering (excluding
any treasure shares); and
(B) the aggregate number of Shares repurchased by the
Company (if any) under the Share Repurchase Mandate
referred to in paragraph (ii) below,
((A) and (B) collectively, the “ Share Issue Mandate Limit ”), such
mandate to remain in effect during the period from the passing of
the resolution 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 (the “ Applicable Period ”), and the
Directors be and are hereby authorised to exercise the powers of
the Company referred to above, in respect of the Shares referred to
in paragraph (B) above (the “Share Issue Mandate ”);
(ii) a general unconditional mandate was granted to the Directors to
exercise all the powers of the Company to repurchase the Shares
on the Stock Exchange, or on any other stock exchange on which
the Shares may be listed (and which is recognised by the
Securities and Futures Commission of Hong Kong and the Stock
Exchange for this purpose) not exceeding in aggregate 10% of the
total number of Shares in each class in issue as at the date of the
passing of this resolution, and at such price or prices as may be
determined by the Directors, provided the purchase price shall
not be 5% or more than the average closing market price for the
five preceding trading days on which the Shares were traded on
the Stock Exchange, and otherwise in accordance with Section 76E
of the Singapore Companies Act and all applicable laws and the
requirements of the Listing Rules, such mandate to remain in
effect during the Applicable Period (the “ Share Repurchase
Mandate”); and
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(iii) the general Share Issue Mandate Limit mentioned above be
extended by the addition to the aggregate number of the 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 an amount representing the
aggregate number of the Shares repurchased by the Company
pursuant to the Share Repurchase Mandate to referred to above.
(e) the 2025 Share Incentive Scheme was approved.
5. Changes in the Share Capital of our Subsidiaries
The information about our subsidiaries is set out in the Accountants’ Report in
Appendix I to this prospectus.
The following changes in the share capital of our subsidiary took place within
two years immediately preceding the date of this prospectus:
IFB Thailand
On December 28, 2023, the share capital of IFB Thailand increased from
THB1,000,000 to THB1,000,100 due to issuance of one preference share to IFB
Singapore.
On March 7, 2024, the share capital of IFB Thailand reduced from
THB1,000,100 to THB1,000,000 due to amendment in preferential right
attached to the preference share.
On March 8, 2024, the share capital of IFB Thailand increased from
THB1,000,000 to THB1,000,100 due to issuance of one preference share
reflecting the amended preferential rights.
Save as disclosed above, there has been no alteration in the share capital
of the subsidiaries of the Company within two years immediately preceding
the date of this prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 4–


--- page 495 ---
6. Repurchases of Our Own Securities
This section sets out information required by the Stock Exchange to be
included in this document concerning the repurchase by our Company of our own
securities.
(a) Provisions of the Listing Rules
The Listing Rules permit companies with a primary listing on the Stock
Exchange to repurchase their own securities on the Stock Exchange subject to
certain restrictions, the more important of which are summarized below:
(i) Shareholders’ Approval
All proposed repurchases of securities (which must be fully paid
up in the case of shares) by a company with a primary listing on the
Stock Exchange must be approved in advance by an ordinary resolution
of the shareholders in general meeting, either by way of general
mandate or by specific approval of a particular transaction.
(ii) Source of Funds
Repurchases of shares by a listed company must be funded out of
funds legally available for the purpose in accordance with the
constitutive documents of the listed company, the Listing Rules and the
applicable laws and regulations of the listed company’s jurisdiction of
incorporation. A listed company may not repurchase its own shares on
the Stock Exchange for a consideration other than cash or for settlement
otherwise than in accordance with the trading rules of the Stock
Exchange.
Subject to the foregoing, under the Singapore Companies Act any
repurchases by the Company may be made out of the Company’s
profits, out of the Company’s share premium account, out of the
proceeds of a new issue of Shares made for the purpose of the
repurchase or, if authorised by the Constitution and subject to the
Singapore Companies Act, out of capital. Any amount of premium
payable on the purchase over the par value of the Shares to be
repurchased must be out of profits or from sums standing to the credit
of the Company’s share premium account or, if authorised by the
Constitution, and subject to the Singapore Companies Act, out of
capital.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 5–


--- page 496 ---
(iii) T rading Restrictions
The total number of shares which a listed company may
repurchase on the Stock Exchange is the number of shares representing
up to a maximum of 10% of the aggregate number of shares in issue. A
company may not issue or announce a proposed issue of new shares for
a period of 30 days immediately following a repurchase (other than an
issue of securities pursuant to an exercise of warrants, share options or
similar instruments requiring the company to issue securities which
were outstanding prior to such repurchase) without the prior approval
of the Stock Exchange. In addition, a listed company is prohibited from
repurchasing its shares on the Stock Exchange if the purchase price is
5% or more than the average closing market price for the five preceding
trading days on which its shares were traded on the Stock Exchange.
The Listing Rules also prohibit a listed company from repurchasing its
shares if that repurchase would result in the number of listed shares
which are in the hands of the public falling below the relevant
prescribed minimum percentage as required by the Stock Exchange. A
company is required to procure that the broker appointed by it to effect
a repurchase of shares discloses to the Stock Exchange such information
with respect to the repurchase as the Stock Exchange may require.
(iv) Status of Repurchased Shares
The Company will either (i) cancel the Shares repurchased and
reduce the share capital in issue in accordance with the applicable laws
and regulations and/or (ii) hold such Shares in treasury, subject to
market conditions and the Company’s capital management needs at the
relevant time any repurchases of Shares are made.
To the extent that any treasury shares are deposited with CCASS
pending resale on the Stock Exchange, the Company will adopt
appropriate measures to ensure that it does not exercise any
Shareholders’ rights or receive any entitlements which would otherwise
be suspended under the applicable laws if those Shares were registered
in the Company’s own name as treasury shares, including an approval
by the Board that (i) the Company will not (and will 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 as treasury shares or cancel them, in
each case before the record date for the dividends or distributions.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 6–


--- page 497 ---
(v) Suspension of Repurchase
A listed company may not make any repurchase of securities on
the Stock Exchange at any time after inside information has come to its
knowledge until the information is made publicly available. In
particular, during the period of one month immediately preceding the
earlier of (a) the date of the board meeting (as such date is first notified
to the Stock Exchange in accordance with the Listing Rules) for the
approval of a listed company’s results for any year, half-year, quarterly
or any other interim period (whether or not required under the Listing
Rules) and (b) the deadline for publication of an announcement of a
listed company’s results for any year or half-year under the Listing
Rules, or quarterly or any other interim period (whether or not required
under the Listing Rules), and ending on the date of the results
announcement, the listed company may not repurchase its shares on the
Stock Exchange other than in exceptional circumstances. In addition,
the Stock Exchange may prohibit a repurchase of securities on the Stock
Exchange if a listed company has breached the Listing Rules.
(vi) Reporting Requirements
Certain information relating to repurchases of securities on the
Stock Exchange or otherwise must be reported to the Stock Exchange
not later than 30 minutes before the earlier of the commencement of the
morning trading session or any pre-opening session on the following
business day. In addition, a listed company’s annual report is required
to disclose details regarding repurchases of securities made during the
year, including a monthly analysis of the number of securities
repurchased, the purchase price per share or the highest and lowest
price paid for all such repurchases, where relevant, and the aggregate
prices paid.
(vii) Core Connected Persons
A listed company is prohibited from knowingly repurchasing
securities on the Stock Exchange from a core connected person (as
defined in the Listing Rules) and a core connected person is prohibited
from knowingly selling his securities to the listed company.
(b) Reasons for Repurchases
The Directors believe that the ability to repurchase Shares is in the
interests of the Company and our Shareholders. Repurchases may, depending
on market conditions, funding arrangements and other circumstances, result
in an increase in the net assets and/or earnings per Share. The Directors
sought the grant of a general mandate to repurchase Shares to give the
Company the flexibility to do so if and when appropriate. The number of
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 7–


--- page 498 ---
Shares to be repurchased on any occasion and the price and other terms upon
which the same are repurchased will be decided by the Directors at the
relevant time having regard to the circumstances then pertaining.
Repurchases of Shares will only be made when the Directors believe that such
repurchases will benefit the Company and our Shareholders.
(c) Funding of Repurchases
In repurchasing Shares, the Company may only apply funds legally
available for such purpose in accordance with the Constitution, the Listing
Rules and the applicable laws and regulations of Singapore.
There could be a material adverse impact on the working capital or
gearing position of the Company (as compared with the position disclosed in
this prospectus) if the repurchase mandate were to be carried out in full at any
time during the share repurchase period. However, the Directors do not
propose to exercise the repurchase 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 position of the Company which
in the opinion of the Directors are from time to time appropriate for the
Company
(d) General
The exercise in full of the repurchase mandate, on the basis of
266,666,800 Shares in issue immediately following the completion of the
Global Offering (without taking into account any Shares which may be issued
pursuant to the exercise of the Awards under the 2025 Share Incentive Scheme,
could accordingly result in up to approximately 26,666,680 Shares being
repurchased by the Company during the period prior to:
(i) the conclusion of our next annual general meeting; or
(ii) the end of the period within which the Company is required by
the Constitution or any applicable law to hold its next annual
general meeting; or
(iii) the date when the repurchase mandate is varied or revoked by an
ordinary resolution of our Shareholders in general meeting,
whichever is the earliest.
None of the Directors nor, to the best of their knowledge having made
all reasonable enquiries, any of their respective close associates (as defined in
the Listing Rules), has any present intention to sell any Shares to the Company
or our subsidiaries.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 8–


--- page 499 ---
The Directors have undertaken to the Stock Exchange that they will
exercise the power of the Company to make any repurchases of Shares
pursuant to the repurchase mandate in accordance with the Listing Rules and
the applicable laws and regulations in Singapore.
No core connected person (as defined in the Listing Rules) of the
Company has notified the Company that he/she or it has a present intention
to sell Shares to the Company, or has undertaken not to do so, if the
repurchase mandate is exercised.
If the percentage of voting rights held by a Shareholder is increased as a
result of the Company buying back its Shares, such increase will be treated as
an acquisition for the purposes of the Hong Kong Takeovers Code and/or the
Singapore Takeover Code. Accordingly, under the Hong Kong Takeovers
Code, a Shareholder or a group of Shareholders acting in concert could obtain
or consolidate control of the Company and become obliged to make a
mandatory offer in accordance with Rule 26 of the Hong Kong Takeovers
Code. In addition, under the Singapore Takeover Code, if such increase results
in a change of effective control, or, as a result of such increase, a Shareholder
or group of Shareholders acting in concert obtains or consolidates effective
control of the Company, such Shareholder or group of Shareholders acting in
concert could, unless exempted by the Securities Industry Council of
Singapore, become obliged to make a mandatory takeover for the Company
under Rule 14 of the Singapore Takeover Code. Save for the foregoing, the
Directors are not aware of any consequences which would arise under the
Hong Kong Takeovers Code and/or the Singapore Takeover Code as a
consequence of any buyback of Shares by the Company pursuant to the share
buyback mandate.
Any repurchase of Shares that results in the number of Shares held by
the public falling below 25% of the total number of Shares in issue, being the
relevant minimum prescribed percentage as required by the Stock Exchange,
could only be implemented if the Stock Exchange agreed to waive the
requirement regarding the public float under Rule 8.08 of the Listing Rules.
However, the Directors have no present intention to exercise the repurchase
mandate to such an extent that, under the circumstances, there would be
insufficient public float as prescribed under the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 9–


--- page 500 ---
B. FURTHER INFORMATION ABOUT THE BUSINESS
1. Summary of Material Contracts
The Group has entered into the following contracts (not being contracts
entered into in the ordinary course of business) within the two years immediately
preceding the date of this prospectus that are or may be material:
(a) a cornerstone investment agreement dated June 18, 2025 entered into
among the Company, UBS Asset Management (Singapore) Ltd., CITIC
Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of the Offer Shares at the Offer Price in the aggregate
amount of the Hong Kong dollar equivalent of US$8,000,000;
(b) a cornerstone investment agreement dated June 18, 2025 entered into
among the Company, Black Dragon AP SPV1, CITIC Securities (Hong
Kong) Limited and CLSA Limited, with respect to a subscription of the
Offer Shares at the Offer Price in the aggregate amount of the Hong
Kong dollar equivalent of US$3,500,000;
(c) a cornerstone investment agreement dated June 19, 2025 entered into
among the Company, Arc Avenue Asset Management Pte. Ltd., CITIC
Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of the Offer Shares at the Offer Price in the aggregate
amount of the Hong Kong dollar equivalent of US$3,500,000;
(d) a cornerstone investment agreement dated June 19, 2025 entered into
among the Company, HCEP Management Limited, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription
of the Offer Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$3,500,000;
(e) a cornerstone investment agreement dated June 18, 2025 entered into
among the Company, China Southern Asset Management Co., Ltd.,
CITIC Securities (Hong Kong) Limited and CLSA Limited, with respect
to a subscription of the Offer Shares at the Offer Price in the aggregate
amount of the Hong Kong dollar equivalent of US$3,000,000;
(f) a cornerstone investment agreement dated June 18, 2025 entered into
among the Company, GF International Investment Management
Limited, CITIC Securities (Hong Kong) Limited and CLSA Limited,
with respect to a subscription of the Offer Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$3,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 501 ---
(g) a cornerstone investment agreement dated June 18, 2025 entered into
among the Company, Harvest Oriental SP , CITIC Securities (Hong
Kong) Limited and CLSA Limited, with respect to a subscription of the
Offer Shares at the Offer Price in the aggregate amount of the Hong
Kong dollar equivalent of US$3,000,000;
(h) a cornerstone investment agreement dated June 18, 2025 entered into
among the Company,ப΂ʮ̡ (ICBC Wealth Management
Co., Ltd.),ʮ̡ (Invesco Great Wall Fund
Management Co., Ltd.), CITIC Securities (Hong Kong) Limited and
CLSA Limited, with respect to a subscription of the Offer Shares at the
Offer Price in the aggregate amount of the Hong Kong dollar equivalent
of US$3,000,000;
(i) a cornerstone investment agreement dated June 19, 2025 entered into
among the Company, Jain Global Master Fund Ltd, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription
of the Offer Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$3,000,000;
(j) a cornerstone investment agreement dated June 19, 2025 entered into
among the Company, Jane Street Asia Trading Limited, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription
of the Offer Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$3,000,000;
(k) a cornerstone investment agreement dated June 19, 2025 entered into
among the Company, Greater Bay Area Development Fund
Management Limited (ʮ̡), CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription
of the Offer Shares at the Offer Price in the aggregate amount of the
Hong Kong dollar equivalent of US$3,000,000; and
(l) the Hong Kong Underwriting Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1 1–


--- page 502 ---
2. Intellectual Property
As at the Latest Practicable Date, the following intellectual property rights are
material to the Group’s business:
(a) Trademarks
As at the Latest Practicable Date, the Group had registered the
following trademarks which are material to its business:
No. Trademark Class
Registered
Owner
Place of
Registration
Registration
Number Expiry Date
1.
29, 30,
32
IFB Singapore Singapore 40202303710R February 20,
2033
2.
 32 IFB Singapore Australia 1653605 October 21,
2034
3.
 32 IFB Singapore Hong Kong 303224547 December 3,
2034
4.
 29, 30 IFB Singapore Hong Kong 306242733 May 12, 2033
5.
 32 IFB Singapore Hong Kong 306242742 May 12, 2033
6.
 32 IFB Singapore Canada TMA1048676 August 13,
2029
7.
 32 IFB Singapore United States
of America
5120492 January 10,
2027
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 503 ---
No. Trademark Class
Registered
Owner
Place of
Registration
Registration
Number Expiry Date
8.
32 IFB Singapore China 47992426 July 27, 2031
9.
 29 IFB Singapore China 47983396 March 6, 2031
10.
 30 IFB Singapore China 42245854 October 13,
2030
11.
 30 IFB Singapore China 52759565 June 13, 2032
12.
 30 IFB Singapore China 48537992 April 13, 2032
13.
 32 IFB Singapore China 18816320 February 13,
2027
14.
 32 IFB Singapore China 27012477 January 20,
2029
15.
 32 IFB Singapore Thailand Kor402498 April 25, 2033
16.
 32 IFB Singapore Thailand Kor417535 May 15, 2034
17.
 32 IFB Singapore Thailand 181103335 June 29, 2026
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 504 ---
As at the Latest Practicable Date, the Group had applied for registration
of the following trademarks which are material to its business:
No. Trademark Class
Registered
Owner
Place of
Registration
Application
Number
Application
Date
1.
29 IFB Singapore China 72594642 July 3, 2023
2.
 32 IFB Singapore China 72823214 July 13, 2023
3.
 30 IFB Singapore China 72826594 July 13, 2023
4.
 30 IFB Singapore China 81434839 October 17,
2024
5.
 29 IFB Singapore China 81446283 October 17,
2024
6.
 30 IFB Singapore Hong Kong 306476491 February 15,
2024
7.
 30 IFB Singapore Hong Kong 306476482 February 15,
2024
8.
 29 IFB Singapore,
the Company
Hong Kong 306841828 March 19, 2025
9.
 30 IFB Singapore,
the Company
Hong Kong 306841837 March 19, 2025
10.
 35 IFB Singapore,
the Company
Hong Kong 306841864 March 19, 2025
11.
 29 IFB Singapore Taiwan 113072441 October 18,
2024
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 505 ---
No. Trademark Class
Registered
Owner
Place of
Registration
Application
Number
Application
Date
12.
30 IFB Singapore Taiwan 113072442 October 18,
2024
13.
 32 IFB Singapore Taiwan 113072443 October 18,
2024
14.
 32 IFB Singapore Indonesia DID2024118868 November 15,
2024
15.
 30 IFB Singapore Indonesia DID2024118872 November 15,
2024
16.
 30 IFB Singapore Indonesia DID2024118861 November 15,
2024
17.
 32 IFB Singapore Indonesia DID2024118874 November 15,
2024
(b) Domain Names
As at the Latest Practicable Date, the Group had registered the
following domain names which are material to its business:
No. Domain Name
Registered
Owner Expiry Date
1. www.iffamily.com IFB Thailand October 3, 2025
(c) Patents
As at the Latest Practicable Date, the Group did not have patents which
are material to its business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 506 ---
C. DISCLOSURE OF INTERESTS
1. Disclosure of Interests of Directors and Chief Executive of the Company
Immediately following the completion of the Global Offering (assuming no
Shares are issued pursuant to the exercise of the Awards under the 2025 Share
Incentive Scheme), the interests and/or short positions (as applicable) of the
Directors and the chief executive of the Company in the Shares, underlying Shares
and debentures of the Company and any interests and/or short positions (as
applicable) in shares, underlying Shares or debentures of any of the Company’s
associated corporations (within the meaning of Part XV of the SFO) which (1) will
have to be notified to the Company and the Hong Kong Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO (including interests and/or short positions
(as applicable) which they are taken or deemed to have under such provisions of the
SFO), (2) will be required, pursuant to Section 352 of the SFO, to be entered in the
register referred to therein or (3) will be required, pursuant to the Model Code for
Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to
the Listing Rules, to be notified to the Company and the Hong Kong Stock
Exchange, in each case once the Shares are listed on the Hong Kong Stock Exchange,
will be as follows:
Interests/Short Positions in the Shares
Name of Director Nature of Interest
Number of
Shares Held or
Interested
Approximate
Percentage of
Shareholding
in the Total
Issued Share
Capital (%)
Mr. Pongsakorn
Pongsak
Beneficial owner 14,690,000 5.51
Interest in controlled
corporations (1)
160,000,000 60.00
Ms. Metaphon
Pornanektana
Beneficial owner 2,000,000 0.75
Ms. Vipada
Kanchanasorn
Beneficial owner 2,000,000 0.75
Mr. Tawat Kitkungvan Interest in controlled
corporations (2)
3,968,200 1.49
Notes:
(1) As of the Latest Practicable Date, Mr. Pongsakorn Pongsak held 91% equity interest in
General Beverage. As such, by virtue of the SFO, Mr. Pongsakorn Pongsak is deemed to be
interested in the Shares held by General Beverage.
(2) As of the Latest Practicable Date, Mr. Tawat Kitkungvan held 100% equity interest in
10BIF. As such, by virtue of the SFO, Mr. Tawat Kitkungvan is deemed to be interested in
the Shares held by 10BIF.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 507 ---
Interests/Short Positions in Associated Corporations
Name of Director
Name of Associated
Corporation Nature of Interest
Number of
shares
Approximate
Percentage of
Interest
Mr. Pongsakorn
Pongsak
General Beverage (1) Beneficial owner 9,100,000 91%
Vitaday Corporation
Co., Ltd. (2)
Interest in controlled
corporation
9,998 99.98%
Beneficial owner 1 0.01%
IFB Thailand (3) Interest in controlled
corporation
5,100 51%
Notes:
(1) General Beverage, one of the Controlling Shareholders, is the holding company of the
Company and therefore is an associated corporation of the Company under the SFO. As of
the Latest Practicable Date, Mr. Pongsakorn Pongsak held 91% equity interest in General
Beverage.
(2) Vitaday Corporation Co., Ltd. is a company owned by General Beverage as to 99.98% and
therefore an associated corporation of the Company under the SFO. As of the Latest
Practicable Date, Mr. Pongsakorn Pongsak also directly held one share in Vitaday
Corporation Co., Ltd.
(3) IFB Thailand is a subsidiary of the Company and therefore is an associated corporation of
the Company under the SFO. As of the Latest Practicable Date, General Beverage held
5,100 ordinary shares in IFB Thailand, representing 51% of the share capital and 0.11% of
the voting rights of IFB Thailand.
Save as disclosed above, none of the Directors or the chief executive of the
Company will, immediately following the completion of the Global Offering, have
an interest and/or short position (as applicable) in the Shares, underlying Shares or
debentures of the Company or any interests and/or short positions (as applicable)
in the shares, underlying Shares or debentures of the Company’s associated
corporations (within the meaning of Part XV of the SFO) which (i) will have to be
notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions
7 and 8 of Part XV of the SFO (including interests and short positions which they are
taken or deemed to have under such provisions of the SFO), (ii) will be required,
pursuant to Section 352 of the SFO, to be entered in the register referred to therein or
(iii) will be required, pursuant to the Model Code for Securities Transactions by
Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, to be
notified to the Company and the Hong Kong Stock Exchange, in each case once the
Shares are listed on the Hong Kong Stock Exchange.
2. Disclosure of Interests of Substantial Shareholders
For information on the persons who will, immediately following the
completion of the Global Offering, have interests or short positions in our Shares or
underlying Shares which would be required to be disclosed to us and the Hong
Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 508 ---
SFO, or who will directly or indirectly, be interested in 10% or more of the nominal
value of any class of share capital carrying the rights to vote in all circumstances at
general meetings of the Company or of any member of the Group, see “Substantial
Shareholders”.
D. FURTHER INFORMATION ABOUT DIRECTORS
(a) Particulars of the Service Contracts
Each Director has entered into a letter of appointment in relation to his/her
role as a director of the Company, which is subject to termination by the Director or
the Company in accordance with the terms of the letter of appointment, the
requirements of the Listing Rules and the provisions relating to the retirement and
rotation of the Directors under the Constitution.
Pursuant to the terms of the letter of appointment entered into between each
Director (on the one part) and the Company (on the other part), (a) the executive
Directors will not receive any director’s fees, (b) the non-executive Director is
entitled to director’s fees of approximately US$31,000 per year, and (c) the
independent non-executive Directors are each entitled to director’s fees of
approximately US$15,500 to US$46,500 per year. Each Director is entitled to be
indemnified by the Company (to the extent permitted under the Constitution and
applicable laws) and to be reimbursed by the Company for all necessary and
reasonable out-of-pocket expenses properly incurred in connection with the
performance and discharge of his/her duties under his/her letter of appointment.
Save as disclosed above in this subheading, none of the Directors has entered
into any service contracts as a director with any member of the Group (excluding
contracts expiring or determinable by the employer within one year without
payment of compensation (other than statutory compensation)).
(b) Remuneration of Directors
For details of the remuneration of Directors, see “Directors and Senior
Management — Remuneration of the Directors and Senior Management” and Note
11 in “Appendix I — Accountants’ Report.”
(c) Personal Guarantees
The Directors have not provided personal guarantees in favour of lenders in
connection with banking facilities granted to the Group.
(d) Disclaimers
(i) Save as disclosed in the section headed “History, Reorganisation and
Corporate Structure”, none of the Directors or any of the experts
referred to in “Other Information — Qualifications and Consents of
Experts” below has any direct or indirect interest in the promotion of, or
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 509 ---
in any assets which have been, within the two years immediately
preceding the date of this prospectus, acquired or disposed of by, or
leased to, any member of the Group, or are proposed to be acquired or
disposed of by, or leased to, any member of the Group.
(ii) Save in connection with the Underwriting Agreements, none of the
Directors or any of the experts referred to in “Other Information —
Qualifications and Consents of Experts” below, is materially interested
in any contract or arrangement subsisting at the date of this prospectus
which is significant in relation to the business of the Group.
(iii) Neither the Controlling Shareholders nor the Directors are interested in
any business apart from the Group’s business which competes or is
likely to compete, directly or indirectly, with the business of the Group.
(iv) Save as disclosed in this section and “Underwriting — Commissions
and Expenses”, no cash, securities or other benefit has been paid,
allotted or given within the two years preceding the date of this
prospectus to any promoter of the Company nor is any such cash,
securities or benefit intended to be paid, allotted or given on the basis of
the Global Offering or related transactions as mentioned.
(v) So far as is known to the Directors, save as disclosed in “Business”, none
of the Directors or their associates or any current Shareholders who, to
the knowledge of our Directors, own more than 5% of our share capital
has any interest in the five largest customers or the five largest suppliers
of the Group.
E. 2025 SHARE INCENTIVE SCHEME
1. Summary of the Terms
The Company adopted the 2025 Share Incentive Scheme by a resolution of our
Shareholders on June 17, 2025. The terms of the 2025 Share Incentive Scheme
governing the grant of options and restricted share units (the “ Awards”) are in
compliance with the requirements under Chapter 17 of the Hong Kong Listing
Rules.
(i) Purpose of the 2025 Share Incentive Scheme
(a) The purpose of the 2025 Share Incentive Scheme includes, among
other things, (a) recognizing and rewarding eligible participants
for their contribution to the Group; (b) attracting and retaining
best available personnel; and (c) encouraging eligible participants
to work towards enhancing the value of the Company and its
Shares, aligning the interests of these eligible participants with
those of the Group and further promoting the success of the
Group’s business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 510 ---
(ii) Duration
(a) Subject to any early termination as may be determined by the
Board or its delegate(s), the 2025 Share Incentive Scheme shall be
valid and effective for a period of 10 years commencing the date of
obtaining approvals from our Shareholders, after which no
further Awards will be granted, but the provisions of the 2025
Share Incentive Scheme shall in all other respects remain in full
force and effect and the Awards granted during the term of the
2025 Share Incentive Scheme may continue to be valid and
exercisable in accordance with their terms of grant.
(iii) Appointment of Trustees
(a) The Company may appoint one or more trustees to assist with the
administration, exercise and vesting of Awards granted under the
2025 Share Incentive Scheme, and may allot and issue new Shares
to the trustee or direct and procure the trustee to transfer existing
Shares directly to the grantees by making on-market purchases of
existing Shares to satisfy the Awards upon vesting or exercise.
(iv) Eligible participants
(a) The eligible participants who may be selected to become grantees
of the 2025 Share Incentive Scheme are any individuals being an
Employee Participant (being Director or employee of the Group),
a Related Entity Participant (being director or employee of the
holding companies, fellow subsidiaries or associated companies
of the Company) or a Service Provider (being person or corporate
entity who provides services to the Group on a continuing and
recurring basis in its ordinary and usual course of business which
are in the interests of the long term growth of the Group and such
person or corporate entity as permitted under the Hong Kong
Listing Rules) who provide assurance, or are required to perform
their services with impartiality and objectivity).
(b) The eligibility of any of the eligible participants shall be
determined by the Board or its delegate(s) from time to time on
the basis of the Board’s or its delegate(s)’ opinion as to the eligible
participants’ contribution to the development and growth of the
Group.
(c) In assessing the eligibility of Employee Participant(s), the Board
or its delegate(s) will consider all relevant factors as appropriate,
including the individual performance, time commitment,
responsibilities or employment conditions according to the
prevailing market practice and industry standard, the length of
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 511 ---
engagement with the Group and the individual contribution or
potential contribution the Employee Participant(s) made or is
likely to make to the development and growth of the Group.
(d) In assessing the eligibility of Related Entity Participant(s), the
Board or its delegate(s) will consider all relevant factors as
appropriate, including the experience of the Related Entity
Participant(s) on the Group’s business, the actual degree of
involvement in and/or cooperation with the Group, the length of
engagement with the Group, the amount of support, assistance,
guidance, advice, efforts and contributions the Related Entity
Participant(s) gave or is likely to give or make towards the success
of the Group in the future.
(e) In assessing the eligibility of Service Provider(s), the Board or its
delegate(s) will consider all relevant factors as appropriate,
including the applicable the individual performance of relevant
Service Provider(s), the length of business relationship with the
Group, the materiality and nature of the business relationship
with the Group (such as whether they relate to the core business of
the Group and whether such business dealings could be readily
replaced by third parties), track record in the quality of services
provided to and/or cooperation with the Group and the scale of
business dealings with the Group with regard to factors such as
the actual or expected change in the Group’s revenue or profits
which is or may be attributable to the Service Provider(s).
(v) Scheme Mandate Limit and Service Provider Sublimit
(a) The total number of Shares which may be issued in respect of all
Awards to be granted under the 2025 Share Incentive Scheme and
any other share schemes or plans of the Company must not in
aggregate exceed 10% of the total number of Shares of the
Company in issue (excluding treasury shares) as at the Listing
Date (the “Scheme Mandate Limit ”) unless the Company obtains
approval from the Shareholders pursuant to the terms of the 2025
Share Incentive Scheme.
(b) Subject to the Scheme Mandate Limit, the total number of Shares
which may be issued in respect of all awards to be granted to
Service Providers under the 2025 Share Incentive Scheme and any
other share schemes or plans of the Company must not in
aggregate exceed 0.5% of the total number of Shares (excluding
treasury shares) of the Company in issue as at the Listing Date
(the “Service Provider Sublimit ”) unless the Company obtains
approval from the Shareholders pursuant to the terms of the 2025
Share Incentive Scheme. For the avoidance of doubt, the Service
Provider Sublimit is set within the Scheme Mandate Limit.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 512 ---
(c) The Scheme Mandate Limit (and the Service Provider Sublimit)
may be refreshed at any time by obtaining approval of the
Shareholders in general meeting after three years from the
Adoption Date or the date of Shareholders’ approval for the last
refreshment, subject to compliance with the Hong Kong Listing
Rules and the terms of the 2025 Share Incentive Scheme.
(vi) Limit on Granting Awards to Individuals
(a) Where any grant of Awards to an eligible participant would result
in the Shares issued and to be issued in respect of all options and
awards granted to such person (excluding any options and
awards lapsed in accordance with the terms of the 2025 Share
Incentive Scheme and any other share schemes or plans of the
Company) in the 12-month period up to and including the Grant
Date representing in aggregate over 1% of the total number of
Shares of the Company in issue (excluding treasury shares), such
grant must be separately approved by the Shareholders in general
meeting in accordance with the Hong Kong Listing Rules, with
such eligible participant and his/her close associates (or
associates if the eligible participant is a connected person)
abstaining from voting.
(vii) Granting Awards to Connected Persons
(a) Any grant of Awards to a Director, chief executive of the Company
or substantial Shareholder (or any of their respective associates)
must be approved by the independent non-executive Directors
(excluding any independent non-executive Director who is the
grantee of the Awards) and shall otherwise be subject to
compliance with the requirements of the applicable laws.
(b) Where any grant of RSUs to a Director (other than an independent
non-executive Director) or chief executive of the Company (or any
of their respective associates) would result in the Shares issued
and to be issued in respect of all RSUs granted (excluding any
restricted share units lapsed in accordance with the terms of the
2025 Share Incentive Scheme and any other share schemes or
plans of the Company) to such person in the 12 month period up
to and including the grant date representing in aggregate over
0.1% of the total number of Shares of the Company in issue
(excluding treasury shares), such further grant of RSUs must be
separately approved by the Shareholders in general meeting in
accordance with the Hong Kong Listing Rules, with such grantee,
his/her associates and all core connected persons of the Company
abstaining from voting in favour at such general meeting.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 513 ---
(c) Where any grant of Awards to an independent non-executive
Director or a substantial Shareholder (or any of their respective
associates) would result in the Shares issued and to be issued in
respect of all options and awards granted (excluding any options
and awards lapsed in accordance with the terms of the Scheme
and any other share schemes or plans of the Company) to such
person in the 12-month period up to and including the Grant Date
representing in aggregate over 0.1% of the total number of Shares
of the Company in issue (excluding treasury shares), such further
grant of Awards must be separately approved by the Shareholders
in general meeting in accordance with the Hong Kong Listing
Rules, with such grantee, his/her associates and all core
connected persons of the Company abstaining from voting in
favour at such general meeting.
(viii) Vesting of Awards
(a) The Board or its delegate(s) may from time to time while the 2025
Share Incentive Scheme is in force and subject to all applicable
laws, determine such vesting period, vesting criteria and
conditions or periods for the Award to be vested hereunder,
provided however that (i) the vesting period for Awards to be
granted after Listing shall not be less than 12 months and (ii) the
exercise period of options may commence on a day after the grant
date and in any event shall end not later than 10 years from the
grant date but subject to the provisions for early termination
thereof, unless the Board or its delegate(s) determines that the
Awards granted to Employee Participants may be subject to a
vesting period of less than 12 months in the following
circumstances:
• grants of “make whole” Awards to new employees to
replace the awards or options such employees forfeited
when leaving their previous employers;
• grants to an Employee Participant whose employment is
terminated due to death or disability or occurrence of any
out of control event;
• grants of Awards with performance-based vesting
conditions in lieu of time-based vesting criteria;
• grants of Awards that are made in batches during a year for
administrative and compliance reasons, which include
Awards that should have been granted earlier if not for such
administrative or compliance reasons but had to wait for a
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 514 ---
subsequent batch. In such case, the vesting period may be
shorter to reflect the time from which the Awards would
have been granted;
• grants of Awards with a mixed or accelerated vesting
schedule such as where the Awards may vest evenly over a
period of 12 months; or
• grants of Awards with a total vesting and holding period of
more than 12 months.
(b) Subject to the terms of the 2025 Share Incentive Scheme and the
compliance with the Hong Kong Listing Rules, the Board or its
delegate(s) may, in its sole discretion and subject to whatever
terms and conditions it selects, accelerate the period during which
an Award vests, to the extent set forth in the terms of the Award
Agreement or otherwise.
(ix) Grant of Awards
(a) On and subject to the terms of the 2025 Share Incentive Scheme
and the terms and conditions that the Board or its delegate(s)
imposes pursuant to the 2025 Share Incentive Scheme, the Board
or its delegate(s) shall be entitled at any time during the term of
the 2025 Share Incentive Scheme to make a grant to any eligible
participant, as the Board or its delegate(s) may in its absolute
discretion determine.
(b) An Award shall be made to an eligible participant by an award
agreement in such form as the Board or its delegate(s) may from
time to time determine (the “ Award Agreement ”) requiring the
eligible participant to undertake to hold the Award on the terms
on which it is to be granted and to be bound by the terms of the
2025 Share Incentive Scheme. The Award Agreement shall specify
the terms on which the Award is to be granted.
(c) The Board or its delegate(s) shall have absolute discretion to
determine the exercise price in respect of any options granted
before the Listing or any price to be paid in respect of any RSUs to
be granted before or after the Listing. The exercise price in respect
of any options granted after the Listing shall be a price, which
shall, together with the method of payment for such exercise
price, be determined by the Board or its delegate(s) in its absolute
discretion and notified to a grantee (subject to any adjustments
made pursuant to the terms of the 2025 Share Incentive Scheme),
and shall be at least the highest of:
• the closing price of the Shares as stated in the Hong Kong
Stock Exchange’s daily quotations sheet on the grant date,
which must be a business day;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 515 ---
• the average closing price of the Shares as stated in the Hong
Kong Stock Exchange’s daily quotation sheets for the five
business days immediately preceding the grant date; and
• the nominal value of a Share.
Such basis will serve to preserve the value of the Company and
align the interests of the grantee with the continuous growth of
the Company.
(d) The purchase price of RSUs, if any, will be set out in the Award
Agreement and will be determined by the Board or its delegate(s)
in its absolute discretion. The discretion of the Board or its
delegate(s) on stipulating the purchase price of RSUs will provide
flexibility to impose appropriate terms and conditions in light of
the particular circumstances of the relevant grantee, which is in
line with the purpose of the 2025 Share Incentive Scheme.
(x) Restrictions On Time of Grant
(a) No grant shall be made to, nor shall any grant be capable of
acceptance by, any eligible participant, and no directions or
recommendation shall be given to the trustee under the 2025
Share Incentive Scheme at a time when the eligible participant
would or might be prohibited from dealing in the Shares by the
Hong Kong Listing Rules (where applicable) and unless in
compliance with the requirements under the Hong Kong Listing
Rules.
(xi) Rights Attached to the Awards and Shares
(a) Neither the grantees nor the trustee may exercise any of the voting
rights in respect of any Awards that have not yet vested or has
vested but not yet been exercised and/or satisfied. No grantee
shall enjoy any of the rights of a Shareholder by virtue of the grant
of an Award pursuant to the 2025 Share Incentive Scheme, unless
and until such Shares underlying the Award are actually allotted
and issued or transferred (as the case may be) to the grantee upon
the vesting and, as applicable, exercise or settlement of the
Award. Unless otherwise specified by the Board or its delegate(s)
in its sole discretion in the Award Agreement, the grantees do not
have any rights to any cash or non-cash income, dividends or
distributions and/or the sale proceeds of non-cash and non-scrip
distributions from any Shares underlying an Award.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-25 –


--- page 516 ---
(xii) Performance Targets and Clawback Mechanism
(a) The Board or its delegate(s) may, in its absolute discretion, specify
in the Award Agreement the performance targets attached to an
Award, which will be imposed on a case-by-case basis. The
performance measures may include cash flow, earnings, earnings
per share, market value added or economic value added, profits,
or such other goals as the Board or its delegate(s) may determine
from time to time.
(b) The Board or its delegate(s) shall have the right to (i) forfeit any
unvested Award granted to a grantee and (ii) cause any vested but
not yet exercised and/or settled Award to lapse immediately, in
the event of:
• any cause of a grantee; or
• any violation of a grantee to obligations of confidentiality or
non-competition to the Group, or any leakage by such
grantee of the Group’s trade secrets, intellectual property or
proprietary information within a specified period after such
grantee ceasing to be an Eligible Participant; or
• any conduct of a grantee that has materially adverse effect
to the reputation or interests of any member of the Group
within a specified period after such grantee ceasing to be an
eligible participant; or
• in respect of any Award which is performance linked, any
material misstatement in the audited financial statements of
the Company that requires a restatement, or any
circumstances that show or lead to any of the prescribed
performance targets having been assessed or calculated in a
materially inaccurate manner.
In addition, the Company shall have the right to (i) require such grantee
to surrender some or all of the Shares underlying the Awards which
have been issued to the grantee or the grantee’s transferee for no
consideration or (ii) require such grantee to pay the Company any and
all payment in cash or other property in lieu of the Shares underlying
the Awards which the grantee has received from the Company. Further,
the Company shall have right to recover the amount of any erroneously
awarded Award, vested or unvested, settled or unsettled, delivered or
undelivered, in accordance with the Company’s policy regarding the
recovery of erroneously awarded incentive-based compensation, as
amended from time to time.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-26 –


--- page 517 ---
(xiii) Lapse of Awards
(a) An Award or any part thereof which has not yet vested or which,
in the case of an option, has vested but not yet been exercised shall
lapse automatically and not be exercisable on the earliest of:
• in the case of an option, the expiry of the exercise period
(subject to the terms of the 2025 Share Incentive Scheme);
• subject to the terms of the 2025 Share Incentive Scheme, the
date of the termination of a grantee’s employment or service
by the Company, any member of the Group, the holding
companies, fellow subsidiaries or associated companies of
the Company;
• the date on which the grantee ceases to be an eligible
participant due to any cause;
• the date on which the grantee becomes an officer, director,
employee, consultant, adviser, partner of, or a shareholder
or other proprietor owning an interest of 5% or more in, any
Competitor; or knowingly performs any act that may confer
any competitive benefit or advantage upon any Competitor;
• the date of the commencement of the winding-up of the
Company;
• the date on which the grantee (whether intentionally or
otherwise) commits a breach of the requirement relating to
transferability;
• the date on which the grantee is declared bankrupt or enters
into any arrangement or compromise with his/her creditors
generally;
• in respect of Shares underlying an Award which are subject
to performance or other vesting condition(s), the date on
which the condition(s) to vesting are not or no longer
possible to be satisfied; or
• the date on which the Board or its delegate(s) has decided
that the unvested Award shall not be vested for the grantee
in accordance with the terms of the 2025 Share Incentive
Scheme and the terms and conditions as set out in the
Award Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-27 –


--- page 518 ---
(b) Notwithstanding any other provisions of the 2025 Share
Incentive, the Board or its delegate(s) may in its sole and absolute
discretion decide any Award shall not lapse or shall be subject to
such conditions or limitations as the Board or its delegate(s) may
decide.
(xiv) Change of Control, Reorganization of Capital Structure
(a) Except as may otherwise be provided in any Award Agreement or
any other written agreement entered into by and between the
Company and a grantee, if there is an event of change of control, a
privatization of the Company by way of a scheme or by way of an
offer, the Board or its delegate(s) may at their sole discretion (i)
determine whether the vesting dates of any Awards will be
accelerated, (ii) purchase any Award for an amount of cash or
Shares equal to the value that could have been attained upon the
exercise of such Award or realization of the grantee’s rights had
such Award been currently exercisable or payable or fully vested
(and, for the avoidance of doubt, if as of such date the Board
determines in good faith that no amount would have been
attained upon the exercise of such Award or realization of the
grantee’s rights, then such Award may be terminated by the
Company without payment); or (iii) provide for the assumption,
conversion or replacement of any Award by the successor or
surviving company or a parent or subsidiary of the successor or
surviving company with other rights (including cash) or property
selected by the Board in its sole discretion or the assumption or
substitution of such Award by the successor or surviving
company, or a parent or subsidiary thereof, with such appropriate
adjustments as to the number and kind of shares and prices as the
Board deems, in its sole discretion, reasonable, equitable and
appropriate. If the vesting dates of any Awards are accelerated,
the procedures as set out in the terms of the Scheme shall apply.
(b) In the event of an alteration in the capital structure of the
Company by way of a capitalization issue, rights issue,
subdivision or consolidation of shares or reduction of the share
capital of the Company in accordance with applicable laws (other
than any alteration in the capital structure of the Company as a
result of an issue of Shares as consideration in a transaction to
which any member of the Group is a party or in connection with
any share schemes of the Company) during the term of the 2025
Share Incentive Scheme, such corresponding adjustments (if any)
shall be made to:
• the Scheme Mandate Limit and the Service Provider
Sublimit;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-28 –


--- page 519 ---
• the number and/or nominal value of underlying Shares and
the purchase price (if any) of any RSU which has not yet
vested or has vested but not yet been satisfied; and/or
• the number and/or nominal value of underlying Shares and
the exercise price of any option which has not yet vested or
has vested but not yet been exercised,
or any combination thereof, as the auditors or an independent financial
adviser shall confirm in writing to the Board or its delegate(s) that the
adjustments satisfy the requirements set out in Rule 17.03(13) of the
Hong Kong Listing Rules or otherwise comply with the Hong Kong
Listing Rules or other rules, practices or directions of the Hong Kong
Stock Exchange in effect from time to time (other than any adjustment
made on a capitalization issue, in which case such adjustment shall be
made as the Board or its delegate(s) shall consider to be in its opinion
fair and reasonable).
(xv) Cancellation
(a) The Board or its delegate(s) may at its discretion cancel an Award
granted, provided that:
• the Company, any member of the Group, the holding
companies, fellow subsidiaries or associated companies of
the Company, pay to the grantee an amount equal to the
consideration paid by the grantee for accepting the Award
(if any); or
• the Board or its delegate(s) makes any arrangement as the
Board or its delegate(s) and grantee may mutually agree in
order to compensate him/her for the cancellation of the
Award.
(xvi) Termination
(a) The Shareholders in general meeting by ordinary resolution or the
Board may at any time terminate the 2025 Share Incentive Scheme
and, in such event, no further Awards may be offered or granted
but in all other respects the terms of the 2025 Share Incentive
Scheme shall remain in full force and effect in respect of Awards
which are granted during the term of the 2025 Share Incentive
Scheme and which remain unvested or which have vested but
have not yet been exercised and/or satisfied immediately prior to
the termination of the 2025 Share Incentive Scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-29 –


--- page 520 ---
(xvii) Transferability
(a) An Award shall be personal to the grantee and shall not be
transferable or assignable, unless in compliance with the Hong
Kong Listing Rules and the terms of the 2025 Share Incentive
Scheme.
(xviii) Alteration of the 2025 Share Incentive Scheme
(a) Save as provided below, the Board may alter any of the terms of
the 2025 Share Incentive Scheme to benefit the administration of
the 2025 Share Incentive Scheme at any time in compliance with
the applicable laws.
(b) Any alterations to the terms and conditions of the 2025 Share
Incentive Scheme which are of a material nature, or any
alterations to the specific provisions of the 2025 Share Incentive
Scheme which relate to the matters set out in Rule 17.03 of the
Hong Kong Listing Rules to the advantage of grantees or eligible
participants, or any changes to the authority of the Directors or
the Board in relation to any alteration of the terms of the 2025
Share Incentive Scheme, in each case, must be approved by the
Shareholders in general meeting.
(c) Any changes to the terms of the Awards granted must be
approved by the Board or its delegate(s), the remuneration
committee, the independent non-executive Directors and/or the
Shareholders in general meeting (as the case may be) if the initial
grant of such Awards was approved by the Board or its
delegate(s), the Committee, the independent non-executive
Directors and/or the Shareholders in general meeting (as the case
may be), except where the alterations or changes take effect
automatically under the existing terms of the 2025 Share Incentive
Scheme. The Board’s determination as to whether any proposed
alteration to the terms and conditions of the 2025 Share Incentive
Scheme is material shall be conclusive.
2. Other Matters
(i) An application has been made to the Listing Committee of the Hong
Kong Stock Exchange for the listing of, and permission to deal in, new
Shares underlying any Awards which may be issued pursuant to the
2025 Share Incentive Scheme.
(ii) As of the Latest Practicable Date, the Company has not made any grant
of Awards pursuant to the terms of the 2025 Share Incentive Scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-30 –


--- page 521 ---
F. OTHER INFORMATION
Estate Duty
The Directors have been advised that no material liability for estate duty is
likely to fall on the Group.
Litigation
As of the Latest Practicable Date, the Company was not engaged in any
outstanding litigation or arbitration which may have material adverse effect on the
Global Offering and, so far as the Directors are aware, no material litigation or claim
was pending or threatened by or against the Company.
Sole Sponsor
The Sole Sponsor satisfies the independence criteria applicable to sponsors set
out in Rule 3A.07 of the Listing Rules.
The Sole Sponsor will receive a fee of US$500,000 for acting as the sponsor for
the Listing.
Compliance Adviser
The Company has appointed Gram Capital Limited as the compliance adviser
upon Listing in compliance with Rule 3A.19 of the Listing Rules.
Preliminary Expenses
The Company did not incur any material preliminary expenses.
Promoters
The Company does not have any promoter (as defined in the Listing Rules).
Within the two years immediately preceding the date of this prospectus, no cash,
securities or other benefit has been paid, allotted or given nor are any proposed to
be paid, allotted or given to any promoters in connection with the Global Offering
and the related transactions described in this prospectus.
Agency Fees or Commissions Received
The Company engaged FINARA V Consultant Co., Ltd. (“FinaraV”), an
Independent Third Party institution, to provide business consultant service for the
Listing in September 2024, pursuant to which, FinaraV shall provide general advise
to and assist the Company in its preparation for the Listing, including the
engagement of and collaboration with the professional parties, providing
preliminary guidance on the listing process for the Stock Exchange, and assisting
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-31 –


--- page 522 ---
the Company in the preparation of relevant information and documentation such as
information with respect to the Business Restructuring and assisting in the investor
communication process, and the Company shall pay FinaraV a consultancy fee of
THB4 million and 0.25% of the gross proceeds of the Global Offering, which was
decided based on the estimated resources required for the services to be performed
as stated above. The term of the engagement of FinaraV was 18 months, which may
be extendable according to the circumstances and mutual agreement between
FinaraV and the Company.
Established on June 3, 2015, FinaraV serves as a financial consultant
specializing in financial structuring, mergers and acquisitions, public listing
advisory, as well as operational process improvement, management efficiency
enhancement, and business reorganization. FinaraV provides services to both
private and public companies. Mr. Visoot, the managing director of FinaraV , has a
strong academic background in business administration, law, and taxation, with
over 40 years of experience in the field. FinaraV became acquainted with the
Company in the process of the Business Restructuring, during which FinaraV
provided business consultancy services to General Beverage for the Business
Restructuring.
The Underwriters will receive an underwriting commission in connection
with the Underwriting Agreements, as detailed in “Underwriting — Commissions
and Expenses”.
Save as described above, no commissions, discounts, brokerages or other
special terms have been granted by the Group to any person (including the
Directors, promoters and experts referred to in “Other Information — Qualifications
and Consents of Experts” below) in connection with the issue or sale of any capital
or security of the Company or any member of the Group within the two years
immediately preceding the date of this prospectus.
Save as disclosed above, within the two years immediately preceding the date
of this prospectus, no commission has been paid or is payable for subscription,
agreeing to subscribe, procuring subscription or agreeing to procure subscription
for any share in or debentures of the Company.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-32 –


--- page 523 ---
Qualifications and Consents of Experts
The qualifications of the experts which have given opinions or advice which
are contained in, or referred to in, this prospectus are as follows:
Name of Expert Qualifications
CITIC Securities (Hong
Kong) Limited
Licensed corporation under the SFO to conduct
Type 4 (advising on securities) and Type 6
(advising on Corporate Finance) of the
regulated activities as defined under the SFO
Ernst & Young LLP Public Accountants and Chartered Accountants
in Singapore
Dentons Rodyk &
Davidson LLP
Legal advisers to the Company as to Singapore
laws
Weerawong, Chinnavat &
Partners Ltd.
Legal advisers to the Company as to Thailand
laws
China Insights Industry
Consultancy Limited
Independent industry consultant
Each of the experts listed above has given and has not withdrawn its written
consent to the issue of this prospectus with the inclusion of its report and/or letter
and/or opinion and/or references to its name included herein in the form and
context in which they respectively appear.
Binding Effect
This prospectus shall have the effect, if an application is made in pursuance
hereof, of rendering all persons concerned bound by all of the provisions (other than
the penal provisions) of Sections 44A and 44B of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance so far as applicable.
Bilingual Prospectus
The English language and Chinese language versions of this prospectus are
being published separately, in reliance upon the exemption provided in Section 4 of
the Companies Ordinance (Exemption of Companies and Prospectuses from
Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-33 –


--- page 524 ---
Miscellaneous
(a) Save as disclosed in the section headed “History, Reorganisation and
Corporate Structure” and in this section, within the two years preceding the
date of this prospectus, no share or loan capital of the Company or any of its
subsidiary has been issued or has been agreed to be issued fully or partly paid
either for cash or for a consideration other than cash.
(b) No share or loan capital of the Company or any of its subsidiary is under
option or is agreed conditionally or unconditionally to be put under option.
(c) No founder, management or deferred shares of the Company or any of its
subsidiary have been issued or have been agreed to be issued.
(d) None of the equity and debt securities of the Company or its subsidiary is
presently listed or dealt in on any other stock exchange nor is any listing or
permission to deal being or proposed to be sought.
(e) The Company has no outstanding convertible debt securities or debentures.
(f) None of the experts listed under “— Qualifications and Consents of Experts”
in this section:
(i) is interested beneficially or non-beneficially in any shares in any
member of the Group; or
(ii) has any right or option (whether legally enforceable or not) to subscribe
for or to nominate persons to subscribe for securities in any member of
the Group save in connection with the Underwriting Agreements.
(g) The English text of this prospectus shall prevail over their respective Chinese
text.
(h) There has not been any interruption in the business of the Group which may
have or has had a significant effect on the financial position of the Group in
the 12 months preceding the date of this prospectus.
(i) There are no contracts for hire or hire purchase of plant to or by us for a period
of over one year which are substantial in relation to our business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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Particulars of the Over-allotment Option Grantors
Pursuant to the terms of the Global Offering, if the Sole Global Coordinator
(for itself and on behalf of the International Underwriters) elects to fully exercise the
Over-allotment Option, the Over-allotment Option Grantors are required sell up to
a total of 6,250,000 Shares, representing approximately 15% of the number of Offer
Shares initially available under the Global Offering at the Offer Price to cover
over-allocations in the International Offering, details of which are described in the
section headed “Structure of the Global Offering.”
Certain particulars of the Over-allotment Option Grantors are set out below:
Name Description Address
Maximum number of the
Option Shares which may be
sold pursuant to the full
exercise of the Over-allotment
Option
Fullerton Thai
Private Equity
Fund, a sub-fund
of Fullerton
Alternatives
Funds 2 VCC
a sub-fund of Fullerton
Alternatives Funds 2
VCC, a variable capital
company situated in the
Republic of Singapore
9 Straits View, #06-07
Straits View Singapore
018937
2,877,000 Shares, provided that
the total number of the Option
Shares to be sold by the
Over-allotment Option
Grantors will not exceed
6,250,000 Shares in aggregate
Oasis Partners
Co., Ltd.
an investment holding
company incorporated
under the laws of
Thailand on January 12,
2024
No. 548, One City
Centre, Rm No. 23-01
23rd Fl, Phloen Chit Rd,
Lumphini Subdist
Pathum Wan Dist
Bangkok 10330, Thailand
6,250,000 Shares, provided that
the total number of the Option
Shares to be sold by the
Over-allotment Option
Grantors will not exceed
6,250,000 Shares in aggregate
10BIF Limited an investment holding
company incorporated
under the laws of Hong
Kong on March 4, 2024
Unit A11, 20/F,
Prince Ind. Bld., 706
Prince Edward Road East,
Hong Kong
6,250,000 Shares, provided that
the total number of the Option
Shares to be sold by the
Over-allotment Option
Grantors will not exceed
6,250,000 Shares in aggregate
Mr. Tawat Kitkungvan holds less than 0.1% in Oasis Partners Co., Ltd. In
addition, 10BIF Limited is wholly-owned by Mr. Tawat Kitkungvan, the
non-executive Director. Mr. Tawat Kitkungvan is also the sole director of 10BIF
Limited.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) a copy of each of the material contracts referred to in “Appendix IV —
Statutory and General Information”;
(b) the written consents referred to in “Appendix IV — Statutory and General
Information”; and
(c) the statement of particulars of the Over-allotment Option Grantors referred to
in “Appendix IV — Statutory and General Information”.
DOCUMENTS AVAILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Stock Exchange at www.hkexnews.hk and the website of the Company at
www.iffamily.com during a period of 14 days from the date of this prospectus:
(a) the Constitution of the Company;
(b) the Accountants’ Report and the report on the unaudited pro forma financial
information prepared by Ernst & Young LLP , the texts of which are set out in
“Appendix I — Accountants’ Report” and “Appendix II — Unaudited Pro
Forma Financial Information”, respectively;
(c) the audited consolidated financial statements of the Group for the years
ended December 31, 2023 and 2024;
(d) the letter from Dentons Rodyk & Davidson LLP , the Company’s Singapore
legal advisers, summarising certain aspects of the Singapore Companies Act
and the Singapore Takeover Code referred to in “Appendix III — Summary of
the Constitution of the Company and Singapore Company Law”;
(e) the industry report prepared by CIC;
(f) the Singapore Companies Act, the Singapore Securities and Futures Act 2001
and the Singapore Takeover Code;
(g) the services contracts and letters of appointment referred to in “Appendix IV
— Statutory and General Information”;
(h) the material contracts referred to in “Appendix IV — Statutory and General
Information”;
(i) the written consents referred to in “Appendix IV — Statutory and General
Information”; and
(j) the statement of particulars of the Over-allotment Option Grantors referred to
in “Appendix IV — Statutory and General Information”.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY
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IFBH Limited
