Chaince Digital Holdings Inc. (CD) Earnings Call Transcript & Summary

It is my pleasure to welcome you to our 2026 Annual General Meeting of Shareholders we are glad you are here today, and we appreciate your support of Chaince Digital. I will start the formal business of this meeting by introduce Yukuan Zhang, our Chief Financial Officer, who will serve as Secretary of this meeting. The meeting will now come to order. Our first action in the general order of business will be to review the motions to be considered, then we will vote on those motions. After the voting, we will receive a pre miliary report on the voting results, which will conclude the formal business of this meeting. We will then draw the meeting and entertain questions you may have about Chaince Digital. I call your attention to the meeting rules of conduct. So to begin, I will ask Yukuan Zhang to confirm that notice of this meeting was probably given and attest the presence of a quorum.

Thank you, Victor. Matthew Windman of McCarter & English, LLP has been appointed inspector of elections to ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of the proxies and ballots, count all votes and determine the results of the voting. I have received Matthew Windman's written oath of office as inspector, and I have been presented with evidence that, one, notice of this meeting was properly given to all shareholders of record as of the close of business on the record date; and two, there are at least two members entitled to vote present in person or by proxy. Representing not less than 1/3 in nominal value of the total issued voting shares of the company throughout the meeting, which is sufficient for a quorum and for transacting the business of this meeting. I find that the quorum is present for the purpose of conducting business at this meeting. All holders of the company's ordinary shares as of the close business on July 14, 2026, are entitled to vote at this meeting, either in person or by proxy on all business to come before the meeting.

Thank you. The items to be considered at this meeting are the items set forth in detail in the notice of 2026 Annual General Meeting of shareholders and the proxy statement of the company, which were first mailed or otherwise made available to shareholders on July 29, 2026. The first item of business on our agenda is the election or reelection of directors to serve until their respective successors are elected or appointed or the offices are otherwise vacated in accordance with the company's memorandum and Articles of Association, then, in fact, Alan Curtis and Hui Cheng have been nominated for reelection as independent directors. Shi Qiu has been nominated for reelection and as a Director. Jialin Li has been nominated for election as an independent director as the successor for Peter Nobel and Gregory McGillis has been nominated for election as an additional director. Each director nominee will be voted upon separately. The second item on our agenda is the ratification of the selection of Tang Qian & Associates PLLC as the company's independent registered public accounting firm for the fiscal year ending December 21, 2026. The third item on our agenda is approval of an increase in the authorized share capital of the company from USD 4 million divided into 1 billion ordinary shares, par value USD 0.004 per share to USD 80 million divided into 20 billion ordinary shares, par value USD 0.004 per share by the creation of an additional 19 billion ordinary share par value USD 0.004 per share, ranking pari passu in all respect with the existing ordinary share and cost corresponding amendment to Clause 6 of the company's fifth amended and Restated Memorandum of Association solely to reflect foregoing increase in authorized share capital. The fourth item on our agenda is approval of authorized for the Board in its discretion and without further shareholder approval to effect one or more share consolidations or reverse stock split of the company's issued and unissued ordinary shares on or behalf the third anniversary of this meeting at a ratio of not less than 2:1 and not greater than 200:1 for each share consolidation, provided that the aggregate cumulated ratio of all such share consolidations shall not be greater than 4,000;1; and to authorize the Board to determine the treatment of fractional share and to the extent permitted by Cayman Islands law and the company memorandum and Articles of Association make any corresponding proportionate adjustment to the numbers of authorized ordinary share and the par value of each ordinary share in each case as more fully described in Proposal 4 of the proxy statement. The fifth item on our agenda is to transact such other business may ask properly come before the meeting. The Board knows no other matter to be presented at the meeting. Are there any questions at this time pertaining to these agenda items for shareholders who are attending the meeting virtually? Question may be submitted through the virtual meeting platform. Yukuan Zhang, may we open the polls?

Yes. I now declare the polls for this meeting to begin -- to open. If you have previously voted, it is not necessary for you to vote again unless you wish to change your vote. If there is any shareholders present who has not authorized the proxy to vote and wish to vote in person or who wish to revoke a proxy previously submitted, please raise your hand and the Inspector of Elections will distribute a ballot to you. Any shareholder who is attending the meeting virtually via the Internet may also vote. If you are a registered holder and hold your share with VStock Transfer and wish to vote while attending the meeting virtually, you may vote by following the link and the Resources tab on your screen in accordance with VStock Transfer LLC's instructions. A control number is required. If you hold your shares through a bank, broker or other nominee as a beneficial owner, you will not be able to vote your shares directly as is the case for shareholders of record as explained in the notice of Annual General Meeting, a beneficial owner who wish to vote during the meeting must have obtained a legal proxy from its bank, broker or nominee, giving it the right to vote its shares at the meeting. We cannot accept the beneficial owners vote during the meeting unless both the legal proxy and the company's proxy card were received in advance. After the votes have been cast and the polls closed, the inspector will announce the preliminary results. [Voting]

Okay. All ballots have been submitted and everyone having had the opportunity to vote, I now announce that the polls for this meeting are closed. I will now ask Matthew Windman, the Inspector of Election to report the preliminary results for the vote. Please, Matthew.