MingZhu Logistics Holdings Ltd

DEF 14A 1 ea0211744-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

(Rule 14a-101)

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

MingZhu Logistics Holdings Limited

(Name of Registrant as Specified in Its Charter)

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MINGZHU LOGISTICS HOLDINGS LIMITED

To the Shareholders of Mingzhu Logistics Holdings Limited:

You are cordially invited to attend the 2024 annual meeting (the “Annual Meeting”) of the shareholders of MingZhu Logistics Holdings Limited (the “Company” or “MingZhu”), a company formed in the Cayman Islands, to be held in the offices of the Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17 th Floor, New York, NY 10006, on October 16, 2024 at 10:00 a.m. Eastern Time.

The Annual Meeting is being held for the purpose of considering and voting upon the following proposals:

• To elect five (5) directors to the Company’s board of directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

• To ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

• To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals.

No other business shall be transacted at the Annual Meeting.

The Board has fixed the close of business on August 19, 2024 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Annual Meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted at the Annual Meeting or any adjournment. As of the Record Date, there were 4,779,065 outstanding ordinary shares of MingZhu entitled to attend and vote at the Annual Meeting. No other securities of MingZhu have voting rights.

Stockholders may vote electronically or by mail in accordance with the following:

VOTE BY INTERNET —www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Time on October 16, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE — 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m., Eastern Time on October 16, 2024. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

After careful consideration of all relevant factors, the Board recommends that you vote or give the instruction to vote “FOR ALL” the proposals regarding the election of the five (5) directors identified in this Proxy Statement to the Board, “FOR” the ratification of the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and “FOR” the proposal to adjourn the Annual Meeting under certain circumstances.

Whether or not you plan to participate in the Annual Meeting, we urge you to read the proxy statement carefully and to vote your shares. Your vote is very important. This will assure your representation and a quorum for the transaction of business at the meeting.

I look forward to seeing you at the meeting.

Sincerely,

/s/ Jinlong Yang

Jinlong Yang

Chairman

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Meeting Time: 10:00 a.m. October 16, 2024 (Eastern Time)

To the Shareholders of Mingzhu Logistics Holdings Limited:

You are cordially invited to attend the 2024 annual meeting (the “Annual Meeting”) of the shareholders of MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company” or “MingZhu”) that will take place in the offices of the Company’s counsel, Becker & Poliakoff P.A., at 45 Broadway, 17 th Floor, New York, NY 10006 on October 16, 2024 at 10:00 a.m. Eastern Time.

The Annual Meeting is being held for the purpose of considering and voting upon the following proposals:

• To elect five (5) directors to the Company’s board of directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

• To ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

• To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals.

The Board has fixed the close of business on August 19, 2024 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Annual Meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted at the Annual Meeting or any adjournment. As of the Record Date, there were 4,779,065 outstanding ordinary shares of MingZhu. MingZhu’s issued and outstanding warrants do not have voting rights.

A list of record shareholders will be available for inspection at the offices of our counsel, Becker & Poliakoff, P.A., located at 45 Broadway, 17 th Floor, New York, NY 10006 for a period of ten (10) days before the annual meeting during ordinary business hours.

The affirmative vote of 50% or more of the Company’s shares present (in person or by proxy) at the Meeting and voting will be required to approve the proposals. Each of the five (5) directors identified herein shall be elected to the Board if that director’s election is so approved by the affirmative vote of a majority of the shares present (in person or by proxy) at the Annual Meeting and voting on the proposal.

Enclosed is the proxy statement containing detailed information concerning the above referenced proposals to be considered at the Annual Meeting. We are providing the proxy statement and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. The proxy statement is first being mailed to shareholders of the Company on or about September 3, 2024 along with our annual report on Form 20-F for the fiscal year ended December 31, 2023 and proxy card. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please contact Mr. Terry Zhang, our Chief Financial Officer, at (86) 755-25209839 or by email Terry@szygmz.com.

The Proxy Statement and our 2024 Annual Report to Shareholders are available at:

www.szygmz.com

/s/ Jinlong Yang

Jinlong Yang

Chairman