Marwynn Holdings (MWYN) Proxy filing summary

Executive summary

• Four proposals: elect five directors, ratify Enrome LLP for FY ending Apr. 30, 2027, expand authorized common shares to 2 billion, and raise designated Series A shares to 700,000; the board recommends FOR all.

• Yin Yan held approximately 90.85% of voting power as of the record date, based on 135,000 Series A shares carrying 1,000 votes each.

Voting matters and shareholder proposals

• Director election requires a plurality; five nominees receiving the most FOR votes win. Abstentions and broker non-votes have no effect.

• Auditor ratification requires a majority of voting power present and entitled to vote; abstentions count AGAINST.

• Each charter amendment requires majority approval of outstanding voting power; abstentions and broker non-votes count AGAINST. Proposals 3 and 4 are not interdependent.

• Stockholder notices for the 2027 annual meeting generally must arrive 90–120 days before the 2026 meeting anniversary; Rule 14a-19 notice is due 60 days before that anniversary, subject to meeting-date changes.

Board of directors and corporate governance

• Five directors stand for one-year terms; Yin Yan is chair, CEO and president. Yan and CFO/director Shengnan Xu are non-independent; the other three directors are independent.

• Nasdaq controlled-company exemptions are used; compensation and nominating committees are not fully independent, and independent director oversight of nominations is not required.

• CEO and chair roles are combined; the board cites operating knowledge and decision-making efficiency, with the chair and directors jointly overseeing management and risk.

• FY2026 board and committee actions were taken by written consent, with no formal meetings; a formal board meeting and independent-director executive session were intended after the annual meeting.