CytoMed Therapeutics Ltd 6-K, filed May 16, 2025
CytoMed Therapeutics Ltd (GDTC)
About this 6-K
CytoMed Therapeutics Ltd filed this 6-K on May 16, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-41677
CytoMed Therapeutics Limited
(Exact name of registrant as specified in its charter)
1 Commonwealth Lane
#08-22
Singapore 149544
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
In connection with the annual general meeting of shareholders of CytoMed Therapeutics Limited (the “Company”), attached hereto and incorporated by reference herein are Notice of Annual General Meeting and Proxy Statement and Form of Proxy Card.
| 2 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Annual Shareholder Meeting and Proxy Statement | |
| 99.2 | Form of Proxy Card |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CytoMed Therapeutics Limited | ||
| Date: May 16, 2025 | By: | /s/ CHOO Chee Kong |
| Name: | CHOO Chee Kong | |
| Title: | Chairman and Director | |
| 4 |
Exhibit 99.1
CytoMed Therapeutics Limited
1 Commonwealth Lane
#08-22
Singapore 149544
PROXY STATEMENT AND NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
| To the shareholders of | May 16, 2025 | |
| CytoMed Therapeutics Limited | Singapore |
To our shareholders:
It is my pleasure to invite you to our Annual General Meeting of Shareholders of CytoMed Therapeutics Limited (the “Company”) on June 26, 2025, at 12:00 P.M., Singapore time (June 26, 2025, at 12:00 A.M., Eastern Time). The meeting will be held at 1 Commonwealth Lane, #08-22, One Commonwealth, Singapore 149544 (the “AGM”).
The matters to be acted upon at the meeting are described in the Notice of Annual General Meeting of Shareholders and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.
| By order of the Board of Directors, | |
| /s/ CHOO Chee Kong | |
| CHOO Chee Kong | |
| Chairman and Director |
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
CytoMed Therapeutics Limited (THE “COMPANY”)
| TIME: | June 26, 2025, at 12:00 P.M., Singapore Time | |
| (June 26, 2025, at 12:00 A.M., Eastern Time) | ||
| PLACE: | 1 Commonwealth Lane, | |
| #08-22, One Commonwealth, | ||
| Singapore 149544 |
The notice of the AGM sets out the business proposed to be conducted at the AGM, which includes both routine and special business, with the mailing record date set as May 12, 2025 and true record date set as June 23, 2025 for purposes of determining eligibility to vote. The notice of AGM includes a form of proxy and voting instruction and is available at the Company’s website at www.cytomed.sg.
The AGM will be held physically, shareholders who are overseas will be able to watch and listen to the proceeding by webcast (“Live AGM Webcast”). Shareholders will also be able to submit questions relating to the items on the Proposals set out in the Notice of AGM in advance of the AGM. In order to be able to watch and listen to the meeting via the Live AGM Webcast and to submit questions in advance, shareholders are required to register in advance of the AGM, by emailing to enquiry@cytomed.sg.
Shareholders wishing to vote are required to complete a form of proxy and voting instruction (contained in the notice of the AGM) to appoint the chairman of the AGM to cast their votes in accordance with their instructions. The form of proxy and voting instruction (contained in the notice of the AGM) must be completed and returned in accordance with the instructions contained therein by June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time) in the case of Beneficial Shareholders whose interests in the Company are reflected on the depository register (or by June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time) in the case of other shareholders).
YOU ARE RECEIVING THIS VOTING INFORMATION ON A MAILING RECORD DATE OF MAY 12, 2025. THE TRUE RECORD DATE FOR THE AGM IS JUNE 23, 2025. THUS, FOR YOUR VOTING INSTRUCTIONS TO BE COUNTED YOU MUST BE A HOLDER AS WELL ON JUNE 23, 2025, OTHERWISE YOUR VOTES WILL NOT COUNT.
The purpose of the AGM is for the Shareholders of the Company to consider and, if thought fit, pass, with or without modifications, the following resolutions:
AS ROUTINE BUSINESS:
Proposal One |
By an ordinary resolution, to receive and adopt the Directors’ Statement, the audited financial statements of the Company for the financial year ended December 31, 2024; | |
| Proposal Two | By an ordinary resolution, to receive and adopt the audited financial statements in relation to Form 20-F for the financial year ended December 31, 2024; | |
| Proposal Three | By an ordinary resolution, to approve the re-election of Dr. ZENG Jieming, who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director; | |
| Proposal Four | By an ordinary resolution, to approve the re-election of Mr. Mark LEONG Kei Wei who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director; | |
| Proposal Five | By an ordinary resolution, to approve the re-election of Prof. LOH Yuin Han who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director; | |
Proposal Six |
By an ordinary resolution, to ratify the appointment of WWC, P.C., as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025 and that the Directors be empowered to fix the auditors’ remuneration in their absolute discretion; | |
| Proposal Seven | By an ordinary resolution, to ratify the appointment of KE Trust PAC as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025 and that the Directors be empowered to fix the auditors’ remuneration in their absolute discretion; |
Proposal Eight |
By an ordinary resolution, to approve payment of Directors’ fees of US$70,000 for the financial year ending December 31, 2025. | |
| Proposal Nine | By an ordinary resolution, to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, Proposal Ten, and Proposal Eleven. |
AS SPECIAL BUSINESS:
Proposal Ten |
By an ordinary resolution, to resolve that: |
| (a) | Pursuant to Section 161 of the Singapore Companies Act 1967 (the “Singapore Companies Act”) the Directors be and are hereby authorized to issue such number of new ordinary shares in the capital of the Company as may be approved by the board of Directors (the “Board”), such shares to rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company in connection with the initial public offering of the Company at the price(s) to be determined by the Board and on such terms and conditions as the Board may at any time and from time to time think fit and allot the same to such members of the public and/or private places who shall have applied for the shares in connection with the admission of the Company to Nasdaq, as the Board may decide. | ||
| (b) | Pursuant to Section 161 of the Companies Act 1967 and all applicable laws (including but not limited to the listing rules of Nasdaq (the “Nasdaq Listing Rules”)), the Directors be and are hereby authorized to: (a) (i) issue (in addition to the new ordinary shares referred to in paragraph (a) above) new ordinary shares whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively “Instruments”) that might or would require new ordinary shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into new ordinary shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and (b) (notwithstanding this authorization conferred may have ceased to be in force) issue new ordinary shares in pursuance of any Instruments made or granted by the Directors while this authorization was in force, provided that: | ||
| (1) | the aggregate number of new ordinary shares to be issued pursuant to such authority (including new ordinary shares to be issued in pursuance of the Instruments, made or granted pursuant to this authorization but excluding new ordinary shares which may be issued pursuant to any adjustments (“Adjustments”) effected under any relevant Instrument, which Adjustments shall be made in compliance with all applicable laws (including the Nasdaq Listing Rules) for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; | ||
| (2) | in exercising such authority, the Company shall comply with all applicable laws, including the provisions of the Act, the Nasdaq Listing Rules for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; and | ||
| (3) | unless revoked or varied by the Company in a general meeting by ordinary resolution, such authority shall continue in force until (i) the conclusion of the next annual general meeting of the Company or (ii) the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier. | ||
| Proposal Eleven | By a special resolution, alter Regulation 63(1) of the Constitution to remove the requirement to publish notice of general meetings in the daily press. |
NOTES REGARDING THE PROPOSED RESOLUTIONS
Per the Constitution of the Company, ordinary resolution in relation to Proposal One through Nine inclusive, are routine business to be transacted at the AGM.
| (i) | Proposal One covers the Singapore statutory financial statements which were prepared in conformity with the provisions of the Singapore Companies Act and will be made available to the shareholders on the Company’s website at www.cytomed.sg on and from June 11, 2025, being not less than fourteen days before the date of the AGM, as required under the Singapore Law. |
| (ii) | Proposal Two covers the audited financial statements for financial year ended December 31, 2024, which was included in the Form 20-F filed by the Company on April 28, 2025. |
| (iii) | Proposal Three to Five covers the Directors who are required to retire at the AGM of the Company pursuant to Regulation 117 of the Constitution of the Company, which requires that at each AGM one-third of the Company’s Directors (or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors) are required to retire from office by rotation and then, pursuant to Regulation 118 of the Constitution, shall be eligible for re-election at the AGM. Set forth below is a brief biography of Dr. ZENG Jieming, Mr. Mark LEONG Kei Wei, and Prof. LOH Yuin Han, who will be standing for re-election as Directors at the AGM, to serve a term expiring at the next annual general meeting of shareholders or until his successor is duly elected and qualified. |
| (iv) | Proposal Six and Seven deals with the re-appointment of the independent auditors, WWC, P.C. and KE Trust PAC, who has served as the Company’s statutory Auditors for the financial year December 31, 2024. The Audit Committee has approved and recommended to the Board the re-appointment of WWC, P.C. and KE Trust PAC as the Company’s statutory Auditors for the financial year ending December 31, 2025 and to perform other appropriate services. As a result, the Board has approved, subject to the shareholders’ approval, the re-appointment of WWC, P.C. and KE Trust PAC and, pursuant to Section 205(16) of the Singapore Companies Act, the Directors request shareholders to empower them to fix the auditors’ remuneration in their absolute discretion. |
| (v) | Proposal Eight will allow the Company to pay director’s fees of US$70,000 for services rendered by the Directors for the financial year ending December 31, 2025.
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| (vi) | Proposal Nine is to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, Proposal Ten, and Proposal Eleven.
|
Per the Constitution of the Company, the ordinary and special resolutions in relation to Proposals Ten and Eleven is special business to be transacted at the AGM.
| (vii) | Proposal Ten is to authorize the Directors to issue ordinary shares and make or grant offers, agreements or options that might or would require the issuance of ordinary shares. If this resolution is approved, the authorization would be effective from the date of the AGM until (i) the conclusion of the next annual general meeting of the Company or (ii) the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier. |
| (viii) | Proposal Eleven is to alter Regulation 63(1) of the Constitution to remove the requirement to publish notice of general meetings in the daily press. |
DEFINITIONS
For purposes of this Notice (including the Form of Proxy and Voting Instruction) the following definitions are used.
Beneficial Shareholders: are persons or entities holding their interests in the Company’s shares as, or through, a participant in the Depository Trust Company, or DTC, in book entry form at a broker, dealer, securities depository or other intermediary and who are reflected in the books of such intermediary; also commonly referred to in the United States as “street name holders”.
Shareholder of Record: a person or entity whose name is reflected in the Company’s register of members as of May 12, 2025, and who is not necessarily a Beneficial Shareholder.
MEETING TO BE HELD PHYSICALLY
The AGM will be held physically, shareholders who are overseas will be able to watch and listen to the proceeding by Live AGM Webcast. Shareholders are reminded that the AGM proceedings are private. Accordingly, Shareholders must not forward the abovementioned email instructions to other persons who are not members and who are not entitled to attend the AGM. This is also to avoid any technical disruptions or overload to the Live AGM Webcast.
Shareholders will also be able to submit questions relating to the items on the Proposals set out in the Notice of AGM in advance of the AGM. In order to be able to watch and listen to the meeting and to submit questions in advance, shareholders are required to register in advance of the AGM, by emailing to enquiry@cytomed.sg. The Notice of AGM, Proxy Form and the Company’s Annual Report 2024 are available on the Company’s website at www.cytomed.sg and the U.S. Securities and Exchange Commission website at http://www.sec.gov. A shareholder (whether individual or corporate) may vote by appointing the Chairman of the meeting as his/her/its proxy to vote on his/her/its behalf at the AGM.
| WHO MAY VOTE: | You may vote if you were a shareholder of record on May 12, 2025 and continue to be a shareholder of record through June 23, 2025. | |
| ANNUAL REPORT: | A copy of our 2024 Annual Report on Form 20-F (the “Annual Report”) is available on at the SEC’s website at http://www.sec.gov. | |
| DATE OF MAILING: | This notice and the proxy statement are first being mailed to shareholders on or about May 16, 2025. |
| By order of the Board of Directors, | |
| /s/ CHOO Chee Kong | |
| CHOO Chee Kong | |
| Chairman and Director |
ABOUT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
What am I voting on?
You will be voting on the following:
| Proposal One | By an ordinary resolution, to receive and adopt the Directors’ Statement, the audited financial statements of the Company for the financial year ended December 31, 2024; | |
| Proposal Two | By an ordinary resolution, to receive and adopt the audited financial statements in relation to Form 20-F for the financial year ended December 31, 2024; | |
| Proposal Three | By an ordinary resolution, to approve the re-election of Dr. ZENG Jieming, who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director; |
| Proposal Four | By an ordinary resolution, to approve the re-election of Mr. Mark LEONG Kei Wei who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director; | |
| Proposal Five | By an ordinary resolution, to approve the re-election of Prof. LOH Yuin Han who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director; |
Proposal Six |
By an ordinary resolution, to ratify the appointment of WWC, P.C., as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025 and that the Directors be empowered to fix the auditors’ remuneration in their absolute discretion; | |
| Proposal Seven | By an ordinary resolution, to ratify the appointment of KE Trust PAC as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025 and that the Directors be empowered to fix the auditors’ remuneration in their absolute discretion; | |
Proposal Eight |
By an ordinary resolution, to approve payment of Directors’ fees of US$70,000 for the financial year ending December 31, 2025; | |
| Proposal Nine | By an ordinary resolution, to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, Proposal Ten and Proposal Eleven. | |
Proposal Ten |
By an ordinary resolution, to authorize the Directors to issue ordinary shares and make or grant offers, agreements or options that might or would require the issuance of ordinary shares. If this resolution is approved, the authorization would be effective from the date of the AGM until (i) the conclusion of the next annual general meeting of the Company or (ii) the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier. | |
| Proposal Eleven | By a special resolution, to alter Regulation 63(1) of the Constitution to remove the requirement to publish notice of general meetings in the daily press. | |
Who is entitled to vote?
You may vote if you owned ordinary shares of the Company as of the close of business on May 12, 2025, and continue to hold those shares through June 23, 2025, which we refer to as the mailing record date and true record date, respectively. Each ordinary share is entitled to one vote. As of the May 12, 2025, we had 11,540,000 ordinary shares issued and outstanding.
Basis of voting
Votes shall be taken on a poll with one vote for each share. In respect of both the routine business and the special business, in order for a resolution to be passed, more than 50% of the eligible votes cast on the resolution must be in favor of the resolution. Whilst shares for which an abstention from voting has been recorded are counted toward the quorum of the meeting, the calculation of the percentage of votes cast in favor of the resolution disregards abstained votes. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
How do I vote before the Annual General Meeting?
Shareholders will not be able to vote through the Live AGM Webcast on the Proposals to be tabled for approval at the AGM. Shareholders who wish to exercise their votes must submit a Proxy Form to appoint the Chairman of the AGM to cast votes on their behalf. If you are a shareholder of record, meaning that you hold your shares in certificate form, you have the following voting options:
To vote by Internet
1) Visit www.proxyvote.com or scan the QR code on your voting card.
To vote by Telephone
1) Call the telephone number on your voting card or email.
To vote by Mail
1) Check the appropriate boxes on the voting instruction form
2) Sign, date, and return your voting card in the enclosed envelope.
If you vote via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card. If you vote via the internet, do not return your proxy card.
If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.
Please note that the latest we will accept voting is on June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time).
Can I change my mind after I return my proxy?
You may change your vote at any time before the polls close at the conclusion of voting at the Annual General Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the Annual General Meeting, (2) voting again over the Internet prior to the time of the Annual General Meeting, or (3) voting at the Annual General Meeting.
What if I return my proxy card but do not provide voting instructions?
Proxies that are signed and returned but do not contain instructions will be voted “FOR” Proposal One, Two, Three, Four, and Five, in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual General Meeting.
What does it mean if I receive more than one proxy card or instruction form?
It indicates that your ordinary shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.
How many votes must be present to hold the Annual General Meeting?
Your shares are counted as present at the Annual General Meeting if you attend the Annual General Meeting and vote in person or if you properly return a proxy by internet or mail. In order for us to conduct our Annual General Meeting, at least two shareholders must be present in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual General Meeting. If a quorum is not present or represented, the chairman of the Annual General Meeting may, with the consent of the Annual General Meeting, adjourn the Annual General Meeting from time to time, without notice other than announcement at the Annual General Meeting, until a quorum is present or represented.
How many votes are needed to approve the Company’s proposals?
Proposal One. The adoption of the Directors’ Statement, the audited financial statements of the Company for the financial year ended December 31, 2024; This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Two. The adoption of the audited financial statements in relation to Form 20-F for the financial year ended December 31, 2024; This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Three. By an ordinary resolution, to approve the re-election of Dr. ZENG Jieming, who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director;
Proposal Four. By an ordinary resolution, to approve the re-election of Mr. Mark LEONG Kei Wei who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director;
Proposal Five. By an ordinary resolution, to approve the re-election of Prof. LOH Yuin Han who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director;
Proposal Six. The ratification of auditor, WWC, P.C. This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Seven. The ratification of auditor, KE Trust PAC. This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Eight. The Directors’ fees of US$70,000 for financial year ending December 31, 2025. This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Nine. The adjournment of the Annual General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval for Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, Proposal Ten and Proposal Eleven. This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Ten. The authorization of the Directors to issue ordinary shares and make or grant offers, agreements or options that might or would require the issuance of ordinary shares. This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
Proposal Eleven. The alteration of Regulation 63(1) of the Constitution to remove the requirement to publish notice of general meetings in the daily press. This proposal requires affirmative (“FOR”) votes of three-fourths of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting.
What are Abstentions and Broker Non-Votes?
All votes will be tabulated by the inspector of election appointed for the Annual General Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. An abstention is the voluntary act of not voting by a shareholder who is present at the Annual General Meeting and entitled to vote. A broker “non-vote” occurs when a broker nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power for that particular item and has not received instructions from the beneficial owner. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon at the Annual General Meeting. If you do not give your broker or nominee specific instructions regarding such matters, your proxy will be deemed a “broker non-vote.”
The question of whether your broker or nominee may be permitted to exercise voting discretion with respect to a particular matter depends on whether the particular proposal is deemed to be a “routine” matter and how your broker or nominee exercises any discretion they may have in the voting of the shares that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholder, such as mergers, shareholder proposals, elections of directors (even if not contested), executive compensation (including any advisory shareholder votes on executive compensation and on the frequency of shareholder votes on executive compensation), and certain corporate governance proposals, even if management-supported.
For any proposal that is considered a “routine” matter, your broker or nominee may vote your shares in its discretion either for or against the proposal even in the absence of your instruction. For any proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the shares will be treated as broker non-votes. “Broker non-votes” occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Broker non-votes will not be considered to be shares “entitled to vote” on any “non-routine” matter and therefore will not be counted as having been voted on the applicable proposal. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the proposals in this proxy statement, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.
Abstentions and broker non-votes are not counted as votes cast on an item and therefore will not affect the outcome of any proposal presented in this proxy statement. Abstention and broker non-votes, if any, will be counted for purposes of determining whether there is a quorum present at the Annual General Meeting.
Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on Proposal Ten and Eleven because each is considered a non-routine matter. Proposal One to Proposal Nine are considered to be routine matters and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the shares in your account for Proposal, brokers will be permitted to exercise their discretionary authority to vote for the approval of such proposal.
Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual General Meeting.
SHAREHOLDER PARTICIPATION IN THE AGM
Shareholders can submit their questions in advance of the AGM in relation of the resolutions set out in the Notice of AGM by email to enquiry@cytomed.sg
All questions submitted in advance of the AGM must be received by June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time).
Shareholders (including CPF and SRS members) who wish to submit their questions by post or by email are required to indicate their full name (for individuals)/company name (for corporates), NRIC/passport number/company registration number, contact number, shareholding type and number of shares held together with their submission of questions, to the office address or email address provided. Persons who hold Shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967), other than CPF and SRS Investors, should contact their respective relevant intermediaries through which they hold such Shares to submit their questions related to the resolutions to be tabled for approval at the AGM based on the abovementioned instructions.
The Company will endeavor to address all substantial and relevant questions received from members prior to and on the day of the AGM by publishing their responses posted on the U.S. Securities and Exchange Commission website and the Company’s website. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.
The result of the AGM will be published on the U.S. Securities and Exchange Commission website and the Company’s website after the AGM concludes.
Shareholders who wish to exercise their voting rights at the AGM may (where such members are individuals or corporates) appoint the Chairman of the AGM as their proxy to vote on their behalf at the AGM.
CUT-OFF TIMES
Submission of votes on a “Form of Proxy and Voting Instruction”
For submission of your “Form of Proxy and Voting Instruction” – by June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time).
Submission of questions to the Company
For submission by email to the Company of questions to be raised at the AGM – by June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time).
PERSONAL DATA
By participating in the AGM (through pre-registration, submitting details for the registration to observe the proceedings of the AGM via the Live AGM Webcast, attendance or the submission of any questions to be raised at the AGM) and/or any adjournment thereof, submitting an instrument appointing a proxy and/or any adjournment thereof or submitting any details of the shareholder’s representative(s) in connection with the AGM, a shareholder of the Company (whether a Beneficial Shareholder or a Shareholder of Record) (i) consents to the collection, use and disclosure of the shareholder’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s representative(s) to the Company (or its agents), the shareholder has obtained the prior consent of representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such representative(s) for the Purposes, and (iii) agrees that the shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.
FORWARD-LOOKING STATEMENTS
This notice contains forward-looking statements concerning future events. These forward-looking statements are necessarily estimates and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by the Company at the time these statements were made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. Actual results may differ materially from those expressed or implied by such forward looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward- looking statements include the factors set out in the Company’s filings with the SEC. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this notice or to reflect the occurrence of unanticipated events
BY ORDER OF THE BOARD
CytoMed Therapeutics Limited
(Company Registration No. 201808327H)
| /s/ CHOO Chee Kong | |
| CHOO Chee Kong | |
| Chairman and Director |
Date: May 16, 2025
CORPORATION INFORMATION
| Registered Office | Company Secretary |
| 1 Commonwealth Lane | Tan Zi Jing, Clara |
| #08-22 | 30 Cecil Street #10-01/02 |
| One Commonwealth | Prudential Tower |
| Singapore 149544 | Singapore 049712 |
| Place of incorporation: Singapore | |
| Date of incorporation: March 9, 2018 | |
| Website: www.cytomed.sg | |
| Transfer Agent | |
| Vstock Transfer, LLC | |
| 18 Lafayette Place | |
| Woodmere, NY 11598 | |
| USA Tel: +1(212)828-8436 | |
| Email: action@vstocktransfer.com | |
| United States Proxy Agent | |
| Broadridge Financial Solutions, Inc. | |
| 605 Third Ave, | |
| New York, NY | |
| 10158, USA | |
| Tel: +1 (631) 254 7067 |
PROPOSAL ONE
BY AN ORDINARY RESOLUTION, TO RECEIVE AND ADOPT THE DIRECTORS’ STATEMENT, THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024
(ITEM 1 OF THE PROXY CARD)
Background
We are proposing the receipt and adoption of the Directors’ Statement and the audited financial statements of the Company for the financial year ended December 31, 2024. The audited financial statements are in reference to the Singapore Statutory Financial Statements which were prepared in conformity with the provisions of the Singapore Companies Act. Although the Company’s governing documents do not require the submission of this matter to shareholders, the Board of Directors considers it desirable that the adoption of the Director’s Statement and the audited financial statements of the Company be ratified by shareholders.
Vote Required
This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL TWO
BY AN ORDINARY RESOLUTION, TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS IN RELATION TO FORM 20-F FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024
(ITEM 2 OF THE PROXY CARD)
Background
We are proposing the receipt and adoption of the audited financial statements of the Company for the financial year ended December 31, 2024 in relation to Form 20-F. The audited financial statements are in reference to the Singapore Statutory Financial Statements which were prepared in conformity with the provisions of the Singapore Companies Act.
Vote Required
This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL THREE TO FIVE
BY ORDINARY RESOLUTIONS, TO APPROVE THE RE-ELECTION OF DR. ZENG JIEMING, MR. MARK LEONG KEI WEI, AND PROF. LOH YUIN HAN, WHO ARE RETIRING BY ROTATION PURSUANT TO REGULATION 117 OF THE CONSTITUTION OF THE COMPANY AND WHO, BEING ELIGIBLE, OFFERS THEMSELVES FOR RE-ELECTION AS DIRECTORS, TO SERVE A TERM EXPIRING AT THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED.
(ITEMS 3 TO 5 OF THE PROXY CARD)
Background
Our Board of Directors currently consists of 6 Directors, Mr. CHOO Chee Kong, Dr. ZENG Jieming, Prof. LOH Yuin Han, Dr. YEW Chak Hua, Mr. Mark LEONG Kei Wei, and Dr. TOH Keng Kiat. At the Annual General Meeting, the shareholders will vote on the re-election of Dr. ZENG Jieming, Mr. Mark LEONG Kei Wei, and Prof. LOH Yuin Han. Pursuant to Regulation 117 of the Company’s Constitution, one-third of the Directors on the Board of Directors will be up for re-election at the next Annual General Meeting of shareholders, at which time shareholders will vote on the election and qualification of their successors.
All shares duly voted will be voted for the election of directors as specified by the shareholders. No proxy may be voted for more people than the number of nominees listed below. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of each of the nominees named below, all of whom are presently directors. If any nominee is unable or declines to serve as a director at the time of the Annual General Meeting, although we know of no reason to anticipate that this will occur, the proxies will be voted for any nominee designated by the present Board to fill the vacancy.
The following paragraphs set forth information regarding the current ages, positions, and business experience of the nominees.
Dr. ZENG Jieming, M.D., Ph.D. (52), is one of our scientific founders. He was appointed to the Board on April 18, 2023. He has served as our Chief Scientific and Medical Officer overseeing the product development and manufacturing as well as the clinical trial application since August 2019. Equipped with over 20 years of research experience and in-depth knowledge in the field, he has dedicated himself to translating the Company’s platform technologies into clinical applications and therapeutics. Prior to joining CytoMed, he has been working as a research scientist in the A*STAR, Singapore from June 2004 until July 2019. He has been the key scientist of several research projects and the lead authors of 11 original research articles, for which he both carried out and led the research as well as wrote and published the papers. His research has been focused on developing efficient non-viral and viral vectors for gene therapy (Zeng, et al. J Gene Med 6: 1247, 2004; Zeng, et al. Biomaterials 26: 679, 2005; Zeng, et al. Biomaterials 28: 1443, 2007; Zeng, et al. Stem Cells 25: 1055, 2007; Zeng, et al. Molecular Therapy 17: 1585, 2009; Du, Zeng et al. J Biosci Bioeng 109: 1, 2010) as well as developing novel cancer immunotherapies from human pluripotent stem cells (“hPSCs”), including human embryonic stem cells (“hESCs”) and induced pluripotent stem cells (“iPSCs”) (Zeng, et al. The Journal of Immunology 188: 4297, 2012; Zeng, et al. Stem Cells Transl Med 3: 69, 2014; Zeng, et al. Scientific Reports 5: 15262, 2015; Zeng, et al. Stem Cell Reports 9: 1796, 2017; Zeng, et al. PLoS One 14: e02168152019). During his 15-year stint in A*STAR, he successfully generated dendritic cells for cancer vaccination and NK cells for adoptive cell transfer from hPSCs (Zeng, et al. The Journal of Immunology 188: 4297, 2012; Zeng, et al. Stem Cells Transl Med 3: 69, 2014; Zeng, et al. Scientific Reports 5: 15262, 2015; Zeng, et al. Stem Cell Reports 9: 1796, 2017). These hPSC-based immune cell technologies open a new frontier in the development of cell-based cancer immunotherapy. In 2017, he has invented an iPSC-based technology to produce a novel type of synthetic immune cells, γδ NKT cells to recognize and kill a wide range of cancers (Zeng, et al. PloS One 14: e02168152019) and the technology has been licensed to us in 2018. Dr. Zeng received his Ph.D. from National University of Singapore (Singapore) in 2004 and M.D. from Sun Yat-Sen University (China) in 1996.
Mr. Mark LEONG Kei Wei (49) was appointed to our Board on April 18, 2023. Also on April 18, 2023, he was appointed as the Audit Committee financial expert, Chair of the Audit Committee and Chair of the Compensation Committee. He presently serves as an independent director and audit committee chairman of four SGX-ST listed companies - LMIRT Management Ltd (SGX-ST stock code: D5IU), the manager of Lippo Malls Indonesia Retail Trust, HS Optimus Holdings Limited (SGX-ST stock code: 504), mDR Limited (SGX-ST stock code: Y3D) and 9R Limited (SGX-ST stock code: 1Y1). He also serves on an ASX listed company - as an executive chairman of Osteopore Limited (ASX stock code: OSX). From April 2023 to December 2023, he was the executive chairman of Lifebrandz Ltd (SGX-ST stock code: 1D3). From March 2021 to April 2023, he was a director of a financial advisory services firm Auspac Financial Advisory Pty Ltd in Australia, and a director of its Singapore subsidiary Auspac Management Services Pte Ltd since September 2021. Mr. Leong was the Chief Operating Officer of SBI Offshore Limited (SGX-ST stock code: 5PL), a company in the Oil & Gas industry from November 2017 to August 2020. Prior to this, he was a director of Pulai Mining Sdn Bhd, an exploration and mining company, from January 2016 to February 2017. From May 2012 to March 2013, he held the role of Vice President (Finance and Investment) of a family office, Colossus Holdings Pte Ltd. From January 2010 to April 2012, Mr. Leong held the dual role of Chief Development Officer and Deputy Chief Executive Officer of Atos Wellness Ltd (ASX stock code: ATW). Between 2002 and 2009, he undertook Chief Financial Officer roles in two SGX-ST listed companies, Westcomb Financial Group Limited (SGX-ST stock code: 5EC) and a subsidiary within Swiber Holdings Ltd (SGX-ST stock code: BGK). Prior to that, he was a senior auditor with KPMG from August 1999 to October 2001. Mr. Leong is a Fellow of the Association of Chartered Certified Accountants (“ACCA”), a Chartered Accountant of the Institute of Singapore Chartered Accountants (“ISCA”) and a Member of the Singapore Institute of Directors (“SID”).
Prof. LOH Yuin Han, Ph.D. (48) was appointed to our Board and its Nominating and Corporate Governance Committee on April 18, 2023. He has served as a Deputy Executive Director and Research Director at A*STAR’s IMCB since April 2023, where he also serves as the Division Director overseeing research in Cell Therapies. Concurrently, he is a Professor (Adjunct) at the NUS Yong Loo Lin School of Medicine, National University of Singapore (NUS) Faculty of Science and NUS Graduate School of Integrative Sciences and Engineering starting from July 2018. Prior to joining IMCB, Prof. Loh was a Postdoctoral fellow at the Harvard Medical School, Boston Children’s Hospital, Division of Pediatric Hematology and Oncology from July 2018 to July 2011. There he was trained under the tutelage of Dr. George Q. Daley, one of the first scientists to successfully convert human skin cells to iPSCs. Prof. Loh’s research focuses on dissecting the mechanisms regulating cell fate changes and developing novel tools for the use of stem cells in clinical cell-based therapies. He was the first in the world to describe the regulatory factors which play essential roles in maintaining the self-renewal and pluripotency of embryonic stem cells (Loh et al. Nature Genetics. 2006), and uncovered the method to reverse the cell fate of human blood cells into reprogrammed stem cells (Loh et al. Cell Stem Cells. 2010), which facilitated the modelling of congenital and somatic hematologic diseases using iPSCs (Agarwal S and Loh YH et al. Nature 2010). He was part of the team which demonstrated the use of synthetic mRNA to reprogramming human fibroblast cells (Warren et al. Cell Stem Cells 2010). The work was selected as one of the Top 10 breakthroughs of the year by Science journal, and the technology was spun off as Moderna Therapeutics. In recent years, his group pioneered the discoveries of endogenous retro-element (Yang et al. Cell 2015) and histone chaperones (Fang et al. Nature Communications 2018) as guardians of embryonic stem cell fates. Prof. Loh’s publications are highly regarded by the research community, and have been cited close to 23,800 times by peers worldwide. His research work has earned him several prestigious national and international accolades including the International Society for Stem Cell Research (ISSCR) Public Service Award 2025, Sigma Xi Scientific Research Honor Society Fellowship 2024, Guest Professorship of Nankai University 2025, Singapore Public Administration Medal (Bronze) 2023, National Research Foundation Investigatorship Award 2018, Stem Cell Society Singapore Young Investigator Award 2015, World Technology Network Fellowship (Biotechnology) 2012, MIT TR35 Asia Pacific Award 2012, A*STAR Investigatorship Research Award 2011, Singapore Youth Award for Science and Technology 2010 (The highest accolade for youth under 35 year old), Singapore National Academy of Science Young Scientist Award 2009, and Quest Technology Award 1997. He serves on both the International and the Education Committee of the International Society for Stem Cell Research (ISSCR) since January 2018, the Executive Council for the Singapore Association for the Advancement of Science (SAAS) since 2013, and the President of the Stem Cell Society Singapore (SCSS) since 2022. From 2003 to 2008, Prof. Loh did his Ph.D. study as a pioneer batch of A*STAR Graduate Scholar at the NUS Graduate School of Integrative Sciences and Engineering, and was awarded the Philip Yeo Award (prize money contributed by Nobel Laureate Sydney Brenner) for the best publication. Prof. Loh studied Biology and graduated with B.Sc. 1st Class Honours in 2003 from the National University of Singapore (Singapore), where he was awarded the HSBC Scholarship.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has any been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion in “Related Party Transactions” in our Annual Report, our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Board Leadership Structure
Mr. Choo Chee Kong serves as the Chairman of the Board of Directors. As a smaller public company, we believe it is in the company’s best interest to allow the company to benefit from guidance from key members of management in a variety of capacities. We do not have a lead independent director and do not anticipate having a lead independent director because we will encourage our independent directors to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because we are a relatively small public company.
Vote Required
This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL SIX
BY AN ORDINARY RESOLUTION, TO RATIFY THE APPOINTMENT OF WWC, P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2025, AND THAT THE DIRECTORS BE EMPOWERED TO FIX THE AUDITORS’ RENUMERATION IN THEIR ABSOLUTE DISCRETION.
(ITEM 6 ON THE PROXY CARD)
Background
Pursuant to Regulation 65 of the Company’s Constitution, our shareholders must approve the Company’s appointment or re-appointment of the Auditor, as well as the remuneration of the Auditor or the manner in which such remuneration is to be fixed. We are proposing to ratify the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025. The Audit Committee of the Board of Directors has appointed WWC, P.C. to serve as the Company’s financial year 2025 independent registered public accounting firm.
Audit services to be provided by WWC, P.C. for the financial year 2025 will include the examination of the consolidated financial statements of the Company and services related to periodic filings made with the SEC.
A representative of WWC, P.C. is not expected to be present at the Annual General Meeting and therefore will not (i) have the opportunity to make a statement if they so desire or (ii) be available to respond to questions from shareholders.
If the appointment of WWC, P.C. is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.
Vote Required
This Proposal requires affirmative (“FOR”) votes of a majority of votes cast by shareholders present or represented by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL SEVEN
BY AN ORDINARY RESOLUTION, TO RATIFY THE APPOINTMENT OF KE TRUST PAC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2025, AND THAT THE DIRECTORS BE EMPOWERED TO FIX THE AUDITORS’ RENUMERATION IN THEIR ABSOLUTE DISCRETION.
(ITEM 7 ON THE PROXY CARD)
Background
Pursuant to Regulation 65 of the Company’s Constitution, our shareholders must approve the Company’s appointment or re-appointment of the Auditor, as well as the remuneration of the Auditor or the manner in which such remuneration is to be fixed. We are proposing to ratify the appointment of KE Trust PAC as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025. The Audit Committee of the Board of Directors has appointed KE Trust PAC to serve as the Company’s financial year 2025 independent registered public accounting firm.
Audit services to be provided by KE Trust PAC for the financial year 2025 will include the examination of the consolidated financial statements of the Company and services related to periodic filings made with the SEC.
A representative of KE Trust PAC is not expected to be present at the Annual General Meeting and therefore will not (i) have the opportunity to make a statement if they so desire or (ii) be available to respond to questions from shareholders.
If the appointment of KE Trust PAC is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.
Vote Required
This Proposal requires affirmative (“FOR”) votes of a majority of votes cast by shareholders present or represented by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL EIGHT
BY AN ORDINARY RESOLUTION, TO APPROVE PAYMENT OF DIRECTORS’ FEES OF US$70,000 FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2025.
(ITEM 8 OF THE PROXY CARD)
Background
Pursuant to Regulation 65 of the Company’s Constitution, our shareholders must approve the compensation we pay to our directors for services rendered in their capacity as directors. Subject to his re-election, Prof. LOH Yuin Han has waived his compensation as a director for the financial year ending December 31, 2025. We are now asking our shareholders to approve payments to our Board of Directors for the financial year ending December 31, 2025, amounting to US$70,000.
We believe the authorizations requested in this Proposal Six will benefit our shareholders by enabling us to attract and retain qualified individuals to serve as members of our Board and to continue to provide advice to, and independent oversight of, management.
Vote Required
This proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL NINE
BY AN ORDINARY RESOLUTION, TO ADJOURN THE ANNUAL GENERAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF PROPOSAL ONE, PROPOSAL TWO, PROPOSAL THREE, PROPOSAL FOUR, PROPOSAL FIVE, PROPOSAL SIX, PROPOSAL SEVEN, PROPOSAL EIGHT, PROPOSAL TEN AND PROPOSAL ELEVEN.
(ITEM 9 ON THE PROXY CARD)
General
Proposal Nine, if adopted, will allow the Board to adjourn the Annual General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, Proposal Ten and Proposal Eleven.
If Proposal Nine is not approved by our shareholders, the Board may not be able to adjourn the Annual General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, and Proposal Eight, Proposal Ten and Proposal Eleven.
Vote Required
This proposal requires affirmative (“FOR”) votes of at least a majority of votes cast by shareholders present or represented by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL TEN
THE AUTHORIZATION OF THE DIRECTORS OF THE COMPANY TO ISSUE NEW ORDINARY SHARES OR TO MAKE OR GRANT OFFERS WHICH MAY REQUIRE NEW ORDINARY SHARES TO BE ISSUED.
(ITEM 10 OF THE PROXY CARD)
Background
The Company is proposing to authorize the Board of Directors to issue such number of new ordinary shares in the capital of the Company as may be approved by the board of Directors in connection with the initial public offering of the Company at the price(s) to be determined by the Board and on such terms and conditions as the Board may at any time and from time to time think fit, as well as issue new ordinary shares whether by way of rights, bonus or otherwise, or to make or grant offers, agreements or options (collectively “Instruments”) that might or would require new ordinary shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into new ordinary shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit. This authority would further extend to the issuance of new ordinary shares in pursuance of any Instruments made or granted by the Directors while the authorization is in force.
This is provided that:
| (1) | the aggregate number of new ordinary shares to be issued pursuant to such authority, excluding any new ordinary shares which may be issued pursuant to any adjustments (“Adjustments”), shall be made in compliance with all applicable laws (including the Nasdaq Listing Rules) for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; | |
| (2) | in exercising such authority, the Company shall comply with all applicable laws, including the provisions of the Act, the Nasdaq Listing Rules for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; and | |
| (3) | unless revoked or varied by the Company in a general meeting by ordinary resolution, such authority shall continue in force until (i) the conclusion of the next annual general meeting of the Company or (ii) the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier. |
Vote Required
This Proposal requires affirmative (“FOR”) votes of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual General Meeting and voting affirmatively or negatively on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.
Recommendation of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
PROPOSAL ELEVEN
ALTERATION TO REGULATION 63(1) OF THE CONSTITUTION TO REMOVE THE REQUIREMENT TO PUBLISH NOTICE OF GENERAL MEETINGS IN THE DAILY PRESS
(ITEM 11 OF THE PROXY CARD)
Background
The Company is proposing to alter its Constitution to streamline notice requirements for general meetings and align with its status as a public company that is not listed on the Singapore Exchange. The proposed amendment to Regulation 63(1) seeks to remove the requirement to publish notice of general meetings in the daily press, while retaining the requirement to provide written notice to the Stock Exchange.
The proposed special resolution would delete the following sentence from Regulation 63(1):
“At least fourteen days’ notice of any General Meeting shall be given by advertisement in the daily press and in writing to the Stock Exchange.”
and replace it with:
“At least fourteen days’ notice of any General Meeting shall be given in writing to the Stock Exchange.”
As a result, the amended Regulation 63(1) will read as set out in the full text of the special resolution below.
“63. (1) Any General Meeting at which it is proposed to pass a Special Resolution or (save as provided by the Act) a resolution of which special notice has been given to the Company shall be called by at least twenty-one days’ notice in writing and any Annual General Meeting and any other Extraordinary General Meeting by at least fourteen days’ notice in writing. The period of notice shall in each case be exclusive of the day on which it is served or deemed to be served and of the day on which the General Meeting is to be held and shall be given in the manner hereinafter mentioned to such persons as are under the provisions herein contained and the Act entitled to receive such notices from the Company;
Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:
(a) in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
(b) in the case of an Extraordinary General Meeting by a majority in number of the Members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent of the total voting rights of all the Members having a right to vote at that meeting.
Provided also that the accidental omission to give notice to, or the non-receipt by any person entitled thereto, shall not invalidate the proceedings at any General Meeting.
At least fourteen days’ notice of any General Meeting shall be given in writing to the Stock Exchange.”
Vote Required
This Proposal requires affirmative (“FOR”) votes of at least three-fourths of votes cast by shareholders present or represented by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.
OTHER MATTERS
GENERAL
The Board of Directors does not know of any matters other than those stated in this Proxy Statement that are to be presented for action at the meeting. If any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted on any such other matters in accordance with the judgment of the persons voting such proxies. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.
The Company will bear the cost of preparing, printing, assembling and mailing the proxy card, Proxy Statement and other material which may be sent to shareholders in connection with this solicitation. It is contemplated that brokerage houses will forward the proxy materials to beneficial owners at our request. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies without additional compensation, by telephone or telegraph. We may reimburse brokers or other persons holding Shares in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals and obtaining their proxies.
If you have questions about the Annual General Meeting or other information related to the proxy solicitation, you may contact the Company at +65 6250 7738.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders wishing to communicate with the Board of Directors or any individual director may write to the Board of Directors or the individual director at CytoMed Therapeutics Limited, 1 Commonwealth Lane, #08-22, Singapore 149544. Any such communication must state the number of Shares beneficially owned by the shareholder making the communication. All such communications will be forwarded to the Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has the authority to discard the communication or take appropriate legal action regarding the communication.
WHERE YOU CAN FIND MORE INFORMATION
The Company files reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.
| By order of the Board of Directors, | |
| /s/ CHOO Chee Kong | |
| CHOO Chee Kong | |
| Chairman and Director |
Date: May 16, 2025
Exhibit 99.2
| Control Number: | Number of Shares: | Registered Shareholder: |
CytoMed Therapeutics Limited
1 Commonwealth Lane, #08-22
Singapore 149544.
PROXY
Solicited on Behalf of the Board of Directors for the Annual General Meeting of Shareholders
on June 26, 2025, at 12:00 P.M., Singapore time
(June 26, 2025, at 12:00 A.M., Eastern Time)
The undersigned hereby appoints Choo Chee Kong as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of CytoMed Therapeutics Limited which the undersigned is entitled to vote at the Annual General Meeting of Shareholders and any adjournments or postponements thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted “FOR” in Item 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11.
Item 1 |
By an ordinary resolution, to receive and adopt the Directors’ Statement, the audited financial statements of the Company for the financial year ended December 31, 2024. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 2 |
By an ordinary resolution, to receive and adopt the audited financial statements in relation to Form 20-F for the financial year ended December 31, 2024. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 3 |
By an ordinary resolution, to approve the re-election of Dr. ZENG Jieming, who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 4 |
By an ordinary resolution, to approve the re-election of Mr. Mark LEONG Kei Wei, who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 5 |
By an ordinary resolution, to approve the re-election of Prof. LOH Yuin Han, who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as Director. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 6 |
By an ordinary resolution, to ratify the appointment of WWC, P.C., as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 7 |
By an ordinary resolution, to ratify the appointment of KE Trust PAC as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 8 |
By an ordinary resolution, to approve payment of Directors’ fees of US$70,000 for the financial year ending December 31, 2025. |
| ☐ For | ☐ Against | ☐ Abstain |
| Item 9 | By an ordinary resolution, to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven, Proposal Eight, Proposal Ten, and Proposal Eleven. |
| ☐ For | ☐ Against | ☐ Abstain |
| Item 10 | By an ordinary resolution, to authorize the Directors to issue ordinary shares and make or grant offers, agreements or options that might or would require the issuance of ordinary shares. If this resolution is approved, the authorization would be effective from the date of the AGM until (i) the conclusion of the next annual general meeting of the Company or (ii) the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier. |
| ☐ For | ☐ Against | ☐ Abstain |
Item 11 |
By a special resolution, alter Regulation 63(1) of the Constitution to remove the requirement to publish notice of general meetings in the daily press. |
| ☐ For | ☐ Against | ☐ Abstain |
In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the Annual Meeting, or any adjournment or postponement thereof.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| Dated: ______________________________, 2025 | |
| Signature | |
| Signature (Joint Owners) |
Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title
VOTING INSTRUCTIONS
To vote by Internet
1) Visit www.proxyvote.com or scan the QR code on your voting card.
To vote by Telephone
1) Call the telephone number on your voting card or email.
To vote by Mail
1) Check the appropriate boxes on the voting instruction form
2) Sign, date, and return your voting card in the enclosed envelope.
Please note the latest we will accept voting is on June 23, 2025, at 11:59 A.M., Singapore Time (June 22, 2025, at 11:59 P.M., Eastern Time).