ATIF Holdings Ltd

For the period ended Jul 26, 2024. Filed Jun 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 26, 2024 · Filed Jun 27, 2024

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DEF 14A 1 ea0208553-def14a_atif.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

25391 Commercentre Dr., Ste 200,

Lake Forest, CA 92630

Notice of Annual Meeting of Shareholders

Date:	July 26, 2024
Time:	10.00 a.m. PST
Location:	25391 Commercentre Dr., Ste 200, Lake Forest, CA 92630
Record Date:	June 24, 2024

Proposals:

1.	Re-elect five directors to the Board of Directors (the “Board”) of ATIF HOLDINGS LIMITED (the “Company”) to serve until their successors are duly elected and qualified at the 2025 annual meeting of shareholders or until their earlier resignation or removal;

2.	Ratify the appointment of ZH CPA, LLC (“ZHC”) as the independent registered public accounting firm of the Company for the fiscal year ending July 31, 2024.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES INCLUDED IN PROPOSAL NO. 1, AND “FOR” PROPOSAL NO. 2.

Holders of record of the Company’s ordinary shares at the close of business on June 24, 2024 (the “Record Date”) will be entitled to notice of, and to vote at the 2024 annual meeting of shareholders of the Company (the “Meeting”) and any adjournment or postponement thereof. Each ordinary share entitles the holder thereof to one vote.

Your vote is important, regardless of the number of shares you own. Even if you plan to attend the Meeting in person, it is strongly recommended that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

A complete list of shareholders of record entitled to vote at the Meeting will be available for 10 days before the Meeting at the principal executive office of the Company for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about June 27, 2024.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

	By Order of the Board,
Date: June 27, 2024	By:	/s/ Jun Liu
	Name:	Jun Liu
	Title:	Chief Executive Officer (Principal Executive Officer)

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

Important Notice Regarding the Availability of Proxy Materials

for the 2024 Annual Meeting of Shareholders to be held at 10.00 a.m. PST on July 26, 2024

The Notice of the Annual Meeting of Shareholders, this proxy statement, and our Annual Report on Form 10-K for the period ended July 31, 2023 (the “Annual Report”) are available athttps://www.ipoex.com.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS	1
GENERAL INFORMATION ABOUT THE MEETING AND VOTING	5
PROPOSAL NO. 1 — RE-ELECTION OF DIRECTORS	7
SECTION 16(A) COMPLIANCE	15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	16
PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
OTHER MATTERS	19
OTHER IMPORTANT INFORMATION	19
WHERE YOU CAN FIND ADDITIONAL INFORMATION	20

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