HomesToLife Ltd

ATTENDANCE AND VOTING AT GENERAL MEETINGS 3

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 60

SHAREHOLDERS AND SHARE-BASED INCENTIVES 130

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST 131

Certain market data, industry forecasts and data relating to our business used throughout this Introductory Document have been obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information is not guaranteed. Similarly, while we believe these industry forecasts and market research to be reliable, we have not independently verified such information and do not make any representation as to its accuracy.

We derived certain facts and statistics in this Introductory Document relating to the furniture industry globally from various publicly available industry, government and research publications. This Introductory Document includes industry data and forecasts that we obtained from such industry publications and surveys, reports of governmental agencies and internal company surveys. Our Company, Directors and the Joint Issue Managers have taken reasonable action to ensure that the facts and statistical data used in this Introductory Document have been extracted from these sources in their proper form and context. However, our Company, Directors and the Joint Issue Managers (except where reasonable and appropriate to do so) have not verified the accuracy of the information extracted nor have our Company, Directors and the Joint Issue Managers obtained the specific consent of these sources for the inclusion of such information in this Introductory Document unless otherwise specified. Our Directors are also not aware of any disclaimers made by these sources in relation to reliance on such information. Investors should note that market data and statistics are inherently predictive and subject to uncertainty and are not necessarily reflective of actual market conditions.

ATTENDANCE AND VOTING AT GENERAL MEETINGS

Ashareholder of a company primarily listed on the SGX-ST would normally be entitled to attend and vote at a general meeting of shareholders if the shareholder's name appears on the Depository Register maintained by CDP 72 hours before the general meeting. However, this entitlement will not apply to our Shareholders as we are a company incorporated in the Cayman Islands and governed by Cayman Islands law, and our primary listing is on the Nasdaq. In connection with our Company's listing on the Main Board of the SGX-ST, CDP has appointed the Depository Trust Company ("DTC") in the United States to hold Shares which are listed and traded on the SGX-ST for CDP Depositors.

Investors who trade Shares listed on the SGX-ST would hold their Shares through the CDP system. Investors holding Shares through the CDP system may only exercise the voting rights for the deposited Shares through the CDP system and in accordance with the terms and conditions for the operation of Securities Accounts with CDP, and the terms and conditions for CDP to act as depository for foreign securities as amended from time to time. Under the Cayman Islands Companies Act, a person who has agreed to become a member of a Cayman Islands company and whose name is entered on the register of members of such company is considered a member of the company. Under Cayman Islands law, the register of members is prima facie evidence of any matters by the Cayman Islands Companies Act directed or authorised to be inserted therein. Accordingly, a CDP Depositor holding Shares through CDP would not be recognised as our Shareholder under the laws of the Cayman Islands and does not have the right to attend and vote at the general meetings of our Company. CDP Depositors will be able to vote at the shareholders' meetings by (i) attending the meetings and casting votes in person as a proxy appointed by Cede & Co., or (ii) returning the Voting Instruction Form and/or the Depositor Proxy Form by the relevant deadline to the Singapore Transfer Agent.

In accordance with the CDP Terms, we have agreed that, where applicable and/or required, we will coordinate with the Singapore Transfer Agent to mail to the CDP Depositors any notice of shareholders' meetings, together with a voting instruction form ("Voting Instruction Form") and/or a depositor proxy form ("Depositor Proxy Form"). The Voting Instruction Form and/or the Depositor Proxy Form would in turn be consolidated by the Singapore Transfer Agent, for onward distribution to the Company via DTC or the Company's proxy solicitor. Our Company, through our Singapore Share Registrar and Share Transfer Agent, will send notices of Shareholders' meetings to CDP Depositors by post. At any general meeting, CDP, as a clearing house, may appoint more than one proxy in accordance with Article 12.2 of our Memorandum and Articles of Association. Pursuant to Articles 12.2 and 12.9 of our Memorandum and Articles of Association, provided that CDP or its nominee is a member of our Company, it may appoint two or more proxies or authorise such persons as it thinks fit to act as its representatives at any general meeting of our Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised.

Any queries by CDP Depositors related to voting arrangements or related matters should be directed to the Singapore Transfer Agent or our Company.

This glossary contains a list of abbreviations of our subsidiaries, explanations and definitions of certain terms used in this Introductory Document in connection with our business. The terms and their assigned meaning may not correspond to standard industry or common meaning or usage of these terms.

"Company": HomesToLife Ltd"Group" : Our Company and our subsidiaries as at the date of this Introductory Document

"HomesToLife Singapore": HomesToLife Pte. Ltd., an indirect wholly-owned subsidiary of our Company"HTL Australia": HTL ANZ Pty Ltd, an indirect wholly-owned subsidiary of our Company"HTL FE": HTL Far East Pte. Ltd., an indirect wholly-owned subsidiary of our Company"HTL France": HTL France SAS, an indirect wholly-owned subsidiary of our Company"HomesToLife International" : HomesToLife International Pte. Ltd., a direct wholly-owned subsidiary of our Company

"HTL Japan" : Hwa Tat Lee Japan Co., Ltd., an indirect wholly-owned subsidiary of our Company

"HTL Korea": HTL Korea Co., Ltd., an indirect wholly-owned subsidiary of our Company"HTL Marketing": HTL Marketing Pte. Ltd., a direct wholly-owned subsidiary of our Company"HTL UK": HTL (UK) Limited, an indirect wholly-owned subsidiary of our Company"NCFTP" : New Century Furniture Pte. Ltd., an indirect wholly-owned subsidiary of our Company

"Terasoh" : Terasoh Co., Ltd., an indirect wholly-owned subsidiary of our Company

"GHC" : Golden Hill Capital Pte. Ltd., a company indirectly owned by Messrs. Phua Yong Pin and Phua Yong Tat, which in turn directly or indirectly owns and/or controls our Group and the related party entities which do not form part of our Group

"GHC Group" : Means GHC and its subsidiaries (but excluding our Group) as at the date of this Introductory Document, as follows:

(h) HTL Furniture (Yangzhou) Co., Ltd. (华达利家具（扬州）有限公司)

(k) HTL Furniture (Changshu) Co., Ltd. (华达利家具（常熟）有限公司)

(l) HTL Furniture (China) Co., Ltd. (华达利家具（中国)有限公司)

(m) HTL Furniture (Huai An) Co., Ltd. (华达利家具（淮安）有限公司)

(n) HTL Furniture (Kunshan) Co., Ltd. (华达利沙发（昆山）有限公司)

(o) HTL Furniture Vietnam Company Limited.

(p) HTL Import/Export Trading (Kunshan) Co., Ltd. (华达利进出口贸易(昆山)有限公司)

(s) HTL Product Design (Kunshan) Co., Ltd. (华达利产品设计(昆山)有限公司)

(v) New Century International Homes Pte. Ltd.

(w) New Century Overseas Investments Pte. Ltd.

(x) New Century Sofa India Private Limited

(y) New Century Trading Holding Co., Ltd.

(z) New Century Trading (India) Private Limited

(bb) Run Zhi Furniture Trading (Kunshan) Co., Ltd. (润至家具贸易（昆山）有限公司)

(cc) Trends Leather (Yangzhou) Co., Ltd. (创利皮革（扬州）有限公司)

Other Companies, Corporations or Organisations

"ACRA": Accounting and Corporate Regulatory Authority of Singapore"CDP": The Central Depository (Pte) Limited of Singapore"DTC" : The Depository Trust Company, the central book-entry clearing and settlement system for equity securities in the United States and the clearance system for our Shares traded on Nasdaq

General"1H2025": The financial period from 1 January 2025 to 30 June 2025"1H2026": The financial period from 1 January 2026 to 30 June 2026"2025 Deed of Global Settlement" : The deed of global settlement dated 5 May 2025 entered into between New World Pte Ltd, Golden Hill Capital Pte. Ltd. and HTL Marketing

"2026 Deed of Global Settlement" : The deed of global settlement dated 30 June 2026 entered into between our Company and Golden Hill Capital Pte. Ltd.

"Associate" : (a) In relation to any Director, Substantial Shareholder or Controlling Shareholder (being an individual) means:

(ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or