Item 5.07. Submission of Matters to a Vote of Security Holders

Results of the Annual Meeting of Stockholders

An Annual Meeting of Stockholders (the "AGM") of the Company was held on February 17, 2023 to approve the agenda items described below.

Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.

A total of 25,677,415 shares (55.43% of the 46,316,635 issued and outstanding shares of the Company's common stock entitled to vote as of December 28, 2022, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.

Agenda Item 1. To elect four directors:



     Nominee             For            Withheld

Hsien Loong Wong 15,969,769 83.15% 3,235,675 16.85%


 Yew Poh Leong    19,088,346 99.39%  117,098  0.61%
 Michael Chan     19,060,043 99.24%  145,401  0.76%
 Eng Ho Ng        19,117,669 99.54%  87,775   0.46%

There were 6,473,971 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.

Agenda Item 2. To ratify the appointment of Centurion ZD CPA & Co. as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2023. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



       For          Against       Abstain
25,473,079 99.20% 18,851 0.07% 185,485 0.73%

There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item.




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Agenda Item 3. To approve the Company's 2023 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



       For            Against        Abstain

15,926,413 82.92% 3,259,413 16.97% 19,618 0.10%

There were 6,473,971 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

Agenda Item 4. To approve to amend the exercise price of outstanding stock options from $8.00 to $3.84. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



       For            Against      Abstain

10,395,680* 98.02% 192,564 1.82% 17,200 0.16%

There were 6,473,971 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

* 8,600,000 votes held by insiders of the Company, which voted "for" were excluded from voting on this agenda item.

Agenda Item 5. To authorize the issuance in excess of 20% of the shares of the Company's common stock to the Company's primary lender upon repayment by conversion of the Note and exercise of the Warrant held by the lender. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



      For             Against        Abstain

3,025,484 15.75% 16,166,133 84.17% 13,827 0.07%

There were 6,473,971 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

Agenda Item 6. To approve of lowering the floor price under the Note and Warrant held by the Company's primary lender from $0.86 to $0.50 per share of the Company's common stock. The votes cast for or against this agenda item, and the number of abstentions, were as follows:




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      For             Against        Abstain

2,957,553 15.40% 16,230,413 84.51% 17,478 0.09%

There were 6,473,971 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.

Agenda Item 7. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



       For            Against        Abstain

15,927,686 82.93% 3,252,284 16.94% 25,474 0.13%

There were 6,473,971 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.




Item 8.01 Other Events

On February 17, 2023, immediately following the annual meeting the Company's Board of Directors re-appointed the following officers:

Martin Shen President and Chief Executive Officer; and
  Yew Hon Lee Chief Financial Officer, Secretary and Treasurer.

In addition, on February 21, 2023, the Company issued a news release announcing the results of the AGM. A copy of the news release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit    Description

  99.1       News Release dated February 21, 2023

  104      Cover Page Interactive Data File (the cover page XBRL tags are
           embedded within the inline XBRL document)




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