Not independent
Tenure on this board
New nominee
4 nominees · 4 ballot items.
Election of four directors; Ratification of Fortune CPA as independent auditor; Approval of amendment to effect a reverse stock split of common stock at a board-determined ratio between 1-for-5 and 1-for-100; Approval to adjourn the meeting if necessary to solicit additional proxies.
Elect four directors (Lisa Fan, Leqi Dong, Dongperez Hua, Chun Min (Max) Lin) to serve until their successors are elected or earlier death, resignation or removal.
Ratify the appointment of Fortune CPA, Inc. as the company’s independent registered public accounting firm for fiscal year ended March 31, 2026.
Approve amendment to Certificate of Incorporation to effect a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-100, with exact ratio and timing determined by the board within one year of the meeting.
The Board seeks shareholder authorization to amend the Company’s Certificate of Incorporation to permit a reverse stock split at a ratio between 1-for-5 and 1-for-100, with the exact ratio and timing left to the Board’s discretion to implement within one year. Management’s rationale focuses on increasing the per-share trading price to meet Nasdaq’s $1.00 minimum bid requirement and thereby avoid delisting, potentially improving marketability and liquidity, and facilitating future capital access. The proposal allows the Board to decide whether and when to implement the split even if shareholders approve it, preserving managerial flexibility. The filing includes details on effects to outstanding equity awards, warrants, and convertible notes and provides for rounding up fractional shares to avoid fractional issuance. The proxy statement also discusses risks, noting there is no guarantee of increased share price or liquidity, possible reduced liquidity due to fewer outstanding shares, and higher transaction costs for odd lots. Approval requires a majority of votes cast by holders present or represented by proxy; broker non-votes will have no effect.
Approve one or more adjournments of the Annual General Meeting to permit further solicitation and vote of proxies if there are not sufficient votes to approve other proposals.
The proposal authorizes the Board to adjourn the Annual General Meeting to allow further solicitation of votes if there are insufficient votes for other proposals at the scheduled meeting; it is procedural and seeks to ensure the Board can secure necessary approvals, and the Board recommends voting for it to preserve flexibility.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 0.66% | 10,714 | $71K |
| 2 | VANGUARD GROUP INC | 0.27% | 4,480 | $30K |
| 3 | UBS Group AG | 0.06% | 913 | $6K |
| 4 | Tower Research Capital LLC (TRC | 0.05% | 763 | $5K |
| 5 | DANSKE BANK A/S | 0.00% | 15 | $100 |
| 6 | Sunbelt Securities, Inc. | 0.00% | 15 | $100 |
| 7 | BANK OF AMERICA CORP /DE/ | 0.00% | 12 | $80 |
| 8 | MORGAN STANLEY | 0.00% | 6 | $40 |
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