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CMON Limited — Proxy Solicitation & Information Statement 2025
Nov 20, 2025
50172_rns_2025-11-20_a624e50c-9347-4dd3-b148-11e891f57eb3.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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 9 DECEMBER 2025
I/We (Note 1)
of (Note 1)
being the registered holder(s) of _____ shares (Note 2) 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 extraordinary general meeting (the "EGM") as my/our proxy to attend, act and vote for me/us and on my/our behalf at the EGM to be held at 11:00 a.m. on Tuesday, 9 December 2025 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 EGM 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 EGM in such manner as he/she thinks fit.
| Ordinary Resolutions | For (Note 4) | Against (Note 4) | |
|---|---|---|---|
| 1. | “THAT with effect from the second business day immediately following the date on which this resolution is passed: | ||
| (a) the authorised share capital of the Company be increased from HK$380,000 divided into 7,600,000,000 ordinary share(s) of par value HK$0.00005 each in the share capital of the Company (the “Existing Shares”) to HK$1,750,000 divided into 35,000,000,000 Existing Shares by the creation of an additional 27,400,000,000 new Existing Shares (the “Increase in Authorised Share Capital”), and each such new Existing Share, upon issue and fully paid, shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the memorandum of association and the articles of association of the Company; and | |||
| (b) any one of the directors of the Company (the “Directors”) be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) as he or she considers necessary, desirable or expedient to give effect to the Increase in Authorised Share Capital and the transactions contemplated thereunder.” | |||
| 2. | “THAT subject to and conditional upon the Increase in Authorised Share Capital taking effect, the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below) and with effect from the second business day immediately following the date on which this resolution is passed: | ||
| (a) every thirty-five (35) issued and unissued ordinary shares with a par value of HK$0.00005 each in the share capital of the Company be consolidated into one (1) ordinary share with a par value of HK$0.00175 each (the “Consolidated Shares”), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the memorandum of association and the articles of association of the Company (the “Share Consolidation”); | |||
| (b) immediately following the Increase in Authorised Share Capital and the Share Consolidation, the authorised share capital of the Company shall become HK$1,750,000 divided into 1,000,000,000 shares of par value HK$0.00175 each; | |||
| (c) all fractional entitlements (if any) to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company in such manner and on such terms as the Directors may think fit; and | |||
| (d) any one of the Directors be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he or she considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.” |
Dated this __ day of __ 2025
Signature(s) (Notes 5 & 6): _____
Notes:
- Full name(s) and address(es) shall be inserted in BLOCK CAPITALS.
- 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).
- 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 extraordinary general meeting".
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK $(^{}\text{一})$ THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK $(^{}\text{一})$ 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.
- 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.
- 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.
- 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, 7 December 2025) or any adjournment thereof. 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.
- A proxy need not be a shareholder of the Company.
- Any alteration made to this form of proxy must be initialed by the person who signs it.
- Please refer to the notice of the extraordinary general meeting for the full text of the resolutions.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the above meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) 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.