entitled to vote, and so reduce the absolute number, but not the percentage of votes needed for approval of a matter. Broker non-votes occur when nominees,
such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders of the shares before the meeting. If that happens, the nominees may vote those shares only on matters deemed
routine by the New York Stock Exchange (NYSE), such as the ratification of auditors. Nominees cannot vote on non-routine matters unless they receive voting instructions from beneficial holders,
resulting in so-called broker non-votes.
Assuming that a quorum is present, directors will be elected by a plurality vote (Proposal 1). There is no right to cumulate votes in the
election of directors. As a result, abstentions and broker non-votes will not affect the outcome of the vote on this proposal. The election of directors is not considered to be a
routine matter and brokers are not permitted to vote on this matter if the broker has not received instructions from the beneficial owner. Accordingly, it is important that beneficial owners instruct their brokers how they wish to vote
the shares.
Assuming that a quorum is present, the approval of the proposal regarding ratification of the appointment of MSPC Certified
Public Accountants and Advisors, A Professional Corporation (MSPC), as our independent registered public accountants for the fiscal year ending March 31, 2020 (Proposal 2), and approval of any other matter that may properly come
before the annual meeting will require that an affirmative vote of a majority of the total votes be cast on these proposals, in person or by proxy, to approve these proposals. As a result, abstentions will have the same practical effect as a
negative vote on these proposals, and broker non-votes, if any, will not affect the outcome of the vote on these proposals. The proposal for the ratification of our independent registered public
accounting firm is considered to be a routine matter, and hence the Company does not expect that there will be a significant number of broker non-votes on such proposal.
As of the record date, S&T International Distribution Ltd. (S&T), which is a wholly owned subsidiary of Grande N.A.K.S.
Ltd. (N.A.K.S.), which is a wholly owned subsidiary of Nimble Holdings Company Limited (formerly known as The Grande Holdings Limited) (Nimble), collectively have the shared power to vote and direct the disposition of
15,243,283 shares, or approximately 72.4%, of the Companys outstanding common stock. Accordingly, the Company is a controlled company as defined in Section 801(a) of the NYSE American Company Guide (the Company
Guide).
The accompanying proxy card provides space for you to instruct the designated individuals how to vote your shares. You may
vote in favor of, against, or abstain from voting on any proposal except for Proposal 1. With respect to Proposal 1 (the election of directors), you may, if you desire, indicate on the proxy card that you are not authorizing the designated
individuals to vote your shares for one or more of the nominees. The Companys Board of Directors urges you to complete, sign, date and return the proxy card in the accompanying envelope, which is postage prepaid for mailing in the United
States.
The Companys Board of Directors recommends that you vote FOR each of the proposals presented in this
proxy statement. Specifically, the Board of Directors recommends you vote:
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FOR the election of the nominees for director identified herein; and
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FOR the ratification of the appointment of MSPC as the Companys independent registered
public accountants for the fiscal year ending March 31, 2020.
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When a signed proxy card is returned with choices
specified with respect to voting matters, the individuals designated on the proxy card will vote the shares in accordance with the stockholders instructions. The Company has designated Duncan Hon and Michael Binney as proxies for the
stockholders. If you desire to name another person as your proxy, you may do so by crossing out the names of the designated proxies and inserting the names of the other persons to act as your proxies. In that case, it will be necessary for you to
sign the proxy card and deliver it to the person named as your proxy and for the named proxy to be present and vote at the annual meeting. Proxy cards so marked should not be mailed to us.
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