HomesToLife Ltd
For the period ended Oct 22, 2026. Filed Oct 22, 2026.
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Oct 22, 2026 · Filed Oct 22, 2026
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Contents
EX-99.1 · Additional Methods and Procedures
Additional Methods and Procedures
In addition to the methods and procedures set out above, we will implement the following additional methods and procedures to ensure that the Mandated Transactions carried out under the IPT General Mandate are undertaken on an arm’s length basis, on normal commercial terms and are not prejudicial to the interests of our Group and our minority Shareholders:
| (a) | A register will be maintained to record the list of the interested person(s) and their associates (which is to be updated immediately if there are any changes) to enable the identification of the interested person(s) (the “IPT Register”). This list of interested person(s) shall be disseminated to any staff of our Group that our Group’s finance team considers relevant for the purposes of entering into transactions that fall under the IPT General Mandate. |
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| (b) | The IPT Register will be maintained by our Group’s finance or legal team, which will record all interested person transactions (including the Mandated Transactions) carried out with interested person(s) (including with the Mandated Interested Persons) including the bases on which the interested person transactions are entered into, their amounts and nature, and the relevant supporting documents. The IPT Register will also record any interested person transactions that are below S$100,000 in value, although such transactions are not typically required to be aggregated under Chapter 9 of the Listing Manual. The supporting documentation shall include: (i) the identity of the interested person(s) and a description of the interested person transaction; (ii) the price and key commercial terms offered to or by the Mandated Interested Person(s); (iii) the details of the comparative quotes or transactions relied upon (if any), including the identity of the unrelated third-party counterparties (and on a no-names basis, if appropriate); and (iv) the name and designation of the person who conducted the review and granted the approval. Such records shall be made available to the Audit Committee and the internal and external auditors of our Group upon request. In addition, any exceptions or departures from the procedures shall be reported and highlighted to the Audit Committee immediately. |
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| (c) | The IPT Register shall be reviewed by our CFO on a quarterly basis and submitted to the Audit Committee for review on a quarterly basis (or such other more frequent basis as may be required or as the Audit Committee may deem necessary) to ascertain that the established methods and procedures to carry out the Mandated Transactions have been complied with. Our Audit Committee shall, when it deems fit, request any additional information pertaining to the transaction under review from independent sources, advisers or valuers or require additional review by the internal auditors in respect of the Mandated Transactions. |
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| (d) | We will also file the documents relating to the Mandated Transactions, including the contract entered into with the Mandated Interested Person, the relevant supporting documents and approval forms for ease of review by the internal auditors, our Audit Committee and/or any senior management staff designated by our Audit Committee to conduct such review. |
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| (e) | Our Audit Committee shall review all Mandated Transactions (including the bases on which the Mandated Transactions are entered into, amount and nature) (except where Mandated Transactions are required under the methods and procedures of the IPT General Mandate to be approved by our Audit Committee prior to the entry thereof) at least on a quarterly basis to ensure that they are carried out on normal commercial terms and are not prejudicial to the interests of our Group and our minority Shareholders, in accordance with the procedures outlined above. All relevant non-quantitative factors will also be taken into account. Such review includes the examination of the transaction and its supporting documents or such other data deemed necessary by our Audit Committee. Our Audit Committee shall, when it deems fit, request any additional information pertaining to the transaction under review from independent sources, advisers or valuers or require additional review by the internal auditors in respect of the Mandated Transactions, including requesting an independent financial adviser’s opinion and/or the obtaining of valuations from independent professional valuers. |
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| (f) | The annual internal audit plan will incorporate a review of the Mandated Transactions entered into, pursuant to the IPT General Mandate, to ensure that the methods and procedures in respect of the Mandated Transactions have been adhered to. The internal auditors will report to our Audit Committee annually and highlight any discrepancies or significant variances from the established methods and procedures for the Mandated Transactions to our Audit Committee. |
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| (g) | Our Audit Committee will also review at least a quarterly basis or such other periods on the methods and procedures to determine if they are adequate and/or commercially practicable in ensuring that transactions between the EAR Group and the Mandated Interested Persons are conducted on an arm’s length basis, normal commercial terms and are not prejudicial to the interests of our Group and our minority Shareholders. If during any review by our Audit Committee, our Audit Committee is of the view that the methods and procedures for Mandated Transactions have become inappropriate or insufficient in the event of changes to the nature of, or manner in which, the business activities of our Group or the Mandated Interested Persons are conducted, it will, in consultation with our Board, take such action as it deems proper in respect of such methods and procedures and/or modify or implement such methods and procedures as may be necessary to ensure that the Mandated Transactions will be conducted on normal commercial terms and will not be prejudicial to the interests of our Company and its minority Shareholders, and we will seek a fresh general mandate from our Shareholders based on new methods and procedures so that the Mandated Transactions will be carried out on an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of our Company and its minority Shareholders. In the interim, our Audit Committee will review every Mandated Transaction pending the grant of the fresh mandate, which will be in accordance with the requirements of the relevant provisions of Chapter 9 and/or other applicable provisions of the Listing Manual (as from time to time amended). |
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| (h) | Our Board will also ensure that all disclosure, approval and other requirements on interested person transactions, including those required by prevailing legislation, the Listing Manual (in particular, Chapter 9 thereof) and relevant accounting standards, are complied with. |
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