Ofa Group

This proposal asks shareholders to ratify the corrected Third Amended and Restated Memorandum and Articles of Association (Third M&AA). The correction addresses typographical errors in the form previously approved at the May 2026 Special Meeting. Those errors inadvertently indicated that the Class B ordinary shares and undesignated shares would also be consolidated, although only the Class A ordinary shares were intended to be consolidated on a 10-for-1 basis. The corrected Third M&AA was filed with the Cayman Islands Registrar of Companies and became effective on July 31, 2026. The corrected document preserves 10,000,000 Class A ordinary shares at $0.01 par value, 20,000,000 Class B ordinary shares at $0.001 par value, and 200,000,000 undesignated shares at $0.001 par value. Ratification is being sought to eliminate uncertainty and confirm the governing constitutional document adopted after the prior consolidation. Approval requires at least two-thirds of votes cast by shareholders present and voting. The Board unanimously recommends a vote FOR, stating that ratification is in the best interests of the Company and its shareholders.

This proposal would immediately consolidate every ten authorized but undesignated and unissued shares into one share. The transaction would reduce the undesignated share count from 200 million to 20 million and increase the par value from $0.001 to $0.01. It would not consolidate issued Class A or Class B shares. Management’s stated purpose is to align the undesignated shares’ par value with the current par value of the Class A ordinary shares. That alignment would permit the Board to redesignate undesignated shares as Class A ordinary shares more efficiently without additional shareholder action. The resolution also authorizes officers and directors to implement the consolidation. The proposal is one step in a sequence that includes an authorized capital increase and adoption of the Fourth M&AA. Approval requires a simple majority of votes cast. The Board unanimously recommends a vote FOR because it believes the flexibility to use the shares for future corporate purposes benefits the Company and shareholders.

This proposal seeks authority to increase the Company’s authorized share capital after the proposed undesignated share consolidation. Authorized capital would rise from $320,000 to $22.52 million. The proposed structure would include 250 million Class A ordinary shares, 20 million Class B ordinary shares, and 2 billion undesignated shares. The increase would add 240 million authorized Class A shares and 1.8 billion undesignated shares beyond the post-consolidation structure. Management says the additional capacity would support future equity or equity-linked financing, acquisitions, strategic investments, partnerships, joint ventures, compensation plans, and general corporate purposes. The Company specifically expects to use additional capacity for issuances under its Equity Line of Credit with Atsion, although no other specific commitments are identified. Issuances could dilute existing ownership, voting power, earnings per share, and book value per share because shareholders lack preemptive rights. The larger authorized share pool could also have anti-takeover effects by enabling dilutive issuances, although the Board says that is not its intent. The Board unanimously recommends a vote FOR, emphasizing financing and strategic flexibility.

This proposal asks shareholders to adopt the Fourth Amended and Restated Memorandum and Articles of Association. Approval is expressly conditioned on completion of the undesignated share consolidation and the authorized share capital increase. The new constitutional documents would replace the existing memorandum and articles rather than merely amend isolated provisions. Their principal purpose is to reflect the revised authorized capital structure created by the preceding proposals. The proposal is procedural but necessary under Cayman Islands law to document the capital changes. The Fourth M&AA is included as Annex B to the proxy statement. Approval requires a special resolution supported by at least two-thirds of votes cast by shareholders present and voting. The proposal does not itself issue shares or change the rights of currently outstanding shares beyond incorporating the approved capital structure. The Board unanimously recommends a vote FOR because adoption is needed to implement and formalize the related capital actions.

This proposal would give the Board discretionary authority to implement one or more reverse share consolidations affecting issued and outstanding Class A shares and authorized but undesignated shares. The authority would last from the Annual Meeting through the next annual meeting. The Board could select the timing and exact ratio, subject to an accumulated ratio between 2-for-1 and 25-for-1. Fractional shares would not be issued, and resulting fractions would be rounded up to the next whole share. Outstanding options and warrants would be adjusted proportionately, with fewer underlying shares and higher exercise prices. Management’s principal stated objective is to improve the Company’s ability to satisfy Nasdaq’s minimum bid-price continued-listing standard. The Company also cites potential benefits to capital structure, financing transactions, market price, liquidity, and investor base, while acknowledging no assurance of success. The proposal is not part of a going-private transaction, but a consolidation could reduce liquidity and increase odd-lot holdings and may not increase market capitalization proportionately. Approval requires a simple majority of votes cast. The Board unanimously recommends a vote FOR.

This proposal would authorize adoption of amended and restated constitutional documents after each Share Consolidation. It is expressly conditional on the Share Consolidation or consolidations being approved and effected. The revised memorandum and articles would replace the then-existing documents and reflect the corresponding changes in authorized share capital. Because the Board may implement one or multiple consolidations at different ratios, the proposal is drafted to accommodate each resulting capital structure. The form of the proposed documents is included as Annex C. The proposal is primarily an implementation measure rather than an independent financing authorization. It does not itself consolidate shares or issue securities. Approval requires a special resolution supported by at least two-thirds of votes cast. The Board unanimously recommends a vote FOR because the amended constitutional documents are needed to record the capital consequences of any approved consolidation.

This proposal seeks shareholder approval for the issuance of Class A ordinary shares under the Company’s Equity Line of Credit with Atsion Opportunity Fund LLC–Series 1. The agreement gives the Company the right, but not the obligation, to sell up to $100 million of shares over a 36-month term, potentially increasing to $200 million by mutual agreement. Nasdaq Listing Rule 5635(d) requires shareholder approval for issuances that may equal or exceed 20% of pre-transaction shares or voting power in a non-public offering. The facility uses discounted pricing based on trading metrics and includes purchase limits and a prohibition on sales when the stock trades below $1. The Company says 80% of net proceeds will support its cryptocurrency treasury strategy, initially focused on Bitcoin, Solana, and SUI, while 20% will fund general corporate purposes and working capital. The arrangement includes 250,000 commitment shares, possible commitment-fee obligations, placement-agent compensation, and resale-registration arrangements. Issuances could materially dilute existing shareholders and may exert pressure on the share price, although the facility provides access to capital without requiring the Company to draw the full amount. Approval enables issuance beyond Nasdaq’s 19.99% cap but does not obligate the Company to sell shares. The Board unanimously recommends a vote FOR.

This proposal would authorize the Board to adjourn the Annual Meeting if additional time is needed to obtain sufficient votes. The adjournment could be to a later date or dates, or sine die, meaning without a fixed resumption date. The authority is intended to facilitate further solicitation and voting on the other proposals. It may be presented if one or more substantive proposals lack enough votes for approval at the scheduled meeting. The proposal does not approve any transaction or alter the substantive terms of the other matters. It is a procedural safeguard designed to preserve the Company’s ability to complete shareholder voting. Approval requires a simple majority of votes cast at the meeting or any adjournment. Abstentions and broker non-votes count toward quorum but have no effect on the outcome. The Board unanimously recommends a vote FOR if the proposal is presented.