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OFA Group

NASDAQ:OFAL
Annual Meeting

of Shareholders

MEETING DATE

10/05/2026
DEF 14A FILED
09/25/2026
PUBLISHED
09/25/2026 8:00 pm
TIME TO PUBLISH
09/27/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:OFAL· CUSIP G6713S106 · CLASS Class A ordinary shares and Class B ordinary shares · CIK 0002036307

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

13
FOR
2
AGAINST
0
WITHHOLD
15
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1a
Re-elect Larry Wong as a director
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states Larry Wong is an incumbent director standing for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1b
Re-elect Keith Chong as a director
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states Keith Chong is an incumbent director standing for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1c
Re-elect John Chiang as a director
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states John Chiang is an incumbent director standing for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1d
Re-elect Andrew Scott as a director
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states Andrew Scott is an incumbent director standing for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1e
Re-elect Erwin Baquiran Pineda as a director
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states Erwin Baquiran Pineda is an incumbent director standing for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1f
Re-elect Yan Xu as a director
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states Yan Xu is an incumbent director standing for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Approve and ratify the appointment of M&K CPAS, PLLC as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states M&K CPAS, PLLC will serve for the fiscal year ending March 31, 2027.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Approve and ratify the form of Third Amended and Restated Memorandum and Articles of Association filed with the Registrar of Companies of the Cayman Islands
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the ratification corrects typographical errors in the previously approved Third M&AA.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Approve a 10-for-1 consolidation of the Company's authorized but undesignated and unissued shares
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the consolidation aligns undesignated share par value with Class A ordinary shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Approve an increase of the authorized share capital of the Company
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states additional shares could dilute voting power and discourage transactions involving a change in control.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Approve the adoption of amended and restated memorandum and articles of association to reflect the Undesignated Share Consolidation and the Authorized Share Capital Increase
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the amendment reflects the Authorized Share Capital Increase.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
Approve allowing the Board to effect one or more share consolidations at an accumulated ratio between 2-for-1 and 25-for-1
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the board seeks authority to effect consolidations between 2-for-1 and 25-for-1.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
8
Approve the adoption of amended and restated memorandum and articles of association to reflect the Share Consolidation(s)
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the amendment reflects changes to authorized share capital from any Share Consolidation.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
9
Approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of Class A ordinary shares pursuant to the ELOC Purchase Agreement with Atsion Opportunity Fund LLC – Series 1
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states approval is needed to issue Class A ordinary shares under the ELOC Purchase Agreement.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
10
Approve the adjournment of the Annual Meeting to permit further solicitation and vote of proxies if necessary
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment would permit further solicitation if votes are insufficient to approve proposals.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

b60cf41a47a603a41db13169913cb9254524b36193394ab0a848f725319f51f1

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