UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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SINGULARITY FUTURE TECHNOLOGY LTD.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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 |
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98 Cutter Mill Road, Suite 322
Great Neck New York 11021
April 22, 2022, at 10:00 a.m., Eastern Time
To the stockholders of Singularity Future Technology Ltd.:
The Annual Meeting of Stockholders of Singularity Future Technology Ltd. (the “Company” or “Singularity”) for the fiscal year ended June 30, 2021 will be held on April 22, 2022, at 10:00 a.m., Eastern Time, at 98 Cutter Mill Road, Suite 322, Great Neck New York 11021. The meeting will be held as a hybrid virtual and physical meeting. Shareholders unable to attend in person may attend by visiting https://singularity.us/annual.html, which will redirect to the meeting website. Due to the global impact of the coronavirus outbreak, we encourage shareholders to attend the meeting virtually where possible.
The accompanying Notice of Annual Meeting and Proxy Statement, which you are urged to read carefully, provides important information regarding the business to be conducted at the annual meeting.
You are requested to complete, date and sign the enclosed proxy card and promptly return it in the enclosed envelope or vote by telephone or Internet, whether or not you plan to attend the annual meeting. If you attend the meeting, you may vote in person even if you have previously submitted a proxy card. Regardless of the number of shares you own or whether you plan to attend the annual meeting, it is important that your shares be represented and voted. If you hold your shares in “street name” (that is, through a broker, bank or other nominee), please complete, date and sign the voting instruction form that has been provided to you by your broker, bank or other nominee and promptly return it in the enclosed envelope or review the instructions in the materials forwarded by your broker, bank or other nominee regarding the option to vote on the Internet or by telephone. If you hold your shares directly and plan to attend the meeting in person, please remember to bring a form of personal identification with you and, if you are acting as a proxy for another shareholder, please bring written confirmation from the record owner that you are acting as a proxy. If you hold your shares in “street name” and plan to attend the meeting in person, please remember to bring a form of personal identification with you and proof of beneficial ownership.
On behalf of the Board of Directors, I thank you for your support and continued interest in Singularity.
Sincerely,
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/s/ Yang Jie |
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Yang Jie |
Chief Executive Officer and
Member of the Board of Directors of
Singularity Future Technology Ltd.
This Notice and the Proxy Statement are first being mailed to stockholders on or about March 11, 2022.
SINGULARITY FUTURE TECHNOLOGY LTD.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FOR THE FISCAL YEAR ENDED JUNE 30, 2021
TO BE HELD ON FRIDAY, APRIL 22, 2022
The Board of Directors unanimously recommends that you vote to:
• elect the Class III nominee named in the attached proxy statement;
• ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2022;
• approve an advisory, nonbinding resolution to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement; and
• approve an advisory, nonbinding resolution to approve the frequency of advisory votes on named executive officer compensation.
By Order of the Board of Directors,
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/s/ Yang Jie |
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Yang Jie |
Chief Executive Officer and
Member of the Board of Directors of
Singularity Future Technology Ltd.
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the financial condition, results of operations, cash flows, financing plans, business strategies, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this document that are not historical facts are identified as forward-looking statements for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Section 27A of the Securities Act of 1933, as amended, or the Securities Act.
When we use the words “anticipate,” “estimate,” “project,” “intend,” “expect,” “plan,” “believe,” “should,” “likely” and similar expressions, we are making forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and any other documents we incorporate by reference in this proxy statement. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
These forward-looking statements, including statements relating to our future business prospects, revenues, working capital, liquidity, capital needs and income, wherever they occur in this proxy statement, are estimates reflecting our best judgment. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those discussed from time to time in our Securities and Exchange Commission, or SEC, reports, including our annual report on Form 10-K for the year ended June 30, 2021 filed with the SEC on September 29, 2021 and our subsequently filed quarterly reports on Form 10-Q. You should read and consider carefully the information about these and other risks set forth under the caption “Risk Factors” in such filings and/or our registration statement filings.
As used in this proxy statement, the terms “we,” “us,” “our,” the “Company,” and “ Singularity” refer to Singularity Future Technology Ltd. and our subsidiaries and affiliates, unless the context indicates otherwise.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING OF STOCKHOLDERS
FOR THE FISCAL YEAR ENDED JUNE 30, 2021
Why am I receiving these materials?
The Board of Directors of Singularity Future Technology Ltd., or our Board of Directors, is providing these proxy materials to you in connection with our annual meeting of common stockholders for the year ended June 30, 2021, which will take place on Friday, April 22, 2022. Our common stockholders are invited to attend the annual meeting and are entitled to and requested to vote on the proposals described in the attached proxy statement.
What information is contained in the attached proxy statement?
The information included in the attached proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, information including compensation concerning directors and our most highly paid executive officers, and certain other required information.
What am I voting on at the annual meeting?
You will be voting on the following proposals:
(1) To elect the Class III nominee named in the attached proxy statement to serve on the Board of Directors until the annual meeting of stockholders for the fiscal year ending June 30, 2024 when his successor is duly elected and qualified or until his earlier resignation, removal from office, death or incapacity;
(2) To ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022;
(3) To vote on an advisory, nonbinding resolution to approve the compensation of the Company’s named executive officers as disclosed in the attached proxy statement;
(4) To vote on an advisory, nonbinding resolution to approve the frequency of advisory votes on named executive officer compensation; and
(5) To transact any other business properly coming before the meeting.
How does the Board of Directors recommend I vote?
Our Board of Directors unanimously recommends that you vote your shares of common stock:
(1) “FOR” the Class III nominee named in the attached proxy statement to serve on the Board of Directors;
(2) “FOR” the ratification of the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022;
(3) “FOR” an advisory, nonbinding resolution to approve the compensation of the Company’s named executive officers as disclosed in the attached proxy statement; and
(4) “EVERY ONE YEAR” for the advisory, nonbinding resolution to approve the frequency of advisory votes on named executive officer compensation.
What shares can I vote?
You may vote shares of our common stock owned by you as of the close of business on March 1, 2022 (the “Record Date”). Each share of common stock is entitled to one vote. As of March 1, 2022, we had 21,980,333 shares of common stock issued and outstanding.
How do I vote before the meeting?
If you are a registered shareholder, meaning that you hold your shares in certificate form, you have three voting options:
(1) By Internet, which we encourage if you have Internet access, at the address shown on your proxy card;
(2) By telephone, using any touch-tone telephone to transmit your voting instructions by calling the number specified on your proxy card; or
(3) By mail, by completing, signing and returning your proxy card.
If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.
May I vote at the annual meeting?
If you are a registered shareholder, you may vote your shares owned by you as of March 1, 2022, at the annual meeting if you attend in person. If you hold your shares through an account with a bank or broker, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the meeting, please contact your bank or broker to learn the procedures necessary to allow you to vote your shares in person. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. You may vote by proxy through the Internet, by telephone or by mail.
Can I change my mind after I return my proxy?
You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the meeting, (2) voting again over the Internet prior to 11:59 pm New York time, on April 21, 2021, (3) voting again via the telephone prior to 11:59 pm, New York time, on April 21, 2021, or (4) voting at the meeting if you are a registered shareholder or have obtained a legal proxy from your bank or broker.
What if I return my proxy card but do not provide voting instructions?
Proxies that are signed and returned but do not contain instructions will be voted in favor of all proposals and in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.
What does it mean if I receive more than one proxy card or instruction form?
It indicates that your shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account by telephone or on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact your bank or broker and request consolidation.
Will my shares be voted if I do not provide my proxy or instruction form?
If you are a registered shareholder and do not provide a proxy, you must attend the meeting in order to vote your shares. If you hold shares through an account with a bank or broker, your shares may be voted even if you do not provide voting instructions on your instruction form. Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. The ratification of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022, is considered a routine matter for which brokerage firms may vote without specific instructions. The other matters are not considered routine matters for which brokerage firms may not vote without specific instructions. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. Shares that a broker is not authorized to vote are counted as “broker non-votes.”
How can I attend the meeting?
The meeting is open to all holders of our common stock as of March 1, 2022. The meeting will be held as a hybrid virtual and physical meeting. Shareholders unable to attend in person may attend by visiting https://singularity.us/annual.html, which will redirect to the meeting website. Due to the global impact of the coronavirus outbreak, we encourage shareholders to attend the meeting virtually where possible.
May stockholders ask questions at the annual meeting?
Yes. Representatives of the Company will answer questions of general interest at the end of the meeting.
How many votes must be present to hold the annual meeting?
In order for us to conduct our annual meeting, at least one-third (1/3) of our issued and outstanding shares of common stock as of March 1, 2022, must be present in person or by proxy at the annual meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting. Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail.
Where can I find a copy of the proxy materials?
A copy of the proxy materials is available online at www.proxyvote.com.
How many votes are needed to approve the Company’s proposals?
Proposal 1. The nominees receiving the highest number of “For” votes will be elected as directors. This number is called a plurality. Shares not voted will have no impact on the election of directors. The proxy given will be voted “For” the nominees for directors unless a properly executed proxy card is marked “Withhold” as to a particular nominee for director.
Proposal 2. The ratification of the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022, requires that a majority of the votes cast at the meeting be voted “For” the proposal, excluding properly executed proxy card marked “Abstain,” which will not be voted or counted for purposes other than quorum.
Proposal 3. The advisory vote to approve executive officer compensation is advisory in nature and not binding on our Company. A vote “For” the proposal by a majority of the votes cast at the meeting would be considered an advisory approval of the proposed executive officer compensation. If a majority of shares do not vote in favor of the proposal, the Compensation Committee and Board of Directors will carefully consider the outcome when making future compensation decisions.
Proposal 4. The advisory vote to approve the frequency of advisory votes on named executive officer compensation is advisory in nature and not binding on our Company. The Board will consider the recommendation by stockholders to hold such votes every one, two or three years in determining how frequently we should include an advisory vote regarding the compensation of our named executive officers in its future proxy statements for shareholder consideration.
SINGULARITY FUTURE TECHNOLOGY LTD.
PROXY STATEMENT
FISCAL YEAR 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 22, 2022
PROPOSAL ONE
ELECTION OF ONE (1) CLASS III DIRECTOR AND DIRECTOR BIOGRAPHIES
(ITEM 1 ON THE PROXY CARD)
A brief biography of each director in each class follows. You are asked to vote for the Class III nominee to serve as Class III member of the Board of Directors. The Class III nominee for our Board of Directors has consented to serve if elected to a term from the date of election until the annual meeting of stockholders for the fiscal year of 2024. The term of the Class I members of the Board of Directors continues until the annual meeting of stockholders for fiscal year 2022, and the term of the Class II member of the Board of Directors continues until the annual meeting of stockholders for fiscal year 2023.
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Nominee for election as Class III member of the Board of Directors to serve a |
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John F. Levy |
Mr. Levy currently serves on the board of directors of two other public companies: Applied Minerals, Inc., New York, NY (AMNL.OB); and Happiness Biotech Group Ltd., which is a company listed on Nasdaq Capital Market (NASDAQ: HAPP). From June 2016 to October 2021, Mr. Levy served as board member and Chair of Audit Committee of Washington Prime Group, Inc.(NYSE: WPG), which filed for protection under Chapter 11 of the United States Bankruptcy Code on June 13, 2021 and emerged from bankruptcy protection on October 21, 2021. He also served as board member and Chair of Governance Committee of Takung Art Co., Ltd. (OTCQB: TKAT), from March 2016 to June 2019. Mr. Levy is a Certified Public Accountant, and Mr. Levy is a graduate of the Wharton School of Business at the University of Pennsylvania, he received his MBA from St. Joseph’s University in Philadelphia, Pennsylvania. The Board has determined Mr. John F. Levy is deemed to be independent under the definition provided by NASDAQ Listing Rule 5605(a)(2). Mr. Levy has been nominated to serve because of his accounting expertise. |
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Class I members of the Board of Directors whose terms continue to the annual meeting of stockholders for the fiscal year of 2022: |
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Yang Jie |
Mr. Yang Jie started his work with the Registrant from January 2021 as Vice President. From November 2016 to June 2021, Mr. Yang Jie served as the General Manager of China Commercial Credit, Inc. Mr. Yang Jie holds a Bachelor’s degree in Business Management from Beijing Finance and Trade Technology College. Mr. Jie has been nominated to serve because of his business management expertise. |
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Heng Wang |
Mr. Heng Weng is currently serving as the Senior Manager of Charles Schwab Corporation since October 2020. From July 2006 to October 2020, Mr. Heng Wang served as Consultant for TD Ameritrade Inc. Mr. Heng Wang holds a Master’s degree in Computer Information Science from New Jersey Institute of Technology. He also holds a Bachelor’s degree in Computer Science from Fudan University. The Board has determined Mr. Heng Wang is deemed to be independent under the definition provided by NASDAQ Listing Rule 5605(a)(2). Mr. Weng has been nominated to serve because of his financial expertise. |
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The Class II members of the Board of Directors whose term continues to the annual meeting of stockholders for fiscal year 2023: |
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Lei Cao |
Mr. Cao is our founder, former Chief Executive Officer and a director. Prior to founding our company in 2001, Mr. Cao was a Chief Representative of Wagenborg-Lagenduk Scheepvaart BV, Holland, from 1992 – 1993, Director of the Penavico-Beijing’s shipping agency from 1987 through 1992, and a seaman for Cosco-Hong Kong from 1984 through 1987. Mr. Cao received his EMBA degree in 2009 from Shanghai Jiao Tong University. Mr. Cao was chosen as a director because he is the founder of our company and we believe his knowledge of our company and years of experience in our industry give him the ability to guide our company as a director. Mr. Cao currently serves as Vice President and Head of Research and Development of the company. |
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Tieliang Liu |
Dr. Liu currently serves as the vice president in charge of accounting and finance to China Sun-Trust Group Ltd. and has held this position since 2001. Dr. Liu was a financial controller for Huaxing Group Ltd from 1998 to 2001. From 1996 through 1998, he was the chief accountant of China Enterprise Consulting Co., Ltd. Before working in industry, Dr. Liu taught accounting and finance in a university for more than ten years and has published dozens of books and articles. Dr. Liu is a CPA in China. He received a PhD, master and bachelor degrees from Tianjin University of Finance and Economics. Dr. Liu has been chosen to serve as a director because of his accounting and business knowledge and experience in working with small and medium-sized companies. |
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CERTAIN OTHER BOARD INFORMATION
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities or commodities laws, any laws respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud in connection with any business entity or been subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization, except for matters that were dismissed without sanction or settlement. None of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Board Leadership Structure
Mr. Yang Jie currently holds the position of Chief Executive Officer. Mr. Lei Cao currently holds the position of Chairman of the board of directors. The board of directors believes that that separating the roles of Chief Executive Officer and Chairman of the board of directors is in the best interests of the Company and its shareholders. Separating such roles allows our Chief Executive Officer to focus completely on operations and corporate strategy execution.
We do not have a lead independent director because of our Chief Executive Officer and Chairman are not held by the same person, and also because we believe our independent directors are encouraged to freely voice their opinions on a relatively small company board.
Risk Oversight
Our Board of Directors plays a significant role in our risk oversight. The Board of Directors makes all relevant Company decisions. As such, it is important for us to have our Chief Executive Officer serve on the Board as he plays a key role in the risk oversight of the Company. As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters.
For additional information regarding, among other related items, our Board of Directors, Corporate Governance, the Compensation Committee, the Audit Committee and the Corporate Governance Committee and compensation of our named executive officers please see the section titled “BOARD OF DIRECTORS, CORPORATE GOVERNANCE AND OTHER RELATED INFORMATION.”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE CLASS III NOMINEE TO THE BOARD OF DIRECTORS.
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PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF AUDIT ALLIANCE LLP
(ITEM 2 ON THE PROXY CARD)
What am I voting on?
A proposal to ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. The Audit Committee of the Board of Directors has appointed Audit Alliance LLP to serve as the Company’s fiscal year 2022 independent registered public accounting firm. Although the Company’s governing documents do not require the submission of this matter to stockholders, the Board of Directors considers it desirable primarily as a matter of good corporate governance that the appointment of Audit Alliance LLP be ratified by stockholders.
What services does Audit Alliance LLP provide?
Audit Alliance LLP was appointed as the Company’s auditor on October 28, 2020. We expect audit services provided by Audit Alliance LLP for fiscal year 2022 will include the examination of the consolidated financial statements of the Company and services related to periodic filings made with the SEC.
Will a representative of Audit Alliance LLP be present at the meeting?
Due to the time difference, no representatives of Audit Alliance LLP is expected to be present at the meeting.
What if this proposal is not approved?
If the stockholders do not ratify the appointment, our Audit Committee will reconsider whether or not to retain Audit Alliance LLP. Even if the appointment is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if the Audit Committee determines that such a change would be in our best interests and the best interest of our stockholders.
What vote is required to ratify this proposal?
This Proposal 2 requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting with quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF AUDIT ALLIANCE LLP AS THE COMPANY’S FISCAL YEAR 2022
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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(ITEM 3 ON THE PROXY CARD)
What am I voting on?
We are asking our stockholders to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers for 2022 as disclosed in the Proxy Statement pursuant to the requirements of Item 402 of Regulation S-K. This advisory vote, which is sometimes referred to as a “say on pay” vote is required by Section 14A of the Exchange Act.
Is this vote binding on our Company?
As an advisory vote, this proposal is not binding upon the Company, the Board or the Compensation Committee and will not be construed as overruling a decision by the Company, the Board or the Compensation Committee or creating or implying any additional fiduciary duty for the Company, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions regarding named executive officers.
How often will stockholders vote on named executive officer compensation?
Our current policy is to provide stockholders with an opportunity to approve the compensation of the named executive officers every year at the annual meeting of stockholders. It is expected that the next such vote will occur at the fiscal year 2022 Annual Meeting of Stockholders.
What vote is required to approve this proposal?
Approval of this Proposal 3 requires the affirmative vote of a majority of the shares present or represented by proxy and voting at an Annual Meeting with quorum.
What are stockholders being asked to approve?
The Board of Directors is requesting your non-binding approval of the following resolution:
Resolved, that the stockholders approve, in a nonbinding vote, the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement.
What if this proposal is not approved?
Pursuant to Section 14A of the Exchange Act, this vote is advisory only, and accordingly, is not binding on the Company or on our Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board of Directors will carefully consider the outcome of the vote when making future compensation decisions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN
FAVOR OF THE NONBINDING ADVISORY RESOLUTION APPROVING
NAMED EXECUTIVE OFFICER COMPENSATION.
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PROPOSAL FOUR
ADVISORY VOTE TO APPROVE THE FREQUENCY OF ADVISORY VOTES
ON EXECUTIVE COMPENSATION
(ITEM 4 ON THE PROXY CARD)
What am I voting on?
In addition to asking for advisory approval of the compensation of the Company’s named executive officers, we are asking our stockholders, under an SEC rule, to approve, on an advisory basis, the frequency of advisory votes on executive compensation. By voting on this resolution, stockholders may express their preference for an advisory vote on executive compensation every 1, 2 or 3 years.
The Board and the Compensation Committee have carefully considered the options and concluded that the Company would benefit from the additional shareholder input provided through annual votes on executive compensation; and they are therefore recommending that stockholders vote “one year” in advising on the frequency of votes on executive compensation
What voting options do you have?
Stockholders may vote “every one year”, “every two years” or “every three years” on this Proposal Five. A vote of “every one year” would mean that the shareholder recommends that our Company request shareholder approval of Proposal Four every year. A vote of “every two years” would mean that the shareholder recommends that our Company request shareholder approval of Proposal Four every two years. A vote of “every three years” would mean that the shareholder recommends that our Company request shareholder approval of Proposal Four every three years.
Is this vote binding on our Company?
As an advisory vote, this proposal is not binding upon our Company, the Board or the Compensation Committee and will not be construed as overruling a decision by our Company, the Board or the Compensation Committee or creating or implying any additional fiduciary duty for our Company, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions regarding the frequency of shareholder votes on named executive officer compensation.
What vote is required to approve this proposal?
Approval of this Proposal Five requires the affirmative vote of (i) a plurality of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a plurality of the shares required to constitute the quorum.
What if this proposal is not approved?
Pursuant to Section 14A, this vote is advisory only, and accordingly, is not binding on the Company or on our Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board of Directors will carefully consider the outcome of the vote when making future decisions about the frequency of votes on named executive officer compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “EVERY ONE YEAR” IN ADVISING ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.
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BOARD OF DIRECTORS, CORPORATE GOVERNANCE AND OTHER RELATED INFORMATION
What if a nominee is unwilling or unable to serve?
Each of the nominees listed in the Proxy Statement has agreed to serve as a director, if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board of Directors.
How are directors compensated?
Non-employee directors are entitled to receive $50,000 per year. From time to time we may issue securities to our directors as well in compensation for services, but the amount and frequency of such grants is not set. In addition, non-employee directors are entitled to receive compensation for their actual travel expenses for each Board of Directors meeting attended.
How does the Board determine which directors are independent?
The Board of Directors reviews the independence of each director yearly. During this review, the Board of Directors considers transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable law, listing standards and the Company’s director independence standards. The Company believes that it maintains a majority of independent directors who are deemed to be independent under the definition of independence provided by NASDAQ Listing Rule 5605(a)(2).
What role does the Corporate Governance Committee play in selecting nominees to the Board of Directors?
Two of the primary purposes of the Board’s Corporate Governance Committee are (i) to develop and implement policies and procedures that are intended to ensure that the Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its stockholders and (ii) to identify individuals qualified to become members of the Board of Directors and to recommend to the Board of Directors the director nominees for the annual meeting of stockholders. The Corporate Governance Committee is also responsible for considering candidates for membership on the Board of Directors submitted by eligible stockholders. The Corporate Governance Committee’s charter is available on the Company’s website at www.Singualrity.com and in print upon request. The Corporate Governance Committee of the Company’s Board of Directors was the only entity or person to nominate and/or recommend any of the director nominees.
Are the members of the Corporate Governance Committee independent?
Yes. All members of the Corporate Governance Committee have been determined to be independent by the Board of Directors.
How does the Corporate Governance Committee identify and evaluate nominees for director?
The Corporate Governance Committee considers candidates for nomination to the Board of Directors from a number of sources. Current members of the Board of Directors are considered for re-election unless they have notified the Company that they do not wish to stand for re-election. The Corporate Governance Committee also considers candidates recommended by current members of the Board of Directors, members of management or eligible stockholders. From time to time the Board may engage a firm to assist in identifying potential candidates, although the Company did not engage such a firm to identify any of the nominees for director proposed for election at the meeting.
The Corporate Governance Committee evaluates all candidates for director, regardless of the person or firm recommending such candidate, on the basis of the length and quality of their business experience, the applicability of such candidate’s experience to the Company and its business, the skills and perspectives such candidate would bring to the Board of Directors and the personality or “fit” of such candidate with existing members of the Board of Directors and management. The Corporate Governance Committee does not have a specific policy in place with regard to the consideration of diversity when identifying director nominees; however, the Corporate Governance Committee does consider diversity of opinion and experience when nominating directors.
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What are the Corporate Governance Committee’s policies and procedures for considering director candidates recommended by stockholders?
The Corporate Governance Committee will consider all candidates recommended by eligible stockholders. An eligible shareholder is a shareholder (or group of stockholders) who owns at least 5% of the Company’s outstanding shares and who has held such shares for at least one year as of the date of the recommendation. A shareholder wishing to recommend a candidate must submit the following documents to the Secretary of the Company at Singularity Future Technology Ltd, 98 Cutter Mill Road, Suite 322, Great Neck New York 11021:
• a recommendation that identifies the name and address of the shareholder and the person to be nominated;
• documentation establishing that the shareholder making the recommendation is an eligible shareholder;
• the written consent of the candidate to serve as a director of the Company, if elected;
• a description of all arrangements between the stockholders and such nominee pursuant to which the nomination is to be made; and
• such other information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC.
Upon timely receipt of the required documents, the Company’s Secretary will determine whether the shareholder submitting the recommendation is an eligible shareholder based on such documents. If the shareholder is an eligible shareholder, the Corporate Governance Committee may, but is not obligated to, evaluate the candidate and consider such candidate for nomination to the Board of Directors.
If the candidate is to be evaluated by the Corporate Governance Committee, the Secretary will request a detailed resume, an autobiographical statement explaining the candidate’s interest in serving as a director of the Company, a completed statement regarding conflicts of interest, and a waiver of liability for a background check from the candidate.
What are the minimum qualifications required to serve on the Company’s Board of Directors?
All members of the Board of Directors must possess the following minimum qualifications as determined by the Corporate Governance Committee:
• A director must demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision;
• A director must be prepared to represent the best interests of all Company stockholders, and not just one particular constituency;
• A director must have a record of professional accomplishment in his or her chosen field; and
• A director must be prepared and able to participate fully in Board activities, including membership on committees.
What other considerations does the Corporate Governance Committee consider?
The Corporate Governance Committee believes it is important to have directors from various backgrounds and professions in order to ensure that the Board of Directors has a wealth of experiences to inform its decisions. Consistent with this philosophy, in addition to the minimum standards set forth above, business and managerial experience and an understanding of financial statements and financial matters are very important.
8
How may stockholders communicate with the members of the Board of Directors?
Stockholders and others who are interested in communicating directly with members of the Board of Directors, including communication of concerns relating to accounting, internal accounting controls or audit matters, or fraud or unethical behavior, may do so by writing to the directors at the following address:
Name of Director or Directors
c/o Yang Jie — Chief Executive Officer
Singularity Future Technology Ltd
98 Cutter Mill Road, Suite 322
Great Neck New York 11021
Does the Company have a Code of Conduct?
The Company has adopted a Code of Conduct, which is applicable to all directors, officers and associates of the Company, including the principal executive officer and the principal financial and accounting officer. The complete text of the Code of Conduct is available on the Company’s website at http://www.singularity.us and is also available in print upon request. The Company intends to post any amendments to or waivers from its Code of Conduct (to the extent applicable to the Company’s principal executive officer and principal financial and accounting officer) at this location on its website.
How often did the Board and the Committees meet in fiscal year 2021?
The Board of Directors met a total of 16 times, at regular meetings, during fiscal year 2021, and took corporate actions in unanimous written consent for 16 times. The Compensation Committee met 3 times and took actions in unanimous written consents 3 times, the Corporate Governance Committee met 3 times, and the Audit Committee met 4 times during fiscal year 2021. Each incumbent director attended all of the meetings of the Board of Directors and of the standing committees of which he was a member during fiscal year 2021. The Board invites, but does not require, directors to attend the annual meeting of stockholders.
What are the committees of the Board?
During fiscal year 2021, the Board of Directors had standing Audit, Corporate Governance, and Compensation Committees. The members of each of the Committees, their principal functions and the number of meetings held during the fiscal year ended June 30, 2021, are shown below.
Compensation Committee
The members of the Compensation Committee as of June 30, 2021, were:
Xiaohuan Huang
Tieliang Liu
Jing Wang, Chairman
The Compensation Committee’s charter is available on the Company’s website at http://www.singularity.us and in print upon request. The Compensation Committee’s principal responsibilities include:
Making recommendations to the Board of Directors concerning executive management organization matters generally;
In the area of compensation and benefits, making recommendations to the Board of Directors concerning employees who are also directors of the Company, consult with the CEO on matters relating to other executive officers, and make recommendations to the Board of Directors concerning policies and procedures relating to executive officers; provided, however, that the Committee shall have full decision-making powers with respect to compensation for executive officers to the extent such compensation is intended to be performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code;
Making recommendations to the Board of Directors regarding all contracts of the Company with any officer for remuneration and benefits after termination of regular employment of such officer;
9
Making recommendations to the Board of Directors concerning policy matters relating to employee benefits and employee benefit plans, including incentive compensation plans and equity based plans; and
Administering the Company’s formal incentive compensation programs, including equity based plans.
The Compensation Committee may not delegate its authority to other persons. Similarly, the Compensation Committee has not engaged a compensation consultant to assist in the determination of executive compensation issues. While the Company’s executives will communicate with the Compensation Committee regarding executive compensation issues, the Company’s executive officers do not participate in any executive compensation decisions.
Audit Committee
The members of the Audit Committee as of June 30, 2021, were:
Xiaohuan Huang
Tieliang Liu, Chairman
Jing Wang
The primary responsibility of the Audit Committee is to assist the Board of Directors in monitoring the integrity of the Company’s financial statements and the independence of its external auditors. The Company believes that each of the members of the Audit Committee is “independent” and that Dr. Liu qualifies as an “audit committee financial expert” in accordance with applicable NASDAQ Capital Market listing standards. In carrying out its responsibility, the Audit Committee undertakes to:
Review and recommend to the directors the independent auditors to be selected to audit the financial statement of the Company;
Meet with the independent auditors and management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors;
Review with the independent auditors and financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Company. The Committee elicits recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. The Committee emphasizes the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper;
Review the internal accounting function of the Company, the proposed audit plans for the coming year and the coordination of such plans with the Company’s independent auditors;
Review the financial statements contained in the annual report to stockholders with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and contents of the financial statements to be presented to the stockholders;
Provide sufficient opportunity for the independent auditors to meet with the members of the Committee without members of management present. Among the items discussed in these meetings are the independent auditors’ evaluation of the Company’s financial, accounting, and auditing personnel, and the cooperation that the independent auditors received during the course of the audit;
Review accounting and financial human resources and succession planning within the Company;
Submit the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each committee meeting with, the Board of Directors; and
Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose, if, in its judgment, that is appropriate.
The Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
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Corporate Governance Committee
The members of the Corporate Governance Committee as of June 30, 2021 are:
Xiaohuan Huang, Chairman
Tieliang Liu
Jing Wang
All members of the Corporate Governance Committee are independent, as such term is defined by the NASDAQ Capital Market listing standards. The Corporate Governance Committee undertakes to:
Identify individuals qualified to become members of the Board of Directors and to make recommendations to the Board of Directors with respect to candidates for nomination for election at the next annual meeting of stockholders or at such other times when candidates surface and, in connection therewith, consider suggestions submitted by stockholders of the Company;
Determine and make recommendations to the Board of Directors with respect to the criteria to be used for selecting new members of the Board of Directors;
Oversee the process of evaluation of the performance of the Company’s Board of Directors and committees;
Make recommendations to the Board of Directors concerning the membership of committees of the Board and the chairpersons of the respective committees;
Make recommendations to the Board of Directors with respect to the remuneration paid and benefits provided to members of the Board in connection with their service on the Board or on its committees; and
Evaluate Board and committee tenure policies as well as policies covering the retirement or resignation of incumbent directors.
The Board of Directors has determined to provide a process by which stockholders may communicate with the Board as a whole, a Board committee or individual director. Stockholders wishing to communicate with the Board as a whole, a Board committee or an individual member may do so by sending a written communication addressed to the Board of Directors of the Company or to the committee or to an individual director, c/o — Yang Jie, Chief Executive Officer, Singularity Future Technology Ltd., 98 Cutter Mill Road, Suite 322, Great Neck New York 11021. All communications will be compiled by the Secretary of the Company and submitted to the Board of Directors or the addressee not later than the next regular Board meeting.
Management — Business History of Named Executive Officers
For information as to the business history of our Chief Executive Officer, Mr. Jie, see the section “Proposal 1: Election of Directors” elsewhere in this Proxy Statement. For information as to the business history of our Chief Financial Officer, Ms. Tuo Pan, please see the following paragraph.
Tuo Pan
Chief Financial Officer
Age – 36
Our Chief Financial Officer, Ms. Pan, is a seasoned Certified Public Accountant licensed in Australia. Since 2008, Ms. Pan has overseen the finance and accounting functions of Shipping Australia Pty Ltd. Ms. Pan received her bachelor’s degree in Accounting and Finance and a master’s degree in Advance Accounting from the Curtin University of Technology in Western Australia. From August 2007 to July 2008, Ms. Pan worked as an auditor and project manager of Baker Tilly China Ltd., and participated in various projects from e-Future Information Technology Inc., TMC Education Corporation Ltd, China Ministry of Commerce, among others.
Employment Agreements with the Company’s Named Executive Officers
Singularity has employment agreements with each of Mr. Yang Jie, Mr. Lei Cao, Mr. Shi Qiu, Ms. Tuo Pan, and Ms. Jing Shan. Mr. Lei Cao’s employment agreement provides for a ten-year term, and Mr. Shi Qiu’s employment agreement provides for a three-year term. The employment agreements for Ms. Tuo Pan, Mr. Yang Jie, and Ms. Jing Shang provide
11
for five-year terms that extend automatically for one-year period(s) in the absence of termination provided at least 60 days prior to the anniversary date of the agreement. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, then we are obligated to provide at least 30 days’ prior notice. In such case during the initial term of the agreement, we would need to pay such executive (i) the remaining salary through December 31, 2023, (ii) two times of the then applicable annual salary if there has been no Change in Control, as defined in the employment agreements or three-and-half times of the then applicable annual salary if there is a Change in Control.
We are, however, permitted to terminate an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions have resulted in a material adverse effect to us.
Summary Compensation Table
The following table shows the annual compensation paid by us to Mr. Lei Cao, our Chief Executive Officer (Principal Executive Officer), Ms. Tuo Pan, our Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Mr. Zhikang Huang, our Vice President, for the years ended June 30, 2021 and 2020.
|
Name |
Year |
Salary |
Bonus |
Stock based |
All other |
Total |
||||||||||||
|
Lei Cao, |
2020 |
$ |
135,000 |
(1) |
$ |
— |
$ |
$ |
— |
$ |
135,000 |
|||||||
|
Chief Executive Officer |
2021 |
$ |
425,000 |
(1) |
$ |
300,000 |
$ |
1,722,000.00 |
$ |
— |
$ |
2,447,000 |
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Tuo Pan, |
2020 |
$ |
45,000 |
(2) |
$ |
— |
$ |
$ |
— |
$ |
45,000 |
|||||||
|
Acting Chief Financial Officer |
2021 |
$ |
171,454 |
(2) |
$ |
100,000 |
$ |
574,000.00 |
$ |
4,545 |
$ |
845,454 |
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Zhikang Huang, |
2020 |
$ |
75,000 |
(3) |
$ |
— |
$ |
$ |
— |
$ |
75,000 |
|||||||
|
Vice President and Director |
2021 |
$ |
125,000 |
(3) |
$ |
50,000 |
$ |
459,200.00 |
$ |
— |
$ |
634,200 |
||||||
____________
(1) According to the Employment Agreement dated January 1, 2019, Mr. Cao’s annual salary shall be $260,000, effective January 1, 2019.
(2) According to the Employment Agreement dated January 1, 2019, Ms. Pan’s annual salary shall be $100,000, effective January 1, 2019.
(3) According to the Employment Agreement dated January 1, 2019, Mr. Huang’s annual salary shall be $150,000, effective January 1, 2019.
Outstanding Equity Awards of Named Executive Officers at Fiscal Year-End
As of June 30, 2021, we had four named executive officers, Mr. Lei Cao, our Chief Executive Officer, Ms. Tuo Pan, our Chief Financial Officer, Ms. Jing Shan, our Chief Operating Officer, and Mr. Xintang You, our Chief Technology Officer.
On August 13, 2021, the Board of Directors and the Compensation Committee of the Board approved a one-time award of a total of 1,020,000 shares of the common stock from the shares reserved under the Company’s 2014 Stock Incentive Plan (the “Plan”) to the officers, including Chief Executive Officer, Lei Cao, Acting Chief Financial Officer, Tuo Pan, and the following members of the Board for their valuable contributions to the Company in fiscal 2021: Zhikang Huang, Jing Wang, Xiaohuan Huang and Tieliang Liu, effective August 13, 2021. These grants are not reflected in the above table.
We made the following stock grants under the Plan: (i) Chief Executive Officer, Lei Cao, a one-time stock award grant of 600,000 shares, (ii) acting Chief Financial Officer, Tuo Pan, a one-time stock award grant of 200,000 shares, (iii) Board member, Zhikang Huang, a one-time stock award grant of 160,000 shares, (iv) Board member, Jing Wang, a one-time stock award grant of 20,000 shares, (v) Board member, Xiaohuan Huang, a one-time stock award grant of 20,000 shares, and (vi) Board member, Tieliang Liu, a one-time stock award grant of 20,000 shares.
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Option Awards(1)
|
Name |
Number of |
Number of |
Equity |
Option |
Option |
|||||
|
Lei Cao, |
||||||||||
|
Principal Executive Officer |
— |
— |
— |
— |
— |
|||||
|
Tuo Pan, |
||||||||||
|
Acting Chief Financial Officer |
— |
— |
— |
— |
— |
|||||
|
Jing Shan, |
||||||||||
|
Chief Operating Officer |
— |
— |
— |
— |
— |
|||||
|
Xintang You, |
||||||||||
|
Chief Technology Officer |
____________
(1) Our Company has made stock awards to executive officers as in the table below.
Beneficial Ownership of Common stock
The below table reflects, as of June 30, 2021, the number of shares of common stock authorized by our shareholders to be issued (directly or by way of issuance of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees and consultants.
|
Plan category |
Number of |
Weighted- average |
Number of |
|||||
|
Equity compensation plans under the 2008 Incentive Plan approved by security holders |
2,000 |
$ |
10.05 |
47,781 |
(1) |
|||
|
Equity compensation plans under the 2014 Incentive Plan approved by security holders |
15,000 |
$ |
5.50 |
110,000 |
(1) |
|||
|
Equity compensation plans under the 2021 Incentive Plan approved by security holders |
— |
$ |
— |
10,000,000 |
|
|||
|
Equity compensation plans not approved by security holders |
— |
|
— |
— |
|
|||
____________
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The following table sets forth certain information regarding our shares of common stock beneficially owned as of September 28, 2021, for (i) each stockholder known to be the beneficial owner of 5% or more of the Company’s outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
|
Name and Address |
Title of |
Amount of |
Percentage |
||||
|
Mr. Lei Cao(1)(2) |
Common |
1,021,008 |
6.32 |
% |
|||
|
Ms. Tuo Pan(1) |
Common |
239,000 |
1.45 |
% |
|||
|
Mr. Zhikang Huang(1) |
Common |
248,000 |
1.54 |
% |
|||
|
Mr. Jing Wang(1)(3) |
Common |
46,000 |
* |
|
|||
|
Mr. Liu Tieliang(1)(4) |
Common |
46,000 |
* |
|
|||
|
Mr. Yafei Li(1) |
Common |
23,800 |
* |
|
|||
|
Mr. Jianming Li |
Common |
— |
— |
|
|||
|
Ms. Xiaohuan Huang |
Common |
20,000 |
— |
|
|||
|
Total Officers and Directors (6 individuals) |
Common |
1,643,808 |
10.18 |
% |
|||
____________
* Less than 1%.
(1) The individual’s business address is c/o Singularity Future Technology Ltd., 98 Cutter Mill Road, Suite 322, Great Neck New York 11021.
(2) Mr. Cao has received options to purchase 36,000 shares of the Company’s common stock, all of which underlying shares are reflected in this table because they have fully vested.
(3) Mr. Wang has received options to purchase 10,000 shares of the Company’s common stock, all of which underlying shares are reflected in this table because they have fully vested.
(4) Mr. Liu has received options to purchase 10,000 shares of the Company’s common stock, 8,000 of which have fully vested.
Audit Committee Report And Fees Paid to Independent Registered Public Accounting Firm
Audit Committee Report
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Audit Committee operates under a written charter approved by the Board. The charter provides, among other things, that the Audit Committee has full authority to engage the independent auditor. In discharging its oversight responsibilities regarding the audit process, the Audit Committee:
• reviewed and discussed the audited financial statements with management;
• discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;
• received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent accountant the independent accountant’s independence; and
14
• based on the review and discussions referred to above, recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission.
Respectfully submitted,
The Audit Committee of the Board
/s/ Tieliang Liu, Chairman of the Audit Committee
/s/ Jing Wang, Member of the Audit Committee
/s/ Xiaohuan Huang, Member of the Audit Committee
The foregoing Audit Committee Report does not constitute soliciting material or to be “filed” with the Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-1 through 240.14b-2 or 240.14c-1 through 240.14c-101), other than as provided in Item 407 of Regulation S-K, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r) and shall not be deemed filed or incorporated by reference into any other filing of our company under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this Audit Committee Report by reference therein.
Who served on the Audit Committee of the Board of Directors?
The members of the Audit Committee as of June 30, 2021 were Xiaohuan Huang, Tieliang Liu and Jing Wang. Each member of the Audit Committee is independent under the rules of the SEC and the NASDAQ Capital Market. The Board of Directors has determined that Mr. Liu, who is an independent director, is an “audit committee financial expert” as such term is defined in Item 401(h)(2) of Regulation S-K promulgated under the Exchange Act.
What document governs the activities of the Audit Committee?
The Audit Committee acts under a written charter, which sets forth its responsibilities and duties, as well as requirements for the Audit Committee’s composition and meetings. The Audit Committee Charter is available on the Company’s website at www.Singularity.us under Investor Relations.
How does the Audit Committee conduct its meetings?
During fiscal year 2021, the Audit Committee held telephonic meetings with senior members of the Company’s financial management team and the Company’s independent registered public accounting firm. The Audit Committee’s agenda was established by the Chairman. At each meeting, the Audit Committee reviewed and discussed various financial and regulatory issues. The Audit Committee also had private, separate sessions from time to time with representatives of Audit Alliance LLP and the Company’s controller, at which meetings candid discussions of financial management, accounting and internal control issues took place.
Does the Audit Committee review the periodic reports and other public financial disclosures of the Company?
The Audit Committee reviews each of the Company’s quarterly and annual reports, including Management’s Discussion of Results of Operations and Financial Condition. As part of this review, the Audit Committee discusses the reports with the Company’s management and considers those required communication and audit report prepared by the independent registered public accounting firm about the Company’s SEC filings, as well as related matters such as the quality (and not just the acceptability) of the Company’s accounting principles, alternative methods of accounting under generally accepted accounting principles and the preferences of the independent registered public accounting firm in this regard, the Company’s critical accounting policies and the clarity and completeness of the Company’s financial and other disclosures.
What is the role of the Audit Committee in connection with the financial statements and controls of the Company?
Management of the Company has primary responsibility for the consolidated financial statements and internal control over financial reporting. The independent registered public accounting firm has responsibility for the audit of the Company’s consolidated financial statements. The responsibility of the Audit Committee is to oversee financial and control matters, among other responsibilities fulfilled by the Committee under its charter. The Committee meets regularly with the Company’s independent registered public accounting firm, without the presence of management,
15
to ensure candid and constructive discussions about the Company’s compliance with accounting standards and best practices among public companies comparable in size and scope to the Company. The Audit Committee also regularly reviews with its outside advisors material developments in the law and accounting literature that may be pertinent to the Company’s financial reporting practices.
What has the Audit Committee done with regard to the Company’s audited financial statements for the fiscal year 2021?
The Audit Committee has reviewed and discussed the audited consolidated financial statements with the Company’s management; and discussed with Audit Alliance LLP, independent registered public accounting firm for the Company, the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 16.
Has the Audit Committee considered the independence of the Company’s auditors?
The Audit Committee has received from Audit Alliance LLP the written disclosures and the letter required to be provided to Audit Committees for fiscal year 2021, and the Audit Committee has discussed with Friedman LLP its independence. The Audit Committee has concluded that Audit Alliance LLP is independent from the Company and its management.
Has the Audit Committee made a recommendation regarding the audited financial statements for fiscal year 2021?
Based upon its review and the discussions with management and the Company’s independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the Company be included in the Company’s Annual Report on Form 10-K for fiscal year 2021.
Has the Audit Committee reviewed the fees paid to the independent registered public accounting firm during fiscal year 2021?
The Audit Committee has reviewed and discussed the fees paid to Audit Alliance LLP LLP during 2021 for audit, audit-related, tax and other services, which are set forth below under “Fees Paid to Independent Registered Public Accounting Firm.” The Audit Committee has determined that the provision of non-audit services is compatible with Audit Alliance LLP’s independence.
What is the Company’s policy regarding the retention of the Company’s auditors?
The Audit Committee has adopted a policy regarding the retention of the independent registered public accounting firm that requires pre-approval of all services by the Audit Committee.
Fees Paid to Independent Registered Public Accounting Firm
Audit Fees
During fiscal year of 2021, Audit Alliance LLP’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included in periodic reports were $225,000.
During fiscal year of 2020, Friedman LLP’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included in periodic reports were $254,000.
Audit-Related Fees
None.
Tax Fees
Tax fees paid to Rich and Bander LLP related to tax return preparation amounted to $25,000 during fiscal year of 2020.
Tax fees paid to Friedman related to tax return preparation amounted to $24,779 during fiscal year of 2020.
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All Other Fees
None.
Audit Committee Pre-Approval Policies
Before Audit Alliance LLP was engaged by the Company to render audit or non-audit services, the engagement was approved by the Company’s audit committee. All services rendered by Audit Alliance LLP have been so approved.
Compensation Committee Interlocks and Insider Participation
None of the members of the Board of Directors who served on the Compensation Committee during the fiscal year ended June 30, 2021 were officers or employees of the Company or any of its subsidiaries or had any relationship with the Company requiring disclosure under SEC regulations.
Compliance with Section 16(a) Beneficial Ownership Reporting Requirements
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended June 30, 2021, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative error, the following forms were filed late:
• Tuo Pan, Tieliang Liu, Zhikang Huang, Xiaohuan Huang, Jing Wang, and Lei Cao each filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.
• Lei Nie filed a Form 4 on August 20, 2021 to report transactions that occurred on August 13, 2021.
Availability of Form 10-K and Annual Report to Stockholders
Rules promulgated by the SEC require us to provide an Annual Report to Stockholders who receive this Proxy Statement. We will also provide copies of the Annual Report to brokers, dealers, banks, voting trustees and their nominees for the benefit of their beneficial owners of record. Additional copies of the Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (without exhibits or documents incorporated by reference), are available without charge to stockholders upon written request to Secretary, Singularity Future Technology Ltd., 98 Cutter Mill Road, Suite 322, Great Neck New York 11021 by calling (718) 888-1814 or via the Internet at http://www.singularity.us.
Shareholder Proposals
To be considered for inclusion in next year’s Proxy Statement or considered at next year’s annual meeting but not included in the Proxy Statement, shareholder proposals must be submitted in writing by November 7, 2022. All written proposals should be submitted to: Tuo Pan, Chief Financial Officer, Singularity Future Technology Ltd., 98 Cutter Mill Road, Suite 322, Great Neck New York 11021.
Other Proposed Actions
If any other items or matters properly come before the meeting, the proxies received will be voted on those items or matters in accordance with the discretion of the proxy holders.
Solicitation by Board; Expenses of Solicitation
Our Board of Directors has sent you this Proxy Statement. Our directors, officers and associates may solicit proxies by telephone or in person. We will also reimburse the expenses of brokers, nominees and fiduciaries that send proxies and proxy materials to our stockholders.
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SINGULARITY FUTURE TECHNOLOGY LTD. 98 CUTTER MILL ROAD SUITE 322 GREAT NECK, NY 11021 718-888-1814 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D67959-P68463 SINGULARITY FUTURE TECHNOLOGY LTD. 98 CUTTER MILL ROAD SUITE 322 GREAT NECK, NY 11021 718-888-1814 SINGULARITY FUTURE TECHNOLOGY LTD. The Board of Directors recommends a vote FOR the director nominee and FOR Proposals 2, 3 and 5. 1. To elect the Class III nominee named in the attached proxy statement to serve on the Board of Directors until the Annual Meeting of Shareholders for the fiscal year ending 2024 or until their successor is duly elected and qualified; 1a. John F. Levy Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Withhold For For Against Abstain Withhold For 2. To ratify the appointment of Auditor Alliance LLP as the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2022; 3. To vote on an advisory (non-binding) resolution regarding the compensation of our named executive officers; 1 Year 2 Years Abstain The Board of Directors recommends you vote 1 year on the following proposal: 3 Years ! ! ! ! 4. To vote on an advisory, non-binding resolution to approve the frequency of advisory votes on named executive officer compensation; 5. To transact any other business properly coming before the meeting. Abstain Against For Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com SINGULARITY FUTURE TECHNOLOGY LTD. Annual Meeting of Shareholders April 22, 2022 10:00 AM EDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Yang Jie and Tina Pan, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common/preferred stock of SINGULARITY FUTURE TECHNOLOGY LTD. That the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM, EDT on April 22, 2022, at 98 Cutter Mill Road, Suite 322, Great Neck, NY 11021, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side D67960-P68463