UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-41887
Linkage Global Inc
2-23-3 Minami-Ikebukuro, Toshima-ku
Tokyo, Japan 171-0022
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
EXPLANATORY NOTE
The annual general meeting of shareholders of Linkage Global Inc, a
company incorporated under the laws of the Cayman Islands (the “Company”), will be held on March 10, 2025 (the “Meeting”).
In connection with the Meeting, the Company hereby furnishes the following document:
Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Linkage Global Inc |
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| Date: February 13, 2025 |
By: |
/s/ Zhihua Wu |
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Name: |
Zhihua Wu |
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Title: |
Chief Executive Officer, Director, and
Chairman of the Board of Directors |
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Exhibit 99.1
Linkage Global Inc
(incorporated in the Cayman Islands with limited liability)
(Nasdaq: LGCB)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual
general meeting of shareholders (the “Meeting”) of Linkage Global Inc, a Cayman Islands exempted company with limited
liability (the “Company”), will be held on March 10, 2025, at 9:00 a.m., Eastern Time, at 25th Floor, Building
A, Sea Lion Intelligent Center, No. 11 Keji East Road, High Tech Zone, Fuzhou City, Fujian Province, People’s Republic of China,
for the purpose of shareholders considering and if thought fit passing the following resolutions:
| 1. | It is resolved as an ordinary resolution to re-elect Zhihua Wu as a director of the Company to hold office
until the next annual general meeting of the Company. |
| 2. | It is resolved as an ordinary resolution to re-elect Ryo Fuyunishiki as a director of the Company
to hold office until the next annual general meeting of the Company. |
| 3. | It is resolved as an ordinary resolution to re-elect Hui Li as a director of the Company to hold
office until the next annual general meeting of the Company. |
| 4. | It is resolved as an ordinary resolution to re-elect Tay Sheve Li as a director of the Company to
hold office until the next annual general meeting of the Company. |
| 5. | It is resolved as an ordinary resolution to re-elect Zhiyong Wu as a director of the Company to hold
office until the next annual general meeting of the Company. |
| 6. | It is resolved as an ordinary resolution that that the re-appointment of HTL International, LLC as the
Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 be confirmed, ratified and
approved. |
| 7. | It is resolved as an ordinary resolution that: |
(a) conditional upon the approval of
the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may
determine (the “Effective Date”):
(i) the authorised, issued, and outstanding
shares of the Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser
whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of
the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value)
as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”);
(ii) no fractional Shares be issued in
connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share
upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and;
(iii) any change to the Company’s
authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment
to be determined by the Board in its sole discretion;
(b) any one director or officer of the
Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement,
carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
| 8. | It is resolved, as a special resolution, that subject to and immediately following the Share Consolidation
being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the
Company’s existing memorandum of association, to reflect the Share Consolidation. |
| 9. | It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die,
if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or
otherwise in connection with, the approval of the foregoing proposals. |
The Board of Directors has fixed the close of
business on February 10, 2025 as the record date (the “Record Date”) for determining the shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment thereof. Only holders of Class A ordinary shares of par value US$0.00025 each
and Class B ordinary shares of par value US$0.00025 each in the capital of the Company on the Record Date are entitled to receive notice
of and to vote at the Meeting or any adjournment thereof.
A shareholder who is entitled to attend and vote
at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. Such proxyholder need not be
a member.
Shareholders may obtain a copy of the proxy materials,
including the Company’s 2024 annual report, from the Company’s website at https://www.linkagecc.com/financial_reports
or by submitting a request to ir@linkagecc.com. This notice of the Meeting, the accompanying proxy statement, and the proxy card
will be sent or made available to shareholders on or about February 13, 2025.
| By Order of the Board of Directors, |
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| /s/ Zhihua Wu |
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| Zhihua Wu |
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| Chairman of the Board of Directors |
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February 13, 2025
Linkage Global Inc
ANNUAL GENERAL MEETING OF SHAREHOLDERS
March 10, 2025
9:00 a.m., Eastern Time
PROXY STATEMENT
The board of directors (the “Board of
Directors”) of Linkage Global Inc (the “Company”) is soliciting proxies for the annual general meeting of
shareholders (the “Meeting”) of the Company to be held on March 10, 2025, at 9:00 a.m., Eastern Time, at 25th
Floor, Building A, Sea Lion Intelligent Center, No. 11 Keji East Road, High Tech Zone, Fuzhou City, Fujian Province, People’s Republic
of China, or any adjournment thereof.
Only holders of Class A ordinary shares of par
value US$0.00025 each (the “Class A Ordinary Shares”) and Class B ordinary shares of par value US$0.00025 each (the
“Class B Ordinary Shares”) in the capital of the Company of record at the close of business on February 10, 2025 (the
“Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more shareholders
holding shares of the Company present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative,
that represent not less than one-third of the outstanding shares carrying the right to vote at the Meeting shall be a quorum for all purposes.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint one or more proxies to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder
of the Company. Each holder of the Company’s Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary
Share held by such holder on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to 100 votes
in respect of each Class B Ordinary Shares held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions will be proposed as
follows:
| 1. | It is resolved as an ordinary resolution to re-elect Zhihua Wu as a director of the Company to hold office
until the next annual general meeting of the Company. |
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| 2. | It is resolved as an ordinary resolution to re-elect Ryo Fuyunishiki as a director of the Company to hold
office until the next annual general meeting of the Company. |
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| 3. | It is resolved as an ordinary resolution to re-elect Hui Li as a director of the Company to hold office
until the next annual general meeting of the Company. |
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| 4. | It is resolved as an ordinary resolution to re-elect Tay Sheve Li as a director of the Company to hold
office until the next annual general meeting of the Company. |
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| 5. | It is resolved as an ordinary resolution to re-elect Zhiyong Wu as a director of the Company to hold
office until the next annual general meeting of the Company. |
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| 6. | It is resolved as an ordinary resolution that that the re-appointment of HTL International, LLC as the
Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 be confirmed, ratified and
approved. |
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| 7. | It is resolved as an ordinary resolution that: |
(a) conditional upon the approval of
the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may
determine (the “Effective Date”):
(i) the authorised, issued, and outstanding
shares of the Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser
whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of
the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value)
as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”);
(ii) no fractional Shares be issued in
connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share
upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and;
(iii) any change to the Company’s
authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment
to be determined by the Board in its sole discretion;
(b) any one director or officer of the
Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement,
carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
| 8. | It is resolved, as a special resolution, that subject to and immediately following the Share Consolidation
being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the
Company’s existing memorandum of association, to reflect the Share Consolidation. |
| 9. | It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die,
if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or
otherwise in connection with, the approval of the foregoing proposals. |
The Board of Directors unanimously recommends
a vote “FOR” each of the Proposals No. 1 through 9.
VOTING PROCEDURE FOR HOLDERS OF SHARES
Shareholders entitled to vote at the Meeting may
do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date,
and return the attached proxy card in accordance with the instructions set out therein.
A proxy need not be a shareholder of the Company.
A proxy card is enclosed with this proxy statement. It contains important instructions about completing and giving it to the Company.
You must ensure that your completed and signed
proxy card, and any power of attorney or other authority (if any) under which it is signed, is deposited in accordance with the instructions
set out therein. Proxy cards received after the time set out therein may be disregarded.
In the case of joint holders, the vote of the
senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative
or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined
by the order in which names stand in the Company’s register of members.
If you are a body corporate, you may (instead
of appointing a proxy) appoint an individual (a representative) to act as your representative at the Meeting. A body corporate wishing
to act by a duly authorized representative must identify that person to the Company by notice in writing delivered to the Company prior
to the Meeting. The Board of Directors reserve the right to require production of any evidence considered necessary to determine the validity
of the notice. Where a duly authorised representative is present at a meeting that shareholder is deemed to be present in person; and
the acts of the duly authorised representative are personal acts of that shareholder.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to the Marketplace Rules of Nasdaq Stock
Market, LLC (“Nasdaq”), which permit companies to make available their annual report to shareholders on or through
the company’s website, the Company posts its annual reports on the Company’s website. The annual report for the fiscal year
ended September 30, 2024 (the “2024 Annual Report”) has been filed with the U.S. Securities and Exchange Commission.
The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders.
You may obtain a copy of the Company’s 2024 Annual Report to shareholders by visiting the “Financial Reports” group
under the “Financial Information” section of the Company’s website at https://www.linkagecc.com. If you want
to receive a paper or email copy of the Company’s 2024 Annual Report to shareholders, you must request one. There is no charge to
you for requesting a copy. Please make your request for a copy to the investor relationships contact of the Company at ir@linkagecc.com.
PROPOSAL NO. 1 THROUGH NO. 5
RE-ELECTION OF DIRECTORS
To consider and approve a proposal for the Company to re-elect current
directors to hold office until the next annual general meeting of shareholders of the Company or until his or her appointment is otherwise
terminated in accordance with the articles of association of the Company.
DIRECTORS FOR ELECTION
The directors named below will seek re-election at
the Meeting. If re-elected, each director will hold office until the next general meeting of the shareholders of the Company or until
his or her appointment is otherwise terminated in accordance with the articles of association of the Company.
Mr. Zhihua Wu has been
our Chief Executive Officer since March 2022 and been our Director and Chairman of the Board since March 2023. He has served
as the Chief Executive Officer of Chuancheng Digital, HQT NETWORK, and EXTEND since June 2021, March 2016, and July 2011,
respectively, and is responsible for the management of day-to-day operations and high-level strategizing and business planning.
Prior to joining our Company, Mr. Wu was the CEO of Tsuukanmuri Co., Ltd., a Japanese company focusing on import and export trade,
from June 2010 to June 2011. Mr. Wu received his Bachelor’s degree in Information Electronic System Engineering from
Daiichi Institute of Technology in 2010. As of the date of this annual report, Mr. Wu also holds the following prominent positions
outside of the Company: (i) vice president of the first council of Fuzhou Cross-border E-commerce Association and (ii) vice
president of Minhou County Youth Entrepreneurship Promotion Association.
Mr. Ryo Fuyunishiki has
been our Director and Chief Operating Officer since March 2023. He has served as the Chief Operating Officer of the Company’s
subsidiary, EXTEND, since 2011. He obtained his Bachelor’s degree in Economics from Takushoku University in 2006.
Ms. Hui Li has been our
independent director since September 2024. She has over a decade of experience in legal practice. Since September 2023, Ms.
Li has served as a member of the management committee at Beijing Yingke (Fuzhou) Law Firm. She has served as an equity senior partner
at such firm since March 2021, following her tenure as a senior partner from February 2019 to February 2021. Additionally,
Ms. Li has been the deputy director of the National Women Lawyers’ Committee at Beijing Yingke Law Firm since March 2022. Ms.
Li received her Bachelor’s degree in Law from Northwest University of Political Science and Law in China in June 2008.
Ms. Tay Sheve Li has been our
independent director since September 2024. She has over ten years of management experience. Since November 2022, Ms. Li
has served as an executive officer and director at TT GO HK Limited, a property management company based in Hong Kong, where she
oversees the company’s day-to-day operations. From August 2014 to November 2022, Ms. Li was a director at Silver
Castle Limited, a company engaged in the trading of electronics products. Ms. Li earned her Master’s degree in Applied Finance from
the University of Western Sydney in Australia in March 2024 and her Bachelor’s degree in Accounting and Finance from the University
of Strathclyde in the United Kingdom in July 1994.
Mr. Zhiyong Wu has been our
independent director since September 2024. He has over 20 years of experience in investment management. Since August 2012,
Mr. Wu has been a co-founder and chairman of the board of directors at FH Capital, where he has focused on start-up investments,
equity investments, and post-investment management. Previously, Mr. Wu was an investment director at Actis Capital, LLP, from
November 2009 to June 2012, where he specialized in investment and mergers and acquisitions in the education sector. From March 2009
to November 2009, he worked as a vice president at Cybernaut Investment Group, handling investment in the education sector and post-investment management.
Prior to that, Mr. Wu was a vice president at The Balloch Group from March 2007 to March 2009, managing underwriting for
U.S. listed companies. From February 2005 to March 2007, Mr. Wu worked as an investment manager in the Investment
Department of Deutsche Bank, where he was responsible for the investment and acquisition of non-performing asset portfolios. Mr. Wu
received his EMBA degree from Tsinghua University in China in June 2023 and obtained his Master’s degree in Finance from the
University of International Business and Economics in China in July 2005. Mr. Wu received his Bachelor’s degree in Engineering
Management from Beijing Jiaotong University in China in September 1995.
RESOLUTIONS TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
It is resolved as an ordinary resolution to re-elect Zhihua
Wu as a director of the Company to hold office until the next annual general meeting of the Company.
It is resolved as an ordinary resolution to re-elect Ryo
Fuyunishiki as a director of the Company to hold office until the next annual general meeting of the Company.
It is resolved as an ordinary resolution to re-elect Hui
Li as a director of the Company to hold office until the next annual general meeting of the Company.
It is resolved as an ordinary resolution to re-elect Tay
Sheve Li as a director of the Company to hold office until the next annual general meeting of the Company.
It is resolved as an ordinary resolution to re-elect Zhiyong
Wu as a director of the Company to hold office until the next annual general meeting of the Company.
VOTE REQUIRED FOR APPROVAL
Each of Proposals No. 1 through No. 5 will
be approved if a simple majority of the total votes properly cast in person or by proxy at the Meeting by the holders of Shares of the
Company entitled to vote at the Meeting vote “FOR” the proposal.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE RE-ELECTION OF DIRECTORS.
PROPOSAL NO. 6
THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Company’s audit committee re-appointed HTL International,
LLC as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2025.
In the event that our shareholders fail to approve or ratify the re-appointment
and the authorization, our audit committee will reconsider its selection. Even if the re-appointment is approved or ratified, our audit
committee, in its discretion, may recommend the appointment of a different independent registered public accounting firm at any time during
the year if the audit committee believes that such a change would be in the best interests of the Company and its shareholders.
The approval and ratification of the re-appointment of HTL International,
LLC as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2025 will be proposed
as an ordinary resolution of the Company.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
It is resolved as an ordinary resolution
that that the re-appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal
year ending September 30, 2025 be confirmed, ratified and approved.
VOTE REQUIRED FOR APPROVAL
Proposal No. 6 will be approved if a simple majority
of the total votes properly cast in person or by proxy at the Meeting by the holders of Shares of the Company entitled to vote at the
Meeting vote “FOR” the proposal.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL NO. 7
SHARE CONSOLIDATION
To consider and approve a proposal to authorize
the Board of Directors to effect a consolidation of the Company’s authorized and issued shares on such date as the Board of Directors
shall determine, at a ratio of no less than 2-for-1 and no greater than 100-for-1, to be determined by the Board of
Directors in its sole discretion.
Purpose of the Share Consolidation
The Company’s Class A Ordinary Shares are
currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “LGCB.” Among other requirements,
the listing maintenance standards established by Nasdaq require the Class A Ordinary Shares to have a minimum closing bid price of at
least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if the closing
bid price of the Class A Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency
notice to the Company. Thereafter, if the Class A Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive
business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Ordinary Shares.
On October 31, 2024, the Company received a written
notification from the Nasdaq Stock Market LLC notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and
the Company was provided 180 calendar days, or until April 29, 2025, to regain compliance.
To regain compliance with the Minimum Bid Price
Rule, the Board of Directors has determined that it is in the best interests of the Company to solicit the approval of the shareholders
for the Board of Directors to decide whether and when to effect the Share Consolidation.
In the event the Class A Ordinary Shares were
no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to trade its Class A Ordinary Shares on the OTC
Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and
not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Class A Ordinary
Shares would likely have a negative impact on the liquidity and market price of the Class A Ordinary Shares and may increase the spread
between the “bid” and “ask” prices quoted by market makers.
The Board of Directors has considered the potential
harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading
price of the Class A Ordinary Shares; and (ii) the liquidity and marketability of the Class A Ordinary Shares. This could reduce the ability
of holders of the Class A Ordinary Shares to purchase or sell Class A Ordinary Shares as quickly and as inexpensively as they have done
historically. Delisting could also adversely affect the Company’s relationships with customers who may perceive the Company’s
business less favorably, which would have a detrimental effect on such relationships.
Furthermore, if the Class A Ordinary Shares were
no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding
to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Class A Ordinary
Shares, which may cause the market price of the Class A Ordinary Shares to decline.
However, there can be no assurance that Proposal
No. 7, if effected and completed, will result in the intended benefits, such as increasing the trading price of the Class A ordinary shares
or maintaining the continued listing of the Class A Ordinary Shares on Nasdaq.
Registration and Trading of our Class A Ordinary
Shares
The Share Consolidation will not affect the registration
of the Class A Ordinary Shares or the Company’s obligation to publicly file financial statements and other information with the
U.S. Securities and Exchange Commission. If and when the Share Consolidation is implemented, the Class A Ordinary Shares will begin trading
on a post-split basis on the effective date. In connection with the Share Consolidation, the CUSIP number of the Class A Ordinary Shares
(which is an identifier used by participants in the securities industry to identify our Class A ordinary shares) will change.
Fractional Shares
No fractional Shares shall be issued in connection
with the Share Consolidation and all fractional Shares (after aggregating all fractional Shares that would otherwise be received by a
shareholder) resulting from the Share Consolidation will instead be rounded up to the whole number of Shares.
Authorized Share Capital
At the time the Share Consolidation is effective,
the Company’s authorized share capital will be consolidated at the same ratio meaning there will be a reduction in the authorized
share capital of the Company by a factor between 2 and 100.
Street Name Holders of Class A Ordinary Shares
The Company intends for the Share Consolidation
to treat shareholders holding Class A Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as
shareholders whose shares are registered in their names. Should the Board of Directors determines the effective time of the Share Consolidation,
nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures.
Accordingly, shareholders holding Class A Ordinary Shares in street name should contact their nominees.
Share Certificates
Should the Board of Directors choose to effect
the Share Consolidation, the Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation
as of the effective time.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
It is resolved as an ordinary resolution that:
(a) conditional upon the approval of the board of directors
of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective
Date”):
(i) the authorised, issued, and outstanding shares of the
Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share
amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company,
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing
Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”);
(ii) no fractional Shares be issued in connection with
the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share
Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and;
(iii) any change to the Company’s authorized share
capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined
by the Board in its sole discretion;
(b) any one director or officer of the Company be and is
hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out
and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
VOTE REQUIRED FOR APPROVAL
Proposal No. 7 will be approved if a simple majority of the total votes
properly cast in person or by proxy at the Meeting by the holders of Shares of the Company entitled to vote at the Meeting vote “FOR”
the proposal.
Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE SHARE CONSOLIDATION.
PROPOSAL NO. 8
AMENDMENT
AND RESTATEMENT OF MEMORANDUM OF
ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION
Subject to approval by shareholders of Proposal No. 7 (the Share
Consolidation), to consider and approve the adoption of a amended and restated memorandum of association to reflect the consolidated authorized
share capital of the Company resulting from the Share Consolidation, with the adoption of the amended and restated memorandum of association
to take effect upon the effectiveness of the Share Consolidation.
The only substantive change to be made to the Company’s memorandum
of association pursuant to this Proposal No. 8 is to update paragraph 8 of the memorandum of association, which such paragraph describes
the authorized share capital of the Company.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
It is resolved, as a special resolution,
that subject to and immediately following the Share Consolidation being effected, the Company adopt an amended and restated memorandum
of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation.
VOTE REQUIRED FOR APPROVAL
Proposal No. 8 will be approved if at least two-thirds
of the total votes properly cast in person or by proxy at the Meeting by the holders of Shares of the Company entitled to vote at the
Meeting vote “FOR” the proposal.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
AMENDMENT AND RESTATEMENT OF MEMORANDUM OF
ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION.
PROPOSAL NO. 9
Meeting
ADJOURNMENT
Proposal No. 9, if adopted, will allow the Board
of Directors to adjourn the Meeting to a later date or dates or sine die, if necessary to permit further solicitation and vote of proxies
if, at the time of the Meeting of the Company, there are not sufficient votes for, or otherwise in connection with, the approval of the
foregoing proposals or any proposal to be presented at the Meeting. If Proposal No. 9 is not approved by shareholders, the Board of Directors
may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the foregoing proposals.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
It is resolved, as an ordinary resolution,
to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the
time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
VOTE REQUIRED FOR APPROVAL
Proposal No. 9 will be approved if a simple majority
of the total votes properly cast in person or by proxy at the Meeting by the holders of Shares of the Company entitled to vote at the
Meeting vote “FOR” the proposal.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
the Meeting ADJOURNMENT.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| |
By order of the Board of Directors |
| |
|
| Date: February 13, 2025 |
/s/ Zhihua Wu |
| |
Zhihua Wu |
| |
Chairman of the Board of Directors |
13
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