Nova Lifestyle Inc

Our shareholders are being asked to consider and vote on this proposal to approve the Nova LifeStyle Inc. 2024 Omnibus Equity Plan (the “Equity Plan”).

On June 30, 2014, the Company’s stockholders approved the Nova LifeStyle, Inc. 2014 Omnibus Long-Term Incentive Plan (the “2014 Plan”) at the annual stockholders meeting, which permitted the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), unrestricted stock and performance awards to its employees, directors, consultants and advisors up to 160,000 shares (after reflecting the 1 for 5 reverse stock splits in December 2019 and May 2023, respectively) of Common Stock of the Company. As of December 31, 2023, 53,344 shares under 2014 Plan are available for issuance due to the unexercised stock options expired and shares returned to the 2014 Plan.

On May 28, 2021, the Company’s stockholders approved the Nova LifeStyle, Inc. 2021 Omnibus Equity Plan (the “2021 Plan”) at the annual stockholders meeting, which permitted the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), unrestricted stock and performance awards to its employees, directors, consultants and advisors up to 600,000 shares (after reflecting the 1 for 5 reverse stock split in May 2023) of Common Stock of the Company. As of December 31, 2023, a total of 511,088 shares and/or restricted stock units have been granted pursuant to the 2021 Plan.

On August 31, 2023, the Company’s stockholders approved the Nova LifeStyle, Inc. 2023 Omnibus Equity Plan (the “2023 Plan”) at the special stockholders meeting, which permitted the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), unrestricted stock and performance awards to its employees, directors, consultants and advisors up to 800,000 shares of Common Stock of the Company. As of December 31, 2023, 100,000 shares and/or restricted stock units has been granted pursuant to the 2023 Plan.

The Equity Plan’s purpose is to attract and retain high caliber employees, directors, consultants and independent contractors; motivate participants to achieve long-range goals; provide competitive incentive compensation opportunities; and align the participants’ interests with the interests of the shareholders by offering the participants compensation that is based on our common stock.

The description of the Equity Plan below is a summary and is qualified in its entirety by reference to the provisions of the Equity Plan, which is attached asAnnex A to this proxy statement. Capitalized terms used in the summary but otherwise not defined herein shall have the meanings ascribed to such terms in the Equity Plan.

The Board of Directors of the Company approved and adopted the Equity Plan on April 19, 2024, subject to shareholders’ approval.