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UNITED
STATES
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
Pursuant to 240.14a-12
SINGULARITY
FUTURE TECHNOLOGY LTD.
(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 computed on table in exhibit required
by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
48
Wall Street, Suite 1100
New
York, NY 10005
DEFINITIVE
PROXY STATEMENT
SINGULARITY
FUTURE TECHNOLOGY LTD.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 1, 2025
To
Our Stockholders:
You
are invited to attend the annual meeting of stockholders (the Annual Meeting)
of Singularity Future Technology Ltd. (the Company) on July 1, 2025 at 11:00
p.m., Hong Kong time, at Room 1406, 14/F, Star Hse, 3 Salisbury Rd, Tsim Sha Tsui, Kowloon,
Hong Kong, for the following purposes:
1.
To
re-elect one ClassIII director nominee to serve on the board of directors of the Company
(the Board) until our next annual meeting of stockholders or until their successors
are duly elected or appointed;
2.
To ratify the appointment of Audit Alliance
LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2025; and
3.
To approve the implementation of a new stock
incentive plan with 630,523 shares of Common Stock (the 2025 Incentive Plan), attached as Appendix A hereto;
4.
To vote on an advisory, nonbinding resolution
to approve the compensation of the Companys executive officers;
5.
To transact such other business as may properly
be brought before the Annual Meeting and any adjournment or postponement thereof.
Stockholders
of record at the close of business on June 9, 2025 shall be entitled to notice of and to vote at the Annual Meeting and any adjournments
or postponements thereof. A stockholder list will be available at our corporate offices beginning June 12, 2025 during normal business
hours for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the Annual Meeting.
Your
vote is important. Please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting.
By
Order of the Board of Directors
/s/
Jia Yang
Jia
Yang
Chief
Executive Officer
New
York, New York
June
11, 2025
Whether
or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy by telephone, via the Internet or by mail.
For additional instructions, voting by telephone or via the Internet, please refer to the proxy card. To vote and submit your proxy by
mail, please complete, sign and date the enclosed proxy card and return it in the enclosed envelope. If you hold your shares through
an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
July 1, 2025
THIS
PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR
THE ANNUAL MEETING OF STOCKHOLDERS. YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:
How
to Vote Your Shares
YOUR
VOTE IS IMPORTANT.
Your shares can be voted at the Annual Meeting only if you are represented by proxy, please take the time to vote
your proxy.
●
ATTEND
IN PERSON THE COMPANYS ANNUAL MEETING OF STOCKHOLDERS AND VOTE
ALL
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE OR VOTE
VIA THE INTERNET OR BY TELEPHONE. ANY STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY CARD.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON
JULY
1
, 2025 THE PROXY STATEMENT AND THE 2024 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT
WWW.
singularity.us
If
not attending the meeting and voting in person, stockholders of record, or registered stockholders, can vote by proxy in
the following three ways:
By Telephone:
Call the toll-free number indicated
on the enclosed proxy card and follow the recorded instructions.
Via the Internet:
Go
to the website indicated on the enclosed proxy card and follow the instructions provided.
By Fax:
Fax to the number indicated on the enclosed
proxy card and follow the instructions provided.
By Mail:
Mark your vote, date, sign and return the
enclosed proxy card in the postage-paid return envelope provided.
If
your shares are held beneficially in street name through a nominee such as a financial institution, brokerage firm, or
other holder of record, your vote is controlled by that institution, firm or holder. Your vote by proxy may also be cast by telephone
or via the Internet, as well as by mail, if your financial institution or brokerage firm offers such voting alternatives. Please follow
the specific instructions provided by your nominee on your voting instruction card.
Please
note, that if your shares are held beneficially through a bank, broker or other nominee and you wish to vote at the Annual Meeting, you
must obtain a proxy issued in your name from the record holder.
PROXY
STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 1
, 2025
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
Q:
Why am I receiving these materials?
A:
We are providing these proxy materials to
you in connection with the solicitation of proxies by the Board of Directors (the Board) of our company for our 2024
annual meeting of stockholders (the Annual Meeting) of stockholders, which will take place on July 1, 2025. As a stockholder
of record, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business described
in this proxy statement. This proxy statement and accompanying proxy card (or voting instruction card) are being sent on or about
June 13, 2025 to all stockholders entitled to vote at the Annual Meeting.
Q:
When and where will the Annual Meeting
be held?
A
:
The Annual Meeting will be held on July
1, 2025 at 11:00 p.m., Hong Kong time, at Room 1406, 14/F, Star Hse, 3 Salisbury Rd, Tsim Sha Tsui, Kowloon, Hong Kong.
Q:
How do I attend the Annual Meeting?
A:
Only stockholders of record on the record
date of June 9, 2025 (the Record Date) are entitled to notice of, and to attend or vote at, the Annual Meeting. If
you plan to attend the meeting in person, please bring the following:
●
Photo
identification.
●
Acceptable
proof of ownership if your shares are held in street name.
Street
name
means your shares are held of record by brokers, banks, or other institutions. See below for additional information.
Acceptable
proof of ownership
is either (a) a letter from your broker confirming that you beneficially owned shares of our common stock (the
Common Stock) on the Record Date or (b) an account statement showing that you beneficially owned shares of our Common Stock
on the Record Date. If your shares are held in street name, you may attend the meeting with proof of ownership, but you may not vote
your shares in person at the Annual Meeting unless you have obtained a legal proxy or other evidence from your broker giving
you the right to vote your shares at the Annual Meeting.
Q:
What information is contained in this
proxy statement?
A:
This proxy statement contains information
regarding our corporate governance practices, our Board, our named executive officers, the compensation of our directors and named
executive officers, the proposals to be voted on at the Annual Meeting and certain other required information.
Q:
How may I obtain the Companys
Annual Report on Form 10-K for the fiscal year ended June 30, 2024?
A:
We have enclosed with this proxy statement
a copy of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the Annual Report). Our Annual Report
can also be accessed through our website. We filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 with the
Securities and Exchange Commission (SEC) on October 15, 2024.
1
Q:
What items of business will be voted
on at the Annual Meeting?
A:
The items of business scheduled to be voted
on at the Annual Meeting are:
1.
To
re-elect the nominee to serve as the Class III director of the Company;
2.
To ratify the appointment
of Audit Alliance LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2025;
3.
To approve the implementation
of a new stock incentive plan with 630,523 shares of Common Stock (the 2025 Incentive Plan); and
4.
To vote on an advisory,
nonbinding resolution to approve the compensation of the Companys executive officers;
5.
To transact such other
business as may properly be brought before the Annual Meeting and any adjournment or postponement thereof.
Q:
How many votes must the nominees for
director have to be elected?
A:
In order for a director to be elected at
a meeting at which a quorum is present, the director must receive the highest number of For votes of the shares cast
in person or represented by proxy at the Annual Meeting and entitled to vote. There is no cumulative voting for our directors or
otherwise.
Q:
What are the voting requirements to approve
the other proposals?
A:
The affirmative vote of a majority of the
shares cast in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to approve each
of the other voting proposals in this proxy statement.
Q:
How does the Board recommend that I vote?
A:
The Board recommends that you vote your shares FOR the re-election of the nominee; FOR the ratification of
the appointment of Audit Alliance LLP as our independent registered public accounting firm; FOR the approval of the 2025
Incentive Plan; and FOR the advisory vote on the executive compensation.
If
you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on
your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted in accordance
with the Boards recommendations.
Q:
What shares may I vote?
A:
Each share of our Common Stock issued and
outstanding as of the close of business on the Record Date is entitled to one vote on each of the matters to be voted upon at the
Annual Meeting.
You
may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholder of record
and (b) shares held for you as the beneficial owner through a broker, trustee or other nominee. We had 4,203,492 shares of Common Stock
issued and outstanding on the Record Date.
2
Q:
What is the difference between being
a stockholder of record and being the beneficial owner of shares held in street name?
A:
A stockholder of record owns shares which
are registered in his or her own name. A beneficial owner owns shares which are held in street name through a third party, such as
a broker. As summarized below, there are some distinctions between a stockholder of record and a beneficial owner.
Stockholder
of Record
If
on June 9, 2025 your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held in street name and the Notice of Annual Meeting and Proxy
Statement are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder
of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent
regarding how to vote the shares in your account. Simply follow the voting instructions provided to ensure that your vote is counted.
You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares
in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.
Shares
Beneficially Held in Street Name
You
are the beneficial owner of any of your shares of Common Stock held in street name. With respect to such shares registered through a
broker, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker. As the beneficial
owner, you have the right to direct your broker how to vote. You may use the voting instruction card provided by your broker for this
purpose. Even if you have directed your broker how to vote, you may also attend the Annual Meeting. However, you may not vote your shares
in person at the Annual Meeting unless you obtain a legal proxy or other evidence from your broker giving you the right
to vote the shares at the Annual Meeting.
Q:
Who is entitled to attend the Annual
Meeting and what are the admission procedures?
A:
You are entitled to attend
the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or if you hold a valid proxy for
the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting will be available for inspection at the Annual
Meeting. If you are a beneficial holder, you will need to provide proof of beneficial ownership as of the Record Date, such as a
brokerage account statement showing that you owned shares of Common Stock as of the Record Date or the voting instruction card provided
by your broker. The Annual Meeting will begin promptly at 11:00 p.m., Hong Kong time. You should be prepared to present photo
identification for admittance. Check-in will begin one-half hour prior to the meeting. Please allow ample time for the admission
procedures.
Q:
May I vote my shares
in person at the Annual Meeting?
A:
If you were a stockholder
of record on the Record Date, you may vote your shares in person at the Annual Meeting or through a proxy. If you decide to vote
your shares in person, you do not need to present your share certificate(s) at the Annual Meeting; your name will be on the list
of stockholders eligible to vote. If you hold your shares beneficially in street name, you may vote your shares in person at the
Annual Meeting only if you obtain a legal proxy or other evidence from your broker giving you the right to vote the shares.
Even
if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below
so that your vote will be counted if you later decide not to attend the Annual Meeting.
Q:
How can I vote my shares
without attending the Annual Meeting?
A:
Whether you hold shares
directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending
the Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street
name, you may vote by submitting voting instructions to your broker. For directions on how to vote, please refer to the instructions
on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker.
3
Stockholders
of record may submit proxies by completing, signing, dating, and mailing their proxy cards to the address provided on the proxy card.
Stockholders who hold shares beneficially in street name may vote by completing, signing, and dating the voting instruction cards provided
and mailing them to the address provided on the voting instruction card. The proxy card and voting instruction card also include directions
as to how you may submit your vote through the Internet. The voting instruction card may also include directions for alternative methods
of submitting your vote. We encourage you to vote early. If you choose to vote by mail, please allow sufficient time for your proxy or
voting instruction card to reach our vote tabulator prior to the Annual Meeting.
Q:
Who will count the votes?
A:
Representatives of Transhare
Corporation (Transhare) will tabulate the votes, and a representative of the Company will act as inspector of election.
Q:
What is the effect of
not voting?
A:
If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business
at the Annual Meeting. If you are a stockholder of record and you properly sign and return your proxy card, your shares will be voted
as you direct. If no instructions are indicated on such proxy card and you are a stockholder of record, shares represented by the proxy
will be voted in the manner recommended by the Board on all matters presented in this proxy statement, namely FOR the re-election
of the nominees; FOR the ratification of the appointment of Audit Alliance LLP as our independent registered public accounting
firm; and FOR the approval of the 2025 Incentive Plan.
Generally,
broker non-votes occur when shares held by a broker in street name for a beneficial owner are not voted with respect to
a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary
voting power to vote those shares.
A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Audit Alliance
LLP as our independent registered public accounting firm in Proposal Two is a routine matter; and, accordingly, a broker is entitled to
vote shares held for a beneficial owner on this proposal without instructions from such beneficial owner. On the other hand, absent instructions
from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe that
the election of directors in Proposal One, the vote on the approval of the 2025 Incentive Plan in Proposal Three and the advisory vote
on the executive compensation in Proposal Four are non-routine matters; and, accordingly, brokers do not have authority to vote on such
matters absent instructions from beneficial owners. Accordingly, if beneficial owners desire to have their shares voted by a broker in
a certain manner, they should give instructions to their brokers as to how to vote their shares.
Broker
non-votes count for purposes of determining whether a quorum is present.
Q:
How many votes are required
for the approval of the proposals to be voted upon, and how will abstentions and broker non-votes be treated?
Proposal
Votes
Required
Effect
of Votes
Withheld/Abstentions
Effect
of Broker
Non-Votes
Proposal One
:
Re-Election of Directors
Plurality of the votes cast. This means that the nominees receiving
the highest number of For votes will be elected as directors.
Votes withheld will have no effect.
Broker non-votes will have no effect.
Proposal Two
:
Ratification of Appointment of Independent Registered Public Accounting Firm
Affirmative vote of the holders of a majority in voting power of the
shares of Common Stock present in person or by proxy and entitled to vote thereon.
Abstentions will have the effect of a vote against the proposal.
We do not expect to receive broker non-votes on this proposal.
Proposal
Three:
Approval
of the 2025 Incentive Plan
Affirmative vote of the holders of a majority in voting power of the
shares of Common Stock present in person or by proxy and entitled to vote thereon.
Abstentions will have the effect of a vote against the proposal.
Broker non-votes will have no effect.
Proposal
Four:
Advisory
Vote on Executive Compensation
Affirmative vote of the holders of a majority in voting power of the
shares of Common Stock present in person or by proxy and entitled to vote thereon.
Abstentions will have the effect of a vote against the proposal.
Broker non-votes will have no effect.
4
Q:
Can I revoke my proxy or change my vote
after I have voted?
A:
You may revoke your proxy and change your
vote by voting again or by attending the Annual Meeting and voting in person. Only your latest dated proxy card received at or prior
to the Annual Meeting will be counted. However, your attendance at the Annual Meeting will not have the effect of revoking your proxy
unless you forward written notice to the Corporate Secretary at Singularity Future Technology Ltd.s offices, or you vote by
ballot at the Annual Meeting. If you are a beneficial owner, you will need to request a legal proxy from your broker and bring it
with you to vote at the Annual Meeting.
Q:
How many votes are required to hold the
Annual Meeting?
A:
The presence, in person or by proxy, of
the holders of a majority of the shares of our Common Stock outstanding and entitled to vote on the Record Date is necessary to hold
the Annual Meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be considered as present
at the Annual Meeting for purposes of establishing a quorum.
Q:
Who will bear the cost of soliciting
votes for the Annual Meeting?
A:
The Company is making this solicitation
and will pay the entire cost of preparing, printing, assembling, mailing, and distributing these proxy materials. In addition to
the use of the mails, proxies may be solicited by personal interview, telephone, electronic mail, and facsimile by directors, officers,
and regular employees of the Company. None of the Companys directors, officers or employees will receive any additional compensation
for soliciting proxies on behalf of the Board. The Company may also make arrangements with brokerage firms and other custodians,
nominees, and fiduciaries for the forwarding of soliciting material to the beneficial owners of Common Stock held of record by those
owners. The Company will reimburse those brokers, custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses
incurred in connection with that service.
Q:
Where can I find the voting results of
the Annual Meeting?
A:
We intend to announce preliminary voting
results at the Annual Meeting and will disclose final voting results in a Current Report on Form 8-K that will be filed with the
SEC not more than four business days following the Annual Meeting.
5
PROPOSAL
ONE
RE-ELECTION
OF DIRECTORS
You
are asked to vote for one ClassIII nominee to serve as a ClassIII member of the Board. The ClassIII nominee for our
Board have consented to serve if elected to a term from the date of election until the next annual meeting of stockholders. The term
of the ClassI members of the Board continues until the annual meeting of stockholders for fiscal year 2025, and the term of the
ClassII member of the Board continues until the annual meeting of stockholders for fiscal year 2026.
The
following table provides information regarding each ClassIII nominee to our Board:
Name
Age
Position
Yangyang Xu
40
Independent Director (Class III Director)
Ms.
Yangyang Xu
was elected to the Board as an independent director on
October 6, 2023. Ms. Xu
has since May 2018 served as a senior customer manager at Beijing Sensetime Technology Development Co., Ltd., a leading AI software
company focused on innovating for a better AI-empowered future. Prior to that, from February 2011 to April 2018, she served as the general
manager of communications at Bus Online Technology Co., Ltd., a company primarily involved in the manufacture and distribution of electronic
components. Before that, Ms. Xu held managerial positions with Beijing Sumavision Technology Co., Ltd, and Beijing Gallop Horse Film
and Culture Development Group. Ms. Xu received a bachelors degree in management from Harbin University of Commerce in 2006.
The
following table provides information regarding each of the ClassI and ClassII directors:
Name
Age
Position
Jia Yang
31
Director, Chairwoman of the Board, Chief
Executive Officer (Class II Director)
Jinhao Pang
26
Executive Director (Class I Director)
Zhongliang Xie
54
Independent Director (Class II Director)
Xu Zhao
39
Independent Director (Class I Director)
Ms.
Jia Yang
was elected to the Board on August 6, 2025. She
served as the chief
operating office at Beijing Angda Yingchuang Innovative Materials Technology Co., Ltd. since January 2023. Prior to that, she was an
executive officer at Zhongjian Tianxia Beijing Investment Management Co., Ltd. from October 2021 to December 2022. From November 2019
to November 2021, Ms. Yang was the executive assistant to hotel manager/marketing executive at The Ritz-Carlton Xian. Ms. Yang
graduated from Xian International Studies University in 2016 with a major in English education.
Mr.
Jinhao Pang
was elected to the Board on November 18, 2024. He worked as a software engineer with Yisa Technology Co., Ltd. in Qingdao,
China from June 2021 to August 2022, where he led the design and development of a module for a training system, which allowed companies
to update training content dynamically and enables users to engage with the latest material through interactive learning and problem-solving.
Mr. Pang received a M.S. in Computer Science from New York University in May 2024, and a B.S. in Information and Computing Science from
Xian Jiaotong-Liverpool University in July 2022.
Mr.
Zhongliang Xie
was elected to the Board as an independent director on July 31, 2023. He has served as the General Manager of Zhongxing
Cai Guanghua Certified Public Accountants, Shaanxi Branch since January 2019. He has also served as the vice president of Shanxi NEEQ
Federation since January 2017, and an Internal Committee member of Shanxi Provincial Equity Exchange Center since August 2021. From April
2008 to December 2018, he worked as the General Manager of Beijing Xinghua Certified Public Accountants, Xian Branch. From May
2005 to April 2008, he was the Controller of Zhongyi Far East Import Export Co., Ltd. Mr. Xie graduated from Bao Ji University
majoring in Enterprise Management. He is a Certified Public Accountant, Certified Public Valuer and Registered Cost Engineer in China.
Mr.
Xu Zhao
was elected to the Board as an independent director on September 25, 2023. Mr. Zhao has worked as the president of Shijiazhuang
Juminhui Technology Co., Ltd., a Chinese trading company since March 2023. He was the regional manager for Hebei Province of Jiangsu
Hengrui Pharmaceuticals Co., Ltd., a Chinese pharmaceutical company from September 2009 to July 2022. Mr. Zhao received his bachelors
degree in marketing from Nankai University Binhai College in 2009.
THE
BOARD RECOMMENDS A VOTE FOR
the RE-election of THE DIRECTOR NOMINEES
6
CORPORATE
GOVERNANCE
Board
Leadership Structure
The
Board considers and establishes the appropriate leadership structure for the Company.
Independence
of the Board of Directors
As
required under the listing standards of The NASDAQ Stock Market, a majority of the members of a listed companys board of directors
must qualify as independent, as affirmatively determined by the board of directors. The Companys Board consults
with the Companys counsel to ensure that the Boards determinations are consistent with all relevant securities and other
laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards
of The NASDAQ Stock Market, as are in effect from time to time.
We
undertook a review of the independence of our directors and, using the definitions and independence standards for directors provided
in the rules of The NASDAQ Stock Market, considered whether any director has a material relationship with us that could interfere with
his or her ability to exercise independent judgment in carrying out their responsibilities. As a result of this review, we determined
that Xu Zhao, Zhongliang Xie and Yangyang Xu were independent directors as defined under the rules of The NASDAQ Stock
Market.
Committees
of the Board of Directors
The
Board has established three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance Committee. The
members of each committee qualify as independent under the rules and regulations of the SEC and The NASDAQ Stock Market.
Audit
Committee
The
current members of our audit committee are Zhongliang Xie (Chair), Xu Zhao and Yangyang Xu, each of whom we believe satisfies the independence
requirements of the SEC. We believe Zhongliang Xie is qualified as an audit committee financial expert under the regulations of the SEC
by reason of his work experience. Our audit committee assists our Board in its oversight of:
●
The
integrity of our financial statements;
●
Our
independent registered public accounting firms qualifications and independence; and
●
The
performance of our independent auditors.
The
Audit Committees charter is available in the Company Governance Documents section of the Investor Relations section of the Companys
website at:
http://www.singularity.us
.
7
Compensation
Committee
The
current members of our compensation committee are Yangyang Xu (Chair), Xu Zhao and Zhongliang Xie. The Compensation Committee reviews
and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to the compensation of the Companys
executive officers and other managerial employees, including the determination, in its discretion, of the amount of annual bonuses, if
any, for our executive officers and other professionals. The Compensation Committee advises and consults with our senior executives as
may be requested regarding managerial personnel policies.
The
Compensation Committees charter is available in the Company Governance Documents section of the Investor Relations section of
the Companys website at:
www.singularity.us
.
Corporate
Governance Committee
The
current members of our nominating committee are Xu Zhao (Chair), Zhongliang Xie and Yangyang Xu. The Corporate Governance Committee identifies
and recommends nominees to the Board and oversees compliance with our corporate governance guidelines. The Corporate Governance Committee
is responsible for assembling for stockholder consideration a group of nominees that, taken together, have the experience, qualifications,
attributes, and skills appropriate for functioning effectively as a Board. The Corporate Governance Committee reviews the composition
of the Board in light of the Companys changing requirements, its assessment of the Boards performance, and the inputs of
stockholders and other key constituencies.
While
the Corporate Governance Committee has not adopted specific minimum criteria for director nominees, the Committee looks for certain characteristics
common to all board members, including integrity, strong professional reputation and record of achievement, constructive and collegial
personal attributes, and the ability and commitment to devote sufficient time and energy to Board service.
In
addition, the Corporate Governance Committee seeks to include on the Board a complementary mix of individuals with diverse backgrounds
and skills that can help the Board to meet the broad set of challenges that it confronts. These individual qualities can include matters
like experience in the Companys industry, technical experience (for example, financial or technological expertise), experience
gained in situations comparable to the Companys, leadership experience, and relevant geographical experience. The Committee does
not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
The
Corporate Governance Committee will consider all bona fide candidates for election to the Board and will consider any stockholder nominations
pursuant to the same criteria, provided those nominated are submitted in accordance with applicable law and within the time periods set
forth herein for receipt of stockholder proposals for the Annual Meeting of Stockholders. To date, the Company has not received any recommendations
from stockholders for candidates for inclusion in the committees slate of nominees.
The
Corporate Governance Committees charter is available in the Company Governance Documents section of the Investor Relations section
of the Companys website at:
www. www.Singularity.us
.
Director
Independence
Our
Board has determined that each of Messrs. Zhongliang Xie, Xu Zhao and Ms. Yangyang Xu is an independent director as defined
by the applicable SEC rules and Nasdaq Listing Rules.
8
Meetings
of the Board of Directors
The
Board met 1 time during the fiscal year ended June 30, 3024 and acted 13 times by unanimous written consent.
We
do not maintain a formal policy regarding director attendance at our annual meeting of stockholders.
The
Boards Role in Risk Oversight
The
Board has an active role, as a whole and also at the committee level, in overseeing management of the Companys risks. The Board
regularly reviews information regarding the Companys credit, liquidity and operations, as well as the risks associated with each.
The Compensation Committee is responsible for overseeing the management of risks relating to the Companys executive compensation
arrangements. The Audit Committee oversees management of financial risks. The Corporate Governance Committee manages risks associated
with the independence of the Board and potential conflicts of interest of director nominees. While each committee is responsible for
evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports
about such risks.
Stockholder
Communications with the Board
The
Companys corporate governance policies set forth a process by which stockholders and other interested third parties can send communications
to the non-management members of the Board. When stockholders or other interested third parties have concerns, they may make them known
to the non-management directors by communication to:
sherryf@singularity.us.
All such correspondence is provided to the independent
directors at, or prior to, the next regular Board meeting.
Code
of Business Conduct and Ethics
The
Company has adopted a Code of Business Conduct and Ethics that applies to all officers, directors, employees, consultants and advisors.
The Code of Business Conduct and Ethics is available in the Company Governance Documents section of the Investor Relations section of
the Companys website at
www. www.singularity.us
. If the Company makes any substantive amendments to the Code of Business
Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, the Company will promptly
disclose the nature of the amendment or waiver on its website.
9
EXECUTIVE
COMPENSATION
The
following table shows the annual compensation paid by us to Mr. Lei Cao, our former Chief Executive Officer and Chairman, Ms. Yang Jie,
our former Chief Executive Officer and director, Ms. Tuo Pan, our former Chief Financial Officer, Mr. Zhikang Huang, our former Vice
President, Mr. Jing Shan, our former Chief Operating Officer, Ziyuan Liu, our former Chief Executive Officer and Chairman, Dianjiang
Wang, our former Chief Financial Officer, and Ying Cao, our Chief Financial Officer for the years ended June 30, 2023 and 2024.
Name
Year
Salary
Bonus
Securities-
based
Compensation
All
other
Compensation
Total
Lei
Cao,
2024
-
-
-
-
-
Former
Chief Executive Officer
(1)(6)
2023
$
261,364
-
-
-
$
261,364
Tuo
Pan,
2024
-
-
-
-
-
Former
Chief Financial Officer
(2)(7)
2023
$
66,667
-
-
-
$
66,667
Zhikang
Huang,
2024
$
50,000
-
-
-
$
50,000
Former
Vice President and Director
(3)(8)
2023
$
150,000
$
666
-
-
$
150,666
Jing
Shan,
2024
-
-
-
-
-
Former
Chief Operating Officer
(4)
2023
$
223,185
$
92,332
-
-
$
315,517
Yang
Jie,
(5)
2024
-
-
-
-
-
Former
Chief Executive Officer and director
(9)
2023
$
52,536
-
-
-
$
52,536
Ziyuan
Liu
2024
$
180,000
-
-
-
$
180,000
Former
Chief Executive Officer
(10)
2023
$
49,000
-
-
-
$
49,000
Dianjiang
Wang
2024
$
7,391
-
-
-
7,391
Former
Chief Financial Officer
(11)
2023
$
10,000
-
-
-
$
10,000
Ying
Cao
2024
$
46,957
-
-
-
$
46,957
Chief
Financial Officer
(12)
2023
-
-
-
-
-
(1)
According to the Employment
Agreement dated January 1, 2019, Mr. Caos annual salary was $260,000, effective January 1, 2019. According to the Employment
Agreement dated November 1, 2021, Mr. Caos annual salary was $500,000, effective November 1, 2021.
(2)
According to the Employment
Agreement dated January 1, 2019, Ms. Pans annual salary was $100,000, effective January 1, 2019. According to the Employment
Agreement dated November 1, 2021, Ms. Pans annual salary was $400,000, effective November 1, 2021.
10
(3)
According to the Employment
Agreement dated January 1, 2019, Mr. Huangs annual salary was $150,000, effective January 1, 2019.
(4)
According to the Employment
Agreement dated August 5, 2021, Ms. Shans annual salary was $120,000, effective August 5, 2021. According to the Employment
Agreement dated February 8, 2022, Ms. Shans annual salary was $200,000, effective February 8, 2022 and was raised to $250,000
since August 15, 2022. Pursuant to the cancellation agreement entered into on December 28, 2022, Ms. Shan agreed to return to the
Company for cancellation 100,000 shares of common stock of the Company granted to her for her services as an officer of the Company.
The shares are being cancelled.
(5)
Pursuant to the cancellation
agreement entered into on December 19, 2022, Mr. Jie agreed to return to the Company for cancellation 300,000 shares of common stock
of the Company granted to him for his services as an officer of the Company. The shares have been cancelled.
(6)
On November 1, 2021, Mr.
Cao, retired from his position as the Companys Chief Executive Officer. Mr. Cao resigned from the Board on January 9, 2023.
Pursuant to the separation agreement entered into on January 9, 2023, Mr. Cao agreed to forfeit and return to the Company for cancellation
600,000 shares of common stock of the Company granted to him on August 13, 2021 under the terms of the 2014 Equity Incentive Plan
of the Company. The shares are being cancelled.
(7)
On August 31, 2022, Ms.
Pan was terminated for cause as an employee and Chief Financial Officer of the Company and from any other position at any subsidiary
of the Company to which she has been appointed. Ms. Pan was terminated for cause in accordance with the terms of her Employment Agreement
dated November 9, 2021 and did not receive any salary or benefits from the Company except those earned through August 31, 2022.
(8)
On November 1, 2021, Mr.
Huang resigned from his position as a member of the Board of the Company.
(9)
On August 9, 2022, Mr.
Jie resigned as Chief Executive Officer and director, following the Boards decision on August 8, 2022, which adopted the Special
Committees recommendation that Mr. Jie be suspended immediately.
(10)
According to the Employment
Agreement dated April 18, 2023, Mr. Lius compensation consists of an annual base salary of $240,000 in cash and a discretionary
annual bonus, effective April 18, 2023. Mr. Liu resigned as Chief Executive Officer on November 16, 2024.
(11)
According to the Employment
Agreement dated May 1, 2023, Mr. Wangs compensation consists of an annual base salary of $60,00, and a discretionary annual
bonus, effective May 1, 2023. Mr. Wang resigned as Chief Financial Officer on August 21, 2023.
(12)
According to the Employment
Agreement dated August 21, 2023, Mr. Caos compensation consists of an annual base salary of $60,00, and a discretionary annual
bonus, effective August 21, 2023. Mr. Ying Cao resigned as the Chief Financial Officer on February 20, 2025.
11
Compensation
of Current Named Executive Officers (the Current Named Executive Officers)
The
Company has an employment agreement with Ms. Jia Yang, our Chief Executive Officer. The employment agreement began on November 18, 2024,
with a term of one year. The term shall automatically be extended for a one-year period in the absence of notice of non-renewal provided
at least 30 days prior to the anniversary date of the employment agreement. Under the terms of the employment agreement, Ms. Yang receives
an annual base salary of $66,000 in cash, and a discretionary annual bonus.
The
Company has an employment agreement with Mr. Chee Jiong Ng, our Chief Financial Officer. The employment agreement began on February 21,
2025, with a term of one year. The term shall automatically be extended for a one-year period in the absence of notice of non-renewal
provided at least 30 days prior to the anniversary date of the employment agreement. Under the terms of the employment agreement, Mr.
Cao receives an annual base salary of $84,000, and a discretionary annual bonus.
Director
Compensation
The
table below sets forth the compensation received by our directors in the year ended June 30, 2024.
Name
(1)
Fees
earned or
paid in cash
($)
Stock
awards
($)
Option
awards
($)
All
other
compensation
($)
Total
($)
Zhongliang
Xie
45,968
-
-
-
45,968
Xu
Zhao
38,333
-
-
-
38,333
Yangyang
Xu
36,944
-
-
-
36,944
Jia
Yang
-
-
-
-
-
Heng
Wang
(2)
11,250
-
-
-
11,250
Tieliang
Liu
(3)
403
-
-
-
403
Ling
Jiang
(4)
12,222
-
-
-
12,222
Haotian
Song
(5)
52,667
-
-
-
52,667
(1)
This table
does not include Mr. Ziyuan Liu, our former Chief Executive Officer and director whose compensation is fully reflected in the Summary
Compensation Table.
(2)
On September
21, 2023, Mr. Heng Wang resigned as a director.
(3)
On July
3, 2023, Mr. Tieliang Liu resigned as a director.
(4)
On September
28, 2023, Ms. Ling Jiang resigned as a director.
(5)
On July
31, 2025, Mr. Haitian Song resigned as a director.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive
officers serving as a member of our Board or Compensation Committee.
12
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding our shares of common stock beneficially owned as of the Record Date, for (i)
each named executive officer and director, and (ii) all executive officers and directors as a group. As of the Record Date, there was
no stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock. A person is considered to beneficially
own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which
such person has the right to acquire beneficial ownership at any time within 60 days of the Record Date through an exercise of stock
options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors
and executive officers is exercised solely by the beneficial owner or shared by the owner and the owners spouse or children. In
the table below, percentage ownership is based on 4,203,492 shares of our Common Stock issued and outstanding as of the Record Date.
Name
and Address of Beneficial Owner
(1)
Number
of
Shares
Beneficially
Owned
Approximate
Percentage of
Outstanding
Shares of
Common
Stock
Jia Yang
*
*
Chee Jiong Ng
*
*
Yangyang Xu
*
*
Zhongliang Xie
*
*
Xu Zhao
*
*
Jinhao Pang
*
*
All directors and executive
officers as a group (six individuals)
*
*
*
Less
than 1%.
(1)
The
address of each of the named individuals is c/o Singularity Future Technology, Ltd., 48 Wall
Street, Suite 1100, New York, NY 10005.
Securities
Authorized for Issuance to Our Officers, Directors, Employees and Consultants under Equity Compensation Plans
The
below table reflects, as of June 30, 2024, the number of shares of common stock authorized by our stockholders to be issued (directly
or by way of issuance of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees
and consultants.
Plan category
Number
of
securities
to be
issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)
Weighted-
average
exercise
price of
outstanding
options, warrants
and rights
(b)
Number
of
securities
remaining
available for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column
(a)) (c)
Equity
compensation plans under the 2008 Incentive Plan approved by security holders
2,000
$
10.05
47,781
(1)
Equity
compensation plans under the 2014 Incentive Plan approved by security holders
-
-
110,000
(1)
Equity
compensation plans under the 2021 Incentive Plan approved by security holders
-
-
9,800,000
(1)
Equity
compensation plans not approved by security holders
-
-
-
(1)
Pursuant
to our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares
of our common stock. The 2,000 outstanding options disclosed in the above table are taken
from the 2008 Incentive Plan. Pursuant to our 2014 Incentive Plan, we are authorized to issue,
in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable
for common stock. We have granted options to purchase an aggregate of 30,000 shares of common
stock under the 2014 Incentive Plan in July 2016, among which, options to purchase 15,000
shares of common stock have been exercised. In addition, we have issued, in the aggregate,
120,000 shares of common stock to consultants to our Company in 2014, 132,000 shares of common
stock to our officers and directors in 2016, 132,000 shares of common stock to our officers
and directors in 2018, 26,000 to three employees in 2017 and 316,000 shares of common stock
to employees in 2018 under the 2014 Incentive Plan. On September 2021, the board granted
1,020,000 shares of common stock to our officers and directors under the 2014 Incentive Plan.
Accordingly, we may issue options to purchase 47,781 shares under the 2008 Incentive Plan,
and we may issue 110,000 and 10,000,000 shares of common stock or other securities convertible
or exercisable for common stock under the 2014 Incentive Plan and the 2021 Incentive plan
respectively. Pursuant to certain agreements, the 600,000 shares issued to Lei Cao under
the 2014 Incentive Plan, and the 300,000 and 100,000 shares issued to Yang Jie and Jing Shan,
respectively, under the 2021 Incentive Plan, were canceled or being canceled.
13
Related
Transactions
Set forth
below are our transactions with related persons for the years ended June 30, 2023 and 2024.
Due
from Related Party
As
of June 30, 2024 and June 30, 2023, the outstanding amounts due from related parties consist of the following:
June
30,
June
30,
2024
2023
Zhejiang
Jinbang Fuel Energy Co., Ltd (1)
382,949
458,607
Shanghai
Baoyin Industrial Co., Ltd (2)
1,066,003
1,068,014
LSM
Trading Ltd (3)
570,000
570,000
Rich
Trading Co. Ltd (4)
103,424
103,424
Lei
Cao
-
13,166
Less:
allowance for doubtful accounts
(2,122,376
)
(2,138,276
)
Total
$
-
$
74,935
(1)
As
of June 30, 2024 and 2023, the Company advanced $382,949 and $458,607 to Zhejiang Jinbang
Fuel Energy Co., Ltd (Zhejiang Jinbang) which is 30% owned by Mr. Wang Qinggang,
CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing
and due on demand. The Company provided allowances of $382,949 and $383,672 for the balance
of the receivable as of June 30, 2024 and 2023. The amount of the allowance changed as a
result of changes in exchange rates.
(2)
As
of June 30, 2024 and 2023, the Company advanced $1,066,003 and $1,068,014 to Shanghai Baoyin
Industrial Co., Ltd. which is 30% owned by Qinggang Wang, CEO and legal representative of
Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing and due on demand.
The Company provided full credit losses for the balance of the receivable.
(3)
As
of June 30, 2024 and 2023, the Company advanced $570,000 to LSM Trading Ltd, which is 40%
owned by the Company. The advance is non-interest bearing and due on demand. The Company
evaluated the collection possibility and decided to provide full credit losses for the balance
of the receivable.
(4)
On
November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading
Co. Ltd USA (Rich Trading) for the trading of computer equipment. Rich Tradings
bank account was controlled by now-terminated members of the Companys management and
was, at the time, an undisclosed related party. According to the agreement, the Company was
to invest $4.5 million in the trading business operated by Rich Trading and the Company would
be entitled to 90% of profits generated by the trading business. The Company advanced $3,303,424
for this project, of which $3,200,000 has been returned to the Company. The Company filed
a complaint to recover the remainder of the funds advanced. The Company provided an allowance
of $103,424 for the balance of the receivable as of June 30, 2024 and 2023.
14
Accounts
payable- related parties
As
of June 30, 2024 and 2023, the Company had accounts payable to Rich Trading Co. Ltd of $63,434.
Other
payable - related party
As
of June 30, 2024 and 2023, the Company had accounts payable to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai,
of $ 25,997 and $104,962. These payments were made on behalf of the Company for the daily business operational activities.
As
of June 30, 2024 and 2023, the Company had accounts payable to $ 199,034 and nil to Zhejiang Jinbang Fuel Energy Co., Ltd (Zhejiang
Jinbang) which is 30% owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.
Revenue
- Related Party
The
company had no revenue from a related party for the year ended June 30, 2023 and 2024.
Director
Independence
Our
Board has determined that each of Zhongliang Xie, Yangyang Xu and Xu Zhao is an independent director as defined by the
applicable SEC rules and Nasdaq Listing Rules.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially
own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements
of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other
equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by
the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review
of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge,
with the exception of the newly elected directors Jia Yang, Jinhao Pang, all other executive officers, directors and greater than 10%
stockholders have filed Forms 3 with the SEC, not necessarily in a timely manner.
15
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*
The
Audit Committee oversees the Companys financial reporting process on behalf of the Board. Management has the primary responsibility
for the financial statements and the reporting process, including the systems of internal control over financial reporting and disclosure
controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements
included in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2024, with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity
of disclosures in the financial statements.
The
Audit Committee is responsible for reviewing, approving and managing the engagement of the Companys independent registered public
accounting firm, including the scope, extent and procedures of the annual audit and compensation to be paid therefore, and all other
matters the Audit Committee deems appropriate, including the Companys independent registered public accounting firms accountability
to the Board and the Audit Committee. The Audit Committee reviewed with the Companys independent registered public accounting
firm, which is responsible for expressing an opinion on the conformity of audited financial statements with generally accepted accounting
principles, its judgment as to the quality, not just the acceptability, of the Companys accounting principles and such other matters
as are required to be discussed with the audit committee under auditing standards generally accepted in the United States, including
those described in Statement on Auditing Standards No. 61, as amended, Communication with Audit Committees, and discussed
and reviewed the results of the Companys independent registered public accounting firms examination of the financial statements.
In addition, the Audit Committee discussed with the Companys independent registered public accounting firm the independent registered
public accounting firms independence from management and the Company, including the matters in the written disclosures and the
letter regarding its independence as required by the applicable requirements of the Public Company Oversight Board regarding the independent
accountants communications with the audit committee concerning independence. The Audit Committee also considered whether the provision
of any non-audit services was compatible with maintaining the independent registered public accounting firms independence.
The
Audit Committee discussed with the Companys independent registered public accounting firm the overall scope and plans for its
audits and received from them written disclosures and letter regarding their independence. The Audit Committee meets with the Companys
independent registered public accounting firm, with and without management present, to discuss the results of its examinations and the
overall quality of the Companys financial reporting. The Audit Committee held 0 meeting and acted 1 time by unanimous written
consent during the fiscal year ended June 30, 2024.
In
reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that
the audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2024
for filing with the SEC. The Audit Committee retained Audit Alliance LLP as the Companys independent registered public accounting
firm for the fiscal year ending June 30, 2024.
Audit
Committee:
Zhongliang
Xie
Xu
Zhao
Yangyang
Xu
16
PROPOSAL
TWO RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee of the Board has selected Audit Alliance LLP as the Companys independent registered public accounting firm for
the fiscal year ending June 30, 2025. Representatives of Audit Alliance LLP are expected to be present at the Annual Meeting and will
be available to respond to appropriate questions.
Stockholder
ratification of the selection of Audit Alliance LLP as the Companys independent registered public accounting firm is not required
by the Companys bylaws or otherwise. However, the Board, on behalf of the Audit Committee, is submitting the selection of Audit
Alliance LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection,
the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of different independent registered public accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and its stockholders.
Principal
Accountant Fees
The
following table represents the aggregate fees billed for professional audit services rendered by our independent auditors, Audit Alliance
LLP, for their audit of our annual financial statements during the years ended June 30, 2024 and 2023 respectively:
Fiscal
2023
Fiscal
2024
Audit fees
$
390,100
$
376,000
Audit-related fees
-
-
Total Audit Audit-related
fees
$
390,100
$
376,000
Tax fees
-
-
All other fees
-
-
Total
fees
$
390,100
$
376,000
Audit
fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included
in our quarterly reports on Form 10-Q and services provided in connection with other statutory or regulatory filings.
Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of our financial statements and not reported under Audit fees. No such fees were billed in fiscal 2023 or 2024.
Tax
fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and
tax advice. No such fees were billed by Audit Alliance LLP in fiscal 2023 or 2024. The Audit Committee pre-approved all Audit-related
fees. After considering the provision of services encompassed within the above disclosures about fees, the Audit Committee has determined
that the provision of such services is compatible with maintaining Audit Alliances independence.
All
Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e. Audit Fees, Audit-Related
Fees, Tax Fees and allowable working costs. There were no other fees billed during the fiscal years ended June 30, 2024 and 2023.
The
audit committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting
firm and overseeing their work. All audit services to be provided to us and all non-audit services, other than de minims non-audit services,
to be provided to us by our independent auditors must be approved in advance by our audit committee.
THE
BOARD RECOMMENDS A VOTE FOR RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
17
PROPOSAL
THREE APPROVAL OF THE 2025 INCENTIVE PLAN
Background
The
Board adopted the Singularity Future Technology Ltd. 2025 Stock Incentive Plan (the 2025 Incentive Plan), attached as Appendix
A hereto, on June 9, 2025, subject to approval by the stockholders of the Company. The Board believes that the 2025 Incentive Plan
will advance the long-term success of the Company by incentivizing those key employees, officers, advisors and members of the Board who
are not employees for adding value to the organization.
The
2025 Incentive Plan is administered by the Compensation Committee of the Board. The 2025 Incentive Plan provides the Compensation Committee
with flexibility to design compensatory awards that are responsive to the Companys needs. Subject to the terms of the 2025 Incentive
Plan, the Compensation Committee has the discretion to determine the terms of each award. The Compensation Committee may delegate to
one or more officers of the Company the authority to grant awards to participants who are not directors, executive officers or 5% stockholders
of the Company.
Awards
under the 2025 Incentive Plan may be in the form of incentive stock options, nonqualified incentive stock options or Common stock awards.
All of the securities issuable under the 2025 Incentive Plan relate ultimately to the Companys Common stock and not to its Preferred
Stock.
2025
Incentive Plan
Any
employee of, non-employee director of, or consultant to the Company or its affiliates or subsidiaries, who, in the judgment of the Committee,
has contributed or can be expected to contribute to the profits or growth of the Company may all be selected by the Compensation Committee
to receive awards under the 2025 Incentive Plan. The benefits or amounts that may be received by or allocated to participants under the
2025 Incentive Plan will be determined at the discretion of the Compensation Committee and are not presently determinable.
The
maximum number of shares as to which awards may be granted under the 2025 Incentive Plan shall not exceed 15% of the issued and outstanding
shares of common stock of the Company.
Options
may be either incentive stock options or nonqualified stock options, provided that only employees may be granted incentive stock options.
All options must be evidenced by an award agreement approved by the Compensation Committee. The Compensation Committee shall determine
the number of shares subject to the option, the per share exercise price under the option, the period during which the option may be
exercised, and all other terms and conditions of the option, subject to certain restrictions enumerated in the 2025 Incentive Plan, attached
as Appendix A hereto.
An
award of shares involves the immediate transfer from the Company to a participant of ownership of a specific number of common stock in
return for the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in such
shares, subject to the discretion of the Compensation Committee. The transfer may be made without additional consideration from the participant.
The Compensation Committee shall determine the number of shares to be awarded. If the share award is being earned upon the satisfaction
of performance goals pursuant to an award agreement, then the Compensation Committee shall: (a) determine the nature, length and starting
date of any performance period for each share award; (b) select from among any performance factors to be used to measure the performance,
if any; and (c) determine the number of shares that may be awarded. The Compensation Committee may also specify performance objectives
that must be achieved for any restrictions on the shares to lapse.
Except
as provided below, no award under the 2025 Incentive Plan may be transferred by a participant other than by will or the laws of descent
and distribution, and options and stock appreciation rights may be exercised during the participants lifetime only by the participant
or, in the event of the participants legal incapacity, the guardian or legal representative acting on behalf of the participant.
The Compensation Committee may expressly provide in an award agreement (other than an incentive stock option) that the participant may
transfer the award to a spouse or lineal descendant, a trust for the exclusive benefit of such family members, a partnership or other
entity in which all the beneficial owners are such family members, or any other entity affiliated with the participant that the Compensation
Committee may approve. Notwithstanding the foregoing, any shares awarded (subject to any vesting requirements in a given grant) may be
transferred in accordance with applicable law.
18
Termination
The
Compensation Committee may terminate the 2025 Incentive Plan at any time. If not sooner terminated by the Board, the 2025 Incentive Plan
will terminate on the tenth anniversary of its effective date.
The
2025 Incentive Plan may be amended by the Board, but without further approval by the stockholders of the Company, the Board shall not
amend the 2025 Incentive Plan in any manner that requires shareholder approval under the Internal Revenue Code of 1986, as amended. The
Board may condition any amendment on the approval of the stockholders if such approval is necessary or deemed advisable with respect
to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.
Tax
Consequences
The
following is a summary of certain of the federal income tax consequences of certain transactions under the 2025 Incentive Plan. This
summary is not intended to be exhaustive and does not describe state or local tax consequences.
In
general, an optionee will not recognize income at the time a nonqualified stock option is granted. At the time of exercise, the optionee
will recognize ordinary income in an amount equal to the difference between the option price paid for the shares and the fair market
value of the shares on the date of exercise. At the time of sale of shares acquired pursuant to the exercise of a nonqualified stock
option, any appreciation (or depreciation) in the value of the shares after the date of exercise generally will be treated as capital
gain (or loss).
An
optionee generally will not recognize income upon the grant or exercise of an incentive stock option. If shares issued to an optionee
upon the exercise of an incentive stock option are not disposed of in a disqualifying disposition within two years after the date of
grant or within one year after the transfer of the shares to the optionee, then upon the sale of the shares any amount realized in excess
of the option price generally will be taxed to the optionee as long-term capital gain and any loss sustained will be a long-term capital
loss. If shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to any excess of
the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over
the option price paid for the shares. Any further gain (or loss) realized by the optionee generally will be taxed as short-term or long-term
capital gain (or loss) depending on the holding period.
Subject
to certain exceptions for death or disability, if an optionee exercises an incentive stock option more than three months after termination
of employment, the exercise of the option will be taxed as the exercise of a nonqualified stock option. In addition, if an optionee is
subject to federal alternative minimum tax, the exercise of an incentive stock option will be treated essentially the same
as a nonqualified stock option for purposes of the alternative minimum tax.
A
recipient of plan stock grants generally will be subject to tax at ordinary income rates on the fair market value of the plan stock grant
(reduced by any amount paid by the recipient) at such time as the shares are no longer subject to a risk of forfeiture or restrictions
on transfer for purposes of Code Section 83. However, a recipient who so elects under Code Section 83(b) within 30 days of the date of
transfer of the plan stock grant will recognize ordinary income on the date of transfer of the shares equal to the excess of the fair
market value of the plan stock grant (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase
price paid for the shares. If a Code Section 83(b) election has not been made, any dividends received with respect to plan stock grants
that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable
as ordinary income to the recipient.
To
the extent that a participant recognizes ordinary income in the circumstances described above, the Company or subsidiary for which the
participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the
test of reasonableness, is an ordinary and necessary business expense, is not an excess parachute payment within the meaning
of Code Section 280G and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the
Internal Revenue Code.
This
summary is not a complete description of all provisions of the 2025 Incentive Plan. A copy of the 2025 Incentive Plan is attached hereto
as Appendix A.
THE
BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE 2025 INCENTIVE PLAN AS DESCRIBED IN THIS PROPOSAL THREE.
19
PROPOSAL
FOUR ADVISORY VOTE ON EXECUTIVE COMPENSATION
Background
The
Board is providing our stockholders with a non-binding advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street
Consumer Protection Act (Dodd-Frank Act) and Section 14A of the Securities Exchange Act of 1934, as amended.
This
advisory vote on executive compensation, commonly referred to as a say-on-pay advisory vote, is not binding on our Board.
However, the Board will take into account the result of the vote when determining future executive compensation arrangements.
Proposed
Resolution
The
Board recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following resolution:
RESOLVED,
that the compensation of the Companys Current Named Executive Officers as disclosed in the Proxy Statement for the Companys
2024 Annual Meeting of Stockholders, including as discussed in the section entitled Executive Compensation and notes and
narrative therein, be and hereby is, approved by the stockholders of Singularity Future Technology Ltd., on an advisory basis.
Next
Say-On-Pay Vote
The
next say-on-pay vote is anticipated to occur at our 2025 Annual Meeting of Stockholders.
THE
BOARD RECOMMENDS A VOTE FOR
approval, on an advisory basis, of our executive compensation.
20
ADDITIONAL
INFORMATION
Stockholder
Proposals and Director Nominations
Proposals
by stockholders that are submitted for inclusion in our proxy statement for our subsequent annual meetings of stockholders must follow
the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and our bylaws.
Stockholder
proposals and nominations may not be brought before the subsequent annual meeting unless, among other things, the stockholders
submission contains certain information concerning the proposal or the nominee, as the case may be, and other information specified in
the Companys bylaws, and the stockholders submission is received by us no later than
February
14, 2026 (120 days prior to June 13, 2026, the one-year anniversary of the 2024 Annual Meeting proxy mailing)
. However, if the
date of the subsequent annual meeting is changed by more than 30 days from the first anniversary of the date of this Annual Meeting,
then timely notice by the shareholder must be delivered to the Secretary at the principal executive offices of the Company not later
than the close of business on the later of (i) the ninetieth (90th) day prior to such annual meeting or (ii) the fifteenth (15th) day
following the day on which public announcement of the date of such meeting is first made. Public Disclosure shall mean
a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press, or a comparable national news service
or in a document filed by the Corporation with the SEC pursuant to Section 13, 14, or 15(d) of the Exchange Act. Proposals or nominations
not meeting these requirements will not be entertained at the subsequent annual meeting.
Stockholders
recommending candidates for consideration by the Board must provide the candidates name, biographical data, and qualifications.
Any such recommendation should be accompanied by a written statement from the individual of his or her consent to be named as a candidate
and, if nominated and elected, to serve as a director. These requirements are separate from, and in addition to, the SECs requirements
that a stockholder must meet in order to have a stockholder proposal included in the proxy statement.
Householding
Information
The
SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement
addressed to those stockholders. This delivery method is referred to as householding and can result in cost savings for
us. To take advantage of this opportunity, we may deliver a single proxy statement to multiple stockholders who share an address. We
will deliver upon oral or written request a separate copy of our proxy statement to any stockholder of a shared address to which a single
copy of our proxy statement was delivered. If you prefer to receive separate copies of our proxy statement, either now or in the future,
or if you currently are a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy statements
for your household, please call us or send your request in writing to us.
Copies
of 2024 Annual Report
Our
Annual Report is being sent along with this proxy statement. The Annual Report is also available on our website at
www.singularity.us
.
The information on our website is not incorporated by reference into this proxy statement.
Your
vote is important.
Please promptly vote your shares of our Common Stock by completing, signing, dating, and returning your proxy
card or by Internet or telephone voting as described on your proxy card.
By Order
of the Board of Directors
/s/ Jia Yang
Jia Yang
Chief Executive Officer
June 11, 2025
21
SINGULARITY
FUTURE TECHNOLOGY LTD.
PROXY
CARD
2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 1, 2025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Sherry Feng, attorney of the undersigned, with full power of substitution and revocation in each to vote
any or all shares of Common Stock of Singularity Future Technology Ltd. (the Company) which the undersigned may be entitled
to vote at the 2024 Annual Meeting of Stockholders to be held on July 1, 2025, and at any and all postponements, continuations and adjournments
thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in
accordance with the following instructions.
THE
BOARD OF DIRECTORS
(the Board)
RECOMMENDS A VOTE FOR THE RE-ELECTION
OF DIRECTORS AND FOR PROPOSALS 2, 3 AND 4.
TO
VOTE ONLINE:
www.Transhare.comclick on Vote Your Proxy
Enter
Your Control Number:
TO
VOTE BY EMAIL:
Please email your signed proxy card toProxy@Transhare.com
TO
VOTE BY FAX:
Please fax this proxy card to 1.727. 269.5616
TO
VOTE BY MAIL:
Please sign, date and mail to:
Proxy
Team
Transhare
Corporation
17755
US Highway 19 N
Suite
140
Clearwater
FL 33764
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
1.
The election of Directors:
NOMINEES:
Yangyang
Xu
☐
FOR ☐ AGAINST ☐ ABSTAIN
2.
To
ratify the appointment of Audit Alliance LLC as the independent registered public accounting
firm of the Company for the fiscal year ending June 30, 2025:
☐
FOR
☐
AGAINST
☐
ABSTAIN
3.
To
approve the implementation of a new stock incentive plan with 630,523 shares of common stock
(the 2025 Incentive Plan):
☐
FOR
☐
AGAINST
☐
ABSTAIN
4.
To approve, by non-binding
vote, the Companys executive officers compensation:
☐
FOR
☐
AGAINST
☐
ABSTAIN
The
shares represented by this proxy will be voted as directed by the undersigned stockholder. If no direction is given, such shares will
be voted FOR the nominees listed in Proposal 1, FOR Proposals 2, 3 and 4.
Please
print the name(s) appearing on each share certificate(s) over which you have voting authority:
Date: ___________,
2025
Signature:
Signature if held jointly:
Note: When shares are held
jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title
as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
22
Appendix
- A
SINGULARITY
FUTURE TECHNOLOGY LTD.
2025
STOCK INCENTIVE PLAN
1.
Purpose and Effective Date
.
(a)
The purpose of the Singularity Future Technology Ltd. 2025 Stock Incentive Plan (the Plan) is to further the long-term
stability and financial success of Singularity Future Technology Ltd. (the Company) by attracting and retaining personnel,
including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company
stock will stimulate the efforts of those employees upon whose judgment, interest and efforts the Company is and will be largely dependent
for the successful conduct of its business.
(b)
The Plan was adopted by the Board of Directors on June 9, 2025, and by the shareholders of
the Company on [ ], 2025 (the Effective Date).
2.
Definitions
.
(a)
Act
. The Securities Exchange Act of 1934, as amended.
(b)
Affiliate
. The meaning assigned to the term affiliate under Rule 12b-2 of the Act.
(c)
Applicable Withholding Taxes
. The aggregate amount of federal, state and local income and payroll taxes that the Company is required
to withhold (based on the minimum applicable statutory withholding rates) in connection with any exercise of an Option or the award,
lapse of restrictions or payment with respect to Plan Stock Grants.
(d)
Award
. The award of an Option or Plan Stock Grants under the Plan.
(e)
Beneficiary
. The person or persons entitled to receive a benefit pursuant to an Award upon the death of a Participant.
(f)
Board
. The Board of Directors of the Company.
(g)
Cause
. Dishonesty, fraud, misconduct, gross incompetence, gross negligence, breach of a material fiduciary duty, material breach
of an agreement with the Company, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession
of a crime punishable by law (except minor violations), in each case as determined by the Committee, which determination shall be binding.
Notwithstanding the foregoing, if Cause is defined in an employment agreement between a Participant and the Company, Cause
shall have the meaning assigned to it in such agreement.
(h)
Change of Control
.
(i)
The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Act) of 50% or more of the
then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors. The term unrelated person means any person other than
(x) the Company and its subsidiaries, (y) an employee benefit plan or related trust sponsored by the Company or its subsidiaries, and
(z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of
the acquisition. For purposes of this subsection, a person means an individual, entity or group, as that term is used for
purposes of the Act;
(ii)
Any tender or exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions,
and the Company is not the surviving corporation; and
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(iii)
A liquidation of the Company.
(i)
Code
. The Internal Revenue Code of 1986, as amended.
(j)
Committee
. The Compensation Committee of the Board.
(k)
Company
. Singularity Future Technology Ltd.
(l)
Company Stock
. The common stock of the Company, without par value per share. In the event of a change in the capital structure
of the Company (as provided in Section 12 below), the shares resulting from such a change shall be deemed to be Company Stock within
the meaning of the Plan.
(m)
Consultant
. A person rendering services to the Company who is not an employee for purposes of employment tax withholding
under the Code.
(n)
Corporate Change
. A consolidation, merger, dissolution or liquidation of the Company, or a sale or distribution of assets or stock
(other than in the ordinary course of business) of the Company; provided that, unless the Committee determines otherwise, a Corporate
Change shall only be considered to have occurred with respect to Participants whose business unit is affected by the Corporate Change.
(o)
Date of Grant
. The date as of which an Award is made by the Committee.
(p)
Disability or Disabled
. As to an Incentive Option, a Disability within the meaning of Code Section 22(e)(3). As to all other Incentive
Awards, the Committee shall determine whether a Disability exists and such determination shall be conclusive.
(q)
Fair Market Value
.
(i)
If Company Stock is traded on a national securities exchange or the NASDAQ Stock Market, the average of the highest and lowest registered
sales prices of Company Stock on such exchange or the NASDAQ Stock Market;
(ii)
If Company Stock is traded in the over-the-counter market, the average between the closing bid and asked prices as reported by the NASDAQ
Stock Market; or
(iii)
If shares of Company Stock are not publicly traded, the Fair Market Value shall be determined by the Committee using any reasonable method
in good faith.
Fair
Market Value shall be determined as of the applicable date specified in the Plan or, if there are no trades on such date, the value shall
be determined as of the last preceding day on which Company Stock is traded.
(r)
Incentive Option
. An Option intended to meet the requirements of, and qualify for favorable Federal income tax treatment under,
Code Section 422.
(s)
Nonstatutory Stock Option
. An Option that does not meet the requirements of Code Section 422, or that is otherwise not intended
to be an Incentive Option and is so designated.
(t)
Option
. A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.
(u)
Participant
. Any individual who receives an Award under the Plan.
(v)
Plant Stock Grant
. Company Stock awarded upon the terms and subject to the restrictions set forth in Section 7 below.
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2
(w)
Rule 16b-3
. Rule 16b-3 of the Act, including any corresponding subsequent rule or any amendments to Rule 16b-3 enacted after the
effective date of the Plan.
(x)
10% Shareholder
. A person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or an Affiliate. Indirect ownership of stock shall be determined in accordance with Code Section
424(d).
3.
General
. Awards of Options and Plan Stock Grants may be granted under the Plan. Options granted under the Plan may be Incentive
Options or Nonstatutory Stock Options.
4.
Stock
. Subject to Section 12 of the Plan, there shall be reserved for issuance under
the Plan a total of 630,523 unissued shares of Company Stock. Shares allocable to Options
granted under the Plan that expire or otherwise terminate unexercised and shares that are
forfeited pursuant to restrictions on Plan Stock Grants awarded under the Plan may again
be subjected to an Award under this Plan. For purposes of determining the number of shares
that are available for Awards under the Plan, such number shall, if permissible under Rule
16b-3, include the number of shares surrendered by a Participant or retained by the Company
(a) in connection with the exercise of an Option or (b) in payment of Applicable Withholding
Taxes.
5.
Eligibility
.
(a)
Any employee of, non-employee director of, or Consultant to the Company or its affiliates or subsidiaries, who, in the judgment of the
Committee, has contributed or can be expected to contribute to the profits or growth of the Company is eligible to become a Participant.
The Committee shall have the power and complete discretion, as provided in Section 14, to select eligible Participants and to determine
for each Participant the terms, conditions and nature of the Award and the number of shares to be allocated as part of the Award; provided,
however, that any award made to a member of the Committee must be approved by the Board. The Committee is expressly authorized to make
an Award to a Participant conditioned on the surrender for cancellation of an existing Award.
(b)
The grant of an Award shall not obligate the Company to pay an employee any particular amount of remuneration, to continue the employment
of the employee after the grant or to make further grants to the employee at any time thereafter.
(c)
Non-employee directors and Consultants shall not be eligible to receive the Award of an Incentive Option.
6.
Stock Options
.
(a)
Whenever the Committee deems it appropriate to grant Options, notice shall be given to the Participant stating the number of shares for
which Options are granted, the Option price per share, whether the options are Incentive Options or Nonstatutory Stock Options, and the
conditions to which the grant and exercise of the Options are subject. This notice, when duly accepted in writing by the Participant,
shall become a stock option agreement between the Company and the Participant.
(b)
The Committee shall establish the exercise price of Options. The exercise price of an Incentive Option shall be not less than 100% of
the Fair Market Value of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder, the exercise price
of an Incentive Option shall be not less than 110% of the Fair Market Value of such shares on the Date of Grant. The exercise price of
a Nonstatutory Stock Option Award shall not be less than 100% of the Fair Market Value of the shares of Company Stock covered by the
Option on the Date of Grant.
(c)
Options may be exercised in whole or in part at such times as may be specified by the Committee in the Participants stock option
agreement. The Committee may impose such vesting conditions and other requirements as the Committee deems appropriate, and the Committee
may include such provisions regarding a Change of Control or Corporate Change as the Committee deems appropriate.
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3
(d)
The Committee shall establish the term of each Option in the Participants stock option agreement. The term of an Incentive Option
shall not be longer than ten years from the Date of Grant, except that an Incentive Option granted to a 10% Shareholder may not have
a term in excess of five years. No option may be exercised after the expiration of its term or, except as set forth in the Participants
stock option agreement, after the termination of the Participants employment. The Committee shall set forth in the Participants
stock option agreement when, and under what circumstances, an Option may be exercised after termination of the Participants employment
or period of service; provided that no Incentive Option may be exercised after (i) three months from the Participants termination
of employment with the Company for reasons other than Disability or death, or (ii) one year from the Participants termination
of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Option
to provide for more liberal exercise provisions, provided however that if the Incentive Option as amended no longer meets the requirements
of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422,
the amendment shall not become effective without the written consent of the Participant.
(e)
An Incentive Option, by its terms, shall be exercisable in any calendar year only to the extent that the aggregate Fair Market Value
(determined at the Date of Grant) of Company Stock with respect to which Incentive Options are exercisable by the Participant for the
first time during the calendar year does not exceed $100,000 (the Limitation Amount). Incentive Options granted under the
Plan and all other plans of the Company and any parent or Subsidiary of the Company shall be aggregated for purposes of determining whether
the Limitation Amount has been exceeded. The Board may impose such conditions as it deems appropriate on an Incentive Option to ensure
that the foregoing requirement is met. If Incentive Options that first become exercisable in a calendar year exceed the Limitation Amount,
the excess Options will be treated as Nonstatutory Stock Options to the extent permitted by law.
(f)
If a Participant dies and if the Participants stock option agreement provides that part or all of the Option may be exercised
after the Participants death, then such portion may be exercised by the personal representative of the Participants estate
during the time period specified in the stock option agreement.
(g)
If a Participants employment or services is terminated by the Company for Cause, the Participants Options shall terminate
as of the date of the misconduct.
7.
Plan Stock Grants Awards
.
(a)
Whenever the Committee deems it appropriate to grant a Plan Stock Grant Award, notice shall be given to the Participant stating the number
of shares of Plan Stock Grant for which the Award is granted and the terms and conditions to which the Award is subject. This notice,
when accepted in writing by the Participant, shall become an Award agreement between the Company and the Participant. Certificates representing
the shares shall be issued in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. A Plan
Stock Grant Award may be made by the Committee in its discretion without cash consideration.
(b)
The Committee may place such restrictions on the transferability and vesting of Plan Stock Grant as the Committee deems appropriate,
including restrictions relating to continued employment and financial performance goals. Without limiting the foregoing, the Committee
may provide performance or Change of Control or Corporate Change acceleration parameters under which all, or a portion, of the Plan Stock
Grant will vest on the Companys achievement of established performance objectives. Plan Stock Grant may not be sold, assigned,
transferred, disposed of, pledged, hypothecated or otherwise encumbered until the restrictions on such shares shall have lapsed or shall
have been removed pursuant to subsection (c) below.
(c)
The Committee may provide in a Plan Stock Grant Award, or subsequently, that the restrictions will lapse if a Change of Control or Corporate
Change occurs. The Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse
or may remove restrictions on Plan Stock Grant as it deems appropriate.
(d)
A Participant shall hold shares of Plan Stock Grant subject to the restrictions set forth in the Award agreement and in the Plan. In
other respects, the Participant shall have all the rights of a shareholder with respect to the shares of Plan Stock Grant, including,
but not limited to, the right to vote such shares and the right to receive all cash dividends and other distributions paid thereon. Certificates
representing Plan Stock Grant shall bear a legend referring to the restrictions set forth in the Plan and the Participants Award
agreement. If stock dividends are declared on Plan Stock Grant, such stock dividends or other distributions shall be subject to the same
restrictions as the underlying shares of Plan Stock Grant.
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8.
Method of Exercise of Options
.
(a)
Options may be exercised by giving written notice of the exercise to the Company, stating the number of shares the Participant has elected
to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that,
if the terms of an Option so permit, the Participant may (i) deliver Company Stock that the Participant has owned for at least six months
(valued at Fair Market Value on the date of exercise), or (ii) exercise any applicable net exercise provision contained therein. Unless
otherwise specifically provided in the Option, any payment of the exercise price paid by delivery of Company Stock acquired directly
or indirectly from the Company shall be paid only with shares of Company Stock that have been held by the Participant for more than six
months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).
(b)
Notwithstanding anything herein to the contrary, Awards shall always be granted and exercised in such a manner as to conform to the provisions
of Rule 16b-3.
9.
Applicable Withholding Taxes
. Each Participant shall agree, as a condition of receiving an Award, to pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award. Until
the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificates (or,
in the case of Plan Stock Grants, no stock certificates free of a restrictive legend) shall be issued to the Participant. As an alternative
to making a cash payment to the Company to satisfy Applicable Withholding Tax obligations, the Committee may establish procedures permitting
the Participant to elect to (a) deliver shares of already owned Company Stock (subject to such restrictions as the Committee may establish,
including a requirement that any shares of Company Stock so delivered shall have been held by the Participant for not less than six months)
or (b) have the Company retain that number of shares of Company Stock that would satisfy all or a specified portion of the Applicable
Withholding Taxes. Any such election shall be made only in accordance with procedures established by the Committee and in accordance
with Rule 16b-3.
10.
Nontransferability of Awards
.
(a)
In general, Awards, by their terms, shall not be transferable by the Participant except by will or by the laws of descent and distribution
or except as described below. Options shall be exercisable, during the Participants lifetime, only by the Participant or by his
guardian or legal representative.
(b)
Notwithstanding the provisions of (a) and subject to federal and state securities laws, the Committee may grant Nonstatutory Stock Options
that permit a Participant to transfer the Options to one or more immediate family members, to a trust for the benefit of immediate family
members, or to a partnership, limited liability company, or other entity the only partners, members, or interest-holders of which are
among the Participants immediate family members. Consideration may not be paid for the transfer of Options. The transferee of
an Option shall be subject to all conditions applicable to the Option prior to its transfer. The agreement granting the Option shall
set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on stock issued upon the
exercise of an Option such limitations and conditions as the Committee deems appropriate.
11.
Termination, Modification, Change
. If not sooner terminated by the Board, this Plan shall terminate at the close of business on
the tenth anniversary of the Effective Date. No Awards shall be made under the Plan after its termination. The Board may terminate the
Plan or may amend the Plan in such respects as it shall deem advisable; provided that, if and to the extent required by Rule 16b-3, no
change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under
the Plan (except pursuant to Section 12), expands the class of persons eligible to receive Awards, or materially increases the benefits
accruing to Participants under the Plan, unless such change is authorized by the shareholders of the Company. Notwithstanding the foregoing,
the Board may unilaterally amend the Plan and Awards as it deems appropriate to ensure compliance with Rule 16b-3 and to cause Incentive
Options to meet the requirements of the Code and regulations thereunder. Except as provided in the preceding sentence, a termination
or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participants rights under an Award
previously granted to him.
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12.
Change in Capital Structure
.
(a)
In the event of a stock dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other
change in the Companys capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities
of the Company to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of options,
and other relevant provisions shall be appropriately adjusted by the Committee, whose determination shall be binding on all persons.
If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares
covered by the Award so as to eliminate the fractional shares.
(b)
In the event the Company distributes to its shareholders a dividend, or sells or causes to be sold to a person other than the Company
or a Subsidiary shares of stock in any corporation (a Spinoff Company) which, immediately before the distribution or sale,
was a majority owned Subsidiary of the Company, the Committee shall have the power, in its sole discretion, to make such adjustments
as the Committee deems appropriate. The Committee may make adjustments in the number and kind of shares or other securities to be issued
under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, and other relevant provisions,
and, without limiting the foregoing, may substitute securities of a Spinoff Company for securities of the Company. The Committee shall
make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests
of the Companys shareholders and the Participants in the businesses operated by the Spinoff Company, and subject to the proviso
that any such adjustments or new options shall not be made or granted, respectively, that would result in subjecting the Plan to variable
plan accounting treatment. The Committees determination shall be binding on all persons. If the adjustment would produce fractional
shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate
the fractional shares.
(c)
To the extent required to avoid a charge to earnings for financial accounting purposes, adjustments made by the Committee pursuant to
this Section 12 to outstanding Awards shall be made so that both (i) the aggregate intrinsic value of an Award immediately after the
adjustment is not greater than or less than the Awards aggregate intrinsic value before the adjustment and (ii) the ratio of the
exercise price per share to the market value per share is not reduced.
(d)
Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoing actions without the consent of any Participant,
and the Committees determination shall be conclusive and binding on all persons for all purposes. The Committee shall make its
determinations consistent with Rule 16b-3 and the applicable provisions of the Code.
13.
Change of Control
. In the event of a Change of Control or Corporate Change, the Committee may take such actions with respect to
Awards as the Committee deems appropriate. These actions may include, but shall not be limited to, the following:
(a)
At the time the Award is made, provide for the acceleration of the vesting schedule relating to the exercise or realization of the Award
so that the Award may be exercised or realized in full on or before a date initially fixed by the Committee;
(b)
Provide for the purchase or settlement of any such Award by the Company for any amount of cash equal to the amount which could have been
obtained upon the exercise of such Award or realization of a Participants rights had such Award been currently exercisable or
payable;
(c)
Make adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change of Control or Corporate Change;
provided, however, that to the extent required to avoid a charge to earnings for financial accounting purposes, such adjustments shall
be made so that both (i) the aggregate intrinsic value of an Award immediately after the adjustment is not greater than or less than
the Awards aggregate intrinsic value before the Award and (ii) the ratio of the exercise price per share to the market value per
share is not reduced; or
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(d)
Cause any such Award then outstanding to be assumed, or new rights substituted therefore, by the acquiring or surviving legal entity
in such Change of Control or Corporate Change.
14.
Administration of the Plan
.
(a)
The Plan shall be administered by the Committee, who shall be appointed by the Board. The Board may designate the Compensation Committee
of the Board, or a subcommittee of the Compensation Committee, to be the Committee for purposes of the Plan. If and to the extent required
by Rule 16b-3, all members of the Committee shall be Non-Employee Directors as that term is defined in Rule 16b-3, and
the Committee shall be comprised solely of two or more outside directors as that term is defined for purposes of Code section
162(m). If any member of the Committee fails to qualify as an outside director or (to the extent required by Rule 16b-3)
a Non-Employee Director, such person shall immediately cease to be a member of the Committee and shall not take part in
future Committee deliberations. The Board of Directors may from time to time may appoint members of the Committee and fill vacancies,
however caused, in the Committee.
(b)
The Committee shall have the authority to impose such limitations or conditions upon an Award as the Committee deems appropriate to achieve
the objectives of the Award and the Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the Plan,
the Committee shall have the power and complete discretion to determine (i) which eligible persons shall receive an Award and the nature
of the Award, (ii) the number of shares of Company Stock to be covered by each Award, (iii) whether Options shall be Incentive Options
or Nonstatutory Stock Options, (iv) the Fair Market Value of Company Stock, (v) the time or times when an Award shall be granted, (vi)
whether an Award shall become vested over a period of time, according to a performance-based vesting schedule or otherwise, and when
it shall be fully vested, (vii) the terms and conditions under which restrictions imposed upon an Award shall lapse, (viii) whether a
Change of Control or Corporate Change exists, (ix) the terms of incentive programs, performance criteria and other factors relevant to
the issuance of Plan Stock Grant or the lapse of restrictions on Plan Stock Grant or Options, (x) when Options may be exercised, (xi)
whether to approve a Participants election with respect to Applicable Withholding Taxes, (xii) conditions relating to the length
of time before disposition of Company Stock received in connection with an Award is permitted, (xiii) notice provisions relating to the
sale of Company Stock acquired under the Plan, and (xiv) any additional requirements relating to Awards that the Committee deems appropriate.
Notwithstanding the foregoing, no tandem stock options (where two stock options are issued together and the exercise of
one option affects the right to exercise the other option) may be issued in connection with Incentive Options.
(c)
The Committee shall have the power to amend the terms of previously granted Awards so long as the terms as amended are consistent with
the terms of the Plan and, where applicable, consistent with the qualification of an option as an Incentive Option. The consent of the
Participant must be obtained with respect to any amendment that would adversely affect the Participants rights under the Award,
except that such consent shall not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of
the Code applicable to the Award.
(d)
The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority
to construe and interpret the Plan and the Award agreements, to resolve any ambiguities, to define any terms, and to make any other determinations
required by the Plan or an Award agreement. The interpretation and construction of any provisions of the Plan or an Award agreement by
the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not
incur any liability for any action taken in good faith in reliance upon the advice of counsel.
(e)
A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of
the members present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully
effective as if it had been taken at a meeting.
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15.
Issuance of Company Stock
. The Company shall not be required to issue or deliver any certificate for shares of Company Stock before
(i) the admission of such shares to listing on any stock exchange on which Company Stock may then be listed, (ii) receipt of any required
registration or other qualification of such shares under any state or federal securities law or regulation that the Companys counsel
shall determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal requirements
have been complied with. The Company may place on a certificate representing Company Stock any legend required to reflect restrictions
pursuant to the Plan, and any legend deemed necessary by the Companys counsel to comply with federal or state securities laws.
The Company may require a customary written indication of a Participants investment intent. Until a Participant has been issued
a certificate for the shares of Company Stock acquired, the Participant shall possess no shareholder rights with respect to the shares.
16.
Rights Under the Plan
. Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with
the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary
interest in the Company or any Affiliate or any of their assets. No trust fund shall be created in connection with the Plan, and there
shall be no required funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor
of the Company. The interest of a Participant in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not
be subject to the claims of his creditors.
17.
Beneficiary
. A Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive any payments
under Awards of Plan Stock Grant or Plan Stock Grant after the Participants death. If a Participant makes no valid designation,
or if the designated beneficiary fails to survive the Participant or otherwise fails to receive the benefits, the Participants
beneficiary shall be the first of the following persons who survives the Participant: (a) the Participants surviving spouse, (b)
the Participants surviving descendants, per stirpes, or (c) the personal representative of the Participants estate.
18.
Notice
. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Companyat
its principal business address to the attention of the Secretary; (b) if to any Participantat the last address of the Participant
known to the sender at the time the notice or other communication is sent.
19.
Interpretation
. The terms of this Plan and Awards granted pursuant to the Plan are subject to all present and future regulations
and rulings of the Secretary of the Treasury relating to the qualification of Incentive Options under the Code or compliance with Code
section 162(m), to the extent applicable, and they are subject to all present and future rulings of the Securities and Exchange Commission
with respect to Rule 16b-3. If any provision of the Plan or an Award conflicts with any such regulation or ruling, to the extent applicable,
the Committee shall cause the Plan to be amended, and shall modify the Award, so as to comply, or if for any reason amendments cannot
be made, that provision of the Plan and/or the Award shall be void and of no effect.
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TABLE OF CONTENTS
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR
WHICH
THE 13F WAS FILED.
FUND
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