Glory Star New Media : Notice and Proxy Statement for Annual General Meeting - Form 6-K

GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

22F, Block B, Xinhua Technology Building

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China

To the Shareholders of Glory Star New Media Group Holdings Limited:

You are cordially invited to attend the Annual General Meeting of Glory Star New Media Group Holdings Limited (the "Company") on Saturday, December 18, 2021, (the "Annual General Meeting"), at the offices of the Company, located at 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016, at 10:00 a.m., local time. A Notice of the Annual General Meeting, a Proxy card and a Proxy Statement containing information about the matters to be voted upon at the Annual General Meeting are enclosed.

All registered holders of our ordinary shares ("Ordinary Shares" or "Shares") as of the close of business on Wednesday, November 10, 2021 (the "Record Date"), will be entitled to vote at the Annual General Meeting on the basis of one vote for each Ordinary Share held.

Our activities for the fiscal year ended December 31, 2020, is included in our annual report on Form 20-F, filed with the Securities and Exchange Commission ("SEC") on March 29, 2021, and as amended on June 1, 2021 (the "Annual Report"). Upon written request to the Secretary of the Company, the Company will provide, without charge, to each person solicited a copy of the Annual Report, including the financial statements and report of independent registered public accounting firm filed therewith. The Annual Report and other reports that we file with the SEC are also available to the public from the SEC's website at http://www.sec.gov.

Whether or not you plan to attend the Annual General Meeting, the Company requests that you please exercise your voting rights by completing and returning your Proxy card promptly in the enclosed self-addressed stamped envelope. If you are a registered holder of Ordinary Shares, by attending the Annual General Meeting and voting in person, your Proxy card will not be used.

We are providing the accompanying Proxy Statement and accompanying Proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Annual General Meeting and at any adjournments of such meeting. Whether or not you plan to attend the Annual General Meeting, we urge you to read the Proxy Statement and sign, date and return the Proxy card.

On behalf of our Board of Directors, I thank you for your support.

	Sincerely,
	/s/ Bing Zhang
	Bing Zhang
	Chairman of the Board and Chief Executive Officer

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GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

22F, Block B, Xinhua Technology Building

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China

NOTICE OF THE ANNUAL GENERAL MEETING

OF GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

To Be Held on December 18, 2021

Dear Shareholder:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company ("Glory Star" or the "Company"), will be held on December 18, 2021, at 10:00 a.m., local time, at the offices of the Company, located at 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.

At the Annual General Meeting, our shareholders will be asked to consider and vote upon:

Proposal No. 1. As an ordinary resolution, Yong Li and Bing Zhang be appointed as Class II Directors to hold office in accordance with the amended and restated memorandum and articles of association of the Company until the Annual General Meeting to be held in 2024 and until their successors are appointed and duly qualified, or until their earlier resignation or removal. We refer to Proposal 1 as the "Director Appointment Proposal"; and

Proposal No. 2. As an ordinary resolution, the appointment of Assentsure PAC as the independent registered public accounting firm for the fiscal year ending December 31, 2021, be approved and ratified. We refer to Proposal 2 as the "Ratification of Auditors Proposal".

Only holders of record of our ordinary shares at the close of business on November 10, 2021 are entitled to notice of the Annual General Meeting and to vote at the meeting and any adjournments of the meeting. A complete list of our shareholders of record entitled to vote at the Annual General Meeting will be available for ten days before the meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Each of these Proposals is more fully described in the accompanying Proxy Statement. We ask that you vote or date, sign and return the enclosed Proxy card in the self-addressed stamped envelope. If you are a registered holder of Ordinary Shares, you may revoke your Proxy Card and vote in person if you later decide to attend in person.

	Sincerely,
	/s/ Bing Zhang
	Bing Zhang
	Chairman of the Board and Chief Executive Officer
	November 18, 2021

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GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

22F, Block B, Xinhua Technology Building

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China

PROXY STATEMENT

November 18, 2021

GENERAL INFORMATION

This Proxy Statement and the accompanying Proxy card are being mailed to shareholders of the Glory Star New Media Group Holdings Limited (the "Company") in connection with the solicitation of proxies by the Board of Directors (the "Board") of the Company for the 2021 Annual General Meeting of the Company (the "Annual General Meeting"). The Company's Annual Report for the fiscal year ended December 31, 2020, which is not part of this Proxy Statement, was filed separately with the Securities and Exchange Commission on March 29, 2021, and as amended on June 1, 2021.

Voting By Registered Holders of Ordinary Shares

When your Proxy card is returned properly executed, the Ordinary Shares it represents will be voted in accordance with your specifications. You have three choices as to your vote on each of the items described in this Proxy Statement that are to be voted upon at the Annual General Meeting. You may vote "for" or "against" each item or "abstain" from voting by marking the appropriate box.

If you sign and return your Proxy card but do not specify any choices, you will thereby confer discretionary authority for your Ordinary Shares to be voted as recommended by the Board. The Proxy card also confers discretionary authority on the individuals named therein to vote on any variations to the proposed resolutions.

Whether or not you plan to attend the Annual General Meeting, you can be assured that your Ordinary Shares are voted by completing, signing, dating and returning the enclosed Proxy card to the attention of the Company's chief financial officer at 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016, not less than 48 hours before the time appointed for the Annual General Meeting. You may revoke your Proxy card at any time before it is exercised by giving written notice thereof to the Secretary of the Company, by submitting a subsequently dated Proxy card, by attending the Annual General Meeting and withdrawing the Proxy card, or by voting in person at the Annual General Meeting.

Each holder of the Ordinary Shares in the capital of the Company in issue, and recorded in the Register of Members of the Company at the close of business on November 10, 2021, is entitled to one vote on a show of hands and, on a poll, to one vote for each Ordinary Share so held at the Annual General Meeting. All such Ordinary Shares entitled to vote at the Annual General Meeting are referred to herein as "Record Shares." The presence in person or by proxy of the holders of a majority of the Record Shares will constitute a quorum for the transaction of business at the Annual General Meeting. Resolutions put to the vote at the Annual General Meeting will be decided by a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by the Chairman of the Annual General Meeting or any holder of Record Shares present in person or by proxy. Every holder of a Record Share present in person or by proxy is entitled to one vote on a show of hands and, on a poll, to one vote for each Record Share held.

If two or more persons are jointly registered as holders of an Ordinary Share then in voting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other holders of the Ordinary Share and, for this purpose seniority, shall be determined by the order in which the names stand on the register of the Members.

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Broker Non-Votes and Abstentions

Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. The Director Appointment Proposal will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or other nominee is not voting your shares is referred to as a "broker non-vote." However, the Ratification of Auditors Proposal will be considered discretionary and therefore your broker, bank or other nominee may vote your shares without your instruction.

With respect to the meeting, abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but will have no effect on any of the Proposals.

Certain Filings With SEC

Our activities for the fiscal year ended December 31, 2020, is included in our annual report on Form 20-F, filed with the Securities and Exchange Commission ("SEC") on March 29, 2021, and as amended on June 1, 2021 (the "Annual Report"). Upon written request to the Secretary of the Company, the Company will provide, without charge, to each person solicited a copy of the Annual Report, including the financial statements and report of independent registered public accounting firm filed therewith. The Annual Report and other reports that we file with the SEC are also available to the public from the SEC's website at http://www.sec.gov.

Upon request, we will, without charge, send you copies of our Annual Report that we have filed with the SEC. You may request copies of the Annual Report by addressing your request to Secretary, Glory Star New Media Group Holdings Limited, 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of November 10, 2021:

	●	each person known to us to own beneficially more than 5% of our ordinary shares;
	●	each of our current executive officers and directors; and
	●	each of our directors and executive officers as a group.

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As of November 10, 2021, we had a total of 68,122,402 ordinary shares outstanding.

Name and Address(1)		Number of Shares Beneficially Owned			Percentage of Ownership
Bing Zhang(2)			19,712,863				28.9	%
Jia Lu(3)			6,784,116				10.0	%
Ran Zhang(4)			1,858,161				2.7	%
Ke Chen			2,000				*	%
Ming Shu Leung			2,000				*	%
Yong Li			2,000				*	%
Perry Lu			30,000				*	%
All directors and executive officers as a group (seven individuals):			28,391,140				41.7	%
Happy Starlight Limited(2)			18,952,863				27.8	%
Enjoy Starlight Limited(3)			6,554,116				9.6	%
Fashion Starlight Limited(4)			1,848,161				2.7	%
Sing Wang(5)			5,726,000				8.4	%
TKK Symphony Sponsor(5)			5,726,000				8.4	%

*	Less than 1%

(1)	Unless otherwise indicated, the business address of each of the individuals is 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China.
(2)	Mr. Bing Zhang is the director and chief executive officer of Glory Star. Mr. Zhang is sole shareholder and director of Happy Starlight Limited, which holds 27.8% of our ordinary shares.
(3)	Mr. Jia Lu is the director and senior vice president of Glory Star Media (Beijing) Co., Ltd. Mr. Lu is the sole shareholder and a director of Enjoy Starlight Limited, which holds 9.6% of our ordinary shares.
(4)	Ms. Ran Zhang is the director and Supervisor of Glory Star Media (Beijing) Co., Ltd., the director of Horgos Glory Star Media Co., Ltd., vice president (in charge of distribution/channels/publicity/chief editor's office) of Glory Star Media (Beijing) Co., Ltd, and the supervisor of Xing Cui Can and Leshare Star (Beijing) Technology Co., Ltd. Ms. Zhang is the sole shareholder and a director of Fashion Starlight Limited, which holds 2.7% of our ordinary shares.
(5)	Sing Wang indirectly owns 100% of the equity interest of the Sponsor. He is the sole owner of China Capital Advisors Corporation, which is the sole owner of Texas Kang Kai Capital Partners. Texas Kang Kai Capital Partners owns 100% of the equity interest of TKK Capital Holding, the sole member of the Sponsor. Consequently, Sing Wang may be deemed the beneficial owner of the shares held by the Sponsor and has sole voting and dispositive control over such securities. Mr. Wang disclaims beneficial ownership of any shares other than to the extent he may have an interest therein, directly or indirectly. The business address is c/o Texas Kang Kai Capital Management (Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway, Admiralty, Hong Kong.

BOARD OF DIRECTORS

The Board is responsible for establishing broad corporate policies and for overseeing the overall performance of the Company. The Board reviews significant developments affecting the Company and acts on other matters requiring its approval.

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Number and Terms of Directors. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual Meeting) serving a three-year term. The term of office for Class I directors, consisting of Messrs. Ming Shu Wang, and Jia Lu will expire at our 2023 Annual Meeting. The term of office of the Class II directors, consisting of Messrs. Yong Li and Bing Zhang will expire at the 2021 Annual Meeting and the term of office of the Class III directors, consisting of Mr. Ke Chen will expire at the 2022 Annual Meeting.

Director Independence Currently, each of Messrs. Ming Shu Leung, Yong Li, and Ke Chen would be considered an "independent director" under the NASDAQ listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors. Our board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and certain limited exceptions, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NASDAQ require that the compensation committee and nominating committee of a listed company be comprised solely of independent directors.

Audit Committee. We have established an audit committee of the board of directors, which consists of Messrs. Ming Shu Leung, Yong Li, and Ke Chen, each of whom is an independent director under NASDAQ's listing standards. Mr. Leung is the Chairperson of the audit committee.

The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

●	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual report;

●	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●	discussing with management major risk assessment and risk management policies;

●	monitoring the independence of the independent auditor;

●	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

●	reviewing and approving all related-party transactions;

●	inquiring and discussing with management our compliance with applicable laws and regulations;

●	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

●	appointing or replacing the independent auditor;

●	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

●	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

The audit committee will at all times be composed exclusively of "independent directors" who are "financially literate" as defined under NASDAQ listing standards. NASDAQ listing standards define "financially literate" as being able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

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In addition, we must certify to NASDAQ that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual's financial sophistication. The board of directors has determined that Messrs. Ming Shu Leung, Yong Li, and Ke Chen each qualify as an "audit committee financial expert," as defined under rules and regulations of the SEC.

Nominating Committee. We have established a nominating committee of the board of directors, which consists of Messrs. Ming Shu Leung, Yong Li, and Ke Chen, each of whom is an independent director under NASDAQ's listing standards. Mr. Chen is the Chairperson of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Compensation Committee. We have established a compensation committee of the board of directors, which consists of Messrs. Ming Shu Leung, Yong Li, and Ke Chen, each of whom is an independent director under NASDAQ's listing standards. Mr. Li is the Chairperson of the compensation committee. The compensation committee's duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer's based on such evaluation;

●	reviewing and approving the compensation of all of our other executive officers;

●	reviewing our executive compensation policies and plans;

●	implementing and administering our incentive compensation equity-based remuneration plans;

●	assisting management in complying with our proxy statement and annual report disclosure requirements;

●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

PROPOSAL NO. 1. ELECTION OF CLASS II DIRECTOR

Our Board of Directors is currently divided into three classes, Classes I, II and III. The Company's Articles of Association provides that, at each annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three nor a multiple of three, the number nearest to but not exceeding one-third, shall retire from office. The Company currently has five (5) directors. Accordingly the Board is divided into three classes as nearly equal in number as the then total number of directors permits. Each Class I, Class II and Class III directors will be appointed for a three -year terms. If the number of directors is changed, any increase or decrease will be apportioned among the classes so that one-third of the directors will retire from office at each annual general meeting, and any additional directors of any class appointed to fill a vacancy resulting from an increase in that class will hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

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At the 2021 Annual General Meeting, the two existing Class II Directors consisting of Messrs. Li and Zhang are being proposed to be appointed for a three-year term ending 2024, and until their successors are appointed and duly qualified, or until such director's earlier resignation or removal. A brief summary of Messrs. Li's and Zhang's principal occupation, business affiliations and other information are as follows.

Mr. Yong Li, age 51, became our independent director in February 2020. Mr. Li is the deputy director of Intelligent Communication Commission of China TV Artists Association (CTAA), Partner of Chengmei Capital and Chairman of Guyuan Culture since June 2019. From 2014 to 2018, Mr. Li served as Chief Inspector/General Manager of Dragon TV Center, Oriental Entertainment Media Group Co., Ltd. From 2011 to 2014, Mr. Li served as the general manager of Shanghai New Media & Entertainment Co. LTD. In addition, Mr. Li was the first to launch "independent producer system" in Shanghai, which has significantly promoted the development of China's entertainment and media industry. Mr. Li holds a master degree in business from China Europe International Business School in 2006 and a Bachelor of Art in Journalism from Communication University of China in 1991.

Mr. Bing Zhang, age 53, became our chairman, director and chief executive officer in February 2020 upon the consummation of the Business Combination. Mr. Zhang has been the chairman of Glory Star Group since 2019 and he also serves as the chief executive officer of Horgos and Xing Cui Can since 2016. From 2011 to 2016, Mr. Zhang was the Vice President of Trends Group as well as Chairman of Board of Directors and General Manager of Trends Star (Beijing) Cultural Media Co., Ltd. Mr. Bing Zhang holds an EMBA Degree of Tsinghua SEM and a Bachelor Degree of Hunan University.

Messrs. Li and Zhang have consented to be named in this Proxy Statement and to serve on the Board, if appointed. In the event that any of the nominees should not be available, the persons named in the proxy card will vote for the other nominees and may vote for a substitute for the unavailable nominee.

Vote Required for Approval

This proposal requires the approval of an ordinary resolution under Cayman Islands law which requires the affirmative vote of the holders of a majority of our ordinary shares that are represented in person or by proxy and entitled to vote thereon and actually cast at the meeting. Accordingly, abstentions and broker non-votes will have no effect on this proposal.

Full Text of the Resolution

RESOLVED that, as an ordinary resolution, Yong Li and Bing Zhang be appointed as a Class II Director to hold office in accordance with the amended and restated memorandum and articles of association of the Company until the Annual General Meeting to be held in 2024 and until their successors are appointed and duly qualified, or until their earlier resignation or removal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF MESSRS. LI AND ZHANG AS A CLASS II DIRECTOR TO SERVE A THREE-YEAR TERM UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2024 AND UNTIL HIS SUCCESSORS IS ELECTED AND DULY QUALIFIED, OR UNTIL SUCH DIRECTOR'S EARLIER RESIGNATION OR REMOVAL. UNLESS DIRECTED TO THE CONTRARY, THE ORDINARY SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED FOR THE ELECTION OF SAID NOMINEE.

PROPOSAL NO. 2: APPROVAL AND RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed Assentsure PAC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, subject to approval and ratification by the Shareholders.

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If the Shareholders do not approve and ratify the appointment of Assentsure PAC, the selection of other independent registered public accounting firm will be considered by the Audit Committee and the Board.

Vote Required for Approval

This proposal requires the approval of an ordinary resolution under Cayman Islands law which requires the affirmative vote of the holders of a majority of our ordinary shares that are represented in person or by proxy and entitled to vote thereon and actually cast at the meeting. Accordingly, abstentions and broker non-votes will have no effect on this proposal.

Full Text of the Resolution

RESOLVED that, as an ordinary resolution, the appointment of Assentsure PAC as the independent registered public accounting firm for the fiscal year ending December 31, 2021, be approved and ratified.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND RATIFICATION OF THE APPOINTMENT OF ASSENTSURE PAC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021. UNLESS DIRECTED TO THE CONTRARY, THE ORDINARY SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED FOR THE APPROVAL AND RATIFICATION OF THE APPOINTMENT OF ASSENTSURE PAC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

GENERAL

At the date of this Proxy Statement, the Board of Directors has no knowledge of any business which has been presented for consideration at the Annual General Meeting other than that described above.

Present officers, directors and other employees of the Company may solicit proxies by telephone, telecopy, telegram or mail, or by meetings with Shareholders or their representatives. The Company will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. All expenses of solicitation of proxies will be borne by the Company.

	By Order of the Board of Directors,
	/s/ Bing Zhang
	Bing Zhang
	Chairman of the Board and Chief Executive Officer

Dated: November 18, 2021

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