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AOM International Group Co. Ltd. — Proxy Solicitation & Information Statement 2026
Feb 12, 2026
49176_rns_2026-02-12_6be48643-2748-4e13-bfa7-48e7a72aa239.pdf
Proxy Solicitation & Information Statement
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AOM International
AOM INTERNATIONAL GROUP COMPANY LIMITED
權識國際集團股份有限公司
(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)
(Stock Code: 00381) PROXY FORM
Form of proxy for use by the shareholders of AOM International Group Company Limited (the "Company") at the special general meeting (the "Meeting") to be convened at Harbour Plaza Room I, B1/F, Harbour Plaza, North Point, 665 King's Road, North Point, Hong Kong on Tuesday, 10 March 2026 at 11:00 a.m. (or any
| ng the hold | der(s) of (note b) shares of HK\$0.1 each of the Com | pany hereby appoint the | chairman (the "Chairman |
|---|---|---|---|
| the Meeting | g or | ||
| our proxy (note c) at the Meeting to be held at Harbour Plaza Room I, B1/F, Harbour Plaza, North | |||
| act as my/esday, 10 N | our proxy (note c) at the Meeting to be held at Harbour Plaza Room I, B1/F, Harbour Plaza, North I March 2026 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf, with or withou | Point, 665 King's Road, t amendment or modifica | North Point, Hong Kong tion, as directed below. |
| less otherw | rise defined, capitalised terms used therein shall have the same meanings as those defined in the circular | r of the Company dated | 13 February 2026. |
| ase make a | a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d). | ||
| ORDINARY RESOLUTION | FOR | AGAINST | |
| . "ТЕ | HAT | ||
| (a) | the Convertible Bonds to be executed between the Company and the Vendor at Completion in respect of the issue of the Convertible Bonds at an initial conversion price of HK\$0.25 each entitling the holders thereof to subscribe for up to the maximum number of 236,000,000 Conversion Shares and the transactions contemplated thereunder be and are hereby approved and confirmed; | ||
| (b) | the issue of the Convertible Bonds, and the issuance and allotment of up to a maximum number of 236,000,000 Conversion Shares, by the Company to the Vendor in accordance with the Sale and Purchase Agreement, the Supplemental Agreement and the instrument of the Convertible Bonds be and is hereby approved, confirmed and ratified; | ||
| (c) | conditional upon the Listing Committee of the Stock Exchange granting and not having revoked the approval for the listing of, and permission to deal in, the Conversion Shares, the Directors be and are hereby granted the Specific Mandate and any one Director be and is hereby specifically authorised to exercise all the powers of the Company to (i) create and issue the Convertible Bonds; and (ii) issue, allot and credit as fully paid, the Conversion Shares, on and subject to the terms and conditions of the Sale and Purchase Agreement, the Supplemental Agreement and the instrument of the Convertible Bonds, provided that such authority granted to the Directors shall be in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/ have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and | ||
| (d) | any one director and/or the company secretary of the Company be and is hereby authorised to perform all such acts, deeds and things and execute all documents as he/she considers necessary or expedient to effect and implement the Sale and Purchase Agreement, the Supplemental Agreement, the Convertible Bonds and the transactions contemplated thereunder with such changes as he/she may in his/her absolute opinion deem necessary, desirable or expedient." |
- Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s). A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of the Meeting or" and insert the name and address of the person appointed proxy in the space provided.
IMPORTANT: If you wish to vote for any resolution, please indicate with an "\sqrt{"}" in the appropriate space marked "For" beside the resolution. If you wish to vote against the resolution, please indicate with an "\sqrt{"}" in the appropriate space marked "Against" beside the resolution. In the absence of any such indication, your proxy will be entitled to vote for or against the resolution or to abstain at his/her discretion.
Your proxy will also be entitled to vote at his/her discretion on the resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorneys so authorised.
- The form of proxy must be signed by a shareholder of the Company, or his/her attorney out yaunonsed in writing, or if the shareholder is a corporation, entired under his common seal of under which it is signed or a certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company on 13 February 2026 not later than Sunday, 8 March 2026 at 11:00 a.m. (Hong Kong time).
Any alteration made to this form should be initialled by the person who signs the form.
PERSONAL INFORMATION COLLECTION STATEMENT
"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which include your and your proxy proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the "Purposes"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provider who provider who provider who provider who provider who provider who provider who provider who provider who provider who provider who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necesty to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data will be retained for such period as may be necessary to fulfil the purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data will be retained for such period as may be necessary to fulfil the purpose for the purpose for the purpose for the purpose of the Personal Data will be retained for such period as may be necessary to fulfil the period purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the purpose for the