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:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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☒ |
Definitive
Proxy Statement |
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☐ |
Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
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Datasea Inc.
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(Name
of Registrant as Specified In Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange
Act Rules 14a- 6(i)(1) and 0-11 |
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.
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Very
truly yours, |
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By: |
/s/
Zhixin Liu |
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Name: |
Zhixin
Liu |
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Title: |
Chairman
of the Board and Chief Executive Officer |
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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:
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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; |
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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; |
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To
approve the Amendment No.1 to our 2018 Equity Incentive Plan;
and |
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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.
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By
Order of the Board of Directors, |
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By: |
/s/
Zhixin Liu |
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Name: |
Zhixin
Liu |
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Title: |
Chairman
of the Board and Chief Executive Officer |
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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:
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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); |
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by
email, by emailing your signed proxy card to
vote2021@shuhaixinxi.com; |
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by
facsimile by completing the reverse portion of the Proxy Card and
fax it to 760-452-4423; or |
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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:
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FOR
the election of the Board’s nominees to our Board of
Directors. |
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FOR
ratification of the appointment of independent registered public
accounting firm for the year ending June 30, 2022. |
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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:
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You
may send in another proxy with a later date. |
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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:
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each
of our executive officers; |
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all
directors and executive officers as a group; and |
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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.
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Name and Address of Beneficial Owner (2) |
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Number of
Common Stock
Beneficially
Owned |
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%
of
Class
Beneficially
Owned
(1)
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| Directors and Executive
Officers: |
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| Zhixin Liu (3) |
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9,749,295 |
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40.2 |
% |
| Fu Liu (3) |
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5,567,820 |
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30.0 |
% |
| Mingzhou Sun |
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-- |
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-- |
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| Michael J. Antonoplos |
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9,347 |
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* |
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| Stephen (Chun Kwok) Wong |
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-- |
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-- |
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| Ling Wang |
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-- |
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-- |
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| Chunqi Jiao |
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-- |
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-- |
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| All officers and directors as a group
(seven persons) |
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15,326,462 |
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70.2 |
% |
| 5% or more stockholders
(3) |
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(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. |
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(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. |
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(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.
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Name |
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Age |
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Position |
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Zhixin
Liu |
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35 |
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Chairman
of the Board, CEO, President & Secretary |
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Mingzhou
Sun |
|
52 |
|
Chief
Financial Officer |
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Fu
Liu |
|
56 |
|
Director |
|
Michael
J. Antonoplos |
|
70 |
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Independent
Director |
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Stephen
(Chun Kwok) Wong |
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39 |
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Independent
Director |
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Ling
Wang |
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65 |
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Independent
Director |
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Chunqi
Jiao |
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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.
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Datasea Inc. |
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By: |
/s/ Zhixin Liu |
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Name: |
Zhixin Liu |
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Title: |
Chairman of the Board and
Chief Executive Officer |
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March 18, 2022 |
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