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 (Amendment No. )
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 |
Datasea
Inc. |
(Name
of Registrant as Specified In Its Charter) |
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box):
☒ |
No
fee required. |
|
|
☐ |
Fee paid previously with preliminary materials. |
|
|
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act
Rules 14a- 6(i)(1) and 0-11 |
Datasea
Inc.
20th
Floor, Tower B, Guorui Plaza, 1 Ronghua South Road
Technological
Development Zone
Beijing,
People’s Republic of China 100176
+86
10-56145240
To the Stockholders of Datasea Inc.:
You are cordially invited
to attend the Annual Meeting of Shareholders of Datasea Inc., a Nevada corporation (the “Company”), to be held on April 28,
2022, at 9:00 AM, local time (BEIJING Time) (i.e.: April 27, 2022, at 9:00 PM, ET) at the corporate offices of Datasea Inc., 20th Floor,
Tower B, Guorui Plaza, 1 Ronghua South Road, Technological Development Zone, Beijing, People’s Republic of China 100176.
Information
regarding each of the matters to be voted on at the Annual Meeting is contained in the attached Proxy Statement and Notice of Annual
Meeting of Stockholders. We urge you to read the proxy statement carefully. The proxy statement and proxy card are being mailed to all
stockholders of record as of February 28, 2022 (“Record Date”). If needed, we will provide additional details on how to participate
through publishing a press release, posting on our corporate website, or file with the U.S. Securities and Exchange Commission as additional
proxy material.
Whether
or not you plan to attend the Annual Meeting, your vote is important, and you are encouraged to vote promptly. If you received a paper
copy of the proxy card by mail, you may sign, date and return the proxy card in the enclosed envelope or by emailing your signed proxy
card to vote2021@shuhaixinxi.com.
|
Very
truly yours, |
|
|
|
|
By: |
/s/
Zhixin Liu |
|
Name:
|
Zhixin
Liu |
|
Title: |
Chairman
of the Board and Chief Executive Officer |
|
|
|
|
March
18, 2022 |
Important
Notice Regarding the Availability of Proxy Materials
for
the Annual Shareholder Meeting to be Held on April 28, 2022:
Electronic
Copies of the Proxy Statement and
our
2021 Annual Report on Form 10-K are available at
https://www.westcoaststocktransfer.com/dtss-proxy/
**************
Datasea
Inc.
20th
Floor, Tower B, Guorui Plaza, 1 Ronghua South Road,
Technological
Development Zone,
Beijing,
People’s Republic of China 100176
+86
10-56145240
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on April 28, 2022
TO THE STOCKHOLDERS OF DATASEA INC.:
NOTICE IS HEREBY GIVEN that
the 2021 Annual Meeting of Stockholders of Datasea Inc. (the “Company”) will be held on April 28, 2022, at 9:00 AM, local
time (BEIJING Time) (i.e.: April 27, 2022, at 9:00 PM, ET) at the corporate offices of Datasea Inc., 20th Floor, Tower B, Guorui Plaza,
1 Ronghua South Road, Technological Development Zone, Beijing, People’s Republic of China 100176.
The
following proposals will be brought for shareholder vote at this Annual Meeting:
|
1. |
To
elect Zhixin Liu, Fu Liu, Yan Yang, Chun Kwok Wong and Michael J. Antonoplos, each to serve until the next annual meeting of shareholders
or until their respective successors shall have been elected and qualified; |
|
|
|
|
2. |
To
ratify the appointment of Paris Kreit & Chiu CPA LLP as our independent registered public accounting firm for the fiscal year
ending June 30, 2022; |
|
|
|
|
3 |
To
approve the Amendment No.1 to our 2018 Equity Incentive Plan; and |
|
|
|
|
4. |
To
transact any other business that is properly brought before the Annual Meeting or any adjournment or postponement thereof. |
Only
stockholders of record of the Company at the close of business on February 28, 2022 are entitled to notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder
of record at the Company’s principal executive offices for a period of ten days prior to the Annual Meeting. The Annual Meeting
may be adjourned or postponed from time to time without notice other than by announcement at the meeting.
PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.
|
By
Order of the Board of Directors, |
|
|
|
|
By: |
/s/
Zhixin Liu |
|
Name:
|
Zhixin
Liu |
|
Title: |
Chairman
of the Board and Chief Executive Officer |
|
|
|
|
March
18, 2022 |
TABLE
OF CONTENTS
DATASEA
INC.
PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on April 28, 2022
INFORMATION
ABOUT THE ANNUAL MEETING AND VOTING
WHY
DID YOU SEND ME THIS PROXY STATEMENT?
This proxy statement and the
enclosed proxy card are furnished in connection with the solicitation of proxies by the Board of Directors of Datasea Inc. (the “Board”)
for use at the Annual Meeting of the Company’s stockholders to be held at the corporate offices of Datasea Inc. (“Datasea”
or the “Company”), on April 28, 2022 at 9:00 AM, local time (Beijing Time) (i.e.: April 27, 2022, at 9:00 PM, ET), and at
any adjournments or postponements of the Annual Meeting. Specific instructions for accessing the meeting are provided in the notice, proxy
card or voting instruction form you will receive. This proxy statement summarizes the information you need to make an informed vote on
the proposals to be considered at the Annual Meeting. To vote your shares, you may complete, sign and return the enclosed proxy card using
the envelope provided or by emailing your signed proxy card to vote2021@shuhaixinxi.com. The terms “Datasea,” “Company,”
“we,” or “our” refer to Datasea Inc.
WHAT
PROPOSALS WILL BE ADDRESSED AT THE ANNUAL MEETING?
We
will address the following proposals at the Annual Meeting:
1.
To elect Zhixin Liu, Fu Liu, Michael J. Antonoplos, Chun Kwok Wong and Yan Yang, each to serve until the next annual meeting of shareholders
or until their respective successors shall have been elected and qualified;
2.
To ratify the appointment of Paris Kreit & Chiu CPA LLP as our independent registered public accounting firm for the fiscal year
ending June 30, 2022; and
3.
To approve the Amendment No.1 to our 2018 Equity Incentive Plan.
4.
To authorize one or more of our proxy holders to adjourn the Annual Meeting to another time and place, if necessary.
WHO
MAY VOTE ON THESE PROPOSALS?
We
will send this proxy statement, the attached Notice of Annual Meeting and the enclosed proxy card on or about March 19, 2022 to all stockholders
as of February 28, 2022 (the “Record Date”). Stockholders who owned shares of our common stock at the close of business on
the Record Date are entitled to vote at the Annual Meeting on all matters properly brought before the Annual Meeting. On the Record Date,
we had 24,244,130 shares of issued and outstanding common stock entitled to vote at the Annual Meeting.
HOW
MANY VOTES DO I HAVE?
Each
share of common stock is entitled to one vote on each matter presented at the Annual Meeting.
HOW
DO I VOTE MY SHARES?
If
you are a shareholder of record, you may vote by proxy. If you have received a printed copy of these proxy materials by mail, you may
vote by proxy using the enclosed proxy card. To vote by proxy using the enclosed proxy card (only if you have received a printed copy
of these proxy materials by mail), complete, sign and date your proxy card and return it promptly in the envelope provided, or by emailing
your signed proxy card to vote2021@shuhaixinxi.com. If you intend to vote by proxy, your vote must be received by 11:59 pm, local time,
on April 27, 2022 (i.e.: 11:59 am, ET on April 27, 2022) to be counted.
If
you are a “street name” holder, you are considered the beneficial owner of shares held in street name and your broker or
nominee is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct
your broker on how to vote your shares.
If
you are a registered stockholder of record, meaning that your shares are registered in your name, you have the following voting options.
You may vote:
|
● |
over
the Internet at the web address noted on the proxy card you received (if you have access to the Internet, we encourage you to vote
in this manner); |
|
● |
by
email, by emailing your signed proxy card to vote2021@shuhaixinxi.com; |
|
● |
by
facsimile by completing the reverse portion of the Proxy Card and fax it to 760-452-4423; or |
|
● |
by
signing and dating your proxy card and mailing it as instructed on the card using the envelope provided. |
WHY
WOULD THE ANNUAL MEETING BE POSTPONED?
The
Annual Meeting will be postponed if a quorum is not present on April 28, 2022. The presence in person or by proxy of the holders of shares
of capital stock issued and outstanding entitled to vote thereat representing at least a majority of the votes entitled to be cast thereat,
present in person or represented by proxy will constitute a quorum and is required to transact business at the Annual Meeting. If a quorum
is not present, the Annual Meeting may be adjourned until a quorum is obtained. Abstentions and broker non-votes are treated as shares
present or represented at the meeting, but are not counted as votes cast. Shares held by brokers who do not have discretionary authority
to vote on a particular matter and who have not received voting instructions from their customers are not counted or deemed to be present
or represented for the purpose of determining whether stockholders have approved that matter, but they are counted as present for the
purposes of determining the existence of a quorum at the Annual Meeting.
HOW
DO I VOTE BY PROXY?
We urge you to complete, sign
and date the enclosed proxy card and return it promptly in the envelope provided, email your signed proxy card to e-mail address vote2021@shuhaixinxi.com
or vote over the Internet at the web address noted on the proxy card you received (if you have access to the Internet, we encourage you
to vote in this manner).
If you properly fill in your proxy
card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have
directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board as
follows:
|
● |
FOR
the election of the Board’s nominees to our Board of Directors. |
|
|
|
|
● |
FOR
ratification of the appointment of independent registered public accounting firm for the year ending June 30, 2022. |
|
|
|
|
● |
FOR
approval of the Amendment No.1 to our 2018 Equity Incentive Plan. |
If
any other matters are presented, your proxy will vote in accordance with his or her best judgment. At the time this proxy statement was
printed, we knew of no matters that needed to be acted on at the Annual Meeting other than those discussed in this proxy statement.
MAY
I REVOKE MY PROXY?
If
you give a proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in the following ways:
|
● |
You
may send in another proxy with a later date. |
|
|
|
|
● |
You
may notify us in writing (or if the stockholder is a corporation, under its corporate seal, by an officer or attorney of the corporation)
at our principal executive offices before the Annual Meeting that you are revoking your proxy. |
WHAT
VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Proposal
1: Election of Directors
A plurality of the eligible votes
cast is required to elect director nominees. Consequently, only shares that are voted in favor of a particular nominee will be counted
toward such nominee’s achievement of a plurality. Shareholders do not have any rights to cumulate their votes in the election of
directors. Broker non-votes will have no effect on this proposal.
Proposal
2: Ratification of Appointment of Independent Registered Public Accounting Firm
The approval of Proposal 2 requires
the affirmative vote of at least a majority of the shares present in person or by proxy and entitled to vote on the matter. Broker non-votes
will be taken into account in determining the outcome of the proposal, and abstentions will be counted as votes against the proposal.
Proposal
3: Approval of the Amendment No. 1 to our 2018 Equity Incentive Plan.
The approval of Proposal 3 requires
the affirmative vote of the stockholders present in person or represented by proxy holding shares representing at least a majority of
the votes so present or represented and entitled to be cast thereon. Broker non-votes will not be taken into account in determining the
outcome of the proposal, and abstentions will be counted as votes against the proposal.
Other
Business That Is Properly Brought Before the Annual Meeting.
If you do not give instructions
to your bank or brokerage firm, it will nevertheless be entitled to vote your shares in its discretion on “routine matters.”
However, absent your instructions, the record holder will not be permitted to vote your shares on a non-routine matter, which are referred
to as “broker non-votes,” properly brought before the meeting. The term “broker non-vote” refers to shares held
by a brokerage firm, bank or other nominee (for the benefit of its client) that are represented at the meeting, but with respect to which
such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary authority to vote on that proposal.
Brokers and nominees do not have discretionary voting authority on certain non-routine matters and accordingly may not vote on such matters
absent instructions from the beneficial holder. Discretionary items are proposals considered “routine” under the rules of
the New York Stock Exchange (also applicable to NASDAQ-listed companies), such as the ratification of our independent registered public
accounting firm. Non-routine items for which brokers and nominees do not have discretionary voting power include the election of directors.
WHO
BEARS THE COST OF SOLICITING PROXIES?
We
will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved
in forwarding proxy materials to beneficial owners or soliciting their execution.
WHERE
ARE DATASEA’S PRINCIPAL EXECUTIVE OFFICES?
The
principal executive offices of the Company are located at 20th Floor, Tower B, Guorui Plaza, 1 Ronghua South Road, Technological Development
Zone, Beijing, People’s Republic of China 100176, and our telephone number is +86 10-56145240.
HOW
CAN I OBTAIN ADDITIONAL INFORMATION ABOUT DATASEA?
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which requires that we file reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding companies, including Datasea, that file electronically with the SEC. The SEC’s website address
is www.sec.gov. In addition, our filings may be inspected and copied at the public reference facilities of the SEC located at 100 F Street,
N.E. Washington, DC 20549.
STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information, as of February 28, 2022, regarding beneficial ownership of our common stock by:
|
● |
each
of our executive officers; |
|
|
|
|
● |
all
directors and executive officers as a group; and |
|
|
|
|
● |
each
person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares of common stock. |
Beneficial
ownership is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if
he or she possesses sole or shared voting or investment power of that security and includes options that are currently exercisable or
exercisable within 60 days. Each director or officer, as the case may be, has furnished us with information with respect to beneficial
ownership. Except as otherwise indicated, we believe that the beneficial owners of common stock listed below, based on the information
each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws
may apply.
Name and Address of Beneficial Owner (2) | |
Number of Common Stock Beneficially Owned | | |
% of Class Beneficially Owned (1) | |
| |
| | |
| |
Directors and Executive Officers: | |
| | |
| |
Zhixin Liu (3) | |
| 9,749,295 | | |
| 40.2 | % |
Fu Liu (3) | |
| 5,567,820 | | |
| 30.0 | % |
Mingzhou Sun | |
| -- | | |
| -- | |
Michael J. Antonoplos | |
| 9,347 | | |
| * | |
Stephen (Chun Kwok) Wong | |
| -- | | |
| -- | |
Ling Wang | |
| -- | | |
| -- | |
Chunqi Jiao | |
| -- | | |
| -- | |
All officers and directors as a group (seven persons) | |
| 15,326,462 | | |
| 70.2 | % |
5% or more stockholders (3) | |
| | | |
| | |
(1) |
Applicable
percentage of ownership is based on 24,244,130 shares of common stock outstanding as of February 28, 2022, together with securities
exercisable or convertible into ordinary shares within 60 days as of the date hereof for each stockholder. |
(2) |
Unless
otherwise indicated, the address for the shareholders is 20th Floor, Tower B of Guorui Plaza, No.1 South Ronghua Road, Technological
Development Zone, Beijing, People’s Republic of China,100176. |
(3) |
Each
of Ms. Zhixin Liu and Mr. Fu Liu owns more than 5% of the issued and outstanding shares of the common stock with specific numbers
of shares indicated in the rows above. |
INFORMATION
ABOUT DIRECTORS AND EXECUTIVE OFFICERS
Directors
and Executive Officers
The
following table sets forth the names and ages of all of our directors and executive officers as of the date of this proxy statement.
Each director of the Company has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor
is elected and has qualified.
Name |
|
Age |
|
Position |
Zhixin
Liu |
|
35 |
|
Chairman
of the Board, CEO, President & Secretary |
Mingzhou
Sun |
|
52 |
|
Chief
Financial Officer |
Fu
Liu |
|
56 |
|
Director |
Michael
J. Antonoplos |
|
70 |
|
Independent
Director |
Stephen
(Chun Kwok) Wong |
|
39 |
|
Independent
Director |
Ling
Wang |
|
65 |
|
Independent
Director |
Chunqi
Jiao |
|
49 |
|
Chief
Technology Officer |
Set
forth below is biographical information about each of the individuals named in the tables above:
Ms.
Zhixin Liu. Ms. Liu currently serves as our Chairman of the Board, Chief Executive Officer, President. Prior to founding Shuhai
Beijing in February of 2015, from February 2012 to January 2015, Ms. Liu also worked as the General Manager of Harbin Jinfenglvyuan Bio-Technology
Co., Ltd. where she was responsible for implementing the Company’s annual work plan, financial budget report, profit distribution,
utilization plan, conducting the daily management of the Company, and signing agreements on behalf of the Company. From January 2011
to February 2012, Ms. Liu worked as a board director in Beijing Jinyajianguo Refrigeration Plants Manufacturing Co., Ltd., a private
company. Ms. Liu studied IT Management at Employee University directly under Heilongjiang Provincial Governmental Departments. She also
had business administration courses at China Agricultural University. As our President and Chief Executive Officer, Ms. Liu brings to
the Board an intimate understanding of the industry and our operations. We believe Ms. Liu’s experience qualifies her to serve
on our Board of Directors.
Ms.
Mingzhou Sun. Ms. Sun was appointed as our Chief Financial Officer and Treasurer on August 1, 2021. She has over 20 years
of experience in the accounting and auditing industry. Since September 2019, Ms. Sun has been serving as the accounting director of the
Company, being responsible for preparing the Company’s accounting documents in connection with the Company’s registration
statements and periodic reports filed with the U.S. Securities and Exchange Commission in the past. From March 2018 to September 2019,
Ms. Sun was a partner at Beijing Mingye Accounting Firm, where she helped her clients establish the internal financial control system,
analyze national tax policies and issue various tax related reports. From July 2012 to January 2018, Ms. Sun served as Vice President
and Chief Financial Officer at Yangguang Qixing Investment Group. From March 2008 to June 2011, she served as Chief Financial Officer
at Golden State Holding Group (USA). Prior to that, Ms. Sun also served as the financial director and manager at various companies. Ms.
Sun is a registered CPA and Certified Public Valuer in China. She also holds a level 2 certificate of the Association of Chartered Certified
Accountants. Ms. Sun received her Bachelor degree in Accounting from Renmin University of China in 1991.
Mr.
Fu Liu. Mr. Liu currently serves as a member of our Board of Directors. Mr. Liu has served as the Chairman of the Board of Directors
of Shuhai Beijing since February 2015. Prior to his service on the board of Shuhai Beijing, from February 2012 to January 2015, Mr. Liu
served as the Chairman of Board of Directors of Harbin Jinfenglvyuan Bio-Technology Co. Ltd. From January 2011 to January 2015, he served
as a director of Beijing Jinyajianguo Refrigeration Equipment Co., Ltd. Prior to that, Mr. Liu was the director of Kedong County Rural
Economic Management Office in Qiqihar City in Heilongjiang Province from January 2005 to January 2012. Mr. Liu studied accounting at
Heilongjiang Institute of Finance and Economics in June 1987 and completed legal studies at the CPC Party School Heilongjiang Provincial
Committee in 1989. Among other qualifications, Mr. Liu brings to the Board extensive knowledge of our business, relevant executive officer
experience as well as governmental and political expertise. We believe Mr. Liu’s experience qualifies him to serve on our Board
of Directors.
Mr.
Michael J. Antonoplos. Mr. Antonolos currently serves as a member of our Board of Directors. From January 2001 to present, Mr.
Antonoplos has been managing principal of Bayard Street Capital, a commercial real estate company. He holds an undergraduate degree in
Psychology and Political Science from University of Pittsburgh (1974). We believe that his significant commercial and business experience
would be a valuable contribution to the Board and its committees.
Mr.
Stephen (Chun Kwok) Wong. Mr. Wong has served as a member of our Board of Directors since December 21, 2018. Mr. Wong currently
serves as the chief executive officer of Splendid Holding Limited, an interior design company incorporated in Hong Kong. Mr. Wong served
as the group financial controller for Fitness World (Group) Limited and MJ Medical Beauty Limited from February 2017 to August 2018.
He was a senior associate at PricewaterhouseCoopers Limited (PwC) from January 2016 to January 2017. He worked at Moore Stephens Associates
Limited (Hong Kong) as a senior associate from October 2010 to December 2015. He was a supervisor at KLC Kennic Lui & Co. from July
2009 to August 2010 and an auditor at KLC CPA Limited from October 2005 to June 2008. Mr. Wong studied accounting and received
his Bachelor of Commerce degree in Accounting from Macquarie University in Sydney, Australia in 2005. We believe Mr. Wong’s experience
qualifies him to serve on our Board of Directors.
Ms.
Ling Wang. Ms. Ling Wang has served as a member of our Board of Directors since December 21, 2018. Ms. Wang served as
the Secretary of Party Committee at University of International Business and Economics from 2004 to 2016. She also worked at Consulate
General of the People’s Republic of China in San Francisco from 1999 to 2003. From 1987 to 1999, she served various positions at
the Ministry of Education of the People’s Republic of China. Ms. Wang received a Master’s degree in law from Renmin University
of China in 1983. We believe Ms. Wang’s experience qualifies her to serve on our Board of Directors.
Mr.
Chunqi Jiao: Mr. Jiao has served as our Chief Technology Officer since October of 2019. Prior to joining our company, Mr. Jiao
once served as the Technical Director of Beijing Tianxinghulian Information Technology Co., Ltd.; from January 2015 to May 2017, he worked
as the Technical Director of Heilongjiang Beidoutianyu Satellite Co., Ltd.; from July 2010 to October 2014, head of Shenzhen Century
Lianchuang Technology Development Co., Ltd. Heilongjiang Branch; from August 2008 to June 2010, Chief Technical Officer of Heilongjiang
Tianwu Technology Co., Ltd.; from March 2003 to June 2008, R&D Manager of Harbin Longwei Electronic Development Co., Ltd.; from January
2001 to June 2002, Senior Software Engineer at Shanghai Huawei Technology Co., Ltd. Mr. Jiao graduated from Harbin University of Science
and Technology with a master’s degree in communication engineering in 2008 and graduated from Harbin Institute of technology with a bachelor’s
degree in automotive engineering in 1996.
No
director is related to any other director or executive officer of our company or our subsidiaries except that Ms. Zhixin Liu, our Chairman
and CEO, is daughter to Mr. Fu Liu, one of our directors, and, there are no arrangements or understandings between a director and any
other person pursuant to which such person was elected as director.
GOVERNANCE
OF THE COMPANY
Our
Board of Directors
Our
Board of Directors oversees the business affairs of the Company and monitors the performance of management. The Board held 8 meetings
during fiscal year 2021. In addition to meetings of the full Board of Directors, our Board has established an Audit Committee, Compensation
Committee, and Nominating and Corporate Governance Committee. During fiscal year 2021, these Board committees held an additional 8 meetings
during the year. Specifically, the breakdown of the committee meetings for 2019 are as follows: 5 for the Audit Committee, 2 for the
Compensation Committee, and 1 for the Governance Committee. We believe that such interaction between fellow Board members and with management
provided proper oversight of the Company. Each incumbent director attended at least 75% of the total number of meetings of the Board
of Directors and committee meetings of which such director was a member (held during the period for which such director was in office).
Our
Board is currently comprised of five members, three of which are independent directors per the NASDAQ Stock Market rules. To date, we
believe the size of our Board has been sufficient for a company of our size. However, as our company grows and further develops our product
candidates, our Board has indicated that at the appropriate time it would like to add one additional director that would provide the
Board with additional experience and skills.
Board
Committees
We
established a Nominating and Corporate Governance Committee, an Audit Committee and a Compensation Committee. Each of these committees
complies with the listing requirements of the Nasdaq Marketplace Rules. At least one member of the Audit Committee is an “audit
committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K, and each member is “independent”
as that term is defined in Rule 5605(a) of the Nasdaq Marketplace Rules. Our board has determined that Stephen (Chun Kwok) Wong
meets those requirements. Our Board of Directors has adopted and approved a charter for each of these standing committees. The charters,
which include the functions and responsibilities of each of the committees, can be found on our web site at http://www.dataseainc.com.
Audit
Committee
Stephen
(Chun Kwok) Wong, Michael J. Antonoplos and Ling Wang are the current members of our Audit Committee and Stephen (Chun Kwok) Wong serves
as the chairperson. Each member of our Audit Committee meets the independence standards promulgated by the SEC and by NASDAQ as such
standards apply specifically to members of audit committees. We adopted and approved a charter for the Audit Committee. In accordance
with our Audit Committee Charter, our Audit Committee shall perform several functions, including:
|
● |
evaluate
the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor; |
|
|
|
|
● |
approve
the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit
service to be provided by the independent auditor; |
|
|
|
|
● |
monitor
the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required
by law; |
|
|
|
|
● |
review
the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management
and the independent auditors the results of the annual audit and reviews of our quarterly financial statements; |
|
|
|
|
● |
oversee
all aspects our systems of internal accounting control and corporate governance functions on behalf of the board; |
|
|
|
|
● |
review
and approves in advance any proposed related-party transactions and report to the full Board of Directors on any approved transactions;
and |
|
|
|
|
● |
provide
oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the
Board of Directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board of Directors regarding corporate
governance issues and policy decisions. |
It
is determined that Stephen (Chun Kwok) Wong possesses accounting or related financial management experience that qualifies him as an
“audit committee financial expert” as defined by the rules and regulations of the SEC.
Compensation
Committee
Ling
Wang, Stephen (Chun Kwok) Wong and Michael J. Antonoplos are the current members of our Compensation Committee and Ling Wang is the chairperson.
All members of our Compensation Committee are qualified as independent under the current definition promulgated by NASDAQ. The Board
adopted and approved a Charter for the Compensation Committee. In accordance with the Compensation Committee’s Charter, the Compensation
Committee shall be responsible for overseeing and making recommendations to the Board regarding the salaries and other compensation of
our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and
practices.
Nomination
and Corporate Governance Committee
Michael
J. Antonoplos, Ling Wang and Stephen (Chun Kwok) Wong are the current members of our Nomination and Corporate Governance Committee and
Michael J. Antonoplos serves as the chairperson. All members of our Nomination and Corporate Governance Committee are qualified as independent
under the current definition promulgated by NASDAQ. The Board adopted and approved a Charter for the Nomination and Corporate Governance
Committee prior to consummation of this offering. In accordance with the Nomination and Corporate Governance Committee’s Charter,
the Nomination and Corporate Governance Committee shall be responsible to identity and propose new potential director nominees to the
Board for consideration and review our corporate governance policies.
Independence
of the Board
As
required under the Nasdaq Stock Market listing standards, a majority of the members of a listed company’s Board of Directors must
qualify as “independent,” as affirmatively determined by the Board. Our Board has undertaken a review of the independence
of each director. Based on information provided by each director concerning her or his background, employment, and affiliations, our
Board has determined that Stephen Wong, Michael J. Antonoplos and Ling Wang do not have relationships that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”
as that term is defined under the listing requirements and rules of Nasdaq. In making this determination, the Board found that none of
these directors had a material or other disqualifying relationship with the Company.
Board
Member Attendance at Annual Meetings
We
do not have a formal policy regarding Board attendance at our annual meetings, however, all of our directors are invited to the annual
meeting and all of our directors at the time attended our prior annual meeting. For this upcoming 2021 annual meeting, Mr. Antonoplos
and Mr.Wong are expected to miss the meeting since they are not able to travel to Beijing due to the international travelling restrictions
posed in China as a result of COVID-19.
Board
Leadership Structure and Role in Risk Oversight
Zhixin
Liu serves as both our Chief Executive Officer and Chairman of the Board. Our Board has no policy with regard to the separation of the
offices of Chairman of the Board and Chief Executive Officer, and believes, given the size of our company, it is appropriate for Zhixin
Liu to serve in both roles. Currently, we do not have any independent director who serves as the Lead Independent Director of our Board.
Our management is responsible for managing risks in our business, including developing processes to manage and monitor risks. The Board
views its role as one of oversight. The Board focuses on understanding management’s risk management systems, the effectiveness
of those systems, and the way in which management proactively manages risks. In addition, the Board utilizes the Nominating and Corporate
Governance Committee, the Audit Committee and the Compensation Committee to manage risks that arise under each committee’s area
of focus.
Nomination
of Director Candidates
We
receive suggestions for potential director nominees from many sources, including members of the Board, advisors, and stockholders. Any
such nominations, together with appropriate biographical information, should be submitted to the Chairperson of the Nominating and Corporate
Governance Committee in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered
in the same manner as all other candidates.
Qualifications
for consideration as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing
board composition. However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge
about issues affecting the Company, experience on other boards of directors, preferably public company boards, and time available for
meetings and consultation on Company matters. Our Nominating and Corporate Governance Committee does not have a formal policy with regard
to the consideration of diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background,
skills and expertise to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations
are favorable are recommended by our Nominating and Corporate Governance Committee to the full Board for consideration. The full Board
selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the annual meeting.
A
stockholder wishing to nominate a candidate for election to our Board of Directors at any annual meeting at which the Board of Directors
has determined that one or more directors will be elected must submit a written notice of his or her nomination of a candidate to the
Chairperson of the Nominating and Corporate Governance Committee (c/o the Corporate Secretary), providing the candidates name, biographical
data and other relevant information together with a consent from the nominee. Pursuant to our Bylaws, the submission must be received
at our principal executive offices 120 days prior to the anniversary date of the mailing date of our previous year’s proxy statement
so as to permit the Board of Directors time to evaluate the qualifications of the nominee.
We
have not employed an executive search firm, or paid a fee to any other third party, to locate qualified candidates for director positions.
Stockholder
Communications with Directors
Persons
wishing to write to our Board, or to a specified director or committee of the Board, should send correspondence to the Company’s
Corporate Secretary at the Company’s executive offices. Electronic submissions of stockholder correspondence will not be accepted.
The Corporate Secretary will forward to the directors all communications that, in his or her judgment, are appropriate for consideration
by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations
and matters not relevant to the stockholders, to the functioning of the Board or to the affairs of Datasea. Any correspondence received
that is addressed generically to the Board of Directors will be forwarded to the Chairman of the Board.
Code
of Ethics
We
have adopted a written code of ethics that applies to our directors, principal executive officer, principal financial officer, principal
accounting officer or controller and any persons performing similar functions. The code of ethics is on the “Investors - Corporate
Governance - Governance Documents” section of our web site at http://www.dataseainc.com. We intend to disclose any future amendments
to, or waivers from, the code of ethics within four business days of the waiver or amendment through a website posting or by filing a
Current Report on Form 8-K with the SEC.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Executive
Officer Compensation
The
following table provides disclosure concerning all compensation paid for services to the Company in all capacities for our fiscal years
ended June 30, 2021 and 2020, respectively, for (i) each person serving as our principal executive officer (“PEO”), (ii)
each person serving as our principal financial officer (“PFO”) and (iii) our two most highly compensated executive officers
other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO, referred to as the “named executive
officers” in this Executive Compensation section).
Summary
Compensation Table
Name and | |
Fiscal | |
Salary | | |
Bonus | | |
Stock Awards | | |
Option Awards | | |
Other Compensation | | |
Total | |
Principal Position | |
Year | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| |
Ms. Zhixin Liu (1) | |
2020 | |
$ | 43,174 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 43,174 | |
Chairman, CEO | |
2021 | |
$ | 45,810 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 45,810 | |
Jijin Zhang (2) | |
2020 | |
$ | 4,397 | | |
| | | |
| | | |
| | | |
| | | |
$ | 4,397 | |
Former CFO | |
2021 | |
$ | - | | |
| | | |
| | | |
| | | |
| | | |
$ | - | |
Chunqi Jiao | |
2020 | |
$ | 19,924 | | |
| | | |
| | | |
| | | |
| | | |
$ | 19,924 | |
CTO | |
2021 | |
$ | 31,282 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 31,282 | |
(1) |
Since
January 1, 2017, the actual monthly salary Ms. Liu received was RMB 20,300 (approximately $3,056). According to the amendment to
the employment agreement, Ms. Liu is entitled to a monthly salary of RMB 20,000 (approximately $3,011) plus any bonuses, transport
allowances and housing allowances. Ms. Liu waived her rights of receiving any allowances or bonuses that have not been paid in fiscal
years 2018 and 2017. Starting from July 1, 2019, Liu’s monthly salary will be adjusted to 25,300 yuan (about $3,598), with
a bonus of 300,000 yuan ($42,662.72) to be paid under the contract. |
(2) |
On
August 1, 2021, Mr. Jijin Zhang tendered his resignation as the Chief Financial Officer of the Company due to personal reasons. On
the same date, the Board of the Company appointed Ms. Mingzhou Sun to be the new Chief Financial Officer of the Company. |
Option
Grants in Last Fiscal Year
There
were no options granted to our executive officer in the fiscal year ended June 30, 2021.
Employment
Agreements
The
Company does not have any written employment agreements with its officers other than the agreement described below.
Employment
Contract – Zhixin Liu
The
Company entered into an employment agreement with Ms. Zhixin Liu on February 11, 2018, pursuant to which she serves as our Chief Executive
Officer until February 10, 2021 and receives an actual monthly salary of RMB 20,000 (approximately $3,011). Ms. Liu is also eligible
to receive bonuses, transport allowances and housing allowances. The entire package for Ms. Liu is for annual compensation of RMB 600,000
(approximately $90,340). The employment agreement and its amendment may be terminated in accordance with the provisions of PRC Labor
Law. The employment agreement also contains other customary terms under PRC law.
According
to the agreement between Zhixin Liu and Datasea Inc., the Company grant to Ms. Zhixin Liu fifteen thousand (15,000) shares of the Company’s
common stock each month, starting from July 1, 2021, payable quarterly with the aggregate number of shares for each quarter being issuable
on the first day of the next quarter at a per share price of the closing price of the day prior to the issuance and being vested immediately
with the undertaking from the grantees not to divest in the six (6) months after the issuance.
Employment
Contract – Fu Liu
The
Company entered into an employment agreement with Mr. Fu Liu on February 11, 2015, pursuant to which he served as our Chairman of the
Board until February 10, 2018, and received an actual monthly salary of RMB 20,000 (approximately $3,011). He is also eligible to receive
bonuses, transport allowances and housing allowances. The entire package for Mr. Liu is for annual compensation of RMB 600,000 (approximately
$90,340). The employment agreement and its amendment may be terminated in accordance with the provisions of PRC Labor Law. The employment
agreement also contains other customary terms under PRC law.
Mr.
Liu’s employment can be terminated upon both parties mutual consent. The Company may terminate the Employment Agreement by giving
30 days’ written notice or advancing one-month salary upon the occurrence of certain events, including Mr. Liu’s failure
to perform his duties as the Company’s Chairman. Mr. Liu may terminate his employment with the Company immediately upon the occurrence
of certain events, including the Company’s failure to pay his salary in full on time. Mr. Liu’s employment is also subject
to customary benefits such as paid time off, sickness allowance, and other rights and benefits.
Employment
Contract – Mingzhou Sun
In
connection with Ms. Sun’s appointment, on August 1, 2021, the Company and Ms. Sun entered into an employment agreement (the “Employment
Agreement”), pursuant to which Ms. Sun shall receive a monthly compensation of RMB20,000 (approximately $3,091). The term of the
Employment Agreement is three years, with the first six months to be the probationary period. Ms. Sun’s employment can be terminated
upon both parties mutual consent. The Company may terminate the Employment Agreement if Ms. Sun does not meet the qualifications for
this position during the probationary period. The Company may also terminate the Employment Agreement by giving 30 days’ written
notice upon the occurrence of certain events, including Ms. Sun’s failure to perform her duties as the Company’s Chief Financial
Officer due to illness. Ms. Sun may terminate her employment with the Company immediately upon the occurrence of certain events, including
the Company’s failure to pay her salary in full on time. Ms. Sun’s employment is also subject to customary benefits such
as paid time off, sickness allowance, and other rights and benefits.
Equity
Compensation Plan Information
On
June 15, 2020, the Company filed a registration statement on Form S-8 to register the shares in connection with the Company’s 2018
Plan adopted by the Board. On August 22, 2018, our Board and majority stockholders adopted a 2018 Equity Incentive Plan, or the 2018
Plan, for our company to award up to a maximum of 4,000,000 shares of our common stock, to attract and retain the best available personnel,
provide additional incentives to employees, directors and consultants and promote the success of our business. 3,692 shares have been
granted under the 2018 Plan as of the date of the 10-K for fiscal year ended June 30, 2021 was filed, but our Board or a designated committee
thereof will have the ability in its discretion from time to time to make awards under the 2018 Plan, including to our officers and directors.
The following paragraphs describe the principal terms of the 2018 Plan.
Types
of Awards. The 2018 Plan permits the awards of options, stock appreciation rights, restricted stock, restricted stock units, stock
bonus awards and/or performance compensation awards.
Plan
Administration. Our Board or a committee appointed by our Board will administer the 2018 Plan. Such plan administrator will determine
the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of
each grant.
Award
Agreement. Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations
for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or
service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.
Eligibility.
We may grant awards to our employees, directors and consultants or prospective employees, directors, officers, consultants or advisors
who have accepted offers of employment or consultancy from our company or our affiliates.
Exercise
of Options. The plan administrator determines the expiration date of each award. However, the term of any award may not exceed ten
years from the date of a grant. If any such award is not exercised prior to expiration, the award will be deemed forfeited.
Transfer
Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution,
except as otherwise provided by the plan administrator.
Amendment
and Termination of the 2018 Plan. Our Board has the authority to amend, alter, suspend, discontinue, or terminate the plan. However,
no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.
Director Compensation
The following table shows
for the fiscal year ended June 30, 2021, certain information with respect to the compensation of our directors.
Fiscal Year 2021 Director Compensation Table
Name | |
Fees Earned or Paid in Cash ($) | | |
Option Awards ($) | | |
Total ($) | |
Zhixin Liu* | |
| — | | |
| — | | |
| — | |
Fu Liu | |
| 36,757 | | |
| | | |
| 36,757 | |
Michael J. Antonoplos | |
| 10,500 | | |
| 10,500 | | |
| 21,000 | |
Stephen (Chun Kwok) Wong | |
| 2,263 | | |
| | | |
| 2,263 | |
Ling Wong | |
| 6,036 | | |
| | | |
| 6,036 | |
Vincent Thomas Lowry | |
| 10,500 | | |
| 10,500 | | |
| 21,000 | |
* |
Ms. Liu, our Chief Executive Officer, is also the chair of our Board but does not receive any additional compensation for her service as a director. See the section titled “Executive Compensation” for more information regarding the compensation of Ms. Liu. |
* |
Mr. Liu Fu, our Director and CO-Founder, but does not receive any compensation for his service as a director. He is also the chairman of Shuhai Beijing, $36,757 is the total salary received for his work and position of year 2021. According to the agreement between Fu Liu and Datasea Inc., the Company grants to Mr. Liu ten thousand (10,000) shares of the Company’s common stock each month, starting from July 1, 2021, payable quarterly with the aggregate number of shares for each quarter being issuable on the first day of the next quarter at a per share price of the closing price of the day prior to the issuance and being vested immediately with the undertaking from the grantee not to divest in the six (6) months after the issuance. |
RELATED PARTY TRANSACTIONS
For purpose of business expansion,
Heilongjiang Xungrui signed a new rental agreement with Ms. Liu on October 1, 2019 to meet the Company’s operational needs. The
rental term is from October 1, 2019 to September 30, 2021 with an annual rent around $23,293.85.
On
January 1, 2019, the Company’s President entered into a car rental agreement with the Company for two years. Pursuant to the agreement,
the Company rents a car from the Company’s President for a monthly rent of approximately $700. The agreement was replaced by a new
agreement on November 30, 2019 for December 1, 2019 through December 31, 2020, with monthly rent of approximately $1,700, or total payment
of $22,288, which was paid in full in advance as required by the agreement, and was recorded under right of use asset; at June 30, 2021
and 2020, the net ROU for auto leasing was $0 and $10,170.
On
January 1, 2020, the Company’s President entered into a car rental agreement with the Company for one year. Pursuant to the agreement,
the Company rents a car from the Company’s President for a monthly rent of RMB 20,000 ($2,849), or total payment of $34,188, which
was paid in full in advance as required by the agreement, and was recorded as prepaid expense since the lease term was not over one year,
and not required to be accounted for as a ROU. This rental agreement was canceled in June 2020 and the unused rents of RMB 120,000 ($17,620)
was returned to the Company.
The
Company recorded car lease expense to the Company’s President of $10,864 and $29,060 for the years ended June 30, 2021 and 2020.
In
April 2020, the Company’s President entered into a one-year apartment rental agreement with the Company for an apartment located
in Harbin city as the Company’s branch office with an annual rent of RMB 75,000 ($11,000). The term was from May 1, 2020 through
April 30, 2021. On April 30, 2021, Xunrui entered a new one-year lease for this location with the Company’s President for an annual
rent of RMB 75,000 ($11,000), The rent expense for this agreement was $9,431 and $4,155 for the years ended June 30, 2021 and 2020, respectively.
On
October 1, 2020, the Company’s President entered into an office rental agreement with Xunrui. Pursuant to the agreement, the Company
rents an office in Harbin city with a total payment of RMB 163,800 ($24,050) from October 1, 2020 through September 30, 2021. The rent
expense for this agreement was $15,537 for the year ended June 30, 2021.
As of June 30, 2021, the Company
had due to related parties of $69,305, mainly was for the payable of an office leasing from the Company’s CEO, and certain expenses
of the Company that were paid by the CEO and her father, due to related parties bore no interest and payable upon demand.
Pre-Approval Policies and Procedures
Our Board reviewed and approved
all audit and non-audit services provided by our independent registered public accounting firms, and has determined that their provision
of such services to us during fiscal 2020 and 2019 is compatible with and did not impair their independence.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board currently consists
of Zhixin Liu, Fu Liu, Michael J. Antonoplos, Stephen (Chun Kwok) Wong, and Ling Wang. Ling Wang expressed her wish not to be renominated
to serve on the Board for personal reasons. As a result, the Nominating and Governance Committee did not nominate her to stand for re-election,
and instead considered and nominated the candidacy of Ms. Yan Yang to stand for election at the Annual Meeting. Ms. Yan Yang will be the
successor to Ms. Ling Wang’ positions in each committee. Her background information is set forth below:
Ms. Yan Yang.
Ms. Yang has served as Secretary General of the Dragon Merchants International Alliance, since 2018. From 2005 to 2018, she served as
general manager of Beijing Mingsheng Kaitai Books Co., Ltd. From 2003 to 2005, she served as the deputy general manager of China Sunrise
Enterprise Group Import and export company. From 1998 to 2003, she served as the general manager of the Distribution Department of Modern
Book Distribution company. Over the course of Ms. Yang’s career, she has abundant experience specially in various business sectors,
such as marketing, import and export, which we believe would be a valuable contribution to the Board and its committees.
The Nominating and Governance
Committee nominated and recommended them for the Board approval, and the Board approved and recommended vote FOR each of Zhixin Liu, Fu
Liu, Michael J. Antonoplos, Stephen (Chun Kwok) Wong, and Yan Yang.
All nominees have consented
to being named herein and have indicated their intention to serve as our directors, if elected. The Board has no reason to believe that
any nominee would be unable or unwilling to serve if elected. Unless authority to do so is withheld, the persons named as proxies will
vote the shares represented by such proxies for the election of the named director nominees. In case any of the nominees becomes unavailable
for election to the Board the persons named as proxies will have full discretion and authority to vote or refrain from voting for any
other nominees in accordance with their judgment. The Board nominees, if elected, will serve until the next annual meeting of shareholders
or until each successor is duly elected and qualified, and will be assigned to serve on the standing committees of the Board. Biographical
information for our directors is provided above in the section entitled “Information About Directors and Executive Officers.”
Vote Required and Recommendation of the Board
of Directors
A plurality of the eligible
votes cast is required to elect director nominees, and as such, the five nominees who receive the greatest number of “For”
votes cast by stockholders, entitled to vote at the meeting, will be elected. A nominee who receives a plurality means he or she has received
more votes than any other nominee for the same director’s seat.
The Board recommends that
stockholders vote FOR each of the director nominees for election to our Board of Directors.
PROPOSAL 2
TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected
Paris Kreit & Chiu CPA LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year
ending June 30, 2022. Our stockholders are being asked to ratify this appointment. In the event that ratification of this selection of
auditors is not approved by the stockholders, we will reassess our selection of auditors. Representatives of Paris Kreit & Chiu CPA
are expected to be present virtually at the Annual Meeting, and will be available to respond to appropriate questions.
The following table sets forth
fees billed to us by our previous independent registered public accounting firms Paris Kreit & Chiu CPA LLP, Morison Cogen LLP and
Wei, Wei & Co., LLP, for the fiscal years ended June 30, 2021 and 2020, respectively, for: (i) services rendered for the
audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our independent registered
public accounting firms that are reasonably related to the performance of the audit or review of our financial statements and that are
not reported as audit fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other
fees for services rendered.
| |
2020 | | |
2021 | |
Audit Fees | |
$ | 50,000 | | |
$ | 92,000 | |
Audit-Related Fees | |
$ | 17,000 | | |
$ | 8,883 | |
Tax Fees | |
| — | | |
| — | |
All Other Fees | |
| — | | |
| — | |
Total: | |
$ | 67,000 | | |
$ | 100,883 | |
|
● |
Audit Fees - Audit fees represent the aggregate fees billed for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. |
|
● |
Audit-Related Fees - Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees. |
|
● |
Tax Fees - Tax fees represent the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years. |
|
● |
All Other Fees - All other fees represent the aggregate fees billed for products and services other than the services reported in the other categories. |
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee on an
annual basis reviews audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved
by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the auditors’
independence.
Vote Required and Recommendation of the Board
of Directors
The approval of Proposal 2
requires the affirmative votes of at least a majority of the shares present in person or by proxy and entitled to vote on the matter.
The Board recommends that
stockholders vote FOR the ratification of the auditor appointment.
AUDIT COMMITTEE REPORT
The Audit Committee assists
the Board with its oversight responsibilities regarding the Company’s financial reporting process. The Company’s management
is responsible for the preparation, presentation and integrity of the Company’s financial statements and the reporting process,
including the Company’s accounting policies, internal control over financial reporting and disclosure controls and procedures. Paris
Kreit & Chiu CPA LLP (f/k/a Benjamin & Ko), the Company’s independent registered public accounting firm, is responsible
for performing an audit of the Company’s financial statements. We have reviewed and discussed with management and Paris Kreit &
Chiu CPA LLPthe Company’s audited financial statements. We discussed with Paris Kreit & Chiu CPA LLPthe overall scope and plans
of their audit. We met with Paris Kreit & Chiu CPA LLP, with and without management present, to discuss the results of its examinations,
its evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting. With regard
to the fiscal year ended June 30, 2021, the Audit Committee (i) reviewed and discussed with management the Company’s audited financial
statements as of June 30, 2021, and for the year then ended; (ii) discussed with Paris Kreit & Chiu CPA LLP the matters required by
Public Company Accounting Oversight Board (PCAOB) AS Section 1301, Communications with Audit Committees; (iii) received the written disclosures
and the letter from Morison Cogen LLP required by applicable requirements of the PCAOB regarding Paris Kreit & Chiu CPA LLP’s
communications with the Audit Committee regarding independence; and (iv) discussed with Paris Kreit & Chiu CPA LLP about their independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial
statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, for filing with the Securities
and Exchange Commission.
/s/ Stephen Wong (Chair),
Michael J. Antonoplos and Ling Wang
PROPOSAL 3
APPROVAL OF THE AMENDMENT NO.1 TO OUR 2018 EQUITY
INCENTIVE PLAN
Our Board of Directors, acting
upon the recommendation of the Board of Directors’ Compensation Committee (the “Compensation Committee”), has approved
the Amendment No.1 to our 2018 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Common Stock, that
are reserved thereunder by from 4,000,000 shares to 14,000,000 shares (the “Amendment”). The Board recommends the Amendment
be approved and adopted by the Company’s stockholders and directs that such proposal be submitted at the Annual Meeting.
As of the Record Date, we
had issued shares of restricted stock or stock options as compensations of Company’s directors, independent directors and consultant
to purchase shares of common stock in an aggregate of approximately 336,780 shares and approximately 3,612,703 shares of common stock
were available for issuance under the Plan. There were 5 participants of the Plan as of the Record Date.
The Compensation Committee
has reviewed the Plan and determined that the Plan requires additional available shares for issuance to provide flexibility with respect
to stock-based compensation that the Compensation Committee believes is necessary to establish appropriate long-term incentives to achieve
our objectives. Our Board of Directors believes that it is advisable to increase the number of shares of the Common Stock from 4,000,000
shares to 14,000,000 shares in order to attract and compensate employees, officers, directors and other eligible participants upon whose
judgment, initiative and effort we depend. The issuance of award under the Plan to these eligible participants is designed to align the
interests of such participants with those of our stockholders.
The proposed Amendment to
the Plan increases the number of shares of common stock that may be issued as awards under the Plan by 10,000,000 shares. As amended,
the Plan will continue to provide that all of the shares authorized for issuance (including the increased shares) may be granted as incentive
stock options as long as other awards pursuant to the Plan and the Plan will also continue to provide for appropriate adjustments in the
number of shares in the event of a stock dividend, recapitalization, merger or similar transaction. A copy of the Amendment is attached
hereto as Appendix A and is incorporated by reference herein.
Shares Available
Our Board of Directors has
authorized, subject to the stockholders’ approval, to reserve an additional 10,000,000 shares of our common stock for issuance under
the Plan. In the event of any stock dividend, stock split, reverse stock split, share combination, recapitalization, merger, consolidation,
spin-off, split-up, reorganization, rights offering, liquidation, or any similar change event of or by our company, appropriate adjustments
will be made to the shares subject to the Plan and to any outstanding awards. Shares available for awards under the Plan may be either
newly-issued shares or treasury shares.
In certain circumstances,
shares subject to an outstanding award may again become available for issuance pursuant to other awards available under the Plan. For
example, shares subject to forfeited, terminated, canceled or expired awards will again become available for future grants under the Plan.
Administration
The Board has delegated the
administration of the Plan to the Compensation Committee, and the Compensation Committee has full and complete authority, in its discretion,
but subject to the express provisions of the Plan, to designate participates; to determine the type or types of awards to be granted,
to determine the number of awards to be granted and the time or times at which awards shall be granted; to establish the terms and conditions
upon which awards may be exercised; to specify, at the time of grant, provisions relating to exercisability of awards and to accelerate
or otherwise modify the exercisability of any awards. All determinations of the Compensation Committee are final and binding on all persons
having an interest in the Plan or in any award made under the Plan. The costs and expenses of administering the Plan are borne by the
Company.
Eligibility
Eligible persons include:
(i) individual employed by the Company or an Affiliate; provided, however, that no such employee covered by a collective
bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining
agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate; (iii) consultant
or advisor to the Company or an Affiliate, provided that if the Securities Act applies such persons must be eligible to be offered securities
registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who
have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i)
through (iii) above once he or she begins employment with or begins providing services to the Company or its Affiliates).
Term of the Plan
The Plan shall terminate automatically
on August 22, 2028, unless terminated earlier by the Board, except with respect to Awards then outstanding. The Board may terminate this
Plan or any portion thereof at any time pursuant to Section 14(a) of the Plan, and no Awards may be granted under the Plan after it is
terminated.
Incentive Stock Options and Non-qualified Stock Options
All Options granted under
this Plan shall be Nonqualified Stock Options unless the applicable award agreement expressly states that the Option is intended to be
an Incentive Stock Option. Officers, directors, and consultants of the Company who are not also employees shall not be eligible to receive
Incentive Stock Options.
No Incentive Stock Option
shall be exercisable more than ten (10) years from the date the Stock Option was granted. However, if a grantee owns or is deemed to own
(by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock
of the Company or any parent corporation or subsidiary corporation of the Company, and the Stock Option is granted to such grantee, the
term of the Stock Option shall be for no more than five (5) years from the date of grant. The Compensation Committee, in its sole discretion,
shall determine whether any particular Stock Option shall become exercisable in one or more installments, specify the installment dates,
and, within the limitations herein provided, determine the total period during which the Stock Option is exercisable. The exercise price
of a Stock Option shall be payable on exercise of the option (i) in cash or by check, cash equivalent and/or vested Common Shares
valued at the Closing Price at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means
of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided,
however, that such Common Shares are not subject to any pledge or other security interest and; (ii) by such other method
as the Committee may permit in accordance with applicable law, in its sole discretion, including without limitation: (A) in other
property having a fair market value (as determined by the Committee in its discretion) on the date of exercise equal to the Exercise Price
or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable
upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net
exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number
of Common Shares having a Closing Price equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised.
Any fractional Common Shares shall be settled in cash.
If a grantee’s employment
with the Company is terminated, the unvested portion of such Stock Option shall expire upon termination of employment or service of the
Participant granted the Option, and the vested portion of such Option shall remain exercisable for: (A) one year following termination
of employment or service by reason of such Participant’s death or Disability (with the determination of Disability to be made by
the Committee on a case by case basis), but not later than the expiration of the Option Period; (B) for directors, officers and employees
of the Company only, for the remainder of the Option Period following termination of employment or service by reason of such Participant’s
Retirement (it being understood that any Incentive Stock Option held by the Participant shall be treated as a Nonqualified Stock Option
if exercise is not undertaken within 90 days of the date of Retirement); or (C) 90 calendar days following termination of employment
or service for any reason other than such Participant’s death, Disability or Retirement, and other than such Participant’s
termination of employment or service for Cause, but not later than the expiration of the Option Period.
If a grantee’s employment
with the Company is terminated, a director grantee ceases to be a director, or a consultant grantee ceases to be a consultant, the terms
of any then outstanding Nonqualified Stock Option held by the grantee shall extend for a period ending on the earlier of the date established
by the Compensation Committee at the time of grant or three (3) months after the grantee’s last date of employment or cessation
of being a director or consultant, and such Stock Option shall be exercisable to the extent it was exercisable as of the date of termination
of employment or cessation of being a director or consultant.
Restricted Stock and Restricted Stock Units Award
Under the Plan, officers,
employees, directors and consultants shall be eligible to receive grants of restrict stock (“Restricted Stock”). The Compensation
Committee shall determine and designate from time to time those officers, employees, directors and consultants who are to be granted Restricted
Stock and the number of shares of common stock subject to such award. The Compensation Committee, in its sole discretion, shall make such
terms and conditions applicable to the grant of Restricted Stock as may appear generally acceptable or desirable to the Compensation Committee.
If a grantee’s employment
with the Company is terminated, a director grantee ceases to be a director, or a consultant grantee ceases to be a consultant, prior to
the lapse of any restrictions applicable to the Restricted Stock, then such Restricted Stock shall be forfeited and the Grantee shall
return the certificates representing such Restricted Stock to the Company.
Under the Plan, officers,
employees, directors, and consultants shall be eligible to receive grants of restricted stock units (“Restricted Stock Units”)
under this Plan. The Compensation Committee shall determine and designate from time to time those officers, employees, directors and consultants
who are to be granted Restricted Stock Units and number of shares of common stock subject to such award. The Compensation Committee, in
its sole discretion, shall make such terms and conditions applicable to the grant of Restricted Stock Units as may appear generally acceptable
or desirable to the Compensation Committee.
If a grantee’s employment
with the Company is terminated, a director grantee ceases to be a director, or a consultant grantee ceases to be a consultant, prior to
the lapse of any restrictions applicable to the Restricted Stock Units, then such Restrict Stock Unit shall be forfeited and the grantee
shall return the certificates representing such Restricted Stock to the Company.
Change in Control Provisions
If and only to the extent
provided in the award agreement, or to the extent otherwise determined by the Compensation Committee, upon the occurrence of a “Change
in Control”, the Compensation Committee shall take such action as it deems appropriate and equitable to effectuate the purposes
of this Plan and to protect the grantees of awards, which action may include but be not limited to: (i) acceleration or change of the
exercise and/or expiration dates of any award to require that exercise be made, if at all, prior to the change in control; and (ii) adjusting
any or all of the number of Common Shares or other securities of the Company (or number and kind of other securities or other property)
that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including, without limitation,
adjusting any or all of the limitations under Section 5 of this Plan).
Fair Market Value
Under the Plan, fair market
value means (i) if the common shares (A) are listed on a national securities exchange or the NASDAQ system, or (B) are not listed on a
national securities exchange, but is quoted by the OTC Markets Group, Inc. or any successor or alternative recognized over-the-counter
market or another inter-dealer quotation system, on a last sale basis, the average selling price of the Common Shares reported on such
national securities exchange or other inter-dealer quotation system, determined as the arithmetic mean of such selling prices over the
thirty (30) Business Day period preceding the Date of Grant, weighted based on the volume of trading of such Common Shares on each trading
day during such period; (ii) if the common stock is not listed on a national securities exchange or quoted in an inter-dealer quotation
system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Shares.
Transferability Restrictions
Generally and unless otherwise
provided in an award agreement, shares or rights subject to an award cannot be assigned or transferred other than by will or by the laws
of descent and distribution and awards may be exercised during the participant’s lifetime only by the participant or his or her
guardian or legal representative. However, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options)
to be transferred by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with any
applicable Award agreement to preserve the purposes of this Plan, to: (A) any person who is an “immediate family member”
of the Participant; (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a
partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members;
or (D) any other transferee as may be approved provided, that the Participant gives the Committee advance written notice describing
the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply
with the requirements of this Plan.
Amendment and Termination of the Plan
The Board may amend, alter,
suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided, that (i) no amendment to the definition
of Eligible Employee in Section 2, Section 5(i), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section
14(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall
be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this
Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the Common Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under
Section 162(m) of the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance
or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.
Federal Tax Consequences
The following brief summary
of the effect of federal income taxation upon the recipients and us with respect to the shares under the Plan does not purport to be complete,
and does not discuss the tax consequences of a recipient’s death or the income tax laws of any state or foreign country in which
the recipient may reside.
Tax Withholding
A Participant shall
be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and is hereby authorized to withhold,
from any cash, Common Shares, other securities or other property deliverable under any Award or from any compensation or other amounts
owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any required withholding taxes in respect
of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take such other action as may be necessary
in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.
Vote Required and Board of Directors’ Recommendation
Assuming a quorum is present,
the affirmative vote of the stockholders present in person or represented by proxy holding shares representing at least a majority of
the votes so present or represented and entitled to be cast thereon.
The Board of Directors
recommends a vote “FOR” the approval of the Amendment No. 1 to our 2018 Equity Incentive Plan.
PROPOSAL 4
AUTHORIZATION TO ADJOURN THE ANNUAL MEETING
If the Annual Meeting is convened and a quorum is present, but there are not sufficient votes
to approve Proposal 1, 2, and/or 3, one or more of our proxy holders may move to adjourn the Annual Meeting at that time in order to enable
our Board to solicit additional proxies. In this proposal, we are asking our stockholders to authorize one or more of our proxy holders
to adjourn the Annual Meeting to another time and place, if necessary, to solicit additional proxies in the event that there are not sufficient
votes to approve Proposal 1, 2 and/or 3. If our stockholders approve this proposal, one or more of our proxy holders can adjourn the Annual
Meeting and any adjourned session of the Annual Meeting to allow for additional time to solicit additional proxies, including the solicitation
of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we
had received proxies representing a sufficient number of votes to defeat Proposal 1, 2 and/or 3, we could adjourn the Annual Meeting without
a vote on such proposals and seek to convince our stockholders to change their votes in favor of such proposals. If it is necessary to
adjourn the Annual Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other than an announcement
at the Annual Meeting of the time and place to which the Annual Meeting is adjourned, so long as the meeting is adjourned for 30 days
or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might
have been transacted at the original meeting.
Vote Required and Recommendation of the Board
of Directors
The approval of this Proposal
requires the affirmative vote of the stockholders present in person or represented by proxy holding shares representing at least a majority
of the votes so present or represented and entitled to be cast thereon.
The Board recommends a
vote “FOR” the approval of this Proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Notice of Meeting,
Proxy Statement, Proxy Card and Annual Report are available on the internet at: https://www.westcoaststocktransfer.com/dtss-proxy/. A
notice card indicating copy of our 2021 Annual Report on Form 10-K and this proxy statement is available and will be mailed to the stockholders
entitled to notice of and to vote at the Annual Meeting. We will provide copies of our 2021 Annual Report on Form 10-K and the exhibits
without cost upon request by eligible stockholders. Requests for copies of such exhibits should be mailed to 20th Floor, Tower B, Guorui
Plaza, 1 Ronghua South Road, Technological Development Zone, Beijing, People’s Republic of China 100176, Attention: Corporate Secretary.
OTHER PROPOSED ACTION
Our Board of Directors does
not intend to bring any other matters before the Annual Meeting, nor does it know of any matters which other persons intend to bring before
the Annual Meeting. If, however, other matters not mentioned in this proxy statement properly come before the Annual Meeting, the persons
named in the accompanying form of proxy will vote thereon in accordance with the recommendation of the Board of Directors.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules
that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two
or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which
is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are the Company’s stockholders may be “householding” our proxy
materials. A single copy of the proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions
have been received from the affected stockholders. Once you have received notice from your broker that they will be householding communications
to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no
longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, please (1) notify your
broker, or (2) direct your written request to 20th Floor, Tower B, Guorui Plaza, 1 Ronghua South Road, Technological Development Zone,
Beijing, People’s Republic of China 100176, Attention: Corporate Secretary. Stockholders who currently receive multiple copies of
the proxy materials at their address and would like to request householding of their communications should contact their brokers. In addition,
upon written request to the address set forth above, we will promptly deliver a separate copy of the proxy materials to any stockholder
at a shared address to which a single copy of the documents was delivered.
STOCKHOLDER PROPOSALS AND SUBMISSIONS
In order to be eligible for
inclusion in our proxy statement and form of proxy for our 2022 Annual Meeting, a proposal of a stockholder, including the submission
of a stockholder nominee for election to our Board of Directors, must be received at our principal executive offices located in Beijing,
PRC no later than November 18, 2022 (the “Deadline”). For any proposal that a stockholder wishes to propose for consideration
at the 2022 Annual Meeting but does not wish to include in the proxy materials for that meeting, our Amended and Restated Bylaws require
a notice of the proposal to be delivered not less than 120 days prior to the anniversary of the mailing date of our proxy materials for
the preceding annual meeting of stockholders. The notice of the proposal also must comply with the content requirements for such notices
set forth in our Amended and Restated Bylaws. Whether or not you expect to be present at the Annual Meeting, please sign and return the
enclosed proxy promptly. Your vote is important. If you are a stockholder of record and attend the Annual Meeting and wish to vote in
person, you may withdraw your proxy at any time prior to the vote.
|
By Order of the Board of Directors of Datasea Inc. |
|
|
|
|
By: |
/s/ Zhixin Liu |
|
Name: |
Zhixin Liu |
|
Title: |
Chairman of the Board and
Chief Executive Officer |
|
|
|
|
March 18, 2022 |
*****
DATASEA INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 2022
The undersigned stockholder
acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement, each dated March 18, 2022, and hereby appoints
Zhixin Liu, as the proxy for the undersigned, with full power of substitution, to vote all of the undersigned’s shares of common
stock of Datasea Inc. (the “Company”) at the Annual Meeting. The Annual Meeting will be held on April 28, 2022, at 9:00 AM,
local time (BEIJING Time) (i.e.: April 27, 2022, at 9:00 PM, ET) at the corporate offices of Datasea Inc., 20th Floor, Tower B, Guorui
Plaza, 1 Ronghua South Road, Technological Development Zone, Beijing, People’s Republic of China 100176.
1. |
To elect Zhixin Liu, Fu Liu, Michael J. Antonoplos, Chun Kwok Wong and Yan Yang, each to serve until the next annual meeting of shareholders or until their respective successors shall have been elected and qualified. |
☐
FOR ALL NOMINEES
☐
WITHHOLDING AUTHORITY FOR ALL NOMINEES
☐
FOR ALL EXCEPT
(SEE INSTRUCTIONS BELOW)
☐
Zhixin Liu ☐ Fu Liu ☐
Michael J. Antonoplos ☐ Chun Kwok Wong ☐
Yan Yang
2. |
To ratify the appointment of Paris Kreit & Chiu CPA LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022. |
☐ |
For |
☐ |
Against |
☐ |
Abstain |
3. | To approve the Amendment No. 1 to our 2018 Equity Incentive
Plan. |
☐ |
For |
☐ |
Against |
☐ |
Abstain |
4 | To authorize one or more of our proxy holders to adjourn
the Annual Meeting to another time and place, if necessary |
The Board recommends a vote FOR the director
nominees and proposals above and if no specification is made, the shares will be voted for such nominees and proposals.
|
Dated _________________, 2022 |
|
|
|
Stockholder’s Signature _________________________ |
|
Stockholder’s Signature _________________________ |
Signature should agree with name printed hereon.
If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and
attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE
ENVELOPE ENCLOSED. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1, FOR THE PROPOSAL 2, 3 and 4 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT
TO ITEM 2. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
Appendix A
AMENDMENT NO. 1 TO
DATASEA INC.
2018 EQUITY INCENTIVE PLAN
Datasea Inc, (the “Company”)
previously approved and adopted the 2018 Equity Incentive Plan (the “Plan”) to encourage the Plan’s participants to
acquire and hold stock in the Company as an added incentive to remain with the Company and increase their efforts in promoting the interests
of the Company, and to enable the Company to attract and retain capable individuals. By this Amendment, the Company desires to amend the
Plan to increase the number of shares available under the Plan.
1. Capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.
2. The effective date of this
Amendment to the Plan shall be April 28, 2022, upon the stockholders’ approval.
3. Section 5(b) of the Plan
is amended and revised in its entirety as follows:
5. Grant of
Awards; Shares Subject to this Plan; Limitations.
(b) Subject to Sections 3. 11
and 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of an amount equal to 14,000,000 common shares.
Each Common Share subject to an Option or a Stock Appreciation Right will reduce the number of Common Shares available for issuance by
one share, and each Common Share underlying an Award of Restricted Stock, Restricted Stock Units, Stock Bonus Awards and Performance Compensation
Awards will reduce the number of Common Shares available for issuance by 1.15 shares.
4. This Amendment shall amend
only the provision of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full
force and effect.
IN WITNESS WHEREOF, the Company
has caused this Amendment to be executed by its duly authorized representative on this March 18, 2022.
|
Datasea Inc. |
|
|
|
By: |
/s/ Zhixin Liu |
|
Name: |
Zhixin Liu |
|
Title: |
Chairman of the Board and
Chief Executive Officer |
|
|
|
|
March 18, 2022 |
Datasea (NASDAQ:DTSS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Datasea (NASDAQ:DTSS)
Historical Stock Chart
From Sep 2023 to Sep 2024