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CMON Limited Proxy Solicitation & Information Statement 2024

Apr 29, 2024

50172_rns_2024-04-29_bb1598f0-ec91-4f54-8e3f-89b8818ae39b.pdf

Proxy Solicitation & Information Statement

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CMON LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1792)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 28 MAY 2024

I/We[(Note][1)] of[(Note][1)]

being the registered holder(s) of shares[(Note][2)] of nominal value of HK$0.00005 each in the capital of CMON Limited (the ‘‘Company’’), hereby appoint[(Note][3)]

of[(Note][3)]

or failing him/her, the chairman of the annual general meeting (the ‘‘AGM’’) as my/our proxy to attend, act and vote for me/us and on my/our behalf at the AGM to be held at 11: 00 a.m. on Tuesday, 28 May 2024 at 201 Henderson Road #07/08–01, Apex @ Henderson, Singapore 159545, and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the AGM and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the AGM in such manner as he/she thinks fit.

Ordinary Resolutions Ordinary Resolutions For (Note 4) Against (Note 4)
1. To receive and adopt the audited consolidated financial statements of the Company forthe year ended 31 December 2023 and the reports of the directors and auditor thereon.
2. (A)To re-elect Mr. Ng Chern Ann as an executive director of the Company.
(B)To re-elect Mr. David Preti as an executive director of the Company.
(C)To re-elect Mr. Leung Yuk Hung Paul as an independent non-executive directorof the Company.
3. To authorise the board of directors of the Company to fix the remuneration of therespective directors.
4. To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company andauthorise the board of directors of the Company to fix its remuneration for the yearending 31 December 2024.
5. 5. (A)To grant a general mandate to the directors of the Company to allot, issue and/orotherwise deal with additional shares not exceeding 20% of the total number ofissued shares of the Company as at the date of passing this resolution.
(B)To grant a general mandate to the directors of the Company to repurchase sharesnot exceeding 10% of the total number of issued shares of the Company as at thedate of passing this resolution.
(C)Conditional upon the passing of the ordinary resolutions numbered 5(A) and5(B), to extend the authority given to the directors of the Company pursuant toordinary resolution numbered 5(A) to issue shares by adding to the number ofshares of the Company which may be allotted and issued by the directors of theCompany pursuant to such general mandate of an amount representing thenumber of shares repurchased under ordinary resolution numbered 5(B).

Dated this

day of

2024 Signature(s)[(Notes][5][&][6)] :

Notes:

  1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).

  2. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of the meeting will act as your proxy. If any proxy other than the chairman of the meeting is preferred, please strike out the words ‘‘the chairman of the annual general meeting’’.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (‘‘√’’) THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (‘‘√’’) THE BOX MARKED ‘‘Against’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf. 6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  5. To be valid, this form of proxy must be completed, signed and 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, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 11: 00 a.m. on Sunday, 26 May 2024). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, this form of proxy shall be deemed to be revoked.

  6. A proxy need not be a shareholder of the Company. 9. Any alteration made to this form of proxy must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

(orYourproxies)supplyand yourof your andvotingyourinstructionsproxy’s (orforproxies’)the abovename(s)meetingandofaddress(es)the Companyis on(thea voluntary‘‘Purposesbasis’’). Weformaythetransferpurposeyour andof processingyour proxy’syour request(or proxies’)for the name(s)appointmentand address(es)of a proxy to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) have/has the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request shall be in writing by mail to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.