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 December 2025
Commission File Number 001-42762
Dreamland Limited
(Registrant’s Name)
Office No. 5, 17/F., Peakcastle
No. 476 Castle Peak Road, Cheung Sha Wan
Kowloon, Hong Kong
(Address of principal executive office)
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 ☐
2025 Extraordinary General Meeting
In connection with the 2025 extraordinary general meeting of Dreamland Limited, a Cayman Islands company (the “Company”), the Company hereby furnishes the following documents:
Exhibits
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.
| Dreamland Limited | ||
| Date: December 18, 2025 | By: | /s/ Seto Wai Yue |
| Name: | Seto Wai Yue | |
| Title: | Director and Chief Executive Officer | |
Exhibit 99.1
Dreamland Limited
(incorporated in the Cayman Islands with limited liability) (NASDAQ: TDIC)
No. 5, 17th Floor, PeakCastle
No. 476 Castle Peak Road
Cheung Sha Wan, Kowloon
Hong Kong
December 18, 2025
Dear Shareholders:
You are cordially invited to attend the 2025 Extraordinary General Meeting of Shareholders (the “2025 Extraordinary General Meeting”) of Dreamland Limited to be held at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on December 31, 2025, at 10 a.m. Hong Kong Time (December 30, 2025 at 9 p.m. U.S. Eastern Time). The matters to be acted upon at the 2025 Extraordinary General Meeting are set forth and described in the notice of the 2025 Extraordinary General Meeting of shareholders and proxy statement, which are attached hereto. We request that you read all of them carefully.
We hope that you will attend the 2025 Extraordinary General Meeting. Whether or not you expect to attend the 2025 Extraordinary General Meeting 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 2025 Extraordinary General Meeting or adjourned or postponed 2025 Extraordinary General Meeting in accordance with the currently effective memorandum and articles of association. You may, of course, attend the 2025 Extraordinary General Meeting and vote in person even if you have signed and returned your Proxy Card to us.
| Sincerely, | |
| /s/ Seto Wai Yue | |
| Seto Wai Yue | |
| Director and Chief Executive Officer |
Dreamland Limited
(incorporated in the Cayman Islands with limited liability) (NASDAQ: TDIC)
NOTICE OF THE 2025 EXTRAORDINARY GENERAL MEETING
To be held on December 31, 2025 at 10 a.m. Hong Kong Time (December 30, 2025 at 9 p.m. U.S. Eastern Time)
To the Shareholders of Dreamland Limited:
This notice to shareholders is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Dreamland Limited (the “Company”) for use at the 2025 Extraordinary General Meeting of the Company (the “2025 Extraordinary General Meeting”) and at all adjournments and postponements thereof. The 2025 Extraordinary General Meeting will be held at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, on December 31, 2025, at 10 a.m. Hong Kong Time (December 30, 2025 at 9 p.m. U.S. Eastern Time), to consider and vote upon the following proposals:
| 1. | (A) Authorizing the Board to allot and issue Class B Ordinary Shares: To consider and approve, as an ordinary resolution (the “Proposal No. 1”): |
| THAT for the purpose of providing a long-term incentive to further align the interests of Ms. Seto Wai Yue with those of the Company’s shareholders, any Director and/or officer of the Company be and is hereby authorised to allot and issue at any time and from time to time to Ms. Seto Wai Yue, so long as she is a director and/or chief executive of the Company, up to a maximum of 9,000,000 Class B Ordinary Shares of the Company, on such terms (including, without limitation, as to consideration) as the disinterested members of the Board shall determine to be fair and in the best interests of the Company at the time of any such issuance. | |
| 2. | (B) To transact such other business which may properly come before the 2025 Extraordinary General Meeting or any adjournment or postponement thereof, if necessary. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSALS ABOVE.
Holders of record of the Company’s ordinary shares at the close of business on December 16, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the 2025 Extraordinary General Meeting and any adjournment or postponement thereof. Each ordinary share entitles the holder thereof to one vote for every fully paid share of which he is the holder.
Your vote is important, regardless of the number of shares you own. Even if you plan to attend the 2025 Extraordinary General Meeting in person, it is strongly recommended that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at the 2025 Extraordinary General Meeting if you are unable to attend.
A complete list of shareholders of record entitled to vote at the 2025 Extraordinary General Meeting will be available for ten days before the 2025 Extraordinary General Meeting at the principal executive office of the Company for inspection by shareholders during ordinary business hours for any purpose germane to the 2025 Extraordinary General Meeting.
This notice and the enclosed proxy statement are first being mailed to shareholders on or about December 18, 2025.
You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
| By Order of the Board of Directors, | |
| /s/ Seto Wai Yue | |
| Seto Wai Yue | |
| Director and Chief Executive Officer | |
| December 18, 2025 |
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS ABOVE.
Important Notice Regarding the Availability of Proxy Materials
for the Extraordinary General Meeting to be held on December 31, 2025, at 10 a.m. Hong Kong Time (December 30, 2025 at 9 p.m. U.S. Eastern Time)
The Notice of 2025 Extraordinary General Meeting and notice to shareholders are available at www.sec.gov.
Dreamland Limited
Notice to Shareholders
2025 EXTRAORDINARY GENERAL MEETING
to be held on December 31, 2025, at 10 a.m. Hong Kong Time (December 30, 2025 at 9 p.m. U.S. Eastern Time)
No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving this proxy statement?
This proxy statement describes the proposals on which our Board would like you, as a shareholder, to vote at the 2025 Extraordinary General Meeting, which will take place on December 31, 2025, at 10 a.m. Hong Kong Time (December 30, 2025 at 9 p.m., U.S. Eastern Time), at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong.
Shareholders are being asked to consider and vote to approve the Proposal No. 1 and transact other such business as may properly come before the 2025 Extraordinary General Meeting or any adjournment or postponement thereof.
This proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully.
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 Dreamland Limited as the “Company”, “we”, “us” or “our.”
Who can vote at the 2025 Extraordinary General Meeting?
Shareholders who are the registered owners of our ordinary shares of par value US$0.001 each (the “Ordinary Shares”) on December 16, 2025 (the “Record Date”) may attend and vote at the 2025 Extraordinary General Meeting. There were 36,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares outstanding on the Record Date. Each Class A Ordinary Share entitles the holder thereof to one vote for every fully paid Class A Ordinary Share of which he is the holder and each Class B Ordinary Share entitles the holder thereof to twelve votes for every fully paid Class B Ordinary Share of which he is the holder.
What is the proxy card?
The card enables you to appoint Seto Wai Yue, the Chief Executive Officer of the Company, as your proxy to represent you at the 2025 Extraordinary General Meeting. By completing and returning the proxy card, you are authorizing this representative to vote your shares at the 2025 Extraordinary General Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the 2025 Extraordinary General Meeting. Even if you plan to attend the 2025 Extraordinary General Meeting, it is strongly recommended to complete and return your proxy card before the 2025 Extraordinary General Meeting date just in case your plans change. If a proposal comes up for vote at the 2025 Extraordinary General Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.
How does the Board recommend that I vote?
Our Board unanimously recommends that shareholders vote “FOR” Proposal No. 1.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Certain of our Shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record/Registered Shareholders
If, on the Record Date, your shares were registered directly in your name with our transfer agent, Transhare Corporation, you are a “Shareholder of Record” who may vote at the 2025 Extraordinary General Meeting, and we are sending these proxy materials directly to you. As the Shareholder of Record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or appointing your proxy via the Internet or to vote in person at the 2025 Extraordinary General Meeting. Whether or not you plan to attend the 2025 Extraordinary General Meeting, please read, complete, sign, date, and return the attached proxy card (or appoint your proxy via the Internet) in accordance with the instructions set out therein to ensure that your vote is counted.
Beneficial Owner
If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the Shareholder of Record for purposes of voting at the 2025 Extraordinary General Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the 2025 Extraordinary General Meeting. However, since you are not the Shareholder of Record, you may not vote these shares in person at the 2025 Extraordinary General Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the 2025 Extraordinary General Meeting.
How do I vote?
If you were a Shareholder of Record of the Company’s ordinary shares on the Record Date, you may vote in person at the 2025 Extraordinary General Meeting or by submitting a proxy. Each Ordinary Share that you own in your name entitles you to one vote, in each case, on the applicable proposals.
(1) You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to the 2025 Extraordinary General Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:
| ● | as you instruct, and |
| ● | according to the best judgment of the proxies if a proposal comes up for a vote at the 2025 Extraordinary General Meeting that is not on the proxy card. |
| We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company. If you return a signed card, but do not provide voting instructions, your shares will be voted: | |
| ● | FOR the Proposal No. 1 ((A) Authorizing the Board to allot and issue Class B Ordinary Shares); |
| ● | according to the best judgment of your proxy if a proposal comes up for a vote at the 2025 Extraordinary General Meeting that is not on the proxy card. |
(2) You may submit your proxy by email. You may submit your proxy by completing, signing, and dating your proxy card and returning a scanned copy of your proxy card by emailing to proxy@transhare.com. Your vote by email must be received by 11.59 p.m. U.S. Eastern Time on December 29, 2025).
(3) You may vote in person at the 2025 Extraordinary General Meeting. We will pass out written ballots to any Shareholder of Record who wants to vote at the 2025 Extraordinary General Meeting.
If I plan on attending the 2025 Extraordinary General Meeting, should I return my proxy card?
Yes. Whether or not you plan to attend the 2025 Extraordinary General 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 2025 Extraordinary General Meeting.
May I change my mind after I return my proxy?
Yes. You may revoke your proxy and change your vote at any time before the polls close at the 2025 Extraordinary General Meeting. You may do this by:
| ● | sending a written notice to the Secretary of the Company at the Company’s executive offices stating that you would like to revoke your proxy of a particular date; |
| ● | signing another proxy card with a later date and returning it to the Secretary before the polls close at the 2025 Extraordinary General Meeting; or |
| ● | attending the 2025 Extraordinary General Meeting and voting in person. |
What does it mean if I receive more than one proxy card?
You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.
What happens if I do not indicate how to vote my proxy?
Signed and dated proxies received by the Company without an indication of how the shareholder desires to vote on a proposal will be voted in favor of each proposal presented to the shareholders.
Will my shares be voted if I do not sign and return my proxy card?
If you do not sign and return your proxy card, your shares will not be voted unless you vote in person at the 2025 Extraordinary General Meeting.
How many votes are required to approve the proposals?
The Proposal No. 1 requires the affirmative vote of a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the 2025 Extraordinary General Meeting.
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.
Where do I find the voting results of the 2025 Extraordinary General Meeting?
We will announce voting results at the 2025 Extraordinary General Meeting and also file a Current Report on Form 6-K with the Securities and Exchange Commission (the “SEC”) reporting the voting results.
Who can help answer my questions?
You can contact the investors relation team of the Company at + 852 5628 6281 or by sending a letter to the offices of the Company at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong or email at frances.seto@trendicint.com with any questions about proposals described in this proxy statement or how to execute your vote.
THE 2025 EXTRAORDINARY GENERAL MEETING
General
We are furnishing this proxy statement to you, as a shareholder of Dreamland Limited, as part of the solicitation of proxies by our Board for use at the 2025 Extraordinary General Meeting to be held on December 30, 2025, and any adjournment or postponement thereof. This proxy statement is first being furnished to Shareholders on or about December 18, 2025. This proxy statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the 2025 Extraordinary General Meeting.
Date, Time and Place of the 2025 Extraordinary General Meeting
The 2025 Extraordinary General Meeting will be held at 10 a.m. on December 31, 2025 (9 p.m. U.S. Eastern Time on December 30, 2025), at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, or such other date, time and place to which the 2025 Extraordinary General Meeting may be adjourned or postponed.
Purpose of the 2025 Extraordinary General Meeting
At the 2025 Extraordinary General Meeting, the Company will ask Shareholders to consider and vote upon the following proposals:
| 1. | (A) Authorizing the Board to allot and issue Class B Ordinary Shares: To consider and approve, as an ordinary resolution (the “Proposal No. 1”): | |
| THAT for the purpose of providing a long-term incentive to further align the interests of Ms. Seto Wai Yue with those of the Company’s shareholders, any Director and/or officer of the Company be and is hereby authorised to allot and issue at any time and from time to time to Seto Wai Yue, so long as she is a director and/or chief executive of the Company, up to a maximum of 9,000,000 Class B Ordinary Shares of the Company, on such terms (including, without limitation, as to consideration) as the disinterested members of the Board shall determine to be fair and in the best interests of the Company at the time of any such issuance. | ||
| 2. | (B) To transact such other business which may properly come before the 2025 Extraordinary General Meeting or any adjournment or postponement thereof, if necessary. |
Record Date and Voting Power
Our Board fixed the close of business on December 16, 2025, as the record date for the determination of holders of the outstanding shares of Ordinary Shares entitled to notice of, and to attend and vote on, the matters presented at the 2025 Extraordinary General Meeting. As of the Record Date, 36,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares were outstanding. Each Class A Ordinary Share entitles the holder thereof to one vote for every fully paid Class A Ordinary Share of which he is the holder and each Class B Ordinary Share entitles the holder thereof to twelve votes for every fully paid Class B Ordinary Share of which he is the holder. Accordingly, a total of 48,000,000 votes may be cast at the 2025 Extraordinary General Meeting.
Quorum and Required Vote
A quorum of Shareholders is necessary to hold a valid meeting. One or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of the total issued voting shares in the Company throughout the meeting shall constitute a quorum at the 2025 Extraordinary General Meeting.
Proposal No. 1 requires the affirmative vote of a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the 2025 Extraordinary General Meeting.
Revocability of Proxies
Any proxy may be revoked by the shareholder of record giving it at any time before it is voted. A proxy may be revoked by (A) sending to our investors relation team, at Dreamland Limited, No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (B) by attending the 2025 Extraordinary General Meeting and voting in person.
If the shares are held by the broker or bank as a nominee or agent, the beneficial owners should follow the instructions provided by their broker or bank.
Proxy Solicitation Costs
The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the 2025 Extraordinary General Meeting, will be borne by the Company. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals.
No Right of Appraisal
None of Cayman Islands law, our memorandum and articles of association, as amended and restated, provides for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the 2025 Extraordinary General Meeting. Accordingly, our Shareholders will have no right to dissent and obtain payment for their shares.
Who Can Answer Your Questions about Voting Your Shares
You can contact investors relation team of the Company at + 852 5628 6281 or by sending a letter to the offices of the Company at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong or email at frances.seto@trendicint.com with any questions about proposals described in this proxy statement or how to execute your vote.
Principal Offices
The principal executive offices of our Company are located at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong. The Company’s telephone number at such address is + 852 5628 6281.
PROPOSAL NO. 1
AUTHORISING THE BOARD TO ALLOT AND ISSUE CLASS B ORDINARY SHARES
The Board of Directors approved, and directed that there be submitted to the shareholders of the Company for approval of the Proposal No. 1, being the (A) Authorising the Board to allot and issue Class B Ordinary Shares.
Proposal No. 1 requires the affirmative vote of a simple majority of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the 2025 Extraordinary General Meeting.
The resolutions to be proposed shall be as follows:
| 1. | (A) Authorizing the Board to allot and issue Class B Ordinary Shares: To consider and approve, as an ordinary resolution, that (the “Proposal No. 1”): | |
| THAT for the purpose of providing a long-term incentive to further align the interests of Ms. Seto Wai Yue with those of the Company’s shareholders, any Director and/or officer of the Company be and is hereby authorised to allot and issue at any time and from time to time to Seto Wai Yue, so long as she is a director and/or chief executive of the Company, up to a maximum of 9,000,000 Class B Ordinary Shares of the Company, on such terms (including, without limitation, as to consideration) as the disinterested members of the Board shall determine to be fair and in the best interests of the Company at the time of any such issuance. |
The above proposals will not affect in any way the validity or transferability of share certificates outstanding, or the trading of the Company’s shares on the Nasdaq Capital Market. If the amendment is passed by our shareholders, it will not be necessary for shareholders to surrender their existing share certificates.
Future issuances of Class B Ordinary Shares or securities convertible into Class B Ordinary Shares could have a dilutive effect on our earnings per share, book value per share, and the voting power and interest of current holders of ordinary shares. In addition, the availability of additional unissued shares for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board of Directors from taking any such actions that it deems to be consistent with its fiduciary duties.
Interest of Certain Persons
Proposal No. 1 involves the potential issuance of Class B Ordinary Shares to Seto Wai Yue, a director and the Chief Executive Officer of the Company (the “CEO”). This constitutes a “related-party transaction” under Nasdaq Listing Rule 5635(c). The disinterested members of the Board (with Seto Wai Yue recusing herself from deliberations and voting on this matter) believe that authorizing the Board to issue additional Class B Ordinary Shares to the CEO is in the best interests of the Company and its shareholders for the following business reasons:
Seto Wai Yue is the founder of the Company and has served as its Chief Executive Officer and a director since its inception in 2016. She is responsible for the Company’s overall strategic planning, business development, and daily operations, serving as its central management figure.
With over 8 years of deep industry experience in apparel retail, IP licensing, and event management, Seto Wai Yue has leveraged her personal experience and network to consistently bring valuable customer resources, supplier networks, and key industry partnerships to the Company. This authorization is intended to secure the long-term stability of her leadership and contributions through enhanced equity-based incentives, thereby driving continued value creation for the Company.
Increasing Seto Wai Yue ‘s equity stake, particularly in super-voting Class B shares, serves to more closely align her personal interests with the Company’s long-term value growth and the interests of all shareholders, providing a powerful and enduring incentive to pursue sustainable growth.
If approved, the resolution would authorize the Board to issue, from time to time at its discretion for so long as Seto Wai Yue remains a director and/or chief executive of the Company, up to a maximum of 9,000,000 Class B Ordinary Shares to her. The specific terms of any future issuance, including timing, quantity, and form of consideration, would be determined by the Board (with Seto Wai Yue recusing herself) at the time of such issuance, in accordance with its fiduciary duties and applicable law. The Board currently anticipates that any such shares would be issued as part of a long-term incentive arrangement, with consideration payable by Seto Wai Yue as determined by the Board.
The disinterested members of the Board (being all directors other than Seto Wai Yue) reviewed and approved the submission of this proposal to shareholders. In doing so, they considered the business rationale and anticipated terms of issuance described above. The disinterested members of the Board determined that providing this authorization, on the terms contemplated, is fair, reasonable, and in the best interests of the Company and its unaffiliated shareholders. The Board did not obtain a separate third-party fairness opinion in connection with this authorization.
Seto Wai Yue has a substantial personal interest in the approval of Proposal No. 1 as the prospective recipient of the Class B Ordinary Shares that may be issued pursuant to the authorization sought. She will directly and personally benefit from any such issuance.
Voting Power of Controlling Shareholder and Implications
Shareholders should note that Seto Wai Yue is the controlling shareholder of the Company. As disclosed in the Company’s public filings and as of the Record Date, Seto Wai Yue beneficially owns 21,236,240 Class A Ordinary Shares (each entitled to one vote) and 1,000,000 Class B Ordinary Shares (each entitled to twelve votes). This represents an aggregate of 33,236,240 votes, or approximately 69.24% of the total voting power of the Company’s issued and outstanding ordinary shares.
The Company has been advised by Seto Wai Yue that she intends to vote all of her shares IN FAVOR of Proposal No. 1. Consequently, the approval of Proposal No. 1 is assured regardless of the vote of other shareholders. This proxy statement is being furnished to all shareholders to satisfy the corporate governance and disclosure requirements of Nasdaq and the U.S. securities laws applicable to the Company as a foreign private issuer.
Due to Seto Wai Yue’s ownership of more than 50% of the voting power in the Company, the Company is classified as a “Controlled Company” under Nasdaq rules. As such, the Company is exempt from certain Nasdaq corporate governance requirements, including those regarding (i) a majority independent board, (ii) a compensation committee composed entirely of independent directors, and (iii) director nominations by independent directors or a committee composed entirely of independent directors.
Vote Required
Proposal No. 1 requires the affirmative (“FOR”) vote of a simple majority of the votes of such shareholders as, being entitled to do so, vote in person or by proxy at the 2025 Extraordinary General Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). As disclosed in the “Voting Power of Controlling Shareholder and Implications” section above, Seto Wai Yue holds sufficient voting power to approve this proposal unilaterally.
Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” these proposals. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
OTHER MATTERS
Our Board knows of no other matter to be presented at the 2025 Extraordinary General Meeting. If any additional matter should properly come before the 2025 Extraordinary General Meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.
OTHER INFORMATION
Proxy Solicitation
The solicitation of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies. Proxies may be solicited through the mail and through telephonic or telegraphic communications to, or by meetings with, shareholders or their representatives by our directors, officers and other employees who will receive no additional compensation therefor. We may also retain a proxy solicitation firm to assist us in obtaining proxies by mail, facsimile or email from record and beneficial holders of shares for the 2025 Extraordinary General Meeting. If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary compensation for its services, including out-of-pocket expenses.
We request persons such as brokers, nominees and fiduciaries holding ordinary shares in their names for others, or holding ordinary shares for others who have the right to give voting instructions, to forward proxy material to their principals and to request authority for the execution of the proxy. We will reimburse such persons for their reasonable expenses.
Delivery of Proxy Materials to Households
Only one copy of this proxy statement is being delivered to multiple registered shareholders who share an address unless we have received contrary instructions from one or more of the shareholders. A separate form of proxy and a separate notice of the 2025 Extraordinary General Meeting are being included for each account at the shared address. Registered shareholders who share an address and would like to receive a separate copy of this proxy statement, or have questions regarding the householding process, may contact the investors relation team of the Company, or by forwarding a written request addressed to frances.seto@trendicint.com via email or No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong via mail. Promptly upon request, a separate copy of this proxy Statement will be sent. By contacting investors relation team of the Company at frances.seto@trendicint.com, registered shareholders sharing an address can also (i) notify the Company that the registered shareholders wish to receive separate proxy statements and/or Notices of Internet Availability of Proxy Materials, as applicable, in the future or (ii) request delivery of a single copy of proxy statements in the future if registered shareholders at the shared address are receiving multiple copies.
Many brokers, brokerage firms, broker/dealers, banks and other holders of record have also instituted “householding” (delivery of one copy of materials to multiple shareholders who share an address). If your family has one or more “street name” accounts under which you beneficially own shares of our ordinary shares, you may have received householding information from your broker, brokerage firm, broker/dealer, bank or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding.
Where You Can Find Additional Information
The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information are available on the SEC’s website at www.sec.gov. shareholders who have questions in regard to any aspect of the matters discussed in this proxy statement should contact the investors relation team of the Company, at No. 5, 17th Floor, PeakCastle, No. 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, or by telephone at + 852 5628 6281.
Exhibit 99.2
Dreamland Limited
PROXY FOR 2025 EXTRAORDINARY GENERAL MEETING
Meeting date
THE BOARD RECOMMENDS A VOTE FOR
THE PROPOSAL AND NOMINEES.
I. Authorizing the Board to allot and issue Class B Ordinary Shares: To consider and approve, as an ordinary resolution (the “Proposal No. 1”):
“THAT for the purpose of providing a long-term incentive to further align the interests of Ms. Seto Wai Yue with those of the Company’s shareholders, any Director and/or officer of the Company be and is hereby authorised to allot and issue at any time and from time to time to Ms. Seto Wai Yue, so long as she is a director and/or chief executive of the Company, up to a maximum of 9,000,000 Class B Ordinary Shares of the Company, on such terms (including, without limitation, as to consideration) as the disinterested members of the Board shall determine to be fair and in the best interests of the Company at the time of any such issuance.
| ___ FOR | ___ AGAINST | ___ ABSTAIN |
This Proxy is solicited on behalf of the management of Dreamland Limited. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy
Enter Your Control Number:
TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date and mail to
Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.
| Signature of Shareholder | |
| Signature of Joint Shareholder | |
| Dated: |