IFBH (06603.HK): Three-year procurement and VITADAY trademark licensing framework agreement with controlling shareholder, annual caps totalling USD 6.24 million from 2026 to 2029
NewTimeSpace News: On 1 September 2026, IFBH Limited (stock code: 06603) announced that its wholly-owned subsidiary IFB Singapore entered into a procurement and trademark licensing framework agreement with General Beverage, pursuant to which the Group may procure licensed products from General Beverage and/or its affiliates from time to time and pay procurement fees, while General Beverage granted IFB Singapore a non-exclusive licence to use the VITADAY trademark in respect of the licensed products outside Thailand. The agreement has a term of three years from 1 September 2026 to 31 August 2029.
In respect of the VITADAY trademark licence, General Beverage charges IFB Singapore an annual licence fee of 2.5% of the total sales value of licensed products sold by IFB Singapore, which the Directors consider to be fair, reasonable and on normal commercial terms, with the licence rate to be reviewed every three years. The proposed annual caps are USD 930,000 for the period from 1 September to 31 December 2026, USD 1,810,000 for the year ending 31 December 2027, USD 1,940,000 for the year ending 31 December 2028, and USD 1,560,000 for the period from 1 January to 31 August 2029. As disclosed in the prospectus, the Group ceased the sale of VITADAY beverage products in 2024, and accordingly there have been no historical transaction amounts between the parties of a nature similar to the transactions contemplated under the framework agreement since 2024.
As General Beverage holds an interest in approximately 60.06% of the issued share capital of the Company and is a controlling shareholder of the Company, the transactions under the framework agreement constitute continuing connected transactions under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio of the annual caps exceeds 0.1% but is below 5%, the transactions are subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirement. Mr. Pongsakorn Pongsak, who holds an aggregate interest of 91% in General Beverage, is deemed to have a material interest in the transactions and has abstained from voting on the relevant board resolutions. The Company aims to drive its growth by expanding the VITADAY distribution network, strengthening market penetration and increasing sales volume, and has put in place internal approval and monitoring procedures to safeguard the interests of the Company and its shareholders.
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