Armlogi (BTOC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 19, 2024, to be held virtually, with a record date of October 24, 2024.

• Key proposals include electing five directors and ratifying the appointment of ZH CPA, LLC as the independent auditor for fiscal 2025.

• Fiscal year 2024 highlights: revenue rose 23.6% to $167.0 million, gross margin decreased to 10.8%, and net income dropped 46.5% to $7.4 million.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors and ratifying ZH CPA, LLC as auditor.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholders may submit proposals for the 2025 meeting by June 15, 2025.

Board of directors and corporate governance

• Board consists of five directors, three of whom are independent.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each fully independent.

• Board diversity: 20% female, 60% independent, and one financial expert.

• Chairman and CEO roles are combined; no lead independent director.

• Code of Ethics and anti-hedging policy in place.