Not independent
Tenure on this board
17.0 yrs
5 nominees · 4 ballot items.
Elect five directors; ratify ARK Pro CPA & Co. as independent accountants; ratify the Company’s 2026 Omnibus Equity Incentive Plan (500,000-share reserve); and approve an amendment to increase authorized common stock from 12,500,000 to 200,000,000 shares.
Elect five directors (Handong Cheng, George Kai Chu, Zhiqing Chen, Chang Qiu, and Fernando Chen I-Ting) to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of ARK Pro CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Ratify adoption of the 2026 Omnibus Equity Incentive Plan, which would reserve up to 500,000 shares for equity awards to employees, directors, consultants and advisers, effective January 1, 2027 upon shareholder approval.
The proposal requests shareholder ratification of the Company's 2026 Omnibus Equity Incentive Plan, which would reserve 500,000 shares to grant a broad range of equity awards (ISOs, NQSOs, RSAs, RSUs, SARs, performance awards, etc.) to employees, directors and consultants, effective January 1, 2027 upon shareholder approval. Management advances this plan to attract, retain and incentivize key personnel and align their interests with shareholders, while putting governance controls in place through a Plan Committee composed of independent non-employee directors and anti-repricing provisions to protect shareholders. The plan permits discretionary grant terms (exercise prices, vesting schedules, acceleration on change-in-control) and contains standard provisions on adjustment for recapitalizations, clawbacks, compliance with Section 409A, and limits on repricing without shareholder approval. The reserved share amount (500,000) represents potential future dilution that shareholders should weigh against the company’s need to recruit and retain talent and finance strategic transactions. Management discloses that no awards have been granted under the plan as of the filing date, limiting immediate dilution, but the Board will have authority to issue awards within the reserved pool subject to the Plan Committee’s discretion. Shareholder approval is required for the plan to be effective and, under Nasdaq rules, brokers cannot vote discretionary shares on this non-routine matter, increasing the importance of labeled holder votes. From a governance perspective, the plan includes safeguards (committee administration, repricing restrictions, amendment limits requiring shareholder approval for material changes) but retains broad discretionary authority that could be used to accelerate vesting or grant substantial awards in the future. Investors evaluating the proposal should balance the corporate need for flexibility to compete for talent and effect transactions against the long-term dilution and governance impact of expanding equity compensation authority.
Approve an amendment to the Articles of Incorporation to increase the authorized common stock from 12,500,000 to 200,000,000 shares (total authorized capital 220,000,000 with preferred stock unchanged at 20,000,000).
This proposal asks shareholders to approve an amendment to the Articles of Incorporation to increase authorized common shares from 12,500,000 to 200,000,000 (resulting in total authorized capital of 220,000,000 shares including preferred stock). Management argues the increase gives the Company flexibility for financing, equity compensation (including the 2026 Plan), stock splits, acquisitions, and other corporate purposes and believes additional authorized shares will allow timely execution of strategic opportunities without delay. The proposal does not itself issue shares; additional shares would remain unissued until the Board elects to issue them and, where required, obtains further shareholder approval. Shareholders should consider the dilution risk if the Board issues significant additional shares in the future, as well as potential anti-takeover effects noted in the filing because a large pool of authorized but unissued shares could be used to frustrate a change of control. The filing discloses current capitalization (3,668,429 outstanding; 500,000 reserved under the 2025 Plan; 8,331,571 currently available under the existing authorization), which indicates the company currently has limited unissued authorized shares relative to the proposed new ceiling. Approval requires a majority of issued and outstanding shares, and under Nasdaq rules this is a non-routine matter for which brokers cannot vote uninstructed shares, making shareholder instruction important. Investors should weigh the strategic rationale and governance safeguards against the potential for future dilution and the fact that the Board retains discretion to issue shares if approved.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Virtu Financial LLC | 0.4% | 14,858 | $10K |
| 2 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.3% | 12,435 | $9K |
| 3 | UBS Group AG | 0.0% | 1,466 | $1K |
| 4 | SBI Securities Co., Ltd. | 0.0% | 100 | $69 |
| 5 | JPMORGAN CHASE CO | 0.0% | 14 | $9 |
| 6 | OSAIC HOLDINGS, INC. | 0.0% | 10 | $6 |
| 7 | UBS Group AG | 0.0% | 1 | $1 |
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