UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-38768
MDJM LTD
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
(Address of principal executive office)
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 x Form
40-F ¨
EXPLANATORY NOTE
In connection with the 2024 Annual General Meeting
of Shareholders (the “Meeting”) of MDJM LTD, a Cayman Islands company (the “Company”), the Company hereby furnishes
the notice and proxy statement of the Meeting and the form of proxy card as Exhibits 99.1 and 99.2, respectively.
Exhibits
SIGNATURES
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.
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MDJM LTD |
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By: |
/s/ Siping Xu |
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Siping Xu |
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Chief Executive Officer |
Date: November 4, 2024
Exhibit 99.1
MDJM LTD
(incorporated in the Cayman Islands with limited
liability)
(NASDAQ: MDJH)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual
general meeting of shareholders (the “Meeting”) of MDJM LTD (the “Company”) will be held on 20 December 2024,
at 10:00 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the following purposes:
| 1 |
To re-elect Siping XU as a director of the Company to hold office until the next annual general meeting; |
| 2 |
To re-elect Yuan GONG as a director of the Company to hold office until the next annual
general meeting; |
| 3 |
To re-elect Zhenlei HU as a director of the Company to hold office until the next annual general meeting; |
| 4 |
To re-elect Liding SUN as a director of the Company to hold office until the next annual general meeting; |
| 5 |
To re-elect Wei GUAN as a director of the Company to hold office until the next annual general meeting; and |
| 6 |
To ratify the re-appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending 31 December 2024; and |
| 7 |
To appoint Quality Law Services Ltd. as the Company’s legal counsel in respect of the Cayman Islands laws. |
The board of directors of the Company (“Board
of Directors”) has fixed the close of business on 4 November 2024 as the record date (the “Record Date”) for determining
the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Subject to the provisions of the
memorandum and articles of association (as amended) of the Company and to any restrictions imposed on any shares, only holders of ordinary
shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials,
including the Company’s 2023 annual report, by submitting a request to ir@mdjmjh.com.
| By Order of the Board of Directors, |
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| /s/ Siping Xu |
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| Siping Xu |
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| Chairman of the Board of Directors |
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| 4 November 2024 |
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MDJM LTD
ANNUAL GENERAL MEETING OF SHAREHOLDERS
20 DECEMBER 2024
10:00 am Eastern Time
PROXY STATEMENT
The board of directors (the “Board of Directors”)
of MDJM LTD (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”)
of the Company to be held on 20 December 2024, at 10:00 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom
or any adjournment thereof.
Only holders of the ordinary shares of the Company
of record at the close of business on 4 November 2024 (the “Record Date”) are entitled to attend and vote at the Meeting or
at any adjournment thereof. The shareholders entitled to vote and present, in person or by proxy or (in the case of a shareholder being
a corporate entity) by its duly authorized representative, representing not less than one-third in nominal value of the total issued voting
shares in the Company throughout the meeting shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of
the Company. Each holder of the Company’s ordinary shares shall be entitled to one vote in respect of each ordinary share
held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed as follows:
| 1 |
To re-elect Siping XU as a director of the Company to hold office until the next annual general meeting; |
| 2 |
To re-elect Yuan GONG as a director of the Company to hold office until the next annual
general meeting; |
| 3 |
To re-elect Zhenlei HU as a director of the Company to hold office until the next annual general meeting; |
| 4 |
To re-elect Liding SUN as a director of the Company to hold office until the next annual general meeting; |
| 5 |
To re-elect Wei GUAN as a director of the Company to hold office until the next annual general meeting; |
| 6 |
To ratify the re-appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending 31 December 2024; and |
| 7 |
To appoint Quality Law Services Ltd. as the Company’s legal counsel in respect of the Cayman Islands laws. |
The Board of Directors recommends a vote “FOR” each
of the Proposals No. 1–7.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may
do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date,
and return the attached proxy card in accordance with the instructions set out therein.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to NASDAQ’s Marketplace Rules which
permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its
annual reports on the Company’s website. The annual report for the year ended 31 December 2023 (the “2023 Annual Report”)
has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated
with mailing physical copies of such report to record holders. If you want to receive a paper or email copy of the Company’s 2023
Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy
to the Investor Relations department of the Company, at ir@mdjmjh.com.
PROPOSAL NO. 1 THROUGH PROPOSAL NO. 5
RE-ELECTION OF CURRENT DIRECTORS
The Board of Directors currently consists of five
members. All five current directors named below will seek re-election at the Meeting.
The nominating and corporate governance committee
recommends, and the Board of Directors concurs that each director to be re-elected will hold office until the next annual general meeting
of shareholders or until his or her appointment is otherwise terminated in accordance with the articles of association of the Company.
DIRECTORS FOR RE-ELECTION
Mr. Siping Xu has been our
Chief Executive Officer and Chairman of the Board since January 26, 2018. Mr. Xu has served as the Chairman of the Board of Mingda Jiahe
(Tianjin) Stock Co., Ltd. (“Mingda Tianjin”) since September 2015, as the general manager of Mingda Tianjin from September
2002 to August 2015, as a director of MD Local Global Limited (“MD UK”) since October 2020, as a director of Mingda Jiahe
Development Investment Co., Ltd since January 2022, and as a director of MD Lokal Global GmbH (“MD German”) since February
2022. From May 1998 to December 2000, Mr. Xu worked in the Finance Department of Tianjin Tenglong Real Estate Co., Ltd. From January 2001
to August 2002, Mr. Xu served as the development manager for Tianjin Jiezuo Real Estate Co., Ltd. Mr. Xu holds a bachelor’s degree
in accounting and computer management from Tianjin University, and a Master of Business Administration degree in International Business
Management from IPAG Business School.
Mr. Gong Yuan, age 51, has over 15 years
of business and managerial experience. Mr. Gong served as the Chief Financial Officer (“CFO”) of Tungray Technologies Inc
(Nasdaq: TRSG), an engineer-to-order company providing tooling and customized industrial manufacturing solutions to original equipment
manufacturers, from February 2023 to September 2024. Mr. Gong has served as an advisor for Weitian Group, an investor relations consultancy
firm, since December 2020. Previously, he served as the CFO of Guoyi Capital Management Co., Ltd., a fintech company, from January 2018
to September 2020. Before that, he served as a Partner at Jessie International LLC, an investment and financial advisory firm, between
March 2008 and December 2017, providing investment and financial advisory services. From December 2009 to December 2011, he served as
CFO in China Energy Corp., which is a client of Jessie International Consulting (“Jessie International”). From July 2008 to
December 2009, he was the Vice President in Capital Markets for China Integrated Energy, which was also a client of Jessie International.
From September 2007 to March 2008, he was the Board Secretary and Director of Investor Relations of Xinyuan Real Estate Co., Ltd. (NYSE:
XIN), a real estate developer. Mr. Gong graduated from Peking University in 1997 with a Bachelor of Art degree in English Language and
from the University of Delaware in 2003 with an MBA. He is a Chartered Financial Analyst.
Mr. Zhenlei Hu has served as
our independent director since January 2020. Mr. Hu has served as an audit partner at ShineWing Certified Public Accountants
Co., Ltd. Tianjin Branch since December 2019. From September 2014 to November 2019, Mr. Hu served as an audit
partner at Ruihua Certified Public Accountants Tianjin Branch. From May 2008 to August 2014, Mr. Hu served as an audit
partner at Zhongrui Yuehua Certified Public Accountants Tianjin Branch (now part of Ruihua Certified Public Accountants). Mr. Hu
received his bachelor’s degree in Auditing from Tianjin University of Finance and Economics in 1995.
Mr. Liding Sun has served as
our independent director since May 18, 2018. Mr. Sun has been the director of software development at CoreIp Solutions, a technology
solution consulting firm offering technology solutions across multiple industries since January 2011. Mr. Sun holds a Master’s
degree and a Bachelor’s degree in Computer Science, both from University of California, Los Angeles.
Mr. Wei Guan has served as
our independent director since May 18, 2018. Mr. Guan co-founded Beijing Jingguanxuan Marketing Development Co., Ltd. as
one of its shareholders and has served as its deputy managing director since October 2015. From March 1997 to October 2015,
Mr. Guan worked for the Boutique Shopping Guide newspaper and its World magazine as an engineer. Mr. Guan received his bachelor’s
degree from Capital University of Economics and Business in 1993. Mr. Guan received his postgraduate degree in Regional Economics
from the Renmin University of China in 2001. Mr. Guan received his master’s degree in Business Administration from Foreign
Economic and Trade University in 2006.
THE BOARD OF DIRECTORS AND THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE RECOMMENDS
A VOTE FOR
THE RE-ELECTION OF EACH OF THE CURRENT DIRECTORS
NAMED ABOVE.
PROPOSAL NO. 6
RATIFICATION
OF
THE RE-APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Company’s audit committee recommends,
and the Board of Directors concurs, that RBSM LLP be re-appointed as the Company’s independent registered public accounting firm
for the fiscal year ending 31 December 2024.
In the event that our shareholders fail to ratify
the re-appointment, our audit committee will reconsider its selection. Even if the re-appointment is ratified, our audit committee in
its discretion may recommend the appointment of a different independent auditing firm at any time during the year, if the audit committee
believes that such a change would be in the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
RECOMMEND
A VOTE FOR
THE RATIFICATION OF THE RE-APPOINTMENT
OF
RBSM LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING 31 DECEMBER 2024.
PROPOSAL NO. 7
APPOINTMENT
OF
THE LEGAL COUNSEL OF THE COMPANY IN RESPECT
OF THE CAYMAN ISLANDS LAWS
The Board of Directors decided, that Quality Law
Services Ltd. be appointed as the Company’s legal counsel in respect of the Cayman Islands laws.
Even if the appointment is confirmed, our Board
of Directors in its discretion may appoint a different legal counsel in respect of the Cayman Islands laws at any time during the year,
if the Board of Directors believes that such a change would be in the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE APPOINTMENT
OF
THE LEGAL COUNSEL OF THE COMPANY IN RESPECT
OF THE CAYMAN ISLANDS LAWS.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| 4 November 2024 |
By order of the Board of Directors |
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/s/ Siping Xu |
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Siping Xu |
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Chairman of the Board of Directors |
Exhibit 99.2
Important Notice Regarding the Availability
of Proxy Materials for the Annual General Meeting:
| MDJM LTD |
| Annual General Meeting of Shareholders |
| 20 December 2024 |
| 10:00 am Eastern Time |
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| THIS PROXY IS SOLICITED ON BEHALF OF |
| THE BOARD OF DIRECTORS OF MDJM LTD |
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| The undersigned shareholder of MDJM LTD, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of the Shareholders (the “Meeting”) and the Proxy Statement, each dated 4 November 2024, and hereby appoints, if no person is specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting to be held on 20 December 2024, at 10:00 am Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, or at any adjournment or postponement thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith. |
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| This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” Proposals No. 1–7 and in the discretion of the proxy with respect to such other business as may properly come before the meeting. |
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| Continued and to be signed |
VOTE BY INTERNET
www.Transhare.com (click on Vote Your Proxy and
enter your control number)
Use the Internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 p.m., Eastern Time, 17 December 2024. Have your proxy card in hand when you
access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY EMAIL
Please email your signed proxy card to Proxy@Transhare.com.
VOTE BY FAX
Please fax your signed proxy card to +1.727.269.5616.
VOTE BY MAIL
Please sign, date and mail to Proxy Team, Transhare Corporation, 17755
US Highway 19 N, Suite 140, Clearwater FL 33764.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred
by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically
via e-mail or the Internet. To sign up for electronic delivery, please provide your email address below and check here to indicate your
consent to receive or access proxy materials electronically in future years.
Email Address:
THIS PROXY CARD
Please read the explanatory notes overleaf before
the completing this form.
I/We, ____________________, being a member of
the Company, appoint the [Chairman of the meeting] [NAME OF PROXY] as my/our proxy to attend, speak and vote on my/our behalf at the Annual
General Meeting of the Company to be held on 20 December 2024 at 10:00 am Eastern Time and at any adjournment of the meeting.
If you wish to appoint multiple proxies, please
see note 1 overleaf. If you are appointing more than one proxy, please indicate each of the proxy in the box below and complete the number
of shares in relation to which they are authorised to act as proxy. Otherwise this section can be left blank.
| PROXY NAME |
NUMBER OF SHARES |
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The proxy is to vote on the following resolutions
as I/we have instructed by making the appropriate box with an “X”.
The Board of Directors recommends voting FOR the following:
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FOR |
AGAINST |
ABSTAIN |
| Proposal No. 1 |
To re-elect Siping XU as a director of the Company to hold office until the next annual general meeting; |
¨ |
¨ |
¨ |
| Proposal No. 2 |
To re-elect Yuan GONG as a director of the Company to hold office until the next annual general meeting; |
¨ |
¨ |
¨ |
| Proposal No. 3 |
To re-elect Zhenlei HU as a director of the Company to hold office until the next annual general meeting; |
¨ |
¨ |
¨ |
| Proposal No. 4 |
To re-elect Liding SUN as a director of the Company to hold office until the next annual general meeting; |
¨ |
¨ |
¨ |
| Proposal No. 5 |
To re-elect Wei GUAN as a director of the Company to hold office until the next annual general meeting; |
¨ |
¨ |
¨ |
| Proposal No. 6 |
To ratify the re-appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and |
¨ |
¨ |
¨ |
| Proposal No. 7 |
To appoint Quality Law Services Ltd. as the Company’s legal counsel in respect of the Cayman Islands laws. |
¨ |
¨ |
¨ |
Please sign exactly as your name(s) appear(s)
hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each
sign personally. All holders must sign. If an entity, please sign in the full entity name, by a duly authorized officer.
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| Share Owner signs here |
Co-Owner signs here |
| Date: |
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Note:
| 1. | As a member of the Company, you are entitled to appoint a proxy or proxies to exercise all or any of your
rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these
notes. If the proxy is being appointed in relation to part of your shares in relation to which they are authorised to act as your proxy.
If this box is left blank, they will be authorised in respect of your full voting entitlement. |
| 2. | This form of proxy confers authority to demand or join in demanding a poll. |
| 3. | Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have
appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. |
| 4. | A proxy does not need to be a member of the Company but must attend to the meeting to represent you. If
you wish to appoint a proxy other than the chairman of the meeting, insert their full name in the box. If you leave this space blank,
the chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your
behalf, you will need to appoint someone other than the chairman and give them the relevant instruments directly. |
| 5. | You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may
copy this form. If your are appointing more than one proxy, please indicate in the box next to the proxy holder’s name the number
of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment
is one of multiple appointments being made. Multiple appointments should be returned together in the same envelope. |
| 6. | In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only
the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). |
| 7. | To direct your proxy how to vote on the resolutions mark the appropriate box with an “X”.
If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain
from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn. |
| 8. | To validity appoint a proxy using this form, the form must be: |
| a. | Completed and signed. Where the appointer is a corporation then the form must be executed under the hand
of an officer duly authorised to do so; |
| b. | Sent and delivered in accordance with the methods set forth in the proxy form; and |
| c. | Received by the Company no later than forty-eight hours before the time set for the meeting. |
| 9. | If you submit more than one valid proxy appointment, the appointment received last before the latest time
for the receipt of proxies will take procedures. |
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