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 September 2023
Commission file number: 001-38206
TDH HOLDINGS, INC.
(Registrant’s name)
c/o Qingdao Tiandihui Pet Foodstuff Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao,
Shandong Province
People’s Republic
of China
(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 ☒ Form 40-F ☐
Explanatory Note:
The Registrant is filing this
Report on Form 6-K to provide its proxy statement for its 2023 annual shareholder meeting and press release announcing the pertinent dates
for its 2023 annual shareholder meeting. A copy of the proxy statement and press release are attached hereto as Exhibits 99.1 and 99.2,
respectively.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities and 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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TDH HOLDINGS, INC. |
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By: |
/s/ Dandan Liu |
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Dandan Liu |
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Chair and Chief Executive Officer |
Dated: September 26, 2023
2
Exhibit 99.1
TDH HOLDINGS, INC.
c/o Qingdao Tiandihui Pet Foodstuff Co., Ltd.
2521 Tiejueshan Road, Huangdao District, Qingdao, Shandong Province
People’s Republic of China
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 27, 2023
To the Shareholders of TDH Holdings, Inc.:
Notice is hereby given that
the Annual Meeting of the Shareholders of TDH Holdings, Inc. (the “Company”) will be held on October 27, 2023 at 9AM
local China time (9PM Eastern Standard Time on October 26, 2023), at Room 1104, 9 East 3rd Ring Middle Road, Chaoyang
District, Beijing, People’s Republic of China. The meeting is called for the following purposes:
| 1. | To elect Owens Meng to serve as a Class C director until
the 2026 Annual Meeting of Shareholders or until a successor is duly appointed. |
| 2. | To ratify the appointment of YCM CPA Inc. as the Company’s
independent registered public accounting firm for the year ending December 31, 2023. |
| 3. | To transact any other business that is properly brought before
the Annual Meeting or any adjournment or postponement thereof. |
The close of business on September
19, 2023 has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the
meeting. The register of members of the Company will not be closed. The date on which this Proxy Statement and the accompanying form of
proxy card will first be mailed or given to the Company’s shareholders is on or about September 26,
2023. All shareholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are respectfully requested
by the Board of Directors to sign, date and return the enclosed proxy card promptly at the place designated for the Annual Meeting prior
to the meeting. Shareholders who appoint proxies retain the right to revoke them at any time prior to the voting thereof. A return envelope
is included with the proxy materials to be delivered to you (please note that no postage is required if the mailing is made in the United States).
This Proxy Statement, a form of proxy card and our most recent Annual Report are available s available on our website, located at www.tiandihui.com,
under the Investor Relations section.
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By Order of the Board of Directors, |
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/s/ Dandan Liu |
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Dandan Liu, CEO and Chair |
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Dated: September 26, 2023 |
TDH HOLDINGS, INC.
c/o Qingdao Tiandihui Pet Foodstuff Co., Ltd.
2521 Tiejueshan Road, Huangdao District, Qingdao, Shandong Province, People’s Republic of China
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished
in connection with the solicitation of proxies by the Board of Directors (the “Board”) of TDH Holdings, Inc. (the “Company,”
“TDH” “we,” “us,” or “our”) for the 2023 Annual Meeting of Shareholders to be held at
Room 1104, 9 East 3rd Ring Middle Road, Chaoyang District, Beijing, People’s Republic of China on October 27, 2023, at
9AM local China time (9PM Eastern Standard Time on October 26, 2023) and for any adjournment or adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. The Company will bear the costs of this solicitation.
If the enclosed proxy is properly
executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance
with the judgment of the persons designated as proxies. Any proxy card on which no instruction is specified will be voted in favor of
the actions described in this Proxy Statement and for the election of the nominees set forth under the caption “Election of Directors.”
Any shareholder appointing such a proxy has the power to revoke it at any time before it is voted. If you are a holder of record, written
notice of such revocation should be forwarded to VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, facsimile: (646) 536-3179,
Attn: Proxy Services. If you hold your shares in street name, you should contact your broker about revoking your proxy.
Your vote is important.
Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the meeting. If you do attend
the meeting and are a record holder, you may vote by ballot at the meeting and your proxy will be deemed to be revoked. If you hold your
shares in street name and wish to vote your shares at the meeting, you should contact your broker about getting a proxy appointing you
to vote your shares.
ABOUT THE 2023 ANNUAL MEETING OF SHAREHOLDERS
What am I voting on?
You will be voting on the following:
| (1) | To elect one (1) Class C director named in the attached
Proxy Statement to serve a term ending at the third succeeding annual meeting of stockholders in 2026 or until a respective successor
is duly elected and qualified; |
| (2) | To ratify the appointment of YCM CPA Inc. as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2023; and |
| (3) | To transact any other business properly coming before the meeting
or any adjournment or postponement thereof. |
Who is entitled to vote?
You may vote if you owned common
shares of the Company as of the close of business on September 19, 2023. Each common share is entitled to one vote. As of September 19,
2023 we had 10,323,268 common shares issued and outstanding.
How do I vote before the meeting?
If you are a registered shareholder,
meaning that you hold your shares in certificate form, you have four voting options:
| (1) | By Internet, which we encourage if you have Internet access,
at the address shown on your proxy card; |
| (2) | By email, by emailing your signed proxy card to vote@vstocktransfer.com; |
| (3) | By mail, by completing, signing and returning the enclosed proxy
card; or |
| (4) | By fax, by faxing your signed proxy card to 646-536-3179. |
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.
Please note that telephone
and Internet voting will close at 11:59 p.m. EST on October 25, 2023, 2023/11:59 a.m. Beijing time on October 26, 2023.
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, by email, by mail or by fax.
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 by mail before the meeting, (2) voting again over the Internet prior to the time of the meeting,
(3) voting again by email or fax prior to the time of the meeting, or (4) 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 and in accordance with the best judgment of
the named proxies on any other matters properly brought before the meeting.
What does it mean if I receive more than
one proxy card or instruction form?
It indicates that your common
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, by email or by fax, 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 your 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
YCM CPA INC. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 is
considered a routine matter for which brokerage firms may vote without specific instructions. However, the election of directors is not
considered routine matters 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 common shares as of September 19, 2023.
May shareholders ask questions at the meeting?
Yes. Representatives of the
company will answer questions of general interest 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, email, mail or fax.
In order for us to conduct our meeting, at least one-third (1/3) of our outstanding common shares as of September 19, 2023 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 or the holders of a majority of the shares
of common shares present, either in person or represented by proxy, have the power to 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. Election
of directors must be approved by the affirmative vote of a majority of in excess of 50% of the votes of the shares entitled to vote
thereon which were present at the Annual Meeting and are voted. Shares not voted will have no impact on the election of the
director. The proxy given will be voted “For” the nominee for director unless a properly executed proxy card is marked
“Withhold” as to a particular nominee or nominees for director. Votes withheld will have the same effect as a negative
vote. However, broker or nominee non-votes, and shares represented by proxies reflecting broker or nominee non-votes will not have
the effect of a votes against this proposal as they are not considered to be present and entitled to vote on this matter.
Proposal 2. The
ratification of the appointment of YCM CPA Inc. as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2023 requires the affirmative vote of a majority of in excess of 50% of the votes of the shares
entitled to vote thereon which were present at the Annual Meeting and are voted. A properly executed proxy card marked
“Abstain” with respect to this proposal will not be voted.
Is cumulative voting permitted for the election
of directors?
No. You may not cumulate your
votes for the election of directors.
PROPOSAL 1
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The Board has nominated Owens
Meng, Class C Director, to serve until the 2026 annual meeting of shareholders or until a successor is duly appointed. Mr. Meng is
currently serving as a Class C Director.
It is intended that the proxy
appointed by the accompanying proxy card will vote for the election, as directors, of the person named below, unless the proxy card contains
contrary instructions. The Company has no reason to believe that any of the nominees will not be a candidate or will be unable to serve
as director. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the persons named
in the proxy have advised that they will vote for the election of such person or persons as shall be designated by the directors, unless
the proxy card contains contrary instructions.
The following sets forth the
name, age and director nominee, his respective principal occupation and brief employment history of the past five years, including
the names of other publicly-held companies of which he serves or has served as a director during the past five years:
Owens Meng is an
independent director. Since September 2013, Owens Meng has been the managing director of Beijing Songlin Xinya Financial Consultants,
Ltd. From November 2007 to September 2013, he served as chief representative of Sherb Consulting LLC Beijing Representative Office, and
managing director of Sherb & Co, LLP, a mid-sized accounting firm which has audited more than 25 China-based, US publicly traded companies.
From July 2003 to October 2007, Mr. Meng worked as an audit manager for Grant Thornton Beijing. Mr. Meng received his CPA permit from
the state of Delaware, and is a member of China Institute of Certified Public Accountants (CICPA), and a Certified Internal Auditor of
the Institute of Internal Auditors. Mr. Meng holds a Bachelor’s degree in accounting and economics from Beijing Technology and Business
University. Mr. Meng has served as an independent director of China Customer Relations Centers, Inc. (Nasdaq: CCRC) since September 2014.
Mr. Meng was nominated as a director because of his experience in auditing, US GAAP and compliance issues.
None of the events listed in
Item 401(f) of Regulation S-K has occurred during the past ten years that is material to the evaluation of the ability
or integrity of any of our directors, director nominees or executive officers. To the best of our knowledge, there have been no events
under any bankruptcy act, criminal proceedings, judgments, injunctions, orders or decrees material to the evaluation of the ability and
integrity of any director, executive officer, promoter or control person of the Company during the past ten years and there have
been no material proceedings to which any director or executive officer is a party adverse to the Company or any of its subsidiaries or
has any material interest adverse to the Company or any of its subsidiaries.
Election of directors must
be approved by the affirmative vote of a majority of in excess of 50% of the votes of the common shares entitled to vote thereon which
were present at the Annual Meeting and are voted. THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF THE
ABOVE NOMINEE.
PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
YCM CPA INC.
(Item 2 on the Proxy Card)
What am I voting on?
A proposal to ratify the appointment
of YCM CPA Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
The Audit Committee of the Board of Directors has appointed YCM CPA Inc. to serve as the Company’s fiscal 2023 independent registered
public accounting firm.
Has the Company changed its independent registered
public accounting firm during its two most recent fiscal years?
Yes, on January 2, 2022,
the Company dismissed MaloneBailey, LLP as its independent registered public accounting firm and retained YCM CPA Inc. as its independent
registered public accounting firm for the fiscal year ended December 31, 2021. The report of MaloneBailey, LLP on the financial
statements of the Company for the fiscal years ended December 31, 2020 and 2019, and the related statements of operations and
comprehensive loss, changes in shareholders’ equity (deficit), and cash flows for the fiscal years ended December 31,
2020 and 2019 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles, except that the audit reports on the financial statements of the Company for the years ended December 31,
2020 and December 31, 2019 contained an uncertainty about the Company’s ability to continue as a going concern.
During the Company’s
fiscal years ended December 31, 2019 and 2020 and through January 2, 2022, the date of dismissal, (a) there were no
disagreements with MaloneBailey, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, LLP would have caused it to make reference
thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described
in Item 16F(a)(1)(v)(A)-(D) of Form 20-F.
What services does YCM CPA Inc. provide?
Audit services provided by
YCM CPA Inc. for fiscal 2022 included the examination of the consolidated financial statements of the Company and services related to
periodic filings made with the U.S. Securities and Exchange Commission.
Will a representative of YCM CPA Inc. be present
at the meeting?
We expect that one or more
representatives of YCM CPA Inc. will be present at the meeting or by telephone. If the representatives are present, they will have an
opportunity to make a statement if they desire and will be available to respond to questions from shareholders.
What if this proposal is not approved?
If the appointment of YCM CPA
Inc. is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.
The affirmative vote of a majority
of in excess of 50% of the votes of the shares entitled to vote thereon which were present at the Annual Meeting and are voted is required
to ratify the appointment of YCM CPA Inc. as the Company’s independent registered public accounting firm. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF YCM CPA INC. AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.
THE BOARD AND CORPORATE GOVERNANCE
During the year ended December 31,
2022, the Board met, in person or via teleconference, 7 times. All the directors attended 75% or more of the aggregate of meetings of
the Board and meetings of any committee which such director is a member. Each director is expected to participate, either in person or
via teleconference, in meetings of our Board and meetings of committees of our Board in which each director is a member, and to spend
the time necessary to properly discharge such director’s respective duties and responsibilities. We do not have a written policy
with regard to directors’ attendance at annual meetings of shareholders; however, all directors are encouraged to attend the annual
meeting.
Diversity of the Board of Directors
The table below provides certain
information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in
Nasdaq Rule 5605(f) and related instructions.
Board Diversity Matrix (As of September 25,
2023)
| Country of Principal Executive Offices | |
China |
| Foreign Private Issuer | |
Yes |
| Disclosure Prohibited Under Home Country Law | |
No |
| Total Number of Directors | |
|
| | |
Female | | |
Male | | |
Non-Binary | | |
Did Not
Disclose
Gender | |
| Part I: Gender Identity | |
| | |
| | |
| | | |
| | |
| Directors | |
3 | | |
2 | | |
| — | | |
| — | |
| Part II: Demographic Background | |
| | |
| | |
| | | |
| | |
| Underrepresented Individual in Home Country Jurisdiction | |
— | | |
| | |
| | | |
| | |
| LGBTQ+ | |
— | | |
| | |
| | | |
| | |
| Did Not Disclose Demographic Background | |
5 | | |
| | |
| | | |
| | |
Composition of Board; Risk Oversight
Our Board of Directors presently
consists of five directors. The Board membership is divided into three classes, Class A, B and C, respectively, as nearly equal in
number as the total number of directors permits. Our Class C director shall face re-election at this annual general meeting of shareholders
and every three years thereafter. Our Class A directors were reelected at our annual general meeting of shareholders in 2021
and every three years thereafter. Class B directors were reelected at our annual general meeting of shareholders in 2022 and
every three years thereafter. Except as noted above, there are no family relationships between any of our executive officers and
directors. Officers are elected by, and serve at the discretion of, the board of directors. Our Board holds meetings on at least a quarterly
basis. The Company believes that it maintains a majority of independent directors who are deemed to be independent under the definition
of independence provided by NASDAQ Listing Rule 5605(a)(2). Further, there are no share ownership qualifications for directors unless
so fixed by us in a general meeting. There are no other arrangements or understandings pursuant to which our directors are selected or
nominated. Our Board plays a significant role in our risk oversight and makes all relevant Company decisions.
Ms. Liu currently holds
both the positions of Chief Executive Officer and Chair of the Board. These two positions have not been consolidated into one
position; Ms. Liu simply holds both positions at this time. As a smaller public company, we believe it is in the Company’s
best interest to allow the Company to benefit from guidance from key members of management in a variety of capacities. We do not
have a lead independent director and do not anticipate having a lead independent director because we will encourage our independent
directors to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate
because we are a relatively small public company.
Our Board of Directors plays
a significant role in our risk oversight. The Board of Directors makes all relevant Company decisions. As such, it is important for us
to have our Chief Executive Officer serve on the Board as she plays a key role in the risk oversight of the Company. As a smaller reporting
company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk
oversight matters.
Director Independence
Our Board has reviewed the
independence of our directors, applying the NASDAQ independence standards. Based on this review, the board determined that each of Qiu
Li, Caifen Zou, and Owens Meng are “independent” within the meaning of the NASDAQ rules. In making this determination, our
board considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board
deemed relevant in determining their independence. As required under applicable NASDAQ rules, we anticipate that our independent directors
will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session
without the presence of non-independent directors and management.
Duties of Directors
Under British Virgin Islands
law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to
exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their
duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages
if a duty owed by our directors is breached. The functions and powers of our board of directors include, among others:
| ● | appointing officers and determining the term of office of the
officers; |
| ● | exercising the borrowing powers of the company and mortgaging
the property of the company; |
| ● | executing checks, promissory notes and other negotiable instruments
on behalf of the company; and |
| ● | maintaining or registering a register of mortgages, charges or
other encumbrances of the company. |
A director may vote, attend
a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director
must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction
we have entered into or are to enter into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting
or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any
specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure,
and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.
The directors may receive such
remuneration as our board of directors may determine from time to time. Each director is entitled to be repaid or prepaid for all traveling,
hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees
of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The
compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of
directors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part
thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or
obligation of the company or of any third party.
Director Compensation
Directors are entitled to receive
compensation for their actual travel expenses for each Board meeting attended. We paid $10,000 compensation to each of our directors during
each of the years ended December 31, 2022 and 2021.
Board Committees
Currently, three committees
have been established under the board: the Audit Committee, the Compensation Committee and the Nominating Committee. The Audit Committee
is responsible for overseeing the accounting and financial reporting processes of our Company and audits of the financial statements of
our Company, including the appointment, compensation and oversight of the work of our independent auditors. The Compensation Committee
of the board of directors reviews and makes recommendations to the board regarding our compensation policies for our officers and all
forms of compensation, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority
to interpret those plans). The Nominating Committee of the board is responsible for the assessment of the performance of the board, considering
and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. The Nominating
Committee considers diversity of opinion and experience when nominating directors.
Audit Committee
The Audit Committee will be
responsible for, among other matters:
| ● | appointing, compensating, retaining, evaluating, terminating,
and overseeing our independent registered public accounting firm; |
| ● | discussing with our independent registered public accounting
firm the independence of its members from its management; |
| ● | reviewing with our independent registered public accounting firm
the scope and results of their audit; |
| ● | approving all audit and permissible non-audit services to be
performed by our independent registered public accounting firm; |
| ● | overseeing the financial reporting process and discussing with
management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; |
| ● | reviewing and monitoring our accounting principles, accounting
policies, financial and accounting controls, and compliance with legal and regulatory requirements; |
| ● | coordinating the oversight by our board of directors of our code
of business conduct and our disclosure controls and procedures |
| ● | establishing procedures for the confidential and/or anonymous
submission of concerns regarding accounting, internal controls or auditing matters; and |
| ● | reviewing and approving related-party transactions. |
Our Audit Committee consists
of Caifen Zou, Qiu Li, and Owens Meng, with Owens Meng serving as chair of the Audit Committee. Our board has affirmatively determined
that each of the members of the Audit Committee meets the definition of “independent director” for purposes of serving on
an Audit Committee under Rule 10A-3 of the Exchange Act and NASDAQ rules. In addition, our board has determined that Owens Meng
qualifies as an “Audit Committee financial expert.”
Compensation Committee
The Compensation Committee
will be responsible for, among other matters:
| ● | reviewing and approving, or recommending to the board of directors
to approve the compensation of our CEO and other executive officers and directors; |
| ● | reviewing key employee compensation goals, policies, plans and
programs; |
| ● | administering incentive and equity-based compensation; |
| ● | reviewing and approving employment agreements and other similar
arrangements between us and our executive officers; and |
| ● | appointing and overseeing any compensation consultants or advisors. |
Our Compensation Committee
consists of Caifen Zou, Qiu Li, and Owens Meng, with Qiu Li serving as chair of the Compensation Committee. Our board has affirmatively
determined that each of the members of the Compensation Committee meets the definition of “independent director” for purposes
of serving on Compensation Committee under NASDAQ rules.
Nominating Committee
The Nominating Committee will
be responsible for, among other matters:
| ● | selecting or recommending for selection candidates for directorships; |
| ● | evaluating the independence of directors and director nominees; |
| ● | reviewing and making recommendations regarding the structure
and composition of our board and the board committees; |
| ● | developing and recommending to the board corporate governance
principles and practices; |
| ● | reviewing and monitoring the Company’s Code of Business
Conduct and Ethics; and |
| ● | overseeing the evaluation of the Company’s management. |
Our Nominating Committee consists
of consists of Caifen Zou, Qiu Li, and Owens Meng, with Caifen Zou serving as chair of the Nominating Committee. Our board has affirmatively
determined that each of the members of the Nominating Committee meets the definition of “independent director” for purposes
of serving on a Nominating Committee under NASDAQ rules.
The Nominating committee will
consider director candidates recommended by shareholders. Shareholders who wish to recommend to the Committee a candidate for election
to the Board should send their letters to TDH Holdings, Inc., Attention: Secretary, c/o Qingdao Pet Tiandihui Foodstuff Co. Ltd., 2521
Tiejueshan Road, Huangdao District, Qingdao, Shandong Province, People’s Republic of China. The corporate secretary will promptly
forward all such letters to the members of the governance and nominating committee. The Company’s Charter documents do not set forth
shareholder nomination procedures.
MANAGEMENT
Business History of Directors and Executive
Officers
For information as to the business
history of Owens Meng, see the Section “Proposal One Election of Directors” set forth in this proxy statement.
Dandan Liu was appointed as the Company’s
Chief Executive Officer effective as of August 2, 2019 and Chair on September 15, 2021. Dandan Liu has served as a Class A director of
the Company since February 2019. Ms. Liu founded Beijing Houxin Investments Co., Ltd. in June 2012 and served as its Chief Executive Officer
and Chairman from June 2012 to July 2020. Ms. Liu’s valuable entrepreneurial, management, and investment experience together with
her in-depth knowledge of the Company provide her with the qualifications and skills to serve as a director of our Company.
Feng Zhang was
appointed as the Company’s Chief Financial Officer on February 19, 2020. From August 2018 to September 2019, Feng Zhang worked as
Senior Accounting Manager for Beijing Longguang Energy Technology Co., Ltd. From July 2017 to July 2018, Mr. Zhang worked as Accounting
Manager for Hebei Yinlong Renewable Energy Co., Ltd. From March 2015 to June 2017, Mr. Zhang worked as Audit Manager for Beijing Xinghua
Certified Public Accountants Firm (Partnership). From June 2006 to February 2015, Mr. Zhang worked as Accounting Manager for Boda Instrument
Group Co., Ltd. Mr. Zhang is a Certified Public Accountant and received his bachelor degree in Assets Appraisal from Hebei Agricultural
University.
Qiu Li is an independent director of
the company. Ms. Li has been Senior Consultant of Hangzhou Guohan Financial Holding Co., Ltd. since November 2015. Between March 2010
and October 2015, Ms. Li was director of audit of Hengfeng Bank Hangzhou Branch. Between November 1987 and March 2010, Ms. Li held several
managerial positions at Hengfeng Bank headquarter. Ms. Li is a China Certified Public Accountants (CPA). Ms. Li holds a Bachelor’s
degree in Management from Shandong Cadres Correspondence University. The Board of Directors determined that Ms. Li should serve as our
director based on her experience in business and accounting matters.
Caifen Zou has
served as Senior Advisor of Shandong Renhe Guarantee Company since August 2019. From December 1993 to July 2019, Ms. Zou has served in
a number of senior executive roles within CITIC Bank Weihai Branch, including senior manager of Personal Credit Department, general manager
of Retail Banking Department, and deputy section chief of Accounting Department, etc. Ms. Zou received her Associate’s degree in
Administration Management from Shandong Normal University, and held Intermediate Accountant Qualification Certificate and Intermediate
Economist Qualification Certificate in China. The Board of Directors determined that Ms. Zou should serve as our director based on her
experience and expertise in accounting, management and internal controls.
Executive Compensation
The following table shows the
annual compensation paid by us for the years ended December 31, 2022 and 2021 to our principal executive officers. No executive
officer had a salary during either of the previous two years of more than $100,000.
| Name and principal position | |
Year | | |
Salary
($) | | |
Bonus
($) | | |
Total Paid
($) | |
| Dandan Liu | |
2022 | | |
| 95,000 | (1) | |
| 35,000 | | |
| 130,000 | |
| | |
2021 | | |
| 70,000 | (1) | |
| — | | |
| 70,000 | |
| | |
| | |
| | | |
| | | |
| | |
| Feng Zhang | |
2022 | | |
| 58,000 | (1) | |
| — | | |
| 58,000 | |
| | |
2021 | | |
| 55,000 | (1) | |
| — | | |
| 55,000 | |
| (1) | Includes $10,000 received as compensation for serving as a director. |
Limitation of Director and Officer Liability
Under British Virgin Islands
law, each of our directors and officers, in performing his or her functions, is required to act honestly and in good faith with a view
to our best interests and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Our memorandum and articles of association provide that, to the fullest extent permitted by British Virgin Islands law or any other applicable
laws, our directors will not be personally liable to us or our shareholders for any acts or omissions in the performance of their duties.
Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions
will not limit the liability of directors under United States federal securities laws.
We may indemnify any of our
directors or anyone serving at our request as a director of another entity against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings.
We may only indemnify a director if he or she acted honestly and in good faith with the view to our best interests and, in the case of
criminal proceedings, the director had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board
of directors as to whether the director acted honestly and in good faith with a view to our best interests and as to whether the director
had no reasonable cause to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification,
unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of
no plea does not, by itself, create a presumption that a director did not act honestly and in good faith and with a view to our best interests
or that the director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful
in defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees,
and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with
the proceedings.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted for our directors or officers under the foregoing provisions, we have
been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable as a matter of United States law.
Retirement Benefits
As of December 31, 2022,
we have contributed to the government-mandated employee welfare and retirement benefit plan and provided pension, retirement or similar
benefits to its employees. The PRC regulations require us to pay the local labor administration bureau a monthly contribution at a stated
contribution rate based on the monthly basic compensation of qualified employees. The local labor administration bureau, which manages
various investment funds, will take care of employee retirement, medical and other fringe benefits. We have no further commitments beyond
our monthly contribution.
Employment Agreements
Employment agreement with Dandan Liu,
CEO and Chair
On August 1, 2022, TDH Holdings,
Inc. renewed employment agreement with Dandan Liu to serve in the role of Chief Executive Officer for the initial period of 3 years (commencing
as of August 1, 2022 and terminating on July 31, 2025), which term may be automatically renewed for another 3 years unless either party
to the agreement terminates the agreement at least 60 days prior to the expiration of the term. Under the terms of this agreement, Ms.
Liu’s annual salary is USD 120,000 payable in 12 equal monthly installments until July 31, 2025. Ms. Liu may be eligible to receive
an annual bonus in the amount of 10% of the growth in book value as of the last fiscal year end, subject to review of corporate performance
goals set forth by the Compensation Committee. The Compensation Committee will have the sole discretion whether Ms. Liu is entitled to
the bonus and the amount of the payment, if any. The employment agreement may be terminated by either party upon 60 days advance notice
to the other party. The Company will reimburse Ms. Liu for all reasonable out of pocket expenses in connection with travel, entertainment
and other expenses incurred in the performance of her duties. The agreement also contains certain confidentiality, non-disclosure and
other provisions that are customary to the agreements of this nature.
Employment agreement with
Feng Zhang, CFO
On January 4, 2021, TDH
Holdings, Inc. entered into an employment agreement with Feng Zhang to serve in the role of Chief Financial Officer for the initial period
of three years, (commencing as of January 4, 2021 and terminating on January 3, 2024). Under the terms of this agreement,
Mr. Zhang’s annual salary is USD 48,000 payable in 12 equal monthly installments. The employment agreement may be terminated
by either party upon 15-day advance notice to the other party. The Company will reimburse Mr. Zhang for all reasonable out of pocket
expenses in connection with travel, entertainment and other expenses incurred in the performance of his duties. The agreement also contains
certain confidentiality, non-disclosure and other provisions that are customary to the agreements of this nature.
Related Party Transactions
Please refer to the company’s
Annual Report on Form 20-F for a full discussion of related party transactions. A copy of the Annual Report on Form 20-F has
been included in this proxy mailing.
Future Related Party Transactions
Our Nominating Committee (which
consists solely of independent directors) has approved all related party transactions. All material related party transactions are made
or entered into on terms that are no less favorable to us than can be obtained from unaffiliated third parties.
BENEFICIAL OWNERSHIP OF THE COMPANY’S
SECURITIES
The following table sets forth,
as of September 19, 2023, certain information regarding beneficial ownership of our shares by each person who is known by us to beneficially
own more than 5% of our shares. The table also identifies the share ownership of each of our directors, each of our named executive officers,
and all directors and officers as a group. Except as otherwise indicated, the shareholders listed in the table have sole voting and investment
powers with respect to the shares indicated. Our major shareholders do not have different voting rights than any other holder of our shares.
Shares which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants
or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person
shown in the table. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally
includes voting and investment power. Except as otherwise indicated below, each beneficial owner holds voting and investment power directly.
The percentage of ownership is based on 10,323,268 shares issued and outstanding as of the record date. Unless otherwise indicated, the
address of each beneficial owner listed in the table below is c/o Qingdao Tiandihui Pet Foodstuffs Co. Ltd., 2521 Tiejueshan Road, Huangdao
District, Qingdao, Shandong Province, PRC.
| Name of Beneficial Owner | |
Shares Owned | | |
Percentage | |
| Dandan Liu | |
| 1,354,697 | | |
| 13.1 | % |
| Feng Zhang | |
| — | | |
| — | |
| Caifen Zou(1) | |
| — | | |
| — | |
| Qiu Li(1) | |
| — | | |
| — | |
| Owens Meng(1) | |
| — | | |
| — | |
| | |
| | | |
| | |
| Directors & executive officers as a group (5 persons) | |
| 1,354,697 | | |
| 13.1 | % |
| | |
| | | |
| | |
| Easthill Capital Management LLC | |
| 727,000 | | |
| 7.0 | % |
| Xiumei Lan | |
| 620,000 | | |
| 6.0 | % |
| Liping Gao | |
| 640,000 | | |
| 6.2 | % |
| Yanli Xu | |
| 698,947 | | |
| 6.8 | % |
| 5% or Greater Shareholders as a group (2 persons) | |
| 2,685,947 | | |
| 26.0 | % |
REPORT OF THE AUDIT COMMITTEE
The Company’s management
is responsible for preparing the Company’s financial statements, implementing and maintaining systems of internal control, and the
independent auditors are responsible for auditing those financial statements and expressing its opinion as to whether the financial statements
present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with
generally accepted accounting principles in the United States of America. The Audit Committee is responsible for overseeing the conduct
of these activities by the Company’s management and the independent auditors. In fulfilling its responsibilities, the Board appointed
YCM CPA Inc., an independent registered public accounting firm, as the Company’s independent auditors for the 2022 fiscal year.
The Audit Committee reviewed and discussed with the independent auditors the overall scope and specific plans for their audit. In connection
with the Company’s Annual Report on Form 20-F, the Audit Committee reviewed and discussed with the independent auditors and
with management the Company’s audited consolidated financial statements and the adequacy of its internal control over financial
reporting. The Audit Committee met with the independent auditors, without management present, to discuss the results of the independent
auditors’ audit and the overall quality of the Company’s financial reporting. The meeting was also designed to facilitate
any desired private communication between the Audit Committee and the independent auditors.
The Audit Committee discussed
with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61 (AICPA, Professional
Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T. The
Audit Committee received the written disclosures and the letter from the independent auditors required by applicable requirements of the
PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed
with the independent auditors the independent auditors’ independence. Based on the review and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission.
| |
Submitted by the Audit Committee. |
|
| |
|
|
| |
/s/ Caifen Zou, Qiu Li, Owens Meng |
|
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The following table represents
the approximate aggregate fees for services rendered by YCM CPA Inc. for the periods indicated:
| | |
December 31,
2022 | | |
December 31,
2021 | |
| Audit Fees | |
$ | 160,000 | | |
$ | 120,000 | |
| Audit Related Fees | |
| — | | |
| — | |
| Tax Fees | |
| — | | |
| — | |
| All Other Fees | |
| — | | |
| — | |
| Total Fees | |
$ | 120,000 | | |
$ | — | |
The following table represents
the approximate aggregate fees for services rendered by MaloneBailey, LLP for the periods indicated:
| | |
December 31,
2022 | | |
December 31,
2021 | |
| Audit Fees | |
$ | — | | |
$ | 149,000 | |
| Audit Related Fees | |
| — | | |
| — | |
| Tax Fees | |
| — | | |
| — | |
| All Other Fees | |
| — | | |
| — | |
| Total Fees | |
$ | — | | |
$ | 149,000 | |
Pre-Approval of Services
Our audit committee evaluated
and approved in advance the scope and cost of the engagement of an auditor before the auditor rendered its audit and non-audit services.
OTHER MATTERS
GENERAL
Management does not know of
any matters other than those stated in this Proxy Statement that are to be presented for action at the meeting. If any other matters should
properly come before the meeting, it is intended that proxies in the accompanying form will be voted on any such other matters in accordance
with the judgment of the persons voting such proxies. Discretionary authority to vote on such matters is conferred by such proxies upon
the persons voting them.
The Company will bear the cost
of preparing, printing, assembling and mailing the proxy card, Proxy Statement and other material which may be sent to shareholders in
connection with this solicitation. It is contemplated that brokerage houses will forward the proxy materials to beneficial owners at our
request. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies
without additional compensation, by telephone or telegraph. We may reimburse brokers or other persons holding Shares in their names or
the names of their nominees for the expenses of forwarding soliciting material to their principals and obtaining their proxies.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders wishing to communicate
with the Board or any individual director may write to the Board or the individual director to the Board, TDH Holdings, Inc., c/o Qingdao
Tiandihui Pet Foodstuffs Co. Ltd., 2521 Tiejueshan Road, Huangdao District, Qingdao, Shandong Province, People’s Republic of China.
Any such communication must state the number of Shares beneficially owned by the shareholder making the communication. All such communications
will be forwarded to the full Board or to any individual director or directors to whom the communication is directed unless the communication
is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has
the authority to discard the communication or take appropriate legal action regarding the communication.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual and
current reports and other documents with the SEC under the Exchange Act. The Company’s SEC filings made electronically through
the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read
and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington,
DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.
| September 26, 2023 |
By Order of the Board of Directors |
| |
|
| |
/s/ Dandan Liu |
| |
Name: |
Dandan Liu |
| |
Title: |
Chief Executive Officer and Chair |
Exhibit 99.2
TDH Holdings Announces its Annual General Meeting
will be Held on October 27, 2023
QINGDAO, China, September 5, 2023 /PRNewswire/
-- TDH Holdings, Inc. (NASDAQ: PETZ) (“TDH” or the “Company”), announced today that its Annual General Meeting
of shareholders (the “AGM”) will be held Friday, October 27, 2023 at 9:00 a.m. Beijing time/Thursday, October 26, 2023 at
9:00 p.m. EST at Room 1104, 9 East 3rd Ring Middle Road, Chaoyang District, Beijing, People’s Republic of China. Stockholders of
record as of the record date, close of business on September 19, 2023 will be entitled to vote at the AGM.
About TDH Holdings, Inc.
Founded in April 2002, TDH Holdings, Inc. (the
“Company”) a PRC-based company that is an operator of a restaurant in the U.S. More information about the Company can be found
at www.tiandihui.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may”, “will”, “intend”, “should”, “believe”,
“expect”, “anticipate”, “project”, “estimate” or similar expressions that do not relate
solely to historical matters, it is making forward-looking statements. Specifically, the Company’s statements regarding its annual
meeting are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties
that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements.
These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies;
the ability to identify, execute and integrate strategic or acquisition opportunities, the Company’s future business development;
product and service demand and acceptance; changes in technology; economic conditions; the growth of the restaurant industry in the United
States; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business
conditions in China and internationally and assumptions underlying or related to any of the foregoing and other risks contained in reports
filed by the Company with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place
undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings
with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation
to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Feng Zhang, CFO
Email: tdhpets@163.com
Phone: +86 183-1102-1983
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