AGM : Proxy Statement and Notice of Annual Meeting of Shareholders-2021

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EX-99.1 2 ea150887ex99-1_agmgroup.htm NOTICE OF ANNUAL SHAREHOLDER MEETING AND PROXY STATEMENT

Exhibit 99.1

	AGM GROUP HOLDINGS, INC.
	c/o Creative Consultants (Hong Kong) Limited
	Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road
	Wanchai, Hong Kong
	PROXY STATEMENT AND NOTICE OF
	ANNUAL MEETING OF SHAREHOLDERS
To the shareholders of	November 17, 2021
AGM Group Holdings, Inc.	Beijing, China

To our shareholders:

It is my pleasure to invite you to our 2021 Annual Meeting of Shareholders on December 31, 2021, at 10:00 A.M., Beijing Time (December 8, 2021, at 9:00 P.M., Eastern Time). The meeting will be held at Room 1812, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang, Beijing, People's Republic of China.

The matters to be acted upon at the meeting are described in the Notice of Annual Meeting of Shareholders and Proxy Statement.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY ON THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.

By order of the Board of Directors,

/s/ Chenjun Li

Chenjun Li

Chairman of the Board of Directors

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NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

AGM GROUP HOLDINGS, INC.

TIME: 10:00 A.M., Beijing Time, on December 31, 2021 (9:00 P.M., Eastern Time, on December 30, 2021)

PLACE: Room 1812, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang, Beijing, People's Republic of China.

ITEMS OF BUSINESS:

1. The election of five directors, each to serve a term expiring at the Annual Meeting of Shareholders in 2022 or until their successors are duly elected and qualified;
2. The ratification of the appointment of JLKZ CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021;

(4) The transaction of any other business properly coming before the meeting.

WHO MAY VOTE:You may vote if you were a shareholder of record on November 4, 2021.

ANNUAL REPORT: A copy of our 2020 Annual Report on Form 20-F is available on the Company's website at www.agmprime.com under Investors and in print upon request.

DATE OF MAILING: This notice and the proxy statement are first being mailed to shareholders on or about November 17, 2021. By order of the Board of Directors,

/s/ Chenjun Li

Chenjun Li

Chairman of the Board of Directors

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ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

What am I voting on?

You will be voting on the following:

1. The election of five directors, each to serve a term expiring at the Annual Meeting of Shareholders in 2022 or until their successors are duly elected and qualified;
2. The ratification of the appointment of JLKZ CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021;
3. The transaction of any other business properly coming before the meeting.

Who is entitled to vote?

You may vote if you owned ordinary shares of AGM Group Holdings Inc. (the "Company" or "AGM Holdings") as of the close of business on November 4, 2021. As of November 4, 2021, we had 21,356,290 Class A Ordinary Shares and 2,100,000 Class B Ordinary Shares outstanding. Each Class A Ordinary Share is entitled to one vote while each Class B Ordinary Share is entitled to five votes.

How do I vote before the meeting?

If you are a registered shareholder, meaning that you hold your shares in certificate or book entry form, you have two voting options:

1. By Internet, which we encourage if you have Internet access, at the address shown on your proxy card;
2. By mail, by completing, signing and returning the enclosed proxy card.

If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.

May I vote at the meeting?

If you are a shareholder of record, you may vote in person at the meeting. If you hold your shares through an account with a bank or broker, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the meeting, please contact your bank or broker to learn the procedures necessary to allow you to vote your shares in person. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. You may vote by proxy through the Internet or by mail.

Can I change my mind after I return my proxy?

You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the meeting, (2) voting again over the Internet prior to the time of the meeting, or (3) voting at the meeting if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.

What if I return my proxy card but do not provide voting instructions?

Proxies that are signed and returned but do not contain instructions will be voted in favor of Proposals 1 and 2 in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

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What does it mean if I receive more than one proxy card or instruction form?

It indicates that your Class A ordinary shares and/or Class B ordinary shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.

Will my shares be voted if I do not provide my proxy or instruction form?

If you are a registered shareholder and do not provide a proxy, you must attend the meeting in order to vote your shares. If you hold shares through an account with a bank or broker, your shares may be voted even if you do not provide voting instructions on your instruction form. Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. The ratification of the appointment of JLKZ CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 is considered a routine matter for which brokerage firms may vote without specific instructions. However, election of directors is no longer considered a routine matter for which brokerage firms may vote without specific instructions. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. Shares that a broker is not authorized to vote are counted as "broker non-votes."

How can I attend the meeting?

The meeting is open to all holders of the Company's ordinary shares as of November 4, 2021.

May shareholders ask questions at the meeting?

Yes. Representatives of the Company will answer questions of general interest at the end of the meeting. You may also submit questions in advance via email to [e-mail]. Such questions will also be addressed at the end of the meeting.

How many votes must be present to hold the meeting?

Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by internet or mail. In order for us to conduct our meeting, 50% of the votes of the classes of shares entitled to vote as of November 4, 2021 must be present in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting. If a quorum is not present or represented, the Chairman of the meeting may, with the consent of the meeting, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

How many votes are needed to approve the Company's proposals?

Proposal 1. The nominees receiving the highest number of "For" votes will be elected as directors. This number is called a plurality. Shares not voted will have no impact on the election of directors. The proxy given will be voted "For" each of the nominees for director unless a properly executed proxy card is marked "Withhold" as to a particular nominee or nominees for director.

Proposal 2. The ratification of the appointment of JLKZ CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 requires that a majority of the votes cast at the meeting be voted "For" the proposal. A properly executed proxy card marked "Abstain" with respect to this proposal will not be voted.

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PROPOSAL ONE

ELECTION OF DIRECTORS

(ITEM 1 ON THE PROXY CARD)

Our Board currently consists of five directors, each serving a one-year term. The existing directors are Mr. Chenjun Li, Mr. Wenjie Tang, Ms. Fangjie Wang, Ms. Jing Shi and Mr. Jialin Liu. At the Annual Meeting, the shareholders will vote on the reelection of all of the existing directors. All directors will hold office until our next annual meeting of shareholders, at which time shareholders will vote on the election and qualification of their successors.

All shares duly voted will be voted for the election of directors as specified by the shareholders. No proxy may be voted for more people than the number of nominees listed below. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of each of the nominees named below, all of whom are presently directors. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, although we know of no reason to anticipate that this will occur, the proxies will be voted for any nominee designated by the present Board to fill the vacancy.

The following paragraphs set forth information regarding the current ages, positions, and business experience of the nominees.

Chenjun Li

Chairman of the Board of Directors

Age - 39

Mr. Chenjun Li has been our Chairman since September 2021. Mr. Li is an expert in the sector of computer software, possessing over 10 years of experience in credit card and credit card related systems and 8 years of experience in Bitcoin and blockchain technology. He is proficient in software development system, open-source technology system and operating system principles. Mr. Li started his career at Shanghai Huateng Software System Co., Ltd. and Tonglian Payment Network Service Co., where he would serve for 7 years and took the responsibilities of module development, joint debugging and testing, positioning problems, and bug fixes, designing, developing and constructing integrated management platform of the ABC Credit Card Center in addition to the core system, construction of the second-generation system of UnionPay II and overseeing system architecture design, system analysis, quality control, and follow-up planning, among others. From 2013 to 2021, Mr. Li served as the Chief Technology Officer at Shenzhen HighSharp Electronics Ltd., where he was responsible for not only constructing and designing R&D of SMIC's 55nm Bitcoin chip TSMC's 16nm Bitcoin chip, Samsung's 10nm Bitcoin chip, and SMIC's N+1 Bitcoin chip, but also the algorithm design, system design, algorithm verification and system verification of high-performance Bitcoin ASIC chip and the entire solution Mr. Li obtained his bachelor's degree in computer science and technology from Tongji University in 2005.

Wenjie Tang.

Director

Age - 39

Mr. Tang is the co-founder of our Company and has served as Chief Executive Officer since the beginning and serve as director of the Company commencing February 9, 2018. Before co-founding our subsidiary AGM Beijing, he co-founded and held the Chief Executive Officer position in Beijing Miteke Technology Co. Ltd. from 2011 to 2015, and was Chief Representative and Chief Business Officer in MeiZhi Huangqiu Beijing Technology Co. Ltd. from 2009 to 2011. Mr. Tang earned his master's degree in Economics from Tufts University in Boston, and his bachelor's degree in Economics from Shanghai Fudan University. He is a Certified Financial Analyst (level 3 candidate), and has passed series 3 of the National Commodities Futures Examination in the United States. Mr. Tang has 12 years of experience in forex trading, more than 15 years of experience in stock and futures investment. He also has a profound understanding of the operation principles, market microstructure, macro trading, trading system and risk control.

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