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 2022
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
In connection with the 2022 Annual General Meeting of Shareholders of MDJM LTD, a Cayman Islands company (the “Company”), the Company hereby furnishes the following documents:
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.
| MDJM LTD | ||
| By: | /s/ Siping Xu | |
| Siping Xu | ||
| Chief Executive Officer | ||
Date: September 12, 2022
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 October 13, 2022, at 9:00 a.m., Eastern Time, at Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom, for the following purposes:
| 1. | To re-elect Mr. Siping Xu as a director of the Company to hold office until the next annual general meeting; | |
| 2. | To re-elect Mr. Yang Li as a director of the Company to hold office until the next annual general meeting; | |
| 3. | To re-elect Mr. Zhenlei Hu as a director of the Company to hold office until the next annual general meeting; | |
| 4. | To re-elect Mr. Liding Sun as a director of the Company to hold office until the next annual general meeting; | |
| 5. | To re-elect Mr. 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 December 31, 2022. |
The board of directors of the Company (“Board of Directors”) has fixed the close of business on September 2, 2022 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. 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 2021 annual report, from the Company’s website at www.mdjhchina.com or by submitting a request to caileimdzy@163.com.
| By Order of the Board of Directors, | |
| /s/ Siping Xu | |
| Siping Xu | |
| Chairman of the Board of Directors |
Cupar, United Kingdom
September 12, 2022
MDJM LTD
ANNUAL GENERAL MEETING OF SHAREHOLDERS
October 13, 2022
9:00 a.m., 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 October 13, 2022, at 9:00 a.m., 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 September 2, 2022 (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 Mr. Siping Xu as a director of the Company to hold office until the next annual general meeting; | |
| 2. | To re-elect Mr. Yang Li as a director of the Company to hold office until the next annual general meeting; | |
| 3. | To re-elect Mr. Zhenlei Hu as a director of the Company to hold office until the next annual general meeting; | |
| 4. | To re-elect Mr. Liding Sun as a director of the Company to hold office until the next annual general meeting; | |
| 5. | To re-elect Mr. 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 December 31, 2022. |
The Board of Directors recommends a vote “FOR” each of the Proposals No. 1–6.
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 December 31, 2021 (the “2021 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. You may obtain a copy of our 2021 Annual Report to shareholders by visiting the “Annual Results” heading under the “Financial Info” section of the Company’s website at www.mdjhchina.com. If you want to receive a paper or email copy of the Company’s 2021 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@mdjhchina.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.
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. Yang Li has served as our director since January 26, 2018. He has also served as the general manager and director of Mingda Tianjin since September 2015, a director of MD UK since October 2020, a director of Mansions Estate since June 2021, and a director of MD German since February 2022. From May 2011 to September 2015, Mr. Li served as the deputy general manager of marketing for Mingda Tianjin. From January 2008 to April 2011, Mr. Li was the department director of eHouse China Tianjin Company. From June 2005 to August 2007, Mr. Li served as a department manager for Tianjin Yuxuan Consultant Co., Ltd. Mr. Li holds a bachelor’s degree in engineering from Tianjin University of Science and Technology, and a Master of Business Administration degree in International Business Management from IPAG Business School.
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 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 December 31, 2022.
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 DECEMBER 31, 2022.
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.
| By order of the Board of Directors | |
| September 12, 2022 | /s/ Siping Xu |
| Siping Xu | |
| Chairman of the Board of Directors |
Exhibit 99.2
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice & Proxy Statement and the Annual Report are available at www.mdjhchina.com.
| MDJM LTD |
| Annual General Meeting of Shareholders |
| October 13, 2022 |
| 9:00 a.m., Eastern Time |
| THIS PROXY IS SOLICITED ON BEHALF OF |
| THE BOARD OF DIRECTORS OF MDJM LTD |
| 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 September 12, 2022, 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 October 13, 2022, at 9:00 a.m., 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. |
| 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. 1–6 and in the discretion of the proxy with respect to such other business as may properly come before the meeting. |
| Continued and to be signed on reverse side |
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, October 11, 2022. 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 Anna Kotlova at akotlova@bizsolaconsulting.com.
VOTE BY FAX
Please fax your signed proxy card to +1.727.269.5616.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, 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 IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends voting FOR the following:
|
Votes must be indicated (x) in Black or Blue ink. | ||||||||
| FOR | AGAINST | ABSTAIN | ||||||
| PROPOSAL NO. 1: | To re-elect Mr. Siping Xu as a director of the Company to hold office until the next annual general meeting; | ☐ | ☐ | ☐ | ||||
| PROPOSAL NO. 2: | To re-elect Mr. Yang Li as a director of the Company to hold office until the next annual general meeting; | ☐ | ☐ | ☐ | ||||
| PROPOSAL NO. 3: | To re-elect Mr. Zhenlei Hu as a director of the Company to hold office until the next annual general meeting; | ☐ | ☐ | ☐ | ||||
| PROPOSAL NO. 4: | To re-elect Mr. Liding Sun as a director of the Company to hold office until the next annual general meeting; | ☐ | ☐ | ☐ | ||||
| PROPOSAL NO. 5: | To re-elect Mr. 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, 2022. | ☐ | ☐ | ☐ | ||||
| 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. | ||||||||||
| Share Owner signs here | Co-Owner signs here | |||||||||
Date: