Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
Since mid-September 2023, Mr. Zheng Dai, Mr. Pijun
Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves
out as representing and/or authorized to represent the Company. For example, the Unauthorized Persons caused to be filed certain current
reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors. These
filings were false and should be disregarded.
On September 28, 2023, a derivative lawsuit was
filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District
of Wyoming against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice
on October 18, 2023.
On October 18, 2023, the same individuals who
previously filed the above-described derivative suit initiated a direct action against the Company in the Chancery Court of the State
of Wyoming (the “Chancery Court”), once again seeking control of the Company. In response, the Company contested to the lawsuit
and sought a temporary restraining order to prevent the plaintiff-shareholders and their affiliates (including the Unauthorized Persons)
from asserting control over the Company.
On November 7, 2023, the Chancery Court granted
a temporary restraining order substantially restraining Mr. Zheng Dai and his affiliates from claiming to act on behalf of the Company.
On November 30, 2023, the Company responded to
plaintiffs’ allegations, demonstrating that their claims—brought by Mr. Zheng Dai and his affiliates—were largely based
upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the Company’s request
for an injunction.
On January 5, 2024, the Chancery Court issued
a preliminary injunction order (attached hereto), which specifically restrained Mr. Zheng Dai and his affiliates from the following conduct:
(i) acting
as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;
(ii) making
any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;
(iii) making
any attempts to change the board composition and executive team;
(iv) disseminating
false statements regarding the Company and its leadership;
(v) making
any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;
(vi) making
any attempts to issue the Company’s shares.
The Company remains under the control of its
current board of directors, which, as of the reporting date, consists of the following personnel: Lichen Dong (Chairman of the
Board), Tian Yang, Mahesh Thapaliya, and Jianbo Sun.
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On April 8,2024, the Chancery Court dismissed the plaintiffs’ case
with prejudice , allowing the Company to reserve its right to seek fees. The Company’s counterclaims against plaintiffs
were later dismissed without prejudice upon stipulation on June 11, 2024.
On September 6, 2024, the same individuals initiated a new lawsuit
against the Company in the Wyoming State District Court, with a sole cause of action seeking inspection of certain corporate records.
On October 30, 2024, the Company responded the complaint, denying plaintiffs’
allegations and arguing that plaintiffs had failed to satisfy the statutory requirements necessary for corporate records inspection.
On December 9, 2024, one of the plaintiffs, Wenwen Yu, filed a motion
for preliminary injunction to enjoin future share issuances by the Company.
On December 27, 2024, the Company opposed Yu’s motion, asserting
that it was entirely without merit. The motion is currently set for a hearing on April 9, 2025.
Separately, on May 15, 2024, another lawsuit was filed against the
Company in the New York County Supreme Court (the “NY Court”), seeking repayment of certain loans allegedly guaranteed by
the Company.
On September 9, 2024, the Company moved to dismiss the case on the
grounds of forum non conveniens and lack of personal jurisdiction, given that the alleged guarantees—signed by Zheng Dai
and Pijun Liu—were unauthorized and, therefore, null and void.
As of the reporting date, the Company’s motion remains pending
before the NY Court.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II