Chaince Digital 提交8-K 股東年會將表決增發20倍授權股本及反向拆股

EX-99.1
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ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

CHAINCE
DIGITAL HOLDINGS INC.

1251
Avenue of the Americas, Floor 41

New
York, NY 10020

 

NOTICE
OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To
Be Held at 10:00 a.m. Eastern Time

on
August 24, 2026

(Record
Date – July 14, 2026)

 

To
the Shareholders of Chaince Digital Holdings Inc.:

 

This
notice to shareholders is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”)
of Chaince Digital Holdings Inc. (the “Company”) at the 2026 Annual General Meeting of Shareholders of the Company
(the “Meeting”) and at all adjournments and postponements thereof. The Meeting will be held on August 24, 2026, at
10:00 a.m., Eastern Time, in person at 1251 Avenue of the Americas, Floor 41, New York, NY 10020 and virtually via the Internet. You
will be able to attend the Meeting virtually and to vote and submit questions during the Meeting by registering in advance at https://meeting.vstocktransfer.com/CHAINCEAUG26.

 

At
the Meeting, you will be asked to consider and, if thought fit, pass and approve the following proposals:

 

 
 1.
 By
 way of separate ordinary resolutions, that (a) Dr. Alan Curtis and Mr. Hui Cheng be re-elected to serve as independent directors
 of the Company, (b) Mr. Shi Qiu be re-elected to serve as a director of the Company, (c) Mr. Jialin Li be elected to serve as an
 independent director of the Company as the successor to Mr. Peter Nobel, and (d) Mr. Gregory McGillis be elected to serve as an additional
 director of the Company (Dr. Curtis, Mr. Cheng and Mr. Li, collectively, the “Independent Director Nominees” and,
 together with Mr. Qiu and Mr. McGillis, the “Director Nominees”), with each Director Nominee to hold office until
 his successor is elected or appointed or his office is otherwise vacated in accordance with the Company’s memorandum and articles
 of association then in effect (“Proposal One”);

 
  
  

 
 2.
 By
 way of an ordinary resolution, to ratify the selection of Tang Qian & Associates PLLC as the Company’s independent registered
 public accounting firm for the fiscal year ending December 31, 2026 (“Proposal Two”);

 
  
  

 
 3.
 By
 way of an ordinary resolution, to increase the authorized share capital of the Company from US$4,000,000 divided into 1,000,000,000
 Ordinary Shares, par value US$0.004 per share, to US$80,000,000 divided into 20,000,000,000 Ordinary Shares, par value US$0.004 per
 share, by the creation of an additional 19,000,000,000 Ordinary Shares, par value US$0.004 per share, ranking pari passu in all respects
 with the existing Ordinary Shares, and to amend Clause 6 of the Company’s Fifth Amended and Restated Memorandum of Association
 in the form set out in Appendix A solely to reflect the foregoing increase in authorized share capital (“Proposal Three”);

 
  
  

 
 4.
 By
 way of an ordinary resolution, to authorize the Board, in its discretion and without further shareholder approval, to effect one
 or more share consolidations (reverse stock splits) of the Company’s issued and unissued Ordinary Shares (each, a “Share
 Consolidation”) at any time or from time to time on or before the third anniversary of the date of the Meeting, at such
 ratio or ratios of not less than 2:1 and not greater than 200:1 for each Share Consolidation and at such effective time or times
 as the Board may determine in its sole discretion; provided that the aggregate cumulative ratio of all Share Consolidations, if any,
 effected pursuant to this authority shall be not greater than 4,000:1; and to authorize the Board to determine the treatment of fractional
 shares and, to the extent permitted by Cayman Islands law and the Company’s memorandum and articles of association then in
 effect, make any corresponding proportionate adjustment to the number of authorized Ordinary Shares and the par value of each Ordinary
 Share (“Proposal Four”);

 
  
  

 
 5.
 To
 transact such other business as may properly come before the Meeting or any adjournment thereof.

 
 

THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OR RE-ELECTION OF EACH OF THE DIRECTOR NOMINEES UNDER PROPOSAL ONE
AND “FOR” EACH OF PROPOSALS TWO, THREE AND FOUR.

 

  

  

 

 

Holders
of record of the Company’s ordinary shares of a par value of US$0.004 each (“Ordinary Shares”) at the close
of business on July 14, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, this Meeting and any
adjournment or postponement thereof. Each Ordinary Share entitles the holder thereof to one vote.

 

Your
vote is important, regardless of the number of Ordinary Shares you own. Whether or not you plan to attend the Meeting in person or virtually
via the Internet, it is strongly recommended that you complete the enclosed Proxy Card in accordance with the instructions on the Proxy
Card and return it no later than 48 hours before the time appointed for the Meeting to ensure that your Ordinary Shares will be represented
at the Meeting if you are unable to attend.

 

The
Company’s Register of Members will be available for inspection by Members to the extent required by applicable law and the Company’s
Fifth Amended and Restated Memorandum and Articles of Association.

 

This
notice and the enclosed Proxy Card and related proxy materials are first being mailed or otherwise made available to shareholders of
the Company on July 29, 2026.

 

You
are urged to review carefully the information contained in the enclosed proxy materials prior to deciding how to vote your Ordinary Shares.

 

 
 By
 Order of the Board,
  

 
  
  

 
 /s/
 Shi Qiu
  

 
 Shi
 Qiu
  

 
 Director
 of the Board
  

 
 July
 22, 2026
  

 
 

IF
YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” THE ELECTION OR
RE-ELECTION OF EACH OF THE DIRECTOR NOMINEES UNDER PROPOSAL ONE AND “FOR” EACH OF PROPOSALS TWO, THREE AND FOUR.

 

Important
Notice Regarding the Availability of Proxy Materials

for
the Annual General Meeting to Be Held at 10:00 a.m. Eastern Time on August 24, 2026

 

The
Notice of 2026 Annual General Meeting of Shareholders, the accompanying Proxy Statement, the related Proxy Card and the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.sec.gov.

 

  

  

 

 

 

TABLE
OF CONTENTS

 

 
  
 Page

 
 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
 1

 
 THE ANNUAL GENERAL MEETING
 5

 
 General
 5

 
 Date, Time and Place of the Meeting
 5

 
 Purpose of the Meeting
 5

 
 Record Date and Voting Power
 5

 
 Quorum and Required Vote
 5

 
 Revocability of Proxies
 6

 
 Proxy Solicitation Costs
 6

 
 No Right of Appraisal
 6

 
 Who Can Answer Your Questions About Voting Your Shares
 6

 
 Principal Offices
 6

 
  
  

 
 PROPOSAL ONE — ELECTION OR RE-ELECTION OF DIRECTORS
 7

 
 Board Qualifications and Director Nominees
 7

 
 Information Regarding the Company’s Directors and the Director Nominees 
 7

 
 Vote Required
 9

 
 Recommendation of the Board
 9

 
 Corporate Governance
 9

 
  
  

 
 PROPOSAL TWO – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 14

 
 Overview
 14

 
 Vote Required
 14

 
 Recommendation of the Board
 14

 
  
  

 
 PROPOSAL THREE – INCREASE IN AUTHORIZED SHARE CAPITAL AND CORRESPONDING AMENDMENT TO MEMORANDUM OF ASSOCIATION
 15

 
 Overview
 15

 
 Vote Required
 15

 
 Recommendation of the Board
 15

 
  
  

 
 PROPOSAL FOUR – AUTHORIZATION OF ONE OR MORE SHARE CONSOLIDATIONS (REVERSE STOCK SPLITS)  
 16

 
 Overview
 16

 
 Vote Required
 16

 
 Recommendation of the Board
 16

 
  
  

 
 OTHER INFORMATION
 17

 
 Proxy Solicitation
 17

 
 Annual Report
 17

 
 Delivery of Proxy Materials to Households
 17

 
 Where You Can Find Additional Information
 17

 
 

APPENDIX
A — FORM OF AMENDMENT TO FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

 

  

  

 

 

CHAINCE
DIGITAL HOLDINGS INC.

 

Notice
to Shareholders

2026
ANNUAL GENERAL MEETING OF SHAREHOLDERS

to
be held at 10:00 a.m., Eastern Time, on August 24, 2026 in person at

1251
Avenue of the Americas, Floor 41, New York, NY 10020 and virtually via the Internet

 

QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS

 

Why
am I receiving these proxy materials?

 

These
proxy materials describe the proposals on which our Board would like you, as a shareholder, to vote on at the 2026 Annual General Meeting
of Shareholders of the Company (the “Meeting”), which will take place on August 24, 2026 at 10:00 a.m., Eastern Time,
in person at 1251 Avenue of the Americas, Floor 41, New York, NY 10020 and virtually via the Internet. You will be able to attend the
Meeting virtually and to vote and submit questions during the Meeting by registering in advance at https://meeting.vstocktransfer.com/CHAINCEAUG26.

 

Shareholders
are being asked to consider and, if thought fit, pass and approve proposals to (i) re-elect Dr. Alan Curtis and Mr. Hui Cheng as independent
directors, re-elect Mr. Shi Qiu as a director, elect Mr. Jialin Li as an independent director as the successor to Mr. Peter Nobel, and
elect Mr. Gregory McGillis as an additional director, with each Director Nominee to hold office until his successor is elected or appointed
or his office is otherwise vacated in accordance with the Company’s Fifth Amended and Restated Memorandum and Articles of Association;
(ii) ratify the selection of Tang Qian & Associates PLLC as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2026; (iii) increase the Company’s authorized share capital from US$4,000,000 divided into
1,000,000,000 Ordinary Shares, par value US$0.004 per share, to US$80,000,000 divided into 20,000,000,000 Ordinary Shares, par value
US$0.004 per share, by creating an additional 19,000,000,000 Ordinary Shares, par value US$0.004 per share, ranking pari passu in all
respects with the existing Ordinary Shares, and amend Clause 6 of the Company’s Fifth Amended and Restated Memorandum of Association
in the form set out in Appendix A to reflect the foregoing increase in authorized share capital; (iv) authorize the Board, in its discretion
and without further shareholder approval, to effect one or more share consolidations (reverse stock splits) of the Company’s issued
and unissued Ordinary Shares (each, a “Share Consolidation”) at any time or from time to time on or before the third anniversary
of the Meeting, at such ratio or ratios of not less than 2:1 and not greater than 200:1 for each Share Consolidation and at such effective
time or times as the Board may determine in its sole discretion; provided that the aggregate cumulative ratio of all Share Consolidations,
if any, effected pursuant to this authority shall be not greater than 4,000:1, and to determine the treatment of fractional shares, and,
to the extent permitted by Cayman law and the Company’s memorandum and articles of association then in effect, make any corresponding
proportionate adjustment to the number of authorized Ordinary Shares and the par value of each Ordinary Share; and (v) transact such
other business as may properly come before the Meeting or any adjournment thereof.

 

This
Notice and these proxy materials also give you information on the proposals so that you can make an informed decision. You should read
them carefully. Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing these
proxy materials.

 

In
these proxy materials, we refer to Chaince Digital Holdings Inc. as the “Company”, “we”, “us” or
“our.”

 

Who
can vote at this Meeting?

 

Shareholders
who are registered holders of our Ordinary Shares on July 14, 2026 (the “Record Date”) may attend and vote at this
Meeting. There were 79,443,800 Ordinary Shares issued and outstanding on the Record Date. Each Ordinary Share entitles its holder to
one vote on each matter submitted to shareholders.

 

 1

  

 

 

What
is the proxy card?

 

The
Proxy Card enables you to appoint a proxy, including the proxyholder or proxyholders named in the Proxy Card, as your representative
at this Meeting. By completing and returning the Proxy Card, you are authorizing this representative to vote your Ordinary Shares at
the Meeting in accordance with your instructions indicated on the Proxy Card.

 

How
does the Board recommend that I vote?

 

The
Board unanimously recommends that shareholders vote “FOR” the election or re-election of each of the Director Nominees under
Proposal One and “FOR” each of Proposals Two, Three and Four.

 

Which
proposals are routine or non-routine for broker voting purposes?

 

We
expect Proposal Two, the ratification of the selection of Tang Qian & Associates PLLC as the Company’s independent registered
public accounting firm, to be considered a routine matter under applicable broker voting rules. Accordingly, if your Ordinary Shares
are held in street name and you do not provide voting instructions to your broker, bank or other nominee, your broker, bank or other
nominee may have discretionary authority to vote your Ordinary Shares on Proposal Two. We expect Proposals One, Three and Four to be
considered non-routine matters. Accordingly, if your Ordinary Shares are held in street name and you do not provide voting instructions
to your broker, bank or other nominee, your broker, bank or other nominee will not be permitted to vote your Ordinary Shares on Proposals
One, Three or Four.

 

What
is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

Certain
of our shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates
in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

 

Shareholder
of Record/Registered Shareholders

 

If,
on the Record Date, your shares were registered directly in your name on the register of members, you are a “shareholder of record”
who may vote directly at the Meeting, and we are sending these proxy materials directly to you. As the shareholder of record, you have
the right to direct the voting of your shares by returning the enclosed Proxy Card or voting in person or virtually via the Internet
at the Meeting. Whether or not you plan to attend the Meeting virtually via the Internet or in person, please complete, date, sign and
return the enclosed proxy card to ensure that your vote is counted. Completing the proxy card in accordance with the instructions set
forth on the proxy card will not deprive you of your right to attend the Meeting and vote your Ordinary Shares in person or virtually
via the Internet.

 

Beneficial
Owner

 

If,
on the Record Date, your Ordinary Shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered
the beneficial owner of Ordinary Shares held “in street name,” and these proxy materials are being forwarded to you by your
broker or nominee who is considered the shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have
the right to direct your broker on how to vote your Ordinary Shares and to attend the Meeting. However, since you are not the shareholder
of record, you may not vote these Ordinary Shares in person or virtually via the Internet at the Meeting unless you receive a valid proxy
from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm,
bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with
these proxy materials; however, you will not be able to vote in person or virtually via the Internet at the Meeting.

 

 2

  

 

 

How
do shareholders of record vote?

 

If
you were a shareholder of record of the Company’s Ordinary Shares on the Record Date, you may vote at the Meeting, by attending
the Meeting in person or virtually via the Internet, or by submitting a proxy. Completing the proxy card in accordance with the instructions
set forth on the proxy card will not deprive you of your right to attend the Meeting and vote your Ordinary Shares in person or virtually
via the Internet. Each Ordinary Share that you own in your name entitles you to one vote, in each case, on the applicable proposals.

 

(1)
You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning
it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if you mark your voting
instructions on the proxy card, your shares will be voted in accordance with your instructions. Your vote by mail must be received no
later than 11:59 p.m. Eastern Time on August 21, 2026, which is at least 48 hours before the time appointed for the Meeting.

 

We
encourage you to examine your proxy card closely to make sure you are voting all of your Ordinary Shares in the Company.

 

If
you return a signed proxy card, but do not provide voting instructions, your shares will be voted:

 

 
  
 ●
 FOR
 the election or re-election of each of the Director Nominees under Proposal One;

 
  
 ●
 FOR
 each of Proposals Two, Three and Four.

 
 

You
may mail your proxy card to the following address:

 

VStock
Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598-9808.

 

(2)
You may submit your proxy electronically. You may submit your proxy electronically only by the method or methods specified on
the Proxy Card and in VStock’s related instructions. Any electronic proxy must be received no later than 11:59 p.m. Eastern Time
on August 21, 2026, which is at least 48 hours before the time appointed for the Meeting.

 

(3)
You may vote at the Meeting. Any shareholder of record may vote at the Meeting in person or virtually via the Internet. Shareholders
attending virtually may vote through the virtual-meeting platform in accordance with VStock’s instructions. A control number may
be required.

 

How
do beneficial owners vote?

 

If
you hold your shares through a bank, broker, or other nominee (i.e., as a “beneficial owner”), you will not be able to vote
your shares directly through the procedures described above for shareholders of record. To vote, you must follow the instructions provided
by your bank, broker, or nominee.

 

If
you wish to vote at the Meeting, you will need to obtain a Legal Proxy from your bank, broker or nominee giving you the right to vote
your shares at the Meeting. Once you have obtained your Legal Proxy, you must submit that document with a voting document indicating
your vote to [email protected].

 

Please
note that we cannot accept a beneficial holder’s vote during the Meeting unless both the Legal Proxy and completed proxy card have
been received in advance.

 

If
I plan on attending the Meeting, should I return my proxy card?

 

Yes.
Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in these proxy materials,
please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided in accordance
with the instructions on the proxy card or submit it electronically using the method specified on the Proxy Card.

 

May
I change my mind after I return my proxy?

 

Yes.
You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by attending this
Meeting in person or virtually via the Internet and voting at the Meeting.

 

 3

  

 

 

What
does it mean if I receive more than one proxy card?

 

You
may have multiple accounts with brokerage firms. Please sign and return all proxy cards to ensure that all of your Ordinary Shares are
voted.

 

What
happens if I do not indicate how to vote my proxy?

 

Signed
and dated proxies received by the Company without an indication of how the shareholder desires to vote will be voted “FOR”
the election or re-election of each Director Nominee under Proposal One and “FOR” Proposals Two, Three and Four and, with
respect to any other matter properly presented at the Meeting, in the discretion of the proxyholders.

 

Will
my shares be voted if I do not sign and return my proxy card?

 

If
you do not sign and return your proxy card, your shares will not be voted unless you vote in person or virtually via the Internet at
this Meeting. However, if your shares are held in street name and you do not provide voting instructions to your broker, bank or other
nominee, your broker, bank or other nominee may have discretionary authority to vote your shares on Proposal Two, which we expect to
be considered a routine matter under applicable broker voting rules.

 

How
many votes are required to elect the Director Nominees as Directors of the Company?

 

Each
Director Nominee will be elected or re-elected if a simple majority of the votes cast by holders of Ordinary Shares represented in person
or by proxy and entitled to vote with respect to that Director Nominee are cast “FOR” the election or re-election of that
Director Nominee. Each Director Nominee will be voted upon separately.

 

Is
my vote kept confidential?

 

Proxies,
ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed, except as may be necessary to
meet legal requirements.

 

Where
do I find the voting results of this Meeting?

 

We
will announce voting results at this Meeting and also file a Current Report on Form 8-K with the Securities and Exchange Commission (the
“SEC”) reporting the voting results.

 

Who
can help answer my questions?

 

You
can contact the Company at [email protected] with any questions about proposals described in these proxy materials or how
to execute your vote.

 

 4

  

 

 

THE
ANNUAL GENERAL MEETING

 

General

 

We
are furnishing these proxy materials to you, as a registered shareholder of Chaince Digital Holdings Inc., as part of the solicitation
of proxies by our Board for use at the Meeting to be held on August 24, 2026 at 10:00 a.m. Eastern Time, in person at 1251 Avenue of
the Americas, Floor 41, New York, NY 10020 and virtually via the Internet, and at any adjournment or postponement thereof. These proxy
materials are first being furnished to shareholders on or about July 29, 2026. These proxy materials provide you with information you
need to know to be able to vote or instruct your proxy how to vote at the Meeting.

 

Date,
Time and Place of the Meeting

 

The
Meeting will be held at 10:00 a.m., Eastern Time on August 24, 2026, at 1251 Avenue of the Americas, Floor 41, New York, NY 10020 and
virtually via the Internet, or at such other date, time and place to which the Meeting may be adjourned or postponed. You will be able
to attend the Meeting in person or virtually via the Internet and vote and submit questions during the Meeting.

 

Purpose
of the Meeting

 

At
the Meeting, the Company will ask shareholders to consider and vote on the following proposals:

 

 
  
 1. 
 By
 way of separate ordinary resolutions, that (a) Dr. Alan Curtis and Mr. Hui Cheng be re-elected to serve as independent directors
 of the Company, (b) Mr. Shi Qiu be re-elected to serve as a director of the Company, (c) Mr. Jialin Li be elected to serve as an
 independent director of the Company as the successor to Mr. Peter Nobel, and (d) Mr. Gregory McGillis be elected to serve as an additional
 director of the Company (Dr. Curtis, Mr. Cheng and Mr. Li, collectively, the “Independent Director Nominees” and,
 together with Mr. Qiu and Mr. McGillis, the “Director Nominees”), with each Director Nominee to hold office until
 his successor is elected or appointed or his office is otherwise vacated in accordance with the Company’s memorandum and articles
 of association then in effect (“Proposal One”);

 
  
  
  

 
  
 2. 
 By
 way of an ordinary resolution, to ratify the selection of Tang Qian & Associates PLLC as the Company’s independent registered
 public accounting firm for the fiscal year ending December 31, 2026 (“Proposal Two”);

 
  
  
  

 
  
 3. 
 By
 way of an ordinary resolution, to increase the authorized share capital of the Company from US$4,000,000 divided into 1,000,000,000
 Ordinary Shares, par value US$0.004 per share, to US$80,000,000 divided into 20,000,000,000 Ordinary Shares, par value US$0.004 per
 share, by the creation of an additional 19,000,000,000 Ordinary Shares, par value US$0.004 per share, ranking pari passu in all respects
 with the existing Ordinary Shares, and to amend Clause 6 of the Company’s Fifth Amended and Restated Memorandum of Association
 in the form set out in Appendix A solely to reflect the foregoing increase in authorized share capital (“Proposal Three”);

 
  
  
  

 
  
 4. 
 By
 way of an ordinary resolution, to authorize the Board, in its discretion and without further shareholder approval, to effect one
 or more share consolidations (reverse stock splits) of the Company’s issued and unissued Ordinary Shares (each, a “Share
 Consolidation”) at any time or from time to time on or before the third anniversary of the Meeting, at such ratio or ratios
 of not less than 2:1 and not greater than 200:1 for each Share Consolidation and at such effective time or times as the Board may
 determine in its sole discretion; provided that the aggregate cumulative ratio of all Share Consolidations, if any, effected pursuant
 to this authority shall be not greater than 4,000:1; and to authorize the Board to determine the treatment of fractional shares and,
 to the extent permitted by Cayman law and the Company’s memorandum and articles of association then in effect, make any corresponding
 proportionate adjustment to the number of authorized Ordinary Shares and the par value of each Ordinary Share (“Proposal
 Four”); and

 
  
  
  

 
  
 5. 
 To
 transact such other business as may properly come before the Meeting or any adjournment thereof.

 

 

Record
Date and Voting Power

 

Our
Board fixed the close of business on July 14, 2026, as the record date for the determination of the issued and outstanding Ordinary Shares
entitled to notice of, and to vote on, the matters presented at this Meeting. As of the Record Date, there were 79,443,800 Ordinary Shares
issued and outstanding. Each Ordinary Share entitles the holder thereof to one vote. Accordingly, a total of 79,443,800 votes may be
cast at this Meeting.

 

Quorum
and Required Vote

 

A
quorum of shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if two Members entitled to vote
are present in person or by proxy and represent not less than one-third in nominal value of the total issued voting shares of the Company
throughout the Meeting.

 

 5

  

 

 

Each
separate resolution relating to a Director Nominee under Proposal One requires, and each of Proposals Two, Three and Four requires, the
affirmative vote of a simple majority of the votes cast by holders of Ordinary Shares represented in person or by proxy and entitled
to vote on the applicable matter at the Meeting.

 

Abstentions
and broker non-votes, if any, will not be treated as votes cast on the applicable matter.

 

We
expect Proposal Two to be considered a routine matter under applicable broker voting rules. Accordingly, if your Ordinary Shares are
held in street name and you do not provide voting instructions to your broker, bank or other nominee, your broker, bank or other nominee
may have discretionary authority to vote your Ordinary Shares on Proposal Two. We expect Proposals One, Three and Four to be considered
non-routine matters, and brokers, banks and other nominees will not be permitted to vote uninstructed shares on those proposals.

 

Revocability
of Proxies

 

Any
proxy may be revoked by the shareholder of record giving it at any time before it is voted. A proxy may be revoked by (A) sending VStock
Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598-9808, either (i) a written notice of revocation bearing a date later than the date
of such proxy or (ii) a subsequent proxy relating to the same shares, or (B) by attending this Meeting in person or virtually via the
Internet and voting during the Meeting.

 

If
the shares are held by the broker or bank as a nominee or agent, the beneficial owners should follow the instructions provided by their
broker or bank.

 

Proxy
Solicitation Costs

 

The
cost of preparing, assembling, printing and mailing these proxy materials and the accompanying form of proxy, and the cost of soliciting
proxies relating to this Meeting, will be borne by the Company. If any additional solicitation of the holders of our issued and outstanding
Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation
of proxies by mail may be supplemented by telephone, electronic communication and personal solicitation by officers, directors and other
employees of the Company, but no additional compensation will be paid to such individuals.

 

No
Right of Appraisal

 

Neither
Cayman Islands law nor our Fifth Amended and Restated Memorandum and Articles of Association provides for appraisal or other similar
rights for dissenting shareholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our shareholders
will have no right to dissent and obtain payment for their shares.

 

Who
Can Answer Your Questions about Voting Your Shares

 

You
can contact the Company at [email protected] with any questions about proposals described in these proxy materials or how
to execute your vote.

 

Principal
Offices

 

The
principal executive offices of our Company are located at 1251 Avenue of the Americas, Floor 41, New York, NY 10020.

 

 6

  

 

 

PROPOSAL
ONE — ELECTION OR RE-ELECTION OF DIRECTORS

 

The
Director Nominees listed below have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to
stand for election or re-election as directors of the Company. Unless such authority is withheld, proxies will be voted for the election
or re-election of the persons named below, each of whom has been designated as a nominee. If, for any reason, any Director Nominee becomes
unavailable for election or re-election, the proxies will be voted for such substitute nominee(s) as the Board may propose.

 

Dr.
Alan Curtis, Mr. Hui Cheng and Mr. Shi Qiu currently serve as directors of the Company and have been nominated for re-election. Mr. Jialin
Li and Mr. Gregory McGillis do not currently serve on the Board. Mr. Li has been nominated for election as an independent director as
the successor to Mr. Peter Nobel, and Mr. McGillis has been nominated for election as an additional director. If elected by the shareholders,
Mr. Li and Mr. McGillis will join the Board effective upon their respective elections at the Meeting.

 

Mr.
Peter Nobel currently serves as an independent director of the Company. The Company has determined not to nominate Mr. Nobel for re-election
to the Board at the Meeting. Mr. Nobel has not resigned from the Board and is expected to continue serving on the Board as an independent
director until Mr. Jialin Li is elected at the Meeting. Mr. Nobel is not expected to seek to continue serving on the Board following
the Meeting. If Mr. Jialin Li is elected at the Meeting, Mr. Li will succeed Mr. Nobel on the Board, and Mr. Nobel’s service on
the Board will end upon Mr. Li’s election. The Company is not aware of any disagreement between Mr. Nobel and the Company regarding
the Company’s operations, policies or practices.

 

Board
Qualifications and Director Nominees

 

We
believe that the collective skills, experiences and qualifications of our directors (including the Director Nominees) provide our Board
with the expertise and experience necessary to advance the interests of our shareholders. While the Nominating and Corporate Governance
Committee of our Board does not have any specific, minimum qualifications that must be met by each of our directors, the Nominating and
Corporate Governance Committee uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the
Board. In addition to the individual attributes of each of our current directors described below, we believe that our directors should
have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have
broad experience at the policy-making level in business, exhibit commitment to enhancing shareholder value and have sufficient time to
carry out their duties and to provide insight and practical wisdom based on their past experience.

 

The
Director Nominees recommended by the Board are as follows:

 

 
 Name
  
 Age
  
 Nominated
 Position

 
 Mr.
 Shi Qiu
  
 34
  
 Director

 
 Mr.
 Hui Cheng
  
 33
  
 Independent
 Director 

 
 Dr.
 Alan Curtis
  
 82
  
 Independent
 Director

 
 Mr.
 Gregory McGillis
  
 64
  
 Director
 

 
 Mr.
 Jialin Li
  
 34
  
 Independent
 Director

 

 

Information
Regarding the Company’s Directors and the Director Nominees

 

Independent
Director and Chairman: Dr. Alan Curtis

 

Dr.
Alan Curtis, age 82, has served as a public safety advisor to Presidents Lyndon B. Johnson and Jimmy Carter. Since 1968, Curtis has served
on the National Advisory Commission on Civil Disorders. In 1969, Dr. Curtis was appointed as an assistant director of the Crimes of Violence
Task Force on President Lyndon B. Johnson’s National Commission on the Causes and Prevention of Violence. Between 1977 and 1981,
Dr. Curtis served as executive director of President Jimmy Carter’s Urban and Regional Policy Group and as an urban policy advisor
to the Secretary of Housing and Urban Development. In 1981, Dr. Curtis was named founding president and chief executive officer of the
Milton S. Eisenhower Foundation, which identifies, funds, evaluates, and builds evidence-based programs for disadvantaged American youth
and families. Dr. Curtis holds an A.B. in Economics from Harvard, an M.Sc. in Economics from the University of London and a Ph.D. in
Criminology and Urban Policy from the University of Pennsylvania.

 

Dr.
Curtis has served as an independent director of the Company since November 2022.

 

 7

  

 

 

Independent
Director Nominee: Jialin Li

 

Mr.
Jialin Li, age 34, has over ten years of experience in electronics manufacturing and process engineering. Since March 2022, Mr. Li has
served as an Assistant Process Engineer (PE) at Shenzhen Diantong Weichuang Microelectronics Co., Ltd., a microelectronics company based
in Shenzhen, China. From February 2016 to February 2022, he served as a PE Technician and Production Team Leader at Shenzhen Jiuzhou
Optoelectronics Technology Co., Ltd., where he was responsible for process engineering support and production line supervision. From
September 2015 to February 2016, he completed an information technology training program at iSoftStone Zhongguancun Training Base in
Beijing. From July 2012 to September 2015, he worked in real estate marketing at Gansu Tianyuan Real Estate Co., Ltd., and from July
2011 to July 2012, he completed an automotive technology internship at Chongqing Lifan Group. Mr. Li graduated from Chengdu University
of Technology, where he studied automotive repair.

 

Mr.
Li does not currently serve as a director of the Company. If elected by the shareholders at the Meeting, Mr. Li will begin serving as
an independent director as the successor to Mr. Peter Nobel, effective upon his election.

 

Independent
Director: Mr. Hui Cheng

 

Mr.
Hui Cheng, age 33, is experienced in financial management, angel investment and risk management. From 2016 to 2018, Mr. Hui Cheng worked
at IDG Capital, a well-known venture capital fund, as a Senior Associate, responsible for the company’s pre-investment financial
due diligence and post-investment financial risk control. In 2018, he joined Qudian Group (NYSE: QD), the first consumer finance enterprise
in China, as the special assistant to the CEO, responsible for the risk control business of “Baida Automobile”, an automotive
consumer finance platform. From 2019 to 2022, Mr. Hui Cheng worked at Kuaishou Technology (SEHK:01024), a world-renowned short video
platform, as a Global Operations professional, responsible for marketing and localization operations in Latin America and Southeast Asia.

 

Mr.
Cheng graduated from Tsinghua University with a Bachelor’s Degree in Physics and a Master’s Degree in Management. Mr. Hui
Cheng has served as an independent director of the Company since November 2022.

 

Director
and Chief Executive Officer: Mr. Shi Qiu

 

Mr.
Shi Qiu, age 34, is an entrepreneur with experience in corporate management and business innovation in various industries, such as the
media, fintech, and blockchain industries. From September 2015 to May 2018, Mr. Qiu co-founded and served as a Vice President of Newstyle
Media Group, which received strategic investments from certain well-known technology companies in the PRC. Newstyle Media Group produced
the Asian TV series “The Untamed”, which is currently available worldwide on the online streaming platform Netflix. From
June 2018 to October 2018, Mr. Qiu served as the Head of Blockchain Business of North Mining Limited (HK:0433). From November 2021 until
November 2022, Mr. Qiu served as the Chief Technology Officer (the CTO) of Singularity Future Technology (NASDAQ: SGLY).

 

Mr.
Qiu received a Bachelor’s Degree in Risk Management and Actuary from Zhejiang University and a Master’s Degree in Government
Management and Public Policy from Tsinghua University. Since May 2022, Mr. Qiu has served as Chief Executive Officer and a director of
the Company.

 

Director
Nominee: Mr. Gregory McGillis

 

Mr.
Gregory McGillis, age 64, has over 30 years of experience in communications, change management, and security governance across the education
sector, the Canadian federal public service, and national labor organizations. Since 2022, Mr. McGillis has served as Principal of McGillis
Communications, providing communications and executive coaching services. From 2019 to 2022, he served as Manager of the Business Oversight
Office, Security Management & Governance, at Shared Services Canada, where he led security governance, risk management, and process
improvement initiatives. From 2016 to 2019, he served as Regional Executive Vice President of the Public Service Alliance of Canada,
a 220,000-member national union, where he was a member of the Alliance Executive Committee and oversaw a CAD $50 million annual budget.
Prior to that, he held communications management positions at Shared Services Canada (2011-2016), Indian Affairs and Northern Development
Canada (2011), and Human Resources and Skills Development Canada (2008-2011), and served as Senior Communications Advisor to the International
Joint Commission. Mr. McGillis holds a Bachelor of Arts (cum laude) in English from the University of Ottawa, a Bachelor of Education
from the University of Windsor, and completed graduate studies at Queen’s University.

 

 8

  

 

 

Mr.
McGillis does not currently serve as a director of the Company. If elected by the shareholders at the Meeting, Mr. McGillis will begin
serving as an additional director effective upon his election.

 

Vote
Required

 

Each
Director Nominee will be elected or re-elected if a simple majority of the votes cast by holders of Ordinary Shares represented in person
or by proxy and entitled to vote with respect to that Director Nominee are cast “FOR” the election or re-election of that
Director Nominee. Each Director Nominee will be voted upon separately. Accordingly, the failure of any one Director Nominee to receive
the required vote will not affect the election of any other Director Nominee.

 

We
expect Proposal One to be considered a non-routine matter under applicable broker voting rules. Accordingly, brokers, banks and other
nominees will not be permitted to vote uninstructed shares on Proposal One, including with respect to any Director Nominee.

 

Recommendation
of the Board

 

THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE ALL OF YOUR SHARES “FOR” THE ELECTION OR RE-ELECTION OF EACH DIRECTOR NOMINEE
UNDER PROPOSAL ONE.

 

Corporate
Governance

 

Director
Independence

Our
Board reviewed the materiality of any relationship that each director and Director Nominee has with us, either directly or indirectly.
Based on this review, the Board has determined that Dr. Alan Curtis and Mr. Hui Cheng meet the applicable independence requirements under
Nasdaq Rule 5605(a)(2). In addition, each current member of the Audit Committee satisfies the independence requirements of Rule 10A-3
under the Exchange Act, as described below.

 

Based
on its review of the information provided by Mr. Jialin Li, the Board has also determined that Mr. Li, if elected at the Meeting, will
meet the applicable independence requirements under Nasdaq Rule 5605(a)(2) and the independence requirements of Rule 10A-3 under the
Exchange Act. Accordingly, assuming all Director Nominees are elected and Mr. Li succeeds Mr. Nobel at the conclusion of the Meeting,
Dr. Alan Curtis, Mr. Hui Cheng and Mr. Jialin Li are expected to serve as the Company’s independent directors following the Meeting.

 

Committees
of the Board of Directors

 

Our
Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
Each of the committees of the Board has the composition and responsibilities described below.

 

Audit
Committee

 

The
Audit Committee oversees our accounting and financial reporting processes and the audits of our consolidated financial statements. Our
Audit Committee is responsible for, among other things:

 

 
  
 ●
 selecting
 the independent auditor;

 
  
  
  

 
  
 ●
 pre-approving
 auditing and non-auditing services permitted to be performed by the independent auditor;

 

 9

  

 

 

 
  
 ●
 annually
 reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material
 issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships
 between the independent auditor and our company;

 
  
  
  

 
  
 ●
 setting
 clear hiring policies for employees and former employees of the independent auditors;

 
  
  
  

 
  
 ●
 reviewing
 with the independent auditor any audit problems or difficulties and management’s response;

 
  
  
  

 
  
 ●
 reviewing
 and approving all related party transactions on an ongoing basis;

 
  
  
  

 
  
 ●
 reviewing
 and discussing the annual audited consolidated financial statements with management and the independent auditor;

 
  
  
  

 
  
 ●
 reviewing
 and discussing with management and the independent auditor’s major issues regarding accounting principles and financial statement
 presentations;

 
  
  
  

 
  
 ●
 reviewing
 reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

 
  
  
  

 
  
 ●
 discussing
 earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

 
  
  
  

 
  
 ●
 reviewing
 with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures,
 on our consolidated financial statements;

 
  
  
  

 
  
 ●
 discussing
 policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

 
  
  
  

 
  
 ●
 timely
 reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company,
 all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material
 written communications between the independent auditor and management;

 
  
  
  

 
  
 ●
 establishing
 procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting
 controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting
 or auditing matters;

 
  
  
  

 
  
 ●
 annually
 reviewing and reassessing the adequacy of our Audit Committee Charter;

 
  
  
  

 
  
 ●
 such
 other matters that are specifically delegated to our Audit Committee by our Board of Directors from time to time;

 
  
  
  

 
  
 ●
 meeting
 separately, periodically, with management, internal auditors and the independent auditor; and

 
  
  
  

 
  
 ●
 reporting
 regularly to the full Board of Directors.

 
 

Our
Audit Committee currently consists of Hui Cheng, Alan Curtis and Peter Nobel, with Hui Cheng as Chair of the Audit Committee.

 

We
have determined that all the members of our Audit Committee satisfy the “independence” requirements of Rule 10A-3 under the
Exchange Act and Nasdaq Rule 5605(a) and that Hui Cheng is an audit committee financial expert within the meaning of the regulations
of the SEC.

 

 10

  

 

 

If
Mr. Li is elected at the Meeting, Mr. Li will succeed Mr. Nobel on the Board, and Mr. Nobel’s service on the Board and as a member
of the Audit Committee will end upon Mr. Li’s election.

 

Following
the Meeting, assuming all Director Nominees are elected and Mr. Li succeeds Mr. Nobel, the Audit Committee is expected to consist of
Hui Cheng, Alan Curtis and Jialin Li, with Hui Cheng continuing to serve as Chair of the Audit Committee.

 

Compensation
Committee

 

Our
Compensation Committee is responsible for, among other things:

 

 
  
 ●
 reviewing
 and approving our overall compensation policies;

 
  
  
  

 
  
 ●
 reviewing
 and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive
 Officer’s performance in light of those goals and objectives, reporting the results of such evaluation to the Board of Directors,
 and determining our Chief Executive Officer’s compensation level based on this evaluation;

 
  
  
  

 
  
 ●
 determining
 the compensation level of our other executive officers;

 
  
  
  

 
  
 ●
 making
 recommendations to the Board of Directors with respect to our incentive-compensation plan and equity-based compensation plans;

 
  
  
  

 
  
 ●
 administering
 our equity-based compensation plans in accordance with the terms thereof; and

 
  
  
  

 
  
 ●
 such
 other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time.

 
 

Our
Compensation Committee currently consists of Alan Curtis, Peter Nobel and Hui Cheng, with Peter Nobel as Chair of the Compensation Committee.

 

We
have determined that all the members of the Compensation Committee satisfy the “independence” requirements of Rule 5605(a)
of the Nasdaq Listing Rules.

 

If
Mr. Li is elected at the Meeting, Mr. Li will succeed Mr. Nobel as a director, and Mr. Nobel’s service as a director and as Chair
of the Compensation Committee will end at the conclusion of the Meeting.

 

Following
the Meeting, assuming all Director Nominees are elected and Mr. Li succeeds Mr. Nobel, the Compensation Committee is expected to consist
of Alan Curtis, Hui Cheng and Jialin Li, with Alan Curtis serving as Chair of the Compensation Committee.

 

Nominating
and Corporate Governance Committee

 

The
Nominating and Corporate Governance Committee is responsible for, among other things:

 

 
  
 ●
 selecting
 and recommending to the Board nominees for election by the shareholders or appointment by the Board;

 
  
  
  

 
  
 ●
 reviewing
 annually with the Board the current composition of the Board with regard to characteristics such as independence, knowledge, skills,
 experience and diversity;

 
  
  
  

 
  
 ●
 making
 recommendations on the frequency and structure of Board meetings and monitoring the functioning of the committees of the Board; and

 
  
  
  

 
  
 ●
 advising
 the Board periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance
 with applicable laws and regulations, and making recommendations to the Board on all matters of corporate governance and on any remedial
 action to be taken.

 
 

 11

  

 

 

Our
Nominating and Corporate Governance Committee currently consists of Alan Curtis, Peter Nobel and Hui Cheng, with Hui Cheng as Chair of
the Nominating and Corporate Governance Committee.

 

We
have determined that all the members of our Nominating and Corporate Governance Committee satisfy the “independence” requirements
of Rule 5605(a) of the Nasdaq Listing Rules.

 

If
Mr. Li is elected at the Meeting, Mr. Li will succeed Mr. Nobel as a director, and Mr. Nobel’s service as a director and as a member
of the Nominating and Corporate Governance Committee will end at the conclusion of the Meeting.

 

Following
the Meeting, assuming all Director Nominees are elected and Mr. Li succeeds Mr. Nobel, the Nominating and Corporate Governance Committee
is expected to consist of Alan Curtis, Hui Cheng and Jialin Li, with Hui Cheng continuing to serve as Chair of the Nominating and Corporate
Governance Committee.

 

Code
of Business Conduct and Ethics

 

Our
Board of Directors has adopted a code of business conduc