GD Culture Group Ltd Files 2024 Proxy Statement

TL;DR

GD Culture Group Ltd just dropped its 2024 proxy statement. Get ready to vote!

AI Summary

GD Culture Group Ltd filed a DEF 14A proxy statement on November 20, 2024, for the fiscal year ending December 31, 2024. The company, formerly known as Code Chain New Continent Ltd and TMSR HOLDING Co Ltd, is incorporated in Nevada and headquartered in New York. The filing is a definitive proxy statement, indicating it's for shareholder voting.

Why It Matters

This filing provides shareholders with essential information regarding upcoming votes, such as director elections and executive compensation, allowing them to make informed decisions.

Risk Assessment

Risk Level: low — This is a routine filing for a proxy statement and does not contain new financial performance data or significant corporate actions.

Key Players & Entities

• GD Culture Group Ltd (company) — Registrant
• Code Chain New Continent Ltd (company) — Former company name
• TMSR HOLDING Co Ltd (company) — Former company name
• JM Global Holding Co (company) — Former company name
• 20241120 (date) — Filing date
• 20241220 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.0001 — 4 shares of our common stock, par value $0.0001(“Common Stock”), issued a

Filing Documents

• ea0221212-01.htm (DEF 14A) — 577KB
• tproxy_001.jpg (GRAPHIC) — 1358KB
• tproxy_002.jpg (GRAPHIC) — 1044KB
• 0001213900-24-100340.txt ( ) — 3887KB

From the Filing

DEF 14A 1 ea0221212-01.htm PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 ___________________ Schedule  14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, For Use of the Commission Only (As Permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material under Rule 14a -12 GD Culture Group Limited (Name of Registrant as Specified In Its Charter) ______________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11   GD Culture Group Limited 810 Seventh Avenue, 22 nd  Floor New York, NY 10019 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 20, 2024 Dear Stockholder: Notice is hereby given that 2024 annual meeting of stockholders (the “Annual Meeting”) of GD Culture Group Limited (formerly known as “Code Chain New Continent Limited”, “TMSR Holding Company Limited” and “JM Global Holding Company”), a Nevada corporation (the “Company”), will be held on December 20, 2024, at 1:00 p.m., Eastern Time, at the principal office of the Company located at 810 Seventh Avenue, 22 nd  Floor, New York, NY 10019, for the following purposes: 1.        To elect five directors to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified (the “Director Election Proposal” or “Proposal 1”); 2.        To ratify the selection by our Audit Committee of HTL International, LLC (“HTL”) to serve as our independent registered public accounting firm for the year ending December 31, 2024 (the “Appointment Proposal” or “Proposal 2”); 3.        To approve, by non -binding  advisory vote, the resolution approving named executive officer compensation (the “Say on Pay Proposal” or “Proposal 3”); 4.        To approve, by non -binding  advisory vote, the frequency of future non -binding  advisory votes on resolutions approving future named executive officer compensation (the “Say When on Pay Proposal” or “Proposal 4”); and 5.        To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal” or “Proposal 5”). The Director Election Proposal, the Appointment Proposal, the Say on Pay Proposal, the Say When on Pay Proposal and the Adjournment Proposal are collectively referred to as the “Proposals” for the purposes of this notice. The presence of casted votes or votes by proxy of one -third (1/3 rd ) of our shares issued and outstanding common stock entitled to vote at the Annual Meeting are necessary to constitute a quorum at the Annual Meeting under the Company’s bylaws. Votes of stockholders of record who participate in the Annual Meeting or by proxy will be counted as present for purposes of determining whether a quorum exists and whether or not such holder abstains from voting on all of the Proposals. If you are a beneficial owner of our common stock and you do not instruct your bank, broker or other nominees how to vote your shares on any of the Proposals, your shares will not be counted as present at the Annual Meeting for purposes of determining whether a quorum exists. Approval of the Proposal 1 and 3 will require a plurality of the vote of the shares cast and entitled to vote at the Annual Meeting or any adjournment thereof. Approval of each of the Proposal 2, 3 and 5 will require an affirmative vote of a majority of

View Full Filing

View this DEF 14A filing on SEC EDGAR