DEF 14A of Bit Digital, Inc
Filed Jun 8, 2026 · FY20250001213900-26-066338
RE-ELECTION OF DIRECTORS
RE-ELECTION OF DIRECTORS The Nominating and Corporate Governance Committee of the Board has recommended that the Board nominate, and the Board has nominated Zhaohui Deng, Erke Huang, Ichi Shih, Amanda Cassatt and Brock Pierce each to be re-elected as directors of the Company serve until the next Annual Meeting of Shareholders or until each successor is duly elected and qualified. If you appoint the chairman of the meeting as your proxy, it is the intention of the chairman to vote for the election, as directors, of each of the persons named below, unless you appoint a proxy of your choosing, or your proxy card contains contrary instructions. The Company has no reason to believe that any of the nominees will not be a candidate or will be unable to serve as director. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the chairman of the meeting has advised that they will vote for the election of such person or persons as shall be designated by the directors, unless the proxy card contains contrary instructions.
RE-ELECTION OF DIRECTORS
| Name | Age | Position | | Zhaohui Deng (1)(2)(3) | 57 | Independent Director | | Erke Huang | 36 | Chief Financial Officer and Director | | Ichi Shih (1)(2)(3) | 54 | Independent Director | | Amanda Cassatt | 33 | Director | | Brock Pierce (1)(2)(3) | 43 | Independent Director |
RE-ELECTION OF DIRECTORS
| (1) Member of the Compensation Committee with Zhaohui Deng as Chairman. |
RE-ELECTION OF DIRECTORS
| (2) Member of the Nominating and Corporate Governance Committee with Ichi Shih as Chairman. |
RE-ELECTION OF DIRECTORS
| (3) Member of the Audit Committee with Ichi Shih as Chairwoman and Audit Committee Financial Expert. |
RE-ELECTION OF DIRECTORS
The following pages set forth the names of director nominees, their respective principal occupations, positions with the Company, and brief employment history of the past five years, including the names of other publicly held companies of which each serves or has served as a director during the past five years:
Terms of Directors and Officers
Terms of Directors and Officers Our directors currently hold office until the next general meeting called for the election of directors and until their successor is duly elected or such time as they die, resign or are removed from office by a shareholders’ ordinary resolution or the unanimous written resolution of all shareholders. A director will be removed from office automatically if, among other things, the director becomes bankrupt or makes any arrangement or composition with his creditors generally or is found to be or becomes of unsound mind.
Summary Compensation Table
Summary Compensation Table The following table sets forth the cash and non-cash compensation for awarded to or earned by (i) each individual serving as our principal executive officer and principal financial officer during the fiscal years ended December 31, 2025 and 2024, and (ii) the three (3) most highly compensated individuals; and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the “named executive officers”).
Summary Compensation Table
| Name and Principal position | Year | Salary(6) | Cash Bonus | Stock Award | Stock Based Compensation(6) | Non-Equity Incentive Plan Comp | Paid Deferred Compensation Earnings | All Other Compensation | Total | | Sam Tabar, PEO(1) | 2024 | $500,000 | $1,100,000 | 945,000 | $3,222,650(5) | - | - | - | $4,822,650 | | | 2025 | $500,000 | $700,000 | 1,085,000 | $2,865,900(5) | - | - | - | $4,065,900 | | Erke Huang, CFO and Director(2)(3)(6) | 2024 | $597,963 | $1,100,000 | 1,045,000 | $3,523,650(5) | - | - | - | $5,221,613 | | | 2025 | $598,029 | $1,000,000 | 1,085,000 | $2,865,900(5) | - | - | - | $4,463,929 | | Justin Zhu, CAO, PFO and Senior VP of Finance (4) | 2025 | $293,633 | $134,750 | 60,119 | $177,088(8) | - | - | $14,728(7) | $620,199 |
Summary Compensation Table
| (1) In 2024, Mr. Tabar was awarded 945,000 RSUs pursuant to his compensation arrangement. In 2025, Mr. Tabar was awarded 1,085,000 RSUs pursuant to his compensation arrangement with Bit Digital. |
Summary Compensation Table
| (2) In connection with the initial public offering of WhiteFiber, Mr. Huang was elected to serve as the Chief Financial Officer of WhiteFiber. In light of his new job responsibilities at WhiteFiber, Mr. Huang resigned as the principal financial officer (PFO) of the Company and transitioned the role of PFO of the Company to Mr. Zhu. However, Mr. Huang retains the title of Chief Financial Officer of the Company, but will not serve as the PFO. |
Summary Compensation Table
| (3) In 2024, Mr. Huang was awarded 1,045,000 restricted share units (RSUs) pursuant to his compensation agreement. In 2025, Mr. Huang was awarded 1,085,000 RSUs pursuant to his compensation arrangement with Bit Digital. |
Summary Compensation Table
| (4) On July 25, 2025, the Board of Directors of the Company appointed Justin Zhu, the Company’s current Senior Vice President of Finance, as the Company’s Chief Accounting Officer (“CAO”) and principal financial officer (“PFO”), effective that same date. In connection with his continued role as Senior Vice President of Finance and CAO and PFO of the Company, Mr. Zhu is entitled to receive (i) an annual base salary of $300,000 and (ii) restricted share units equal to $150,000, which shall be immediately vested and issued under the Company’s 2025 Omnibus Equity Incentive Plan. On May 13, 2026 Mr. Zhu resigned as PFO of Bit Digital and was succeeded by Bryan Ng. |
Summary Compensation Table
| (5) The “Stock Based Comp” column represents the aggregate grant date fair value for RSUs granted under the Company’s 2021 Second Omnibus Equity Incentive Plan and 2023 Omnibus Equity Incentive Plan during fiscal year 2024 and 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”). See Note 2 to our consolidated financial statements for details on the assumptions used to determine the grant date fair value of the restricted stock units. As of December 31, 2025, fair value of the vested and issued RSUs, based on the closing price on the vesting date, for Messrs. Huang and Tabar were $2,865,900 and $2,865,900, respectively. As of December 31, 2024, fair value of the vested and issued RSUs, based on the closing price on the vesting date, for Messrs. Huang and Tabar were $3,523,650 and $3,222,650, respectively. |
Summary Compensation Table
| (6) This table includes that portion of the named executive officer’s base salary pursuant to the named executive officer’s employment agreement with Bit Digital allocated to WhiteFiber by Bit Digital pursuant to the terms and conditions of the Transition Services Agreement entered into in connection with the WhiteFiber IPO and such allocations were reported by WhiteFiber in its Annual Report on Form 10-K. |
Summary Compensation Table
| (7) The amount reported in this column reflects 401(k) Plan matching contributions of $14,000 and fringe benefit of $728 for Mr. Zhu. |
Summary Compensation Table
| (8) The “Stock Based Comp” column represents the aggregate grant date fair value for RSUs granted under the Company’s 2021 Second Omnibus Equity Incentive Plan and 2023 Omnibus Equity Incentive Plan during fiscal year 2024 computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”). See Note 2 to our consolidated financial statements for details on the assumptions used to determine the grant date fair value of the restricted stock units. As of December 31, 2025, fair value of the vested and issued RSUs, based on the closing price on the vesting date, for Mr. Zhu was $177,088. This amount includes the fair value of the vested RSUs issued in 2024 of $27,088. This amount excludes the fair value of the issued and vested RSUs in 2025 by WhiteFiber for services provided by Mr. Zhu to WhiteFiber. |
Summary Compensation Table
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | | Grant | Number of Securities Underlying Unexercised Options | | Option Exercise | Option Expiration | No. of Shares or Units of Stock that Have Not | Market Value of Shares or Units of Stock that Have Not | Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not | | Name | Date | Exercisable | Un-exercisable | Price ($) | Date | Vested | Vested ($) | Vested | Vested | | Sam Tabar | | | | | | - | - | - | - | | Erke Huang | | | | | | - | - | - | - | | Justin Zhu | 3/16/2024 | | | | | 3,125 | 5,906 | - | - |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Board did not consider the pay versus performance disclosure below in making its pay decisions for the year shown. For the most recently completed fiscal year, as a smaller reporting company, the Company was exempt from providing peer group total shareholder return (TSR) and did not use any “financial performance measures” as defined Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a “Company-Selected Measure” or “Peer Group TSR” as defined in Item 402(v) of Regulation S-K. As described in more detail above under “Summary Compensation Table,” the Company’s executive compensation program reflects a performance-driven compensation philosophy and the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Pay Versus Performance Disclosure
| Year(1) | Summary Compensation Table Total for PEO Tabar(2) | Summary Compensation Table Total for Former PEO Bullet(2) | Compensation Actually Paid to PEO Tabar(3) | Compensation Actually Paid to PEO Bullet(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR”)(6) | Net Income (Loss) (in actuals, USD)(7) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (h) | | 2025 | $4,065,900 | Not applicable | $4,065,900 | Not applicable | $2,542,064 | $2,449,458 | $(68.26) | $(80,316,584) | | 2024 | $4,822,650 | Not applicable | $4,822,650 | Not applicable | $3,435,542 | $3,341,054 | $(51.81) | $28,305,810 | | 2023 | $1,614,500 | $1,125,000 | $1,614,500 | $1,125,242 | $1,830,730 | $1,830,850 | $(30.43) | $(13,893,281) |
Pay Versus Performance Disclosure
| (1) We were a smaller reporting company pursuant to Rule 405 of the Securities Act through December 31, 2025, and as such, we are only required to include information for the past three fiscal years in this table. |
Pay Versus Performance Disclosure
| (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for Sam Tabar (our CEO from March 31, 2023) and Bryan Bullett (our former CEO until March 31, 2023). The “Total” column of the Summary Compensation Table (“SCT”) refers to “Executive Compensation — Summary Compensation Table for Fiscal 2025, 2024, and 2023 herein. |
Pay Versus Performance Disclosure
| (3) The dollar amounts reported for Compensation Actually Paid (“CAP”) in column (c) reflects the total compensation reported in column (b) for the applicable year adjusted to include or exclude the amounts shown in the tables below for the Company’s PEOs, as computed in accordance with Item 402(v) of Regulation S-K: |
Pay Versus Performance Disclosure
| Reconciliation of SCT to CAP – PEO Tabar | | | | | | | | | Equity Award Adjustments | | | | | | | Deduct: | Add: | | | | Fiscal Year | Summary Compensation Table Total for PEO Tabar | Value of Equity Awards Reported in Summary Compensation Table | Vesting Date Fair Value of Awards Granted and Vested During the Year | Total Equity Award Adjustments | Compensation Actually Paid to PEO | | | ($) | ($)(a) | ($)(b) | ($)(b) | ($) | | 2025 | 4,065,900 | (2,865,900) | 2,865,900 | 2,865,900 | 4,065,900 | | 2024 | 4,822,650 | (3,222,650) | 3,222,650 | 3,222,650 | 4,822,650 | | 2023 | 1,614,500 | (1,239,500) | 1,239,500 | 1,239,500 | 1,614,500 |
Pay Versus Performance Disclosure
| (a) The amount in this column corresponds with the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” for our PEO Tabar as reported in our Summary Compensation Table above. |
Pay Versus Performance Disclosure
| (b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in these columns were determined by reference to the closing price of our Ordinary Shares on the applicable vesting date. |
Pay Versus Performance Disclosure
| Reconciliation of SCT to CAP – Former PEO Bullett | | | | | | | | | Equity Award Adjustments | | | | | | | Deduct: | Add/(Deduct): | | | | Fiscal Year | Summary Compensation Table Total for PEO Bullett | Year Over Year Change in Fair Value of Outstanding and Unvested Awards | Change in Fair Value of Awards Granted in Prior Years which Vested During the Year | Total Equity Award Adjustments | Compensation Actually Paid to PEO | | | ($) | ($)(a) | ($)(a) | ($)(a) | ($) | | 2023 | 1,125,000 | — | 242 | 242 | 1,125,242 |
Pay Versus Performance Disclosure
| (a) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in these columns were determined by reference to the closing price of our Ordinary Shares on the applicable year end date and/or vesting date. |
Pay Versus Performance Disclosure
| (4) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation — Summary Compensation Table for Fiscal 2025, 2024 and 2023” herein. The NEO (excluding our PEO) included for purposes of calculating the average amounts in each applicable year is Erke Huang for Fiscal 2025, 2024 and 2023; Sam Tabar for Fiscal 2023 until March 30, 2023, Thomas Sanfilippo for Fiscal 2024 and Justin Zhu for Fiscal 2025. |
Pay Versus Performance Disclosure
| (5) The dollar amounts reported in column (e) reflect the average compensation reported in column (d) for the applicable year adjusted to include or exclude the amounts shown in the tables below for the Company’s NEOs, as computed in accordance with Item 402(v) of Regulation S-K: |
Pay Versus Performance Disclosure
| Reconciliation of Average Summary Compensation Table Total Compensation for Non-CEO NEOs to CAP | | | | | | | | | | | | Equity Award Adjustments | | | | | | | | | | Deduct: | Add: | Deduct: | Add: | Add/(Deduct): | | | | Fiscal Year | Average Summary Compensation Table Total for Non-CEO NEOs | Value of Equity Awards Reported in Summary Compensation Table | Year End Fair Value of Awards Granted During the Year which were Unvested at Year End | Year Over Year Change in Fair Value of Outstanding and Unvested Awards | Vesting Date Fair Value of Awards Granted and Vested During the Year | Change in Fair Value of Awards Granted in Prior Years which Vested During the Year | Total Equity Award Adjustments | Average Compensation Actually Paid to Non-CEO NEOs | | | ($) | ($)(a) | ($)(b) | ($)(b) | ($)(b) | ($)(b) | ($) | ($) | | 2025 | 2,542,064 | (1,521,494) | — | (1,563) | 1,432,950 | (2,500) | 1,428,888 | 2,449,458 | | 2024 | 3,435,542 | (2,485,519) | 629,206 | — | 1,761,825 | — | 2,391,031 | 3,341,054 | | 2023 | 1,830,730 | (2,038,250) | — | — | 2,038,250 | 121 | 2,038,371 | 1,830,850 |
Pay Versus Performance Disclosure
| (a) The amount in this column corresponds with the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” for our non-PEO NEOs as reported in our Summary Compensation Table above. |
Pay Versus Performance Disclosure
| (b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in these columns were determined by reference to the closing price of our Ordinary Shares on the applicable year end date and/or vesting date. |
Pay Versus Performance Disclosure
| (6) The Company did not pay any dividends on Ordinary Shares during the measurement period. Accordingly, cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance Disclosure
| (7) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. The Company does not use net (loss) income as a performance measure in its executive compensation program. |
Compensation Actually Paid and Performance Measures
Compensation Actually Paid and Performance Measures The charts below show, for the past three years, the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs as a group to (i) the Company’s cumulative TSR; and (ii) the Company’s net loss. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing
Director Compensation
Director Compensation The remuneration of our directors shall from time to time be determined by the Company in a general meeting. Each director is entitled to be repaid or prepaid for all traveling, hotel and other expenses incurred by them in going to, attending and returning from meetings of our board of directors or committees of our board of directors or general meetings or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the directors from time to time, or a combination partly of one such method and partly the other. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of directors may exercise all the powers of the company as are not, by the Companies Act or our articles of association, required to be exercised by the Company in general meeting, subject nevertheless, to any clause of our articles of association and the provisions of the Companies Act. In the future we may grant restricted share units or options to our directors to purchase Ordinary Shares as determined by our Board of Directors or a compensation committee. The Board of Directors may also review and determine the form and amount of directors’ compensation, including cash, equity based awards and other director compensation to maintain a transparent and readily understandable director compensation which ensures that the directors continue to receive fair and appropriate compensation for the time commitment required to discharge their duties for a company of our size. On December 8, 2023 the Company entered into a Director Agreement with Ms. Ichi Shih as an independent director and Chair of the Audit Committee, as well as a member of the Compensation and Nominating and Corporate Governance Committee. Ms. Shih was paid $20,000 per annum on a quarterly basis with a grant of 30,000 Restricted Share Units. On February 19, 2026, the Board of Directors of the Company approved the Director Agreement by and between the Company and Ms. Ichi Shih, dated as of December 8, 2025 (the “Effective Date”). Pursuant to the Director Agreement, Ms. Shih was reappointed as an independent member of the Board of Directors of the Company effective as of the Effective Date. Ms. Shih also serves as Chair of the Audit Committee of the Board of Directors. The Agreement is for a one-year term, automatically renewable for a one-year period, unless cancelled by either party upon written notice of at least 60 days. Under the current agreement agreed Ms. Shih is being paid $120,000 per annum, paid monthly. The agreement provides for a 12-month non-competition provision from the termination date and three years for non-solicitation from the termination date. On December 10, 2025, the Company entered into a Director Agreement with Amanda Cassatt, pursuant to which Ms. Cassatt has served as a director of the Company since January 1, 2026 and received a grant of $200,000 in value of 84,388 Restricted Share Units (“RSUs”), effective the effective date of this Director Agreement, pursuant to the Bit Digital 2025 Omnibus Equity Incentive Plan (the “Plan”), vesting 50% upon the date of grant, 25% three months thereafter and 25% six months following the date of grant. The Director and the Company agree that all RSUs were issued to Mango Sticky Rice Limited, an entity controlled by Ms. Cassatt. In addition, on June 18, 2025, the Company entered into a Consulting Agreement with Serotonin Inc. Ms. Cassatt is a principal of Serotonin Inc. and has an interest in this arrangement. The Consulting Agreement is for a six-month term expiring December 18, 2025, and is automatically renewable for additional consecutive six (6) month terms unless terminated by either party on at least 30 days’ prior written notice. The agreement is also terminable for cause (as defined in the Consulting Agreement). Serotonin assigned to the Company all right, title and interest worldwide to all work product (as defined in the Consulting Agreement). The agreement includes a non-solicitation provision for one-year following termination. The Company is paying Serotonin Inc. a monthly cash retainer fee of $30,000. The Company entered into an agreement effective May 1, 2025 to ZhaoHui Deng’s Director Agreement dated September 7, 2020. Under the Agreement, Mr. Deng is being paid a director’s fee of $150,000 paid quarterly. The Agreement provides for a 12-month non-competition provision from the termination date and three years for non-solicitation from the termination date. On December 9, 2025, Mr. Deng transitioned from Chaiman of the Board to an independent director. As an independent director, Brock Pierce, through an entity for which he serves on the Company’s Board, was awarded 20,000 RSUs with immediate vesting pursuant to the Company’s 2021 Omnibus Equity Incentive Plan. He will be provided with additional compensation for any renewal of at least the initial 20,000 RSUs award. He is eligible for additional compensation, from time to time, at the discretion of the Board. His term was one year and has been renewed for a one-year renewal year by a majority of the shareholders of the Company at each subsequent Annual General Meeting As recommended by the Company’s Nominating and Corporate Governance Committee, the Company entered into a Director Agreement with Jiashu (Bill) Xiong (“Xiong”), pursuant to which Xiong was elected as a member of the Company’s Board of Directors, effective October 13, 2023. Mr. Xiong On December 7, 2025 Mr. Xiong resigned from the Board of Directors, effective January 1, 2026. For a period of three (3) years from termination of the Director Agreement, Mr. Xiong is prohibited from interfering with the Company’s relationship with or seek to have any employee or customer of the Company leave the Company. See “Employment Agreements” for information concerning the compensation of Mr. Tabar, Mr. Huang, Mr. Zhu, Ms. Shih and Ms. Cassatt. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which each independent director had, or will have, a direct or indirect material interest.
Director Compensation Table –Fiscal Year 2025
Director Compensation Table –Fiscal Year 2025 The following table sets forth compensation paid by Bit Digital to members who served on the Bit Digital Board of Directors during fiscal 2025.
Director Compensation Table –Fiscal Year 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation | Total ($) | | Erke Huang(2) | 4,000 | - | - | - | 4,000 | | Zhaohui Deng | 101,333 | - | - | - | 101,333 | | Ichi Shih | 26,452 | - | - | - | 26,452 | | Brock Pierce | - | 112,800 | - | - | 112,800 | | Jiashu (Bill) Xiong(4) | 4,000 | - | - | - | 4,000 | | Amanda Cassatt | - | 200,000 | - | 207,143(3) | 407,143 |
Director Compensation Table –Fiscal Year 2025
| (1) The “Stock Awards” column represents the aggregate grant date fair value for RSUs granted under Bit Digital’s equity incentive plans during fiscal year 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”). See Note 2 to Bit Digital’s combined financial statements for details on the assumptions used to determine the grant date fair value of these awards. |
Director Compensation Table –Fiscal Year 2025
| (2) See “2025 Compensation of Named Executive Officers” for information concerning all compensation paid to Mr. Huang as Chief Financial Officer of Bit Digital. |
Director Compensation Table –Fiscal Year 2025
| (3) The “All Other Compensation” column represents the consulting fees to Serotonin Inc. in 2025 pursuant to the Consulting Agreement dated June 18, 2025. Ms. Cassatt is a principal of Serotonin Inc. and has an interest in this arrangement. |
Director Compensation Table –Fiscal Year 2025
| (4) Mr. Xiong resigned from the Board of Directors December 7, 2025, effective January 1, 2026. |
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers The Company’s outstanding 1,000,000 Preference Shares are owned by Geney Development Limited (“Geney”). Geney is owned seventy (70%) percent by Zhaohui Deng a director and our former Chairman of the Board and thirty (30%) percent is beneficially owned by Erke Huang, our Chief Financial Officer and a director of the Company. For this Annual Meeting, Geney’s one million Preference Shares will count as one million shares when determining whether one-third of the total issued share capital of the Company is present in person or by proxy in order to establish a quorum. However, if this Proposal is adopted, Geney’s presence at a general meeting will generally count as 50 million votes when determining whether shareholders holding shares in the capital of the Company carrying the right to cast not less than one-third of the total votes capable of being cast at the meeting are present in person or by proxy in order to establish a quorum (with each Ordinary Share entitling the holder thereof to one vote per share). The Board has determined that this amendment to the Articles will allow the Company to operate in a more effective manner.
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS
| 62.(a) | The names of the first Directors shall be determined in writing by the subscribers of the Memorandum of Association. |
DIRECTORS AND OFFICERS
| (b) Notwithstanding any provision in these Articles to the contrary, a sole Director shall be entitled to exercise all of the powers and functions of the Directors which may be conferred on them by Law or by these Articles. |
DIRECTORS AND OFFICERS
| 63. | The remuneration of the Directors shall from time to time be determined by the Company in general meeting. The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other. |
DIRECTORS AND OFFICERS
| 64. | No shareholding qualification shall be required for Directors unless otherwise required by the Company by Ordinary Resolution. |
DIRECTORS AND OFFICERS
| 65. | Any Director may in writing appoint another person who is approved by the majority of the Directors to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present, and where he is a Director, to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time, in writing, revoke the appointment of an alternate appointed by him and such appointment shall be revoked automatically if the appointor of the alternate ceases to be a Director at any time. Every such alternate shall be an officer of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. |
DIRECTORS AND OFFICERS
| 66. | The Directors may by resolution, appoint one of their number to be President upon such terms as to duration of office, remuneration and otherwise as they may think fit. |
DIRECTORS AND OFFICERS
| 67. | The Directors may also by resolution appoint a Secretary and such other officers as may from time to time be required upon such terms as to duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide. |