UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
November 15, 2024
Commission
File Number: 001-41901
J-LONG
GROUP LIMITED
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
Flat
F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
(Address of principal executive offices)
Edwin
Chun Yin Wong, Chief Executive Officer
Telephone:
+852 3693 2110
Email:
edwin.wong@j-long.com
Flat
F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
Indicate
by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
ANNUAL
GENERAL MEETING OF MEMBERS
J-Long
Group Limited, a Cayman Islands exempt company (the “Corporation” or “JL”), held its Annual General Meeting of
Members at 11:00 a.m., local time, on November 15, 2024, at the office of the Corporation located at Flat F, 8/F, Houston Industrial
Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong, for the following purposes:
| (1) |
To
elect the following five (5) persons to serve as directors of the Corporation in their respective capacities until the next annual
general meeting of Shareholders and thereafter until their successors shall have been elected and qualified: (i) Danny Tze Ching
Wong, Chairman of the Board; (ii) Edwin Chun Yin Wong, Executive Director; (iii) Chan Sui Sum, Independent non-Executive Director;
(iv) Pun Yiu Candy Alice, Independent non-Executive Director; and (v) Nathaniel Clifton Chan, Independent non-Executive Director.
|
| |
|
| (2) |
To
approve a share consolidation (the “Reverse Stock Split”) of the Corporation’s issued ordinary shares in a range
from 1 for 1.5 to 1 for 10 ordinary shares (the “Range”), provided that the Board of Directors may, in its sole and absolute
discretion elect to either: (i) not effect the Reverse Stock Split; or (ii) effect the Reverse Stock Split so long as the Reverse
Stock Split is within the Range as specified; and further the Board of Directors shall have the authority, but not the obligation,
in its sole discretion and without any further action on the part of the Members to effect the Reverse Stock Split within the Range
at any time after November 15, 2024 following approval of the Reverse Stock Split by the Members when it believes the Reverse Stock
Split to be most advantageous and in the best interests of the Corporation; |
| |
|
| (3) |
To
ratify the appointment of appointment of ZH CPA, LLC as the Corporation’s independent registered public accounting firm for the
fiscal year ending March 31, 2025 |
| (4) |
To consider and act upon such other business as may properly come before the Meeting or any adjournments thereof. |
Only
Members of record at the close of business on October 15, 2024 were entitled to notice of and to vote at the Meeting.
RESULTS
OF THE ANNUAL GENERAL MEETING OF MEMBERS
On
November 15, 2024, the Corporation’s Annual General Meeting of Members was held at 11:00 a.m., local time, at the office of the
Corporation located at Flat F, 8/F, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong. The results
of the Annual Meeting were as follows:
| 1. |
The following five (5) persons were elected to serve as directors of the Corporation until the next annual meeting of Shareholders and thereafter until their successors shall have been elected and qualified: (i) Danny Tze Ching Wong, as Chairman of the Board; (ii) Edwin Chun Yin Wong, as an Executive Director; (iii) Chan Sui Sum, as an Independent non-Executive Director; (iv) Pun Yiu Candy Alice, as an Independent non-Executive Director; and (v) Nathaniel Clifton Chan, as an Independent non-Executive Director; e |
| |
|
| 2. |
At the AGM, the members of the Company approved and ratified a resolution granting authority to the Board of Directors to effect a share consolidation (the “Reverse Stock Split”) of the Company’s issued and outstanding ordinary shares in a range from 1 for 1.5 to 1 for 10 ordinary shares (the “Range”), provided that the Board in its sole and absolute discretion may elect to either: (i) not effect the Reverse Stock Split; or (ii) effect the Reverse Stock Split so long as the Reverse Stock Split is within the Range as specified; and further the Board of Directors had the authority, but not the obligation, in its sole discretion and without any further action on the part of the Members to effect the Reverse Stock Split within the Range at any time after the AGM, when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Corporation. |
| |
|
| 3. |
The appointment of ZH CPA, LLC as the Corporation’s independent registered public accounting firm for the fiscal year ending March 31, 2025 was duly approved and ratified. |
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
J-LONG
GROUP LIMITED |
| |
(Registrant)
|
| |
|
| Date:
November 22, 2024 |
By: |
/s/ Edwin Chun Yin Wong |
| |
|
Edwin
Chun Yin Wong,
Chief Executive Officer |
3
Exhibit 99.1
J-LONG GROUP LIMITED
NOTICE OF ANNUAL GENERAL MEETING
OF THE MEMBERS
TO BE HELD ON NOVEMBER 15, 2024, AT 11:00 AM (LOCAL TIME)
Notice is
hereby given (“Notice”) that an annual general meeting of the Members (the “Members”) of J-Long Group Limited,
a Cayman Islands corporation (the “Corporation” or “J-Long”), will be held at 11:00 AM, local time, on November
15, 2024, at the offices of the Corporation located at Flat F, 8/F, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New
Territories, Hong Kong, and any adjournments or postponements thereof (the “Annual General Meeting”) for the following purposes:
1. To elect
the following five (5) persons to serve as directors of the Corporation in their respective capacities until the next annual meeting
of Members and thereafter until their successors shall have been elected and qualified: (i) Danny Tze Ching Wong, Chairman of the Board;
(ii) Edwin Chun Yin Wong, Executive Director; (iii) Chan Sui Sum, Independent non-Executive Director; (iv) Pun Yiu Candy Alice, Independent
non-Executive Director; and (v) Nathaniel Clifton Chan, Independent non-Executive Director;
2. To approve a share consolidation (the “Reverse Stock Split”) of the Corporation’s issued ordinary shares in a range from 1 for 1.5 to 1 for 10 ordinary shares (the “Range”), provided that the Board of Directors may, in its sole and absolute discretion elect to either: (i) not effect the Reverse Stock Split; or (ii) effect the Reverse Stock Split so long as the Reverse Stock Split is within the Range as specified; and further the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the Members to effect the Reverse Stock Split within the Range at any time after November 15, 2024 following approval of the Reverse Stock Split by the Members when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Corporation;
3. To ratify the appointment of ZH CPA, LLC as the Corporation’s independent registered public accounting firm for the fiscal year ending March 31, 2025; and
4. To
consider and act upon such other business as may properly come before the Annual General Meeting.
Only Members
of record at the close of business on October 15, 2024, shall be entitled to notice of and to vote at the Annual General Meeting. All
Members are cordially invited to attend the Annual General Meeting in person. Regardless of your plan to attend/not attend the Annual
General Meeting, please vote either by phone or over the Internet or complete the enclosed proxy card and sign, date and return it promptly.
Sending in your proxy will not prevent you from voting in person at the Annual General Meeting.
We have elected
to furnish proxy materials to our Members on the Internet. We believe this approach will allow us to provide our Members with the appropriate
information while lowering costs to the Corporation. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials
(the “Internet Notice”) to our Members of record and beneficial owners. All Members will have the ability to access the proxy
materials on a website referred to in the Internet Notice. Instructions on how to access the proxy materials over the Internet or to request
a printed copy may be found on the Internet Notice.
The Corporation’s
annual report on Form 20-F for fiscal year ended March 31, 2024, including its complete audited financial statements, as filed with the
United States Securities and Exchange Commission (the “SEC”), is available from the Corporation without charge upon written
request to at the corporate offices of the Corporation at Flat F, 8/F, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan,
New Territories, Hong Kong. The Corporation’s annual report on Form 20-F and other documents filed or submitted to the SEC, including
its recent registration statement on Form F-1, are also available from the SEC’s website at www.sec.gov.
By Order of the Board of Directors
Danny Tze Ching Wong, Chairman
of the Board
Hong Kong
October 17, 2024
QUESTIONS AND ANSWERS
RELATING TO THE SPECIAL GENERAL MEETING
Why did I receive these materials?
Our Members
as of the close of business on October 15, 2024, which we refer to as the “Record Date,” are entitled to vote at our Annual
General Meeting of Members, which will be held on November 15, 2024. As a Member, you are invited to attend the Annual General Meeting
and are requested to vote on the items of business described in this proxy statement. This proxy statement provides notice of the Annual
General Meeting, describes the proposals presented for Member action, and includes other information about the Corporation. The accompanying
proxy card enables Members to vote on the matters without having to attend the Annual General Meeting in person.
The cost
of soliciting these proxies, consisting of the printing, handling, and mailing of the proxy and related material, and the actual expense
incurred by brokerage houses, custodians, nominees, and fiduciaries in forwarding proxy materials to the beneficial owners of the shares
of ordinary stock, will be paid by the Corporation.
In order
to assure that there is a quorum, it may be necessary for certain officers, directors, regular employees, and other representatives of
the Corporation to solicit proxies by telephone, facsimile, or in person. These persons will receive no extra compensation for their services.
Who is entitled to vote at the Annual General Meeting?
Only Members
of record at the close of business on the Record Date are entitled to receive notice of and to participate in the Annual General Meeting.
If you were a Member of record on the Record Date, you would be entitled to vote all of the ordinary shares that you held on that date
at the Annual General Meeting or any postponements or adjournments of the Annual General Meeting.
How many votes do I have?
You will
be entitled to one vote for each outstanding ordinary share you own as of the Record Date. As of the Record Date, there were 31,400,000
ordinary shares issued and outstanding and eligible to vote.
How many ordinary shares must be present or represented
to conduct business at the Annual General Meeting?
The presence,
in person or by proxy, of the holders of one-third of the issued and outstanding ordinary shares is necessary to constitute a quorum at
the Annual General Meeting. Based on the number of ordinary shares issued and outstanding on the Record Date, the holders of our ordinary
shares representing at least 10,466,667 votes will be required to establish a quorum. Proxies received but marked as abstentions, votes
withheld, and broker “non-votes” will be included in the calculation of the number of votes considered present at the Annual
General Meeting. Abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence
or absence of a quorum. A broker “non-vote” occurs when a broker holding shares for a beneficial owner votes on one proposal
but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power
and has not received instructions from the beneficial owner.
How can I vote my ordinary shares in person at the Annual
General Meeting?
Ordinary shares
held in your name as the Member of record may be voted by you in person at the Annual General Meeting. Ordinary shares held by you beneficially
in “street name” through a broker, bank, or other nominee may be voted by you in person at the Annual General Meeting only
if you obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the ordinary shares.
How can I vote my ordinary shares without attending the
Annual General Meeting?
Whether you
hold shares directly as the Member of record or beneficially in “street name,” you may direct how your ordinary shares are
voted without attending the Annual General Meeting. If you are a Member of record (that is if your ordinary shares are registered directly
in your name with our transfer agent), you must complete and properly sign and date the accompanying proxy card and return it to us and
it will be voted as you direct. If you are a Member of record and attend the Annual General Meeting, you may deliver your completed proxy
card in person. If you hold ordinary shares beneficially in “street name,” you may vote by submitting voting instructions
to your broker, bank, or other nominee.
Can I vote by telephone or electronically?
If you are
a Member of record, you may vote by telephone or electronically through the Internet, by following the instructions included with your
proxy card. If your ordinary shares are held in “street name,” please check your proxy card or contact your broker, bank,
or other nominee to determine whether you will be able to vote by telephone or electronically and the deadline for such voting.
Can I change my vote after I return my proxy card?
Yes. If you
are a Member of record, you may revoke or change your vote at any time before the proxy is exercised by delivering a notice of revocation
to our Secretary at Flat F, 8/F, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong, or by signing
a proxy card bearing a later date, or by attending the Annual General Meeting and voting in person.
For ordinary
shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker,
bank, or other nominee or, if you have obtained a legal proxy from your broker, bank, or other nominee giving you the right to vote your
ordinary shares, by attending the Annual General Meeting and voting in person. In either case, the powers of the proxy holders will be
suspended if you attend the Annual General Meeting in person and so request, although attendance at the Annual General Meeting will not
by itself revoke a previously granted proxy.
Who counts the votes?
Votes will
be counted and certified by our transfer agent, V Stock Transfer, LLC (“V Stock”); however, no representatives of V Stock
will attend the Annual General Meeting, and Henry F. Schlueter, our United States securities counsel, will serve as the Judge of Election.
As the Judge of Election, Mr. Schlueter will certify the final vote count at the Annual General Meeting. If you are a Member of record,
your signed proxy card is returned directly to VStock for tabulation. If you hold your ordinary shares in “street name” through
a broker, bank, or other nominee, your broker, bank, or other nominee will return one proxy card to VStock on behalf of its clients.
What are the Board of Directors’ recommendations?
Unless you give
other instructions on your proxy card, the person named as proxy holder on the proxy card will vote in accordance with the recommendations
of the Board of Directors. The Board of Directors’ recommendation is set forth together with the description of the item in this
proxy statement. In summary, the Board of Directors recommends FOR the approval of the Reverse Stock Split.
The Corporation’s
Chairman of the Board, Mr. Danny Tze Ching Wong, and his son, an Executive Director and the Chief Executive Officer, Mr. Edwin Chun Yin
Wong, through their individual direct ownership of 57.61% and 9.55%, respectively, of J-Long Group Limited, beneficially own an aggregate
of 67.16% of our issued and outstanding ordinary shares. Both Mr. Danny Wong and Mr. Edwin Wong have advised the Corporation that they
intend to vote their respective 18,090,000 and 3,000,000 ordinary shares representing approximately 67.16% of the outstanding ordinary
shares as of October 15, 2024, in favor of the proposals above. Accordingly, the proposals will be approved.
Will Members be asked to vote on any other matters?
To the knowledge
of the Corporation and its management, Members will vote only on the matters described in this proxy statement. However, if any other
matters properly come before the Annual General Meeting, the persons named as proxies for Members will vote on those matters in the manner,
they consider appropriate.
What vote is required to approve
each item?
Election of Directors
The affirmative
vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors (Proposal 1). A properly executed
proxy marked “withhold authority” with respect to the election of one or more directors will not be voted with respect to
the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.
Reverse Stock Split
For the proposal
to approve the Reverse Stock Split, the affirmative vote of the holders of a majority of the votes cast in person or represented by proxy
and entitled to vote on the item will be required for approval.
A properly executed
proxy marked “abstain” with respect to any matter will not be voted, although it will be counted for purposes of determining
whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote. (Proposal 2)
Ratification of ZH CPA, LLC as the independent registered
public accountants for the Corporation for the fiscal year ending March 31, 2025
The affirmative
vote of the holders of a majority of the votes cast in person or represented by proxy and entitled to vote is required for the ratification
of ZH CPA, LLC as the independent registered public accountants for the Corporation for the fiscal year ending March 31, 2025. (Proposal
3)
A properly
executed proxy marked “abstain” with respect to any matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.
How are votes counted?
In the election
of directors, you may vote “FOR” all or some of the nominees or your vote may “WITHHOLD AUTHORITY FOR” with respect
to one or more of the nominees. You may not cumulate your votes for the election of directors.
For the
approval of the Reverse Stock Split, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to
“ABSTAIN,” the abstention has the same effect as a vote “AGAINST.” If you provide specific instructions with regard
to certain items, your shares will be voted as you instruct on such items.
In the ratification
of the appointment of ZH CPA, LLC as the Corporation’s independent registered public accountants and other items of business, you
may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has
the same effect as a vote “AGAINST.” If you provide specific instructions with regard to certain items, your shares will be
voted as you instruct on such items.
If you hold
your ordinary shares in “street name” through a broker, bank, or other nominee rather than directly in your own name, then
your broker, bank, or other nominee is considered the Member of record, and you are considered the beneficial owner of your ordinary shares.
We have supplied copies of our proxy statement to the broker, bank, or other nominee holding your ordinary shares of record, and they
have the responsibility to send it to you. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on
how to vote your ordinary shares at the Annual General Meeting. The broker, bank, or other nominee that is the Member of record for your
ordinary shares is obligated to provide you with a voting instruction card for you to use for this purpose. If you hold your ordinary
shares in a brokerage account but you fail to return your voting instruction card to your broker, your ordinary shares may constitute
“broker non-votes.”
Brokerage
firms generally have the authority to vote customers’ un-voted shares on certain “routine” matters. No matters submitted for
Member approval herein are “routine” matters. When a brokerage firm votes its customers’ un-voted shares, these shares are counted
for purposes of establishing a quorum.
PROPOSAL 1
ELECTION OF FIVE (5) PERSONS
TO SERVE AS DIRECTORS OF THE CORPORATION
The Corporation’s
directors are elected annually to serve until the next Annual Meeting of Members and thereafter until their successors shall have been
elected and qualified. The number of directors presently authorized by the Articles of Association of the Corporation shall be not less
than two (2). There shall be no maximum number of directors unless otherwise determined from time to time by the Board.
Unless otherwise directed
by Members, the proxy holder named in the accompanying proxy will vote all shares represented by proxies held by him for the
election of the following nominees, all of whom are now members and constitute the Corporation’s Board of Directors. The
Corporation is advised that all nominees have indicated their availability and willingness to serve if elected. In the event that
any nominee becomes unavailable or unable to serve as a director of the Corporation prior to the voting, the proxy holder will vote
for a substitute nominee in the exercise of his best judgment.
The election
of the slate of directors proposed is assured, because the management of the Corporation’s controlling shareholder has advised that
the shares it holds will be voted for the election of the directors nominated herein.
Information Concerning Nominees
Executive Directors
Mr. Danny
Tze Ching Wong (age 67) has served as the Corporation’s chairman of the Board of Directors since July 2022. Mr. Danny Wong has
over 35 years of experience in the apparel industry specializing in the development and supply of reflective and non-reflective garment
trims. Since 1985, Mr. Danny Wong founded and served as the managing director of our operating subsidiary, J-Long Limited (Hong Kong)
(“JLHK”), one of the first authorized 3M™ Scotchlite™ Reflective Distributors in Asia Pacific, serving international
outerwear, sports apparel brands and fashion brands worldwide. He has been primarily responsible for our corporate strategic planning,
business development and overall management and operations. His activities include consultations, marketing and sales development, execution
of business plans, account management, recruiting and training new colleagues, and being a point of contact for customers and suppliers.
Prior to founding JLHK, he also worked in the safety and security department of a world-renowned leading reflective material brand in
the U.S. Mr. Danny Wong is the father of Mr. Edwin Wong, another director of the Company.
Mr. Edwin
Chun Yin Wong (age 36) has served as the Corporation’s Chief Executive Officer since July 2022 and an executive director
since July 2022. He has over 10 years of experience in the trading and retail of garment products. Mr. Edwin Wong concurrently serves
as director of JLHK since June 2012. He has been responsible for maintaining business growth while building our customer base in both
occupational and customer markets. In addition, he oversees core aspects of our business operations from market research and trend analysis
to product designs, development, manufacturing, quality control and shipment. Mr. Edwin Wong has obtained a bachelor’s degree in
business administration from the University of Southern California’s Marshall School of Business in January 2009. Mr. Edwin Wong
is the son of Mr. Danny Wong, the Chairman of our Board of Directors.
Independent Non-Executive Directors
Mr. Chan
Sui Sum (age 33) is a new nominee as an independent non-executive director of the Corporation. If elected, Mr. Sum will also be appointed
as the chairman of the nominating and corporate governance committee and a member of the audit and the compensation committees. Mr. Sum
has more than 15 years of work experience in foundation drilling, which occurs by using a drill rig or auger tool to drill large and deep
boreholes into the ground for insertion of structures to build foundations for either new projects or pre-existing foundations. In 2019,
Mr. Sum founded his own company called Sumptuous Construction Engineering Co. Ltd. (“SCE”) specializing in foundation drilling.
Currently, SCE is the appointed contractor for many renowned construction companies in Hong Kong.
Ms. Pun Yiu Candy
Alice (age 38) has served as the Corporation’s independent non-executive director since April 2, 2024. Ms.
Pun is also the chairman of the audit committee and a member of the nominating and corporate governance and the compensation
committees. Ms. Pun Yiu Candy Alice has been a member of the Hong Kong Institute of Certified Public Accountants since 2012 and has
over 14 years of experience in the accounting and financial industry. Ms. Pun was employed at various financial institutions in
their investment banking division and was mainly responsible for initial public offerings and mergers and acquisitions. She is
currently working in the family office of a Hong Kong-listed company focusing on direct investments in real estate, consumer and
technology sectors in the PRC and global markets.
Mr. Nathaniel
Clifton Chan (age 43) has served as the Corporation’s independent non-executive director since December 29, 2023. Mr. Chan
is also the chairman of the compensation committee and a member of the audit and the nominating and corporate governance committees. Mr.
Chan has over 15 years of work experience in the financial industry. Since February 2019, Mr. Chan has served as a team senior relationship
manager at HSBC Global Private Bank. From October 2008 to September 2018, Mr. Chan served as an associate and then as a director at UBS
AG Private Wealth Management. From December 2006 to September 2008, Mr. Chan served as a manager and then as an assistant vice president
in the public sector division of Asia Pacific corporate banking at Citi. From January 2005 to December 2006, Mr. Chan served as a management
associate and then as an assistant manager in the real estate division of Hong Kong corporate banking at Citi. He obtained a bachelor’s
degree in science from the University of Southern California’s Marshall School of Business in May 2003.
Family Relationships
As of the
date of this Proxy Statement, there are no family relationships among our executive officers or our Board of Directors, other than that
of Mr. Danny Wong and Mr. Edwin Wong, who are father and son.
No arrangement
or understanding exists between any such director or officer and any other persons pursuant to which any director or executive officer
was elected as a director or executive officer. Our directors are elected annually and serve until their successors take office or until
their death, resignation, or removal. The executive officers serve at the pleasure of the Board of Directors.
Board Recommendation
The Board
of Directors recommends a vote FOR the election of each of the five (5) nominees named above as directors of the Corporation.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth information regarding the beneficial ownership of our ordinary shares as of the date of this Proxy Statement by our officers,
directors, and 5% or greater beneficial owners of ordinary shares. There is no other person or group of affiliated persons known by
us to beneficially own more than 5% of our ordinary shares. Holders of our ordinary shares are entitled to one (1) vote per share
and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. We are not directly or
indirectly owned or controlled by any foreign government or by another corporation.
We have determined
beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to
be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless
otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as
beneficially owned by him or her. Except as otherwise indicated below, we believe that the beneficial owners of our shares listed
below have sole voting and investment power with respect to the shares shown.
As of the date of this Proxy Statement,
we have 31,400,000 ordinary shares issued and outstanding. None of our outstanding ordinary shares are held of record by holders in the
United States.
| Name of Beneficial Owner | |
Ordinary Shares
Beneficially Owned | | |
Percent of Class(4) | |
| Named Executive Officers and Directors: | |
| | |
| |
| Mr. Danny Tze Ching Wong(1)(2) | |
| 18,090,000 | | |
| 57.61 | % |
| Mr. Edwin Chun Yin Wong(1)(2) | |
| 3,000,000 | | |
| 9.55 | % |
| Ms. Wai Ha Tang(1) | |
| 0 | | |
| 0.00 | % |
| Mr. To Wai Suen(1)(3) | |
| 0 | | |
| 0.00 | % |
| Mr. Stephen Wayland Kan(1)(5) | |
| 0 | | |
| 0.00 | % |
| Mr. Nathaniel Clifton Chan(1) | |
| 0 | | |
| 0.00 | % |
| Ms. Pun Yiu Candy Alice(1) | |
| 0 | | |
| 0.00 | % |
| All executive officers and directors as a group (6 persons) | |
| | | |
| | |
| | |
| | | |
| | |
| 5% or Greater Shareholders | |
| | | |
| | |
| Mr. Danny Tze Ching Wong(1)(2) | |
| 18,090,000 | | |
| 57.61 | % |
| Mr. Edwin Chun Yin Wong(2) | |
| 3,000,000 | | |
| 9.55 | % |
| (1) | Except as otherwise indicated below, the business address for
our directors and executive officers is Flat F, 8/F, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories,
Hong Kong. |
| (2) | Mr. Danny Tze Ching Wong, our chairman of the Board and director,
is the father of Mr. Edwin Chun Yin Wong, our chief executive officer and director. Messrs. Edwin Chun Yin Wong and Danny Tze Ching Wong
do not share the same household nor do they share beneficial ownership over the Ordinary Shares the other owns. |
| (3) | Mr. To Wai Suen resigned his position as an independent non-executive
director of the Company effective April 2, 2024. |
| (4) | Based on 31,400,000 Ordinary Shares issued and outstanding as
of the date of this Proxy Statement. |
| (5) | Mr. Kan is not standing for re-election as an independent non-executive
director of the Corporation. |
There are
no arrangements known to the Corporation, the operation of which may at a subsequent date result in a change in control of the Corporation.
Declaration of Cash Dividend
On February
29, 2024, our Board of Directors declared a special cash dividend in the aggregate amount of $6,000,000 to be paid to all holders of record
of our outstanding ordinary shares as of March 11, 2024. As of March 31, 2024, $1,676,750 had been paid in cash, $3,922,795 had been fully
settled by directly deducting the dividend amount from the amount due from the shareholders and $400,455 had not yet been paid. The dividend
was paid on March 12, 2024, to three shareholders of record (including CEDE and Co. as shareholder of record of 10,310,000 shares) based
on 31,400,000 ordinary shares issued and outstanding. The $400,455 that had not been paid as of March 31, 2024, was paid in cash on April
3, 2024. Each shareholder received approximately $0.19 per share.
NASDAQ EXEMPTIONS AND
HOME
COUNTRY PRACTICES
Our ordinary
shares are listed on the Nasdaq Global Market under the symbol “JL.” We make no representation that our ordinary shares will
continue to trade in the future.
As a Cayman
Islands company listed on the Nasdaq Global Market, we are subject to Nasdaq Stock Market corporate governance listing standards. However,
the Nasdaq rules provide that foreign private issuers may follow home country practice in lieu of the corporate governance requirements
of the Nasdaq Stock Market, subject to certain exceptions and requirements and except to the extent that such exemptions would be contrary
to US federal securities laws and regulations. The significant differences between Cayman Islands companies’ corporate governance
practices and those followed by United States companies under the Nasdaq Rules are summarized as follows:
| ● | Rule 5605(b)(1), which requires that the board of directors
consist of a majority of independent directors compared to Cayman Islands corporate law, which permits a board of directors to consist
of less than a majority of independent directors. The Corporation complies with Rule 5605(b)(1) as its Board of Directors includes three
independent directors. |
| ● | Rule 5605(e), which requires that director nominees be selected,
or recommended for the Board’s selection, by a majority of the independent directors or by a nominations committee comprised solely
of independent directors compared to Cayman Islands corporate law, which contains no requirements for the selection of director nominees.
The Corporation complies with Rule 5605(e) in that it has a nominations committee comprised solely of independent directors that is responsible
for making recommendations to the Board regarding the selection and approval of director nominees. |
| ● | Rule 5605(c)(2)(A), which requires each company to have an
audit committee of at least three members, each of whom is an independent director, compared to Cayman Islands corporate law which does
not require an audit committee. The Corporation complies with Rule 5605(c)(2)(A) in that its audit committee is comprised of three members,
each of whom is an independent director. |
| ● | Rule 5605(b)(2), which requires that regular sessions be held
where only independent directors are present compared to Cayman Islands corporate law that does not require the Corporation to hold regular
executive sessions. The Corporation follows its home country’s law. |
| ● | Rule 5635(c), which requires the Corporation to obtain shareholder
approval prior to the issuance of securities when a stock option or purchase plan is established or materially amended compared to Cayman
Islands corporate law that does not require shareholder approval for the issuance of securities upon establishment or material amendment
of such plans. If the Corporation adopts any such plan, it intends to follow its home country’s law. |
Other than
as indicated above, the Corporation has followed and intends to continue to follow the applicable corporate governance standards under
the Nasdaq Marketplace Rules.
Further in
lieu of the Nasdaq corporate governance standards the Corporation is following Cayman Island corporate governance standards in respect
of the following:
| ● | The Shareholder Approval Requirements under Section 5635 of
the Nasdaq listing rules; and |
| ● | The requirement under Section 5605(b)(2) of the Nasdaq listing
rules that the independent directors have regularly scheduled meetings with only the independent directors present. |
BOARD COMMITTEES
Committees of the Board
of Directors
The Board of
Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee under the Board
of Directors. Effective December 29, 2023, the Board of Directors adopted a charter for each of the three committees upon the establishment
of the committees. Each committee’s members and functions are described below.
Audit Committee
The Corporation’s
audit committee currently consists of Ms. Pun, Mr. Kan and Mr. Chan (who is not standing for re-election as an independent non-executive
director), and is chaired by Ms. Pun. The Board of Directors has determined that each of these three directors satisfies the “independence”
requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. The Board of Directors
has determined that Ms. Pun qualifies as an “audit committee financial expert.” The audit committee oversees our accounting
and financial reporting processes and the audits of our financial statements. The responsibilities of the audit committee under the Amended
Audit Committee Charter are:
| ● | To (i) select and retain an independent registered public
accounting firm to act as the Corporation’s independent auditors for the purpose of auditing the Corporation’s annual financial
statements; (ii) set the compensation of the Corporation’s independent auditors; (iii) oversee the work done by the Corporation’s
independent auditors; and (iv) terminate the Corporation’s independent auditors, if necessary. |
To select, retain, compensate,
oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Corporation.
| ● | To approve all audit engagement fees and terms; and to pre-approve
all audit and permitted non-audit and tax services that may be provided by the Corporation’s independent auditors or other registered
public accounting firms, and establish policies and procedures for the Committee’s pre-approval of permitted services by the Corporation’s
independent auditors or other registered public accounting firms on an on-going basis. |
| ● | At least annually, to evaluate the qualifications, performance
and independence of the Corporation’s independent auditors, including an evaluation of the lead audit partner; and to assure the
regular rotation of the lead audit partner at the Corporation’s independent auditors and consider regular rotation of the accounting
firm serving as the Corporation’s independent auditors. |
| ● | To review and discuss with the Corporation’s independent
auditors (1) the auditors’ responsibilities under generally accepted auditing standards and the responsibilities of management in the
audit process, (2) the overall audit strategy, (3) the scope and timing of the annual audit, (4) any significant risks identified during
the auditors’ risk assessment procedures and (5) when completed, the results, including significant findings, of the annual audit. |
| ● | To review and discuss with the Corporation’s independent
auditors (1) all critical accounting policies and practices to be used by the Corporation; and (2) any material written communications
between the auditors and management. |
| ● | To review and discuss with the Corporation’s independent
auditors and management (1) any audit problems or difficulties, including difficulties encountered by the Company’s independent auditors
during their audit work (such as restrictions on the scope of their activities or their access to information), (2) any significant disagreements
with management and (3) management’s response to these problems, difficulties or disagreements; and to resolve any disagreements between
the Corporation’s auditors and management. |
| ● | To review with management and the Corporation’s independent
auditors: any major issues regarding accounting principles and financial statement presentation, including any significant changes in
the Corporation’s selection or application of accounting principles; any significant financial reporting issues and judgments made
in connection with the preparation of the Corporation’s financial statements, including the effects of alternative GAAP methods;
and the effect of regulatory and accounting initiatives and off-balance sheet structures on the Corporation’s financial statements. |
| ● | To keep the Corporation’s independent auditors informed of
the Committee’s understanding of the Corporation’s relationships and transactions with related parties that are significant to
the Corporation; and to review and discuss with the Corporation’s independent auditors the auditors’ evaluation of the Corporation’s
identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant
matters arising from the audit regarding the Corporation’s relationships and transactions with related parties. |
| ● | To review with management the adequacy and effectiveness of
the Corporation’s internal control, including any significant deficiencies or material weaknesses in the design or operation of, and
any material changes in, the Corporation’s internal controls and any special steps adopted in light of any material control deficiencies,
and any fraud involving management or other employees with a significant role in such internal controls, and review and discuss with
management disclosure relating to the Corporation’s internal controls. |
| ● | To review and discuss with the Corporation’s independent auditors
any other matters required to be discussed by applicable requirements of the PCAOB and the SEC. |
| ● | To review and discuss with the Corporation’s independent auditors
and management the Corporation’s annual audited financial statements (including the related notes), the form of audit opinion to be issued
by the auditors on the financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” to be included in the Corporation’s annual report on Form 20-F before the Form 20-F is filed. |
| ● | To recommend to the Board whether the audited financial statements
and the related MD&A disclosure should be included in the Corporation’s Form 20-F and whether the Form 20-F should be filed with
the SEC; and to produce the audit committee report required to be included in the Corporation’s proxy statement. |
| ● | To review and discuss with management: the Corporation’s earnings
press releases, including the type of information to be included and its presentation and the use of any pro forma, adjusted or other
non- GAAP financial information, before their release to the public; and any financial information and earnings guidance provided to
analysts and ratings agencies, including the type of information to be disclosed and type of presentation to be made. |
| ● | To set Corporation hiring policies for employees or former
employees of the Corporation’s independent auditors that participated in any capacity in any Corporation audit. |
| ● | To establish and oversee procedures for the receipt, retention
and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the
confidential, anonymous submission by Corporation employees of concerns regarding questionable accounting or auditing matters. |
| ● | To review and discuss with management the risks faced by the
Corporation and the policies, guidelines and process by which management assesses and manages the Corporation’s risks, including but
not limited to the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures. |
| ● | To review cybersecurity risk as part of the Corporation’s
overall risk-management program, implement the Corporation’s Cybersecurity Policy and establish and maintain strategy pursuant
thereto, and liaise with management to ensure that cybersecurity risk management remains a meaningful priority in the Corporation’s
business strategy and operations. |
| ● | To review the Corporation’s compliance with applicable laws
and regulations and to review and oversee the Corporation’s policies, procedures, and programs designed to promote and monitor legal
and regulatory compliance, and to review and approve the hiring or dismissal of a Compliance Officer(s). |
| ● | To monitor compliance with the Corporation’s Code of Ethics
and Business Conduct (the “Code”), to investigate any alleged breach or violation of the Code, and to enforce the provisions
of the Code. |
| ● | To review, with the General Counsel, if any, or with outside
legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations of the Corporation and its subsidiaries,
that could have a significant impact on the Corporation’s financial statements. |
| ● | To review, approve and oversee any transaction between the
Corporation and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations
on an ongoing basis, in accordance with Corporation policies and procedures, and to develop policies and procedures for the Committee’s
approval of related party transactions. |
Amended
audit committee charter. Effective July 26, 2024, our Board of Directors authorized and approved an amendment to the audit committee
charter (the “Amended Audit Committee Charter”) pursuant to which the audit committee was given the responsibility of implementing
the Corporation’s cybersecurity policy (the “Cybersecurity Policy”). The Amended Audit Committee Charter provides the
members of the audit committee with authorization and authority to conduct continuous analysis of and review for any potential cybersecurity
risks as part of the Corporation’s overall risk management program and to create a cyber-resilient organization, which will contribute
to the value preservation of the Corporation. The Amended Audit Committee Charter further provides authority and responsibility to the
members of the audit committee to: (i) understand the economic drivers and impact of cyber risk, including the financial impact to our
Corporation; (ii) align cyber-risk management policies with our business needs by integrating cyber-risk analysis into significant business
decisions; (iii) ensure our organizational structure supports cybersecurity goals; and (iv) incorporate cybersecurity expertise into Board
governance.
For additional
information regarding the Corporation’s Cybersecurity Policy, please refer to Item 16K of the Corporation’s Annual Report
on Form 20-F filed with the SEC on July 31, 2024.
Compensation Committee
The Corporation’s
compensation committee currently consists of Mr. Kan (who is not standing for re-election as an independent non-executive director), Ms.
Pun and Mr. Chan, and is chaired by Mr. Chan. The Board of Directors has determined that each of these directors satisfies the “independence”
requirements of the Nasdaq Listing Rules. The compensation committee assists the Board of Directors in reviewing and approving the compensation
structure, including all forms of compensation, relating to its directors and executive officers. The Corporation’s chief executive
officer may not be present at any committee meeting during which his or her compensation is deliberated. The compensation committee is
responsible for, among other things:
| ● | reviewing and approving, or recommending to the Board for
its approval, the compensation for our chief executive officer and other executive officers; |
| ● | reviewing and recommending to the Board for determination
with respect to the compensation of our non-employee directors; |
| ● | reviewing periodically and approving any incentive compensation
or equity plans, programs or other similar arrangements; and |
| ● | selecting a compensation consultant, legal counsel or other
adviser only after taking into consideration all factors relevant to that person’s independence from management. |
Amended
compensation committee charter. Effective July 26, 2024, the Board of Directors authorized and approved an amendment to the compensation
committee charter (the “Compensation Committee Charter”) in which the compensation committee was given the responsibility
of implementing the Corporation’s compensation recovery policy (the “Compensation Recovery Policy”). The Compensation
Committee Charter provides the members of the compensation committee with authorization and authority to carry out such duties and responsibilities
as are associated with the Compensation Recovery Policy. In the event of a restatement of the Corporation’s financial statements,
the Compensation Recovery Policy requires the Corporation to recover the incremental portion of any incentive-based compensation received
by any current or former executive officer of the Corporation that was in excess of the amount the officer would have received had his
or her incentive compensation been determined based on the restated financial statements. The amended Compensation Committee Charter gives
the compensation committee the authority and power to: (i) determine such executive officers who served at any time during the performance
period for incentive-based compensation; (ii) determine the relevant recovery period; (iii) determine the amount of incentive-based compensation
that is subject to the Corporation’s Compensation Recovery Policy and establish procedures for recovery; (iv) maintain documentation
of the above-referenced determinations; and (v) prepare and have filed all disclosures with respect to the Compensation Recovery Policy
in accordance with Federal securities laws, including the disclosure required by the applicable Securities and Commission filings.
For additional
information regarding our Compensation Recovery Policy, please refer to Exhibit 97.1 to the Annual Report on Form 20-F for the fiscal
year ended March 31, 2024, filed with the SEC on July 31, 2024.
Nominating and Corporate Governance Committee
The Corporation’s
nominating and corporate governance committee currently consists of Mr. Kan, Ms. Pun and Mr. Chan, and is chaired by Mr. Kan (who is not
standing for re-election as an independent non-executive director). The Board of Directors has determined that each of these directors
satisfies the “independence” requirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists
the Board in selecting individuals qualified to become our directors and in determining the composition of the Board and its committees.
The nominating and corporate governance committee is responsible for, among other things:
| ● | recommending nominees to the Board of Directors for election
or re-election to the Board or for appointment to fill any vacancy on the Board; |
| ● | reviewing annually with the Board of Directors the current
composition of the Board in regard to characteristics such as independence, knowledge, skills, experience, expertise, diversity, and
availability of service to us; |
| ● | selecting and recommending to the Board of Directors the
names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate
governance committee itself; |
| ● | developing and reviewing the corporate governance principles
adopted by the Board of Directors and advising the Board of Directors with respect to significant developments in the law, practice of
corporate governance, and our compliance with such laws and practices; and |
| ● | evaluating the performance and effectiveness of the Board
of Directors as a whole. |
While we
do not have a formal policy regarding board diversity, our nomination committee and board of directors will consider a broad range of
factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national
origin). Our nomination committee’s and board of directors’ priority in selecting board members is identification of persons
who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute
positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and
professional and personal experience and expertise relevant to our growth strategy.
Code of Conduct and Code of Ethics
As of this
Proxy Statement, the Corporation has adopted a written code of business conduct and ethics that applies to its directors, officers and
employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing
similar functions. A current copy of this code has been filed as Exhibit 11.1 to the Corporation’s Annual Report on Form 20-F filed
with the SEC on July 31, 2024.
COMPENSATION
OF
OFFICERS AND DIRECTORS
Compensation of Directors and Senior Management/Executive
Personnel
The Corporation’s
directors and members of its senior management receive compensation in the form of salaries, allowances, bonuses and other benefits-in-kind,
including our contribution to the pension scheme. The compensation committee determines the salaries of the Corporation’s directors
and members of its senior management based on their qualifications, positions and seniority.
The following
table summarizes all compensation received by our directors, executive officers and key employees during the fiscal years ended March
31, 2024, 2023 and 2022:
Summary Compensation Table
| | |
Compensation Paid | |
| Name and Principal Position | |
Fiscal
Year | | |
Salary
(HK$) | | |
Bonus(1)
(HK$) | | |
Other(2)
Compensation (HK$) | |
| Mr. Danny Tze Ching Wong(3) | |
| 2022 | | |
| 358,800 | | |
| Nil | | |
| 16,560 | |
| Chairman | |
| 2023 | | |
| 358,800 | | |
| Nil | | |
| 16,560 | |
| | |
| 2024 | | |
| 4,827,600 | | |
| 5,000,000 | | |
| 63,800 | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Edwin Chun Yin Wong(4) | |
| 2022 | | |
| 462,000 | | |
| Nil | | |
| 18,000 | |
| Director and CEO | |
| 2023 | | |
| 462,000 | | |
| Nil | | |
| 18,000 | |
| | |
| 2024 | | |
| 3,633,000 | | |
| 3,000,000 | | |
| 18,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Ms. Wai Ha Tang(5) | |
| 2022 | | |
| 360,000 | | |
| Nil | | |
| Nil | |
| CFO | |
| 2023 | | |
| 360,000 | | |
| Nil | | |
| Nil | |
| | |
| 2024 | | |
| 360,000 | | |
| Nil | | |
| Nil | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Stephen Wayland Kan(6) | |
| 2022 | | |
| Nil | | |
| Nil | | |
| Nil | |
| Independent Non-executive Director | |
| 2023 | | |
| Nil | | |
| Nil | | |
| Nil | |
| | |
| 2024 | | |
| Nil | | |
| Nil | | |
| Nil | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. To Wai Suen(6) | |
| 2022 | | |
| Nil | | |
| Nil | | |
| Nil | |
| Independent Non-Executive Director | |
| 2023 | | |
| Nil | | |
| Nil | | |
| Nil | |
| | |
| 2024 | | |
| 20,000 | | |
| Nil | | |
| Nil | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Nathaniel Clifton Chan(6) | |
| 2022 | | |
| Nil | | |
| Nil | | |
| Nil | |
| Independent Non-executive Director | |
| 2023 | | |
| Nil | | |
| Nil | | |
| Nil | |
| | |
| 2024 | | |
| Nil | | |
| Nil | | |
| Nil | |
| | |
| | | |
| | | |
| | | |
| | |
| Ms. Pun Yiu Candy Alice (7) | |
| 2022 | | |
| Nil | | |
| Nil | | |
| Nil | |
| Independent Non-Executive Director | |
| 2023 | | |
| Nil | | |
| Nil | | |
| Nil | |
| | |
| 2024 | | |
| Nil | | |
| Nil | | |
| Nil | |
| (1) | On March 5, 2024, the Board of Directors authorized payment
of bonuses to Mr. Danny Wong and Mr. Edwin Wong in recognition of the dedication and excellent services provided by both to further the
Corporation’s goals of expansion and increasing revenues and gross profit. |
| (2) | Includes amounts paid into the MPF for Mr. Edwin Wong and Mr.
Danny Wong. |
| (3) | Mr. Danny Tze Ching Wong was appointed as Chairman of the Board
of Directors in July 2022. |
| (4) | Mr. Edwin Chun Yin Wong was appointed as a member of the Board
of Directors and the CEO in July 2022. |
| (5) | Ms. Tang is not an employee of the Corporation but is provided
to the Corporation pursuant to a contract between the Corporation and an outside consulting firm. Amount shown was paid to the outside
consulting firm that provides Ms. Tang’s services to the Corporation. |
| (6) | Mr. Stephen Kan, Mr. Suen Wai and Mr. Nathaniel Chan were appointed
as independent non-executive directors effective with the closing of the IPO effective December 29, 2023. Mr. Suen resigned from his
position as an independent non-executive director effective April 2, 2024. Mr. Kan is not standing for re-election as an independent
non-executive director. |
| (7) | Ms. Pun was appointed as an independent non-executive director
effective April 2, 2024. |
Compensation Recovery Policy
As required
pursuant to the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act and Rule 10D-1 under the Exchange Act,
the Compensation Committee of the Board of Directors has adopted a compensation recovery policy, also known as a clawback policy (the
“Compensation Recovery Policy”), effective July 26, 2024. The Compensation Recover Policy comes into play in the event that
the Corporation is required to restate its financial statements for any fiscal year, and requires the Corporation to recover the incremental
portion of incentive-based compensation received by any officer that was in excess of the amount they would have received had their incentive
compensation been determined based on the restated financial statements. Events requiring a restatement of financial statements would
include the material noncompliance of the Corporation with any financial reporting requirements under the securities laws, including any
required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected
in the current period.
For additional information regarding our Compensation Recovery
Policy, please refer to Exhibit 97.1 included in the Corporation’s Annual Report on Form 20-F for the year ended March 31,
2024, filed with the SEC on July 31, 2024.
Equity Compensation Plan Information
On June 17,
2024, the Corporation’s Board of Directors authorized and adopted a 2024 equity incentive plan (the “2024 Equity Incentive
Plan”), providing a means by which the Corporation may attract and retain key personnel, and directors, officers, managers, employees,
consultants and advisors of the Corporation could acquire and maintain an equity interest in the Corporation or be paid incentive compensation,
strengthening their commitment to the welfare of the Corporation and aligning their interests with those of the Corporation’s shareholders.
The 2024 Equity Incentive Plan provides for the reservation of 6,280,000 ordinary shares for allotment and issuance as fully paid and
non-assessable pursuant to any incentive stock option, non-qualified stock option, stock appreciation right, restricted stock unit, stock
bonus award or performance compensation award that may be granted under the 2024 Equity Incentive Plan.
Outstanding Equity Awards at Fiscal Year-End
As of March
31, 2024, and through the date of this Proxy Statement, the Board of Directors has not authorized the grant of any of its ordinary shares
pursuant to the 2024 Equity Incentive Plan.
Labor unions, labor and safety incidents
Our operating
subsidiary, JLHK, has not set up a labor union for employees. JLHK strives to maintain good relationships with its employees and provides
them with a safe working environment. During the fiscal years ended March 31, 2024, and 2023 and through the date of this Proxy Statement,
JLHK did not experience any form of industrial action of its employees or any work safety related incidents that led to material disruption
of operations or claims against JLHK.
Mandatory Provident Fund
The Mandatory
Provident Fund (the “MPF”) is a compulsory saving scheme (pension fund) for the retirement of residents in Hong Kong. Most
employees and their employers are required to contribute monthly to mandatory provident fund schemes provided by approved private organizations,
according to their salaries and the period of employment. The Mandatory Provident Fund was implemented in December 2000 following the
enactment of the Mandatory Provident Fund Schemes Ordinance on July 27, 1995. The MPF Schemes Authority (MPFA) is charged with supervising
the provision of MPF schemes - it registers schemes and ensures that approved trustees administer schemes prudently, ensuring compliance
including inspections, audits, and investigations.
The MPF system
is mandatory for all employees in Hong Kong who have an employment contract of 60 days or more and also applies also to self-employed
persons. Under the MPF, the choice of the scheme is the responsibility of the employer (for which the legislation defines three types):
(i) master trust scheme; (ii) employer sponsored scheme; or (iii) industry scheme. The scheme operates on the principle of fully funded
defined contributions into a privately managed plan fund contributed by employers and employees managed as a trust, which compartmentalizes
fund assets from those of the manager. Investment decisions are delegated to a trustee in the private sector.
Our operating
subsidiary, JLHK, in Hong Kong has implemented an MPF to provide retirement benefits for its employees. All permanent full-time employees
are eligible to join the MPF. Eligible employees of the MPF and the employer’s contributions to the MPF are both at 5% of the eligible
employee’s monthly salary and are subject to a maximum mandatory contribution of HKD1,500 (US$192) monthly.
Pursuant to the relevant PRC regulations, the Corporation is
required to make contributions for each employee, at rates based upon the employee’s standard salary base as determined by the
local social security bureau, to a defined contribution retirement scheme organized by the local social security bureau in respect
of the retirement benefits for any employees in the PRC.
The contributions
to the MPF are recognized as employee benefit expense when they are due and are charged to the consolidated statement of income (loss).
The total contributions to the MPF of our operating subsidiary in Hong Kong for the fiscal years ended March 31, 2024, and 2023 amounted
to approximately HK$771,429 and HK$658,791, respectively. Our operating subsidiary, JLHK, has no other obligation to make payments in
respect of retirement benefits of the employees.
Employment Agreements
The Corporation
has entered into employment agreements with Mr. Danny Wong, the Chairman of the Board of Directors, and Mr. Edwin Wong, the Chief Executive
Officer. Under these agreements, each of the executive officers is employed for an initial term of three years unless terminated earlier
pursuant to the terms of the agreement. Upon expiration of the three-year term, the employment agreements will be automatically extended
for successive three-year terms unless either party gives the other party a one month prior written notice to terminate the employment
prior to the expiration of such 3- year term or unless terminated earlier pursuant to the terms of the agreement. The Corporation also
may terminate employment for cause, at any time, without advance notice or remuneration, if the executive officer (i) commits a serious
or persistent breach or non-observance of the terms and conditions of employment; (ii) is convicted of a criminal offense other than one
which, in the opinion of the Board of Directors, does not affect his position as an employee of the Corporation; (iii) willfully disobeys
a lawful and reasonable order; (iv) misconducts himself and such conduct is inconsistent with the due and faithful discharge of the executive’s
material duties under the employment agreement; (v) is guilty of fraud or dishonesty; or (vi) is habitually neglectful in his duties.
The Corporation may terminate an executive officer’s employment without cause upon one month’s advance written notice or by
payment of one month’s salary in lieu of notice. In the case of such termination, the Corporation will provide severance payments
to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive
officer may terminate his employment at any time with one month’s advance written notice or by payment of one month’s salary
in lieu of notice and may resign at any time if his resignation is approved by the Board of Directors.
Each executive
officer has agreed to hold, at all times during and after the termination or expiry of his employment agreement, in strict confidence
and not to use, except for the benefit of the Corporation, or to disclose to any person, corporation or other entity without the written
consent of the Corporation, any of our confidential information, or the confidential or proprietary information disclosed to the executive
officer by or obtained by the executive officer from us either directly or indirectly in writing, orally, or otherwise, if specifically
indicated to be confidential or reasonably expected to be confidential.
Employment Agreement
with Mr. Danny Wong. The Corporation entered into an employment agreement with Mr. Danny Wong, its Chairman of the Board
of Directors, dated July 22, 2024 (the “Chairman Employment Agreement”). The Chairman’s Employment Agreement
provides for a base monthly salary of HK$500,000 and bonuses at the discretion of the Board. Under the Chairman Employment
Agreement, Mr. Danny Wong is eligible for participation in any standard employee benefit plan of the Corporation that currently
exists or may be adopted by the Corporation in the future, including, but not limited to, any retirement plan, life insurance plan,
health insurance plan, travel/holiday plan and share incentive plan, if one is adopted and maintained by the Corporation.
Employment
Agreement with Mr. Edwin Wong. The Corporation entered into an employment agreement with Mr. Edwin Wong, its Chief Executive
Officer, dated July 22, 2024 (the “CEO Employment Agreement”). The CEO Employment Agreement provides for a base monthly salary
of HK$400,000 and bonuses at the discretion of the Board of Directors. Under the CEO Employment Agreement, Mr. Edwin Wong is eligible
for participation in any standard employee benefit plan of the Corporation that currently exists or may be adopted by the Corporation
in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan, travel/holiday plan and
share incentive plan, if one is adopted and maintained by the Corporation.
Copies of the
CEO Employment Agreement and the Chairman Employment Agreement have been filed as Exhibits 4.17 and 4.18, respectively, to the Annual
Report on Form 20-F for fiscal year ended March 31, 2024, filed with the SEC on July 31, 2024.
Independent Director Agreements
The Corporation
has also entered into agreements with all of its independent directors whereby Messrs. Stephen Kan and Nathaniel Chan’s service
began on December 29, 2023, and Ms. Alice Pun’s service began on April 2, 2024 (collectively, the “Independent Director Agreements”).
The terms of appointment continue until the independent director’s successor is duly elected or appointed and qualified or until
the independent director’s earlier death, disqualification, resignation or removal from office (the “Expiration Date”).
Pursuant
to the Independent Director Agreements, each independent director acknowledged that appointment to the Board of Directors was contingent
upon the Board of Director’s determination that such independent director was “independent” with respect to the Corporation,
as such term is defined by Rule 5605 of the Nasdaq Stock Market’s Listing Rules and any other applicable rules, and that such independent
director may be removed from the Board of Directors in the event that the independent director does not maintain such independence. Each
of the independent directors further acknowledged and agreed that the acceptance, directly or indirectly, of any consulting, advisory
or other compensatory fee, other than for Board of Director service, from the Corporation or any subsidiary thereof would impair such
director’s independence, and such independent director agreed not to accept any such fees. The Independent Director Agreements also
contain provisions pertaining to conflicts of interest and corporate opportunities and a confidentiality provision whereby each director
agrees to keep any confidential information, as defined therein, strictly confidential.
Other than
as disclosed above, none of our directors has entered into a service agreement with the Corporation or any of its subsidiaries that provides
for benefits upon termination of employment.
RELATED PARTY TRANSACTIONS
The Corporation
has adopted an audit committee charter, which was amended on July 26, 2024, that requires the audit committee to review all related-party
transactions on an ongoing basis and that all such transactions be approved by the committee. During the fiscal years ended March 31,
2022, 2023 and 2024, the Corporation, including its operating subsidiary, JLHK, entered into the following transactions with its related
parties:
List of Related Parties
| Name | |
Relationship |
| Mr. Danny Tze Ching Wong (“Mr. Danny Wong”) | |
Director, Chairman of the Board of Directors and Controlling Shareholder |
| Mr. Edwin Chun Yin Wong (“Mr. Edwin Wong”) | |
Director and Chief Executive Officer, the son of Mr. Danny Tze Ching Wong |
| Ms. Lui Wai Fun (“Ms. Lui”) | |
Spouse of Mr. Danny Wong |
| Charm Vision Holdings Limited (“Charm Vision”) | |
A company owned as to 99.9% by Mr. Danny Wong and 0.1% by the spouse of Mr. Danny Wong |
| J-Long Group Limited (“JLGL”) | |
A company owned as to 10% by Mr. Danny Wong and 90% by Mr. Edwin Wong |
| Mega Image Production Limited (“Mega Image”) | |
A company owned as to 90.91% by Charm Vision and 9.09% by Mr. Danny Wong |
| Guangdong Rongmian Accessories Technology Co., Ltd. (“Guangdong Rongmian”) | |
A company owned as to 28% by Mr. Edwin Wong |
| Jiaxing Newsole Reflective Material Co., Ltd. (“Jiaxing Newsole”) | |
A company owned as to 90% by New Sole (Shanghai) Technology Ltd., which is owned as to 33% by Mr. Danny Wong |
| New Sole (Shanghai) Technology Ltd. (“New Sole”) | |
A company owned as to 33% by Mr. Danny Wong |
| Xsafe Limited (“Xsafe”) | |
A company wholly owned by Mr. Danny Wong |
| Everlink Enterprises Limited (“Everlink”) | |
A company wholly owned by Mr. Danny Wong |
Transactions with Related Parties
Related party transactions during the years ended March
31, 2022, 2023 and 2024
| | |
Nature | |
2022 | | |
2023 | | |
2024 | |
| | |
| |
US$ | | |
US$ | | |
US$ | |
| Guangdong Rongmian | |
Sales of garment trims (1) | |
| 817,685 | | |
| 195,332 | | |
| 156,816 | |
| Guangdong Rongmian | |
Purchase of garment trims (1) | |
| 8,147,625 | | |
| 7,431,504 | | |
| 5,853,973 | |
| New Sole | |
Purchase of garment trims(2) | |
| 1,110,739 | | |
| 3,182,535 | | |
| 308,093 | |
| Jiaxing Newsole | |
Sale of garment trims (3) | |
| 366,732 | | |
| 7,760 | | |
| - | |
| Jiaxing Newsole | |
Purchase of garment trims(3) | |
| 2,044,746 | | |
| 1,561,334 | | |
| 1,250,837 | |
| Xsafe Limited | |
Administration charges | |
| 5,962 | | |
| 5,962 | | |
| - | |
| (1) | During the normal course of business, Guangdong Rongmian engaged
JLHK as both a supplier and a customer for the sale and purchase of garment trims. |
| (2) | During the normal course of business, JLHK engaged New Sole
as a customer for the purchase of garment trims. |
| (3) | During the normal course of business, JLHK engaged Jiaxing Newsole
as both a supplier and a customer for the sale and purchase of garment trims. |
Leases
JLHK leased real property from related
parties during the years ended March 31, 2022, 2023 and 2024 as follows:
| | |
Rental
payment for
the year ended | | |
Rental
payment
for
the year ended | | |
Rental
payment
for
the year ended | |
| Name | |
Premise | |
March 31,
2022 | | |
March 31,
2023 | | |
March 31,
2024 | |
| | |
| |
US$ | | |
US$ | | |
US$ | |
| Charm Vision | |
Office and warehouse | |
| 30,769 | | |
| 216,831 | | |
| 216,831 | |
| Charm Vision | |
Carpark | |
| - | | |
| 3,077 | | |
| 12,308 | |
| Everlink(1)(2)(3) | |
Office and warehouse | |
| - | | |
| 62,972 | | |
| 143,192 | |
| (1) | On October 11, 2022, JLHK, as vendor, and Everlink, as purchaser, entered into an agreement for the sale
and purchase, pursuant to which JLHK agreed to sell, and Everlink agreed to purchase Workshop Unit F on 8th
Floor, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong at a consideration of HK$2,250,000 (approximately
US$288,462). On October 13, 2022, JLHK entered into a lease agreement with Everlink, pursuant to which JLHK leased back the premises with
a lease term from October 13, 2022, to October 12, 2024, at an annual rent of HK$187,020 (approximately US$23,977). On May 2, 2024, JLHK
and Everlink entered into a new lease agreement with a two-year term commencing May 1, 2024, and a reduced annual rent of HK$130,920 (approximately
US$16,751). |
| (2) | On October 20, 2022, JLHK, as vendor, and Everlink, as purchaser, entered into an agreement for the sale
and purchase, pursuant to which JLHK agreed to sell, and Everlink agreed to purchase Workshop Unit Q on 8th
Floor, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong at a consideration of HK$2,430,000 (approximately
US$311,538). On October 20, 2022, JLHK entered into a lease agreement with Everlink, pursuant to which JLHK leased back the premises with
a lease term from October 20, 2022, to October 19, 2024, at an annual rent of HK$199,800 (approximately US$25,615). On May 2, 2024, JLHK
and Everlink entered into a new lease agreement with a two-year term commencing May 1, 2024, and a reduced annual rent of HK$139,860 (approximately
US$17,895). |
| (3) | On October 27, 2022, JLHK, as vendor, and Everlink, as purchaser, entered into an agreement for the sale
and purchase, pursuant to which JLHK agreed to sell, and Everlink agreed to purchase Workshop Unit D on 8th
Floor, Houston Industrial Building, 32-40 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong at a consideration of HK$9,800,000 (approximately
US$1,256,410). On October 27, 2022, JLHK entered into a lease agreement with Everlink, pursuant to which JLHK leased back the premises
with a lease term from October 27, 2022, to October 26, 2024, at an annual rent of HK$730,080 (approximately US$93,600). On May 2, 2024,
JLHK and Everlink entered into a new lease agreement with a two-year term commencing May 1, 2024, and a reduced annual rent of HK$511,056
(approximately US$65,390). |
Bank Facilities
Bank borrowings as of March 31, 2022, 2023 and 2024 are as
follows:
| | |
| |
| |
| |
| |
Balance as of March 31, | |
| Lender | |
Type | |
Maturity date | |
Currency | |
Interest rate | |
2022 | | |
2023 | | |
2024 | |
| | |
| |
| |
| |
| |
US$ | | |
US$ | | |
US$ | |
| Hang Seng Bank Limited(1) | |
Mortgage | |
March 2027 | |
HKD | |
HIBOR+1.6% | |
| 700,319 | | |
| 571,055 | | |
| 441,402 | |
| Hang Seng Bank Limited(1) | |
Mortgage | |
March 2027 | |
HKD | |
HIBOR+1.6% | |
| 1,131,285 | | |
| 921,158 | | |
| 712,018 | |
| Hang Seng Bank Limited(1) | |
Mortgage | |
March 2027 | |
HKD | |
HIBOR+1.6% | |
| 312,450 | | |
| 254,415 | | |
| 196,653 | |
| Hang Seng Bank Limited(1) | |
Mortgage | |
December 2026 | |
HKD | |
HIBOR+1.4% | |
| 468,173 | | |
| 375,410 | | |
| 283,200 | |
| Hang Seng Bank Limited(1) | |
Mortgage | |
April 2027 | |
HKD | |
HIBOR+1.6% | |
| 426,880 | | |
| - | | |
| - | |
| Hang Seng Bank Limited(1) | |
Mortgage | |
April 2027 | |
HKD | |
HIBOR+1.6% | |
| 634,846 | | |
| 518,994 | | |
| 403,969 | |
| Hang Seng Bank Limited(1) | |
Revolving loan | |
- | |
HKD | |
HIBOR+1.2% | |
| 628,205 | | |
| - | | |
| - | |
| Total | |
| |
| |
| |
| |
| 4,302,158 | | |
| 2,641,032 | | |
| 2,037,242 | |
| (1) | JLHK entered into (as renewed or supplemented yearly where required) several banking facilities
with banks in Hong Kong. The banking facilities were secured, details of which are set out as follows: |
| (a) | Unlimited joint or personal guarantee by Mr. Danny Wong and
the spouse of Mr. Danny Wong; and |
| (b) | Legal charge over properties beneficially owned by JLHK, Mr.
Danny Wong and the spouse of Mr. Danny Wong. |
Due From (To) Related Parties
Due from (to) related parties consist of the following:
| | |
| |
| |
As of March 31, | |
| Name | |
Nature | |
Classification | |
2022 | | |
2023 | | |
2024 | |
| | |
| |
| |
US$ | | |
US$ | | |
US$ | |
| Mr. Danny Wong | |
Advance to/(from) director | |
Amount due from/(to) related party(1) | |
| 1,860,425 | | |
| 2,108,688 | | |
| (347,761 | ) |
| Mr. Edwin Wong | |
Advance from director | |
Amounts due to related party | |
| 360 | | |
| 15,375 | | |
| - | |
| Ms. Lui | |
Advance from a related party | |
Amounts due to related party | |
| 11,378 | | |
| 6,410 | | |
| - | |
| Charm Vision | |
Advance from a related party | |
Amounts due to related party | |
| 30,769 | | |
| - | | |
| - | |
| JLGL | |
Advance from a related party | |
Amounts due to related party | |
| - | | |
| 218,590 | | |
| 216,950 | |
| Mega Image | |
Advance from a related party | |
Amount due to related party | |
| 185,669 | | |
| - | | |
| - | |
| Everlink | |
Advance to a related party | |
Amount due from related party(2) | |
| - | | |
| 1,080 | | |
| 488,260 | (3) |
| New Sole | |
Advance to a related party | |
Amount due from related party(4) | |
| - | | |
| - | | |
| 87,081 | |
| (1) | During the years ended March 31, 2024, 2023 and 2022, the largest
amount outstanding due from Mr. Danny Wong were US$7,859,052, US$10,516,578 and US$9,372,775, respectively. |
| (2) | During the years ended March 31, 2024, and 2023, the largest
amount outstanding due from Everlink was US$488,260. |
| (3) | Represents January 19, 2024, short-term loan in the principal
amount of HK$3,800,000 made in connection with renegotiated leases with reduced rents on three properties rented by JLHK from Everlink. |
| (4) | During the year ended March 31, 2024, the largest amount outstanding
due from New Sole was US$130,471. These advances are made in the ordinary course of business and arise from the collection of certain
amounts by New Sole on behalf of the Company. |
The above amounts were unsecured, interest
free, had no specific repayment terms and were of non-trade nature.
Accounts Receivable/Payable
Accounts receivable/payable consist of the following:
| | |
| |
| |
| | |
As of March 31, | |
| Name | |
Nature | |
Classification | |
2022 | | |
2023 | | |
2024 | |
| | |
| |
| |
US$ | | |
US$ | | |
US$ | |
| Guangdong Rongmian | |
Sales of garment trims | |
Accounts receivable(1) | |
| 33,537 | | |
| 17,304 | | |
| 33,924 | |
| Guangdong Rongmian | |
Purchase of garment trims | |
Accounts payable | |
| 1,726,584 | | |
| 506,275 | | |
| 807,681 | |
| Jiaxing Newsole | |
Sales of garment trims | |
Accounts receivable(2) | |
| 149,717 | | |
| 258 | | |
| - | |
| Jiaxing Newsole | |
Purchase of garment trims | |
Accounts payable | |
| 680,541 | | |
| 92,421 | | |
| 235,981 | |
| New Sole | |
Purchase of garment trims | |
Accounts payable | |
| 892,073 | | |
| 1,783,376 | | |
| 105,767 | |
| (1) | During the years ended March 31, 2024, 2023 and 2022, the largest
amounts outstanding from Guangdong Rongmian were US$128,180, US$18,843 and US$33,537, respectively. |
| (2) | During the years ended March 31, 2024, 2023 and 2022, the largest
amounts outstanding from Jiaxing Newsole were US$505,9601, US$92,421 and US$680,541, respectively. |
Other Transactions
The Corporation rents a residential property owned by it to Mr. Danny
Wong for which Mr. Wong paid the Corporation approximately US$76,923 in rent for the year ended March 31, 2024.
PROPOSAL 2
APPROVAL OF REVERSE STOCK
SPLIT
Overview
The Board of Directors has
approved, and is hereby soliciting Members’ approval of a Reverse Stock Split of the Corporation’s authorized and issued
ordinary shares at a ratio (the “Reverse Split Ratio Range”) of not less than 1 for 1.5 to not more than 1 for 10, with
the exact ratio (the “Reverse Split Ratio”) to be set at a number within this Reverse Split Ratio Range as determined by
the Board in its sole discretion, provided that following approval of the Reverse Stock Split by the Members, the Board of Directors
may in its sole and absolute discretion elect to either: (i) not effect the Reverse Stock Split; or (ii) effect the Reverse Stock
Split so long as the Reverse Stock Split is within the Range specified. The current par value of $0.0000375 of each ordinary share
will be adjusted based on the actual Reverse Split Ratio determined by the Board of Directors. The Members’ approval of the
Reverse Stock Split will grant the Board of Directors the authority to determine when and whether to implement the Reverse Stock
Split and, if so, to select which of the approved exchange ratios within that Range will be implemented. If the Members approve the
Reverse Stock Split, the Board will have the authority, but not the obligation, in its sole discretion, and without further action
on the part of the Members, to implement and effect the Reverse Stock Split within such Reverse Split Ratio Range.
The Board
of Directors believes that Members’ approval of the Reverse Split Ratio Range (rather than a specific ratio) provides the Board
of Directors with flexibility to achieve the purposes of the Reverse Stock Split. In connection with any determination to effect the Reverse
Stock Split, the Board of Directors will set the time for such a split and select a specific Revere Split Ratio within the Range approved
by the Members. These determinations will be made by the Board of Directors with the intention to create the greatest marketability of
the Corporation’s ordinary shares based upon prevailing market conditions at that time.
The Board
of Directors reserves its right to elect not to proceed with the Reverse Stock Split if it determines, in its sole and absolute discretion,
that implementing the Reverse Stock Split is not in the best interests of the Corporation and its Members.
Purpose and Background of the Reverse Stock Split
The Board
of Directors has determined that it is imperative and in the best interests of the Corporation and its Members for its ordinary shares
to maintain compliance with the minimum bid requirements set forth in the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirements”).
The Minimum Bid Requirements require that the Corporation’s ordinary shares must maintain a minimum bid price of $1.00 in order
to continue listing on the Nasdaq Global Market. In the event that the bid price of the Corporation’s ordinary shares falls below
the Minimum Bid Requirement, Nasdaq would provide written notice to the Corporation that its ordinary shares are subject to delisting
from the Nasdaq Global Market.
The Board of
Directors has determined that it is in the best interests of the Corporation and its Members to be proactive in order to ensure continuing
compliance with the Minimum Bid Requirement by providing the Board of Directors the authority and power to effect a Reverse Stock Split
in the event the Board of Directors determines in its sole discretion that implementing such Reverse Stock Split is necessary and appropriate.
Therefore,
in order to ensure the Corporation’s continued listing on The Nasdaq Global Market, the Board of Directors deemed it necessary and
proper to approve the Reverse Stock Split in the Reverse Split Ratio Range provided that following approval of the Reverse Stock Split
by the Members, the Board of Directors may in its sole and absolute discretion elect to either: (i) not effect the Reverse Stock Split;
or (ii) effect the Reverse Stock Split so long as the Reverse Stock Split is within the Range specified and when its believes he Reverse
Stock Split to be most advantageous and in the best interests of the Corporation.
The purpose for seeking approval of the
Reverse Split within the Reverse Split Ratio Range is to: (i) continue to maintain a minimum bid price of $1.00 as required by
Nasdaq Listing Rule 5550(a)(2); and (ii) increase the market price of the Corporation’s ordinary shares. The Board of
Directors may effect the proposed Reverse Split if it believes that a change in the number of ordinary shares outstanding is likely
to achieve the Minimum Bid Price Requirement and improve the market price for the Corporation’s ordinary shares, and only if
the implementation of a Reverse Stock Split is determined by the Board of Directors to be in the best interests of the Corporation
and its Members as a whole.
Further
the Board of Directors further believes that an increased market price for the Corporation’s ordinary shares expected as a result
of implementing the Reverse Stock Split would improve the marketability and liquidity of the Corporation’s ordinary shares and encourage
interest and trading in the Corporation’s ordinary shares. In addition, the Corporation believes that a number of institutional investors and investment
funds are reluctant to invest, and in some cases may be prohibited from investing, in lower-priced stocks and that brokerage firms are
reluctant to recommend lower-priced stocks to their clients. By effecting a Reverse Stock Split, the Corporation believes it may be able
to raise the market price of its ordinary shares to a level where its ordinary shares could be viewed more favorably by potential investors.
Other investors may also be dissuaded from purchasing lower-priced stocks because brokerage commissions, as a percentage of the total
transaction, tend to be higher for lower-priced stocks. A higher or stabilized share price after a Reverse Stock Split could alleviate
this concern.
There can
be no assurance that the Reverse Stock Split, if implemented, will achieve any of the desired results. There also can be no assurance
that the price per ordinary share immediately after the Reverse Stock Split, if implemented, will achieve and maintain the Minimum Bid
Price Requirement or that any increase will be sustained for any period of time.
Procedures for Exchange of Ordinary
Shares
As soon
as practicable after the effective date of the Reverse Stock Split, if implemented, the Members will be notified that the Reverse Stock
Split has been effected. The Corporation expects that its transfer agent will act as the exchange agent for purposes of implementing the
exchange of ordinary shares.
Members
holding ordinary shares in certificated form will be sent a letter of transmittal from the exchange agent, on behalf of the Corporation,
with instructions on how such Members should surrender to the exchange agent certificates representing pre-split ordinary shares in exchange
for post-split ordinary shares in book-entry form. No new ordinary share certificates will be issued to a Member until such Member has
surrendered such Member’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal
to the exchange agent. Any pre-split ordinary shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise,
will automatically be exchanged for post-split ordinary shares. MEMBERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Members holding
ordinary shares in book-entry form with the transfer agent need not take any action to receive post-split ordinary shares. If a Member
is entitled to post-split ordinary shares, a transaction statement will automatically be sent to the Member’s address of record
indicating the number of ordinary shares held following the Reverse Stock Split.
Upon the
Reverse Stock Split, the Corporation intends to treat ordinary shares held by Members in “street name” through a bank, broker
or other nominee in the same manner as registered Members whose ordinary shares are registered in their names. Banks, brokers or other
nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding ordinary shares in “street name.”
However, these banks, brokers or other nominees may have different procedures from those that apply to registered Members for processing
the Reverse Stock Split. If a Member holds ordinary shares with a bank, broker or other nominee and has any questions in this regard,
Members are encouraged to contact their bank, broker or other nominee.
In the
event that a Member beneficially owns shares which are less or equal to the Reverse Split Ratio, such Member shall not receive post-split
ordinary shares.
Fractional Shares
No fractional
shares will be created or issued in connection with the Reverse Stock Split. For Members of record who otherwise would be entitled to
receive fractional shares because they hold a number of pre-split ordinary shares not evenly divisible by the number of pre-split ordinary
shares for which each post-split ordinary share is to be exchanged, we will issue to the Member who would otherwise hold a fractional
share that number of ordinary shares as rounded down to the nearest whole share.
Required Vote
The Reverse
Stock Split will be approved if a simple majority of the votes cast by such Member as, being entitled so to do, vote in person or, in
the case of any Member being a corporation, by its duly authorized representative or by proxy vote “FOR” the Reverse Stock
Split. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation of the Board
The Board
unanimously recommends a vote for the approval of a Reverse Stock Split of the ordinary shares at a ratio of not less than 1 for 1.15
to not more than 1 for 10.
PROPOSAL 3
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit
Committee has selected ZH CPA, LLC to serve as the independent registered public accounting firm of the Corporation for the fiscal year
ending March 31, 2025. We are asking our Members to ratify the selection of ZH CPA, LLC as our independent registered public accounting
firm. In the event our Members fail to ratify the appointment, the Audit Committee may reconsider this appointment.
We have
been advised by ZH CPA, LLC that neither the firm nor any of its associates had any relationship during the last fiscal year with our
Corporation other than the usual relationship that exists between independent registered public accounting firms and their clients. Representatives
of ZH CPA, LLC are not expected to attend the Annual General Meeting in person and therefore are not expected to be available to respond
to any questions. As a result, representatives of ZH CPA, LLC will not make a statement at the Annual General Meeting.
Audit Fees
The following are the fees billed
to the Corporation by its auditors during the fiscal years ended March 31, 2023, and 2024:
| | |
Financial Year
Ended
March 31,
2023 | | |
Financial Year
Ended
March 31,
2024 | |
| Audit Fees | |
$ | 160,000 | | |
$ | 175,000 | |
| Audit Related Fees | |
| - | | |
$ | 5,000 | |
| All Other Fees | |
| - | | |
| 40,000 | |
| Total | |
$ | 160,000 | | |
$ | 220,000 | |
Audit Fees
consist of the aggregate fees billed in each of the fiscal years listed for professional services rendered by the Corporation’s
principal auditors for the audit of its annual financial statements.
Audit
Related Fees consist of the aggregate fees billed in each of the fiscal years listed for professional services rendered by the Corporation’s
principal auditors for the audit related services, including assistance with consent of documents filed with the SEC.
All Other
Fees consist of the aggregate fees billed for services provided by the Corporation’s independent auditor and not otherwise included
in Audit Fees or Audit Related Fees. Included in such Other Fees would be fees for services rendered by the Corporation’s independent
auditor in connection with public offerings conducted during such periods.
Required Vote
Approval of
this proposal requires the affirmative vote of a majority of the ordinary shares entitled to vote and present at the Annual General Meeting,
and are voted in person or by proxy.
Board Recommendation
Our Board
unanimously recommends a vote “FOR” the approval of this proposal to ratify the appointment of ZH CPA, LLC as the Corporation’s
independent public accounting firm for the fiscal year ending March 31, 2025.
GENERAL
Other Matters
The Board of
Directors does not know of any matters that are to be presented at the Annual General Meeting other than those stated in the Notice of
Annual General Meeting and referred to in this proxy statement. If any other matters should properly come before the Annual General Meeting,
it is the intention of the proxy holder named in the accompanying proxy to vote the shares they represent as the board of directors may
recommend. Discretionary authority with respect to such other matters is expressly granted by the execution of the enclosed proxy.
By Order of the Board of Directors
Danny Tze Ching Wong, Chairman of the Board of Directors
October 17, 2024
24
Exhibit 99.2
J-Long Group Limited Announces Receipt
of NASDAQ Determination Letter
Hong Kong, Nov. 19, 2024 (GLOBE NEWSWIRE) -- J-Long Group Limited (Nasdaq:
JL), a Hong Kong based and established distributor of reflective and non-reflective garment trims including, among others, heat transfers,
fabrics, woven labels and tapes, sewing badges, piping, zipper pulls and drawcords, today announced receipt of a letter (the “Determination
Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter
indicated that, as previously notified by Nasdaq on May 13, 2024, the bid price of the Company’s listed security had closed at less
than $1 per share over the previous 30 consecutive business days and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”).
In accordance with the Rule, the Company was provided 180 calendar days, or until November 11, 2024, to regain compliance with the Rule
The Determination Letter stated:
“The Company has not regained compliance with the Rule, and the
listed security is now subject to delisting from The Nasdaq Global Market. Unless the Company requests an appeal of this determination
by November 25, 2024, [as described in further detail below], we have determined that the listed security will be scheduled for delisting
at the opening of business on November 27, 2024…..”
The Staff determined that the Company’s Ordinary Shares would
be scheduled for delisting from The Nasdaq Global Market and would be suspended at the open of business on November 25, 2024. Further,
a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”), which would remove the Company’s
securities from listing and registration on The Nasdaq Stock Market (the “Delisting Determination”).
The Determination Letter further informed the Company that it had until
4:00 p.m. Eastern Time on November 25, 2024, to appeal the Staff’s Delisting Determination to a Hearings Panel and request a hearing
to stay the suspension of the Company’s Ordinary Shares from trading and the filing of the Form 25-NSE with the SEC. The Company
fully intends to submit a hearing request for an oral hearing and pay the hearing fee of $20,000 prior to November 25, 2024.
The Company will be asked to provide Nasdaq with a plan to regain compliance.
At this time, the Company is considering effecting a reverse stock split to regain compliance. The Company’s Ordinary Shares will
continue to trade on The Nasdaq Global Market following the submission of the hearing request until a final determination has been made
by Nasdaq.
“We are cognizant of the value to our shareholders of the listing
of our shares on Nasdaq given the liquidity and pricing efficiency that the exchange provides. We pledge our best efforts towards improved
performance which we believe will allow us to meet the continued listing standards,” stated Mr. Danny Tze Ching Wong, the Chairman
of the Board and founder of J-Long Group Limited.
About J-Long Holdings Limited
J-Long Group Limited is an established distributor in Hong Kong of
reflective and non-reflective garment trims including, among others, heat transfers, fabrics, woven labels and tapes, sewing badges, piping,
zipper pullers and drawcords. The Company offer a wide range of services to cater to customers’ needs in reflective and non-reflective
garment trims, including market trend analysis, product design and development and production and quality control. For more information,
visit the Company’s website at http://j-long.com.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements.
These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy
and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no
obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes
in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors
that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect
its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
Hong Kong:
J-Long Group Limited
Edwin Chun Yin Wong, CEO and Director
ir@j-long.com +852 3693 2110
J Long (NASDAQ:JL)
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