Full Press Release Details
Venture Drive, #07-08 Vision Exchange
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
be held on June 8, 2026, at 10 p.m. (Singapore 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 June 8, 2026, at 10 p.m. Singapore time (i.e., 10 a.m. June
8, 2026, E.T.), and at any adjournment 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/MOBILEHEALTHJUNE26.
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 May 18, 2026.
Extraordinary General Meeting is called for the following purposes:
Proposal 1: To consider and approve by an ordinary resolution that:
the Company undertakes a share consolidation whereby:
(i) to (iv) above, the "Share Consolidation"),
effect from June 22, 2026.
pursuant to the Share Consolidation, the authorised share capital of the Company be changed:
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.
US$50,000.00064 divided into 52,083,334 Ordinary Shares of nominal or par value of US$0.00096 each, comprising 26,041,667 Class A Ordinary
Shares of nominal or par value of US$0.00096 each and 26,041,667 Class B Ordinary Shares of nominal or par value of US$0.00096 each.
all fractional entitlements resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company
is authorised to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to
receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation.
Proposal 2: To consider and approve by a special resolution that a new class of ordinary shares (i.e. Class C Ordinary Shares) be created
with ninety (90) votes per share (the "Class C Creation"), such creation to take effect from June 22, 2026, concurrently
with the Share Consolidation.
Proposal 3: To consider and approve by an ordinary resolution, that the authorised share capital of the Company be changed, with effect
from June 22, 2026, immediately after the Share Consolidation and the Class C Creation:
US$50,000.00064 divided into 52,083,334 Ordinary Shares of nominal or par value of US$0.00096 each, comprising 26,041,667 Class A Ordinary
Shares of nominal or par value of US$0.00096 each and 26,041,667 Class B Ordinary Shares of nominal or par value of US$0.00096 each.
US$18,720,000 divided into 19,500,000,000 Ordinary Shares of nominal or par value of US$0.00096 each, comprising 6,500,000,000 Class
A Ordinary Shares of nominal or par value of US$0.00096 each, 6,500,000,000 Class B Ordinary Shares of nominal or par value of US$0.00096
each, and 6,500,000,000 Class C Ordinary Shares of nominal or par value of US$0.00096 each.
"Increase in Authorised Share Capital")
Proposal 4: Subject to approval of the Share Consolidation, the Class C Creation, and the Increase in Authorised Share Capital, 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, among others, the Share Consolidation, the Class C Creation and the Increase in Authorised
proxy statement providing information, and a form of proxy to vote, with respect to the foregoing matters accompanies this notice. The
Board of Directors of the Company fixed the close of business on May 6, 2026 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 48 hours before
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 2 Venture
Drive, #07-08 Vision Exchange, Singapore 608526 ("Principal Executive Office").
| By Order of the Board of Directors, | |
| /s/ Siaw Tung Yeng | |
| Siaw Tung Yeng | |
| Chairman of the Board | |
| May 18, 2026 |
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 Class C Creation | 7 |
| Proposal 3: To Approve the Increase in Authorised Share Capital | 8 |
| Proposal 4: To Approve the Fourth Amended and Restated Memorandum and Articles of Association | 9 |
| Proxy Card | A-1 |
| Form of Fourth Amended and Restated Memorandum and Articles of Association of Mobile-health Network Solutions | B-1 |
Venture Drive, #07-08 Vision Exchange
GENERAL MEETING OF SHAREHOLDERS
be held on June 8, 2026, at 10 p.m. (Singapore 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 ("EGM") on June 8, 2026, at 10 p.m. Singapore
time (i.e., 10 a.m. June 8, 2026, E.T.) and for any adjournment or postponement thereof, for the purposes set forth in the accompanying
notice of Extraordinary General Meeting 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/MOBILEHEALTHJUNE26. 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 favour 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 May 18, 2026.
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 information regarding the proxy material, Extraordinary General Meeting and voting is presented in a question and answer format.
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 May 18, 2026 to all shareholders entitled to vote
at the Extraordinary General Meeting.
the EGM, the holder of each Class A Ordinary Share is entitled to one vote per Class A Ordinary Share on each matter and the holder of
each Class B Ordinary Share is entitled to 10 votes per Class B Ordinary Share on each matter. There are no preferred shares issued and
of Record: Shares Registered in Your Name