📋 What This Document Is 📜

This filing is a comprehensive proxy statement (Exhibit 99.1) and Notice of Meetings, essentially a corporate ballot box for shareholders. It announces two mandatory meetings: the Class A Meeting and the Annual General Meeting, both scheduled for May 5, 2026.

👉 Why it matters: This document doesn't report financial results; instead, it asks shareholders to formally vote on critical changes to the company's structure, its board of directors, and its operational rules. Understanding these votes is key to understanding the company's future governance.

🏢 Who Is Real Messenger? 🏡

Real Messenger Corporation is a company incorporated in the Cayman Islands. The company operates within the real estate technology sector, aiming to modernize how real estate is managed and sold.

👉 The company focuses on transforming the real estate sector by providing tools through its Real Messenger mobile application. This technology helps real estate agents and industry professionals improve their workflow and business efficiency.

🤝 The Proposed Class Rights Variation 🗳️

The most critical and complex governance change proposed is the "Class Rights Variation," which directly addresses the voting power disparity between share classes.

👉 The Core Proposal: The Class A Meeting asks for shareholders to approve increasing the voting rights attached to Class B Ordinary Shares from ten (10) votes to twenty-five (25) votes. This is a major shift that significantly boosts the weighted voting power of Class B shares.

• How it works: The proposal, detailed in the special resolution, seeks to increase the voting rights on all matters at general meetings, subject to the consent of both Class A and Class B shareholders.
• Vote Required: If a quorum is present, the Class A Meeting requires the affirmative vote of at least a two-third majority of the votes of the holders of Class A Ordinary Shares to pass this resolution.
• Board Stance: The Board of Directors strongly recommends a vote "FOR" this Class Rights Variation Proposal.

🗓️ Annual General Meeting Agenda & Resolutions 📋

The Annual General Meeting (AGM) has four primary proposals that require shareholder votes. These proposals cover core administrative and governance functions.

• Proposal 1: Re-electing Directors: Shareholders are asked to vote for the re-election of four key directors:
  • Kwai Hoi Ma (CEO and Chairman)
  • Felix Tak Shing Ko (Independent Director)
  • Wai Keung David Chung (Independent Director)
  • Chun Fung Horace Ma (Independent Director)
  • Why it matters: Directors set the strategic tone and oversee management. Voting for re-election affirms confidence in the current board leadership.
• Proposal 2: Approving the Independent Auditor: The company seeks shareholder ratification for Marcum Asia CPAs LLP, an independent public accounting firm, to serve as the auditor for the fiscal year ending March 31, 2026.
  • Why it matters: This ensures accountability. While not legally required, seeking ratification is considered "good corporate practice," affirming the board's commitment to transparency.
• Proposal 3: Adopting Amended Articles: This proposal seeks approval for the Company’s Second Amended and Restated Memorandum and Articles of Association.
  • The Connection: This adoption is contingent on the successful passage of the Class Rights Variation (Proposal 3 of the Class A Meeting). It is the formal legal mechanism that updates the company's foundational operating rules.
• Proposal 4: Adjournment Proposal: This proposal allows the Annual General Meeting to be postponed if there are not enough votes at the original time to pass the first three critical proposals.
  • Why it matters: This provides a safety net, ensuring that if the vote is tight, the company can gather more support to approve its necessary actions.

🧑‍💼 Director Biographies and Expertise 🧠

The board nominees bring extensive, high-level experience across finance, technology, and real estate. Understanding their backgrounds shows the governance strengths the company is relying on.

• Kwai Hoi Ma: He is a founder of RMHL and has deep experience in Hong Kong’s banking and real estate industries. After working at Arthur Andersen, he built his career in these sectors, culminating in founding HOHOJO (a rental marketplace) and Real Messenger itself in 2018.
• Felix Tak Shing Ko: He is a seasoned consultant based in London, with over two decades of expertise in financial services, accounting, and talent acquisition. His background includes roles at J.P. Morgan and Parkhouse Bell.
• Wai Keung David Chung: This director is a highly accomplished technologist and policymaker with over 30 years of experience. His background includes senior roles at global enterprises like Cyberport and Microsoft, and he previously served as the Under Secretary for Innovation and Technology Bureau of the HKSAR.
• Chun Fung Horace Ma: He brings over 20 years of experience in senior management, audit, and finance across the technology and consumer sectors. He has held high-level roles, including Chief Financial Officer of S. Culture Holdings (BVI) Limited.

🖥️ Meeting Logistics and Voting Rules 🚀

Since these are formal governance votes, specific dates, virtual links, and rules are crucial for shareholders to understand.

• Key Dates: Both the Class A Meeting and the Annual General Meeting are scheduled for May 5, 2026.
• Virtual Access: Both meetings will be held virtually via Zoom, with specific Meeting IDs and Passcodes provided.
• Record Dates (Who can vote):
  • Class A Meeting: Only holders of Class A Ordinary Shares registered by the close of business on March 3, 2026, New York time can vote.
  • Annual General Meeting: Holders of both Class A and Class B Ordinary Shares (collectively, “Ordinary Shares”) registered by the close of business on March 3, 2026, New York time, can vote.
• Proxy Requirement: Shareholders are strongly encouraged to use proxies to ensure their votes are counted, as they must arrive by the time of the meeting.
• Voting Mechanisms:
  • A special resolution at the Class A Meeting requires a two-thirds majority vote from Class A holders.
  • General resolutions at the AGM generally require a simple majority (more than 50%).

📂 Annual Reporting & Documentation 📚

The filing reminds shareholders where to find the full, official company reports.

• 2025 Annual Report: The company confirms that the Annual Report for the year ended March 31, 2025, has been filed with the U.S. Securities and Exchange Commission (SEC).
• Accessing Reports: Shareholders can obtain a copy of the 2025 Annual Report through the SEC’s website or by requesting one from the Investor Relations department at [email protected].
  • Note: The company adopted the practice of making reports available online to avoid the considerable expense of mailing physical copies.

📞 Contact & Resources 📧

For shareholders who need more information or assistance with voting, the filing provides specific contact points and resources.

• Transfer Agent: The proxy forms and documents must be returned to the Company’s transfer agent, Equiniti Trust Company, LLC.
• Investor Relations: Questions about annual reports should be directed to the Investor Relations department at [email protected].
• Board Recommendation: The Board of Directors recommends voting "FOR" every single proposal presented at both the Class A and Annual General Meetings.

🧠 The Analogy ⚖️

Think of this proxy statement like a major constitutional amendment for the company. Instead of changing a country's Constitution, the company is proposing to change its own Articles of Association. The specific fight is over voting power: the current system favors the Class B shareholders (giving them 10 times the voting weight of Class A shares). This vote aims to fundamentally balance that power imbalance, fundamentally changing how decisions are made within the corporation.

🧩 Final Takeaway 🔑

The central action proposed is the dramatic shift in voting power for Class B shares (10 to 25 votes), which signals a major governance restructuring. Shareholders must weigh the financial implications of this structural change against the stability and experience provided by the nominated board directors.