Toppoint (TOPP) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 24, 2026, to be held virtually, with voting available online, by phone, or by mail.

• Board recommends voting in favor of all proposals, including reverse stock split, reincorporation, increase in authorized shares, director elections, and adjournment if needed.

• Record date for voting is August 7, 2026, with 24,700,000 shares outstanding as of that date.

Voting matters and shareholder proposals

• Proposal 1: Authorize Board to effect one or more reverse stock splits (1-for-2 to 1-for-900) over three years, to maintain NYSE American listing and improve liquidity.

• Proposal 2: Reincorporate from Nevada to Delaware, citing legal and governance advantages.

• Proposal 3: Increase authorized common shares from 300,000,000 to 1,000,000,000 to provide flexibility for future capital needs.

• Proposal 4: Elect five directors to serve until 2027; nominees are Hok C Chan, Pei Zhang, Chung Ming Bruce Hui, Anthony Kwong, and Christy Tarala.

• Proposal 5: Adjourn meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of five directors, with three deemed independent under NYSE American rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Board and committee charters, code of ethics, and governance documents are available on the company website.

• Annual board and committee self-evaluations are conducted.