Not independent
Tenure on this board
7.3 yrs
5 nominees · 5 ballot items.
Stockholders will vote on the election of five directors, ratification of YCM CPA, Inc. as independent auditor, approval and ratification of the Chairman’s potential conversion of up to $5 million of loans into common stock, a non-binding recommendation on the frequency of future executive-compensation advisory votes, and adjournment if necessary to solicit additional proxies.
Elect five directors—Bin Zhou, Wei Li, Shaobo Yu, King Fai Leung, and Han Xiao—to serve one-year terms until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the applicable fiscal year.
Approve and ratify an arrangement allowing Chairman Bin Zhou, at his option, to convert up to $5,000,000 of loans made or to be made to the Company into common stock at a price based on the five-Trading-Day VWAP before each conversion date.
Proposal 3 asks stockholders to approve and ratify a conversion arrangement benefiting Chairman Bin Zhou. The arrangement would give Zhou, but not obligate him, the right to convert up to $5 million of existing or future loans to the Company into common stock. Each conversion would use a price equal to the five-Trading-Day VWAP immediately preceding the conversion date. Management states that Zhou has financed operations and working-capital needs and that outstanding principal was approximately $3.09 million as of June 30, 2026. The Board argues that conversion could reduce indebtedness and preserve cash while giving the Chairman flexibility to determine the timing and amount of conversions. Approval is also sought to satisfy NYSE American shareholder-approval requirements and to obtain the Nevada interested-director transaction safe harbor. The proposal creates substantial dilution risk, with the filing estimating approximately 6.91 million shares could be issued if the full $5 million were converted at the assumed price. Existing stockholders would consequently own a smaller percentage and could have reduced influence, while subsequent sales by Zhou could pressure the stock price. The proposal requires affirmative approval from holders of at least a majority of the voting power of all outstanding shares entitled to vote, and the Board unanimously recommends voting FOR it.
Approve, on a non-binding advisory basis, a frequency of every one, two, or three years for future advisory votes on executive compensation, with the Board recommending every three years.
Proposal 4 asks stockholders to recommend how often the Company should conduct future advisory votes on executive compensation. The available choices are every one, two, or three years, plus abstention. The vote is expressly non-binding, so the Board retains discretion over the ultimate schedule. Federal law requires that the Company hold a say-on-frequency vote at least once every six years and prohibits future say-on-pay votes from occurring less frequently than once every three years. The Board recommends a three-year interval rather than annual or biennial votes. Management states that this cadence is appropriate for the Company’s size and compensation practices. A triennial schedule would reduce the frequency of advisory votes and provide more time for compensation policies and performance outcomes to develop between votes. The filing does not identify a shareholder proponent or opposing campaign because the proposal originates with management. Stockholders’ choice is determined by the option receiving the highest number of votes, and the Board will consider but need not follow that outcome.
Approve adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting when there are insufficient votes to approve another proposal.
Proposal 5 asks stockholders to authorize the chair of the Annual Meeting to adjourn the meeting if the preliminary tabulation shows insufficient votes to approve one or more other proposals. The measure is procedural and would permit the Company to continue soliciting proxies and obtain additional votes. It would be presented only if the vote totals at the meeting do not support approval of another matter. Approval would not itself approve or change any substantive proposal. The mechanism could be particularly relevant to Proposal 3, which requires approval by at least a majority of all outstanding voting power and is subject to dilution and related-party considerations. It could also preserve the opportunity to secure support for the director, auditor, or say-on-frequency matters if participation is inadequate. The filing states that the chairman has agreed to act consistently with the proposal if adopted. If rejected, the chair would not adjourn the meeting for this purpose when the other proposals lack sufficient votes. The Board unanimously recommends voting FOR the adjournment authority to allow further proxy solicitation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 0.22% | 31,370 | $70K |
| 2 | TWO SIGMA SECURITIES, LLC | 0.09% | 12,959 | $29K |
| 3 | UBS Group AG | 0.00% | 29 | $64 |
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