NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 7, 2017
To
the Stockholders of Fortune Valley Treasures, Inc.
A
Special Meeting of Stockholders (the “Special Meeting”) of Fortune Valley Treasures, Inc., a Nevada corporation (the
“Company”), will be held at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen, 518000, China. on Monday,
September 11, 2017, at 9:30 a.m. for the following purposes:
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1.
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To
approve an amendment to the Articles of Incorporation to increase our authorized capital 75,000,000 common shares to 2,000,000,000
common shares.
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2.
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To
approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit
additional proxies; and
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3.
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To
transact such other business as may properly come before the meeting, or any postponement
or adjournment thereof.
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THE
BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.
You
have the right to receive notice of and to vote at the Special Meeting if you were a stockholder of record at the close of business
on August 15, 2017. Whether or not you expect to be present in person at the Special Meeting, please sign the proxy and return
it promptly. In the event there are not sufficient votes for a quorum or to approve any of the foregoing proposals at the time
of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of the proxies by the Company.
By
Order of the Board,
Lin Yumin
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President, Secretary, Treasurer, Director,
Chairman of the Board
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August 25, 2017
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Even
if you vote your shares prior to the Special Meeting, you still may attend the Special Meeting and vote your shares in person.
FORTUNE
VALLEY TREASURES, INC.
19F,
Lianhe Tower, 1069 Nanhai Ave, Nanshan District,
Shenzhen,
518000, China
Tel:
(86) 75586961406
PROXY
STATEMENT
SPECIAL
MEETING OF STOCKHOLDERS
This
proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”)
of Fortune Valley Treasures, Inc. a Nevada corporation (the “Company,” “we,” “us”
or “our”), for use at the Company’s 2015 Special Meeting of Stockholders (the “Special Meeting”)
to be held on Monday, September 11, 2017, at 9:30 a.m. Shenzhen China Time at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District,
Shenzhen, 518000, China and at any postponements or adjournments thereof. This proxy statement, the accompanying proxy card are
first being sent to stockholders on or about September 1, 2017
We
encourage you to vote your shares, either by voting in person at the Special Meeting or by granting a proxy
(i.e.,
authorizing
someone to vote your shares). If you properly sign and date the proxy card, and the Company receives it in time for the Special
Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified.
Please complete and return the paper proxy card in the pre-addressed, postage-paid envelope provided.
SPECIAL
MEETING INFORMATION
Date
and Location
We
will hold the Special Meeting on Monday, September 11, 2017, at 9:30 a.m. Shenzhen, China Time at 19F, Lianhe Tower, 1069 Nanhai
Ave, Nanshan District, Shenzhen, 518000, China.
Admission
Only
record or beneficial owners of the Company’s common stock as of the close of business on August 15, 2017 or their proxies
may attend the Special Meeting. Beneficial owners must also provide evidence of stock holdings, such as a recent brokerage account
or bank statement.
Purpose
of the Special Meeting
At
the Special Meeting, you will be asked to vote on the following proposals:
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1.
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To approve an amendment
to the Articles of Incorporation to increase our authorized capital from 75,000,000 common shares to 2,000,000,000
common shares.
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2.
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To approve
the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.
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VOTING
INFORMATION
Record
Date and Quorum Required
The
record date of the Special Meeting is the close of business on August 15, 2017 (the “Record Date”). You may cast one
vote for each share of our common stock that you own as of the Record Date.
A
quorum of stockholders must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting,
in person or by proxy, of stockholders entitled to cast a majority of the votes entitled to be cast as of the Record Date will
constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Broker shares for which the nominee has
not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain
proposals (“Broker Non-Votes”) will be treated as shares present for quorum purposes. On the Record Date, there were
7,750,000 shares of our common stock outstanding and entitled to vote. Thus, 3,875,001 shares of our common stock must be represented
by stockholders present at the Special Meeting or by proxy to have a quorum.
If a quorum is not present
at the Special Meeting, the stockholders who are represented may adjourn the Special Meeting until a quorum is present.
The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for
which an adjournment is sought, to permit further solicitation of proxies.
Submitting
Voting Instructions for Shares Held Through a Broker
If you hold shares of common
stock through a broker, bank or other nominee, you must follow the voting instructions you receive from your broker, bank or nominee.
If you hold shares of our common stock through a broker, bank or other nominee and you want to vote in person at the Special
Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the meeting. If you do not
submit voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not be permitted to
vote your shares on any proposal considered at the Special Meeting.
Authorizing
a Proxy for Shares Held in Your Name
If you are a record holder
of shares of our common stock, you may authorize a proxy to vote on your behalf by mail, as described on the enclosed proxy card.
Authorizing a proxy will not limit your right to vote in person at the Special Meeting. A properly completed, executed
and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke the proxy. If you authorize
a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the Board’s recommendations.
Revoking
Your Proxy
If you are a stockholder
of record, you can revoke your proxy by (1) delivering a written revocation notice prior to the Special Meeting to our
President and Secretary, Lin Yumin at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen, 518000, China.; (2) delivering
a later-dated proxy that we receive no later than the opening of the polls at the Special Meeting; or (3) voting in person at
the Special Meeting. If you hold shares of common stock through a broker, bank or other nominee, you must follow the instructions
you receive from your nominee in order to revoke your voting instructions. Attending the Special Meeting does not revoke your
proxy unless you also vote in person at the Special Meeting.
Vote
Required
Proposal
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Vote
Required
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Broker
Discretionary Voting Allowed
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Effect
of Absentions and Broker Non-Votes
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Proposal
1 —
To approve an amendment to the Articles of Incorporation to increase
our authorized capital 75,000,000 common shares to 2,000,000,000 common shares.
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Affirmative
vote of the majority of the votes entitled to be cast by the holders of the common stock.
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No
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Abstentions
and broker non-votes, if any, will have the same effect of a vote against this proposal.
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Proposal
2 —
To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.
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Affirmative
vote of the holders of a majority of the votes cast at the Special Meeting.
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No
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Abstentions
and broker non-votes, if any, will have the same effect of a vote against this proposal.
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INFORMATION
REGARDING THIS SOLICITATION
Our
Board is making this solicitation and the Company will bear the expense of the solicitation of proxies for the Special Meeting,
including the cost of preparing, printing, and mailing this proxy statement, the accompanying Notice of Special Meeting of Stockholders,
and the proxy card. If brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or
in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies form,
such beneficial owners, we will reimburse such persons for their reasonable expenses in so doing. In addition, we will indemnify
them against any losses arising out of that firm’s proxy soliciting services on our behalf.
In
addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile
transmission by directors, officers or employees of the Company the Company’s officers are located at 19F, Lianhe Tower,
1069 Nanhai Ave, Nanshan District, Shenzhen, 518000, China. No additional compensation will be paid to directors, officers or
regular employees of the Company for such services.
If a stockholder wishes
to participate in the Special Meeting, the stockholder may submit the proxy card originally sent with this Proxy Statement or attend
in person.
The
SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement
and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,”
potentially means extra convenience for stockholders and cost savings for companies.
A
number of brokerages and other institutional holders of record have implemented householding. A single proxy statement will be
delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.
If you have received notice from your broker that it will be householding communications to your address, householding will continue
until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding
and would prefer to receive a separate proxy statement, please notify your broker. Stockholders who currently receive multiple
copies of the proxy statement at their addresses and would like to request information about householding of their communications
should contact their brokers or other intermediary holder of record. You can notify us by sending a written request to: Lin Yumin,
President and Secretary, 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen, 518000, China.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of
August 25, 2017
, the beneficial ownership of each current director, the Company’s
executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of the Company’s common
stock, and the executive officers and directors as a group.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and includes
voting or investment power with respect to the securities. Common stock subject to options or warrants that are currently exercisable
or exercisable within 60 days of
August 15, 2017,
are deemed to be outstanding and beneficially owned by the person holding
such options or warrants. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership
of any other person. Percentage of ownership is based on
7,750,000
shares of the Company’s common stock outstanding
as of
August 25, 2017
.
Unless
otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the
shares beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law.
Unless otherwise indicated, the address of all executive officers and directors is c/o President and Secretary, 19F, Lianhe Tower,
1069 Nanhai Ave, Nanshan District, Shenzhen, 518000, China.
The
Company’s directors are divided into two groups — interested directors and independent directors. Interested directors
are “interested persons” as defined in Section 2(a)(19) of the 1940 Act.
IDENTITY
OF PERSON
OR
GROUP
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CLASS
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TOTAL
SHARES OWNED
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PERCENT
OF
SHARES
OWNED
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Lin Yumin
President,
Secretary, Treasurer, Director
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Common Stock
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0
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0
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%
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Xinlong Shen
Director
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Common Stock
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1,090,000
Direct
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14.06
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%
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Directors and Executive
Officers as a Group (2 persons)
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Common Stock
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1,090,000
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14.06
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%
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(1)
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Beneficial
ownership has been determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended.
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(2)
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The
persons named above known to be a beneficial owner of 5% or more of the Company’s
stock may be deemed to be a “parent” and “promoter” of the Company,
within the meaning of such terms under the Securities Act of 1933, as amended, by virtue
of his direct holdings in the Company.
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The
following table sets forth as of August 15, 2017, the dollar range of our securities
owned by our directors and executive officers.
Name
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Dollar
Range of Equity
Securities
Beneficially Owned
(1)(2)
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Interested
Director:
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Xinlong Shen
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over
$100,000
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Independent Directors:
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Lin
Yumin
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0
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Lin Yumin
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0
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(1)
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The
dollar range of the equity securities beneficially owned is based on the closing price
per share of the Company’s common stock of $1.80 on August 25, 2017 on the OTCBB.
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(2)
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The
dollar ranges of equity securities beneficially owned are: none; $1-$10,000; $10,001-$50,000;
$50,001-$100,000; and over $100,000.
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PROPOSAL
1: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S
AUTHORIZED CAPITAL FROM 75,000,000 TO 2,000,000,000 COMMON SHARES
The
Board has adopted, and recommends that stockholders approve an amendment to the Company’s Articles of Incorporation to increase
our authorized capital from 75,000,000 common shares to 2,000,000,000 common shares. (the “Increase in Authorized Capital
Proposal”).
The
Increase in Authorized Capital Proposal
The
form of the proposed amendment to the Company’s Articles of Incorporation to affect an increase in Authorized Capital is
attached to this Proxy Statement as Appendix A. Under the terms of the Authorized Capital Proposal, the Board will be given the
authority to implement the proposed amendment.
Reasons
for the Proposal
The
purpose of the amendment to our Articles of Incorporation is to reorganize our capital structure, which management believes will
better position us to attract financing and to have share capital available for possible acquisitions. We are currently considering
using shares for the acquisition of a company. Please see the attached financials. The Board will make the decision once all the
information has been completely analyzed. There will be no change to the issued and outstanding common shares as a result of the
increase in our authorized capital.
Effect
of the Increase in Authorized Capital on Holders of Outstanding Common Stock
If
implemented, the Increase in Authorized Capital will affect all holders of common stock uniformly and will not affect any stockholder’s
percentage ownership interest in the Company. In addition, the Increase in Authorized Capital will not affect any stockholder’s
proportionate voting power.
After
the effective date of the Increase in Authorized Capital, we will continue to be subject to the periodic reporting and other requirements
of the Securities Exchange Act of 1934, as amended. The common stock will continue to be listed on the OTCBB under the symbol
“FVTI”.
No
Going Private Transaction
The
Increase in Authorized Capital, if implemented, is not intended to be the first step in a “going private transaction”
within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.
Federal
Income Tax Consequences of the Increase in Authorized Capital
Whereas
the Increase in Authorized Capital has no effect on individual shareholders share positions, there are no material U.S. federal
income tax consequences of the Increase in Authorized Capital to holders of common stock.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION
TO AUTHORIZE THE INCREASE IN AUTHORIZED CAPITAL
.
PROPOSAL
2: ADJOURNMENT OF THE SPECIAL MEETING
The
Company’s stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary
or appropriate, to solicit additional proxies in favor of any or all of the other proposals set forth in this proxy statement.
If
a quorum is not present at the Special Meeting, the Company’s stockholders may be asked to vote on the proposal to adjourn
the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient
votes at the time of the Special Meeting to approve one or more of the proposals, the Company’s stockholders may also be
asked to vote on the proposal to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor
of the other proposals. However, a stockholder vote may be taken on one of the proposals in this proxy statement prior to any
such adjournment if there are sufficient votes for approval on such proposal.
If
the adjournment proposal is submitted for a vote at the Special Meeting, and if the Company’s stockholders vote to approve
the adjournment proposal, the meeting will be adjourned to enable the Board to solicit additional proxies in favor of one or more
proposals. If the adjournment proposal is approved, and the Special Meeting is adjourned, the Board will use the additional time
to solicit additional proxies in favor of any of the proposals to be presented at the Special Meeting, including the solicitation
of proxies from stockholders that have previously voted against the relevant proposal.
The
Board believes that, if the number of shares of the Company’s common stock voting in favor of any of the proposals presented
at the Special Meeting is insufficient to approve the proposal, it is in the best interests of the Company’s stockholders
to enable the Board, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor
of the proposal. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be
voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the
time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow
the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special
Meeting adjourned or postponed.
The
Board unanimously recommends a vote “for” the adjournment of the Special Meeting,
if
necessary or appropriate, to solicit additional proxies.
OTHER
BUSINESS
The
Board knows of no other business to be presented for action at the Special Meeting. If any matters do come before the Special
Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the
person or persons exercising the authority conferred by the proxy at the Special Meeting. The submission of a proposal does not
guarantee its inclusion in the Company’s proxy statement or presentation at the Special Meeting unless certain securities
law requirements are met.
SUBMISSION
OF STOCKHOLDER PROPOSALS
The Company expects that
the Special Meeting of Stockholders will be held September 11, 2017. A stockholder who intends to present a proposal at
that Special Meeting pursuant to the SEC’s Rule 14a-8 must submit the proposal in writing to the Company at its address,
and the Company must receive the proposal on or before August 31, 2017, in order for the proposal to be considered for inclusion
in the Company’s proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the
Company’s proxy statement or presentation at the meeting.
PRIVACY
PRINCIPLES
We
are committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The following
information is provided to help you understand what personal information we collect, how we protect that information and why,
in certain cases, we may share information with select other parties.
Generally,
we do not receive any nonpublic personal information relating to our stockholders, although certain nonpublic personal information
of our stockholders may become available to us. We do not disclose any nonpublic personal information about our stockholders or
former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example,
to a transfer agent or third-party administrator).
We
restrict access to nonpublic personal information about our stockholders to employees of Fortune Valley Treasures, Inc. and its
affiliates with a legitimate business need for the information. We intend to maintain physical, electronic and procedural safeguards
designed to protect the nonpublic personal information of our stockholders.
By
Order of the Board
/s/
Lin Yumin
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President,
Secretary, Treasurer, Director
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August
25, 2017
Proxy
Card for the Special Meeting of Shareholders
THIS
PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Lin Yumin and
Shen Xinlong or either of them (with full power to act alone), as proxy, of Fortune Valley Treasures, Inc. (the “Corporation”),
having the power to appoint a proxy’s substitute, to represent me and to vote all the shares of the Corporation held of record
or which I am otherwise entitled to vote, at the close of business on August 15, 2017 at the Special Meeting of Shareholders to
be held at the Corporation’s offices at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen, 518000, China, on
Monday, September 11, 2017 at 09:30 a.m., local time, and at any adjournments thereof, with all the powers the undersigned would
possess if personally present, as indicated herein.
THIS
PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS SPECIFIED AND IN ACCORDANCE WITH THE ACCOMPANYING PROXY
STATEMENT. IF NO INSTRUCTION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED “FOR” IN ITEM 1,
ITEM 2 AND ITEM 3.
(Continued
on reverse side)
FOLD
AND DETACH HERE
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