QMMM QMMM Holdings Limited

Proposal One: by an ordinary resolution, to approve the re-appointment of five directors, Mr. Kwai Bun, Mr. Leung Chun San, Mr. Chan Anthony Saikit, Ms. Cheung Yee Man Irving, and Mr. Hui Kui Hung each to serve a term expiring at the next annual meeting of shareholders or until their successors are duly elected and qualified, subject to earlier death, resignation, or removal;

Proposal Two: by an ordinary resolution, to ratify the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024;

Proposal Three: by ordinary resolutions, to approve:

the redesignation of the Company’s authorized share capital by taking the following steps, such that the authorized share capital of the Company shall be changed from US$50,000 divided into 500,000,000 shares of par value US$0.0001 each (the Ordinary Shares) to US$50,000 divided into 490,000,000 class A ordinary shares of par value US$0.0001 each (the Class A Ordinary Shares) and 10,000,000 class B ordinary shares of par value US$0.0001 each (the Class B Ordinary Shares) (the Share Redesignation):

redesignating all the authorized and issued and outstanding Ordinary Shares in the authorized share capital of the Company held by the existing shareholders of the Company as of the date hereof (except for the Ordinary Shares held by FORTUNE WINGS VENTURES LIMITED) into Class A Ordinary Shares, each conferring the holder thereof one (1) vote per Class A Ordinary Share at a general meeting of the Company or on any shareholders’ resolution and the other rights attached to it as set out in the second amended and restated memorandum and articles of association of the Company to be adopted by the shareholders of the Company at the annual general meeting on a one for one basis;

redesignating all the authorized and issued and outstanding Ordinary Shares in the authorized share capital of the Company held by FORTUNE WINGS VENTURES LIMITED into Class B Ordinary Shares, each conferring FORTUNE WINGS VENTURES LIMITED twenty (20) votes per Class B Ordinary Share at a general meeting of the Company or on any shareholders’ resolutions and the other rights attached to it as set out in the second amended and restated memorandum and articles of association of the Company to be adopted by the shareholders of the Company at the annual general meeting on a one for one basis; and

redesignating the remaining authorized but unissued 481,048,158 Ordinary Shares into Class A Ordinary Shares on a one for one basis, and redesignating the remaining authorized but unissued 1,745,500 Ordinary Shares into Class B Ordinary Shares on a one for one basis; and

the transfer agent and share registrar of the Company be authorized to update the shareholder list of the Company as may be necessary to reflect the Share Redesignation.

Proposal Four: subject to and conditional upon the approval for Proposal Three, by special resolutions, to approve:

the adoption of the second amended and restated memorandum and articles of association of the Company as the memorandum and articles of association of the Company, in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company in its entirety with immediate effect; and

the authorization of the registered office provider of the Company to make any necessary filing with the Registrar of Companies in the Cayman Islands in connection with the adoption of the second amended and restated memorandum and articles of association of the Company and the passing of these special resolutions.

Proposal Five: by ordinary resolutions, to approve:

the consolidation of every issued and unissued shares of the Company at a ratio within a range of five (5) shares into one (1) share to twenty (20) shares into one (1) share (the Share Consolidation), the exact ratio of which shall be determined by the further action at the discretion of the Board of Directors, to be effective on a date on or prior to 31 December 2025 as may be determined by the Board of Directors and announced by the Company (the Effective Date), so that a shareholder holding every five (5) to twenty (20) Class A Ordinary Shares of US$0.0001 par value each (the Pre-Consolidation Class A Ordinary Shares) will hold 1 new Class A Ordinary Share of par value ranging from US$0.0005 to US$0.002 each (the Post-Consolidation Class A Ordinary Shares), and a shareholder holding every five (5) to twenty (20) Class B Ordinary Shares of US$0.0001 par value each (the Pre-Consolidation Class B Ordinary Shares) will hold 1 new Class B Ordinary Share of par value ranging from US$0.0005 to US$0.002 each (the Post-Consolidation Class B Ordinary Shares), with such Post-Consolidation Class A Ordinary Shares having the same rights and being subject to the same restrictions as the Pre-Consolidation Class A Ordinary Shares and such Post-Consolidation Class B Ordinary Shares having the same rights and being subject to the same restrictions as the Pre-Consolidation Class B Ordinary Shares as set out in the Company’s second amended and restated memorandum and articles of association in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation would be rounded up to the nearest whole share; and