OFA Group (NASDAQ:OFAL) shareholders approved all nine proposals presented at the company’s 2026 annual meeting, including the re-election of six directors, the appointment of its independent auditor, amendments to its governing documents and several share-consolidation-related measures.
The virtual meeting was chaired by Chief Executive Officer and director Larry Wong. Thomas M. Gaffney, the company’s chief operating officer, served as presenter and secretary of the meeting. Jim Alden of Broadridge was appointed inspector of election.
Alden reported that approximately 501.1 million ordinary shares were represented at the meeting in person or by proxy, representing about 98.94% of the company’s outstanding voting shares. The attendance level satisfied the quorum requirement.
Board Members Re-Elected, Auditor Ratified
Shareholders elected all six director nominees to serve until the next annual general meeting. The elected directors were:
- Larry Li Hsein Wong
- Keith Wai Wong Chong
- John Chiang
- Andrew Scott
- Erwin Baquiran Pineda
- Yan Xu
Shareholders also ratified the appointment of M&K CPAS PLLC as OFA Group’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
Share-Consolidation Measures Approved
Investors approved a series of proposals related to the company’s share structure and memorandum and articles of association.
Among the approved measures was ratification of the company’s third amended and restated memorandum and articles of association in connection with a 10-for-1 reverse consolidation of Class A ordinary shares that shareholders had previously approved at an extraordinary general meeting on May 21, 2026.
Shareholders also approved an immediate 10-for-1 consolidation of the company’s authorized but undesignated and unissued shares, followed by an increase in authorized share capital. They approved amended and restated articles of association intended to reflect those actions.
In addition, shareholders authorized the board to carry out one or more future consolidations of authorized, issued and outstanding Class A ordinary shares, as well as authorized but undesignated and unissued shares. The authority extends from the date of the annual meeting through the next annual general meeting, with any individual consolidation ratio to be determined by the board.
Gaffney said the cumulative consolidation ratio for the authorized future consolidations may not be less than 2-for-1 or greater than 25-for-1. Shareholders also approved amended and restated governing documents to reflect any such consolidations.
Equity Line Proposal Receives Approval
Shareholders approved the issuance of Class A ordinary shares under the company’s equity line of credit purchase agreement with Atsion Opportunity Fund LLC Series 1.
Under the agreement, dated July 14, 2025, OFA Group has the right, but not the obligation, to sell up to $100 million of Class A ordinary shares to Atsion over a 36-month period, subject to the agreement’s terms, conditions and limitations.
Alden said each proposal received the required vote for approval. Detailed final voting results are expected to be included in a Form 8-K filing with the Securities and Exchange Commission, according to Gaffney.
No shareholder questions were submitted during the meeting’s question-and-answer session. Wong closed the meeting by thanking shareholders for their continued support.
About OFA Group (NASDAQ:OFAL)
Through our wholly owned operating subsidiary, Office for Fine Architecture Limited, we provide comprehensive architectural services, including design and fit out services for commercial and residential buildings. The design service includes both the consultation with our staff and the actual design work and the Company provides a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations.
