Full Press Release Details
Venture Drive, #07-06/07 Vision Exchange
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be held on September 11, 2025, at 10:00 p.m. (Local Time)
(or any adjournment or postponement thereof)
the Shareholders of Mobile-health Network Solutions
is hereby given that the Extraordinary General Meeting ("EGM") of the Shareholders of Mobile-health Network Solutions, a
Cayman Islands exempted company (the "Company") will be held on September 11, 2025, at 10:00 p.m. local time (i.e., 10:00
a.m. September 11, 2025, E.T.), and at any adjourned or postponement thereof. Eligible shareholders, as well as duly appointed proxyholders
will be able to attend virtually, participate and vote at the Meeting. The board of directors of the Company has determined to convene
and conduct the EGM in a virtual meeting format. To attend the virtual meeting, you will need to register in advance at https://meeting.vstocktransfer.com/MOBILEHEALTHSEP25.
A Zoom account is required to register. Shareholders will NOT be able to attend the EGM physically in person. This proxy statement includes
instructions on how to access the virtual EGM and how to listen and vote from home or any remote location with Internet connectivity.
Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter will be first
mailed to our shareholders on or about August 25, 2025.
Extraordinary General Meeting is called for the following purposes:
| (i) | 4,214,952 issued Class A Ordinary Shares of a nominal or par value of US$0.000032 each, held by the existing shareholders of the Company be consolidated into 842,990 Class A Ordinary Shares of a nominal or par value of US$0.00016 each, having the rights and being subject to the restrictions set out in the Amended and Restated Memorandum and Articles of Association (as defined below); | |
| (ii) | 777,035,048 authorised but unissued Class A Ordinary Shares of a nominal or par value of US$0.000032 each in the capital of the Company be consolidated into 155,407,010 Class A Ordinary Shares of a nominal or par value of US$0.00016 each, having the rights and being subject to the restrictions set out in the Amended and Restated Memorandum and Articles of Association; | |
| (iii) | 1,459,438 issued Class B Ordinary Shares of a nominal or par value of US$0.000032 each, held by the existing shareholders of the Company be consolidated into 291,888 Class B Ordinary Shares of a nominal or par value of US$0.00016 each, having the rights and being subject to the restrictions set out in the Amended and Restated Memorandum and Articles of Association; and | |
| (iv) | 779,790,562 authorised but unissued Class B Ordinary Shares of a nominal or par value of US$0.000032 each in the capital of the Company be consolidated into 155,958,112 Class B Ordinary Shares of a nominal or par value of US$0.00016 each, having the rights and being subject to the restrictions set out in the Amended and Restated Memorandum and Articles of Association, (collectively, (i) to (iv) above, the " Share Consolidation "), with effect from 23 September 2025. |
US$50,000 divided into 1,562,500,000 Ordinary Shares of nominal or par value of US$0.000032 each, comprising 781,250,000 Class A Ordinary
Shares of nominal or par value of US$0.000032 each and 781,250,000 Class B Ordinary Shares of nominal or par value of US$0.000032 each.
US$50,000 divided into 312,500,000 Ordinary Shares of nominal or par value of US$0.00016 each, comprising 156,250,000 Class A Ordinary
Shares of nominal or par value of US$0.00016 each and 156,250,000 Class B Ordinary Shares of nominal or par value of US$0.00016 each.
Proposal 2: To consider and approve by a special resolution that the existing amended and restated memorandum and articles of association
of the Company be and are hereby replaced in their entirety with a new amended and restated memorandum and articles of association in
the form circulated to the shareholders prior to the meeting to reflect the Share Consolidation, with effect from 23 September 2025.
proxy statement providing information, and a form of proxy to vote, with respect to the foregoing matters accompany this notice. The
Board of Directors of the Company fixed the close of business on August 11, 2025 as the record date (the "Record Date") for
determining the shareholders entitled to receive notice of, to attend virtually and vote at the Meeting or at any adjournment thereof.
The register of members of the Company will not be closed. A list of the shareholders entitled to vote at the Extraordinary General Meeting
may be examined at the Company's offices during the 10-day period preceding the Extraordinary General Meeting.
of record of the Company's ordinary shares as of the Record Date are cordially invited to attend the Extraordinary General Meeting
virtually. Your vote is important. Whether or not you expect to attend the Extraordinary General Meeting, you are urged to complete,
sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than noon (Singapore
time) on the day of the Extraordinary General Meeting to ensure your representation at such meeting. Shareholders who execute proxies
retain the right to revoke them at any time prior to the voting thereof, and may nevertheless vote online at the Extraordinary General
Meeting. Shareholders may obtain a copy of these materials, free of charge, by contacting the Chairman of the Board of Directors of the
Company at Venture Drive, #07-06/07 Vision Exchange, Singapore 608526 ("Principal Executive Office").
| By Order of the Board of Directors, | |
| /s/ Siaw Tung Yeng | |
| Siaw Tung Yeng | |
| Co-Chief Executive Officer | |
| August 25, 2025 |
or not you expect to attend the Extraordinary General Meeting virtually, you are urged to complete, sign, date and return the accompanying
proxy form to ensure your representation at such meeting.
your shares are held in street name, your broker, bank, custodian or other nominee holder cannot vote your shares, unless you direct
the nominee holder how to vote by marking your proxy card.
| Page | |
| Proxy Statement | 1 |
| Questions and Answers about the Extraordinary General Meeting | 2 |
| Proposal 1: To Approve a Share Consolidation | 5 |
| Proposal 2: To Approve the Amended and Restated Memorandum and Articles of Association | 7 |
| Proxy Card | A-1 |
| Form of Amended and Restated Memorandum and Articles of Association of Mobile-health Network Solutions | B-1 |
Venture Drive, #07-06/07 Vision Exchange
GENERAL MEETING OF SHAREHOLDERS
be held on September 11, 2025, at 10:00 p.m. (Local Time)
any adjournment or postponement thereof)
Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board" or the
"Board of Directors") of Mobile-health Network Solutions (the "Company," "we," "us,"
or "our") for the Extraordinary General Meeting of Shareholders on September 11, 2025, at 10:00 p.m. local time (i.e. 10:00
a.m. September 11, 2025 E.T.) and for any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice
of Extraordinary General Meeting ("EGM") of Shareholders. The board of directors of the Company has determined to convene
and conduct the EGM in a virtual meeting format at: https://meeting.vstocktransfer.com/MOBILEHEALTHSEP25. Shareholders
will NOT be able to attend the EGM physically in person. This proxy statement includes instructions on how to access the virtual EGM
and how to listen and vote from home or any remote location with Internet connectivity. Any shareholder giving such a proxy has the power
to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to the Chairman of the Board
of Directors of the Company, at the above stated address. Proxies may be solicited through the mails or direct communication with certain
shareholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation therefor.
the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions
thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified
will be voted in favor of the actions described in this Proxy Statement.
Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and
any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form
will first be mailed or given to the Company's shareholders is on or about August 25, 2025.
have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including the notice of our
Extraordinary General Meeting, this Proxy Statement and a proxy card to Shareholders.
vote is important. Whether or not you expect to attend the Extraordinary General Meeting virtually, you are urged to complete, sign,
date and return the accompanying proxy form as promptly as possible to ensure your representation at such meeting. Shareholders who execute
proxies retain the right to revoke them at any time prior to the voting thereof, and may nevertheless vote online at the Extraordinary
General Meeting. If you hold your shares in street name and wish to vote your shares at the Extraordinary General Meeting, you should
contact your broker, bank, custodian or other nominee holder about getting a legal proxy appointing you to vote your shares.
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
following is information regarding the proxy material, Extraordinary General Meeting and voting is presented in a question and answer
you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your
shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting.
Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your
you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy
holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.
Company intends to mail this proxy statement and accompanying proxy card on or about August 25, 2025 to all shareholders entitled to
vote at the Extraordinary General Meeting.
of Record: Shares Registered in Your Name
you are a shareholder of record, you may vote online at the Extraordinary General Meeting by proxy using the enclosed proxy card.
| to vote online, come to the Extraordinary General Meeting, please follow the instructions on the proxy card provided to you and use the control number on the proxy card as stated; or | ||
| to vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us by 11:59 p.m. ET before the day of the Extraordinary General Meeting, we will vote your shares as you direct. |
Owner: Shares Registered in the Name of a Broker, Bank, Custodian or Other Nominee Holder
you received this proxy statement from your broker, bank, custodian or other nominee holder, your broker, bank, custodian or other nominee
holder should have given you instructions for directing how that person or entity should vote your shares. It will then be your broker,
bank, custodian or other nominee holder's responsibility to vote your shares for you in the manner you direct. Please complete,
execute and return the proxy card in the envelope provided by your broker, bank, custodian or other nominee holder promptly.
the rules of various national and regional securities exchanges, brokers generally may vote on routine matters, such as the ratification
of the engagement of an independent public accounting firm, but may not vote on non-routine matters unless they have received voting
instructions from the person for whom they are holding shares. The proposals are non-routine matters and, consequently, your broker,
bank, custodian or other nominee holder will not have discretionary authority to vote your shares on these matters. If your broker, bank,
custodian or other nominee holder does not receive instructions from you on how to vote on this matter, your broker, bank, custodian
or other nominee holder will return the proxy card to us, indicating that he or she does not have the authority to vote on these matters.
This is generally referred to as a "broker non-vote" and may affect the outcome of the voting.
therefore encourage you to provide directions to your broker, bank, custodian or other nominee holder as to how you want your shares
voted on all matters to be brought before the Extraordinary General Meeting. You should do this by carefully following the instructions
your broker, bank, custodian or other nominee holder gives you concerning its procedures. This ensures that your shares will be voted
at the Extraordinary General Meeting.
are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote
your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker, bank, custodian or other nominee
holder and send that document, along with a completed voting form indicating your vote, to vote@vstocktransfer.com.