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Dmall Inc. — Proxy Solicitation & Information Statement 2025
Nov 19, 2025
50692_rns_2025-11-19_8c51ec9e-023f-4bc7-9211-468ad1bc233e.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.
多点DMALL
Dmall Inc.
多点数智有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 2586)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Dmall Inc. (the "Company") will be held at Floor 15, Block B, Haidian Culture and Art Building, No. 28, Zhongguancun Street, Haidian District, Beijing, China on Tuesday, December 9, 2025 at 9:00 a.m. for the following purposes:
- To consider and, if thought fit, pass with or without modification, the following ordinary resolution:
(i) the revised existing annual caps for continuing connected transactions under the framework agreement entered into between Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) and Wumei Technology (for itself and on behalf of the other group members of Wumei Group) on October 10, 2024 to regulate the provision of retail core service cloud solutions and related services (the "Retail Core Service Cloud Solutions") by the Group to Wumei Group (the "Wumei Retail Core Service Cloud Framework Agreement") for the years ending December 31, 2025 and 2026 in the amount of RMB1,387.4 million and RMB1,795.2 million, respectively (the "Proposed Revised Annual Caps") be and are hereby considered and approved; and
(ii) any one Director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to take all steps necessary and expedient to implement and/or give effect to the Proposed Revised Annual Caps.
By order of the Board
Dmall Inc.
Mr. Curtis Alan Ferguson
Chairman
Hong Kong, November 19, 2025
Registered office:
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
VG 1110, British Virgin Islands
Headquarters:
Floor 15, Block B
Haidian Culture and Art Building
No. 28, Zhongguancun Street
Haidian District
Beijing, China
Principal place of business in Hong Kong:
31/F., Tower Two
Times Square, 1 Matheson Street
Causeway Bay
Hong Kong
Notes:
(i) A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.
(ii) Where there are joint registered holders of any share, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(iii) In order to be valid, the completed form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting (i.e. not later than 9:00 a.m. on Sunday, December 7, 2025) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
(iv) The register of members of the Company will be closed from Thursday, December 4, 2025 to Tuesday, December 9, 2025, both days inclusive, in order to determine the identity of the shareholders who are entitled to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, 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, December 3, 2025. The record date for determining the entitlement of the shareholders to attend and vote at the EGM will be Tuesday, December 9, 2025.
(v) Pursuant to Rule 13.39(4) of the Listing Rules, voting for the resolution set out in this notice will be taken by poll at the above meeting.
(vi) If a Typhoon Signal No. 8 or above is hoisted, or a black rainstorm warning signal is in force at 6:00 a.m. on the date of the meeting, the meeting will be automatically postponed or adjourned. The Company will post an announcement on the Company's website (https://ir.dmall.com/) and the Stock Exchange's website (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting.
As at the date of this notice, the Board comprises (i) Mr. ZHANG Feng as executive Director; (ii) Mr. Curtis Alan FERGUSON, Mr. CHEN Zhiyu and Mr. WANG Zhenghao as non-executive Directors; and (iii) Dr. HOU Yang, Ms. CAI Lin, Dr. MAO Jiye and Mr. LI Wei as independent non-executive Directors.
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