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Dmall Inc. — Proxy Solicitation & Information Statement 2025
Apr 30, 2025
50692_rns_2025-04-30_7f92924d-82a1-4694-af8a-f993cd78f037.pdf
Proxy Solicitation & Information Statement
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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)
FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, MAY 23, 2025
I/We (Note1)
of
being the registered holder(s) of ___ share(s) (Note 2) of US$0.0001 each in the capital of the Dmall Inc. (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING, or (Note 3)
of
as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (and any adjournment thereof) of the Company to be held at Floor 8, Block B, Haidian Culture and Art Building, No. 28, Zhongguancun Street, Haidian District, Beijing, China on Friday, May 23, 2025 at 11 a.m. (the “Meeting”) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4):
| Ordinary Resolutions | For (Note 4) | Against (Note 4) | |
|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries (the “Group”) and the reports of the directors of the Company (the “Directors”) and the auditor of the Group for the year ended December 31, 2024. | ||
| 2. | To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors. | ||
| 3. | To re-appoint KPMG as auditor of the Group and to authorise the Board to fix its remuneration. | ||
| 4. | (A) To grant a general mandate to the Directors to allot, issue and deal with additional shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the number of issued shares of the Company (excluding treasury shares of the Company).* | ||
| (B) To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the number of issued shares of the Company (excluding treasury shares of the Company).* | |||
| (C) To extend the general mandate granted to the Directors pursuant to ordinary resolution no.4(A) to allot, issue and deal with shares by adding the number of issued shares repurchased by the Company under ordinary resolution no. 4(B).* | |||
| (D) “That: | |||
| (i) the equity transfer agreement entered into between Dmall (Shenzhen) Digital Technology Co., Ltd. (多點(深圳)數字科技有限公司) (“Dmall (Shenzhen) Digital”) and Beijing Wumart Supermarket Co., Ltd. (北京物美超市有限公司) (“Beijing Wumart”) on 28 March, 2025 (the “Equity Transfer Agreement”), a copy of which is tabled at the meeting and marked as “A” and initialled by the chairman of the meeting for identification purpose, pursuant to which Dmall (Shenzhen) Digital has conditionally agreed to acquire, and Beijing Wumart has conditionally agreed to transfer the 20% equity interest of Dmall Zhilian (Beijing) Technology Co., Ltd. (多點智聯(北京)科技有限公司) at a consideration of RMB47,000,000 in cash (the “Equity Transfer”), and the transactions contemplated thereunder including the Equity Transfer 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 Equity Transfer Agreement and the transactions contemplated thereunder including the Equity Transfer.” |
| Ordinary Resolutions | For (Note 4) | Against (Note 4) | |
|---|---|---|---|
| (E) “That: | (i) the revised annual caps for continuing connected transactions under the framework agreement dated October 10, 2024 entered into by Dmall (Shenzhen) Digital (for itself and on behalf of other members of the Group) and Shanghai Baianju Commercial Operation Management Co., Ltd. (上海百安居商業經營管理有限公司) (for itself and on behalf of the other entities that manage and operate stores bearing the brand of B&T (百安居) in China) to regulate the provision of retail core service cloud solutions and related services by the Group to B&T Entities (the “B&T Framework Agreement”) for the years ending December 31, 2025 and 2026 in the amount of RMB100 million and RMB130 million, respectively (the “Proposed Revised Annual Caps”), and the transactions contemplated thereunder be and are hereby 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 for the B&T Framework Agreement.” |
Dated this __ day of __ 2025
Signature(s) (Note 7): _________
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
- If any proxy other than the chairman of the Annual General Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to tick any or all the boxes will entitle your proxy to cast his votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any amendment of a resolution put to the Meeting.
- Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.
- To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at 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 less than 48 hours before the time for holding the Meeting or any adjournment thereof.
- This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
- In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).
- On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
- Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
- Full text of the resolutions is set out in the notice of Meeting which is contained in the circular of the Company dated April 30, 2025 and despatched to the shareholders of the Company together with this form of proxy.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Tricor Investor Services Limited for the attention of Privacy Compliance Officer at the above address.