Not independent
Tenure on this board
11.0 yrs
2 nominees · 2 ballot items.
Proposal 1: Approve adoption of the Merger Agreement and the Merger (Datasea Inc. merging into DIT, DIT surviving); Proposal 2: Approve share exchange converting specified common stock into Class A and Class B ordinary shares of DIT (special conversion of 2,000,000 shares for each of Zhixin Liu and Fu Liu into Class B shares).
Adopt the Merger Agreement and Plan of Merger whereby the Company will merge with and into Datasea Intelligent Technology Ltd. (DIT), a BVI subsidiary, with DIT surviving; approve all transactions contemplated by the Merger Agreement.
The proposed Merger asks stockholders to approve a downstream merger under which Datasea Inc. will merge into its wholly owned BVI subsidiary, Datasea Intelligent Technology Ltd. (DIT), with DIT surviving and issuing one Class A Ordinary Share for each outstanding share of the Company (except two holders’ shares converting to Class B). Management is pursuing the Merger to re-domicile to the BVI, position the combined company as a foreign private issuer, and realize expected long-term reductions in operational, administrative, legal and accounting costs, while preserving existing management and governance continuity. The Merger will be accounted for as a legal reorganization with no change in ultimate ownership and will result in DIT assuming the Company’s equity compensation and related plans; it is conditioned on several customary items including Nasdaq listing authorization for DIT’s Class A shares and SEC effectiveness of the registration statement. The board recommends a vote FOR, arguing the transaction advances the Company’s strategic corporate structure goals and may permit certain regulatory and reporting efficiencies, though it acknowledges material risks: potential reduction in shareholder protections under BVI law, possible tax uncertainties (including PRC tax residency concerns), limited disclosure and governance obligations as a foreign private issuer, and the possibility the expected cost savings and benefits may not be realized. The board also reserves the right to defer or abandon the Merger and to amend the Merger Agreement in certain circumstances. The recommendation is grounded in perceived operational benefits and continuity of management, but the transaction concentrates potential risks tied to changes in jurisdictional law and reduced U.S. reporting obligations.
Approve conversion at the Effective Time of the Merger: each share of Company common stock converts into one Class A Ordinary Share of DIT, except 2,000,000 shares held by each of Zhixin Liu and Fu Liu which convert into 2,000,000 Class B Ordinary Shares of DIT for each respectively, creating a dual-class structure with Class B shares having 50 votes each.
Proposal Two requests shareholder approval of a dual-class share conversion tied to the Merger, converting all existing Company common shares into DIT Class A Ordinary Shares except for 2,000,000 shares held by each of Zhixin Liu and Fu Liu, which will convert into Class B Ordinary Shares with 50 votes per share. Management pursues this to preserve founder-led control and long-term strategic continuity, arguing the structure will enable stable leadership and reduce susceptibility to short-term market pressures. The Board highlights that Class A and Class B shares will have identical economic rights but materially different voting power, and estimates post-Merger voting power showing founders controlling ~97.96% of votes while holding a minority of economic interest. The board recommends FOR, citing continuity and oversight benefits, but this structure concentrates voting control and may reduce shareholder influence and governance checks; the proposal raises governance and minority-holder protection concerns in the context of BVI law and potential reduction in investor protections after re-domicile.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 0.53% | 55,393 | $36K |
| 2 | XTX Topco Ltd | 0.25% | 25,741 | $17K |
| 3 | JANE STREET GROUP, LLC | 0.19% | 19,663 | $13K |
| 4 | UBS Group AG | 0.03% | 3,100 | $2K |
| 5 | JANE STREET GROUP, LLC | 0.00% | 186 | $122 |
| 6 | UBS Group AG | 0.00% | 92 | $60 |
| 7 | SBI Securities Co., Ltd. | 0.00% | 29 | $19 |
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