How does the Board recommend that I vote?

Our Board unanimously recommends that shareholders vote “FOR” each of the Director Nominees listed in proposal No. 1 and “FOR” each of proposals No. 2, No. 3, No. 4, No. 5, and No. 6.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Certain of our shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholders of Record/Registered Shareholders

If, on your behalf, your broker may no longer use discretionary authority to votethe Record Date, your shares on any of the matters to be considered at the Annual Meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted.

Voting Procedure; Voting of Proxies; Revocation of Proxies

Stockholders of Record

If your shares arewere registered directly in your name with our transfer agent, VStock Transfer LLC, you are considered the “stockholdera “shareholder of record” with respectwho may vote at the Meeting, and we are sending these proxy materials directly to those shares.you. As the stockholdershareholder of record, you mayhave the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Annual Meeting or, most conveniently, vote by telephone, Internet or mail.Meeting. Whether or not you plan to attend the annual meeting, we urge youMeeting, please complete, date and sign the enclosed proxy card to vote by proxy to ensure that your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

Beneficial Owner

By Internet – stockholders may voteIf, on the internet by logging on to www.proxyvote.com and following the instructions given.

By Telephone – stockholders may vote by calling 1-800-690-6903 (toll-free) with a touch tone telephone and following the recorded instructions.

By Mail – stockholders must request a paper copy of the proxy materials to receive a proxy card and follow the instructions given for mailing. A paper copy of the proxy materials may be obtained by logging to www.proxyvote.com and following the instructions given. To vote using the proxy card, simply print the proxy card, complete, sign and date it and return it promptly to the address as instructed thereon. In the alternative, the proxy card can be mailed directly to the Company: Jehn Ming Lim, our Chief Financial Officer, located Room 1105 Wing On House, 62 Mody Road, Kowloon, Hong Kong. Our Board has selected Jehn Ming Lim to serve as proxy.

If you vote by telephone or via the Internet, you do not need to return your proxy card. Telephone and Internet voting are available 24 hours a day and will close at 11:59 P.M. Eastern Time on December 29, 2019.

In Person – stockholders may vote in person at the Annual Meeting. To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

Shares of our common stock represented by proxies properly voted that are received by us and are not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If instructions are not given, such proxies will be voted FOR election of each nominee for director named herein, FOR verification of Marcum Bernstein & Pinchuk LLP as independent auditor, and FOR approval of the compensation of our named executive officers described in this Proxy Statement. In addition, we reserve the right to exercise discretionary authority to vote proxies, in the manner determined by us, in our sole discretion, on any matters brought before the Annual Meeting for which we did not receive adequate notice under the proxy rules promulgated by the Securities and Exchange Commission (“SEC”).

Street Name Stockholders

If you holdRecord Date, your shares were held in “street name” throughan account at a stockbroker,brokerage firm or at a bank or other nominee rather than directly in your own name,holder, you are considered the “beneficial owner” of such shares. Because a beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not a stockholderthe shareholder of record, you may not vote these shares at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote at the Meeting.

How do I vote?

If you were a shareholder of record of the Company’s shares of common stock on the Record Date, you may vote electronically at the Meeting or by submitting a proxy. Each ordinary share that you own in personyour name entitles you to one vote, in each case, on the applicable proposals.

(1) You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to the Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:

•        as you instruct, and

•        according to the best judgment of the proxies if a proposal comes up for a vote at the Meeting that is not on the proxy card.

We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.

If you return a signed card, but do not provide voting instructions, your shares will be voted:

•        FOR each nominee for director;

•        FOR the appointment of Assentsure as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

•        FOR the approval of the Disposition;

•        FOR the approval of the adoption of the Merger Agreement and the Redomicile; and

•        FOR the approval of the Reclassification; and

•        According to the best judgment of the Company’s Chief Executive Officer and Chairman if a proposal comes up for a vote at the Meeting that is not on the proxy card.

(2) You may vote online at proxyvote.com.

(3) You may vote by telephone at 1-800-690-6903.

If I plan on attending the Meeting, should I return my proxy card?

Yes. Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the Meeting.

May I change my mind after I return my proxy?

Yes. You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:

•        sending a written notice to the Secretary of the Company at the Company’s executive offices stating that you would like to revoke your proxy of a particular date;

•        signing another proxy card with a later date and returning it to the Secretary before the polls close at this Meeting; or

•        attending the Meeting and voting electronically.

What does it mean if I receive more than one proxy card?

You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.

What happens if I do not indicate how to vote my proxy?

Signed and dated proxies received by the Company without an indication of how the shareholder desires to vote on a proposal will be voted in favor of each director and proposal presented to the shareholders.

Will my shares be voted if I do not sign and return my proxy card?

If you do not sign and return your proxy card, your shares will not be voted unless you vote at the Meeting.

What vote is required to elect the Director Nominees as directors of the Company?

The election of each nominee for director requires the affirmative vote of a majority of the shares of common stock voted at the Meeting or represented by proxy and entitled to vote in the election of directors at the Meeting.

How many votes are required to ratify the appointment of Assentsure as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022?

The proposal to ratify the appointment of Assentsure as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

How many votes are required to approve the Disposition?

The proposal to approve the Disposition, requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

How many votes are required to approve the Merger Agreement?

The proposal to approve the Merger Agreement, requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

How many votes are required to approve the Reclassification?

The proposal to approve the Reclassification, requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.

Where do I find the voting results of this Meeting?

We will announce voting results at the Meeting and also file a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) reporting the voting results.

Who can help answer my questions?

You can contact us by sending a letter to the offices of the Company at Office Q 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong with any questions about proposals described in this proxy statement or how to execute your vote.

QUESTIONS AND ANSWERS RELATING TO THE MERGER

What is the merger?

Under the Merger Agreement, NFT Limited will merge with and into the Company, with the NFT Limited surviving the merger. Upon consummation of the merger, each issued and outstanding share of the Company’s common stock will be converted into the right to receive one Class A ordinary share in the capital of NFT Limited, which shares will be issued by NFT Limited in connection with the merger. Following the merger, NFT Limited will own and continue to conduct our business in substantially the same manner as it is currently being conducted by the Company and its subsidiaries. NFT Limited will also be managed by the same Board and executive officers that manage the Company today.

Why does the Company want to engage in the merger?

The merger is part of a reorganization of the Company’s corporate structure approved by our Board that we expect will, among other things, result in a reduction in legal and accounting costs over the long term and provide us with flexibility to take certain corporate actions in a more efficient manner. Please see the section entitled “The Merger Agreement — Background and Reasons for the Merger.” However, there can be no assurance that following the merger we will be able to realize these expected benefits for the reasons discussed in the section entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — The expected benefits of the merger may not be realized.” We also have incurred and will continue to incur transaction costs (the significant majority of which will have been incurred and expensed prior to your vote on the proposal). Please see the section entitled “Summary Pro Forma Financial Information” for a description of these transaction costs.

Will the merger affect current or future operations?

The merger is not expected to have a material impact on how we conduct day-to-day operations. While the new corporate structure would not change our future operational plans to grow our business, including our focus on our U.S. business, it may improve our ability to expand internationally. The location of future operations will depend on the needs of the business, which will be determined without regard to NFT Limited’s jurisdiction of incorporation. Please see the section entitled “The Merger Agreement — Background and Reasons for the Merger.”

Is the merger taxable to me?

U.S. holders will not recognize gain or loss for U.S. federal income tax purposes upon receipt of NFT Limited ordinary shares in exchange for the Company common stock. The aggregate tax basis in the ordinary shares of NFT Limited received in the merger will equal each such U.S. holder’s aggregate tax basis in the Company common stock surrendered. A U.S. holder’s holding period for the ordinary shares of NFT Limited that are received in the merger generally should include such U.S. holder’s holding period for the common stock of the Company surrendered. Please see the section entitled “Taxation — Material United States Federal Income Tax Consequences Relating to the Merger and the Ownership and Disposition of NFT Limited Ordinary Shares.”

THE TAX TREATMENT OF THE MERGER UNDER STATE LAW WILL DEPEND ON THE STATE. IT IS POSSIBLE THAT THE MERGER MAY BE TAXABLE UNDER THE TAX LAW OF SOME STATES, INCLUDING, FOR EXAMPLE, CALIFORNIA. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR PRIOR TO THE ANNUAL MEETING REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU.

Has the U.S. Internal Revenue Service rendered a ruling on any aspects of the merger?

No ruling has been requested from the U.S. Internal Revenue Service, or the IRS, in connection with the merger.

When do you expect to complete the merger?

If the adoption of the Merger Agreement is approved by our stockholders at the Annual Meeting, unless you obtainwe anticipate that the merger will become effective at 4:30 pm EST on [            ], 2022 or such other time that the parties to the Merger Agreement shall have agreed upon and designated in a “legal proxy”certificate of ownership and merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware and the filing of articles of merger with the

Secretary of State of the State of Delaware, although the merger may be abandoned by our Board prior to its completion. Please see the section entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — Our Board of Directors may choose to defer or abandon the merger.”

What types of information and reports will NFT Limited make available to shareholders following the merger?

Following completion of the merger, NFT Limited is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. NFT Limited will remain subject to the mandates of the Sarbanes-Oxley Act of 2002, or the Sarbanes- Oxley Act, and, as long as the NFT Limited’s Class A ordinary shares are listed on the NYSE American, the governance and disclosure rules of that stock exchange. However, as a foreign private issuer, NFT Limited will be exempt from certain rules under the Exchange Act that would otherwise apply if NFT Limited were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. For example:

•        NFT Limited may include in its SEC filings financial statements prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, or with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, without reconciliation to U.S. GAAP;

•        NFT Limited will not be required to provide as many Exchange Act reports, or as frequently or as promptly, as U.S. companies with securities registered under the Exchange Act. For example, NFT Limited will not be required to file current reports on Form 8-K within four business days from the occurrence of specific material events. Instead, NFT Limited will need to promptly furnish reports on Form 6-K any information that NFT Limited (a) makes or is required to make public under the laws of the Cayman Islands, (b) files or is required to file under the rules of any stock exchange or (iii) otherwise distributes or is required to distribute to its shareholders. Unlike Form 8-K, there is no precise deadline by which Form 6-K must be furnished. In addition, NFT Limited will not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a foreign private issuer, NFT Limited will be required to file an annual report on Form 20-F within four months after its fiscal year end;

•        NFT Limited will not be required to provide the same level of disclosure on certain issues, such as executive compensation;

•        NFT Limited will not be required to conduct advisory votes on executive compensation;

•        NFT Limited will be exempt from filing quarterly reports under the Exchange Act with the SEC;

•        NFT Limited will not be subject to the requirement to comply with Regulation Fair Disclosure, or Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

•        NFT Limited will not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•        NFT Limited will not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

NFT Limited expects to take advantage of these exemptions if the merger is effected. Accordingly, after the completion of the merger, if you hold NFT Limited securities, you may receive less information about NFT Limited and its business than you currently receive with respect to the Company and be afforded less protection under the U.S. federal securities laws than you are entitled to currently. However, consistent with our policy of seeking input from, and engaging in discussions with, our stockholders, on executive compensation matters, NFT Limited intends to provide disclosure relating to its executive compensation philosophy, policies and practices and conduct an advisory vote on executive compensation once every three (3) years after the merger is effected. However, NFT Limited expects to review this practice after the next such advisory vote and may at that time or in the future determine to conduct such advisory votes more frequently or to not conduct them at all.

If NFT Limited loses its status as a foreign private issuer at some future time, then it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial. Please see the sections entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — The expected benefits of the merger and reorganization may not be realized” and “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — If NFT Limited fails to qualify as a foreign private issuer upon completion of the merger, or loses its status as a foreign private issuer at some future time, NFT Limited would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers and would incur significant operational, administrative, legal and accounting costs that it would not incur as a foreign private issuer.”

Do I have to take any action to exchange my common stock and receive NFT Limited Class A ordinary shares?

The Company common stock registered in your name or which you beneficially own through your broker bank, or nominee that holds your shares, giving youwill be converted into the right to vote thosereceive an equal number of NFT Limited ordinary shares and such shares will be registered in your name (or your broker’s name, as applicable) in NFT Limited’s register of members upon completion of the merger, without any further action on your part. Upon completion of the merger, only registered shareholders reflected in NFT Limited’s register of members will have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon NFT Limited ordinary shares registered in their respective names. Any attempted transfer of the Company stock prior to the merger that is not properly documented and reflected in the stock records maintained by the Company’s transfer agent as of immediately prior to the Effective Time will not be reflected in NFT Limited’s register of members upon completion of the merger. Registered holders of NFT Limited’s ordinary shares seeking to transfer NFT Limited ordinary shares following the merger will be required to provide customary transfer documents required by NFT Limited’s transfer agent to complete the transfer.

If you hold the Company’s common stock in uncertificated book-entry form (for example, if you hold your shares through a broker), at the meeting.time the merger becomes effective in the State of Nevada, or the Effective Time, the Company common stock registered in your name or which you beneficially own through your broker will be converted into the right to receive an equal number of NFT Limited Class A ordinary shares and such shares will be registered in your name (or your broker’s name, as applicable) in book-entry form without any action on your part.

If you hold the Company’s common stock in certificated form, you may exchange your stock certificates for new NFT Limited share certificates promptly following the merger. We will request that all the Company stock certificates be returned to NFT Limited’s transfer agent following the merger. Soon after the closing of the merger, you will be sent a letter of transmittal from our exchange agent. It is expected that, prior to the Effective Time, VStock Transfer, LLC will be appointed as our exchange agent for the merger. The letter of transmittal will contain instructions explaining the procedure for surrendering your stock certificates for new NFT Limited share certificates. YOU SHOULD NOT RETURN STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD.

The Company’s current transfer agent is VStock Transfer, LLC, which will continue to serve as the transfer agent for NFT Limited ordinary shares after the Effective Time.

What happens to the Company stock options at the Effective Time of the merger?

At the Effective Time, all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by NFT Limited and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of ordinary shares of NFT Limited as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and NFT Limited shall take all steps to ensure that a sufficient number of ordinary shares is reserved for the exercise of such Company Stock Options. Please see the section entitled “The Merger Agreement — Stock Compensation and Benefit Plans and Programs” for more information.

Can I trade my Company common stock before the merger is completed?

Yes. the Company common stock will continue trading on NYSE American through the last trading day prior to the date of completion of the merger, which date of completion is expected to be [            ], 2022.

After the merger, where can I trade my NFT Limited ordinary shares?

We expect that as of the Effective Time, the NFT Limited Class A ordinary shares will be authorized for listing on NYSE American, and we expect such shares will be traded on the exchange under the symbol “[            ]”

How will my rights as a shareholder of NFT Limited change after the merger relative to my rights as a stockholder of the Company prior to the merger?

Because of differences between Delaware law and Cayman Islands law and differences between the governing documents of the Company and NFT Limited, we are unable to adopt governing documents for NFT Limited that are identical to the governing documents for the Company, but we have attempted to preserve in the memorandum and articles of association of NFT Limited the same allocation of material rights and powers between the shareholders and our Board that exists under the Company’s bylaws and certificate of incorporation. For example, under the Company’s bylaws, a director must be elected by a plurality of the votes cast, meaning that the nominee who polls more votes than any other candidate is elected. This provision is preserved in the articles of association of NFT Limited.

Nevertheless, NFT Limited’s proposed memorandum and articles of association differ from the Company’s bylaws and certificate of incorporation, both in form and substance, and your rights as a shareholder of NFT Limited will change relative to your rights as a stockholder of the Company as a result of the merger and you may not be afforded as many rights as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws. Please see the sections entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — Your rights as a stockholder of the Company will change as a result of the merger and you may not be afforded as many rights as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws.”

Notwithstanding the foregoing, the changes above may not change your rights as a shareholder significantly in practice because the Company has a concentrated ownership structure with a few stockholders each holding more than five percent (5%) of the Company’s common stock. For further details on the security ownership of certain beneficial owners of the Company, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Additionally, as a foreign private issuer, NFT Limited will be permitted to follow corporate governance practices in accordance with Cayman Islands laws in lieu of certain NYSE American corporate governance standards. However, we do not intend to initially rely on any NYSE American exemptions or accommodations for foreign private issuers following the merger. Please see the sections entitled “Proposal 4 Approval of the Adoption of the Merger Agreement — The Merger Agreement — Background and Reasons for the Merger.”

What is the proposed Reclassification?

We are proposing that our shareholders adopt the M&A of NFT Limited pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A Ordinary Shares, par value US$0.0001 each, 50,000,000 Class B Ordinary Shares, par value US$0.0001 each. In connection with the Merger, NFT Limited will issue Class A Ordinary Shares to all the holders of the Company’s common stock on a one-on-one ratio.

What will I receive in the Reclassification?

If the Reclassification is adopted, all your outstanding shares of the Company’s common stock will be converted into the right to receive an equal number of Class A Ordinary Shares of NFT Limited, which shares will be issued by NFT Limited as part of the merger. You will receive no other consideration for your shares of Company’s common stock when they are reclassified;

What are the differences between the Class A Ordinary Shares and Class B Ordinary Shares?

If the M&A is approved and adopted, each Class A Ordinary Share will be entitled to one vote and each Class B Ordinary Share will be entitled twenty votes.

When is the Reclassification expected to be completed?

If the Reclassification is approved, we expect to complete it as soon as practicable following the Annual Meeting.

What if the Reclassification is not approved or is not later implemented?

It is possible that the Reclassification will not be completed. The Reclassification will not be completed if, for example, the holders of a majority of our common stock do not vote to approve and adopt the M&A. If the Reclassification is not completed, we will only issue ordinary shares to all the holders of the Company’s common stock on a one-on-one ratio.

Will I have appraisal rights in connection with the Reclassification?

Under Cayman Islands law and the proposed M&A, you do not have appraisal or dissenter’s rights in connection with the Reclassification. However, other rights or actions besides appraisal and dissenter’s rights may exist under federal securities laws for shareholders who can demonstrate that they have been damaged by the Reclassification.

RISK FACTORS AND CAUTION REGARDING FORWARD-LOOKING STATEMENTS

In considering whether to vote in favor of the proposal to adopt the Merger Agreement in connection with the merger, you should consider carefully the following risks or investment considerations, in addition to the other information in this Proxy Statement. In addition, please note that this Proxy Statement contains or incorporates by reference “forward-looking statements” and “forward-looking information” under applicable securities laws. These forward-looking statements include, but are not limited to, statements about the merger and reorganization and our plans, objectives, expectations and intentions with respect to future operations, including the benefits or impact described in this Proxy Statement that we expect to achieve as a result of the merger and reorganization. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “continues,” “may,” “intends,” “plans” or similar expressions in this Proxy Statement or in the documents incorporated by reference. Any forward-looking statements in this Proxy Statement reflect only expectations that are current as of the date of this Proxy Statement or the date of any document incorporated by reference in this document, as the case may be, are not guarantees of performance, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our ability to control. Further, these forward-looking statements are based on assumptions with respect to business strategies and decisions that are subject to change. Actual results or performance may differ materially from those we express in our forward-looking statements. Except as may be required by applicable securities laws, we disclaim any obligation or undertaking to disseminate any updates or revisions to our statements, forward-looking or otherwise, to reflect changes in our expectations or any change in events, conditions or circumstances on which any such statements are based.

Set forth below, we have identified the factors, among others, that you should consider before making a decision on whether or not to vote in favor of the proposal to adopt the Merger Agreement, and we have identified certain of the risks that could cause our actual plans or results to differ materially from those included in the forward-looking statements contained or incorporated by reference herein. You should consider these risks when deciding how to vote. In addition, you should also review carefully the risks affecting our business generally that could also cause our actual plans or results to differ materially from those included in the forward-looking statements contained or incorporated by reference herein.

Risks Relating to the Disposition

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors relating to the Disposition before you decide whether to vote for the proposals. You should also consider the other information in the proxy statement and our other reports on file with the SEC, including the annual report on Form 20-F for the fiscal year ended December 31, 2021.

The Disposition may not be completed if the parties fail to obtain shareholder approval or satisfy other closing conditions, or otherwise.

There will be uncertainties in completing the Disposition, which remains subject to conditions precedent involving, among other things, approval by the shareholders of the Company.

The disposition agreement contains customary closing conditions including: (i) the receipt of all requisite regulatory approvals; (ii) the receipt of the purchase consideration; and (iii) the receipt of a fairness opinion from an independent appraisal firm to the satisfaction of the Company’s board of directors.

The required satisfaction (or waiver) of any of the closing conditions could delay the completion of the Disposition for a significant period of time or prevent it from occurring. Any delay in completing the disposition could cause the Company not to realize some or all of the benefits that the parties expect the Company to achieve. Further, there can be no assurance that the conditions to the closing of the disposition will be satisfied or waived or that the disposition will be completed.

Failure to complete the merger and disposition could negatively impact our business, financial condition, results of operations or share price.

Completion of the Disposition is conditioned upon the satisfaction of certain closing conditions, including those discussed above, and other closing conditions customary for a transaction of this size and type. The required conditions to closing may not be satisfied in a timely manner, if at all. If the Disposition are not consummated for

these or any other reasons, we may be subject to a number of adverse effects, including: (i) the price of our common stock may decline to the extent that the current market price reflects a market assumption that the disposition will be completed; (ii) our operations may continue to incur loss; (iii) we may have difficulty maintaining compliance with NYSE American continued listing rules, and as a result, be delisted from the NYSE American; and (iv) costs related to the disposition, such as legal, accounting, financial advisory and printing fees, must be paid even if the disposition are not completed.

We will be liable to the Purchasers for a breach or violation of any representation, warranty, covenants or other obligation under the disposition agreement.

The Company has made certain representations, warranties and covenants under the disposition agreement. See “Proposal No.3: Approval of the Disposition — Terms of the Share Purchase Agreement — Representations and Warranties.” If there is any breach by the Company of any such representation, warranty, covenant or other obligation under the disposition agreement, the Company may be liable, either before or after the closing of the Disposition.

The business to be retained by us after the consummation of the Disposition may still generates losses; we may not be able to rely on the retained business to sustain our business operations.

Immediately following the sale of Hong Kong Takung and Hong Kong MQ to the Purchaser, our business will consist of consulting services such as artwork valuation/appreciation potential, NFT trading service, and advertising service.

We intend to roll out our new NFT business in the U.S. via NFT Exchange Limited. However, given that our new NFT business is in the initial stage, we may not be successful in doing so.

For as long as we remain a public company, we will continue to incur the expenses of complying with public company reporting requirements.

Our reporting obligations as a SEC registrant will not be affected as a result of completing the Disposition. For as long as we remain as such, we have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act, which includes the filing with the SEC periodic reports and other documents relating to our business, financial condition and other matters, even though compliance with such reporting requirements is economically burdensome.

Risks Relating to the Merger and Reorganization

Your rights as a stockholder of The Company will change as a result of the merger and you may not be afforded as many rights as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of The Company under applicable laws and the Company certificate of incorporation and bylaws.

Because of differences between Delaware law and Cayman Islands law and differences between the governing documents of the Company and NFT Limited, we are unable to adopt governing documents for NFT Limited that are identical to the governing documents for the Company, but we have attempted to preserve in the memorandum and articles of association of NFT Limited the same allocation of material rights and powers between the shareholders and our Board of Directors that exists under the Company’s bylaws and certificate of incorporation. Nevertheless, NFT Limited’s proposed memorandum and articles of association differ from the Company’s bylaws and certificate of incorporation, both in form and substance, and your rights as a shareholder will change. For example:

•        Under the DGCL, a corporation may not engage in a business in combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder. However, there is no equivalent provision under the Companies Law or NFT Limited’s articles of association prohibiting business combinations with interested stockholders.

•        Under the DGCL, any stockholder may, upon written demand under oath stating the purpose thereof, inspect the corporation’s books and records for a proper purpose during the usual hours for business. However, shareholders of a Cayman Islands company do not have any general rights to inspect corporate records of

a company, and NFT Limited’s articles of association provide that the directors have the discretion as to whether, to what extent, when, where and under what conditions or regulations the accounts and books of the company may be open to the inspection of shareholders who are not directors.

•        Under the DGCL, a stockholder may bring a derivative suit provided the requirements to do so under the DGCL have been met. However, for a Cayman Islands company, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors, rather than the shareholders, and a shareholder of NFT Limited would be entitled to bring a derivative action on behalf of NFT Limited only in certain limited circumstances.

The laws of the Cayman Islands may not provide NFT Limitedshareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

NFT Limited’s corporate affairs are governed by its memorandum and articles of association, by the Companies Law (2022 Revision) of the Cayman Islands, or the “Companies Law”, and by the common law of the Cayman Islands. The rights of shareholders to take action against NFT Limited’s directors, actions by minority shareholders and the fiduciary responsibilities of NFT Limited’s directors to NFT Limited under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of NFT Limited’s shareholders and the fiduciary responsibilities of its directors, although clearly established under Cayman Islands law, are not specifically prescribed in statute or a particular document in the same way that they are in certain statutes or judicial precedents in some jurisdictions of the United States. In particular, the Cayman Islands has a different body of securities laws relative to the United States. Therefore, NFT Limited’s shareholders may have more difficulty protecting their interests in the face of actions by NFT Limited’s management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States. The Cayman Islands courts are also unlikely to impose liability against NFT Limited, in original actions brought in the Cayman Islands, based on certain civil liabilities provisions of U.S. securities laws.

As a result of different shareholder voting requirements in the Cayman Islands relative to Delaware, we will have less flexibility with respect to our ability to amend our constitutional documents and enter into certain business combinations than we now have.

Under Delaware law and our current bylaws and certificate of incorporation, our bylaws and certificate of incorporation may be amended by the vote of a majority of shares of stock entitled to vote on the matter to approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares. Cayman Islands law requires a special resolution of not less than two-thirds of the shareholder votes cast at a general meeting for any amendment to the memorandum and articles of association of NFT Limited. As a result of this Cayman Islands law requirement, situations may arise where the flexibility we now have under Nevada law would have provided benefits to our stockholders that will not be available in the Cayman Islands.

In addition, under Cayman Islands law, certain corporate transactions, such as a merger, require the approval of a special resolution of not less than two-thirds of the shareholder votes cast at a general meeting or, if the share capital of the Company is divided into different classes of shares, and the rights attaching to any class of shares of the merged entity differ from those attaching to the shares of the other voting methods, sinceconstituent company, the articles of association of NFT Limited also require a shareholder resolution by majority in number representing 66 2/3% of the holders of the Shares entitled to vote and present in person or by proxy at the meeting of the relevant class. By contrast, a merger under Nevada law would only require a simple majority of the outstanding stock of the company entitled to vote thereon. The increased shareholder approval requirements may limit our flexibility to enter into or complete certain business combinations that may be beneficial to shareholders.

The expected benefits of the merger and reorganization may not be realized.

We have presented in this Proxy Statement the anticipated benefits of the merger and reorganization. Please see the section entitled “The Merger Agreement — Background and Reasons for the Merger.” We cannot be assured that all of the goals of the merger and reorganization will be achievable, and some or all of the anticipated benefits of

the merger and reorganization may not occur, particularly as the achievement of the benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and do business and the reactions of investors and analysts. In addition, the anticipated reduction of SEC reporting requirements and related expenses may not be achieved in the event of changes to the SEC rules applicable to foreign private issuers or if we fail to qualify as a foreign private issuer. While we expect the merger and reorganization will enable us to reduce our operational, administrative, legal and accounting costs over the long term, these benefits may not be achieved.

As a foreign private issuer, NFT Limited will not be required to provide its shareholders with the same information as the Company would if the Company remained a U.S. public issuer and, as a result, you may not receive as much information about NFT Limited as you did about the Company and you may not be afforded the same level of protection as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws.

Following the completion of the merger, NFT Limited is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. NFT Limited will remain subject to the mandates of the Sarbanes-Oxley Act, and, as long as the NFT Limited’s ordinary shares are listed on the NYSE American, the governance and disclosure rules of that stock exchange. However, as a foreign private issuer, NFT Limited will be exempt from certain rules under the Exchange Act that would otherwise apply if NFT Limited were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. For example:

•        NFT Limited may include in its SEC filings financial statements prepared in accordance with U.S. GAAP or with IFRS as issued by the IASB without reconciliation to U.S. GAAP;

•        NFT Limited will not be required to provide as many Exchange Act reports, or as frequently or as promptly, as U.S. companies with securities registered under the Exchange Act. For example, NFT Limited will not be required to file current reports on Form 8-K within four business days from the occurrence of specific material events. Instead, NFT Limited will need to promptly furnish reports on Form 6-K any information that NFT Limited (a) makes or is required to make public under the laws of the Cayman Islands, (b) files or is required to file under the rules of any stock exchange or (c) otherwise distributes or is required to distribute to its shareholders. Unlike Form 8-K, there is no precise deadline by which Form 6-K must be furnished. In addition, NFT Limited will not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a foreign private issuer, NFT Limited will be required to file an annual report on Form 20-F within four months after its fiscal year end;

•        NFT Limited will not be required to provide the same level of disclosure on certain issues, such as executive compensation;

•        NFT Limited will not be required to conduct advisory votes on executive compensation;

•        NFT Limited will be exempt from filing quarterly reports under the Exchange Act with the SEC;

•        NFT Limited will not be subject to the requirement to comply with Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

•        NFT Limited will not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•        NFT Limited will not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

NFT Limited expects to take advantage of these exemptions if the merger is effected. Accordingly, after the completion of the merger, if you hold NFT Limited securities, you may receive less information about NFT Limited and its business than you currently receive with respect to the Company and be afforded less protection under the U.S. federal securities laws than you are entitled to currently. However, consistent with our policy of seeking input from, and engaging in discussions with, our stockholders, on executive compensation matters, NFT Limited intends to provide disclosure relating to its executive compensation philosophy, policies and practices and conduct an advisory

vote on executive compensation once every three years after the merger is effected. However, NFT Limited expects to review this practice after the next such advisory vote and may at that time or in the future determine to conduct such advisory votes more frequently or to not conduct them at all.

If NFT Limited fails to qualify as a foreign private issuer upon completion of the merger, or loses its status as a foreign private issuer at some future time, NFT Limited would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers and would incur significant operational, administrative, legal and accounting costs that it would not incur as a foreign private issuer.

Following completion of the merger, NFT Limited is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. As a foreign private issuer, NFT Limited will be exempt from certain rules under the Exchange Act that would otherwise apply if NFT Limited were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. Please see the section entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — As a foreign private issuer, NFT Limited will not be required to provide its shareholders with the same information as the Company would if the Company remained a U.S. public issuer and, as a result, you may not receive as much information about NFT Limited as you did about the Company and you may not be afforded the same level of protection as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws.” While NFT Limited is expected to qualify as a foreign private issuer following the completion of the merger, if NFT Limited fails to qualify as a foreign private issuer upon completion of the merger, or loses its status as a foreign private issuer at some future time, NFT Limited will be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers and would incur significant operational, administrative, legal and accounting costs that it would not incur as a foreign private issuer.

If we prepare our financial statements in accordance with IFRS following the merger, there may be a significant effect on our reported financial results.

The SEC permits foreign private issuers to file financial statements in accordance with IFRS as issued by IASB. At any time in the future, as a foreign private issuer, we may decide to prepare our financial statements in accordance with IFRS as issued by the IASB. The application by us of different accounting standards, a change in the rules of IFRS as issued by the IASB, or in the SEC’s acceptance of such rules, could have a significant effect on our reported financial results. Additionally, U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. IFRS are subject to interpretation by the IASB. A change in these principles or interpretations could have a significant effect on our reported financial results.

Changes in domestic and foreign laws, including tax law changes, could adversely affect NFT Limited, its subsidiaries and its shareholders, and our effective tax rate may increase whether we effect the merger or not.

Changes in tax laws, regulations or treaties or the interpretation or enforcement thereof, in both or either of the U.S. or Cayman Islands, could adversely affect the tax consequences of the merger to NFT Limited and its shareholders and/or our effective tax rates (whether associated with the merger or otherwise). While the merger is not anticipated to have any material impact on our effective tax rate, there is uncertainty regarding the tax policies of the jurisdictions where we operate, and our effective tax rate may increase and any such increase may be material.

The enforcement of civil liabilities against NFT Limited may be more difficult.

After the merger, all of our executive officers and a majority of our directors will reside outside of the United States. As a result, it may be more difficult to serve legal process within the United States upon any of these persons and it may also be difficult to enforce, both in and outside of the United States, judgments you may obtain in the U.S. courts against these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Because NFT Limited is a Cayman Islands corporation, investors could also experience more difficulty enforcing judgments obtained against NFT Limited in U.S. courts than would currently

be the case for U.S. judgments obtained against the Company. In addition, it may be more difficult (or impossible) to bring some types of claims against NFT Limited in Cayman Islands courts than it would be to bring similar claims against a U.S. company in a U.S. court.

The market for NFT Limitedshares may differ from the market for the Company shares.

Although it is anticipated that the NFT Limited ordinary shares will be authorized for listing on NYSE American under the symbol “[    ],” as a company incorporated under the laws of the Cayman Islands, shares of NFT Limited may appeal to different institutional investors, or impact the level of investment by current investors who may prefer or be required by internal guidelines to invest in companies that are incorporated in the United States. Accordingly, the reorganization may impact our institutional investor base, or the level of their respective investments in our securities, and may result in a change in the market prices, trading volume and volatility of the NFT Limited shares from those of the Company shares.

We expect to incur transaction costs and adverse financial consequences in the year of completion of the merger.

We expect a total of approximately $[    ] in transaction costs in connection with the merger, which have been and will continue to be expensed as incurred. The substantial majority of these costs will be incurred regardless of whether the merger is completed and prior to your vote on the proposal. We expect to incur costs and expenses, including professional fees, to comply with the Cayman Islands corporate and other laws. In addition, we expect to incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses, proxy solicitation fees and financial printing expenses in connection with the merger, even if the merger is not practicalapproved or completed. Please see the section entitled “Summary Pro Forma Financial Information” for mostmore information regarding these transaction costs.

The merger also may negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing other administrative costs and expenses.

Our Board of Directors may choose to defer or abandon the merger.

Completion of the merger may be deferred or abandoned, at any time, by action of our Board of Directors, whether before or after the Annual Meeting. While we currently expect the merger to take place promptly after the proposal to adopt the merger agreement is approved at the Annual Meeting, our Board of Directors may defer completion either before or for a significant time after the Annual Meeting or may abandon the merger because of, among other reasons, changes in existing or proposed laws, our determination that the merger would involve tax or other risks that outweigh their benefits, our determination that the level of expected benefits associated with the merger would otherwise be reduced, a dispute with the taxation authorities over the merger (or certain aspects thereof), an unexpected increase in the cost to complete the merger or any other determination by our Board of Directors that the merger would not be in the best interests of the Company or its stockholders or that the merger would have material adverse consequences to the Company or its stockholders.

THE ANNUAL MEETING

General

We are furnishing this proxy statement to you, as a shareholder of Takung Art Co., Ltd, as part of the solicitation of proxies by our Board for use at the Meeting to be held on [    ], 2022, and any adjournment or postponement thereof. This proxy statement is first being furnished to shareholders on or about [    ], 2022. This proxy statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.

Date, Time and Place of the Meeting

The Meeting will be held on [    ], 2022, at 9:30 a.m. EST, or such other date, time and place to which the Meeting may be adjourned or postponed. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Annual Meeting.

Purpose of the Meeting

If youAt the Meeting, the Company will ask shareholders to consider and vote upon the following proposals:

1.      To elect Kuangtao Wang, Ronggang (Jonathan) Zhang, Doug Buerger, and Guisuo Lu (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified.

2.      To ratify the appointment of Assentsure PAC (“Assentsure”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.      To approve the proposed sale of our subsidiaries, Hong Kong MQ Group Limited (“Hong Kong MQ”), Hong Kong Takung Art Company Limited (“Hong Kong Takung”) and its subsidiary, Takung Cultural Development (Tianjin) Co., Ltd. (“Tianjin Takung”) for a purchase price of US$1,500,000 (the “Disposition”);

4.      To adopt the Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company and NFT Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company (the “Redomicile”) pursuant to which NFT Limited will be the surviving company;

5.      To adopt the Memorandum and Articles of Association of NFT Limited (the “M&A”) pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares, par value US$0.0001 each (the “Class B Ordinary Shares”);

6.      To approve an alteration to the share capital of the Company by the conversion of each of the Company’s issued and paid up share of Common Stock with a par value of $0.001 (the “Common Stock”) into one Class A Ordinary Share to be issued as fully paid in the name of each shareholder, for each share of Common Stock which was registered in the name of each shareholder prior to the application of this resolution (collectively, the “Reclassification”); and

7.      To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Record Date and Voting Power

Our Board fixed the close of business on [    ], 2022, as the record date for the determination of the outstanding shares of common stock entitled to notice of, and to vote on, the matters presented at the Meeting. As of the Record Date, there were [    ] shares of common stock outstanding. Each share of common stock entitles the holder thereof to one vote. Accordingly, a total of [    ] votes may be cast at the Meeting.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The nominees listed below have been nominated by the Nominating and Corporate Governance Committee and approved by our accompanying NoticeBoard to stand for election as directors of Annual Meetingthe Company. Unless such authority is withheld, proxies will be voted for the election of Stockholders. If, however, any other matters properly come before the Annual Meeting, the persons named below, each of whom has been designated as a nominee. If, for any reason, any nominee/director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board may propose.

Board Qualifications and Director Nominees

We believe that the collective skills, experiences and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our shareholders. While the Nominating and Corporate Governance Committee of our Board does not have any specific, minimum qualifications that must be met by each of our directors, the Nominating and Corporate Governance Committee uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the Board. In addition to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing shareholder value and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.

The Director Nominees recommended by the Board are as follows:

____________

(1)      Member of the audit committee

(2)      Member of the compensation committee

(3)      Member of the nominating and corporate governance committee

Information Regarding the Company’s Director Nominees

Mr. Kuangtao Wang was appointed as our Co-Chief Executive Officer on January 4, 2022. Mr. Wang is a veteran businessman in the accompanying proxy will voteart exchange industry. He has been in accordance with their best judgment.

Proposalsthe art exchange business as general manager of Stockholders for Annual Meeting of StockholdersYongbao Culture and Media Co. Ltd in China since 2007 and he founded an offline art exchange platform. Mr. Wang has extensive experience in business management and an in-depth understanding and vision for the year ended December 31, 2019non-fungible token industry. Mr. Wang graduated from Beijing International Business Administration Institute in 2012 with a bachelor’s degree.

Mr. Doug Buerger, is a scientific consultant with experience leading teams in all phases of pharmaceutical and medical device lifecycle development including research, development, manufacturing, business development, quality, clinical, and regulatory. Currently, Mr. Buerger works as a pharmaceutical consultant at Shinkei Therapeutics, coordinating contract development and manufacturing and clinical research services pursuing agency approval and commercialization of CNS therapeutics. He served as a manager for product development at Hercon Pharmaceuticals, LLC, where he was in charge of coordination of development pipeline, foster innovation mentality and problem-solving skills development in scientific staff personnel, developed and maintained annual departmental budgets. Mr. Buerger received his bachelor’s Bachelor of Science (cum laude) from University of Utah in 1981 and completed his Doctor of Philosophy in materials science & engineering at University of Utah in 1987.

Stockholder proposalsMr. Ronggang (Jonathan) Zhang, has extensive experience in investment and finance in the industries of international engineering, renewable energy, eco-agriculture, infrastructure. He is also an outstanding consultant in the fields of international laws, blockchain, metaverse, digital economy and crypto currency. Mr. Zhang currently is also acting as a director of SOS Ltd. (NYSE: SOS), a listed company on The New York Stock Exchange, which engages in the business of providing a wide range of data mining and analysis services to corporate and individuals. He is the Chief Executive Officer of 5CGroup International Asset Management Co., Ltd. and Strategic Development

Consultant of SG & CO PRC Lawyers, positions he has held since 2015. Mr. Zhang has served since 2015 as master’s supervisor of Zhejiang Sci-Tech University and visiting professor of Zhejiang NDRC Training Center. Mr. Zhang previously served as the Department Chief of Commercial Bureau of HEDA between 2003 and 2015 and as Chief of Investment Bureau of Ningbo Free Trade Zone between 2000 and 2003. Mr. Zhang received his bachelor’s degree at Hubei University in 1987, and Visiting Scholar to University of Newcastle upon Tyne, UK in 1996.

Mr. Guisuo Lu has served as the financial consultant of Shandong Yuntong Commercial Co., Ltd. since March 2020. From October 2013 to March 2020, Mr. Lu served as vice president of Yinsheng Financial Group and Yinsheng Payment Service Co., Ltd. From January 2005 to September 2013, Mr. Lu served in various positions including assistant general manager, deputy general manager and general manager at Terminal Service Center of Unionpay Commercial Co., Ltd., Hebei Branch. Mr. Lu graduated from Hebei Bank School in 1982 and graduated from Hebei Radio and TV University Hengshui Branch in 1988.

Vote Required

Proposal No. 1 will be approved if a majority of the total votes properly cast electronically or by proxy at the Meeting by the holders of shares of common stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

Recommendation of the Board

The Board unanimously recommends that you vote all of your shares “FOR” the election to the Board of all of the nominees described in this Proposal No. 1.

Corporate Governance

Director Independence

Each director nominee is currently serving as a member of our board.

Our board has undertaken a review of the independence of each director nominee. Based on information provided by each director concerning their background, employment and affiliations, our board determined that Kuangtao Wang, Doug Buerger, Ronggang (Jonathan) Zhang, and Guisuo Lu are “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the rules of the NYSE American Company Guide. In making these determinations, our board considered for inclusionthe current and prior relationships that each non- employee director has with our company and all other facts and circumstances our board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Committees of the Board

We have established an audit committee, a compensation committee and a nominating and governance committee. Each of the committees of the Board has the composition and responsibilities described below.

Audit Committee

The audit committee reviews the engagement of the independent registered public accounting firm and reviews the independence of the independent registered public accounting firm. The audit committee also reviews the audit and non-audit fees of the independent registered public accounting firm and the adequacy of our internal control procedures. The audit committee is currently composed of three independent directors, Mr. Guisuo Lu (chair), Mr. Doug Buerger, and Mr. Ronggang (Jonathan) Zhang. The board has determined that the members of the audit committee are, or were, independent, as defined in the Proxy Statementlisting standards of the NYSE American and satisfied the requirements of the NYSE American as to financial literacy and expertise. The board has determined that, Mr. Guisuo Lu, is the audit committee financial expert as defined by Item 407 of Regulation S-K.

Compensation Committee

The compensation committee oversees and makes recommendations to the Board regarding the salaries and other compensation of our executive officers and general employees, provides assistance and recommendations with respect to our compensation policies and practices, and administers our 2015 Stock Incentive Plan, as amended and restated (the “2011 Plan”), and the options still outstanding which were granted under previous stock option plans. The compensation committee is composed of Mr. Doug Buerger (chair), Mr. Ronggang (Jonathan) Zhang, and Mr. Guisuo Lu. The board has determined that the members of the compensation committee are independent, as defined in the listing standards of the NYSE American.

Nominating and Governance Committee

The nominating and corporate governance committee assists the board in identifying and proposing new potential director nominees to the Board for consideration. It also reviews, assesses, and makes recommendations to the board concerning policies and guidelines for corporate governance. The nominating and corporate governance committee is composed of Mr. Ronggang (Jonathan) Zhang (chair), Mr. Doug Buerger, and Mr. Guisuo Lu, each of whom meets the independence requirements established by the NYSE American.

Family Relationships

There are no family relationships among any of our directors or executive officers

Legal Proceedings Involving Officers and Directors

To the knowledge of the Company after reasonable inquiry, no Director Nominee during the past ten years, or any promoter who was a promoter at any time during the past five fiscal years, has (1) been subject to a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the Annual Meetingbusiness or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the year ended December 31, 2019 (the “2019 Annual Meeting”)right of such person to engage in accordanceany activity described in paragraph (3)(i) of this section, or to be associated with Rule 14a-8 underpersons engaged in any such activity; (5) been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; (6) been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) been the subject of, or a party

to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”(“Exchange Act”) (15 U.S.C. 78c(a)(26)), if theyany registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are received byno material pending legal proceedings to which any of the individuals listed above is party adverse to the Company on or before October 2, 2020.

Stockholders who intend to presentany of its subsidiaries or has a proposal at the 2019 Annual Meeting without inclusion of such proposal in our proxy materials for the 2019 Annual Meeting are required to provide notice of such proposal not less than ninety (90) days nor more than one hundred twenty (120) days priormaterial interest adverse to the one-year anniversaryCompany or any of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the one hundred and twentieth (120th) day prior to such annual meeting, and not later than the ninetieth (90th) day prior to such meeting or tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. Therefore, stockholder proposals must be received by us no earlier than September 2, 2020, but no later than October 2, 2020, and must otherwise complyits subsidiaries.

Shareholder Communications with the notice requirements set forth under all applicable Exchange Act and SEC rules. The chairman ofBoard

We have not implemented a formal policy or procedure by which our 2019 Annual Meeting may refuse to allow the transaction of any business or acknowledge the nomination of any person not made in complianceshareholders can communicate directly with the requisite procedures.

Stockholder notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on our books, of the stockholder proposing such business, (iii) the class and number of shares of the Company, which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Exchange Act, in his capacity as a proponent to a stockholder proposal.

A stockholder’s notice relating to nomination for directors shall set forth as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Company, which are beneficially owned by such person, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nominations are toBoard. Nevertheless, every effort will be made byto ensure that the stockholder and (v) any other information relating to such person that is required to be disclosed in solicitationsviews of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in our Proxy Statement, if any, as a nominee and to serving as a director if elected).

Proposals and notices of intention to present proposals at the Annual Meeting of Stockholders for the year ended December 31, 2019 should be addressed to Jehn Ming Lim, our Chief Financial Officer, located Flat/Room 1105 Wing On House, 62 Mody Road, Kowloon, Hong Kong.

Voting Results of Annual Meeting

Voting results will be published in a Current Report on Form 8-K issued by us within four (4) business days following the Annual Meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director electedshareholders are heard by the Board, and that appropriate responses are provided to fillshareholders in a vacancy (includingtimely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a vacancy created by an increase in the Board) will serve for the remainder of the one year term in which the vacancy occurred and until the director’s successor is elected and qualified. This includes vacancies created by an increase in the number of directors.process.

Our Board currently consists of four (4) members. Messrs. William Kwok Keung Tsui, Joseph Levinson, and John Levy resigned from their director positions effective July 8, 2019. Mr. Jiangping Xiao (Gary) and Ms. Li Lv were appointed to fill in the vacancies left by the departure of Messrs. William Kwok Keung Tsui, Joseph Levinson, and John Levy, effective the same date. All of our four directors, including the two newly elected directors, will stand for re-election at the Annual Meeting.

If elected as a director at the Annual Meeting, each of the nominees will serve a one-year term expiring at the Annual Meeting of Stockholders for the year ended December 31, 2019 and until his/her successor has been duly elected and qualified. Biographical information regarding each of the nominees is set forth below. No family relationships exist among any of our director nominees or executive officers.

Each of the nominees has consented to serve as a director if elected. If any nominee should be unavailable to serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution provide for a lesser number of directors.

Executive Officers and Directors

Director Compensation

The following table sets forth the compensation received by our directors in fiscal years of 2021 and 2020 in their capacity as directors.

____________

(1)      Ms. Xiaoyu Zhang was appointed director and Chairperson of the board of directors since November 19, 2018. She received 8,000 share ($163,920) awards for the years ended December 31, 2021 and no share awards on December 31, 2020.

(2)      Mr. Ronggang (Jonathan) Zhang was appointed director of the board of directors on December 3, 2021. Mr. Zhang will receive an annual director fee $46,000. He received no share awards for the years ended December 31, 2021.

(3)      Mr. Tak Ching (Anthony) Poon was appointed director of the board of directors on November 24, 2021. Mr. Poon will receive an annual compensation of $40,000. He received no share awards for the years ended December 31, 2021. On August 24, 2022, Mr. Tak Ching (Anthony) Poon resigned as a director of the Board

(4)      Mr. Jianping (Gary) Xiao joined the board of directors on July 8, 2019 and he received 8,000 shares ($163,920) awards for the years ended December 31, 2021 and no share awards on December 31, 2020. On November 12, 2021, Mr. Jiangping (Gary) Xiao resigned as a director of the Board.

(5)      Ms. Li Lv joined the board of directors on July 8, 2019 and he received 5,000 shares ($102,450) awards for the years ended December 31, 2021 and no share awards on December 31, 2020. On December 3, 2021, Ms. Li Lv resigned as a director of the Board.

Executive Officers

Our current executive officers are as follows:

Mr. Kwok Leung Paul Li was appointed as our Chief Executive Officer on July 20, 2021. He has years of experience in the crypto project investment analysis and blockchain advisory area. In January 2021, Mr. Li co-founded Alpha Block Capital, focusing on crypto investment in early stage and incubating potential blockchain projects. In July 2015, he co-founded Minex, a company providing crypto mining machine rental services, and he had been working there since then until February 2021. From August 2018 to September 2019, Mr. Li served as a blockchain advisor at Silkchain, where he provided consulting services on blockchain development. Mr. Li received his Bachelor of Social Science from Hong Kong Shue Yan University in 2008, his Master of Social Science from Hong Kong Polytechnic University in 2014 and his Master of Arts in Christian Studies from Chinese University of Hong Kong in 2017..

Mr. Kuangtao Wang was appointed as our Co-Chief Executive Officer on January 4, 2022. Mr. Wang is a veteran businessman in the art exchange industry. He has been in the art exchange business as general manager of Yongbao Culture and Media Co. Ltd in China since 2007 and he founded an offline art exchange platform. Mr. Wang has extensive experience in business management and an in-depth understanding and vision for the non-fungible token industry. Mr. Wang graduated from Beijing International Business Administration Institute in 2012 with a bachelor’s degree.

Mr. Jianguang Qian was appointed as our Chief Financial Officer on January 5, 2022. He has over 15 years of financial management experience in manufacturing, engineering, internet and internet plus enterprises. He is proficient in finance, taxation, financing and financial information management. He has large-scale financial department management experience and cross-functional team management experience. From June 2018 to June 2020, he was a financial director of the Shared Accounting Center of Lv Ma Ma, a listed company on the National Equities Exchange and Quotations in China. He was responsible for Lv Ma Ma ’s accounting and taxation, and had a team of 70 subordinates; he was also in charge of supervising the proposed listing of Lv Ma Ma in Hong Kong, as well as investor relations. He was also responsible for the establishment of and IT transformation of the business finance system of Lv Ma Ma. From April 2013 to July 2014, he worked as the head of finance at Minmetalscondo Co, Ltd, an affiliated company of Minmetals Land (HKG: 0230). In addition, Jianguang Qian served as the Chief Financial Officer during the working period of Merit-link. He was in charge of the business process reengineering of Merit-link, the innovation and financial empowerment of the industrial internet business, and took the lead in the financing and listing of Merit-link during his tenure as the Chief Financial Officer of Youland Group from November 2014 to June 2018. Jianguang Qian’s responsibilities included has financial management, financial and operational analysis and internal audit responsibilities of the Youland Group

Summary Compensation Table

Takung Art Co., Ltd is a “smaller reporting company” under the rules promulgated by the SEC and the Company complies with the disclosure requirements applicable to smaller reporting companies. This executive compensation summary is not intended to meet the “Compensation Discussion and Analysis” disclosure required of larger reporting companies.

____________

(1)      Mr. Wang was appointed as our Co-Chief Executive Officer on January 4, 2022.

(2)      Mr. Li was appointed as our Chief Executive Officer on July 20, 2021. He received restricted share-based 150,000 share ($765,000) awards on November 30, 2021.

(3)      Mr. Qian was appointed as our Chief Financial Officer on January 5, 2022. Mr. Qian will receive an annual base salary of $60,000 and discretionary share compensation of up to $35,000 per year for his services as Chief Financial Officer

(4)      Ms. Yang was appointed as our Chief Executive Officer September 22, 2020 and resigned on July 20, 2021.

(5)      Ms. Wang was appointed as our Chief Financial Officer on May 26, 2020.and resigned on September 30, 2021.

(6)      Ms. Mu was appointed as the Company’s Chief Executive Officer on August 6, 2019 and resigned on September 5, 2020.

(7)      On February 18, 2019, our Nominating and Compensation Committees nominated and appointed Mr. Jehn Ming Lim as our and our Hong Kong subsidiary, Hong Kong Takung’s new Chief Financial Officer. On May 9, 2020, Mr. Lim resigned.

Outstanding Equity Awards at Fiscal Year-End

None.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

Under the Employment Agreements, each Officer is employed for a specific period (“Initial Period”), which period shall be automatically extended for an additional nine (9) months (the “Extended Period”), unless the Company provides notice to the Officer of its election not to extend the period prior to the expiration of the Initial Period, or unless the Initial Period or Extended Period, as applicable, is terminated sooner in accordance with the employment agreement or extended upon mutual agreement of the Parties. We may terminate the employment with any Officer for cause, at any time, without advance notice or remuneration, for certain acts of the Officer, including, but not limited to, conviction or plea of guilty to a crime, gross negligence, dishonest act that has caused detriment to the Company, or a failure to perform agreed duties. The Company may terminate the employment with the Officer without cause: (i) at any time during the Initial Period, in which case the Officer will not be eligible to receive any severance, or (ii) upon one-month prior written notice to the Officer during the Extended Period, in which case the Officer will be eligible

to receive an amount equal to one month of the then-current base salary of the Officer payable in the form of salary continuation. The Officer may terminate the Employment at any time with a three-month prior written notice to the Company if there is a good reason, including, but not limited to, the assignment to Officer of any duties inconsistent with Officer’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Officer’s responsibilities from those in effect upon the date therein, or a reduction by the Company by more than twenty percent (20%) in Officer’s base salary. The Officer shall provide written notice to the Company of the good reason within ten (10) days of the event constituting good reason and provides the Company with a period of ten (10) days to cure the good reason.

Each of the Officers agreed, at all times during the term of the employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any confidential information defined therein.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires our directors, officers and persons who own more than 10% of our shares of common stock to file with the SEC initial reports of ownership and reports of changes in ownership of shares of common stock and other of our equity securities. To our knowledge, based solely on review of the copies of such reports furnished to us, during fiscal year ended December 31, 2021, all Section 16(a) filings applicable to officers, directors and greater than 10% shareholders were made on time,.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our executive officers and directorsshares of common stock as of November 21, 2018:the Record Date by our officers, directors and 5% or greater beneficial owners of shares of common stock. There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our shares of common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

____________

​(1)      To obtain shareholder lists at a date closer to filing

*        Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

†        The business address of such individual No. 503, Unit 1, Block 22, Dan Yang Li, Zong Shu Ying District, Xi Shan Qu, Kun Ming City, Yunnan Province, People’s Republic of China.

Certain Relationships and Related Transactions

Names and Relationship of Related Parties:

Summary of Balances with Related Parties

Biographical InformationAmount due to and due from Wang and Chan

On May 29, 2020, Hong Kong Takung entered into an interest-free loan agreement (the “HK Dollar Working Capital Loan”) with Jing Wang for the loan of $6,410,585 (HK$50,000,000) to Hong Kong Takung. The purpose of the Director Nominees

XIAOYU ZHANG has been an auditorloan is to provide Hong Kong Takung with PricewaterhouseCoopers atsufficient Hong Kong Dollar-denominated currency to meet its New Zealand Auckland office since November 2018. Prior to that, she was a senior supervisor of Internal Audit Departmentworking capital requirements with the headquartersmaturity date of the loan as May 15, 2021. Hong Kong Takung extended the loan with Wang with the maturity date on May 15, 2022. On May 29, 2021, the loan agreement was transferred to Chan with the identical maturity date.

In a meantime, Tianjin KinCheng Bank in China. Ms. Zhang had beenTakung entered into an associate and senior associateinterest-free loan agreement (the “RMB Working Capital Loan”) with PricewaterhouseCoopers China from 2009Wang for the loan of $6,374,007 (RMB40,619,000) with the maturity date of the loan as May 15, 2021. Tianjin Takung extended the loan arrangement with Wang with the maturity date on May 15, 2022. On May 29, 2021, the loan agreement was transferred to 2015. Ms. Zhang obtained her Bachelor of Financial Management from Tianjin University, located in China and Master of Business Administration from Nankai University, located in China, and Postgraduate Diploma in Accounting from Massey University, located in New Zealand. Ms. Zhang’s experience in financial and accounting qualifies her to be a directorChan with the identical maturity date.

Through an understanding between Chan and the Board also elects her toCompany, the HK Dollar Working Capital Loan is “secured” by the RMB Working Capital Loan. It is the understanding between the parties that the HK Dollar Working Capital Loan and the RMB Working Capital Loan will be the new Chairwomanrepaid simultaneously.

The amount due from Chan was recognized by Tianjin Takung and was deconsolidated as of the BoardDecember 31, 2021.

Amount due to her business administration ability and the leadership skills.due from Mao

MING CHENG works with Northern Lights Tech Development Co., Ltd, located in Tianjin, China, in charge of the E commercial perform and Customer Relationship Management (“CRM”) development projects since 2015. Prior to the aforementioned, he served with Good Technology located in Tianjin, China, as the technology team leader in charge of their development of Business Mail System Application and CRM developmentThe amount due from 2013 to 2014. Prior to this, he worked for Intel Corporation with the mobile CPU development project and before that he worked at Nokia for handset development project from 2008 to 2011. Mr. Cheng earned his Master of Multimedia from Communication University of China and a Bachelor of Automation from Beijing University of Post and Communication. Mr. Cheng’s experiences with a spectrum of project developments at the top-tier corporations qualify him to be a member of the Board and led the Board to conclude that he should be nominated to serve as a director of the Company.

JIANGPING XIAO (GARY)has been the Vice President of Finance and Accounting at Hilco IP Merchant Bank since 2019. Prior to that, he was the Chief Financial Officer of Professional Diversity Network, Inc., from March 2017 to March 2019. From 2013 to 2016, Mr. Xiao was the Chief Financial Officer and Controller of Petstages. Earlier in his career, Mr. Xiao served as the Controller of the Operations Management Group of The Jordan Company, a private equity firm, from August of 2008 to May of 2013, and as a Senior Finance Associate, Financial Planning and Analysis of United Airlines from June 2006 to August of 2008. Mr. Xiao obtained a Master of Business Administration from the Ross School of Business Management at the University of Michigan in 2006 and a B.A. in Accounting from Tsinghua University in Beijing, China in 2000.

LI LVMao is a corporate management expert with 12 years of financial, accounting and business experience. From August 2010 to December 2018, she served as a General Manager of Hua Xia Investment, a PRC Investment consultancy firm. From April 2006 to May 2010, she served as an Assistant Branch Manager in Rural Commercial Bank. Ms. Lv graduated from the Hebei University of Technology as a Bachelor of Engineering Cost in 2005.

Biographical Information of Our Executive Officers

FANG MU has extensive experience in corporate finance, accounting, and human resource management. She is familiar with artwork storage, appraisal, and other facetsprimarily related to the trading of art works. Her experience also includes budgeting, forecasting, financial planning and analysis, human source management and commercial insurance. She has served aslease deposit from Mao. On May 13, 2019, the Vice President of Takung Cultural Development (Tianjin) Co. Ltd, one of the Company’s subsidiaries since 2016. She has relinquished this position with effect from August 6, 2019. From 2009 to 2016, Ms. Mu worked as Financial Controller of Tianjin Cultural and Artwork Exchange Company. From 2008 to 2009, Ms. Mu served as an assistant auditor of Tianjin Zhong He Xin Cheng CPA Firm. Ms. Mu was recently qualified asCompany entered into a Professional Art Appraiser by the Beijing Open University in 2019. She graduated from Tianjin University of Finance and Economics in 2008non-cancellable lease agreement with a double degreerelated party, Mao for its office location in AuditTianjin, PRC. The leased office location is approximately 2,090.61 square meters. The lease was set to expire on May 12, 2021. The Company is charged rent at a rate of $0.55 per square meter per day. The agreement requires a lump sum payment of $224,753 (RMB1,449,838) every six months and Finance.

JEHN MING LIMhas extensive experience in providing financial accounting and advisory services to public and private companies, and has been engaging in this profession for more than 14 years. Prior to joininga deposit of $111,099 (RMB724,919). On May 12, 2020, the Company Mr. Lim has been a managing directorterminated the lease and recognized bad debt expense of a financial consulting firm since January 2013$113,755 related to the deposit paid to Mao due to the remote likelihood of collecting the rent deposit. No related lease liability was recognized as of December 31, 2020 and was mainly responsible for overseeing SEC reporting, GAAP technical consultation, financial statement audit preparation, due diligence and internal controls compliance services. Mr. Lim also has extensive experience in auditing private and public companies in his stints as audit manager and senior auditorDecember 31, 2021.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACHPROPOSAL NO. 2 — RATIFICTION OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

PROPOSAL NO. 2

RATIFICATIONAPPOINTMENT OF
INDEPENDENT AUDITOR

REGISTRED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Marcum Bernstein & Pinchuk LLPAssentsure PAC (“Marcum”Assentsure”) as the Company’s independent auditor for the fiscal year ended December 31, 2019,2022, and has further directed that management submit the selection of MarcumAssentsure for ratification by the shareholders at the Annual Meeting. The shareholders are being asked to ratify this appointment so that the Audit Committee will know the opinion of the shareholders. However, the Audit Committee has sole authority to appoint the independent registered public accounting firm.

We have been advised by Assentsure that neither of the firm nor any of its respective associates had any relationship during the last fiscal year with our company other than the usual relationship that exists between independent registered public accountant firms and their clients. Representatives of MarcumAssentsure are not expected to attend the Meeting and therefore are not expected to be presentavailable to respond to any questions. As a result, representatives of Assentsure will not make a statement at the Annual Meeting, either in person or by teleconference.

Meeting.

We are asking our stockholders to ratify the selection of MarcumAssentsure as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of MarcumAssentsure to our stockholders for ratification as a matter of good corporate practice. However, the Audit Committee has sole authority to appoint the independent registered public accounting firm.

Independent Registered Public Accounting Firm’s Fees

On March 1, 2021, WWC P.C. was appointed as our independent registered public accounting firm. On May 4, 2022, Assentsure was appointed as the new independent registered public accounting firm. Simultaneously with the appointment of Assentsure, on May 4, 2022, WWC P.C. was terminated as the independent registered public accounting firm for the Company.

Audit Fees

We incurred approximately $175,000$150,000 for professional services rendered by our current registered independent public accounting firm, Marcum Bernstein & Pinchuk LLPWWC. P.C. for the audit and review of the Company in the fiscal year 2017.

2020.

We incurred approximately $339,000$230,000 for professional services rendered by our currentformer registered independent public accounting firm, Marcum Bernstein & Pinchuk LLPWWC P.C. for the audit and review of the Company in the fiscal year 2018.2021.

Audit-Related Fees

We did not incur any audit-relatedaudit-related fees in the fiscal years ended December 31, 20182021 and 2017.2020.

Tax Fees

We did not incur any tax fees in the fiscal years ended December 31, 20182021 and 2017.2020.

All Other Fees

We did not incur any fees from our registered independent public accounting firm for services other than the services covered in “Audit Fees” in the fiscal years ended December 31, 20182021 and 2017.2020.

Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q10-Q and for any other services that were normally provided by our independent auditor, respectively, in connection with our statutory and regulatory filings or engagements.

Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees were fees for preparation of our tax returns and consultancy and advice on other tax planning matters.

All Other Fees consist of the aggregate fees billed for products and services provided by our independent auditors and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees.

Our Audit Committee has considered whether the provision of the non-auditnon-audit services described above is compatible with maintaining auditor independence and determined that such services are appropriate. Before auditors are engaged to provide us audit or non-auditnon-audit services, such engagement is (without exception, required to be) approved by the Audit Committee of the Board.

Pre-Approval Policies and Procedures

Under the Sarbanes-OxleySarbanes-Oxley Act of 2002, all audit and non-auditnon-audit services performed by our auditors must be approved in advance by our Audit Committee to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, the Audit Committee pre-approvedpre-approved the audit service performed by MarcumAssentsure for our consolidated financial statements as of and for the year ended December 31, 2019.

2022.

The Company’s principal accountant, Marcum Bernstein & Pinchuk LLP,Assentsure, did not engage any other persons or firms other than the principal accountant’s full-time,full-time, permanent employees.

Vote Required

Vote Required; Board of Directors Recommendation

Approval of andProposal No. 2 (the ratification of the selectionappointment of Marcum Bernstein & Pinchuk LLPAssentsure to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022) will require the affirmative vote of the holders ofbe approved if a majority of the shares of our common stock present in persontotal votes properly cast electronically or by proxy and entitled to vote at the annual meeting, assumingMeeting by the presenceholders of a quorum atOrdinary Shares vote “FOR” the annual meeting.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF AND RATIFICATION OF THE APPOINTMENT OF MARCUM BERNSTEIN & PINCHUK LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Say-On-Pay)

The Dodd-Frank Wall Street Reformproposal. Abstentions and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders a non-binding, advisory vote to approve the compensation of our named executive officers. This vote is sometimes referred to as a “say-on-pay vote.” Although this advisory vote is nonbinding, the Compensation Committee of our Boardbroker non-votes will review and consider the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs.

As described in more detail below and in our Annual Report on Form 10-K, our executive compensation program is comprised principally of salary, equity and performance-based cash compensation, designed to: (i) attract, motivate and retain key executives who are critical to our success, (ii) align the interests of our executives with stockholder value and our financial performance and (iii) achieve a balanced package that would attract and retain highly qualified senior officers and appropriately reflect each such officer’s individual performance and contributions. In addition, the Company regularly reviews its compensation program and the overall compensation package paid to each of its senior executives to assess risk and to confirm that the structure is still aligned with the Company’s long-term strategic goals.

Before you votehave no effect on the resolution below, please readresult of the entire “Executive Compensation” section, including the tables, together with the related narrative disclosure and footnotes of this Proxy Statement, as well as the disclosures in our Annual Report on Form 10-K. Note, as a “smaller reporting company,” we are obligated to provide compensation disclosures pursuant to Item 402 (m) through (q) of Regulation S-K promulgated under the Security Exchange Act of 1934 (“Regulation S-K”). Even though, as a smaller reporting company, we are exempt from compensation discussion and analysis by the executive compensation requirements of Item 402(b) of Regulation S-K, we continue to elect to provide information regarding our objectives and practices regarding executive compensation in order to give our stockholders transparency into our compensation philosophy and practices.vote.

For the reasons provided, the Board is asking stockholders to cast a non-binding, advisory vote FOR the following resolution:

“RESOLVED, that stockholders approve the compensation paid to our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 (m) through (q) of Regulation S-K (which includes the compensation tables and related narrative discussion).”

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

CORPORATE GOVERNANCE

Leadership Structure and Role in Risk Oversight

The Board believes that Ms. Xiaoyu Zhang is best situated to serve as ChairpersonRecommendation of the Board because

The Board unanimously recommends that you vote all of her financial background, business administration ability and leadership skills. In addition, having a single leader eliminatesyour shares “FOR” the potential for confusion and provides clear leadership for the Company. We believe that this leadership structure has served the Company well.

Our Board is responsible for oversightratification of the Company’s risk management practices while management is responsible for the day-to-day risk management processes. In the Board’s opinion, this divisionappointment of responsibilities is the most effective approach for addressing the risks facing the Company. The Board receives periodic reports from management regarding the most significant risks facing the Company. In addition, the Audit Committee assists the Board in its oversight of our risk assessment and risk management policies. Our Audit Committee is empowered to appoint and overseeAssentsure as our independent registered public accounting firm monitorfor the integrityfiscal year ending December 31, 2022, as described in this Proposal No. 2.

PROPOSAL NO. 3 — APPROVAL OF THE DISPOSITION

Description of the Proposed Disposition

Fecundity Capital Investment Co., Ltd, or the Purchaser, is a company incorporated in British Virgin Islands. Purchaser will acquire 100% of the equity interests in Hong Kong Takung and systems of internal controls and provide an avenue of communication among our independent auditors, management, our internal auditing department and our Board.

The Board has not named a lead independent director.

Diversity

The Board does not have a formal policy with respect to Board nominee diversity. However, in recommending proposed nomineesHong Kong MQ for US$1,500,000, subject to the full Board,terms and conditions of the Governancesecurities purchase agreement dated November 2, 2022 (the “Disposition Agreement”).

Reasons and Nominating Committee considers diversityBackgrounds for the Proposed Disposition

We are a holding company incorporated in the contextstate of Delaware. Thought our subsidiaries, we currently operate an electronic online platform located at https://www.nftoeo.com/ for artists, art dealers and art investors to offer and trade in ownership over valuable artwork in the Board as a whole and considers personal characteristics (gender, ethnicity and age), skills and experiences, qualifications and the backgroundform of current and prospective directors as important factors in identifying and evaluating potential director nominees, so that the Board, as a whole, will possess what the Board believes are the appropriate skills, talent, expertise and backgrounds necessary to meet the long-term interests of our stockholders and the goals and objectives of the Company.

Director Independence

Our Board has determined that Ms. Xiaoyu Zhang, Mr. Jiangping Xiao (Gary) and Ms. Li Lv satisfy the criteria for independence under NYSE American and SEC rules for independence of directors and of committee members.

Board Meetings and Committee Meeting; Annual Meeting Attendance

During the year ended December 31, 2018, the Board held 10 meetings, not including actions taken by unanimous written consent.non-fungible token or NFT. In addition, the Audit Committee held 9 meetings; the Governance and Nominating Committee held 2 meetings; and the Compensation Committee held 2 meetings. During the year ended December 31, 2018, each of the directors attended, in person or by telephone, at least 75% of the meetings of the Board and the committees on which he or she served. We encourage our Board members to attend our Annual Meetings, but we do not have a formal policy requiring attendance.

Audit Committee

The Audit Committee currently consists of Ms. Xiaoyu Zhang, and Ms. Li Lv, with Jiangping Xiao (Gary) serving as Chairman. Each of Mr. Xiao, Ms. Zhang, and Mrs. Lv is independent under NYSE American listing standards. The Board has determined that Mr. Xiao and Ms. Zhang qualify as audit committee financial experts and have the accounting or financial management expertise as required under Section 803(B)(2)(a)(iii) of NYSE American rules. In reaching this determination, the Board made a qualitative assessment of Mr. Xiao’s and Ms. Zhang’s level of knowledge and experience based on a number of factors, including formal education and business experience.

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to: (i) the financial reports and other financial information provided by us to the public or any governmental body; (ii) our compliance with legal and regulatory requirements; (iii) our systems of internal controls regarding finance, accounting and legal compliance that have been established by management and the Board; and (iv) our auditing, accounting and financial reporting processes generally. In addition, the Audit Committee is responsible for the appointment, retention, compensation and oversight of the work of any registered public accounting firm employed by the Company (including resolution of disagreements between management and the accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or other services. Any such registered public accounting firm must report directly to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to evaluate and, where appropriate, replace the registered public accounting firm. The Audit Committee’s policy is to pre-approve all audit and non-audit services by category, including audit-related services, tax services, and other permitted non-audit services. In accordance with the policy, the Audit Committee regularly reviews and receives updates on specific services provided by our independent registered public accounting firm. All services rendered by Marcum Bernstein & Pinchuk LLP (“Marcum”), our current independent auditor, to the Company are permissible under applicable laws and regulations. During fiscal year 2018, all services requiring pre-approval and performed by Marcum were approved in advance by the Audit Committee in accordance with the pre-approval policy. The Audit Committee operates under a written charter, a copy of which is available on our website at: http://www.takungart.com/investors/corporate-governance/governance-docs.

Compensation Committee

The Compensation Committee currently consists of Mr. Jiangping Xiao (Gary) and Ms. Li Lv, with Ms. Xiaoyu Zhang serving as Chairwoman. Each of Mr. Xiao, Ms. Lv, and Ms. Zhang is independent under NYSE American listing standards. The Compensation Committee is responsible for the administration of all salary, bonus, and incentive compensation plans for our officers and key employees. The Compensation Committee reviews and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to the compensation of the officers and other managerial employees and the establishment and administration of employee benefit plans. It advises and consults with the officers of the Company as may be requested regarding managerial personnel policies. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its duties. During fiscal year 2018, the Compensation Committee did not engage the services of any independent advisors, experts or other third parties. We believe that the functioning of our Compensation Committee complies with, any applicable requirements of the NYSE American and SEC rules and regulations. The Compensation Committee operates under a written charter, which is available on our website at: http://www.takungart.com/investors/corporate-governance/governance-docs.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

All members of the Compensation Committee are independent directors. No member of our Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries, and no director or executive officer of the Company is a director or executive officer of any other corporation that has a director or executive officer who is also a director of the Company.

Governance and Nominating Committee

The Governance and Nominating Committee (the “Nominating Committee”) currently consists of Mr. Jiangping Xiao (Gary) and Ms. Xiaoyu Zhang, with Ms. Li Lv serving as Chairwoman. Each of Mr. Xiao, Ms. Zhang, and Ms. Lv is independent under NYSE American listing standards. The responsibilities of the Nominating Committee include: (i) identifying individuals qualified to serve as directors or fill any acting vacancies; (ii) recommending to the Board the selection of director nominees for each meeting of the stockholders at which directors are elected; (iii) advising the Boardprovide NFT consulting with respect to the composition, proceduresstrategic utilization of blockchain technology and committees of the Board;NFT launch. Given our goal to create multiple potential revenue streams and (iv) considering any other corporate governance issues that may arise from timecontinue to time, and developing appropriate recommendations for the Board. In recommending nominees to the Board, the Nominating Committee considers various criteria, including the ability of the individual to meet the NYSE American “independence” requirements, general business experience, general financial experience, knowledge of the Company’s industry (including past industry experience), education, and demonstrated character and judgment. The Nominating Committee uses its, as well as the entire Board’s, network of contacts when compiling a list of potential director candidates and has the authority to engage outside consultants. The Nominating Committee will consider director nominees recommended by a stockholder if the stockholder mails timely notice to the Secretary of the Company at its principal offices, which notice includes (i) the name, age and business address of such nominee, (ii) the principal occupation of such nominee, (iii) a brief statement as to such nominee’s qualifications, (iv) a statement that such nominee consents to his or her nomination and will serve as a director if elected, (v) whether such nominee meets the definition of an “independent” director under the NYSE listing standards and (vi) the name, address, class and number of shares of capital stock of the Company held by the nominating stockholder. Any person nominated by a stockholder for election to the Board will be evaluated based on the same criteria as all other nominees. The Nominating Committee operates under a written charter, which is available on our website at http://www.takungart.com/investors/corporate-governance/governance-docs.

Director Nomination Procedures

The Nominating Committee is generally responsible for soliciting recommendations for candidates for the Board, developing and reviewing background information for such candidates, and making recommendations to the Board with respect to candidates for directors proposed by stockholders. The nomination process involves a careful examination of the performance and qualifications of each incumbent director and potential nominees before deciding whether such person should be recommended for nomination by the Nominating Committee and nominated by the Board. The Board believes thatdiverse the business experiencemodel, we are also exploring NYF gaming business including sales of its directors has been,in-game characters NFTs and continues to be, critical to the Company’s success. Directors should possess integrity, independence, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s affairs. Directors must possess a willingness to challenge and stimulate management and the ability to work as partsales of a team in an environment of trust.

In selecting candidates for appointment or re-election to the Board, the Nominating Committee considers the following criteria: (i) personal and professional ethics and integrity, including a reputation for integrity and honesty in the business community; (ii) experience as an executive officer of companies or as a senior leader of complex organizations, including scientific, government, financial or technological organizations; (iii) financial knowledge, including an understanding of finance, accounting, the financial reporting process, and company measures for operating and strategic performance; (iv) ability to critically and independently evaluate business issues, contributing a diverse perspectives or viewpoints, and making practical and mature judgments; (v) a genuine interest in the Company, and the ability to spend the time required to make substantial contributions as a director; and (vi) no conflict of interest or legal impediment that would interfere with the duty of loyalty to the Company and its stockholders. In addition, the Nominating Committee reviews the qualifications of the directors to be appointed to serve as members of the Audit Committee to ensure that they meet the financial literacy and sophistication requirements under the NYSE American rules and that at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC.

The Board will generally consider all relevant factors, including, among others, each nominee’s applicable expertise and demonstrated excellence in his or her field, the usefulness of such expertise to the Company, the availability of the nominee to devote sufficient time and attention to the affairs of the Company, the nominee’s reputation for personal integrity and ethics, and the nominee’s ability to exercise sound business judgment. Director nominees are reviewed in the context of the existing membership of the Board (including the qualities and skills of the existing directors), the operating requirements of the Company and the long-term interests of its stockholders.

There were no arrangements or understandings between any of our directors and any other person pursuant to which any director was to be selected as a director or selected as a nominee.

Family Relationships

No family relationships exist among any of our current director nominees or executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten (10) years.

Stockholder Communications

The Board welcomes communications from our stockholders, and maintains a process for stockholders to communicate with the Board. Stockholders who wish to communicate with the Board may send a letter to the Chairwoman of the Board of Takung Art Co., Ltd., at Flat/Room 1105 Wing on Plaza, 62 Mody Road, Kowloon, Hong Kong. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication”. All such letters should identify the author as a security holder. All such letters will be reviewed by the Chairwoman of the Board and submitted to the entire Board no later than the next regularly scheduled Board meeting.

Code of Ethics

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We have adopted a Codeown 100% equity interest of Business Conduct and Ethics that applies to our principal executive officers and principal financial officer, principal accounting officer or controller, or persons performing similar functions and also to other employees. The Code is current available on our website at http://www.takungart.com/investors/corporate-governance/governance-docs.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us, as of November 8, 2019, relating to the beneficial ownership of shares of common stock by each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of common stock; each director; each executive officer; and all executive officers and directors as a group. We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them and unless otherwise indicated, that person’s address is c/o Takung Art Co., Ltd, Flat/RM 1105 Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong.

* Less than 1%

DIRECTOR COMPENSATION

Compensation Discussion and Analysis

We strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

It is not uncommon for Hong Kong private companies to have base salaries as the sole form of compensation. The base salary level is establishedMQ Group Limited (“Hong Kong MQ”) and reviewed based on the level of responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to the list of similar positions within comparable peer companies and consideration is given to the executive’s relative experience in his or her position. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.

We have formed a compensation committee to oversee the compensation of our named executive officers. All the members of the compensation committee are independent directors.

Compensation of Directors

The following table sets forth the compensation received by our directors in fiscal years 2018 and 2017 in their capacity as directors.

EXECUTIVE COMPENSATION

General

Certain information concerning our executive officers as of the date of this proxy statement is set forth below. Officers are elected annually by the Board and serve at the discretion of the Board.

Summary Compensation Table

The following table sets forth information with respect to the compensation of each of the named executive officers for services provided in all capacities to Takung Art Co., Ltd and its subsidiaries, Hong Kong Takung Art Co.Company Limited (“Hong Kong Takung”), Ltd, respectively.

Hong Kong Takung Art Holdings Company Limited,was incorporated in Hong Kong and was formed to operate an electronic online platform for offering and trading artwork. Hong Kong Takung (Shanghai) Co., Ltd, andcurrently has no other operation other than the business previously conducted via its wholly owned subsidiary, Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”), which provided technology development services to Hong Kong Takung and Art Era Internet Technology (Tianjin) Co., Ltdalso carried out marketing and promotion activities in mainland China. However, due to the increasing regulatory scrutiny by PRC governments on digital asset related business, the artwork unit trading platform operated by the PRC subsidiary Tianjin Takung was suspended by the local authority in the fiscal years endedfourth quarter of 2021. Hong Kong Takung lost its control over Tianjin Takung. As of June 30, 2022, and December 31, 2018 and 2017 in their capacity as such officers. Mr. Chun Hin Leslie Chow, our former chief financial officer received no additional compensation for his services as chief financial officer of HongKong Takung Art Co., Ltd. Mr. Li receives no additional consideration for his services as director of2021, the Company. No other executive officer or former executive officer received more than $100,000 in compensation in the fiscal years reported.

Summary Compensation Table

(1)     For the year ended December 31, 2018, Mr. Xiao received a salary of $178,626, bonus of $46,555 and share options worth $9,900. On March 1, 2016, Mr. Xiao was granted share options to purchase 50,000 shares of common s tock of the Company at an exercise price of $3.30 per share pursuant to the Company’s 2015 Incentive Share Plan. The options are exercisable during the term of his employment in three equal installments of 16,666 shares of common stock, the first installment being exercisable on the date of issue and thereafter on each successive anniversary thereof. Mr. Xiao became a directoroperation of Hong Kong Takung Art Holdings Company Limited on July 20, 2018. He resigned all his other positions on November 19, 2018.

(2)     Mr. Chow was appointed our Chief Financial Officerclassified as a discontinued operation and Chief Financial Officeras of our Hong Kong subsidiary, Hong KongDecember 31, 2021, the operation Tianjin Takung Art Co., Ltd on February 22, 2016. On February 22, 2016, Mr. Chow was granted share options to purchase 50,000 shares of Common share of the Company at an exercise price of $2.91 per share pursuant to the Company’s 2015 Incentive Stock Plan. The options are exercisable during the term of his employment in three equal installments of 16,666 shares of Common Share, the first installment being exercisable on the date of issue and thereafter on each successive anniversary thereof. On November 16, 2018, Mr. Chow took over as acting Chief Executive Officer, replacing Mr. Xiao who resigned that day. There was no change in Mr. Chow’s employment terms.deconsolidated. For the yearsix months ended December 31, 2018, Mr. Chow received an apportioned salary of $208,325, a bonus of $104,417, and share options worth $7,059. Mr. Chow resigned from all his positions withJune 30, 2022, the Company on August 6, 2019.

(3)     Mr. Li had been a Vice Presidentoperation of Hong Kong Takung Art Co., Ltd since March 1, 2015. He was subsequently appointedpresented in discontinued operations.

Hong Kong MQ is engaged in blockchain and non-fungible tokens (“NFT”) businesses, including consultancy service for NFT launch projects, developing its own NFT marketplace to facilitate users to buy and sell NFTs, as well as development of block chain-based online games. As of December 31, 2021, Hong Kong MQ had no operations. As of June 30, 2022, Hong Kong MQ has not generated revenue.

The Board regularly reviews the General Manager of Takung (Shanghai) Co., LtdCompany’s businesses and investments with effect from July 28, 2015 and General Manager of Tianjin Takung with effect from January 27, 2016. He was appointed as directora view towards utilizing the Company’s resources in a manner that it believes to be in the best interests of the Company and its stockholders. As part of this process, the Board from time to time evaluates certain distinct alternatives, including potential acquisitions, dispositions, business combinations and separations, with an objective of long-term growth as measured by increases in book value and intrinsic value over time.

Based on March 11, 2016. Forits review, analyses and discussions, the year ended December 31, 2017, Mr. Li received an apportioned salaryBoard has determined that the sale of $83,653 and an apportioned bonus of $26,553. For the year ended December 31, 2018, Mr. Li received an apportioned salary of $67,022 and an apportioned bonus of $57,530. Mr. Li resigned from all his positions on November 15, 2018. His compensation is apportioned between theCompany’s wholly-owned subsidiaries, Hong Kong Takung Art Co., Ltd, Takung (Shanghai) Co., Ltd and Takung Cultural Development (Tianjin) Co., Ltd to reflect the time he spends on the affairs of these entities. He received no additional compensation as director of the Company.

*The value reported for each executive is the cost recognized in our financial statements during fiscal year 2018, calculated in accordance with Accounting Standards Codification Topic 718 "Share-based Compensation”.

Operating Subsidiary Executive Compensation Summary

The table below sets forth the positions and compensations for the officers of Hong Kong Takung Art Co., Ltd for the years ended December 31, 2018 and 2017.

The table below sets forth the positions and compensations for the General Manager of Takung (Shanghai) Co., Ltd and Takung Cultural Development (Tianjin) Co., Ltd for the years ended December 31, 2018 and 2017.

The table below sets forth the positions and compensations for the General Manager of Hong Kong Takung Art Holdings Company Limited and Art Era Internet Technology (Tianjin) Co., Ltd for the year ended December 31, 2018:

Narrative to Summary Compensation Table

In fiscal year 2018, the primary components of our executive compensation programs were base salary and equity compensation. We use base salary to fairly and competitively compensate our executives, including the named executive officers, for the jobs we ask them to perform. We view base salary as the most stable component of our executive compensation program, as this amount is not at risk. We believe that the base salaries of our executives should be targeted at or above the median of base salaries for executives in similar positions with similar responsibilities at comparable companies, consistent with our compensation philosophy. We have formed a compensation committee to oversee the compensation of our named executive officers. All the members of the compensation committee are independent directors. The committee has the discretion to review and approve each employee’s bonus.

2015 Incentive Stock Option Plan

On August 26, 2015, the 2015 Incentive Stock Plan (“2015 Plan”) was approved by the Board of Directors for rewarding the Company’s directors, executives and selected employees and consultants for making major contributionsMQ, to the success of the Company. 1,037,000 shares were registered on August 27, 2015.

During the year ended December 31, 2017, the Company had no option activities. 268,600 were granted effective on February 2, 2016, 50,000 were granted effective on February 29, 2016 and 112,925 of the options were granted effective on March 30, 2016. In addition, on December 1, 2015 and March 1, 2016, 12,143 and 7,463 of restricted stock-based awards were granted. Each of the awardsPurchaser is subject to service-based vesting restrictions. The February 2, 2016 grant included a grant of 50,000 shares to a non-employee who became an employee on March 2, 2016.

The exercise price of stock options ranged from $2.91 to $3.65 and the requisite service period ranged from two to five years. 130,419 stock options have been vested and 9,765 stock options were cancelled during the fiscal year ended December 31, 2017, and no stock options were exercised in the year ended December 31, 2017.

Option Grants Table

During the year ended December 31, 2018, the Company did not grant new share options. For the year ended December 31, 2016, the Company granted an aggregate of 431,525 share options under the 2015 Plan. 268,600, including a grant of 50,000 shares to a non-employee who became an employee on March 2, 2016, were granted effective on February 2, 2016, 50,000 were granted effective on February 29, 2016 and 112,925 of the options were granted effective on March 30, 2016.

Outstanding Equity Awards at Fiscal Year-End

During year ended December 31, 2018, 22,438 of restricted share-based awards were granted. Each of the awards is subject to service-based vesting restrictions. The total unvested restricted share was 11,240 shares as of December 31, 2018.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

194,514 share options have been vested and 164,522 share options were cancelled during year ended December 31, 2018. As of December 31, 2018, the number of options outstanding and exercisable were 254,238 and 194,514 respectively.

Long-Term Incentive Plan (“LTIP”) Awards Table

There were no awards made in the last completed fiscal year under any LTIP.

Pension and Retirement Plans

Currently, except for contributions to the PRC government-mandated social security retirement endowment fund for those employees who have not waived their coverage, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with our company, or from a change in our control.

Operating Subsidiary Employment Agreements

Mr. Xiao entered into an employment agreement with Hong Kong Takung Art Co., Ltd on June 1, 2014 whereby he agreed to serve as Hong Kong Takung Art Co., Ltd General Manager and Managing Director. Pursuant to such employment agreement, Mr. Xiao was entitled to a monthly salary of $7,655 (HK$60.000), which was reviewed annually in January. On March 2015, Mr. Xiao’s salary was adjusted to $10,207 (HK$80,000), and was adjusted to $12,759 (HK$100,000) on October 2015, and was adjusted to $15,311 (HK$120,000) on April 2016, and further adjusted to $17,863 (HK$140,000) on February 2017. The employment agreement may be terminated by either party upon one month’s advance notice. Mr. Xiao became a director of Hong Kong Takung Art Holdings Company Limited on July 20, 2018. He resigned all his other positions on November 19, 2018

Mr. Li had been a Vice President of Hong Kong Takung Art Co., Ltd since March 1, 2015. He was subsequently appointed as the General Manager of Takung (Shanghai) Co., Ltd and Takung Cultural Development (Tianjin) Co., Ltd with effect from July 28, 2015 and January 27, 2016, respectively. The employment with Mr. Li could be terminated by either party by giving at least one month’s notice. Mr. Li resigned on his own accord on November 15, 2018.

On February 22, 2016, the board of directors of the Company approved the appointment of Mr. Chow as Chief Financial Officerbest interests of the Company and its stockholders. Accordingly, on October 6, 2022, the Company’s wholly-owned Hong Kong subsidiary, Hong Kong Takung Art Co., Ltd, effective February 22, 2016. The employment agreement may be terminated by either party upon three months’ advance notice. On November 16, 2019, Mr. Chow took over as acting Chief Executive Officer, replacing Mr. Xiao who resigned that day. There was no change in Mr. Chow’s employment terms. Mr. Chow’s positions as our Chief Financial OfficerBoard approved the Disposition.

Reports, Opinions and Chief Financial Officer of Hong Kong Takung Art Co., Ltd has been filled by Mr. Jehn Ming Lim since February 18, 2019. Mr. Chow resigned from all his positions with the Company on August 6, 2019.Appraisals

Mr. Wang has been a business development department head since March 1, 2015. He was subsequently appointed as the director of Hong Kong Takung Art Co., Ltd, General Manager and Director of Takung (Shanghai) Co., Ltd and Takung Cultural Development (Tianjin) Co., Ltd with effect from October 10, 2018. The employment with Mr. Wang can be terminated by either party by giving at least one month notice.

Mr. Fu has been a department head of e-commerce platform development since September 12, 2017. He was subsequently appointed as the General Manager and Director of Art Era Internet Technology (Tianjin) Co., Ltd on September 7, 2018. The employment with Mr. Fu can be terminated by either party by giving at least one month’s notice.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for the ownership of our securities, and except as set forth below, none of the directors, executive officers, holders of more than five percent of our outstanding Common Share, or any member of the immediate family of any such person have, to our knowledge, had a material interest, direct or indirect, in any transaction or proposed transaction which may materially affect our company.

On August 25, 2016, Hong Kong Takung Art Co., Ltd entered into a loan agreement with Ms. Jianping Mao for the loan of $2,303,912 (HK$18,000,000) to Hong Kong Takung Art Co., Ltd. Interest shall accrue at a rate of 8% per annum pro-rated to the actual loan period, which shall be from the date the loan amount is made through December 31, 2016. The loan is to provide Hong Kong Takung Art Co., Ltd with sufficient Hong Kong Dollar-denominated currency to meet its working capital requirements. $1,279,951 (HK$10,000,000) was repaid on December 31, 2016, and $575,978 (HK$4,500,000) was repaid on November 15, 2017. The total remaining outstanding balance, $483,822, consists of the principal $447,983 (HK $3,500,000) and interest payable $35,839 (HKD 280,000) which were extended with a due date to December 31, 2017. The interest expenses were $76,181 and $66,584 during the years ended December 31, 2017 and 2016, respectively. The Company has fully repaid and settled the amount dueengaged Access Partner Consultancy & Appraisals Limited (“Access Partner”) to Ms. Mao on March 13, 2018.

Procedures for Approval of Related Party Transactions

Our Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Ms. Xiaoyu Zhang, Mr. Jiangping Xiao (Gary), and Ms. Li Lv are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our Common Share and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our Company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended December 31, 2018, our officers and directors, and all of the persons known to us to own more than 10% of our shares of common stock, filed all required reports on a timely basis except for two persons who owned more than 10% of our shares of common stock and filed their reports late and three of our directors filed their Form 4 late.

AUDIT COMMITTEE REPORT

The Audit Committee has furnished the following report on its activities during the fiscal year ended December 31, 2018. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing. The Audit Committee charter sets forth the responsibilities of the Audit Committee. A copy of the Audit Committee charter is available on our website at http://www.takungart.com/investors/corporate-governance/governance-docs.

 The primary function of the Audit Committee is to assist the Board in its oversight and monitoring of our financial reporting and auditing process. Management has primary responsibility for our financial statements and the overall reporting process, including maintaining effective internal control over financial reporting and assessing the effectiveness of our system of internal controls. The independent registered public accounting firm audits the annual financial statements prepared by management, expressesrender an opinion as to whether thosethe disposition consideration to be received by the Company is fair to the Company’s shareholders from a financial statements fairly present ourpoint of view. The Company decided to engage Access Partner as the Company determined that Access Partner has substantial experience in similar matters. Access Partner rendered its written opinion to the board of directors on [            ], 2022 that the disposition consideration to be received by the Company was fair to the Company’s shareholders from a financial position, resultspoint of operationsview.

The Company paid an aggregate cash fee of $[            ] to Access Partner for its opinion and cash flowshas obtained consent from Access Partner for the use of its fairness opinions in conformitythis proxy statement.