May 23, 2023

05/23/2023 | 05:56pm EDT Message : NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the "Meeting") of Zhongchao Inc. (the "Company") will be held on July 5, 2023, at 9:00 p.m., Beijing time, at Nanxi Creative Center, Suite 218, 841 Yan'an Middle Road, Jing'An District, Shanghai, People's Republic of China,for the purposes of considering proposals: 1. to elect and clarify, by separate ordinary resolutions, each of the five directors named in the accompanying proxy statement to hold office, pursuant to Article 25.2 of the Company's amended and restated articles of association (the "Existing Articles"), 1) for Class I directors, until the second annual general meeting of shareholders following his/her election, 2) for Class II directors, until the annual general meeting of shareholders in 2024 (the third annual general meeting of shareholders following the initial meeting in 2021), and until his/her respective successor is elected and duly qualified. 2. to ratify, by ordinary resolution, the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022, and to approve, by ordinary resolution, the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023. 3. to amend, by way of special resolution of the holders of shares in the Company, the Existing Articles as currently in effect by deleting Article 3 in its entirety and replacing it with the following new Article 3: "3 Alteration of Articles Subject to any other provision of these Articles, including but not limited to Article 9 (Variation of Rights of Shares), the Company may from time to time alter or add to these Articles by passing a Special Resolution." 4. subject to the approval of proposal No. 3, to approve, by way of resolution of the holders of Class A ordinary shares in the Company passed by the holders of at least two-thirds of such shares present in person or by proxy at the Meeting, the variation of the rights of each class of shares currently issued by the Company in such manner and to such extent such that all the Company's Class B ordinary shares are designated as shares with the rights and privileges and subject to the limitations provided for in the Company's second amended and restated articles of association, a copy of which are annexed to the accompanying proxy statement (the "Amended Articles"). 5. subject to the approval of proposal No. 4, to adopt, by way of special resolution of the holders of shares in the Company the Amended Articles as the Company's articles of association in substitution for and to the exclusion of the Company's Existing Articles. 6. to approve, by ordinary resolution, the adjournment of 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 May 11, 2023 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 ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Shareholders may obtain a copy of the proxy materials, including the Company's 2022 annual report, from the Company's website at http://izcmd.com or by submitting a request to ir@izcmd.com. The accompanying proxy statement forms part of this notice of annual general meeting of shareholders. By Order of the Board of Directors, /s/ Weiguang Yang July 5, 2023 PROXY STATEMENT The board of directors (the "Board") of Zhongchao Inc. (the "Company") is soliciting proxies for the annual general meeting of shareholders (the "Meeting") of the Company to be held on July 5, 2023, at 9:00 p.m. Beijing time, at Nanxi Creative Center, Suite 218, 841 Yan'an Middle Road, Jing'An District, Shanghai, People's Republic of China and any adjournment thereof. Only holders of the ordinary shares of the Company (the "Ordinary Shares") of record at the close of business on May 11, 2023 (the "Record Date") are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than one-third of all votes attaching to the total issued voting shares in the Company throughout the Meeting shall form a quorum. When counting the quorum, each issued and outstanding Class A ordinary share in the Company (a "Class A Ordinary Share") has one vote and each issued and outstanding Class B ordinary share in the Company (a "Class B Ordinary Share") has fifteen votes. However, for purposes of proposal No. 4 below, the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Class A Ordinary Shares. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy 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 fifteen votes in respect of each Class B Ordinary Share held by such holder on the Record Date. PROPOSALS TO BE VOTED ON At the Meeting, resolutions will be proposed as follows: 1. to elect and clarify, by separate ordinary resolutions, each of the five directors named in this proxy statement to hold office, pursuant to Article 25.2 of the Company's amended and restated articles of association (the "Existing Articles"), 1) for Class I directors, until the second annual general meeting of shareholders following his/her election, 2) for Class II directors, until the annual general meeting of shareholders in 2024 (the third annual general meeting of shareholders following the initial meeting in 2021), and until his/her respective successor is elected and duly qualified. 2. to ratify, by ordinary resolution, the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022, and to approve, by ordinary resolution, the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023. 3. to amend, by way of special resolution of the holders of shares in the Company the Existing Articles as currently in effect by deleting Article 3 in its entirety and replacing it with the following new Article 3: "3 Alteration of Articles Subject to any other provision of these Articles, including but not limited to Article 9 (Variation of Rights of Shares), the Company may from time to time alter or add to these Articles by passing a Special Resolution." 4. subject to the approval of proposal No. 3, to approve, by way of resolution of the holders of Class A Ordinary Shares in the Company passed by the holders of at least two-thirds of such shares present in person or by proxy at the Meeting, to vary the rights of each class of shares currently issued by the Company in such manner and to such extent such that all the Company's Class B Ordinary Shares are designated as shares with the rights and privileges and subject to the limitations provided for in the Company's second amended and restated articles of association, a copy of which are annexed to this proxy statement (the "Amended Articles"). 2 5. subject to the approval of proposal No. 4, to adopt, by way of special resolution of the holders of shares in the Company, the Amended Articles as the Company's articles of association in substitution for and to the exclusion of the Company's Existing Articles. 6. To approve, by ordinary resolution, the adjournment of 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 UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES LISTED IN PROPOSAL NO. 1 AND "FOR" PROPOSALS NO.2, NO.3, NO.4, NO.5 AND NO.6. VOTING PROCEDURE FOR HOLDERS OF ORDINARY 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 (or appoint your proxy via the Internet) in accordance with the instructions set out therein. ANNUAL REPORT TO SHAREHOLDERS Pursuant to NASDAQ's Marketplace Rules 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 year ended December 31, 2022 (the "2022 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 our 2022 Annual Report to shareholders by visiting the "Annual Results" heading under the "Financial Info" section of the Company's website at http://izcmd.com . If you want to receive a paper or email copy of the Company's 2022 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 Relations department of the Company, at ir@izcmd.com. QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS 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 with our transfer agent, Transhare Corporation, you are a "Shareholder of Record" who may vote 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 to us or appointing your proxy via the Internet or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please read, complete, sign, date, and return the attached proxy card (or appoint your proxy via the Internet) in accordance with the instructions set out therein to ensure that your vote is counted. 3 Beneficial Owner If, on the Record Date, your 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 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 shares and to attend the Meeting. However, since you are not the Shareholder of Record, you may not vote these shares in person 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 this proxy statement; however, you will not be able to vote in person at the Meeting. How do I vote? If you were a Shareholder of Record of the Company's Ordinary Shares on the Record Date, you may vote in person at the Meeting or by submitting a proxy. Each Class A Ordinary Share that you own in your name entitles you to one vote and each Class B Ordinary Share that you own in your name entitles you to fifteen votes, respectively, in each case, on the applicable proposals. (1) You may submit your proxy by mail or via the Internet. 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. You may also appoint a proxy via the Internet by following the instructions on your proxy card. If we receive your proxy card at least 24 hours prior to the Meeting and if you mark your voting instructions on the proxy card, your shares will be voted: ● ● according to the best judgment of the proxies if a proposal comes up for a vote at this Meeting that is not on the proxy card. We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company. If you return a signed card, but do not provide voting instructions, your shares will be voted: ● ● FOR the ratification of the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022, and the approval of the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023. ● FOR the amendment, by way of special resolution of the holders of shares in the Company, of the Company's Existing Articles as currently in effect by deleting Article 3 in its entirety and replacing it with the following new Article 3: "3 Alteration of Articles Subject to any other provision of these Articles, including but not limited to Article 9 (Variation of Rights of Shares), the Company may from time to time alter or add to these Articles by passing a Special Resolution." ● if you hold Class A Ordinary Shares, subject to the approval of proposal No. 3, FOR the approval, by way of resolution of the holders of Class A Ordinary Shares in the Company passed by the holders of at least two-thirds of such shares present in person or by proxy at the Meeting, the variation of the rights of each class of shares currently issued by the Company in such manner and to such extent such that all the Company's Class B Ordinary Shares are designated as shares with the rights and privileges and subject to the limitations provided for in the Amended Articles, a copy of which are annexed to this proxy statement. 4 ● subject to the approval of proposal No. 4, by way of special resolution of the holders of shares in the Company, FOR the adoption of the Amended Articles as the Company's articles of association in substitution for and to the exclusion of the Company's Existing Articles. ● FOR approving the adjournment of 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. ● according to the best judgment of your proxy if a proposal comes up for a vote at the Meeting that is not on the proxy card. (2) You may vote in person at the Meeting. We will pass out written ballots to any Shareholder of Record who wants to vote at the Meeting. 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 this proxy statement, please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the Meeting. You may also appoint a proxy via the Internet by following the instructions on your 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: ● sending a written notice to the Secretary of the Company at the Company's executive offices stating that you would like to revoke your proxy of a particular date; ● signing another proxy card with a later date and returning it in accordance with the instructions set out therein so as to be received at least 24 hours before this Meeting; or ● What does it mean if I receive more than one proxy card? You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your 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 on a proposal will be voted in favor of each director and proposal presented to the Shareholders. 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 or appoint a proxy via the Internet, your shares will not be voted unless you vote in person at this Meeting. How many votes are required to elect the Director Nominees as directors of the Company? The election of each nominee for director requires an ordinary resolution, being a resolution passed by a simple majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy on the election of directors at the Meeting. 5 How many votes are required to ratify the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022, and to approve the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023? The proposal to ratify the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022, and to approve the appointment of Prager Metis CPAs, LLC, as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023 requires an ordinary resolution. An ordinary resolution is a resolution passed by a simple majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting. How many votes are required to amend the Company's Existing Articles by deleting Article 3 in its entirety and replacing it with a new Article 3? The proposal to amend the Company's Existing Articles as outlined above requires a special resolution, being a resolution passed by a majority of at least two-thirds of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting. How many votes are required to vary the rights of each class of shares currently issued by the Company in such manner and to such extent such that all the Company's Class B Ordinary Shares are designated as shares with the rights and privileges and subject to the limitations provided for in the Company's Amended Articles? This requires a resolution passed by the holders of at least two-thirds of the Class A Ordinary Shares present in person or by proxy at the Meeting, and is subject to the approval of proposal No. 3. How many votes are required to adopt the Amended Articles as the Company's articles of association in substitution for and to the exclusion of the Company's Existing Articles? The proposal to adopt the Amended Articles as the Company's articles of association in substitution for and to the exclusion of the Company's Existing Articles, requires a special resolution, being a resolution passed by a majority of at least two-thirds of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting, and is subject to the approval of proposal No.4. How many votes are required to approve the adjournment of 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 proposal 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, requires an ordinary resolution. An ordinary resolution is a resolution passed by a simple majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting. 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 6-K with the Securities and Exchange Commission (the "SEC") reporting the voting results. Who can help answer my questions? You can contact Pei Xu via email ir@izcmd.com or by sending a letter to the offices of the Company at Nanxi Creative Center, Suite 218, 841 Yan'an Middle Road, Jing'An District, Shanghai, People's Republic of China 200040 with any questions about proposals described in this proxy statement or how to execute your vote. 6 ELECTION OF DIRECTORS The nominees listed below (the "Director Nominees") have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand for election as directors of the Company. Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the election of each nominee unless any such nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the Board. Each Director Nominee that is elected pursuant to Proposal No. 1 will be elected 1) for Class I directors (as shown below), until the second annual general meeting of shareholders following his/her election, 2) for Class II directors (as shown below), until the annual general meeting of shareholders in 2024 (the third annual general meeting of shareholders following the initial meeting in 2021), and until his/her respective successor is elected and duly qualified. Director Nominees Information Regarding the Company's Directors and Nominees Weiguang Yang is the founder of Zhongchao Inc. and Zhongchao Shanghai. He has served as our general manager Zhongchao Shanghai since August 2012. Since January 2021, Mr. Yang has served as the co-chief executive officer and director of TradeUp Acquisition Corp. (NASDAQ: UPTD), a special purpose acquisition corporation. From June 2013 to June 2016, Mr. Yang served as the first Chinese board member on the Global Alliance for Medical Education (GAME), a non-for-profit organization dedicated to the advancement of innovation in medical education throughout the world. From October 2015 to July 2012, Mr. Yang was the general manager at Medwork, a continuing medical education company. Mr. Yang obtained a bachelor degree in Clinical Medicine Science (traumatic surgery) from Gannan Medical University in 2005. Mr. Yang attended the master course of Social Medicine and Health Management as continuing education from 2006 to 2008 in Capital Medical University of China. From 2010 to 2012, Mr. Yang took part in the master course of Integrated Marketing Communication in Tsinghua University. Pei Xu is the CFO of Zhongchao Inc. and Zhongchao Shanghai. She has been serving as our CFO of Zhongchao Shanghai since January 2016. From September 2013 to January 2016, Ms. Xu served as the financial director of Zhongchao Shanghai. From September 2008 to August 2013, Ms. Xu worked for Otsuka (China) Investment Co., Ltd. as a financial director. Ms. Xu holds a bachelor degree in finance from Jiangxi University of Finance and Economics. 7 John C. General is an independent director of the Company. Mr. General serves as a Senior Manager of Global Revenue Assurance for Avaya, responsible for the appropriate recognition of revenue under current accounting standards, and review of transactions for audit purposes from April 2013 to present. He served as a manager of financial operations for Bed Bath & Beyond, Value Services Inc., responsible for the controllership and compliance reporting for the Company's gift card business for all retail concepts from July 2010 to April 2013. He served as a director in the department of SOX Implementation for Virgin Mobile, responsible for ensuring SOX compliance from July 2004 to March 2009. From September 1986 to December 2003, he served in various positions at AT&T Corp., where he last served as a Financial Director responsible for revenue assurance and billing operations. He holds a license as a Certified Public Accountant, a certificate in Senior Executive Education from Columbia University, an MBA in Finance from Rutgers University, and bachelor's degrees in both economics and accounting from Fairleigh Dickinson University. Kevin Dean Vassily is an independent director of the Company. In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc. (NASDAQ: IPW), a leading online hydroponic equipment retailer and supplier. Prior to joining iPower, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, a financial analytics company focused on the Asset Management industry. From March 2019 through 2020, he served as an advisor at Woodseer, a financial technology firm providing global dividend forecasts. He serves as an advisor at Go Capture, responsible to provide strategic, business development, and product development advisory work for emerging "Data as a Service" platform from July 2018 to present. He also serves as an advisor at Prometheus Fund, responsible to provide strategic, due diligence, and opportunity sourcing for Shanghai based merchant bank/PE firm focused on the "green" economy from July 2018 to present. Mr. Vassily served as an associate director of research at Keybanc Capital Markets, responsible for the KeyBanc Data Insights initiative and co-managed the Technology Research vertical from January 2015 to June 2018. From December 2010 to December 2014, he served as the director of research at Pacific Epoch, responsible for a complete overhaul of product and a complete business model restart post acquisition focusing on a "data-first" offering. From May 2007 to December 2010, he served as Asia technology business development/senior analyst at Pacific Crest Securities, responsible for establishing firm's presence and relevance covering Asia Technology. From June 2003 to September 2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, responsible for research in semiconductor and related technologies. From January 2001 to May 2003, he served as the vice president and senior research analyst for semiconductor capital equipment at Thomas Weisel Partners, responsible for publishing research and maintaining financial models on each of the companies under coverage. He holds a bachelor degree in liberal arts from Denison University and a master degree in business administration from the Tuck School of Business at Dartmouth College. Mr. Vassily is also an independent director for Denali Capital Acquisition Corp. (Nasdaq: DECA), a special purpose acquisition company listed on Nasdaq, an independent director nominee for Feutune Light Acquisition Corp., a special purpose acquisition company to be listed on Nasdaq, and an independent director nominee for Fortune Joy International Acquisition Corp., a special purpose acquisition company to be listed on Nasdaq. Dan Li is an independent director of the Company. Ms. Li works as the research assistant in Beijing Friendship Hospital - China Capital Medical University, responsible for conducting research in tropical diseases and development of detection kit of pathogenic microorganism from June 2012 to present. She served as a manager of the medicine management department in EPS Corporation, responsible for managing the importation of medicines from Japan to China from October 2009 to November 2011. Ms. Li holds a bachelor degree in clinical medicine from the Medical School of North China University of Science and Technology, a master degree in hemorheology from the Medical School of Peking University, and a Ph.D. in biochemistry from the Medical School of Keio University. Vote Required and Board Recommendation If a quorum is present, separate resolutions passed by a simple majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting will be required to elect all of the Director Nominees. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 1, THE ELECTION TO THE BOARD OF DIRECTORS OF ALL OF THE NOMINEES 8 RATIFICATION AND APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has selected Prager Metis CPAs, LLC to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 and 2023. We are asking our shareholders to ratify the selection of Prager Metis CPAs, LLC. as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and approve the appointment of Prager Metis CPAs, LLC. as our independent registered public accounting firm for the fiscal year ending December 31, 2023. In the event our shareholders fail to ratify or approve the appointment, the Audit Committee may reconsider this appointment. We have been advised by Prager Metis CPAs, LLC that neither the firm nor any of its associates had any relationship during the last fiscal year with our company other than the usual relationship that exists between independent registered public accountant firms and their clients. Representatives of Prager Metis CPAs, LLC are not expected to attend the Meeting in person and therefore are not expected to be available to respond to any questions. As a result, representatives of Prager Metis CPAs, LLC will not make a statement at the Meeting. Principal Accountant Fees and Services The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal external auditors, for the periods indicated. December 31, 270,000 "Audit-related fees" are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit fees. These fees primarily include accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time. "Tax fees" include fees for professional services rendered by our independent registered public accounting firm for tax compliance and tax advice on actual or contemplated transactions. "Other fees" include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters. The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent auditor including audit services, audit-related services, tax services and other services. Policies and Procedures Relating to Approval of Services by Our Independent Registered Public Accountants The Audit Committee is solely responsible for the approval in advance of all audit and permitted non-audit services to be provided by our independent registered public accounting firms (including the fees and other terms thereof), subject to the de minimus exceptions for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Audit Committee prior to the completion of the audit. None of the fees listed above are for services rendered pursuant to such de minimus exceptions. 9 The Audit Committee of our Board of Directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit, tax and non-audit services provided by Prager Metis CPAs, LLC in 2022. Consistent with the Audit Committee's responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee. The full Audit Committee approves proposed services and fee estimates for these services. One or more independent directors serving on the Audit Committee may be delegated by the full Audit Committee to pre-approve any audit and non-audit services. Any such delegation shall be presented to the full Audit Committee at its next scheduled meeting. Pursuant to these procedures, the Audit Committee approved the foregoing audit services provided by Prager Metis CPAs, LLC. Vote Required and Board Recommendation If a quorum is present, a resolution passed by a simple majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting will be required to approve the above ratification and appointment. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 2, THE RATIFICATION AND APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. PROPOSAL NO. 3 AMENDMENT OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION We are proposing to amend our Existing Articles as currently in effect by deleting the current Article 3 in its entirety and replacing it with the new Article 3. Please see below proposed amendment. Current Article 3 Alteration of Articles Subject to any other provision of these Articles, the Company may from time to time alter or add to these Articles by passing a Special Resolution so long as such alteration does not disparately impact the members' voting rights. Subject to any other provision of these Articles, including but not limited to Article 9 (Variation of Rights of Shares), the Company may from time to time alter or add to these Articles by passing a Special Resolution. Vote Required and Board Recommendation If a quorum is present, a resolution passed by a majority of at least two-thirds of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting will be required to approve the amendment. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 3, THE AMENDMENT OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION 10 VARYING THE RIGHTS OF EACH CLASS OF SHARES CURRENTLY ISSUED BY THE COMPANY We are proposing to vary the rights of each class of shares currently issued by the Company in such manner and to such extent such that all the Company's Class B Ordinary Shares are designated as shares with the rights and privileges and subject to the limitations provided for in the Amended Articles, a copy of which are annexed to this proxy statement. The proposed variation relates to the voting rights of the Class B Ordinary Shares. Currently, each holder of the Company's Class B Ordinary Shares is entitled to fifteen votes for each Class B Ordinary Share held. If proposals No. 3, 4 and 5 are all approved, this will be increased to one hundred (100) votes for each Class B Ordinary Share held. Each holder of the Company's Class A Ordinary Shares is and shall remain entitled to one vote for each Class A Ordinary Share held. Vote Required and Board Recommendation Subject to the approval of proposal No.3, if a quorum is present, a resolution passed by the holders of at least two-thirds of the Class A Ordinary Shares present in person or by proxy at the Meeting will be required to approve the above proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 4, VARYING THE RIGHTS OF EACH CLASS OF SHARES CURRENTLY ISSUED BY THE COMPANY PROPOSAL NO. 5 ADOPTION OF THE SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION We are proposing to adopt the Amended Articles (a copy of which are annexed to this proxy statement) as the Company's articles of association in substitution for and to the exclusion of the Company's Existing Articles. The Amended Articles will include the changes approved by proposals No. 3 and 4, as well as correcting certain inconsistencies in the director appointment provisions in the Existing Articles and updating statutory references and correcting other typographical errors. Vote Required and Board Recommendation Subject to the approval of proposal No.4, if a quorum is present, a resolution passed by a majority of at least two-thirds of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting will be required to approve the above proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 5, THE ADOPTION OF THE SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION 11 THE ADJOURNMENT PROPOSAL This proposal, if approved, will allow the chairman of the Meeting 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 adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes for, or otherwise in connection with, the approval of the other proposals at the time of the Meeting. Vote Required and Board Recommendation If a quorum is present, a resolution passed by a simple majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting will be required to approve the Adjournment Proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 6, THE ADJOURNMENT PROPOSAL 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 May 23, 2023 2.1 The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only of its shares may have been allotted. 2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration. 3 Alteration of Articles Subject to any other provision of these Articles, including but not limited to Article 9 (Variation of Rights of Shares), the Company may from time to time alter or add to these Articles by passing a Special Resolution. 4 8.3 Conversion The holders of the Class B Ordinary Shares shall have the conversion rights set out in the following paragraphs (the "Conversion Rights"). (a) Right to Convert Each Class B Ordinary Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the Head Office of the Company or the office of any transfer agent for such shares, into such number of fully paid and non-assessable Class A Ordinary Shares on the basis that one (1) Class B Ordinary Share shall be converted into one (1) Class A Ordinary Share (being a 1:1 ratio and hereafter referred to as the "Conversion Rate"), on the date the written notice to convert (together with any certificate representing the Class B Ordinary Shares to which it relates, if any) is received, as provided for in these Articles, by the Company at its Head Office or by any transfer agent for the Class B Ordinary Shares. The Conversion Rate for Class B Ordinary Shares shall be subject to adjustment as set out in this Article 8.3. A-7 Mechanics of Conversion Before any holder of Class B Ordinary Shares shall be entitled to voluntarily convert the same into Class A Ordinary Shares, such holder shall lodge, at the Company's Head Office or at the office of any transfer agent for the Class B Ordinary Shares, a written notice of the election to convert the same (together with any certificate, if any, representing the Class B Ordinary Shares to which it relates) and such written notice shall state therein the name or names that shall be entered on the Register and, if certificates are to be issued, the name or names in which the certificate or certificates for Class A Ordinary Shares are to be issued. A conversion shall be effected as a simultaneous redemption of the relevant Class B Ordinary Shares and the allotment and issue of the new Class A Ordinary Shares with the proceeds of such redemption of Class B Ordinary Shares being applied to purchase the new Class A Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of delivery of notice of conversion and, if certificates are then issued, such surrender of the certificate or certificates for the Class B Ordinary Shares to be converted, and the person or persons entitled to receive the Class A Ordinary Shares issuable upon such conversion shall be entered on the Register as the holder or holders of such Class A Ordinary Shares on such date. Certificates evidencing the Class A Ordinary Shares issued on conversion, and any remaining Class B Ordinary Shares of such Member may be issued in accordance with the terms of these Articles. (c) Conversion Price Adjustments of Class B Ordinary Shares for Certain Dilutive Splits, and Consolidations The Conversion Rate of the Class B Ordinary Shares shall be subject to adjustment from time to time as follows: (i) If the Company on or after the date of the adoption of these Articles (the "Adoption Date"), fixes a record date for the effectuation of a split or subdivision of the outstanding Class A Ordinary Shares then, as of such record date (or the date of such split or subdivision if no record date is fixed), the Conversion Rate of the Class B Ordinary Shares shall be appropriately adjusted so that the number of Class A Ordinary Shares issuable on conversion of each share shall be increased in proportion to such increase of the aggregate of Class A Ordinary Shares outstanding. (ii) If the number of Class A Ordinary Shares outstanding at any time after the Adoption Date is decreased by a consolidation or other combination of the outstanding Class A Ordinary Shares, then, following the record date of such combination, the Conversion Rate for the Class B Ordinary Shares shall be appropriately adjusted so that the number of Class A Ordinary Shares issuable on conversion of each share shall be decreased in proportion to such decrease in outstanding shares. A-8 Recapitalisations If at any time or from time to time there shall be a recapitalisation of the Class A Ordinary Shares (other than a subdivision or combination provided for elsewhere in this Article 8.3), provision shall be made so that the holders of the Class B Ordinary Shares shall thereafter be entitled to receive upon conversion of the Class B Ordinary Shares the number of shares of the Company, to which a holder of Class A Ordinary Shares deliverable upon conversion would have been entitled on such recapitalisation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Article 8.3 with respect to the rights of the holders of the Class B Ordinary Shares after the recapitalisation to the end that the provisions of this Article 8.3 (including adjustment of the Conversion Rate then in effect and the number of shares purchasable upon conversion of the Class B Ordinary Shares) shall be applicable after that event as nearly equivalent as may be practicable. (e) (i) No fractional shares shall be issued upon the conversion of any Class B Ordinary Shares, and the aggregate number of Class A Ordinary Shares to be issued to particular shareholders shall be rounded down to the nearest whole share and the Company shall pay in cash the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of Class B Ordinary Shares the holder is at the time converting into Class A Ordinary Shares and the number of Class A Ordinary Shares issuable upon such conversion. (ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Class B Ordinary Shares pursuant to this Article 8.3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Class B Ordinary Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Class B Ordinary Shares, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Rate for such Class B Ordinary Shares at the time in effect, and (C) the number of Class A Ordinary Shares that at the time would be received upon the conversion of a Class B Ordinary Share. (f) Reservation of Shares Issuable Upon Conversion The Company shall at all times reserve and keep available out of its authorised but unissued Class A Ordinary Shares, solely for the purpose of effecting the conversion of the Class B Ordinary Shares, such number of its Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Ordinary Shares; and if at any time the number of authorised but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Class B Ordinary Shares, in addition to such other remedies as shall be available to the holder of such Class B Ordinary Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorised but unissued Class A Ordinary Shares to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Memorandum and Articles. A-9 No Impairment Subject to the right of the Company to amend its Memorandum and Articles or take any other corporate action upon obtaining the necessary approvals required by these Articles and applicable law, the Company will not, by amendment of these Articles or through any reorganisation, recapitalisation, transfer of assets, consolidation, merger, amalgamation, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Article 8.3 and in the taking of all such action as may be necessary or appropriate to protect the conversion rights of the holders of Class B Ordinary Shares against impairment. (h) Waiver of Adjustment to Conversion Rate Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Rate of any of the Class B Ordinary Shares may be waived, either prospectively or retroactively and either generally or in a particular instance, by the consent or vote of the holders of Class B Ordinary Shares representing a majority of the votes attributable to all then outstanding Class B Ordinary Shares (voting together as a single class and on an as-converted basis). Any such waiver shall bind all future holders of Class B Ordinary Shares. 9 Commission on Sale of Shares When permitted by Law the Company may pay to any person a commission in consideration of his subscribing or agreeing to subscribe (whether absolute or conditional) for any shares or debentures of the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares or debentures in the Company. Any such commission may be satisfied by the payment of cash or in fully paid-up shares or debentures of the Company or partly in one way and partly in the other. 11 Non-Recognition of Trusts Except as required by law or otherwise provided by these Articles, no person shall be recognised by the Company as holding any shares upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 12 12.1 Share certificates shall generally not be issued, unless the Directors determine to so issue either generally or in a specific circumstance. A certificate may be issued under Seal or executed in such other manner as the Directors may prescribe. Provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 12.2 Certificates representing shares shall be in such form as shall be determined by the Directors. Such certificates shall be signed by such person or persons as are authorised from time to time by the Directors or by the Articles. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the Register. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. Notwithstanding the foregoing, if a share certificate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and the payment of out of pocket expenses of the Company incurred in investigating evidence as the Directors think fit. 13 Joint Ownership of Shares If several persons are registered as joint holders of any shares they shall be severally as well as jointly liable for any liability in respect of such shares, but the first named upon the Register shall, as regards service or notices, be deemed the sole owner thereof. Any of such persons may give effectual receipt for any dividend or other distribution. 14 36.1 The Directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A Director so appointed shall be subject to the same provisions as regards removal and disqualification as the other Directors and his appointment shall be automatically determined if he ceases for any cause to be a Director. 36.2 A managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine. 36.3 The Directors may entrust to and confer upon a managing director any powers, authorities and discretions exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, alter, withdraw or vary all or any of such powers. 37 Presumption of Assent A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. 38 45.1 Subject to applicable law and the rules of the Designated Stock Exchange, the Directors may appoint an Auditor or Auditors on such terms as the Directors determine who shall hold office until otherwise resolved. 45.2 Every Auditor shall have the right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors. 45.3 Auditors shall at any time during their term of office, upon request of the Directors or any general meeting of the members, make a report on the accounts of the Company in general meeting during their tenure of office. 46 Fiscal Year The fiscal year of the Company shall end on the 31st day of December in each year unless the Directors prescribe some other period therefor. 47 53.1 Without prejudice to the rights of the Company in this Article 53, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered. 53.2 The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a member who is untraceable, but no such sale shall be made unless: (a) all cheques or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum payable in cash to the holder of such shares sent during the relevant period in the manner authorized by these Articles have remained uncashed; (b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and (c) the Company, if so required by the rules governing the listing of the shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. A-38 For the purpose of the foregoing, the "relevant period" means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph. 53.3 To give effect to any such sale the Board may authorize some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article 53 shall be valid and effective notwithstanding that the Member holding the Shares sold is dead, bankrupt or otherwise under any legal disability or incapacity. 54 Disclosure The Directors and the officers including any secretary or assistant secretary and/or any its service providers (including the registered office provider for the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, any information contained in the Register and books of the Company. 55 Merger and Consolidation The Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Companies Law), upon such terms as the Directors may determine. A-39