Not independent
Tenure on this board
5.2 yrs
6 nominees · 4 ballot items.
The stockholders will vote on the election of six classified-board director nominees, ratification of ZH CPA, LLC as independent auditor for fiscal 2026, an amendment increasing the 2019 Equity Incentive Plan authorization to 1,911,281 shares, and issuance of 707,730 common shares to President and Class A director Yangyang Li under the Share Issuance and Reimbursement Agreement.
Elect two Class B directors to serve until 2027, two Class C directors to serve until 2028, and two Class A directors to serve until 2029: Yangyang Li, Shanglong Li, Jingsheng (Jason) Lu, Mao Sun, Yuanfei (Cliff) Qu, and Chi Zhao.
Ratify the Audit Committee’s appointment of ZH CPA, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment increasing shares authorized under the 2019 Equity Incentive Plan by 1,284,063, from 627,218 to 1,911,281 shares, including shares intended to fund an equity award of up to 500,000 shares for General Counsel Xiao Yundan.
Proposal 3 asks stockholders to expand the Company’s 2019 Equity Incentive Plan from 627,218 authorized shares to 1,911,281 shares, an increase of 1,284,063 shares. The Company states that no shares remain available under the existing plan, limiting its ability to make additional equity awards. Management seeks the increase to continue using stock-based compensation to align eligible employees, directors, consultants, and service providers with stockholder interests. A material portion of the requested capacity is intended for an award of up to 500,000 shares to General Counsel Xiao Yundan. The stated purposes of that award are to address a perceived compensation gap, recognize expanded responsibilities and contributions, and promote retention. The award would have a stated maximum value of $900,000, vesting 30% at issuance, 35% after six months, and 35% after twelve months, subject to continued service and specified accelerated-vesting events. The plan includes governance protections such as a fixed share pool, no evergreen provision, prohibitions on discounted options and unauthorized repricing, and clawback provisions. The award remains conditioned on Compensation Committee recommendation, Board approval including a majority of independent directors, and compliance with Nasdaq rules. The Board unanimously recommends voting FOR the amendment because it believes the additional capacity is necessary to maintain the Company’s incentive program and support alignment with stockholders.
Approve, subject to additional conditions, the issuance of 707,730 common shares to President and Class A director Yangyang Li in recognition of his personal guaranty supporting the Company’s settlement obligations to Knighted Pastures and affiliates.
Proposal 4 asks stockholders to approve issuing 707,730 shares of common stock to President and Class A director Yangyang Li. The issuance is consideration for Mr. Li’s personal guaranty of the Company’s obligations under a settlement resolving prolonged litigation and a proxy contest involving Knighted Pastures and affiliates. The proposed number of shares equals 25% of the Company’s estimated maximum guaranty exposure, divided by $1.80 per share, with the exposure estimated at approximately $5.1 million. The Company characterizes Mr. Li’s guaranty as instrumental to obtaining the settlement and as imposing substantial personal financial risk without contemporaneous compensation. Separately, the Company has an unconditional obligation to reimburse and indemnify Mr. Li for amounts paid or liabilities incurred under the guaranty, with interest at 8.75% simple annual interest. The share issuance is subject to establishment and approval by a Special Committee of independent and disinterested directors, independent legal and financial advice, and receipt of a written fairness opinion or other financial analysis. It also requires stockholder approval under multiple voting standards, including exclusion of Mr. Li and specified related persons, as well as compliance with Nasdaq Listing Rule 5635. At the time of the filing, the Special Committee had been established but had not yet engaged its advisors, received the written analysis, or approved the issuance. Approval would dilute existing stockholders’ voting and economic interests, while rejection would prevent the share issuance but would not eliminate the Company’s reimbursement and indemnification obligations. The Board unanimously recommends voting FOR because it views the issuance as a fair recognition of the guaranty and the strategic value of resolving the dispute, subject to independent review and other conditions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.07% | 68,797 | $153K |
| 2 | BlackRock, Inc. | 1.00% | 64,243 | $143K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.45% | 28,712 | $64K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 0.43% | 27,453 | $61K |
| 5 | JANE STREET GROUP, LLC | 0.27% | 17,543 | $39K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.17% | 10,971 | $24K |
| 7 | UBS Group AG | 0.13% | 8,094 | $18K |
| 8 | JANE STREET GROUP, LLC | 0.11% | 7,358 | $16K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 6,671 | $15K |
| 10 | EverSource Wealth Advisors, LLC | 0.00% | 210 | $468 |
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