UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments of Certificate of Incorporation.
On August 11, 2022, at the 2022 annual meeting of stockholders (the “Annual Meeting”), TD Holdings, Inc.’s (the “Company” “we” or “our”) stockholders approved and adopted an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio of no less than one-for-five to no more than one-for-ten, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse split to be determined by our board of directors (the “Board”), in its discretion, prior to August 12, 2022 (the “Reverse Stock Split”). The Reverse Stock Split is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on August 1, 2022. Promptly following the Annual Meeting, a reverse stock split ratio of one-for-five was determined and approved by our Board.
Subsequently on August 11, 2022, we filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of State of Delaware to effect the reverse stock split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Immediately following the effectiveness of the reverse stock split, (i) every five (5) shares of our issued and outstanding common stock are combined and converted into one (1) share of issued and outstanding common stock, and the total outstanding shares of common stock are reduced from approximately 275.6 million to approximately 55.1 million; (ii) the number of authorized shares and the par value per share remain unchanged; and (iii) no fractional shares has been issued in connection with the reverse stock split and any fractional shares resulting from the reverse stock split are rounded up to the nearest whole share. We expect that our common stock will begin trading on a reverse stock split-adjusted basis in the week of August15th.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 11, 2022, the Company held the its 2022 Annual Meeting. The number of shares of common stock entitled to vote at the Annual Meeting was 275,612,065 shares. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 171,475,050 shares. At the Annual Meeting, the following proposals were presented to a vote of the stockholders at the Annual Meeting and received the votes indicated:
1. | Election of Directors |
To elect each of Renmei Ouyang, Tianshi (Stanley) Yan, Xiangjun Wang, Heung Ming (Henry) Wong, Donghong Xiong as a member of our Board, each to serve for a term until the next annual meeting of stockholders or until his or her successor is elected and qualified.
FOR | AGAINST | WITHHELD | ABSTAIN | |||||||||||||
Renmei Ouyang | 171,354,388 | 0 | 120,662 | 0 | ||||||||||||
Tianshi (Stanley) Yang | 171,291,308 | 0 | 183,742 | 0 | ||||||||||||
Xiangjun Wang | 171,292,112 | 0 | 182,938 | 0 | ||||||||||||
Heung Ming (Henry) Wong | 171,291,780 | 0 | 183,270 | 0 | ||||||||||||
Donghong Xiong | 171,280,386 | 0 | 194,664 | 0 |
Accordingly, each such person has been duly elected as a director to hold such office until the next annual meeting of stockholders or until his successor is elected and qualified.
2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
To ratify the appointment of Audit Alliance LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
FOR | AGAINST | ABSTAIN/WITHHELD | ||||||||
171,313,065 | 81,956 | 80,029 |
Accordingly, the appointment of Audit Alliance LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 has been approved and ratified.
3. | Approval of Certificate of Amendment of Certificate of Incorporation |
To approve and adopt the Company’s Certificate of Amendment to effect the Reverse Stock Split.
FOR | AGAINST | ABSTAIN/WITHHELD | ||||||||
170,112,928 | 1,294,618 | 67,504 |
Accordingly, the Certificate of Amendment has been approved and adopted by our shareholders.
Item
9.01 Financial Statements and Exhibits.
3.1 | Certificate of Amendment of Certificate of Incorporation filed on August 11, 2022 with the Secretary of State of State of Delaware |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TD Holdings, Inc. | ||
Date: August 12, 2022 |
By: | /s/ Renmei Ouyang |
Name: Renmei Ouyang Title: Chief Executive Officer |
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