Roma Green Finance (NASDAQ: ROMA) plans vote on wide share consolidation
Rhea-AI Filing Summary
Roma Green Finance Limited has called a 2026 Extraordinary General Meeting to seek shareholder approval for a flexible share consolidation (reverse split) of its ordinary shares. The Board is asking authority to consolidate each Class A, Class B and undesignated share at a ratio between one‑for‑two and one‑for‑250, with the exact ratio and effective date to be set in its discretion no later than October 12, 2026.
The Board unanimously recommends voting in favor and will also be empowered to decide not to implement the consolidation even if approved. As of the March 19, 2026 record date, 53,493,467 Class A Ordinary Shares and 6,071,104 Class B Ordinary Shares were outstanding; Class A carries one vote per share and Class B carries twenty‑five votes per share, voting together as a single class. The company explains that a consolidation could help address potential Nasdaq minimum bid price issues, improve trading price, and broaden institutional and broker interest, while keeping proportional ownership unchanged aside from fractional share adjustments.
Positive
- None.
Negative
- None.
Insights
Roma is seeking flexible authority for a large potential reverse split mainly to manage listing and trading dynamics.
Roma Green Finance is asking shareholders to approve a broad share consolidation range from one‑for‑two up to one‑for‑250, with the Board choosing if and when to implement it by October 12, 2026. This would reduce the number of shares but keep each holder’s percentage ownership broadly intact, aside from how fractional shares are handled.
The company states that a higher post‑consolidation trading price could help maintain compliance with Nasdaq’s minimum bid price rule and potentially improve marketability and liquidity of the Class A Ordinary Shares. It also notes that some institutional investors and brokers avoid low‑priced stocks, so a higher price per share may expand the investor base.
If approved, the Board can elect not to proceed, so the actual impact depends on future decisions and market conditions. Roma discloses current outstanding Class A and Class B shares and voting rights to frame how the consolidation would scale, but does not change overall share capital structure beyond the share count adjustment.
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 March 2026
Commission File Number: 001-41883
ROMA GREEN FINANCE LIMITED
(Exact name of registrant as specified in its charter)
Flat 605, 6/F., Tai Tong Building,
8 Fleming Road,
Wanchai, Hong Kong
(Address of principal executive offices)
(Name, Telephone, email and/or fax number and address of Company Contact Person)
Indicate by check mark whether the registrant file or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F | ☒ | |
| Form 40-F | ☐ |
Other Events
Attached hereto as Exhibit 99.1 and Exhibit 99.2 are a notice of the extraordinary general meeting (the “Extraordinary General Meeting”) of Shareholders (the “Notice”) and a proxy card (the “Proxy Card”), respectively, of Roma Green Finance Limited (the “Company”) relating to the Company’s Extraordinary General Meeting.
Where to Find Additional Information
The Company is a foreign private issuer. As such, the Notice is not subject to review and comment by the U.S. Securities and Exchange Commission (the “SEC”).
Shareholders are urged to carefully read the Notice, because it contains important information about the Company and the Extraordinary General Meeting of Shareholders. Copies of Notice and other documents filed or submitted by the Company will be available at the website maintained by the SEC at www.sec.gov. Shareholders may obtain a copy of such filings, free of charge, from the Company’s website at www.romaesg.com, or by writing to us at Flat 605, 6/F., Tai Tong Building, 8 Fleming Road, Wanchai, Hong Kong.
Participants in the Solicitation
The Company and its board of directors (the “Board”) and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Extraordinary General Meeting of Shareholders. Information regarding certain directors and executive officers of the Company is available in the Company’s documents filed with or submitted to the SEC. Other information regarding the participants in the proxy solicitation and descriptions of their direct and indirect interests, by security holdings or otherwise, are set forth in the Notice filed herewith.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Extraordinary General Meeting of Shareholders and Proxy Statement | |
| 99.2 | Proxy Card |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on March 24, 2026.
| ROMA GREEN FINANCE LIMITED | ||
| By: | /s/ Luk Huen Ling Claire | |
| Name: | Luk Huen Ling Claire | |
| Title: | Chairlady, Executive Director and Chief Executive Officer | |
Exhibit 99.1
Roma Green Finance Limited
(an exempted company incorporated in the Cayman Islands with limited liability) (NASDAQ: ROMA)
Flat 605, 6/F., Tai Tong Building,
8 Fleming Road,
Wanchai, Hong Kong
March 24, 2026
Dear Shareholders:
You are cordially invited to attend the Extraordinary General Meeting of Roma Green Finance Limited (the “EGM”) to be held at Rooms 1101-4, 11/F Harcourt House, 39 Gloucester Road Wanchai, Hong Kong on April 15, 2026, at 11 a.m. Hong Kong Time (April 14, 2026 at 11 p.m. U.S. Eastern Time). The matters to be acted upon at the EGM are set forth and described in the EGM Notice and Proxy Statement, which are attached hereto. We request that you read all of them carefully.
We hope that you will attend the EGM. Whether or not you expect to attend the EGM in person, we urge you to sign, date and return the enclosed Proxy Card in the enclosed postage prepaid envelope (if mailed in the United States) as promptly as possible in accordance with the instructions printed on it, not less than 48 hours before the time appointed for holding the EGM or adjourned or postponed EGM in accordance with the currently effective memorandum and articles of association. You may, of course, attend the EGM and vote in person even if you have signed and returned your Proxy Card to us and in such event, the Proxy Card shall be deemed to be revoked.
Sincerely,
| /s/ Luk Huen Ling Claire | |
| Luk Huen Ling Claire | |
| Director and Chief Executive Officer |
Roma Green Finance Limited
(an exempted company incorporated in the Cayman Islands with limited liability) (NASDAQ: ROMA)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “2026 Extraordinary Meeting”) of Roma Green Finance Limited (the “Company”) will be held at Rooms 1101-4, 11/F Harcourt House, 39 Gloucester Road Wanchai, Hong Kong on April 15, 2026, at 11 a.m. Hong Kong Time (April 14, 2026 at 11 p.m. U.S. Eastern Time).
The 2026 Extraordinary Meeting will have the following proposal for considering and voting:
| Item | Board Vote Recommendation | |||||
| 1. | RESOLVED AS AN ORDINARY RESOLUTION THAT: | |||||
| i) | the consolidation of each of the issued and unissued class A ordinary shares of a par value of US$0.001 each (“Class A Shares”), class B ordinary shares of a par value of US$0.001 each (“Class B Shares”) and undesignated shares of a par value of US$0.001 each at a ratio of not less than one (1)-for two-(2) and not more than one (1)-for- two hundred and fifty (250) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the board of directors (the “Board”) in its sole discretion by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting (the “Share Consolidation”) be and is hereby approved; |
FOR | ||||
| ii) | the Board be authorized at its absolute and sole discretion to either (i) implement the Share Consolidation and determine the exact ratio of the Share Consolidation and effective date of such Share Consolidation by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting or (ii) elect not to implement the Share Consolidation, and any one director (the “Director”) or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion; and | |||||
iii) |
the Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation or (b) arranging for the sale of any consolidated shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the consolidated shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company.”
(the “Share Consolidation Proposal”) |
|||||
As of the date of this Notice of 2026 Extraordinary Meeting of Shareholders (the “Notice”), we have not received notice of any other matters that may be properly presented at the 2026 Extraordinary Meeting.
The Board has fixed the close of business on March 19, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment or postponement thereof. Only holders of Class A Ordinary Shares, Class B Ordinary Shares and undesignated shares of the Company on the Record Date are entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment or postponement thereof.
In addition to mailing the materials, shareholders may also obtain a copy of the proxy materials, from the Company’s website at www.romaesg.com.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE 2026 EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL BE VOTED “FOR” THE PROPOSAL LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE 2026 EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.
We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the 2026 Extraordinary Meeting and at any adjournments or postponements of the 2026 Extraordinary Meeting.
We cordially invite all holders of Ordinary Shares to attend the 2026 Extraordinary Meeting. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a holder of Ordinary Shares and whether or not you expect to attend the 2026 Extraordinary Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the 2026 Extraordinary Meeting. If you send in your form of proxy and then decide to attend the 2026 Extraordinary Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the notice. Whether or not you plan to attend the 2026 Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the 2026 Extraordinary Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR the proposal to be considered at the 2026 Extraordinary Meeting.
I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.
| By Order of the Board of Directors, | |
| /s/ Luk Huen Ling Claire | |
| Luk Huen Ling Claire | |
| Chairlady, Executive Director and Chief Executive Officer | |
| March 24, 2026 |
IT
IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
Roma Green Finance Limited
2026
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 2026, AT 11 A.M. HONG KONG TIME (APRIL 14, 2026 AT 11 P.M. U.S. EASTERN TIME)
PROXY STATEMENT
The Board of Directors of Roma Green Finance Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “2026 Extraordinary Meeting”) of the Company to be held at Rooms 1101-4, 11/F Harcourt House, 39 Gloucester Road Wanchai, Hong Kong on April 15, 2026, at 11 a.m. Hong Kong Time (April 14, 2026 at 11 p.m. U.S. Eastern Time). Only holders of the Class A ordinary shares, par value US$0.001 (the “Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.001 (the “Class B Ordinary Shares”) (collectively, the “Ordinary Shares”) of the Company at the close of business on March 19, 2026 (the “Record Date”) are entitled to attend and vote at the 2026 Extraordinary Meeting or at any adjournment or postponement thereof.
Two or more Shareholders entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorized representative representing not less than one-third (1/3) of the voting rights attached to the total issued voting shares in the Company throughout the meeting, shall be a quorum for all purposes at the 2026 Extraordinary Meeting.
Any shareholder entitled to attend and vote at the 2026 Extraordinary Meeting may appoint a proxy to attend and vote on behalf of him/her. A proxy need not be a shareholder of the Company. On a vote by way of poll, each Company’s Class A Ordinary Shares shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company and each of the Company’s Class B Ordinary Shares shall be entitled to twenty five (25) votes on all matters subject to vote at general meetings of the Company.
A proxy statement describing the matters to be voted upon at the 2026 Extraordinary Meeting along with a proxy card enabling the shareholders to indicate their vote will be mailed on or about March 27, 2026, to all shareholders entitled to vote at the 2026 Extraordinary Meeting. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K. If you plan to attend the 2026 Extraordinary Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2026 Extraordinary Meeting.
Whether or not you plan to attend the 2026 Extraordinary Meeting, it is important that your shares be represented and voted at the 2026 Extraordinary Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date, and mail the enclosed proxy card in the envelope provided or vote by emailing to vote@vstocktransfer.com or over the Internet at http://www.vstocktransfer.com/proxy in accordance with the instructions on your proxy card. The proxy card must be received by no later than 10:59 p.m. ET on April 12, 2026 to be validly included in the tally of shares voted at the 2026 Extraordinary Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.
QUESTIONS AND ANSWERS ABOUT
THE 2026 EXTRAORDINARY GENERAL MEETING, THE PROXY MATERIALS AND
VOTING YOUR SHARES
WHY AM I RECEIVING THESE MATERIALS?
This proxy statement (the “Proxy Statement”) describes the proposals on which our Board would like you, as a shareholder, to vote at the 2026 Extraordinary Meeting, which will take place on April 15, 2026, at 11 a.m. Hong Kong Time (April 14, 2026 at 11 p.m. U.S. Eastern Time), at Rooms 1101-4, 11/F Harcourt House, 39 Gloucester Road Wanchai, Hong Kong.
Our Board has delivered the Proxy Materials to you in connection with the solicitation of proxies for use at the 2026 Extraordinary Meeting. As a shareholder, you are invited to attend the 2026 Extraordinary Meeting and are requested to vote on the items of business described in this Proxy Statement.
Your vote is important. You are encouraged to submit your Proxy Card as soon as possible after carefully reviewing this Proxy Statement.
In this Proxy Statement, we refer to Roma Green Finance Limited as the “Company”, “we”, “us” or “our.”
WHO CAN VOTE AT THE 2026 EXTRAORDINARY MEETING?
Shareholders of record at the close of business on March 19, 2026 the date established by the Board for determining the shareholders entitled to vote at our 2026 Extraordinary Meeting (the “Record Date”), are entitled to vote at the 2026 Extraordinary Meeting.
On the Record Date, 53,493,467 shares of our Class A Ordinary Shares (representing 53,493,467 votes), 6,071,104 shares of our Class B Ordinary Shares (representing 151,777,600 votes) and 0 shares of our undesignated shares (representing 0 votes) were issued and outstanding and are entitled to vote at the 2026 Extraordinary Meeting. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on the proposal to be voted on at the 2026 Extraordinary Meeting.
On a vote by way of poll, each Company’s Class A Ordinary Shares shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company. Each Company’s Class B Ordinary Shares shall be entitled to twenty five (25) votes on all matters subject to vote at general meetings of the Company.
WHAT IS A PROXY?
Our Board is soliciting your vote at the 2026 Extraordinary Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.
The card enables you to appoint Luk Huen Ling Claire, the Chief Executive Officer of the Company, or the Chairperson of the meeting, as your proxy to represent you at the 2026 Extraordinary Meeting. By completing and returning the Proxy Card, you are authorizing this representative to vote your shares at the 2026 Extraordinary Meeting in accordance with your instructions on the Proxy Card. Even if you plan to attend the 2026 Extraordinary Meeting, it is strongly recommended to complete and return your Proxy Card before the date of the 2026 Extraordinary Meeting just in case your plans change. If a proposal comes up for vote at the 2026 Extraordinary Meeting that is not on the Proxy Card, the proxies will vote your shares, under your proxy, according to their best judgment. Delivery of a Proxy Card shall not preclude a shareholder from attending and voting at the meeting convened and in such event, the Proxy Card shall be deemed to be revoked.
WHAT PROPOSALS WILL BE VOTED ON AT THE 2026 EXTRAORDINARY MEETING?
There is one proposal that will be voted on at the 2026 Extraordinary Meeting:
| 1. | RESOLVED AS AN ORDINARY RESOLUTION THAT: | |||||
| i) | the consolidation of each of the issued and unissued class A ordinary shares of a par value of US$0.001 each (“Class A Shares”), class B ordinary shares of a par value of US$0.001 each (“Class B Shares”) and undesignated shares of a par value of US$0.001 each at a ratio of not less than one (1)-for two-(2) and not more than one (1)-for- two hundred and fifty (250) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the board of directors (the “Board”) in its sole discretion by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting (the “Share Consolidation”) be and is hereby approved; |
FOR | ||||
| ii) | the Board be authorized at its absolute and sole discretion to either (i) implement the Share Consolidation and determine the exact ratio of the Share Consolidation and effective date of such Share Consolidation by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting or (ii) elect not to implement the Share Consolidation, and any one director (the “Director”) or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion; and | |||||
iii) |
the Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation or (b) arranging for the sale of any consolidated shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the consolidated shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company.”
(the “Share Consolidation Proposal”) |
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We may also transact such other business as may properly come before the 2026 Extraordinary Meeting.
HOW DOES THE BOARD RECOMMEND I VOTE?
Our Board unanimously recommends a vote “FOR” the Share Consolidation Proposal.
WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2026 EXTRAORDINARY MEETING?
If any other matters are properly presented for consideration at the 2026 Extraordinary Meeting, including, among other things, consideration of a motion to adjourn or postpone the 2026 Extraordinary Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters will be raised at the 2026 Extraordinary Meeting.
WHAT CONSTITUTES A QUORUM?
Two or more Shareholders entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorized representative representing not less than one-third (1/3) of the voting rights attached to the total issued voting shares in the Company throughout the meeting, shall be a quorum for all purposes at the 2026 Extraordinary Meeting.
If such shareholders are not present in person or by timely and properly submitted proxies to constitute a quorum, the 2026 Extraordinary Meeting may be adjourned or postponed to such time and place determined by the Board. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.
WHAT IS THE DIFFERENCE BETWEEN BEING A “SHAREHOLDER OF RECORD” AND A “BENEFICIAL OWNER” HOLDING SHARES IN STREET NAME?
Shareholder of Record: You are a “shareholder of record” if your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC. The Proxy Materials are sent directly to a shareholder of record.
Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and your bank or other nominee is considered the shareholder of record. Your bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record, you are invited to attend the 2026 Extraordinary Meeting, but you may not vote these shares in person at the 2026 Extraordinary Meeting unless you obtain a “legal proxy” from the bank or other nominee that holds your shares, giving you the right to vote the shares at the 2026 Extraordinary Meeting.
HOW DO I VOTE?
If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered a shareholder of record. As a shareholder of record at the close of business on March 19, 2026, you can vote in person at the 2026 Extraordinary Meeting or using one of the following methods:
| ● | By Internet — Vote online at the following site: (http://www.vstocktransfer.com/proxy). All online votes must be received by the Company’s stock transfer agent on or before 10:59 P.M. ET on April 12, 2026. Those voting online must use the shareholder control number shown on the proxy card. If you do not indicate your voting preferences, your shares will be voted as recommended by the Board. | |
| ● | By Mail — Complete, sign and date the proxy card you received and return it in the prepaid envelope pursuant to its instructions. If the prepaid envelope is missing, please mail your completed proxy card to the Company’s stock transfer agent — VStock Transfer, LLC at 18 Lafayette Place, Woodmere, New York 11598. All mailed proxies must be received by the Company’s stock transfer agent, on or before 10:59 P.M. ET on April 12, 2026. If you do not indicate your voting preferences, your shares will be voted as recommended by the Board of Directors. | |
| ● | By Email — Complete, sign, date, and scan the proxy card you received and return it to the Company’s stock transfer agent - VStock Transfer, LLC – by e-mailing it to vote@vstocktransfer.com. All votes delivered by e-mail must be received by the Company’s stock transfer agent on or before 10:59 P.M. ET on April 12, 2026. If you do not indicate your voting preferences, your shares will be voted as recommended by the Board |
If you vote via the internet or email, 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 or email, do not return your proxy card.
If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held in “street name” (i.e. through a bank, broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend upon the institution’s voting processes, including voting via the Internet at https://www.vstocktransfer.com/. Please contact the institution holding your Class A Ordinary Shares, Class B Ordinary Shares or undesignated shares for more information.
IF I PLAN ON ATTENDING THE 2026 EXTRAORDINARY MEETING, SHOULD I RETURN MY PROXY CARD?
Whether or not you plan to attend the 2026 Extraordinary Meeting, after carefully reading and considering the information contained in this Proxy Statement, please complete and sign your Proxy Card. Then return the Proxy Card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the 2026 Extraordinary Meeting. Delivery of a Proxy Card shall not preclude a Member from attending and voting at the meeting convened and in such event, the Proxy Card shall be deemed to be revoked.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that your Class A Ordinary Shares, Class B Ordinary Shares or undesignated shares are registered differently or you have multiple accounts. Please vote all of these shares separately to ensure all of the shares you hold are voted.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
Shareholders of Record: If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons named as proxies will vote your shares as follows:
| ● | “FOR” |
| Item | Board
Vote Recommendation |
| 1. | RESOLVED AS AN ORDINARY RESOLUTION THAT: | |||||
| i) | the consolidation of each of the issued and unissued class A ordinary shares of a par value of US$0.001 each (“Class A Shares”), class B ordinary shares of a par value of US$0.001 each (“Class B Shares”) and undesignated shares of a par value of US$0.001 each at a ratio of not less than one (1)-for two-(2) and not more than one (1)-for- two hundred and fifty (250) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the board of directors (the “Board”) in its sole discretion by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting (the “Share Consolidation”) be and is hereby approved; |
FOR | ||||
| ii) | the Board be authorized at its absolute and sole discretion to either (i) implement the Share Consolidation and determine the exact ratio of the Share Consolidation and effective date of such Share Consolidation by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting or (ii) elect not to implement the Share Consolidation, and any one director (the “Director”) or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion; and | |||||
iii) |
the Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation or (b) arranging for the sale of any consolidated shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the consolidated shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company.”
(the “Share Consolidation Proposal”) |
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Beneficial Owners: If you are a beneficial owner whose Class A Ordinary Shares, Class B Ordinary Shares or undesignated shares are held in “street name” (i.e. through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may exercise discretionary authority to vote on matters that the NASDAQ (“NASDAQ”) determines to be “routine.” Your bank, broker or other nominee is not allowed to vote your shares on “non-routine” matters, and this will result in a “broker non-vote” on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum exists. However, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance with the laws of Cayman Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.
CAN I CHANGE MY VOTE OR REVOKE MY PROXY?
If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2026 Extraordinary Meeting. If you submitted your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the vote at the 2026 Extraordinary Meeting, a valid, later-dated proxy. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting at the 2026 Extraordinary Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked. If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the 2026 Extraordinary Meeting and voting in person.
For purposes of submitting your vote by using any one of the methods stated under the subheading “HOW DO I VOTE?” above, you may change your vote until 10:59 p.m. ET on April 12, 2026. After this deadline, unless you otherwise attend and vote in person at a general meeting of the Company, the last vote submitted will be the vote that is counted.
HOW WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?
We will pay the cost of soliciting proxies for the 2026 Extraordinary Meeting. Proxies may be solicited by our directors, executive officers, and employees, without additional compensation, in person or by mail, courier, telephone, email or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
WHO WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2026 EXTRAORDINARY MEETING?
VStock Transfer, LLC will tabulate and certify the votes. We plan to announce preliminary voting results at the 2026 Extraordinary Meeting, and we will report the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2026 Extraordinary Meeting.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
The Share Consolidation Proposal must be passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with these Articles.
WHAT ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?
An “abstention” occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.
Abstentions will have no effect on the outcome of any proposal.
A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the 2026 Extraordinary Meeting in person or by proxy but does not vote on a particular proposal because that holder does not have discretionary authority to vote on that particular item and has not received instructions from the beneficial owner.
Broker non-votes will have no effect on the outcome of any proposal.
WHAT DO I NEED TO DO TO ATTEND THE 2026 EXTRAORDINARY MEETING?
If you plan to attend the 2026 Extraordinary Meeting in person, you will need to bring proof of your ownership of shares, such as your proxy card or transfer agent statement and present an acceptable form of photo identification such as a passport or driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the 2026 Extraordinary Meeting.
If you are a beneficial owner holding shares in “street name” through a bank, broker or other nominee and you would like to attend the 2026 Extraordinary Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business on March 19, 2026. In order to vote at the 2026 Extraordinary Meeting, you must contact your bank, broker or other nominee in whose name your shares are registered and obtain a legal proxy from your bank, broker or other nominee and bring it to the 2026 Extraordinary Meeting.
WHERE CAN I GET A COPY OF THE PROXY MATERIALS?
The proxy card and the Notice are available on our Company’s website at www.romaesg.com. The contents of that website are not a part of this Proxy Statement.
IS MY VOTE KEPT CONFIDENTIAL?
Proxies, ballots and voting tabulations identifying Shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.
WHO CAN HELP ANSWER MY QUESTIONS?
You can contact the investors relation team of the Company at + 852 2529 6878 or by sending a letter to the offices of the Company at Flat 605, 6/F., Tai Tung Building, 8 Fleming Road, Wanchai, Hong Kong or email at claireluk@roma-international.com with any questions about proposals described in this proxy statement or how to execute your vote.
SHARE CONSOLIDATION PROPOSAL
General
Our Board has determined that it is advisable and in the best interests of the Company and its shareholders, to approve the Share Consolidation Proposal. The Share Consolidation Proposal must be passed by ordinary resolution of the shareholders which requires they be passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with the Articles.
The Share Consolidation Proposal will be implemented simultaneously for all shares of the Company. The Share Consolidation Proposal will affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).
Registration and Trading of our Class A Ordinary Shares
The Share Consolidation Proposal will not affect our obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the Share Consolidation Proposal, our CUSIP number (which is an identifier used by participants in the securities industry to identify our Class A Ordinary Shares) will change. If and when the Share Consolidation Proposal are implemented, the Class A Ordinary Shares will begin trading on a post-split basis on the effective date. The trading price of Class A Ordinary Shares is expected to increase proportionately with the Share Consolidation Proposal.
Fractional Shares
The Directors are authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation or (b) arranging for the sale of any Class A Shares and Class B Shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Class A Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company.
Reasons for the Share Consolidation Proposal
The Directors noted and believe that:
| - | the authorised share capital of the Company is US$500,000 divided into 500,000,000 shares of a par value of US$0.001 each, comprising (a) 400,000,000 class A ordinary shares of a par value of US$0.001 each (“Class A Shares”), (b) 50,000,000 class B ordinary shares of a par value of US$0.001 each (“Class B Shares”) and (c) 50,000,000 shares of a nominal or par value of US$0.001 each of such class or classes (however designated) as the Board may determine; | |
| - | in furtherance of the business and operations of the Company and to accommodate the allotment and issue of additional shares by the Company, the Company would approve the Directors to implement a consolidation of each of the issued and unissued Class A Ordinary Shares, Class B Ordinary Shares and undesignated shares, should it be necessary, as set out below (the “Share Consolidation”); |
| - | the Share Consolidation, if approved, will provide the Company with the ability to act promptly if the market price of its Class A Shares decreases in the future to be less than $1 for a consecutive thirty (30) trading days, including following any potential capital markets transaction. It is expected that a higher trading price of the Class A Shares following any Share Consolidation may help the Company maintain compliance with Nasdaq’s minimum bid price requirement, should such compliance ever become an issue; | |
| - | the increased market price of the Class A Shares expected as a result of implementing the Share Consolidation could improve the marketability and liquidity of the Class A Shares and may encourage interest and trading in the Class A Shares. The Share Consolidation, if effected, could allow a broader range of institutions to invest in the Class A Shares (namely, funds that are prohibited from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of the Class A Shares; | |
| - | the Share Consolidation could help increase analyst and broker interest in the Class A Ordinary Shares, as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of our Class A Shares can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher. |
Post Share Consolidation Proposal
There were 53,493,467 Class A Ordinary Shares, 6,071,104 Class B Ordinary Shares and 0 undesignated shares issued and outstanding as of the Record Date. The following table contains approximate number of issued and outstanding Class A Ordinary Shares, Class B Ordinary Shares and undesignated shares immediately following the Share Consolidation at the ratios of 250-1, 50-1 or 2-1, without giving effect to any adjustments for fractional shares.
| Shares Outstanding | ||||||||||||||||
| Record Date | Ratio of 2-1 | Ratio of 50-1 | Ratio of 250-1 | |||||||||||||
| Class A Ordinary Shares | 53,493,467 | 26,746,733.5 | 1,069,869.34 | 213,973.868 | ||||||||||||
| Class B Ordinary Shares | 6,071,104 | 3,035,552 | 121,422.08 | 24,284.416 | ||||||||||||
| Undesignated shares | 0 | 0 | 0 | 0 | ||||||||||||
The following table contains number of authorized share capital of the Company immediately following the Share Consolidation at the ratios of 250-1, 50-1 or 2-1, without giving effect to any adjustments for fractional shares.
| Shares Authorized | ||||||||||||||||
Record Date | Ratio of 2-1 | Ratio of 50-1 | Ratio of 250-1 | |||||||||||||
| Class A Ordinary Shares | 400,000,000 | 200,000,000 | 8,000,000 | 1,600,000 | ||||||||||||
| Class B Ordinary Shares | 50,000,000 | 25,000,000 | 1,000,000 | 200,000 | ||||||||||||
| Undesignated shares | 50,000,000 | 25,000,000 | 1,000,000 | 200,000 | ||||||||||||
Book-Entry Shares
If the Share Consolidation Proposal are effected, shareholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical share certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Share Consolidation. Shareholders who hold uncertificated shares as direct owners will be sent a statement of holding from our transfer agent that indicates the number of post- Share Consolidation Ordinary Shares owned in book-entry form.
Certificated Shares
As soon as practicable after the effective time of the Share Consolidation, shareholders will be notified that the Share Consolidation has been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of share certificates. Holders of pre-consolidation Ordinary Shares will be asked to surrender to the exchange agent certificates evidencing pre-consolidation shares in exchange for certificates evidencing post-consolidation Ordinary Shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate (s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-consolidation Ordinary Shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-Share Consolidation Ordinary Shares.
SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Accounting Matters
The Share Consolidation will not affect our share capital account on our balance sheet. Immediately after the Share Consolidation, the per share net income or loss and net book value of our Ordinary Shares will be increased because there will be fewer shares of Ordinary Shares outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the Share Consolidation.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the proposed Share Consolidation, the Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
Material United States Federal Income Tax Consequences of the Share Consolidation
Each shareholder should consult its tax advisor as to the particular facts and circumstances which may be unique to such shareholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the Share Consolidation.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Ordinary Shares.
Resolution
The resolution be put to the shareholders to consider and to vote upon at the 2026 Extraordinary Meeting to adopting the Share Consolidation is:
| Item | Board
Vote Recommendation | |||||
| 1. | RESOLVED AS AN ORDINARY RESOLUTION THAT: | |||||
| i) | the consolidation of each of the issued and unissued class A ordinary shares of a par value of US$0.001 each (“Class A Shares”), class B ordinary shares of a par value of US$0.001 each (“Class B Shares”) and undesignated shares of a par value of US$0.001 each at a ratio of not less than one (1)-for two-(2) and not more than one (1)-for- two hundred and fifty (250) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the board of directors (the “Board”) in its sole discretion by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting (the “Share Consolidation”) be and is hereby approved; |
FOR | ||||
| ii) | the Board be authorized at its absolute and sole discretion to either (i) implement the Share Consolidation and determine the exact ratio of the Share Consolidation and effective date of such Share Consolidation by no later than October 12, 2026, being 180 days after the date of the 2026 Extraordinary Meeting or (ii) elect not to implement the Share Consolidation, and any one director (the “Director”) or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion; and | |||||
iii) |
the Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation or (b) arranging for the sale of any consolidated shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the consolidated shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company.”
(the “Share Consolidation Proposal”) |
|||||
Vote Required and Board Recommendation
If a quorum is present, the ordinary resolutions must be passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with the Articles.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE SHARE CONSOLIDATION PROPOSAL
OTHER MATTERS
The Board is not aware of any other matters to be submitted to the 2026 Extraordinary Meeting. If any other matters properly come before the 2026 Extraordinary Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board may recommend.
| By order of the Board of Directors | ||
| By: | /s/ Luk Huen Ling Claire | |
| Name: | Luk Huen Ling Claire | |
| Title: | Chairlady, Executive Director and Chief Executive Officer | |
March 24, 2026
Exhibit 99.2
FAQ
What is Roma Green Finance (ROMA) asking shareholders to approve at the 2026 Extraordinary Meeting?
When and where is Roma Green Finance’s 2026 Extraordinary General Meeting being held?
How many Roma Green Finance shares can vote at the 2026 Extraordinary Meeting and what are the voting rights?
Why does Roma Green Finance say it wants the share consolidation authority?
Will Roma Green Finance’s share consolidation change my percentage ownership?
How can Roma Green Finance shareholders vote on the 2026 Extraordinary Meeting proposal?
What vote is required for Roma Green Finance’s share consolidation proposal to pass?
Filing Exhibits & Attachments
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