Not independent
Tenure on this board
17.2 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 shares from 12,500,000 to 200,000,000.
Elect five directors (Handong Cheng, George Kai Chu, Zhiqing Chen, Chang Qiu, 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.
Stockholder ratification to adopt the 2026 Omnibus Equity Incentive Plan, reserving 500,000 shares to grant equity and incentive awards to employees, directors and consultants.
The proposal asks shareholders to ratify adoption of a new 2026 Omnibus Equity Incentive Plan that would reserve 500,000 shares for equity and incentive awards to employees, directors and consultants effective January 1, 2027. Management frames the plan as a standard tool to attract, retain and motivate talent and align the interests of recipients with those of long-term shareholders; the Board will administer the plan through an independent committee and includes typical guardrails such as limits on repricing without shareholder approval and a ten-year term. Approval would give the Board flexibility to grant ISOs, NQSOs, restricted stock, RSUs, SARs, performance awards and other forms of equity across a broad participant base, and the reserved share amount reflects the company's stated limited dilution tolerance for an issuer of its size. The plan includes customary administrative provisions, change-of-control and adjustment mechanics, and clawback/recoupment references to comply with applicable laws. From a governance perspective, while the Plan empowers a committee largely composed of independent directors, it also gives substantial discretion over award sizes, pricing and vesting, which investors should expect to be disciplined by disclosure of future grants and metrics linking awards to performance. Because 500,000 shares represent a meaningful portion of the company's small outstanding base (3.67 million shares outstanding as of the record date), shareholders should consider potential dilution and the impact on earnings per share and voting power if awards are fully issued. The Board recommends a vote FOR, arguing the benefits of competitive compensation and retention outweigh dilution risks; absent shareholder approval, the company would lack a pre-authorized pool for future equity awards, which management says could hamper hiring and financings. Analysts should weigh the company's retention needs and liquidity constraints against the dilution potential and monitor post-approval grant activity, performance goals, and the independence and rigor of the Plan Committee to assess whether the plan will drive long-term shareholder value.
Approve amendment to Articles of Incorporation to increase authorized common stock from 12,500,000 to 200,000,000 shares (total authorized capital 220,000,000 including preferred), giving the Board flexibility to issue additional shares for corporate purposes.
The proposal requests shareholder approval to amend the Company’s Articles of Incorporation to increase authorized common shares from 12.5 million to 200 million (total authorized capital 220 million including 20 million preferred). Management frames the amendment as a means to provide the Board with flexibility to support financings, equity compensation, stock splits, acquisitions and other corporate transactions in a timely manner without the delay and cost of repeated shareholder votes. The filing discloses there is no current commitment to issue the additional shares, but if approved the Board could issue shares at its discretion (subject to law and any required shareholder approvals for specific issuances), which creates potential dilution risk to existing holders—especially given the company’s small outstanding base (~3.67 million shares). The proxy also explicitly discusses potential anti-takeover effects and warns shareholders that approval could be used to frustrate change-of-control attempts if the Board chose to issue shares opportunistically. From a governance perspective, investors will evaluate the credibility of management’s stated restraint (e.g., whether future issuance policies or pre-emptive rights will limit opportunistic dilution) and whether the Board will use the flexibility to create shareholder value through necessary capital raising or M&A. The Board recommends a vote FOR citing operational and strategic flexibility; however, absent clear guardrails (such as pre-emptive rights or minimum disclosure/approval thresholds for large issuances) the proposal represents both an enabling mechanism for growth and an increased governance risk that should be monitored post-approval. Analysts should weigh the company’s near-term capital needs, planned use of proceeds if any, and governance safeguards when assessing the net effect of approving the authorized-share increase.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 0.35% | 12,703 | $16K |
| 2 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.32% | 11,901 | $15K |
| 3 | SBI Securities Co., Ltd. | 0.00% | 100 | $121 |
| 4 | OSAIC HOLDINGS, INC. | 0.00% | 10 | $12 |
| 5 | UBS Group AG | 0.00% | 1 | $1 |
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