Armlogi (BTOC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 4, 2025, to be held virtually, with a record date of October 20, 2025.

• Key proposals include electing five directors and ratifying the appointment of ZH CPA, LLC as the independent auditor for fiscal 2026.

• Fiscal year 2025 saw revenue rise 14% to $190.4 million, but a net loss of $15.3 million was reported, with a negative gross margin due to increased costs.

• Cash and cash equivalents at year-end totaled $13.6 million.

Voting matters and shareholder proposals

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

• The board recommends voting FOR all director nominees and FOR the auditor ratification.

• Proposals require a plurality (directors) or majority (auditor) of votes cast for approval.

• No appraisal rights are available for dissenting shareholders.

• Shareholder proposals for the 2026 meeting must be submitted by June 15, 2026.

Board of directors and corporate governance

• The board consists of five directors, three of whom are independent.

• Aidy Chou serves as CEO and Chairman; the board does not separate these roles.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each chaired by an independent director.

• The board and committees acted by unanimous written consent in fiscal 2025.

• A Code of Ethics and Insider Trading Policy are in place.