Not independent
Tenure on this board
2.1 yrs
8 nominees · 1 ballot item.
Approve, by a shareholder vote, the issuance of common stock to Qixun Technology (Samoa) Limited and Qihong Technology (Samoa) Limited pursuant to share purchase agreements in order to comply with Nasdaq Listing Rule 5635, and to transact any other properly presented business.
Seek stockholder approval to issue 11,153,472 shares to Qixun Technology (Samoa) Limited and 19,884,358 shares to Qihong Technology (Samoa) Limited under share purchase agreements, which would result in a substantial increase in beneficial ownership by founder Guangde Cai and affiliates and therefore requires Nasdaq Listing Rule 5635(b) approval.
This management proposal asks shareholders to approve the issuance of 11,153,472 shares to Qixun Technology (Samoa) Limited and 19,884,358 shares to Qihong Technology (Samoa) Limited under share purchase agreements dated July 31, 2026, because the contemplated issuances would result in a change of control as defined by Nasdaq Listing Rule 5635(b). Management is seeking shareholder approval to comply with Nasdaq’s requirement when an issuance could give an investor or a group 20% or more of outstanding voting power. The proxy explains that these purchasers are related to founder Guangde Cai and that, if issued, the combined holdings of Mr. Cai and his affiliates would rise to approximately 70.19% of outstanding common stock, resulting in potential concentration of voting power and the possibility of being deemed a “controlled company” under Nasdaq rules. The Board frames the transaction as a necessary financing: it evaluated alternative capital sources, found limited timely alternatives, and intends to use proceeds to obtain touch-screen complete systems through in-house development or acquisition, which it says will facilitate business expansion. The Board also emphasizes that Mr. Cai is not a new investor but has been continuously involved since the company’s origins, arguing the issuances formalize and strengthen an existing commitment rather than introduce an outside controller. Management discloses potential adverse effects, including voting dilution for other shareholders, reduced public float, possible impacts on market liquidity and volatility, and the risk that concentrated ownership could delay or prevent certain corporate actions. The Board’s recommendation is to vote FOR the proposal, justifying that the capital infusion and likelihood of consummation on the agreed terms outweigh the governance concerns. The proposal raises clear governance trade-offs between near-term capital needs and long-term shareholder rights and market dynamics, and investors should weigh the company’s financing constraints and the founder’s existing relationship with the company when evaluating the merits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lepercq De Neuflize Asset Management LLC | 1.52% | 203,954 | $247K |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 1.21% | 161,558 | $195K |
| 3 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.81% | 108,900 | $132K |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.46% | 61,480 | $74K |
| 5 | HRT FINANCIAL LP | 0.34% | 45,423 | $55K |
| 6 | JANE STREET GROUP, LLC | 0.28% | 36,883 | $45K |
| 7 | Virtu Financial LLC | 0.26% | 34,230 | $41K |
| 8 | CITADEL ADVISORS LLC | 0.20% | 26,476 | $32K |
| 9 | HighTower Advisors, LLC | 0.16% | 21,500 | $26K |
| 10 | PRIMORIS WEALTH ADVISORS, LLC | 0.15% | 20,000 | $24K |
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