JBDI Holdings Ltd

Overview

The Board of Directors has approved, and is hereby soliciting Members’ approval of, a Reverse Stock Split of the Company’s issued Ordinary Shares at a ratio (the “Reverse Split Ratio”) of one for two (1:2), provided that the Board of Directors may, in its sole and absolute discretion, elect to not effect the Reverse Stock Split and, further, that the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the Members, to effect the Reverse Stock Split at any time during the 12 month period following approval of the Reverse Stock Split by the Members when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Company.

The par value of each ordinary share will be adjusted based on the Reverse Split Ratio. Member approval of the Reverse Stock Split will grant the Board of Directors the authority to determine whether and when to implement the Reverse Stock Split. If the Members approve the Reverse Stock Split, the Board will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the Members, to implement and effect the Reverse Stock Split during the 12 month period following approval of the Reverse Stock Split when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Company.

Approval of the Reverse Split Ratio by the Members provides the Board of Directors with flexibility to achieve the purposes of the Reverse Stock Split. In connection with any determination to effect the Reverse Stock Split, the Board of Directors will set the time for such a split. This determination will be made by the Board of Directors with the intention to create the greatest marketability of the Company’s Ordinary Shares based upon prevailing market conditions at that time.

The Board of Directors reserves its right to elect not to proceed with, and abandon, the Reverse Stock Split if it determines, in its sole and absolute discretion, that implementing the Reverse Stock Split is not in the best interests of the Company and its Members.