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CMON Limited Proxy Solicitation & Information Statement 2025
50172_rns_2025-05-29_e2dd2d3f-9c95-40f8-b5c4-66f4c393b518.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in CMON Limited, you should at once forward this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
CMON LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1792)
PROPOSALS FOR
GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES AND
THE RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of CMON Limited (the "Annual General Meeting") to be held at 201 Henderson Road #07/08-01, Apex @ Henderson, Singapore 159545 on Thursday, 26 June 2025 at 11:00 a.m. is set out on pages 17 to 22 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://cmon.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 11:00 a.m. on (Tuesday, 24 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish.
This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.
30 May 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
- Introduction ... 5
- Issue Mandate ... 5
- Repurchase Mandate ... 5
- Re-election of Retiring Directors ... 6
- Closure of Register of Members ... 7
- AGM Notice ... 7
- Form of Proxy ... 7
- Voting by Poll ... 8
- Responsibility Statement ... 8
- Recommendation ... 8
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION ... 9
APPENDIX II — EXPLANATORY STATEMENT ... 13
AGM NOTICE ... 17
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM Notice" the notice for convening the Annual General Meeting, which is set out on pages 17 to 22 of this circular
"Annual General Meeting" the annual general meeting of the Company to be held at 201 Henderson Road #07/08-01, Apex @ Henderson, Singapore 159545 on Thursday, 26 June 2025 at 11:00 a.m., or any adjournment thereof
"Articles of Association" the articles of association of the Company as amended, supplemented and otherwise modified from time to time
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"close associate" has the meaning ascribed to it under the Listing Rules
"Companies Act" the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company" CMON Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on the main board of the Stock Exchange
"controlling shareholder" has the meaning ascribed to it under the Listing Rules
"core connected person" has the meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC" Hong Kong Securities Clearing Company Limited, including, where the context so requires, its agents, nominees, representatives, officers and employees
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or otherwise deal with Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Issue Mandate
"Latest Practicable Date"
27 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented, or otherwise modified from time to time
"Nomination Committee"
the nomination committee of the Company
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented and otherwise modified from time to time
"Share(s)"
ordinary share(s) of nominal value of HK$0.00005 each in the capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Singapore"
Republic of Singapore
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented, or otherwise modified from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the USA
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DEFINITIONS
"USA" the United States of America, its territories, its possessions and all areas subject to its jurisdiction
“%” per cent
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LETTER FROM THE BOARD
CMON LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1792)
Executive Directors:
Mr. Ng Chern Ann
(Chairman and Joint Chief Executive Officer)
Mr. David Doust
(Joint Chief Executive Officer)
Mr. Koh Zheng Kai
Non-executive Directors:
Mr. Frederick Chua Oon Kian
Ms. Li Xuejin
Independent non-executive Directors:
Mr. Wong Yu Shan Eugene
Mr. Choy Man
Mr. Leung Yuk Hung Paul
Registered office:
Offices of Conyers Trust Company
(Cayman) Limited
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Headquarters and principal place of business:
201 Henderson Road #07/08-01
Apex @ Henderson
Singapore 159545
Principal place of business in Hong Kong:
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
30 May 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES AND
THE RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to give you the AGM Notice and the following proposals to be put forward at the Annual General Meeting: (a) the granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; and (b) the re-election of the retiring Directors.
2. ISSUE MANDATE
Pursuant to the resolution passed at the annual general meeting of the Company held on 28 May 2024, a general mandate was granted to the Directors to allot, issue and deal with Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Issue Mandate.
As at the Latest Practicable Date, 1,806,000,000 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 5(A) set out in the AGM Notice and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue (or transfer out of treasury) a maximum of 361,200,000 Shares.
In addition, subject to a separate approval of the ordinary resolution numbered 5(C) set out in the AGM Notice, the number of Shares purchased by the Company under the ordinary resolution numbered 5(B) set out in the AGM Notice will be added to extend the Issue Mandate as mentioned in the ordinary resolution numbered 5(A) set out in the AGM Notice provided that such additional value shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.
3. REPURCHASE MANDATE
Pursuant to the resolution passed at the annual general meeting of the Company held on 28 May 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to repurchase Shares, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate.
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution in relation to the Repurchase Mandate at the Annual General Meeting.
4. RE-ELECTION OF RETIRING DIRECTORS
In accordance with article 84 of the Articles of Association, at each annual general meeting of the Company one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and will be eligible for re-election, provided that every Director shall be subject to retirement by rotation at least once every three years. In accordance with article 83(3) of the Articles of Association, any person appointed by the Directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the first annual general meeting of the Company after appointment and shall be subject to re-election at such meeting.
Accordingly, Mr. Koh Zheng Kai, Mr. Frederick Chua Oon Kian, Ms. Li Xuejin and Mr. Wong Yu Shan Eugene will retire as Directors at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting. Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular.
The Nomination Committee considers, among others, the following criteria in evaluating and selecting candidates for directorship:
(a) diversity in all its aspects, including but not limited to skills, knowledge, gender, age, ethnicity, cultural and educational background, professional experience and other personal qualities of the candidate;
(b) ability to exercise sound business judgment and possess proven achievement and experience in directorship including effective oversight of and guidance to management;
(c) commitment of the candidate to devote sufficient time for the proper discharge of the duties of a Director. In this regard, the candidate should not be a Director of more than six public companies or organisations; other executive appointments or significant commitments will also be considered;
(d) potential/actual conflicts of interest that may arise if the candidate is selected;
(e) independence of the independent non-executive Director candidates must satisfy the independence requirements under the Listing Rules; and
(f) in the case of a proposed re-appointment of an independent non-executive Director, the number of years he/she has already served.
LETTER FROM THE BOARD
Each proposed appointment, election or re-election of a Director shall be assessed and/or considered against the criteria and qualifications set out in the nomination policy of the Company by the Nomination Committee which shall recommend its views to the Board for consideration and determination.
Mr. Wong Yu Shan Eugene has made a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is satisfied that, taking into account, inter alia, the valuable independent judgement, advice and objective views contributed by Mr. Wong Yu Shan Eugene, he is of such character, integrity and experience commensurate with office of independent non-executive Director. The Board is not aware of any circumstance that might influence the independence of Mr. Wong Yu Shan Eugene.
5. CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025 (both dates inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with 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 not later than 4:30 p.m. on Friday, 20 June 2025.
6. AGM NOTICE
Set out on pages 17 to 22 of this circular is the AGM Notice for the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the Issue Mandate and the Repurchase Mandate and the re-election of the retiring Directors.
7. FORM OF PROXY
A form of proxy is enclosed with this circular for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://cmon.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 11:00 a.m. on Tuesday, 24 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and in such event the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
8. VOTING BY POLL
As there is no Shareholder who has any material interest in the proposed resolutions regarding the Issue Mandate and the Repurchase Mandate, none of the Shareholders is required to abstain from voting on such resolutions. For the avoidance of doubt, holders of treasury Shares, if any, shall abstain from voting at the Annual General Meeting in connection with such treasury Shares.
Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the AGM Notice will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
9. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
10. RECOMMENDATION
The Directors consider that the proposed resolutions for the granting of the Issue Mandate and the Repurchase Mandate and the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully
By order of the Board
CMON Limited
Ng Chern Ann
Chairman, Joint Chief Executive Officer and Executive Director
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.
As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed herein, none of the following Directors held any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, other major appointments and professional qualifications. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
EXECUTIVE DIRECTOR
Mr. Koh Zheng Kai (許政開), aged 45, was appointed as an executive Director and financial controller of the Company on 2 December 2016. From December 2016 to December 2019, Mr. Koh Zheng Kai was one of the joint company secretaries of the Company. Mr. Koh has over 15 years of experience in accounting and finance. Mr. Koh joined the Group in October 2014 and is primarily responsible for the accounting and tax management of the Group. Prior to joining the Group, Mr. Koh has held various positions in areas relating to accounting, finance and company secretarial work. He worked as an auditor at KPMG Singapore from 2004 to 2005, at Ernst & Young in Houston, United States from 2005 to 2006 and at KPMG LLP in New York, United States from 2006 to 2008. From 2008 to 2010, he was a senior financial analyst at Investment Technology Group Inc., an independent execution broker and research provider. From 2011 to 2014, Mr. Koh worked in Opes Services Pte. Ltd., a company based in Singapore founded by Mr. Koh, which provides tax, accounting and secretarial services.
In June 2004, Mr. Koh completed all the required examinations of the Association of Chartered Certified Accountants examination. He has been admitted as a member of the Institute of Singapore Chartered Accountants (formerly known as Institute of Certified Public Accountants of Singapore) since September 2011.
Mr. Koh entered into a service agreement with the Company for an initial term of three years commencing from 19 November 2019 until terminated by either party by giving not less than three months' notice in writing to the other, and subject to the relevant provisions of retirement and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Koh is currently entitled to an annual salary of US$167,117 and is also entitled to a discretionary bonus to be determined by the Board. The remuneration of Mr. Koh was determined on the basis of his performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
As at the Latest Practicable Date, Mr. Koh had an interest of 5,800,000 Share Options within the meaning of Part XV of the SFO.
NON-EXECUTIVE DIRECTORS
Mr. Frederick Chua Oon Kian (formerly known as “Chua Oon Kian”) (蔡穩健), aged 59, was appointed as a non-executive Director on 2 December 2016. Mr. Chua is the director and chief executive officer of Quantum Asset Management Pte. Ltd., a company providing fund management services to high net worth individuals and institutional investors since March 2004. He has also participated in various pre-IPO investments in companies that were successfully listed on both the Stock Exchange and the Singapore Exchange Securities Trading Limited.
Mr. Chua graduated from Indiana University, United States, with a Bachelor of Arts degree in December 1990.
Mr. Chua entered into a letter of appointment with the Company for an initial term of three years commencing from 19 November 2019 until terminated by either party by giving not less than three months' notice in writing to the other, and subject to the relevant provisions of retirement and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Chua is currently entitled to an annual director's remuneration in the sum of US$34,413, which was determined on the basis of his performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure.
As at the Latest Practicable Date, Mr. Chua had an interest of 192,539,232 Shares and 5,580,000 Share Options within the meaning of Part XV of the SFO.
Ms. Li Xuejin (李學瑾), aged 37, was appointed as a non-executive Director on 30 December 2024. Ms. Li has over 10 years of experience in the accounting and compliance industry. She joined Opes Services Pte. Ltd., a company in Singapore which provides accounting & GST services, in April 2014 and is currently a director of Opes Services Pte. Ltd., overseeing its operations.
Ms. Li obtained a Bachelor of Business Administration from the University of Northern Virginia in July 2008. Ms. Li completed Introductory Level, Intermediate Level and Advanced Level of the Certified Accounting Technician Examinations at session December 2008, June 2009 and June 2011 respectively. Ms. Li was also awarded the ATTS Specialist Certificate in Taxation in December 2018 by the Association of Taxation Technicians Singapore.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Li has entered into a letter of appointment with the Company for a term of three years commencing from 30 December 2024 until terminated by either party by giving not less than three months' notice in writing to the other, and subject to the relevant provisions of retirement and re-election at annual general meetings of the Company in accordance with the Articles of Association. Ms. Li is currently entitled to an annual director's remuneration of 6,000 Singapore dollars, which was determined on the basis of her performance, responsibilities and commitment and the basis of salaries paid by comparable companies and tenure.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Wong Yu Shan Eugene (王宇山), aged 55, is an independent non-executive Director. Mr. Wong is the chairperson of the Audit Committee. Mr. Wong has over 30 years of experience in the accounting and financial industry. Mr. Wong is currently running his own investment advisory and management consultancy business in mainland China since January 2009. Mr. Wong is also the founder and the managing director of Unity & Strength (Hong Kong) Certified Public Accountants Limited, a company providing management consultancy services since its incorporation and public accounting services from 2009 to 2024, since 2009. He is also an independent non-executive Director, the chairman of audit committee and a member of each of the remuneration committee and the nomination committee of the Company since May 2020. He is also the independent non-executive director and the chairman of audit committee of Sirnaomics Ltd., a company listed on the main board of the Stock Exchange (stock code: 2257) since February 2025. Mr. Wong was an independent director of Swancor Advanced Materials Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 688585) from April 2022 to July 2023. Prior to the current positions, he served various positions in different offices of Ernst & Young from 1993 to 2008, and retired as a partner in Ernst & Young, China in December 2008.
Mr. Wong obtained a Bachelor of Arts in Accounting (Hons) from Hong Kong Polytechnic University in 1993. He was a member of the Hong Kong Institute of Certified Public Accountants and held a practising license from 2005 to 2024. Mr. Wong is also a fellow chartered accountant of Institute of Chartered Accountants in England and Wales.
Mr. Wong was a director of Ningan Investment Limited and Ningan Limited incorporated in Hong Kong prior to their respective dissolution in 2025 and the director each of the following private companies registered in the People's Republic of China prior to their respective dissolution and/or revocation of business licenses: Citiway Technology (Tianjin) Co. Ltd. (司特維科技(天津)有限公司) by way of voluntary liquidation on 3 April 2020 due to cessation of business as a technology research company; Beijing Guangyun Prosperity Era International Culture Exchange Co. Ltd., (北京廣運盛世國際文化傳播有限公司) and On Capital (Tianjin) Guarantee Co. Ltd.* (翹然(天津)擔保有限公司) by way of
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
revocation of business licenses on 11 August 2017 and 9 August 2012, respectively due to being inactive with no business commenced since establishment. Mr. Wong confirmed that each of the said companies was solvent at the time of its dissolution or revocation of business license; there was no wrongful act on his part leading to the above dissolution or revocation of business license; that he is not aware of any actual or potential claim that has been or will be made against him as a result of the above dissolution or revocation of business license; and that such dissolution and revocation of business license had not resulted in any liability or obligations being imposed against him.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 1,806,000,000 Shares of nominal value of HK$0.00005 each which have been fully paid. Subject to the passing of the resolution in relation to the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 180,600,000 Shares which represent 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of the Annual General Meeting during the period in which the Repurchase Mandate remains in force.
REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.
FUNDING OF REPURCHASE
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association, the Companies Act and other applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of proceeds of a new issuance of Shares made for the purpose of the repurchase or out of the Company's share premium account or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.
The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2024. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 0.041 | 0.031 |
| June | 0.045 | 0.028 |
| July | 0.075 | 0.023 |
| August | 0.031 | 0.023 |
| September | 0.029 | 0.023 |
| October | 0.034 | 0.019 |
| November | 0.024 | 0.020 |
| December | 0.023 | 0.020 |
| 2025 | | |
| January | 0.022 | 0.019 |
| February | 0.026 | 0.020 |
| March | 0.032 | 0.020 |
| April* | — | — |
| May (up to the Latest Practicable Date) | 0.022 | 0.011 |
- Trading in the Shares was suspended during the month
INTENTION TO SELL SHARES, UNDERTAKING
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates, have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
No core connected persons have notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
So far as the same may be applicable, the Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands. Neither this explanatory statement nor the proposed Share repurchase has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT
GENERAL
The Company may cancel repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge of the Company, the following Shareholders were interested in more than 10% of the Shares then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the total interests of such Shareholders in the Shares would be increased to approximately the percentages set out in the last column as follows (assuming there is no other change in the issued share capital of the Company):
| Name of Shareholders | Notes | Total number of Shares and Underlying Shares interested | Approximate % of issued share capital as at the Latest Practicable Date | Approximate % of issued share capital if Repurchase Mandate is exercised in full |
|---|---|---|---|---|
| Ng Chern Ann (“Mr. Ng”) | 1 | 450,624,039 | 24.95% | 27.72% |
| Cangsome Limited (“CA SPV”) | 1 | 435,124,039 | 24.09% | 26.77% |
| David Preti (“Mr. Preti”) | 2 | 297,212,691 | 16.46% | 18.29% |
| David Doust (“Mr. Doust”) | 3 | 276,574,424 | 15.31% | 17.02% |
| Dakkon Holdings Limited (“DD SPV”) | 3 | 261,074,424 | 14.46% | 16.06% |
APPENDIX II
EXPLANATORY STATEMENT
Notes:
(1) The issued share capital of CA SPV is wholly-owned by Mr. Ng, an executive Director and the sole director of CA SPV. As at the Latest Practicable Date, CA SPV was beneficially interested in 435,124,039 Shares whereas Mr. Ng was beneficially interested in 15,500,000 Share Options.
(2) The issued share capital of Magumaki Limited (“DP SPV”) is wholly-owned by Mr. Preti. As at the Latest Practicable Date, DP SPV was beneficially interested in 107,663,076 Shares, representing approximately 4.97% of issued share capital of the Company, and Mr. Preti was deemed to be interested in the Shares held by DP SPV by virtue of the SFO. As at the Latest Practicable Date, Mr. Preti was also beneficially interested in 174,049,615 Shares and 15,500,000 Share Options.
(3) The issued share capital of DD SPV is wholly-owned by Mr. Doust, an executive Director and the sole director of DD SPV. As at the Latest Practicable Date, DD SPV was beneficially interested in 261,074,424 Shares whereas Mr. Doust was beneficially interested in 15,500,000 Share Options.
In the event that the Repurchase Mandate is exercised in full and assuming that there is no other change in the issued share capital of the Company between the Latest Practicable Date and the date of repurchase, the shareholding of these Shareholders in the Company would be increased to approximately the respective percentages as shown in the last column of the table above. The Directors believe that such increases would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to the extent that will trigger the obligation under the Takeovers Code for substantial shareholders to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares pursuant to the Repurchase Mandate.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in the aggregate number of the Shares held by the public falling below the prescribed minimum percentage required by the Stock Exchange.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
AGM NOTICE
CMON LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1792)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of CMON Limited (the "Company") will be held at 201 Henderson Road #07/08-01, Apex @ Henderson, Singapore 159545 on Thursday, 26 June 2025 at 11:00 a.m. for the following purposes:
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To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2024 and the reports of the directors and auditor thereon.
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(A) To re-elect Mr. Koh Zheng Kai as an executive director of the Company.
(B) To re-elect Mr. Frederick Chua Oon Kian as a non-executive director of the Company.
(C) To re-elect Ms. Li Xuejin as a non-executive director of the Company.
(D) To re-elect Mr. Wong Yu Shan Eugene as an independent non-executive director of the Company.
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To authorise the board of directors of the Company to fix the remuneration of the respective directors.
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To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company and authorise the board of directors of the Company to fix its remuneration for the year ending 31 December 2025.
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To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
(A) "That:
(i) subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of the Hong Kong Limited (the "Stock Exchange"), a general mandate be and is hereby generally and unconditionally given to the directors of the Company (the "Director(s)") during the Relevant Period (as defined
AGM NOTICE
hereinafter) all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (the "Shares") (including any sale or transfer of treasury Shares out of treasury) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares);
(ii) the mandate in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period;
(iii) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to:
(a) any Rights Issue (as defined hereinafter);
(b) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(c) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
(d) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,
shall not exceed the aggregate of:
(1) 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing this resolution, and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be allotted and issued under
AGM NOTICE
the mandate in paragraph (i) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same; and
(2) (if the Directors are so authorised by resolution numbered 5(C)) the aggregate number of Shares repurchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing resolution numbered 5(B)), and the mandate shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and
(b) “Rights Issue” means an offer of Shares or an issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction, any recognised regulatory body or any stock exchange applicable to the Company).
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AGM NOTICE
(B) “That:
(i) subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) all the powers of the Company to repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange and, subject to and in accordance with all applicable laws, rules and regulations;
(ii) the aggregate number of Shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing this resolution, and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (i) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, and the mandate shall be limited accordingly; and
(iii) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
(C) “That conditional upon the resolutions numbered 5(A) and 5(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new Shares (including any sale or transfer of treasury Shares out of treasury) and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered 5(A) set out in this notice be and is hereby extended by the addition to the number of the issued Shares which may be allotted and issued or agreed conditional or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of Shares repurchased by the Company under the mandate granted pursuant to the
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AGM NOTICE
resolution numbered 5(B) set out in this notice, provided that such extended amount shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the said resolution."
Yours faithfully
By order of the Board
CMON Limited
Ng Chern Ann
Chairman, Joint Chief Executive Officer and Executive Director
Singapore, 30 May 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:
(i) All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules.
(ii) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one proxy or if he/she/it holds two or more Shares, more than one proxy to attend, speak and vote in his/her/it stead. A proxy does not need to be a shareholder of the Company. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
(iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with 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 as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. before 11:00 a.m. on Tuesday, 24 June 2025) or any adjournment thereof and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
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AGM NOTICE
(iv) Delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(v) The register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both dates inclusive, in order to determine the eligibility of shareholders to attend and vote at the Annual General Meeting, during which period no Share transfer will be registered. To be eligible to attend and vote at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with 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 not later than 4:30 p.m. on Friday, 20 June 2025.
(vi) With reference to ordinary resolution numbered 2 above, Mr. Koh Zheng Kai, Mr. Frederick Chua Oon Kian, Ms. Li Xuejin and Mr. Wong Yu Shan Eugene shall retire and being eligible, offered themselves for re-election at the Annual General Meeting. Details of the above retiring Directors are set out in Appendix I to the circular of the Company dated 30 May 2025.
(vii) In respect of the resolutions numbered 5(A), 5(B) and 5(C) above, the Directors wish to state that they have no immediate plans to issue any new securities or repurchase any Shares pursuant to the relevant mandate.
(viii) In respect of the resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares in circumstances which they deem appropriate and for the best interests of the Company and the shareholders of the Company as a whole. The explanatory statement containing all information reasonably necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase mandate, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated 30 May 2025.