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CMON Limited Share Issue/Capital Change 2025
50172_rns_2025-11-14_942faf83-057b-4a5e-87b3-bc1bf956b989.pdf
Share Issue/Capital Change
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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 announcement, 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 announcement.
CMON LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1792)
(I) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (II) PROPOSED SHARE CONSOLIDATION; AND (III) PROPOSED CHANGE IN BOARD LOT SIZE
Financial Adviser
瓏盛資本有限公司
Draco Capital Limited
PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
The Board proposes to increase the authorised share capital of the Company from HK$380,000 divided into 7,600,000,000 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.
PROPOSED SHARE CONSOLIDATION
As at the date of this announcement, the authorised share capital of the Company is HK$380,000 divided into 7,600,000,000 Existing Shares of par value of HK$0.00005 each. Subject to the Increase in Authorised Share Capital becoming effective, the authorised share capital of the Company will become HK$1,750,000 divided into 35,000,000,000 Existing Shares of par value of HK$0.00005 each, and there are 1,806,000,000 Existing Shares in issue which are fully paid or credited as fully paid.
Subject to the Increase in Authorised Share Capital becoming effective, the Board proposes to implement the Share Consolidation on the basis that every thirty-five (35) issued and unissued Existing Shares of par value of HK$0.00005 each will be consolidated into one (1) Consolidated Share of par value of HK$0.00175 each.
Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or bought back from the date of this announcement until the effective date of the Increase in Authorised Share Capital and the Share Consolidation, the authorised share capital of the Company will become HK$1,750,000 divided into 1,000,000,000 Consolidated Shares with par value of HK$0.00175 each, of which 51,600,000 Consolidated Shares will be in issue.
PROPOSED CHANGE IN BOARD LOT SIZE
The Existing Shares are currently traded on the Stock Exchange in board lot size of 70,000 Existing Shares. The Board proposes to change the board lot size for trading from 70,000 Existing Shares to 2,000 Consolidated Shares per board lot subject to and conditional upon the Share Consolidation becoming effective.
In the event that either the proposed resolution in respect of (1) the Increase in Authorised Share Capital; or (2) the Share Consolidation, is not approved by the Shareholders at the EGM, the proposed increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size will not proceed.
GENERAL
The EGM will be convened for the Shareholders to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital and the Share Consolidation. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as none of the Shareholders or their associates would have a material interest in the Increase in Authorised Share Capital and the Share Consolidation, no Shareholder is required to abstain from voting on the ordinary resolutions relating to the proposed Increase in Authorised Share Capital and Share Consolidation.
A circular containing, among other things, further details of the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size, together with the notice convening the EGM and related form of proxy is expected to be sent to the Shareholders on or before 21 November 2025.
Shareholders and potential investors should take note that the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size are conditional upon satisfaction of their respective conditions. Therefore, the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
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PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
As at the date of this announcement, the authorised share capital of the Company is HK$380,000 divided into 7,600,000,000 Existing Shares of par value of HK$0.00005 each, of which 1,806,000,000 Existing Shares in issue are fully paid or credited as fully paid. In order to provide the Company with greater flexibility to raise funds in the future, the Board proposes to increase the authorised share capital of the Company from HK$380,000 divided into 7,600,000,000 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 proposed Increase in Authorised Share Capital of the Company is subject to the approval of the Shareholders by way of an ordinary resolution at the EGM.
Subject to the satisfaction of the above condition, it is expected that the Increase in Authorised Share Capital will become effective on Thursday, 11 December 2025.
PROPOSED SHARE CONSOLIDATION
Subject to the Increase in Authorised Share Capital becoming effective, the Board proposes to implement the Share Consolidation on the basis that every thirty-five (35) issued and unissued Existing Shares of par value of HK$0.00005 each will be consolidated into one (1) Consolidated Share of par value of HK$0.00175 each.
Effects of the Share Consolidation
As at the date of this announcement, the authorised share capital of the Company is HK$380,000 divided into 7,600,000,000 Existing Shares of par value of HK$0.00005 each. Subject to the Increase in Authorised Share Capital becoming effective, the authorised share capital of the Company will become HK$1,750,000 divided into 35,000,000,000 Existing Shares of par value of HK$0.00005 each, and there are 1,806,000,000 Existing Shares in issue which are fully paid or credited as fully paid.
Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or bought back from the date of this announcement until the effective date of the Share Consolidation, the authorised share capital of the Company will become HK$1,750,000 divided into 1,000,000,000 Consolidated Shares with par value of HK$0.00175 each, of which 51,600,000 Consolidated Shares will be in issue.
As at the date of this announcement, there are outstanding Share Options entitling the holders thereof to subscribe for up to an aggregate of 57,880,000 Existing Shares under the Share Option Scheme. As at the date of this announcement, the total number of Share Options available for grant under the Share Option Scheme is 88,980,000. The Company will engage the auditor of the Company or an independent financial advisor to determine according to the Share Option Scheme any adjustments required to be made in respect of the exercise price and/or the number of Shares subject to the Share Option as a result of
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the Share Consolidation. The Company will make further announcement(s) as and when appropriate on any adjustments to be made as a result of the Share Consolidation to the exercise price and the aggregate number of Shares to be allotted and issued upon exercise of the outstanding Share Options.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.
Furthermore, as at the date of this announcement, save as disclosed above, there is no outstanding share option entitling the holders thereof to subscribe for any Shares, and no share option scheme is implemented by the Company.
Conditions of the Share Consolidation
The implementation of Share Consolidation is conditional upon:
(i) the Increase in Authorised Share Capital has become effective;
(ii) the passing of an ordinary resolution to approve the Share Consolidation by the Shareholders at the EGM;
(iii) the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
(iv) the compliance with the relevant procedures and requirement under the laws of the Cayman Islands (where applicable) and the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Share Consolidation, if any.
As at the date of this announcement, none of the above conditions had been fulfilled.
Subject to the satisfaction of all the above conditions, it is expected that the Share Consolidation will become effective on Thursday, 11 December 2025.
In the event that either the proposed resolution in respect of (1) the Increase in Authorised Share Capital; or (2) the Share Consolidation, is not approved by the Shareholders at the EGM, the proposed increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size will not proceed.
Listing Application
An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.
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Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of HKSCC, upon the Share Consolidation becoming effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.
None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time when the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal in is being or is proposed to be sought.
PROPOSED CHANGE IN BOARD LOT SIZE
The Existing Shares are currently traded on the Stock Exchange in board lot size of 70,000 Existing Shares. The Board proposes to change the board lot size for trading from 70,000 Existing Shares to 2,000 Consolidated Shares per board lot upon the Share Consolidation becoming effective.
Based on the closing price of HK$0.044 per Existing Share (equivalent to the theoretical closing price of HK$1.540 per Consolidated Share) as at the date of this announcement, (i) the value per board lot of 70,000 Existing Shares is HK$3,080; (ii) the value per board lot of 70,000 Consolidated Shares would be HK$107,800 assuming that the Share Consolidation had already been effective; and (iii) the estimated value per board lot of 2,000 Consolidated Shares would be HK$3,080 assuming that the Change in Board Lot Size had also been effective. The change in Board Lot Size will not result in change of the relative rights of the Shareholders.
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EFFECT OF THE SHARE CONSOLIDATION AND THE INCREASE IN AUTHORISED SHARE CAPITAL
The following table sets out the effect of the Increase in Authorised Share Capital and the Share Consolidation on the share capital of the Company before and after the implementation of the Increase in Authorised Share Capital and the Share Consolidation, assuming that there is no change in the issued share capital of the Company from the date of this announcement until the effective date of the Increase in Authorised Share Capital and the Share Consolidation.
| As at the date of this announcement | Immediately after the Increase in Authorised Share Capital becoming effective | Immediately after the Increase in Authorised Share Capital and the Share Consolidation becoming effective | |
|---|---|---|---|
| Authorised share capital | HK$380,000 divided into 7,600,000,000 Existing Shares of par value of HK$0.00005 each | HK$1,750,000 divided into 35,000,000,000 Existing Shares of par value of HK$0.00005 each | HK$1,750,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.00175 each |
| Issued and fully paid up or credited as fully paid up share capital | HK$90,300 divided into 1,806,000,000 Existing Shares of par value of HK$0.00005 each | HK$90,300 divided into 1,806,000,000 Existing Shares of par value of HK$0.00005 each | HK$90,300 divided into 51,600,000 Consolidated Shares of par value of HK$0.00175 each |
| Unissued share capital | HK$289,700 divided into 5,794,000,000 Existing Shares of par value of HK$0.00005 each | HK$1,659,700 divided into 33,194,000,000 Existing Shares of par value of HK$0.00005 each | HK$1,659,700 divided into 948,400,000 Consolidated Shares of par value of HK$0.00175 each |
Note: Assuming there will be no change in the issued share capital of the Company from the date of this announcement up to the date on which the Increase in Authorised Share Capital and the Share Consolidation becomes effective.
REASONS FOR THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE
In order to provide the Company with greater flexibility to raise funds in the future, the Board proposes to increase the authorised share capital of the Company from HK$380,000 divided into 7,600,000,000 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.
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated in September 2024 (the “Guide”) has further stated that (i) market price of the shares at a level less than HK$0.10 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules, and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.
The Existing Shares are currently traded on the Stock Exchange in board lot size of 70,000 Existing Shares. Based on the closing price of HK$0.044 per Existing Share as quoted on the Stock Exchange as at the date of this announcement, the value of each board lot of 70,000 Existing Shares is HK$3,080. The Company notes that over the course of the year 2025 up to the date of this announcement, the closing price of the Existing Share has traded within a low range of HK$0.012 (as at 26, 27 and 28 May 2025) to HK$0.064 (as at 27 October 2025), which is at a level less than HK$0.10. In view of the recent trading price of the Existing Shares, the Board proposes to implement the Share Consolidation. Based on the closing price of HK$0.044 per Existing Share (equivalent to the theoretical closing price of HK$1.540 per Consolidated Share) as at the date of this announcement, the value per board lot of 70,000 Consolidated Shares would be HK$107,800 assuming that the Share Consolidation had already been effective. In view of the aggregate value per each board lot upon the Share Consolidation being effective, and with the Change of Board Lot Size reducing the board lot value, the Board is of the view that such reduction will lower the threshold for investors to acquire the Shares, thus facilitating the trading and improving the liquidity of the Shares. This will enable the Company to attract more investors and broaden the Shareholders’ base. As such, the Board further proposes to implement the Change in Board Lot Size. It is expected that the proposed Share Consolidation, together with the Change in Board Lot Size, will bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange, and to increase the value of each board lot of the Consolidated Shares, thereby enabling the Company to comply with the trading requirements under the Listing Rules. Based on the closing price of HK$0.044 per Existing Share (equivalent to HK$1.540 per Consolidated Share) as quoted on the Stock Exchange as at the date of this announcement, the expected market value of each board lot of 2,000 Consolidated Shares, assuming that the Share Consolidation and the Change in Board Lot Size had already been effective, would be HK$3,080, which is greater than HK$2,000 and therefore complies with the requirements as set out in the Guide.
As of the date of this announcement, save for the proposed allotment and issuance of new Shares under general mandate, which has lapsed and shall not proceed as detailed in the announcements of the Company dated 19 October 2025 and 7 November 2025 in relation thereto, the Company has no concrete plans to carry out other corporate actions or conduct any equity fund-raising which may have an effect of undermining or negating the
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intended purpose of the Share Consolidation and the Change in Board Lot Size in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct other debt and/or equity fund raising exercises when suitable fund-raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation thereof will not alter the underlying assets, business operation, management or financial position of the Company or the relative rights of the Shareholders, save for any fractional Consolidated Shares which will not be allocated to the Shareholders who may otherwise be entitled to. The Directors are of the view that the Share Consolidation and the Change in Board Lot Size will not have any material adverse effect on the financial position of the Group.
In view of the above, the Board considers that the Share Consolidation and the Change in Board Lot Size are fair and reasonable, and are in the best interest of the Company and the Shareholders as a whole.
OTHER ARRANGEMENT
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares (if any) arising from the Share Consolidation will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.
Arrangement on odd lot trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company will appoint a securities firm as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular to be sent to the Shareholders.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.
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Exchange of certificates for Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be on Thursday, 11 December 2025, Shareholders may during the period from Thursday, 11 December 2025 to Wednesday, 21 January 2026 (both days inclusive) submit their existing share certificates for the Existing Shares (in the colour of yellow) to 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, during business hours, in exchange for new certificates for the Consolidated Shares (in the colour of purple) at the expense of the Company. Shareholders should note that after the prescribed time for free exchange of new share certificates, a fee of HK$2.5 per share certificate (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the share registrar for exchange of new share certificates. After 4:10 p.m. on Monday, 19 January 2026, trading will only be in Consolidated Shares, the share certificates for which will be issued in the colour of purple. The share certificates for the Existing Shares in the colour of yellow will continue to remain valid and effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time, but will not be accepted for delivery, trading and settlement purposes.
EXPECTED TIMETABLE
The expected timetable for the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the results of the EGM and satisfaction of the conditions of the Share Consolidation and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.
| Event | Timeline |
|---|---|
| Despatch of the circular, proxy form and notice of the EGM. | on or before |
| Friday, 21 November 2025 | |
| Latest time for lodging transfer documents of the Shares to qualify for attendance and voting at the EGM | 4:30 p.m. on |
| Wednesday, 3 December 2025 | |
| Closure of register of members of the Company to determine the entitlements of the Shareholders to attend and vote at the EGM. | Thursday, 4 December 2025 to |
| Tuesday, 9 December 2025 | |
| (both days inclusive) |
Event
Timeline
Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on
Sunday, 7 December 2025
Record date for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 9 December 2025
Expected time and date of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tuesday, 9 December 2025
Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 9 December 2025
The following events are conditional on the fulfilment of the conditions for the implementation of the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size as set out in this announcement and therefore the dates are tentative:
Effective Date of the Increase in Authorised Share Capital and the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 11 December 2025
Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, 11 December 2025
First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . Thursday, 11 December 2025
Original counter for trading in the Existing Shares in board lots of 70,000 Existing Shares (in the form of existing share certificates for the Existing Shares) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, 11 December 2025
Temporary counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, 11 December 2025
Effective date of the new board lot size of 2,000 Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 December 2025
Original counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of new share certificates for the Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Monday, 29 December 2025
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Event
Timeline
Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 29 December 2025
Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 29 December 2025
Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 19 January 2026
Temporary counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 19 January 2026
Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 19 January 2026
Last day and time for free exchange of existing share certificates for new share certificates for the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 21 January 2026
GENERAL
The EGM will be convened for the Shareholders to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital and the Share Consolidation. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as none of the Shareholders or their associates would have a material interest in the Increase in Authorised Share Capital and the Share Consolidation, no Shareholder is required to abstain from voting on the resolutions relating to the proposed Increase in Authorised Share Capital and the Share Consolidation.
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A circular containing, among other things, further details of the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size, together with the notice convening the EGM and related form of proxy is expected to be sent to the Shareholders on or before Friday, 21 November 2025.
Shareholders and potential investors should take note that the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size are conditional upon satisfaction of their respective conditions. Therefore, the Increase in Authorised Share Capital, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:
"associate(s)" has the same meaning ascribed to it under the Listing Rules
"Board" the board of directors of the Company
"Business Day(s)" means a day (other than a Saturday and a day on which "extreme conditions" is announced by the Government of Hong Kong or a tropical cyclone warning no. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Change in Board Lot Size" the change in board lot size of the Shares for trading on the Stock Exchange from 70,000 Existing Shares to 2,000 Consolidated Shares
"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
"Consolidated Share(s)" ordinary share(s) of HK$0.00175 each in the share capital of the Company immediately after the Share Consolidation becoming effective
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“Director” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation and the matters contemplated thereunder
“Existing Share(s)” ordinary share(s) of HK$0.00005 each in the share capital of the Company prior to the Share Consolidation becoming effective
“General Rules of HKSCC” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“HKSCC Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time in effect
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Increase in Authorised Share Capital” the proposed increase in the authorised share capital of the Company from HK$380,000 divided into 7,600,000,000 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
“Independent Third Party(ies)” any persons or company and their respective ultimate beneficial owner(s) which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquires, are third parties independent of and not connected with the Company and its connected persons (or any of their respective associate)
“Last Trading Day” 14 November 2025, being the last trading day of the Shares on the Stock Exchange before the release of this announcement
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
"Share(s)" the Existing Share(s) and/or the Consolidated Share(s), as the case may be
"Share Consolidation" the share consolidation of every thirty-five (35) issued and unissued Existing Shares of par value of HK$0.00005 each into one (1) Consolidated Share of par value of HK$0.00175 each
"Share Option(s)" the option(s) to subscribe for new Share(s) granted under the Share Option Scheme
"Share Option Scheme" the share option scheme adopted by the Company on 17 November 2016
"Shareholder(s)" holder(s) of issued Share(s) or the Consolidated Share(s) as the case may be
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By order of the Board
CMON Limited
Ng Chern Ann
Chairman, Joint Chief Executive Officer and Executive Director
Singapore, 14 November 2025
As at the date of this announcement, the executive Directors are Mr. Ng Chern Ann, Mr. David Doust and Mr. Koh Zheng Kai; 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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