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SECURITIES AND EXCHANGE COMMISSION
Washington
, D.C. 20549
___________________
Schedule 14A
___________________
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
|
Filed by the Registrant |
☒ |
|
|
Filed by a Party other than the Registrant |
☐ |
Check the appropriate box:
|
☐ |
Preliminary Proxy Statement |
|
|
☐ |
Confidential, For Use of the Commission Only (As Permitted by Rule 14a -6 (e)(2)) |
|
|
☒ |
Definitive Proxy Statement |
|
|
☐ |
Definitive Additional Materials |
|
|
☐ |
Soliciting Material under Rule 14a -12 |
GD Culture Group Limited
(Name of Registrant as Specified In Its Charter)
______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
☒ |
No fee required |
|
|
☐ |
Fee paid previously with preliminary materials. |
|
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☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 |
GD Culture Group Limited
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
Notice is hereby given that 2024 annual meeting of stockholders (the “Annual Meeting”) of GD Culture Group Limited (formerly known as “Code Chain New Continent Limited”, “TMSR Holding Company Limited” and “JM Global Holding Company”), a Nevada corporation (the “Company”), will be held on December 20, 2024, at 1:00 p.m., Eastern Time, at the principal office of the Company located at 810 Seventh Avenue, 22
nd
Floor, New York, NY 10019, for the following purposes:
1.
To elect five directors to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified (the “Director Election Proposal” or “Proposal 1”);
2.
To ratify the selection by our Audit Committee of HTL International, LLC (“HTL”) to serve as our independent registered public accounting firm for the year ending December 31, 2024 (the “Appointment Proposal” or “Proposal 2”);
3.
To approve, by non
-binding
advisory vote, the resolution approving named executive officer compensation (the “Say on Pay Proposal” or “Proposal 3”);
4.
To approve, by non
-binding
advisory vote, the frequency of future non
-binding
advisory votes on resolutions approving future named executive officer compensation (the “Say When on Pay Proposal” or “Proposal 4”); and
5.
To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal” or “Proposal 5”).
The Director Election Proposal, the Appointment Proposal, the Say on Pay Proposal, the Say When on Pay Proposal and the Adjournment Proposal are collectively referred to as the “Proposals” for the purposes of this notice.
The presence of casted votes or votes by proxy of one
-third
(1/3
rd
) of our shares issued and outstanding common stock entitled to vote at the Annual Meeting are necessary to constitute a quorum at the Annual Meeting under the Company’s bylaws. Votes of stockholders of record who participate in the Annual Meeting or by proxy will be counted as present for purposes of determining whether a quorum exists and whether or not such holder abstains from voting on all of the Proposals. If you are a beneficial owner of our common stock and you do not instruct your bank, broker or other nominees how to vote your shares on any of the Proposals, your shares will not be counted as present at the Annual Meeting for purposes of determining whether a quorum exists.
Approval of the Proposal 1 and 3 will require a plurality of the vote of the shares cast and entitled to vote at the Annual Meeting or any adjournment thereof. Approval of each of the Proposal 2, 3 and 5 will require an affirmative vote of a majority of the vote of the shares cast and entitled to vote at the Annual Meeting or any adjournment thereof. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (a) for Proposal 1 to elect directors of the Company, votes “For ALL,” “WITHHOLD ALL,” “FOR ALL EXCEPT,” and broker non
-votes
, and our Board unanimously recommends that you vote “
FOR ALL
” of the directors on Proposal 1; (b) for Proposal 2 to ratify the appointment of HTL, votes “For” and “Against,” as well as abstentions, and our Board unanimously recommends that you vote “
FOR
” Proposal 2; (c) for Proposal 3 to approve, by non
-binding
advisory vote, the named executive officer compensation, votes “For,” “Against,” “Abstain,” and broker non
-votes
, and our Board unanimously recommends that you vote “
FOR
” Proposal 3; (d) for Proposal 4 to approve, by non
-binding
advisory vote, the frequency of future non
-binding
advisory votes on resolutions approving future named executive officer
810 Seventh Avenue, 22
nd
Floor
New York, NY 10019
TO BE HELD ON DECEMBER 20, 2024
compensation, votes “Three years,” “Two years,” “Three year,” “Abstain,” and broker non -votes , and our Board unanimously recommends that you vote “ THREE YEARS ” on Proposal 4; and (e) for Proposal 5 on the Adjournment Proposal, votes “For” and “Against,” as well as abstentions, and our Board unanimously recommends that you vote “ FOR ” Proposal 5.
A proxy statement describing the matters to be considered at the Annual Meeting is attached to this Notice. Our annual report on Form 10 -K for the year ended December 31, 2023 (the “2023 Annual Report”) accompanies this notice, but it is not deemed to be part of the proxy statement.
This notice, proxy statement, and form of proxy card are being distributed and made available on or about November 20, 2024.
Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope that you will vote as soon as possible. You may vote your shares by either completing, signing and returning the accompanying proxy card or casting your vote over the Internet.
|
By Order of the Board of Directors, |
||
|
Sincerely, |
||
|
/ s / Xiao Jian Wang |
||
|
Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 20, 2024
GD Culture Group Limited
PROXY STATEMENT
The Board of Directors (the “Board”) of GD Culture Group Limited (formerly known as “Code Chain New Continent Limited”), a Nevada corporation (the “Company” or “we”), is furnishing this Proxy Statement and the accompanying proxy card to you to solicit your proxy for 2024 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held on December 20, 2024, at 1:00 p.m., Eastern Time, at the principal office of the Company located at 810 Seventh Avenue, 22
nd
Floor, New York, NY 10019.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
What is this proxy statement?
You have received this proxy statement and our annual report on Form 10
-K
for the year ended December 31, 2023 (the “2023 Annual Report”) because our Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.
What is the purpose of the Annual Meeting?
At the Annual Meeting, our stockholders will act upon the following proposals:
1.
To elect five directors to serve on the Company’s Board until the next annual meeting of stockholders or until their successors are elected and qualified (the “Director Election Proposal” or “Proposal 1”);
2.
To ratify the selection by our Audit Committee of HTL International, LLC (“HTL”) to serve as our independent registered public accounting firm for the year ending December 31, 2024 (the “Appointment Proposal” or “Proposal 2”);
3.
To approve, by non
-binding
advisory vote, the resolution approving named executive officer compensation (the “Say on Pay Proposal” or “Proposal 3”);
4.
To approve, by non
-binding
advisory vote, the frequency of future non
-binding
advisory votes on resolutions approving future named executive officer compensation (the “Say When on Pay Proposal” or “Proposal 4”); and
5.
To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal” or “Proposal 5”).
The Director Election Proposal, the Appointment Proposal, the Say on Pay Proposal, the Say When on Pay Proposal and the Adjournment Proposal are collectively referred to as the “Proposals”
What are the Board’s recommendations?
Our Board recommends that you vote:
•
FOR ALL
of the five directors to serve on the Board until the next annual meeting of stockholders or until their successors are elected and qualified on Proposal 1;
•
FOR
the ratification of the appointment of HTL as our independent auditors to audit the financial statements as of December
31, 2024 and for the fiscal year then ending;
•
“
FOR
” the approval of the Say on Pay Proposal;
•
“
THREE YEARS
” as the preferred frequency of the Say When on Pay Proposal; and
•
“
FOR
” the approval of the Adjournment Proposal.
810 Seventh Avenue, 22
nd
Floor
New York, NY 10019
1
Will there be any other business on the agenda?
The Board knows of no other matters that are likely to be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named in the enclosed proxy, or their duly appointed substitute acting at the Annual Meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.
Who is entitled to attend and vote at the Annual Meeting?
Only stockholders of record at the close of business on November 18, 2024, which we refer to as the Record Date, are entitled to received notice of, and to attend and vote at, the Annual Meeting. As of the Record Date, there were 11,167,294 shares of our common stock, par value $0.0001(“Common Stock”), issued and outstanding. Holders of Common Stock as of the Record Date are entitled to one vote for each share held for each of the proposals.
A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting, and for 10 days prior to the Annual Meeting at the principal office of the Company located at 810 Seventh Avenue, 22 nd Floor, New York, NY 10019.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer Trust Co., you are considered, with respect to those shares, the “stockholder of record.” This proxy statement and our 2023 Annual Report have been sent directly to you by us.
Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. This proxy statement and the 2023 Annual Report have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instructions included with your proxy materials.
How do I vote my shares?
Stockholders can vote in person at the Annual Meeting or by proxy. There are two ways to vote by proxy:
• By Internet — You can vote over the Internet by going to www.cstproxyvote.com and following the instructions to vote your shares; or
• By Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card.
Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 12:59 p.m. (EST) on December 19, 2024. Have your proxy card in hand when you access the website and follow the instructions to vote your shares.
If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.
If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify how your shares should be voted for each of the Proposals. If you grant a proxy without indicating your instructions, your shares will be voted as follows:
• FOR ALL of the five directors to serve on the Company’s Board until the next annual meeting of stockholders or until their successors are elected and qualified on Proposal 1;
• FOR the ratification of the appointment of HTL as our independent auditors to audit the financial statements as of December 31, 2024 and for the fiscal year then ending;
• “ FOR ” the approval of the Say on Pay Proposal;
2
• “ THREE YEARS ” as the preferred frequency of the Say When on Pay Proposal; and
• “ FOR ” the approval of the Adjournment Proposal.
What constitutes a quorum?
According to the Company’s Bylaws, the presence in person or by proxy of the holders of one -third (1/3 rd ) of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law. Under Nevada law, an abstaining vote and a broker “non -vote ” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Annual Meeting.
What is a broker “ non-vote ” and what is its effect on voting?
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non -routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non -routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non -vote .”
What vote is required to approve each Proposal and how are votes counted?
The table below summarizes the Proposals that will be voted on, the vote required to approve the Proposals and how votes are counted:
|
Proposal |
Votes Required |
Voting
|
Impact
|
Broker
| ||||||||||
|
Proposal 1:
|
Plurality of the votes cast (the five directors receiving the most “FOR” votes). |
“FOR ALL” “WITHHOLD ALL”
|
None (1) |
No (3) |
||||||||||
|
Proposal 2:
|
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the 2024 Annual Meeting by the holders entitled to vote thereon. |
“FOR” “AGAINST” “ABSTAIN” |
None (2) |
Yes (4) |
||||||||||
|
Proposal 3:
|
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the 2024 Annual Meeting by the holders entitled to vote thereon. |
“FOR” “AGAINST” “ABSTAIN” |
None (2) |
No (3) |
||||||||||
|
Proposal 4:
|
The frequency that receives the highest number of votes of the shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon shall be approved. |
“ONE YEAR” “TWO YEARS” “THREE YEARS” “ABSTAIN” |
None (2) |
No (3) |
||||||||||
|
Proposal 5: Adjournment Proposal |
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the 2024 Annual Meeting by the holders entitled to vote thereon. |
“FOR” “AGAINST” “ABSTAIN” |
None (2) |
Yes (4) |
||||||||||
|
Name |
Age |
Position |
||
|
Xiao Jian Wang |
36 |
Chief Executive Officer, President, Chairman of the Board, and Director |
||
|
Zihao Zhao |
30 |
Chief Financial Officer and Director |
||
|
Lei Zhang |
37 |
Director and Chair of Compensation Committee |
||
|
Yun Zhang |
38 |
Director and Chair of Nominating and Corporate Governance Committee |
||
|
Shuaiheng Zhang |
61 |
Director and Chair of Audit Committee |
Director Qualifications — General
Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareowners. This significant responsibility requires highly -skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Board that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board and the Nominating and Corporate Governance Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.
Summary of Qualifications of Nominees for Director
Set forth below is a summary of some of the specific qualifications, attributes, skills and experiences of our directors which we believe qualify them to serve on our Board.
Xiao Jian Wang. Mr. Xiao Jian Wang was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective April 21, 2023. Mr. Xiao Jian Wang was the Vice President of Business Development at Foregrowth Inc. in Vancouver, Canada, where he formulated and executed comprehensive business plans, achieving defined sales targets and driving market expansion, conducted training sessions for financial advisors, equipping them with in -depth knowledge of compliance requirements, market insights, and product features, and conducted extensive research and due diligence on potential alternative investment opportunities, resulting in successful acquisitions and partnerships. Prior to that, Mr. Wang was a Private Banking Consultant and an Interbank Commercial Paper Trader at China Minsheng Bank in Chongqing, China.
We believe Mr. Wang is well -qualified to serve as a member of our board due to his in -depth knowledge and experience in asset management and investment, and his experience in management.
Zihao Zhao. Mr. Zihao Zhao was appointed as the Chief Financial Officer of the Company, effective April 21, 2023. Mr. Zhao was a senior audit assistant at PricewaterhouseCoopers, PWC, Shanghai from 2016 to 2019. Mr. Wang received his Bachelor of Science in Taxation degree from Shanghai Lixin University of Accounting and Finance in 2016.
We believe Mr. Zhao is well -qualified to serve as a member of our board due to his expertise in accounting.
12
Lei Zhang. Mr. Zhang was appointed as a director, chair of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective on April 26, 2024. Mr. Lei Zhang has more than 10 years of experience in accounting. Since 2018, he holds the position of Assistant Professor of Accounting at Simon Fraser University. His research contributions have been recognized, including receiving the Vanderbilt Music City Accounting Research Conference Best Paper Award in June 2022. Mr. Lei Zhang’s teaching experience spans courses such as Business Ethics and Corporate Social Responsibility, Introduction to Managerial Accounting, and Intermediate Managerial Accounting. His academic journey reflects a commitment to excellence and a passion for advancing accounting knowledge. Mr. Lei Zhang earned his Ph.D. in Accounting from the University of British Columbia in 2018.
We believe Mr. Zhang is well -qualified to serve as a member of our board due to his experience in the accounting industry.
Yun Zhang. Mr. Yun Zhang was appointed as a director, chair of the Nominating Committee, and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective on April 26, 2024. Mr. Yun Zhang has extensive experience across various roles, currently serves as a Consultant at China Machinery Engineering Corporation in Vancouver since September 2018. In this capacity, Mr. Yun Zhang is responsible for promoting and negotiating projects with local companies on behalf of the Chinese State -Owned Company. Prior to this, from September 2017 to September 2018, Mr. Yun Zhang held the position of Purchasing Manager at Homemax Building Supplies Inc., Vancouver, where they implemented annual purchasing plans, managed contracts, and ensured optimal inventory levels. Earlier in their career, from January 2015 to September 2017, Mr. Yun Zhang served as the Accountant Manager at China GEZHOUBA Group Company Limited in Wuhan, China. In this role, he focused on generating comprehensive reporting packages, including business performance results, and compiled reviewed financial data for effective projections. Mr. Yun Zhang diverse professional journey spans different industries and responsibilities, showcasing their adaptability and expertise. Mr. Yun Zhang earned his bachelor’s degree in Accounting from the University of Adelaide in 2011.
We believe Mr. Zhang is well -qualified to serve as a member of our board due to his extensive management experience.
Shuaiheng Zhang. Mr. Shuaiheng Zhang was appointed as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 9, 2023. Mr. Shuaiheng Zhang, has more than 40 years of working experience in management. Since September 2019, Mr. Shuaiheng Zhang has been the general manager at Sunwoda Huizhou New Energy Co., Ltd., a high -tech enterprise with research and development, design, production and sale of lithium -ion battery cell and module and a wholly owned subsidiary of Sunwoda Electronic Co., Ltd., a company listed on the Growth Enterprise Market of Shenzhen Stock Exchange since 2011. From October 1994 to July 2013, Mr. Shuaiheng Zhang was the general manager and vice chairman of the board at Shenzhen SEG Co., Ltd., a company listed on the main board of Shenzhen Stock Exchange that are engaged in development of electronic information industry and electronic product trading market. From July 2013 to December 2015, Mr. Shuaiheng Zhang was the vice general manager at Shenzhen SI Semiconductors Co., Ltd., a power semiconductor device manufacturer. From December 2015 to September 2019, Mr. Shuaiheng Zhang was the general manager and chairman of the board of Shenzhen SEG Longyan Energy Technology CO., Ltd., a subsidiary of Shenzhen SEG Co., Ltd. Mr. Shuaiheng Zhang received his bachelor degree In mechanical engineering from Xidian University and his master degree in computer science from Tsinghua University. Mr. Zhang has more than 40 years of working experience in management.
We believe Mr. Zhang is well -qualified to serve as a member of our board due to his extensive management experience.
13
Board Diversity Matrix
This table below provides certain information regarding the diversity of our Board as of the date of this proxy statement.
|
Board Diversity Matrix for The Company
|
||||||||||||||
|
Total Number of Directors |
5 |
|||||||||||||
|
Female |
Male |
Non-Binary |
Did Not
| |||||||||||
|
Part I: Gender Identity |
||||||||||||||
|
Directors |
0 |
5 |
0 |
0 |
||||||||||
|
Part II: Demographic Background |
||||||||||||||
|
African American or Black |
0 |
0 |
0 |
0 |
||||||||||
|
Alaskan Native or American Indian |
0 |
0 |
0 |
0 |
||||||||||
|
Asian |
0 |
5 |
0 |
0 |
||||||||||
|
Hispanic or Latinx |
0 |
0 |
0 |
0 |
||||||||||
|
Native Hawaiian or Pacific Islander |
0 |
0 |
0 |
0 |
||||||||||
|
White |
0 |
0 |
0 |
0 |
||||||||||
|
Two or More Races or Ethnicities |
0 |
0 |
0 |
0 |
||||||||||
|
LGBTQ+ |
0 |
|||||||||||||
|
Did Not Disclose Demographic Background |
0 |
|||||||||||||
|
Name |
Age |
Position |
||
|
Xiao Jian Wang |
36 |
Chief Executive Officer, President, Chairman of the Board, and Director |
||
|
Zihao Zhao |
30 |
Chief Financial Officer and Director |
||
|
Lu Cai |
34 |
Chief Operating Officer |
Ms. Lu Cai
Ms. Lu Cai was appointed as the Chief Operating Officer of the Company, effective February 9, 2023. Ms. Lu Cai, has over 10 years of extensive experience in financial management and consulting. Since July 2020, Ms. Lu Cai has been the Chief Executive Officer of Beijing Boda Shengshi Financial Consulting Co., Ltd, a firm that offers initial public offering and pre -marketing consulting services in China. From July 2017 to May 2020, Ms. Lu Cai was a Vice President of SINO -TONE Beijing Consulting Co., Ltd, a consulting firm based in Beijing, China. Ms. Lu Cai graduated from Beijing Foreign Studies University.
15
EXECUTIVE COMPENSATION
The following table provides disclosure concerning all compensation paid for services to the Company in all capacities for our fiscal years ended December 31, 2023 and 2022 provided by (i) each person serving as our principal executive officer (“PEO”), (ii) each person serving as our principal financial officer (“PFO”) and (iii) our two most highly compensated executive officers other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO, referred to as the “named executive officers” in this Executive Compensation section).
Summary Compensation Table
|
Name and Principal Position |
Fiscal
|
Salary
|
Bonus
|
Stock
|
Option
|
Other
|
Total
|
|||||||
|
Xiao Jian Wang |
2023 |
34,725 |
65,275 |
— |
— |
— |
100,000 |
|||||||
|
CEO, President, Chairman of the Board, and Director (since April 21, 2023) |
2022 |
— |
— |
— |
— |
— |
— |
|||||||
|
Zihao Zhao |
2023 |
20,833 |
— |
— |
— |
— |
20,833 |
|||||||
|
CFO (since April 21, 2023) |
2022 |
— |
— |
— |
— |
— |
— |
|||||||
|
Cai Lu |
2023 |
— |
— |
— |
— |
— |
— |
|||||||
|
COO (since February 9, 2023) |
2022 |
— |
— |
— |
— |
— |
— |
|||||||
|
Name |
Fees earned
|
Stock
|
Option
|
All other
|
Total
|
|||||
|
Lei Zhang (since April 26, 2024) |
— |
— |
— |
— |
— |
|||||
|
Yun Zhang (since April 26, 2024) |
— |
— |
— |
— |
— |
|||||
|
Shuaiheng Zhang (since February 9, 2023) |
— |
— |
— |
— |
— |
|||||
|
Name of related party |
Relationship |
Nature |
December 31,
|
December 31,
|
||||||
|
Shanghai Highlight Asset Management Co. LTD (1) |
A company in which the then shareholder hold shares |
Advances |
$ |
— |
$ |
195,732 |
||||
|
Zihao Zhao |
Chief Finance Officer |
Accrued compensations |
|
20,833 |
|
— |
||||
|
Total |
$ |
20,833 |
$ |
195,732 |
||||||
|
Name and Address of Beneficial Owner |
Amount and
|
Percent of
|
||
|
Directors and Named Executive Officers |
||||
|
Xiao Jian Wang,
|
— |
— |
||
|
Zihao Zhao,
|
— |
— |
||
|
Lu Cai,
|
— |
— |
||
|
Lei Zhang,
|
— |
— |
||
|
Shuaiheng Zhang,
|
— |
— |
||
|
Yun Zhang,
|
— |
— |
||
|
All officers and directors as a group (6 persons): |
— |
— |
||
|
5% Beneficial Owner |
||||
|
None |
|
Date: November 20, 2024 |
By Order of the Board of Directors |
|
|
/ s / Xiao Jian Wang |
||
|
Xiao Jian Wang |
||
|
Chief Executive Officer |
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2024 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK EASY GD CULTURAL GROUP LIMITED 2024 Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on December 19, 2024. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” DIRECTORS IN PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5 AND “THREE YEARS” IN PROPOSAL 4. Please mark your votes like this 1. To elect five directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified; DIRECTORS: FOR ALL WITHHOLD ALL FOR ALL EXCEPT 1. Xiao Jian Wang 2. Zihao Zhao 3. Lei Zhang 4. Yun Zhang 5. Shuaiheng Zhang To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominees on the line below. 2. To ratify the selection by our Audit Committee of HTL International, LLC to serve as our independent registered public accounting firm for the year ending December 31, 2024; FOR AGAINST ABSTAIN 3. To approve, by non-binding advisory vote, the resolution approving named executive officer compensation; 4. To approve, by non-binding advisory vote, the frequency of future nonbinding advisory votes on resolutions approving future named executive officer compensation; and THREE YEARS TWO YEARS ONE YEAR ABSTAIN 5. To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals. CONTROL NUMBER Signature Signature , if held jointly Date , 2024 Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors. administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
2024 FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED GD CULTURAL GROUP LIMITED THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 20, 2024 The undersigned appoints Xiao Jian Wang and Zihao Zhao, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of GD Cultural Group Limited held of record by the undersigned at the close of business on November 18, 2024 at the Annual Meeting of Stockholders of GD Cultural Group Limited to be held on December 20, 2024, at 1:00 p.m. Easter Time. or at any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ALL DIRECTORS IN PROPOSAL 1, IN FAVOR OF PROPOSALS 2, 3, AND 5, AND “THREE YEARS” IN PROPOSAL 4, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued and to be marked, dated and signed, on reverse side)