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CMON Limited Proxy Solicitation & Information Statement 2025

Nov 20, 2025

50172_rns_2025-11-20_54dc81ad-9448-476b-9a47-60e935fab19f.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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CMON LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1792)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of CMON Limited (the “Company”) will be held at 201 Henderson Road #07/08-01, Apex @ Henderson, Singapore 159545 on Tuesday, 9 December 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company. Capitalised terms defined in the circular dated 21 November 2025 issued by the Company (the “Circular”) of which this notice forms part shall have the same meanings when used herein unless otherwise specified:

ORDINARY RESOLUTIONS

  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.”

  1. “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.”

By order of the Board

CMON Limited

Ng Chern Ann

Chairman, Joint Chief Executive Officer and Executive Director

Singapore, 21 November 2025


Registered office:
Offices of Conyers Trust Company
(Cayman) Limited
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Principal place of business in Hong Kong:
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong

Headquarters and principal place of business:
201 Henderson Road #07/08-01
Apex @ Henderson
Singapore 159545

Notes:

  1. A shareholder entitled to attend and vote at the EGM convened is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his/her/it stead. A proxy need not be a shareholder of the Company.

  2. In order to be valid, the form of proxy, must be deposited together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. before 11:00 a.m. on Sunday, 7 December 2025) or adjourned meeting.

  3. The record date for determining the entitlement of the holders of Shares to attend and vote at the EGM will be Tuesday, 9 December 2025. For the purpose of ascertaining Shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 4 December 2025 to Tuesday, 9 December 2025, both days inclusive, during which period no transfers of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Wednesday, 3 December 2025.

  4. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM and in such event, the relevant form of proxy shall be deemed to be revoked.

  5. References to time and dates in this notice are to Hong Kong time and dates.

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As at the date of this notice, the executive Directors are Mr. Ng Chern Ann and Mr. David Doust; the non-executive Directors are Mr. Frederick Chua Oon Kian and Ms. Li Xuejin; and the independent non-executive Directors are Mr. Wong Yu Shan Eugene, Mr. Choy Man and Mr. Leung Yuk Hung Paul.

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