Hello and welcome to the annual meeting of shareholders of GigaCloud Technology Inc. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. If you are joining the meeting virtually. If you are joining the meeting at the physical meeting room, you will be asked to raise your hands if you have any questions or comments when the Q and A session starts. It is now my pleasure to turn today's meeting over to Mr. Larry Wu, Chairman of the Board of Directors and Chief Executive Officer of GigaCloud Technology Inc. The floor is yours.
Thank you for the introduction. Good morning, everyone. I want to welcome all of you to the annual general meeting of shareholders of GigaCloud Technology, Inc., which I will hereafter refer as the Company. I'm Larry Lei Wu, the Chairman of the Board of Directors of the Company and its Chief Executive Officer. In accordance with Article 69 of the Company's Articles of Association, I will proceed as the Chairman of this meeting. Zoe Wong, General Counsel of the Company, will act as a Secretary of the meeting. Computershare will act as Inspector of Election and in that capacity will swear an oath of inspectors that the duty of the Inspector of Election will be faithfully executed at this meeting with strict impartiality and according to the best of their ability
Thank you, Larry. I am Zoe Wong , General Counsel of the Company and Secretary of today's meeting. Each of you who is physically attending the meeting should have registered at the desk as you enter the meeting. If there are any of you physically attending the meeting, but who have not yet registered, please step over to the desk and sign the register at this time. Upon entering the meeting, each of you attending physically was presented with an agenda and a list of rules of conduct for the Annual General Meeting. To conduct an orderly meeting, we ask that participants abide by these rules and to remain silent throughout the meeting until the Q&A session. For shareholders and proxy holders who are physically attending the meeting, the Inspector of Election will collect any outstanding ballots during the voting process.
For shareholders who are virtually attending the meeting, the poll is open. If you have already appointed a proxy or proxies to vote on your behalf prior to the proxy cutoff date, you do not need to vote today unless you would like to change your vote. Thank you for your cooperation with these rules. We now move to the next agenda item. Notice of this meeting was dispatched by the Company to its shareholder on April 26, 2024. If there is no objection from the floor, it is proposed to dispense with the formality of reading the notice. Copies of the notice and the proxy materials for the Annual General Meeting are available for inspection throughout this General Meeting or any adjournment thereof.
Only registered holders of ordinary shares of the Company at the close of business on April 23, 2024, which is the record date for this meeting, are entitled to attend and vote at the Annual General Meeting.
Our first order of business at this meeting is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Secretary of the meeting, do you have a report?
Yes. According to the Memorandum and Articles of Association of the Company, the quorum require a general meeting of shareholders consists of one or more shareholders of the Company holding shares which carry in aggregate or represented by proxy not less than 1/3 of all votes attaching to all shares in issue and entitled to vote at such general meeting present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative. The shareholders list shows that as of the record date there were a total of 40,990,115 ordinary shares issued and outstanding, comprising 32,913,383 Class A Ordinary Shares and 8,076,732 Class B Ordinary Shares. Each Class A Ordinary share is entitled to one vote and each Class B Ordinary share is entitled to 10 votes.
Therefore, the total number of votes attaching to all shares in issue and entitled to vote at this meeting is 113,680,600. The shareholders who were present at this meeting in person or by proxy or virtually hold shares which in aggregate 96,098,712 votes, which is more than 1/3 of the total votes attaching to all shares in issue and entitled to attend and vote at this meeting. On such basis and in accordance with Article 66 of the Company's Articles of Association, I declare a quorum present at this Annual General Meeting.
Thank you. Because due notice of this meeting has been given and quorum is present, I declared this meeting to be duly convened.
As set out in the notice. Two proposals will be considered and voted on at this meeting. In relation to proposal number one, the wording of the resolution is as follows. A special resolution that the 7th Amended and Restated Memorandum and Articles of Association of GigaCloud Technology Inc. currently in effect or the current memorandum and articles be amended and restated by their deletion in their entirety and the substitution in their place of the 8th Amended and Restated Memorandum and Articles of Association in the form attached as Exhibit A to the notice of the meeting. A copy of the 8th Amended and Restated Memorandum and Articles of Association is available for inspection throughout this annual general meeting.
Full details of proposal number one, including an explanation for the purpose of the proposed amendments and the effect of approval of the amendments were set out in the proxy materials for the meeting. Does anyone have any question related to proposal number one? If you wish to raise a question, you may raise your hand now. There were no questions related to proposal number one. The Board of Directors of the Company has recommended that the shareholders vote for the resolution in proposal number one. In relation to proposal number two, the wording of the resolution is as follow as an ordinary resolution that the selection and appointment of KPMG Huazhen LLP, an independent registered public accounting firm as the independent auditor of GigaCloud Technology Inc. for the fiscal year ending December 31st, 2024 and is hereby ratified and confirmed.
A full description of proposal number 2 was set out in the proxy materials for the meeting. Does anyone have any questions relating to proposal number 2? If you wish to raise a question, you may raise your hand. Now we have a question related to proposal number 2. Let me repeat the question so that everyone attending virtually could hear. A shareholder asked the Company is an American company. Why are we using a Chinese-based auditor as the independent registered accountant?
Okay, yeah, it's a good question. Thank you. Number one, technically it's not really a U.S. company although we are being regulated as a domestic company, but we are still a Cayman company with a Cayman domicile. It's although the regulation requires that we have similar filing everything requirement as a domestic company will have. Also the choice of using KPMG Huazhen is a legacy of the Company's operation because the majority of the accounting team actually back office in China for the benefit of having lower operation cost. And also it's because we were not a technically S- form filer or you know, being regulated as a domestic company. So we definitely do have, you know, the choice of choosing that the China-based, you know, auditor and there was a law that could, you know, trigger some kind of a delisting risk before December of 2022.
But that concern has been removed. So it's not a kind of a legal requirement or legal risk we're dealing with right now. It's a more commercial thing and we believe, at least for now, we're looking at this issue very closely. But again it's a commercial decision. We believe that it's still the Company's best interest to keep Huazhen, which is international accounting network to be our auditor. And there are some even we want to transfer. There's some kind of, you know, technical issue we need to deal with that we don't have solution for now. So that's what we're really doing and the reason behind that.
Thank you, Larry. The Board of Directors of the Company has recommended that the shareholders vote for the resolution in proposal number two.
I hereby demand that the voting on both proposals to be conducted by poll.
If you desire a ballot, please raise your hand and it will be provided. The Inspector of Election will provide ballots to those who desire them. If you have previously appointed a proxy or proxies to vote on your behalf prior to the proxy cutoff date, you do not need to vote today unless you wish to change your vote. The Inspector of Election will now collect any outstanding ballots. If you have brought your proxy to vote by ballot, please also provide your proxy or ballot to the Inspector of Election. Again, if you have already appoint a proxy or proxies to vote on your behalf prior to the proxy cutoff day, you do not need to vote today unless you would like to change your vote. Please hold up your hand so that your ballot can be collected.
We now seem to have all the ballots and since all those desiring to vote by ballot have done so, I hereby declare the polls closed. The ballot and proxies will be held in the possession of the Inspector of Election. The Inspector of Election will count the votes. We will announce shortly the preliminary result of the vote submitted by 8:59 A.M. Pacific Time on June 12, 2024 via Internet and telephone voting and by mail. We will provide the final results by filing a current report on Form 8-K with the United States Securities and Exchange Commission as soon as possible. The final voting results will also set out in the Certificate of Inspector of Election which shall be attached to the minutes of this meeting.
The Inspector of Election Computershare have counted the votes of the shareholders taking into account that the Class A ordinary shares of the Company carry one vote per share and the Class B ordinary shares of the Company carry 10 votes per share. I hereby report that based on the proxy report generated by Computershare the preliminary result of the voting submitted by 8:59 A.M. Pacific Time on June 12, 2024 via Internet and telephone voting and by mail are as follow in relation to proposal number one 88,454,270 of the votes were cast for the resolution. 59,430 of the votes were cast against the resolution.
All shares which were not voted for or against the resolution, whether as a result of the shareholder not being present at the meeting or abstaining from voting, or as a result of a spoiled proxy or ballot paper, have been excluded from voting and do not affect the outcome for the resolution.
Since more than two thirds of the votes were voted for the proposed resolution, I hereby declare the proposal number one has been duly passed as a special resolution of the Company.
In relation to proposal number two, 95,720,490 of the votes were cast for the resolution. 316,694 of the votes were cast against the resolution. All shares which were not voted for or against the resolution have been excluded from voting and do not affect the outcome of the resolution.
Since more than half the votes were voted for the proposed resolution, I hereby declare proposal number 2 as duly passed as ordinary resolution of the Company.
We are now turning to the final Q and A session. Only shareholders of record as of the close of business on April 23rd, 2024, being the record date for the meeting, or their proxy holders may address the meeting. In this session, we will discuss a total of no more than three questions or comments raised virtually or in the meeting room. Each speaker is limited to one question or comment which must be no more than two minutes in length. Our Chairman of the meeting will only answer questions pertinent to matters discussed at the meeting. The views and comments of all shareholders are welcome. However, the purpose of the meeting will be observed and the Chairman will stop discussion on the questions and comments that are deemed irrelevant to the business of the Company or the conduct of its operations related to pending or threatened litigation.
Derogatory references that are not in good taste, unduly prolonged longer than five minutes, substantially repetitious of statement made by other shareholders or discussion relating to personal grievances. We do not have any questions online. Now let us turn to the shareholders in the meeting room.
Okay. Okay. Update of operations. Yeah, I think we're making progress on the integration of Noble House and we're expanding our footprint of warehousing infrastructure system. I don't think there is anything that so material enough that we need to report to publicly to the shareholder right now. The operations in normal situation.
We have a second question.
Yeah, we have, you know, disclaimer all the kind of, you know, related party transaction based on SEC law and applicable, you know, accounting rule. And you can find you know, information from either the public statement we made or actually, there was a pretty recent interview I did with the media that it's also public information. If you have any interest, you can find a little bit more from that interview.
We have no more question in the meeting room. As we have discussed the questions and comments, I hereby declare the Q and A sessions closed.
Thank you for attending today's meeting. Since there's no other question, the business. I hereby declare the Annual General Meeting of the Company closed. Thank you.
The meeting chairman has declared the meeting closed. This concludes the meeting. All the speakers and participants can disconnect the mic and all the attendees in the meeting room can leave now.