Exhibit 99.1

HOMESTOLIFE LTD

12 TAI SENG LINK, GRC CENTRE, #03-01A

SINGAPORE 534233

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 27, 2026

YOUR VOTE IS VERY IMPORTANT

PLEASE VOTE YOUR SHARES PROMPTLY

NOTICE IS HEREBY GIVEN that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of shareholders of HomesToLife Ltd (the “Company,” “HomesToLife”, “we,” “us” or “our”), to be held on October 27, 2026 commencing at 10:00 A.M., Singapore Time (10 P.M. Eastern Time on October 26, 2026), at 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233, which will be held for the purpose of considering, and if thought fit, approving the following resolutions:

(1) RESOLVED, AS A SPECIAL RESOLUTION THAT the Third Amended and Restated Memorandum and Articles of Association of the Company, the form of which is as set out at Annex A hereto, be adopted to in substitution for, and to the exclusion of, the existing memorandum and articles of the Company, to, among other things, to (a) meet the listing requirements of Singapore Exchange Securities Trading Limited (“SGX-ST”), (b) grant authority to Board to declare all dividends including final dividends, and (c) grant authority to Board to declare dividends from the share premium account subject to requirements under the Companies Act (Revised) of the Cayman Islands, effective upon the Company’s listing on the SGX-ST.

(2) RESOLVED, AS AN ORDINARY RESOLUTION THAT:

(3) RESOLVED, AS AN ORDINARY RESOLUTION THAT the Company adjourn the Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

Provided we have quorum for the meeting being the presence in person or by proxy of shareholders holding not less than an aggregate of one-third of the total issued voting shares in the Company at the Extraordinary General Meeting, (a) the approval of the first proposal requires that a majority of not less than two-thirds of the votes cast at the Extraordinary General Meeting be voted “For” the proposal; (b) the approval of the second proposal requires that a simple majority of the votes cast at the Extraordinary General Meeting be voted “For” the proposal, but all interested persons (being a director, chief executive officer, or controlling shareholder of the Company) and their associates will abstain from voting on the second proposal. In this regard, Mr. Phua Yong Pin, our Executive Chairman and Controlling Shareholder, and Mr. Phua Yong Tat, our Executive Vice Chairman and Controlling Shareholder, and each of their respective associates, will abstain from voting on the resolutions approving the second proposal; and (c) the approval of the third proposal requires that a simple majority of the votes cast at the Extraordinary General Meeting be voted “For” the proposal.

These items of business are described in the attached proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of the Company’s ordinary shares at the close of business on October 6, 2026 are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

Please note that the IPT General Mandate set out at Annex B hereto remains in draft form. If there are subsequent updates to the IPT General Mandate following the issuance of this notice and proxy statement, the Company will furnish a Current Report on Form 6-K to provide an amendment to the proxy statement which will attach the final form of the IPT General Mandate in substitution for the current version in Annex B. Please see the section entitled “Proposal 2: Approval of the IPT General Mandate – What am I Voting On?” in this proxy statement for further details.

Abstentions will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions do not count as votes cast.

This notice and the proxy statement are first being mailed to shareholders on or about October 14, 2026.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY FAX, (2) THROUGH THE INTERNET, (3) BY EMAIL, OR (4) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Extraordinary General Meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee, which is considered the shareholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker or other agent cannot vote on these proposals.

If you fail to return your proxy card, grant your proxy electronically over the Internet or vote by ballot in person at the Extraordinary General Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record, voting in person by ballot at the Extraordinary General Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain from the record holder a valid “legal” proxy issued in your name in order to vote in person at the Extraordinary General Meeting.

Thank you for your participation. We look forward to your continued support.

ABOUT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF HOMESTOLIFE LTD

TABLE OF CONTENTS 

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE PROPOSALS

The following are answers to some questions that you, as a shareholder of HomesToLife Ltd (“HomesToLife” or the “Company”), may have regarding the proposals and related matters being considered at HomesToLife’s extraordinary general meeting, which is referred to herein as the “Extraordinary General Meeting”.

(1) RESOLVED, AS A SPECIAL RESOLUTION THAT the Third Amended and Restated Memorandum and Articles of Association of the Company, the form of which is as set out at Annex A hereto, be adopted to in substitution for, and to the exclusion of, the existing memorandum and articles of the Company, to, among other things, to (a) meet the listing requirements of Singapore Exchange Securities Trading Limited (“SGX-ST”), (b) grant authority to Board to declare all dividends including final dividends, and (c) grant authority to Board to declare dividends from the share premium account subject to requirements under the Companies Act (Revised) of the Cayman Islands, effective upon the Company’s listing on the SGX-ST.

(2) RESOLVED, AS AN ORDINARY RESOLUTION THAT:

(3) RESOLVED, AS AN ORDINARY RESOLUTION THAT the Company adjourn the Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement. If HomesToLife shareholders fail to approve a resolution, such resolution cannot be passed and approved.

If you are a registered shareholder, meaning that you hold your shares in certificate form, you have four voting options:

If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.

For a discussion of the rules regarding the voting of shares held by beneficial owners, please see the question below entitled “If I am a beneficial owner of HomesToLife ordinary shares, what happens if I don’t provide voting instructions? What is discretionary voting? What is a broker non-vote?”

Abstentions and broker non-votes will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions and broker non-votes do not count as votes cast.

FORWARD-LOOKING STATEMENTS

This proxy statement, including information incorporated by reference into this proxy statement, contains forward-looking statements regarding, among other things, HomesToLife’s plans, strategies and prospects, both business and financial. Although HomesToLife believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, HomesToLife cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in HomesToLife’s filings with the SEC. Many of the forward-looking statements contained in this proxy statement may be identified by the use of forward-looking words such as “believe”, “expect”, “anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”, “aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”, “designed”, “create”, “predict”, “project”, “seek”, “would”, “could”, “continue”, “ongoing”, “upside”, “increases” and “potential”, among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this proxy statement are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. All forward-looking statements included herein attributable to any of HomesToLife or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, HomesToLife has no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before a shareholder grants its proxy or instructs how its vote should be cast regarding the adoption of the Third Amended and Restated Memorandum and Articles of Association and the approval of the IPT General Mandate, they should be aware that the occurrence of the events described under “Risk Factors” from time to time in HomesToLife’s filings with the SEC may adversely affect HomesToLife.

THE EXTRAORDINARY GENERAL MEETING

Date, Time and Place of the Extraordinary General Meeting

The Extraordinary General Meeting will be held on October 27, 2026 at 10:00 A.M., Singapore Time (10 P.M. Eastern Time on October 26, 2026) at 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233 to consider and vote upon the proposals.

Purpose of the Extraordinary General Meeting

At the Extraordinary General Meeting, HomesToLife is asking its shareholders as of the record date of October 6, 2026 (the “Record Date”) to consider, vote upon and approve the following resolutions:

Please note that the IPT General Mandate set out at Annex B hereto remains in draft form. If there are subsequent updates to the IPT General Mandate following the issuance of this notice and proxy statement, the Company will furnish a Current Report on Form 6-K to provide an amendment to the proxy statement which will attach the final form of the IPT General Mandate in substitution for the draft version in Annex B. Please see the section entitled “Proposal 2: Approval of the IPT General Mandate – What am I Voting On?” in this proxy statement for further details.

Record Date; Shares Entitled to Vote; Quorum

Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned HomesToLife ordinary shares on the Record Date. Shareholders will have one vote for each share of HomesToLife ordinary shares owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

As of the close of business on the Record Date, there were 89,687,500 outstanding HomesToLife ordinary shares.

A quorum of HomesToLife shareholders is necessary to hold a valid meeting. The presence in person or by proxy of shareholders holding not less than an aggregate of one-third of the total issued voting shares in the Company at the Extraordinary General Meeting is necessary to constitute a quorum. Abstentions will count as present for the purposes of establishing a quorum but will be disregarded for purposes of determining the results of voting.

Vote Required; Abstentions and Broker Non-Votes

Provided we have quorum for the meeting being the presence in person or by proxy of shareholders holding not less than an aggregate of one-third of the total issued voting shares in the Company at the Extraordinary General Meeting, (a) the approval of the first proposal requires that a majority of not less than two-thirds of the votes cast at the Extraordinary General Meeting be voted “For” the proposal; (b) the approval of the second proposal requires that a simple majority of the votes cast at the Extraordinary General Meeting be voted “For” the proposal, but all interested persons and associates must abstain from voting on the second proposal; and (c) the approval of the third proposal requires that a simple majority of the votes cast at the Extraordinary General Meeting be voted “For” the proposal.

Abstentions and broker non-votes will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions and broker non-votes do not count as votes cast.

Voting of Proxies

If your shares are registered in your name with our transfer agent, TranShare Corporation, you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the Extraordinary General Meeting. Additionally, you may submit electronically over the Internet a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet. Based on your proxy cards or Internet proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Extraordinary General Meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Extraordinary General Meeting in person. If you attend the Extraordinary General Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the Extraordinary General Meeting will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder.

If your shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your broker, bank or other nominee, if possible, and do not attend the Extraordinary General Meeting and vote in person with a proxy from your broker, bank or other nominee, your shares will not be counted for purposes of determining quorum or for purposes of the voting results.

Revocability of Proxies

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Extraordinary General Meeting by:

Please note that to be effective, your new proxy card, fax or email voting instructions or written notice of revocation must be received by us prior to the Extraordinary General Meeting and, in the case of internet or mail voting instructions, must be received before 11:59 P.M. Singapore time on October 26, 2026 (11:59 A.M. Eastern time on October 26 , 2026). If you have submitted a proxy, your appearance at the Extraordinary General Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your ordinary shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Extraordinary General Meeting if you obtain a valid “legal” proxy from your bank, broker or other nominee. Any adjournment, recess or postponement of the Extraordinary General Meeting for the purpose of soliciting additional proxies will allow HomesToLife shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Extraordinary General Meeting as adjourned, recessed or postponed.

Board of Directors’ Recommendation

After careful consideration, the Company’s Board has determined that the proposed resolutions are fair to, and in the best interest of, the Company and its shareholders. They unanimously recommend that you vote or give instruction to vote:

“FOR” the adoption of the Third Amended and Restated Memorandum and Articles of Association;

“FOR” the approval of the IPT General Mandate; and

“FOR” the approval of the adjournment.

Solicitation of Proxies

The expense of soliciting proxies in the enclosed form will be borne by HomesToLife. Proxies may also be solicited by some of our directors, officers and employees, personally or by telephone, facsimile, email or other means of communication. No additional compensation will be paid for such services.

Other Matters

At this time, we know of no other matters to be submitted at the Extraordinary General Meeting.

Householding of Extraordinary General Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement and notice to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. Each shareholder in the household will continue to receive a separate proxy card. This process, known as “house holding”, reduces the volume of duplicate information received at your household and helps to reduce our expenses.

Who Can Answer Your Questions About Voting Your Shares?

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your HomesToLife ordinary shares, you may submit questions via email to Proxy@Transhare.com.

PROPOSAL 1: ADOPTION OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

What am I voting on?

A proposal to approve a Special Resolution to adopt the Third Amended and Restated Memorandum and Articles of Association of the Company, the form of which is as set out at Annex A hereto, in substitution for, and to the exclusion of, the existing memorandum and articles of the Company, among other things, to (a) meet the listing requirements of the SGX-ST, (b) grant authority to Board to declare all dividends including final dividends, and (c) grant authority to Board to declare dividends from the share premium account subject to requirements under the Companies Act (Revised) of the Cayman Islands, effective upon the Company’s listing on the SGX-ST.

Background

On March 23, 2026, the Company’s Board passed a board resolution, among other matters, to explore the possibility of conducting a secondary listing of the Company on the SGX-ST by way of an introduction and engage necessary and appropriate service providers to support the secondary listing process, and accordingly, to recommend the Company’s shareholders to approve a Special Resolution to adopt the Third Amended and Restated Memorandum and Articles of Association of the Company in substitution for, and to the exclusion of, the existing memorandum and articles of the Company, to meet the listing requirements of the SGX-ST. The Company’s Board also believes that it is in the best interests of the Company’s shareholders and the Company to have the Third Amended and Restated Memorandum and Articles of Association to (a) grant authority to Board to declare all dividends including final dividends, and (b) grant authority to Board to declare dividends from the share premium account subject to requirements under the Companies Act (Revised) of the Cayman Islands, and the Board passed the board resolutions to recommend to the Company’s shareholders to consider and adopt the Third Amended and Restated Memorandum and Articles of Association to achieve such purposes.

Required Vote

The adoption of the Third Amended and Restated Memorandum and Articles of Association requires that a majority of not less than two-thirds of the votes cast at the Extraordinary General Meeting be voted “For” the proposal, provided we have quorum for the meeting.

THE HOMESTOLIFE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

THAT HOMESTOLIFE SHAREHOLDERS VOTE “FOR”

THE ADOPTION OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.

PROPOSAL 2: APPROVAL OF THE IPT GENERAL MANDATE

Capitalized terms used herein, unless otherwise defined, shall have the definitions ascribed to them in the IPT General Mandate at Annex B hereto.

What am I voting on?

A proposal to approve an Ordinary Resolution to adopt the IPT General Mandate, details of which are set out at Annex B hereto, to, among other things, grant approval to the Company, its subsidiaries and associated companies which fall within the definition of “entities at risk” under Chapter 9 of the Listing Manual of the SGX-ST or any of them to enter into any transactions falling within the categories of mandated interested person transactions set out in this proxy statement, with any party who is of the class or classes of mandated interested persons described in this proxy statement, provided that such transactions are made on normal commercial terms and are not prejudicial to the Company and its minority shareholders, and are entered into in accordance with the review procedures for interested person transactions.

Shareholders should note that the IPT General Mandate set out at Annex B hereto is in draft form only and remains subject to change. The terms of the IPT General Mandate are being finalized in conjunction with the introductory document to be issued by the Company in connection with its proposed secondary listing on the SGX-ST by way of an introduction (the “Introductory Document”). The proposed secondary listing on the SGX-ST and the Introductory Document remain subject to regulatory review and approval, and if approved, the fulfilment of certain conditions and other applicable listing requirements. Accordingly, the final terms of the IPT General Mandate may differ from those set out in the draft at Annex B hereto.

If there are subsequent updates to the IPT General Mandate following the issuance of this notice and proxy statement, the Company will furnish a Current Report on Form 6-K to provide an amendment to the proxy statement, which will attach the final form of the IPT General Mandate as Annex B in substitution for, and to the exclusion of, the draft currently attached hereto. Upon such substitution, all references in the notice of the Extraordinary General Meeting, this proxy statement and the proxy card to the “IPT General Mandate” and to “Annex B” shall be read as references to the final form of the IPT General Mandate so attached, and the Ordinary Resolution set out in the second proposal will, if passed, approve the IPT General Mandate in such final form.

Shareholders are encouraged to review the final form of the IPT General Mandate when it becomes available before submitting their proxies or voting instructions. Shareholders who have already submitted a proxy or voting instruction card may change their vote or revoke their proxy at any time before it is voted at the Extraordinary General Meeting in the manner described in the section entitled “The Extraordinary General Meeting – Revocability of Proxies”. Proxies that have been submitted and not revoked will be voted on the second proposal in accordance with the instructions given, and will be treated as relating to the IPT General Mandate in its final form.

Background

Chapter 9 of the Listing Manual of the SGX-ST governs transactions between a listed company, its subsidiaries and its associated companies that are “Entities at Risk”, on the one hand, and the listed company’s interested persons, on the other. Where such transactions exceed certain financial thresholds, the listed company is required to make an immediate announcement and/or seek approval from its shareholders.

Chapter 9 also allows a listed company to seek a general mandate from its shareholders for recurrent transactions of a revenue or trading nature or transactions necessary for its day-to-day operations. Such a general mandate does not extend to the purchase or sale of assets, undertakings or businesses. The Company anticipates that, following its secondary listing on the SGX-ST, it will continue to enter into certain recurrent transactions with interested persons in the ordinary course of business.

In view of the time-sensitive and recurrent nature of such transactions, the Company is seeking shareholder approval for the adoption of the IPT General Mandate. The IPT General Mandate will enable the Company and the EAR Group (as defined below) to enter into Mandated Transactions (as defined below) with the Mandated Interested Persons (as defined below) in the ordinary course of business, provided that such transactions are on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders.

Entities at Risk (“EAR Group”)

For the purposes of the IPT General Mandate, an “Entity at Risk” means: (a) the Company; (b) a subsidiary of the Company (excluding any subsidiary that is listed on the SGX-ST or an approved exchange); and (c) an associated company of the Company (other than an associated company listed on the SGX-ST or an approved exchange), over which the Company and its subsidiaries (the “Group”), or the Group and the interested person(s), has or have control (collectively referred to as the “EAR Group”).

Mandated Interested Persons

The IPT General Mandate will apply to transactions carried out between any Entity at Risk and the following persons: (a) Corium Italia S.R.L.; (b) Golden Hill Capital Pte. Ltd.; (c) Gruppo 8 S.R.L.; (d) HTL Furniture (Yangzhou) Co. Ltd (华达利家具（扬州）有限公司); (e) H.T.L. Furniture, Inc.; (f) HTL Furniture (Changshu) Co., Ltd. (华达利家具（常熟）有限公司); (g) HTL Furniture (China) Co., Ltd. (华达利家具（中国)有限公司); (h) HTL Furniture (Huai An) Co., Ltd. (华达利家具（淮安）有限公司); (i) HTL Furniture (Kunshan) Co., Ltd. (华达利沙发（昆山）有限公司); (j) HTL Furniture Vietnam Company Limited; (k) HTL Global Pte. Ltd.; (l) HTL Import/Export Trading (Kunshan) Co. Ltd (华达利进出口贸易(昆山)有限公司); (m) HTL Middle East Furniture L.L.C.; (n) HTL Product Design (Kunshan) Co. Ltd. (华达利产品设计(昆山)有限公司); (o) New Century Home Pte. Ltd.; (p) New Century International Homes Pte. Ltd.; (q) New Century Sofa India Private Limited; (r) New Century Trading (India) Private Limited; (s) Run Zhi Furniture Trading (Kunshan) Co., Ltd.; and (t) Trends Leather (Yangzhou) Co., Ltd (创利皮革（扬州）有限公司) (collectively referred to as the “Mandated Interested Persons”).

Categories of Mandated Transactions

The IPT General Mandate covers the following categories of transactions:

(collectively referred to as the “Mandated Transactions”).

For the avoidance of doubt, there will be no sale or purchase of any assets, undertakings or businesses within the scope of the IPT General Mandate. Transactions with interested persons that are not covered by the IPT General Mandate will remain subject to the applicable provisions of Chapter 9 of the Listing Manual of the SGX-ST and any other applicable provisions of the Listing Manual of the SGX-ST.

Rationale and Benefits of the IPT General Mandate

The IPT General Mandate is intended to facilitate transactions in the normal course of business of the EAR Group which are transacted from time to time with the Mandated Interested Persons, provided that they are carried out on an arm’s length basis, on normal commercial terms, and are not prejudicial to the interests of our Group and our minority shareholders.

The EAR Group will benefit from the IPT General Mandate by being able to carry out Mandated Transactions in the normal course of our business which are transacted from time to time with the Mandated Interested Persons. Given the long working history between the Mandated Interested Persons and the EAR Group, we envisage that we will continue to engage in such transactions with the Mandated Interested Persons in the ordinary course of our business from time to time, and the IPT General Mandate would enable the EAR Group to tap on the services of the Mandated Interested Persons, which have proven to be reliable working partners and service providers.

The rationale and benefit to the EAR Group for each category of the Mandated Transactions include, but are not limited to the following:

In relation to the procurement of services by our Group from Mandated Interested Persons

Any decision by our Group to develop its own U.S. customer-facing infrastructure (including, without limitation, the establishment of independent banking facilities, a physical showroom or direct customer engagement capabilities) is contingent upon our Company’s future business plans and strategies, taking into account the operational implications, potential business disruption and costs associated with transferring the established customer-facing infrastructure currently provided through H.T.L. Furniture, Inc. Accordingly, in order to ensure continuity of operations, avoid disruption to customer relationships and minimise unnecessary costs, our Group expects to continue to relying on H.T.L. Furniture, Inc. to receive customer payments and process refunds in the U.S. market following the Listing.

Similarly, New Century Trading (India) Private Limited has a presence in India and facilitates payments in that market.

The following safeguards are in place to ensure that all these payments are duly received from the Mandated Interested Persons:

In relation to the purchase and sale of goods between our Group and Mandated Interested Persons

Our Group may purchase sofas and other upholstered furniture, and case goods from Mandated Interested Persons, which are established manufacturers and/or distributors with proven capabilities in product design, quality control, and timely fulfilment of orders, and have consistently met our Group’s specifications and quality standards. Through many years of commercial dealings, both parties have developed a mutual understanding of quality expectations, product specifications, lead times, and after-sales support requirements, enabling our Group to maintain its standards of product quality and customer satisfaction. Accordingly, it is in the best interests of our Group to continue purchasing sofas and other upholstered furniture from the interested persons. The continuation of these transactions also affords our Group operational and cost advantages, including favourable pricing arising from established volume commitments, priority allocation of production capacity, flexibility in customisation, and reduced lead times relative to alternative suppliers.

In relation to the lease or licence of premises by our Group to or from Mandated Interested Persons

In relation to the provision of security in favour of our Group by Mandated Interested Persons

Therefore, the IPT General Mandate and its subsequent renewal on an annual basis would enhance the ability of the EAR Group to pursue business opportunities which are time-sensitive in nature and would eliminate the need to announce and/or convene separate general meetings from time to time to seek Shareholders’ approval as and when potential Mandated Transactions with a Mandated Interested Person arise, thereby substantially reducing the administrative time and expenses in convening such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to our Group and the day-to-day operations of the EAR Group.

In accordance with the requirements of Chapter 9 of the Listing Manual of the SGX-ST, we will (a) disclose in the annual report of our Company, the aggregate value of transactions conducted with the Mandated Interested Persons pursuant to the IPT General Mandate during the financial year, including the name of the interested person, nature of relationship and the corresponding aggregate value of the interested person transactions entered into with the same interested person (as well as in the annual reports for subsequent financial years that the IPT General Mandate continues to be in force); and (b) announce the aggregate value of transactions conducted with Mandated Interested Persons pursuant to the IPT General Mandate for the financial periods that we are required to report on pursuant to Rule 705 of the Listing Manual of the SGX-ST within the time required for the announcement of such report.

Validity Period

The IPT General Mandate, if approved, will take effect from the Company’s listing on the SGX-ST and will, unless revoked or varied by the Company in a general meeting, continue in force until the earlier of the conclusion of the next annual general meeting of the Company or until the date on which the next annual general meeting of the Company is required by law to be held. Thereafter, the Company will seek renewal of the IPT General Mandate at each subsequent annual general meeting.

Required Vote

The adoption of the IPT General Mandate requires that a simple majority of the votes cast at the Extraordinary General Meeting be voted “For” the proposal, provided we have quorum for the meeting. All interested persons (being a director, chief executive officer, or controlling shareholder of the Company) and their associates will abstain from voting on this proposal. In this regard, Mr. Phua Yong Pin, our Executive Chairman and Controlling Shareholder, and Mr. Phua Yong Tat, our Executive Vice Chairman and Controlling Shareholder, and each of their respective associates, will abstain from voting on the resolutions approving the IPT General Mandate.

THE HOMESTOLIFE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

THAT HOMESTOLIFE SHAREHOLDERS VOTE “FOR”

THE APPROVAL OF THE IPT GENERAL MANDATE.

PROPOSAL 3: ADJOURNMENT

Purpose of the Adjournment Proposal

In the event there are not sufficient votes for, or otherwise in connection with, the approval of first proposal or the second proposal, the Board may adjourn the Extraordinary General Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies.

Required Vote

The approval of the adjournment proposal requires that a simple majority of the votes cast at the Extraordinary General Meeting be voted “For” the proposal, provided we have quorum for the meeting.

THE HOMESTOLIFE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

THAT HOMESTOLIFE SHAREHOLDERS VOTE “FOR”

THE ADJOURNMENT.

OTHER MATTERS

As of the date of this proxy statement, the Board of HomesToLife knows of no matters that will be presented for consideration at the Extraordinary General Meeting other than as described in this proxy statement. If any other matters properly come before the Extraordinary General Meeting or any adjournments or postponements of the meeting and are voted upon, the enclosed proxy will confer discretionary authority on the individuals named as proxy to vote the shares represented by the proxy as to any other matters. The individuals named as proxies intend to vote in accordance with their best judgment as to any other matters.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of 1934. In accordance with these requirements, the Company files reports and other information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

MISCELLANEOUS

You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement to vote on the Third Amended and Restated Memorandum and Articles of Association proposal, IPT General Mandate proposal, and Adjournment Proposal. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement) and the mailing of this proxy statement to shareholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

ANNEX A

FORM OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HOMESTOLIFE LTD

Companies Act (Revised)

Company Limited by Shares

THIRD AMENDED AND RESTATED

memorandum of association

of

HomesToLife Ltd  

(Adopted by special resolution passed on [  ] and conditional upon and with effect from [  ])

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Memorandum of Association

of

HomesToLife Ltd

(Adopted by special resolution passed on [  ] and conditional upon and with effect from [  ])

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

Companies Act (Revised)

Company Limited By Shares

THIRD AMENDED AND RESTATED

articles of association

of

HOMESTOLIFE LTD

(Adopted by special resolution passed on [  ] and conditional upon and with effect from [  ])

Contents

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Articles of Association

of

HomesToLife Ltd

(Adopted by special resolution passed on [  ] and conditional upon and with effect from [  ])

Definitions

Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articles means, as appropriate:

and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

Business Day means a day when banks in Grand Cayman, the Cayman Islands and Singapore are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands or Singapore;

Cayman Islands means the British Overseas Territory of the Cayman Islands;

CDP Proxy Form has the meaning specified in Article 12.2;

Clear Days, in relation to a period of notice, means that period of calendar days excluding:

Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

Default Rate means ten per cent per annum;

Depositor has the meaning given to it in the Singapore Securities and Futures Act;

Depository has the meaning given to it in the Singapore Securities and Futures Act, and includes The Central Depository (Pte) Limited, which operates the Central Depository System (as defined in the Singapore Securities and Futures Act) in Singapore;

Designated Stock Exchanges means the stock exchange(s) in respect of which any class of the Company’s Shares are there listed, and include the Nasdaq Capital Market in the United States of America and the Main Board of the Singapore Exchange Securities Trading Limited Exchange, in each case, for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading, and where applicable, each of their successors in title;

Designated Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Fully Paid Up means:

Independent Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

Member means any person or persons entered on the register of Members (including the principal register and where applicable, any branch register) from time to time as the holder of a Share;

Memorandum means the memorandum of association of the Company as amended from time to time;

month means a calendar month;

Nominating Depositor has the meaning specified in Article 12.2;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at that meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.20;

Ordinary Share means an ordinary share in the capital of the Company, having the rights set out in these Articles;

Partly Paid Up means:

Relevant Intermediary has the meaning given to it in Section 181(6) of the Singapore Companies Act;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Securities Account means the securities account maintained by a person with the Depository;

Share means a share in the share capital of the Company and the expression:

Singapore Companies Act means the Companies Act 1967 of Singapore or any statutory modification, amendment or re-enactment thereof for the time being in force and any reference to any provision of the Singapore Companies Act is to that provision as so modified or re-enacted or contained in any such subsequent act or acts;

Singapore Securities and Futures Act means the Securities and Futures Act 2001 of Singapore or any statutory modification, amendment or re-enactment thereof for the time being in force and any reference to any provision of the Singapore Securities and Futures Act is to that provision as so modified or re-enacted or contained in any such subsequent act or acts;

Special Resolution means a resolution of a duly constituted general meeting of the Company or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes cast by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting;

Treasury Shares means Shares held in treasury pursuant to the Act and Article 2.12;

U.S. Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and

Virtual Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors and proxy(ies) of a Member, which has been validly appointed by such Member in accordance with these Articles) are permitted to attend and participate solely by means of Electronic Communication Facilities.

Interpretation

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

Exclusion of Table A Articles

Power to issue Shares and options, with or without special rights

Power to issue fractions of a Share

Power to pay commissions and brokerage fees

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

Trusts not recognised

Security interests

Power to vary class rights

The rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the Company’s consolidation and division of only one class of Shares, without consolidating or dividing any other class of Shares.

Effect of new Share issue on existing class rights

No bearer Shares or warrants

Treasury Shares

Rights attaching to Treasury Shares and related matters

Register of Members

Annual Return

Issue of share certificates

Renewal of lost or damaged share certificates

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Nature and scope of lien

Company may sell Shares to satisfy lien

and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Application of proceeds of sale

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

The Directors may waive payment of the interest wholly or in part.

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect of forfeiture or surrender on former Member

The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

Form of Transfer

Power to refuse registration for Shares not listed on any of the Designated Stock Exchanges

Suspension of transfers

Company may retain instrument of transfer

Notice of refusal to register

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

Increasing, consolidating, converting, dividing and cancelling share capital

Dealing with fractions resulting from consolidation of Shares

Reducing share capital

Power to issue redeemable Shares and to purchase own Shares

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

Annual and extraordinary general meetings

Power to call meetings

Content of notice

Period of notice

Persons entitled to receive notice

Accidental omission to give notice or non-receipt of notice

Quorum

Lack of quorum

Chairman

Right of a Director to attend and speak

Accommodation of Members at Virtual Meeting

Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

Security

Adjournment, postponement and cancellation

The chairman must adjourn the meeting if so directed by the Members constituting a quorum at the meeting. No business, however, can be transacted at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.

Method of voting

Outcome of vote by show of hands

Withdrawal of demand for a poll

Taking of a poll

11.15

A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than thirty Clear Days after the poll was demanded.

Chairman’s casting vote

Written resolutions

Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed when all such Members have so signified their agreement to the resolution.

Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of the period of three (3) Clear Days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the end of the period of seven (7) days beginning with the date that notice of it is first given.

Sole-Member Company

Right to vote

Rights of joint holders

Representation of corporate Members

Member with mental disorder

Objections to admissibility of votes

Form of proxy

Subject to applicable laws, if the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

How and when proxy is to be delivered

Voting by proxy

First Directors

No age limit

Corporate Directors

No shareholding qualification

Appointment of Directors

Board’s power to appoint Directors

Term of office

Removal of Directors

Resignation of Directors

Termination of the office of Director

Appointment and removal

Notices

Rights of alternate Director

Appointment ceases when the appointor ceases to be a Director

Status of alternate Director

Status of the Director making the appointment

Powers of Directors

Directors below the minimum number