Zenta Group Co Ltd
For the period ended Nov 28, 2025. Filed Nov 28, 2025.
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Nov 28, 2025 · Filed Nov 28, 2025
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Contents
EX-99.3 · Proxy Form
Proxy Form
| I/We | …………………………………………………………………………………… |
|---|---|
| of | …………………………………………………………………………………… |
being a member/members of the Company and the holder/holders of
…………………………………………………………..…. (number and class of shares)
appoint as my/our proxy, …………………………………………………………..…. of
………………………………………………………………………………………………………………
at the extraordinary general meeting of the Company to be held at Avenida do Infante D. Henrique, No. 47-53A, Macau Square, 13th Floor, Unit M, Macau on December 19, 2025 at 10:00 a.m. (local time).
Please indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.
| PROPOSAL 1 - Share Capital Reorganisation PROPOSAL | For | Against | Abstain | |
| RESOLVED, as an ordinary resolution that, the Company increase, amend and reclassify its authorised share capital with immediate effect by undertaking the following steps: | ☐ | ☐ | ☐ | |
| 1 | increase the authorised share capital from US$50,000 divided into 50,000,000 ordinary shares of par value US$0.001 each to US$1,020,000 divided into 1,020,000,000 ordinary shares of par value US$0.001 each (the Authorised Share Capital Increase); and | |||
| 2 | subject to and immediately following the Authorised Share Capital Increase, re-designate and re-classify its authorised share capital from US$1,020,000 divided into 1,020,000,000 ordinary shares of par value US$0.001 each to US$1,020,000 divided into 1,000,000,000 Class A ordinary shares of par value US$0.001 each (the Class A Ordinary Shares) and 20,000,000 Class B ordinary shares of par value US$0.001 each (the Class B Ordinary Shares) as follows (the Share Capital Reorganisation): | |||
| a) | re-designate and reclassify all the authorised and issued Ordinary Shares in the authorised share capital of the Company held by the existing shareholders of the Company as of the date hereof (except the 6,367,680 Ordinary Shares held by Ng Wai Ian and affiliate), each conferring the holder thereof one (1) vote per Class A Ordinary Share; | |||
| b) | re-designate all the 6,367,680 Ordinary Shares held by Ng Wai Ian and affiliate into 6,367,680 Class B Ordinary Shares, each conferring the holder thereof 50 votes per Class B Ordinary Share; and | |||
| c) | re-designate and reclassify the remaining 994,558,841 authorised but unissued Ordinary Shares in the Company into 994,558,841 Class A Ordinary Shares on a one for one basis, and the remaining authorized but unissued 13,632,320 Ordinary Shares into 13,632,320 Class B Ordinary Shares on a one for one basis. | |||
| PROPOSAL 2 – CHARTER AMENDMENT PROPOSAL | For | Against | Abstain |
|---|---|---|---|
| RESOLVED, as a special resolution that, subject to the Share Capital Reorganisation taking effect, the second amended and restated memorandum and articles of association of the Company, the form of which is attached to this notice as the Appendix (the Second Restated MAA), be adopted in its entirety and in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with effect from date of the special resolution adopting the same. | ☐ | ☐ | ☐ |
| PROPOSAL 3 – SHARE CONSOLIDATION PROPOSAL | For | Against | Abstain |
| RESOLVED, as an ordinary resolution, subject to the Share Capital Reorganisation taking effect and conditional upon the approval of the board of directors of the Company (the Board) in its sole discretion, every issued and unissued shares of the Company (collectively, the Shares) shall, with effect from such date within five calendar years after the conclusion of the Meeting as the Board may determine (the Effective Date), be consolidated at a ratio (the Ratio) within a range of two Shares into one (1) share to 20 Shares into one (1) share, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then existing memorandum and articles of association (the Share Consolidation). | ☐ | ☐ | ☐ |
Dated _________________
Executed by:
………………………...............
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