Lakeside Holding Ltd

This management proposal asks shareholders to approve an amendment to the company’s Articles of Incorporation to increase authorized common shares from 200 million to 2 billion. Management seeks approval to provide flexibility for future issuances for strategic transactions, financing, and equity incentives; the Board notes the additional shares would have identical rights to existing common stock and that issuance may be made without further shareholder approval unless required by law. The proposal would make approximately 1.9656 billion additional shares available, potentially diluting existing holders; the Board disclaims anti-takeover intent though warns of defensive uses. The Board reserves discretion to abandon the amendment even if approved, and the amendment becomes effective upon filing with the Nevada Secretary of State. A 75% affirmative vote is required under the Articles, and the Board unanimously recommends voting FOR, arguing increased authorized shares support financing and incentive flexibility while maintaining existing rights of outstanding shares.

This management proposal seeks shareholder approval to amend the Articles to authorize 1,000,000,000 shares of blank-check preferred stock, giving the Board broad discretion to create series with specified preferences, rights, redemption, dividend, conversion, and voting terms. Management argues the authorization enhances strategic and financing flexibility, enabling issuance of senior securities tailored to investors’ needs and facilitating capital raises without predefined terms. While positioned as not anti-takeover, the Board acknowledges potential anti-takeover effects from defensive issuances. No specific series or issuance is planned; adoption would permit future issuances without further stockholder approval unless required by law or listing rules. The Board recommends FOR, citing flexibility for capital and strategic transactions, but shareholders should weigh dilution and governance implications of blank-check authority.

This management proposal would amend the Articles to reduce the required approval threshold from 75% to a simple majority (50%), align the company with Nevada statute changes regarding authorized share amendments, and permit certain name changes without shareholder action. Management justifies the change as increasing operational flexibility to effect ordinary corporate amendments, reduce the burden and cost of soliciting supermajority approval, and facilitate timely capital raising and governance changes. The Board stresses that abstentions and broker non-votes would no longer count as votes against such amendments, thereby reducing the chance of failing to pass routine amendments due to non-voting shares. They recommend FOR, but shareholders should consider that lowering thresholds weakens minority protections and may permit more rapid governance changes by a simple majority.

This management proposal requests shareholder ratification of a December 26, 2025 private placement in which the company issued 5,600,000 shares at $0.14 per share for $784,000 gross proceeds. Management states the issuance provided working capital and strategic flexibility; the shares are restricted and were issued pursuant to an exemption from registration under the Securities Act. Nasdaq rules could have required shareholder approval for certain dilutive issuances, but the Board believes the issuance is exempt and seeks ratification as a governance best practice. Ratification would approve the Board’s prior action and mitigate potential listing-rule concerns. The Board recommends FOR, framing the issuance as necessary to fund operations, though shareholders should consider dilution, the discount to market price and the concentration of newly issued shares.

This management proposal seeks shareholder approval to sell 100% of American Bear Logistics Corp. (ABL), a subsidiary with operating challenges and negative net asset value, to a third-party purchaser for $1, with the purchaser assuming all of ABL’s liabilities and intercompany obligations. Management argues divestiture eliminates ongoing exposure to ABL’s liabilities and allows the company to focus resources on core operations; the board believes the agreement is fair and in the best interests of the company and stockholders. Nevada law may require stockholder approval for sales of substantially all assets; although Board believes ABL is not a substantial portion of assets, it seeks approval out of caution and governance best practices. Closing is subject to customary conditions, and if not approved the sale will not proceed. Board unanimously recommends FOR, emphasizing risk removal and strategic focus, though shareholders should weigh loss of revenue and possible accounting impacts against liability elimination.