UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the Appropriate Box:

SHINECO, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of filing fee (Check the appropriate box):

SHINECO, INC.

RM 3D-1603 New World Center Apartment,T1, South Tower, Jiazhaoye Square

Chong Wen Men Wai Blvd,Chaoyang District,

Beijing, 100062

People’s Republic of China 100022

Notice of SpecialAnnual meeting of Stockholders

Proposals:

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 1.1, NO. 2, NO.3 AND NO. 5, AND “FOR” EACH OF THE DIRECTOR NOMINEES INCLUDED IN PROPOSAL NO. 4.

Holders of record of the Company’s common stock at the close of business on June 9, 2023January 4, 2024 (the “Record Date”) will be entitled to notice of, and to vote at the specialannual meeting of stockholders of the Company (the “Meeting”) and any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote.

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

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

This notice and the enclosed proxy statement are first being mailed to stockholders on or about June 27, 2023.January 16, 2024.

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

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

Important Notice Regarding the Availability of Proxy Materials

for the SpecialAnnual Meeting of Stockholders to be held at 9:00 p.m. EST on July 20, 2023February 1, 2024

The Notice of the Special meetingAnnual Meeting of Stockholders, this proxy statement, and our Annual Report on Form 10-K for the period ended June 30, 20222023 (the “Annual Report”) are available at https://www.biosisi.com.

TABLE OF CONTENTS

SUMMARY TERM SHEET RELATING TO THE ACQUISITION

This Summary Term Sheet discusses the material information regarding the Acquisition and the Issuance contemplated therein, contained in this proxy statement, but does not contain all of the information in this proxy statement that is important to your voting decision with respect to the matters being considered at the Special Meeting. Although you are not being asked to approve the Purchase Agreement itself, approval of the Issuance is necessary in order to complete the Acquisition, and therefore we are including a description of the Purchase Agreement and the Acquisition transaction as part of this proxy statement. We encourage you to read carefully this entire proxy statement, its annexes, and the documents referred to or incorporated by reference in this proxy statement, as this Summary Term Sheet may not contain all of the information that may be important to you. The items in this Summary Term Sheet include page references directing you to a more complete description of that topic in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving this proxy statement?

In this proxy statement, we refer to Shineco, Inc. as the “Company,” “we,” “us,” or “our.”

This proxy statement describes the proposals on which our Board would like you, as a stockholder, to vote at the Meeting, which will take place on July 20, 2023,February 1, 2024 at 9:00 p.m., EST, at BCos Conference Center, WestT1, South Tower, Global Financial Center, East Third Ring Middle Road,Jiazhaoye Square, Chaoyang District, Beijing, People’sPeople’s Republic of China 100020.100022.

Stockholders are being asked to consider and vote upon proposals to (i) approve an amendment to our certificate of incorporation to effect, at the discretion of our Board of Directors (“Board”), a proposalreverse stock split of our common stock at a ratio of not less than 1-for-2 and not more than 1-for-40, subject to our Board’s authority to abandon such amendment (the “Reverse Stock Split”); (ii) approve an amendment to our certificate of incorporation to effect an increase in the number of authorized shares of common stock of the Company to 150,000,000 shares of common stock, par value $0.001 per share (the “Increase in Authorized Common Stock”); (iii) approve the Issuance pursuant2024 Equity Incentive Plan (the “2024 Incentive Plan”); (iv) re-elect seven directors to the Purchase Agreement.Board to serve until their successors are duly elected and qualified at the 2025 annual meeting of stockholders or until their resignation or removal; and (v) ratify the appointment of Assentsure PAC (“Assentsure”) as our independent registered public accounting firm for the fiscal year ending June 30, 2024.

This proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement.

Who can vote at the Meeting?

Stockholders who owned shares of our common stock on the Record Date may attend and vote at the Meeting. There were 21,256,21164,129,020 shares of common stock outstanding on the Record Date. All shares of common stock shall have one vote per share. Information about the stockholdings of our directors, executive officers, and significant stockholders is contained in the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 2722 of this proxy statement.

What is the proxy card?

The card enables you to appoint Xiqiao Liu as your representative at the Meeting. By completing and returning the proxy card, you are authorizing this person to vote your shares at the Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, it is strongly recommended to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, the proxy will vote your shares, under your proxy, according to his best judgment.

How does the Board recommend that I vote?

Our Board unanimously recommends that stockholders vote “FOR” proposal No. 1.1, No. 2, No. 3 and No. 5, and “FOR” each of the director nominees listed in proposal No. 4.

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

Certain of our stockholders 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.

Stockholder of Record/Registered Stockholders

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Transhare Corporation, you are a “stockholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date, and sign the enclosed proxy card to ensure that your vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the 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 stockholder 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 the stockholder of record, you may not vote these shares in person 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 in person at the Meeting.

What are broker non-votes?

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. However, there are no non-routine matters being voted on at the SpecialAnnual Meeting.

If my bank, broker or other nominee holds my shares in “street name,” will such party vote my shares for me?

For all “non-routine” matters, not without your direction. Your broker, bank or other nominee will be permitted to vote your shares on any “non-routine” proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposal to be voted upon by our stockholders described in this proxy statement, is “non-routine” matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Accordingly, brokers, banks and other nominees are not entitled to vote uninstructed shares only with respect to the only proposal being voted on at the Meeting.. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.

How do I vote my shares if I hold my shares in “street name” through a bank, broker or other nominee?

If you hold your shares as a beneficial owner through a bank, broker or other nominee, you should have received instructions on how to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your shares are voted in the way you would like at the Meeting.

How do I vote?

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

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

Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anna Kotlova, Transhare Corporation, 17755 North US Highway 19, Suite # 140. Clearwater FL 33764.

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

What happens if I abstain?

If you abstain, whether by proxy or in person at the Meeting, or if you instruct your broker, bank or other nominee to abstain your abstention will not be counted for or against the proposals, but will be counted as “present” at the Meeting in determining whether or not a quorum exists.

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, and 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 the Meeting. You may do this by:

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 stockholder desires to vote on a proposal will be voted in favor of the proposal presented to the stockholders.

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 in person at the Meeting.

How many votes are required to approve the Issuance?Reverse Stock Split?

The AcquisitionReverse Stock Split proposal and the Issuance 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 Increase in Authorized Common Stock?

The Increase in Authorized Common Stock proposal 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 2024 Incentive Plan?

The 2024 Incentive Plan proposal 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.

What vote is required to re-elect the director nominees as directors of the Company?

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

Is my vote kept confidential?

Proxies, ballots, and voting tabulations identifying stockholders 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 the Meeting?

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

Who can help answer my questions?

You can contact Xiqiao Liu at (+86) 10- 87227366 or by sending a letter to the offices of the Company at RM 3D-1603 New World Center Apartment, Chong Wen Men Wai Blvd,T1, South Tower, Jiazhaoye Square, Chaoyang District, Beijing, 100062 , People’s Republic of China, 100022 with any questions about proposals described in this proxy statement or how to execute your vote.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

We are furnishing this proxy statement to you, as a stockholder of Shineco, Inc., as part of the solicitation of proxies by our Board for use at the Meeting to be held on July 20, 2023,February 1, 2024, and any adjournment or postponement thereof. This proxy statement is first being furnished to stockholders on or about June 27, 2023.January 16, 2024. 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.

INFORMATION AND SPECIAL FACTORS REGARDINGPROPOSAL NO. 1 — APPROVAL OF THE ACQUISITIONREVERSE STOCK SPLIT

Risk FactorsProposal

In additionOur board of directors has approved an amendment to our Articles of Incorporation, as amended, to combine the other information included or incorporated by reference in this proxy statement, including the matters addressed in the section of the proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information,” you should carefully consider the following risks before deciding how to vote on the proposals presented at the special meeting. The risk factors related to the Issuance present the material risks directly related to the Acquisition presently known to us. We have also included the material risks associated with the business of Wintus presently known to us, because these risks will also affect the Company following the consummation of the Acquisition and the Issuance contemplated therein. The risks below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See section “Cautionary Statement Concerning Forward-Looking Information” below.

Risk Factors Related to the Acquisition

Current stockholders will have reduced ownership and voting interests after the Acquisition and the Issuance contemplated therein.

We will issue to the Sellersoutstanding shares of restricted common stock that account for approximately 47% of our shares of common stock outstanding prior to the Issuance. Upon the consummation of the Acquisition and the Issuance contemplated therein, the Sellers will have an aggregate ownership of approximately 32% of the Company. Our current stockholders will, therefore, have proportionately less ownership and voting interests in the Company following the Issuance than they have now. In addition, if the value of the Shares is less than the value of the Company, then our existing stockholders will experience dilution in the value of their shares of common stock.

The market price of our common stock may decline asinto a resultlesser number of outstanding shares (a “Reverse Stock Split”).

If approved by our stockholders, this proposal would permit (but not require) the board of directors to effect a Reverse Stock Split of the Acquisitionoutstanding shares of our common stock, at a specific ratio within a range of one-for-two (1-for-2) to a maximum of a one-for-forty (1-for-40) split, whereby every 2-40 (such number of shares, the “Split Denominator”) shares of the authorized, issued and outstanding Common Stock shall be combined into one (1) share of authorized, issued and outstanding Common Stock, with the specific ratio to be fixed within this range by the board of directors in its sole discretion without further stockholder approval. We believe that enabling the board of directors to fix the specific ratio of the Reverse Stock Split within the stated range will provide us with the flexibility to implement it in a manner designed to maximize the anticipated benefits for our stockholders.

In fixing the ratio, the board of directors may consider, among other things, factors such as: the continued listing requirements of the Nasdaq Capital Market; the number of shares of our common stock outstanding; potential financing opportunities; and prevailing general market and economic conditions.

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing of the amendment to our Articles of Incorporation with the Secretary of State of the State of Delaware, or at the later time set forth in the amendment. The exact timing of the amendment will be determined by the board of directors based on its evaluation as to when such action will be the most advantageous to our Company and our stockholders. In addition, the board of directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to abandon the amendment and the Issuance contemplated therein.Reverse Stock Split if, at any time prior to the effectiveness of the filing of the amendment with the Secretary of State of the State of Delaware, the board of directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.

Any amendment to our certificate of incorporation to effect the Reverse Stock Split will include the Reverse Stock Split ratio fixed by the board of directors, within the range approved by our stockholders.

The full text of the form of the Charter Amendment, which would replace Paragraph (c) of Article Fourth of the Company’s Certificate of Incorporation in its entirety, is attached as Annex B to this proxy statement.

Purpose of the Reverse Stock Split

As a resultThe Board authorized the Reverse Stock Split with the primary intent of increasing the Acquisition and the Issuance contemplated therein, we may be met with unforeseen additional transaction and integration-related costs, which may result in us failing to realize all of the benefits anticipated in the Acquisition, or subject us to other unforeseen adverse factors that affect our preliminary estimates and forecasts of the Acquisition and the Issuance contemplated therein. Any of these factors could have an adverse effect on our financial performance or operating results and contribute to a decrease in theper share trading price of our Common Stock.

The Sellers’ interest may conflictStock, which is publicly traded and listed on the Nasdaq Capital Market under the symbol, “SISI,” in order to regain compliance with ours or yoursthe Minimum Bid Price Rule for continued listing. Accordingly, the Company believes that effecting the Reverse Stock Split would be in the future.

FollowingCompany’s and our stockholders’ best interests. The Reverse Stock Split will become effective upon the consummationfiling of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the Acquisition and the Issuance contemplated therein, the Sellers would hold approximately 32%State of the Company’s Common Stock. The Company already has in place applicable corporate governance processes and procedures required and necessary for a controlled company to ensure independence (e.g., a Board with majority independent directors, a compensation and audit committee comprised solely of independent directors, etc.).Delaware.

Notwithstanding the irrevocable power of attorney (the “POA”) to be entered by and between the Sellers and the chief executive officer of the Company before the closing of the Acquisition,, it is possible that the interests of the Sellers and its affiliates may conflict with those of the Company or yours as stockholders of the Company in the future. In addition, if the POA, for reasons beyond our control, does not become effective, is not enforceable or the POA is terminated after the closing of the Acquisition, there is a risk that the Sellers may be able to exert influence over our corporate transactions, resulting in our other stockholders to have limited influence and control on matters requiring stockholder approval.

The Company has and expects to incur substantial costs related to the Acquisition.

We have incurred and may continue to incur a number of non-recurring costs associated with the Acquisition and related transactions. These costs include legal, valuation, accounting, consulting and other advisory fees, closing, integration and other related costs. Some of these costs are payable regardless of whether or not the Issuance is completed.

Failure to consummate the Acquisition and the Issuance contemplated therein could negatively impact our business, financial condition, results of operations or stock prices.

Consummation of the Acquisition and the Issuance contemplated therein is conditioned upon the satisfaction of certain closing conditions, including the approval of the Issuance by our stockholders, as set forth in the Purchase Agreement and attached herein as Annex A. The required conditions to closing may not be satisfied in a timely manner, if at all, or they may be waived. If the transactions contemplated therein are not consummated for these or any other reasons, our ongoing business may be adversely affected and will be subject to a number of risks and consequences, including the following:

On March 20, 2023, the Company received notice from the Listing Qualifications staff of Nasdaq indicating that, based on the previous 30 consecutive business days, the Company’s listed security no longer met the minimum $1 bid price per share requirement. In accordance with its Listing Rules, Nasdaq granted the Company 180 calendar days, or until September 18, 2023, to regain compliance. In order to regain compliance, the closing bid price of the Company’s common stock, must have been at least $1 per share for a minimum of ten consecutive business days during this 180-day period. The Company’s Common Stock has not regained compliance with the minimum $1 bid price per share requirement as of that date. By letter dated September 6, 2023, the Company requested an extension of an additional 180 days in which to regain compliance.

On September 19, 2023, the Company received notice from Nasdaq indicating that, while the Company has not regained compliance with the minimum bid price requirement, staff of Nasdaq has determined that the Company is eligible for an additional 180-day period, or until March 18, 2024, to regain compliance. To demonstrate compliance with this requirement, the closing bid price of our common stock needs to be at least $1.00 per share for a minimum of 10 consecutive business days before March 18, 2024.

Reducing the number of outstanding shares of common stock should, absent other factors, generally increase the per share market price of the common stock. Although the intent of the Reverse Stock Split is to increase the price of the common stock, there can be no assurance, however, that even if the Reverse Stock Split is effected, that the Company’s bid price of the Company’s common stock will be sufficient, over time, for the Company to regain or maintain compliance with the Nasdaq minimum bid price requirement.

Principal Effects of the Reverse Stock Split

If our stockholders approve the Reverse Stock Split and the board of directors effects it, we will amend our Articles of Incorporation by filing a Certificate of Amendment to Articles of Incorporation in substantially the form of Annex B (the “Certificate of Amendment”) with the Delaware Secretary of State, which will result in the number of shares of the Common Stock held by each stockholder being reduced to a number of shares determined by dividing the number of shares held immediately before the Reverse Stock Split by the Split Denominator, and then rounding up to the nearest whole share. The Reverse Stock Split would not affect any stockholder’s percentage ownership interests in the Company or proportionate voting power, except to the extent that interests in fractional shares would be rounded up to the nearest whole share. Pursuant to the Delaware General Corporation Law (“DGCL”), the Reverse Stock Split only impacts outstanding shares and not authorized shares unless the Certificate of Amendment by its terms also increases the authorized shares.

Corporate Matters. The Reverse Stock Split would have the following effects on the number of shares of Common Stock outstanding as of the Record Date:

In addition,The Reverse Stock Split will be effected simultaneously for all of our outstanding Common Stock and the exchange ratio of the Reverse Stock Split and Split Denominator will be the same for all of our outstanding Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any delaystockholder’s percentage ownership interest in the consummationCompany, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share. As described below, stockholders and holders of options holding fractional shares will have their shares rounded up to the Acquisition, or any uncertainty aboutnearest whole number. Common Stock issued pursuant to the consummation ofReverse Stock Split will remain fully paid and non-assessable. We will continue to be subject to the Issuance, may adversely affect our future business, growth, revenue, and results of operations.

The Acquisition may be more difficult, costly, or time-consuming than expected, and we may not realize the anticipated benefits of the Acquisition.

The various legalperiodic reporting requirements of the Issuance and Acquisition, including compliance with SEC regulations, Delaware law, New York law, etc., have meant that the Company has had to expend significant time and resources, including by its internal management team and external advisors. The Acquisition has already been under consideration by the Company for an extended period of time. If the Acquisition is not consummated or continued to take more time for review and compliance with various legal requirements, it could result in the anticipated benefits of the Acquisition not being worth the ongoing costs, both in terms of money spent on external advisors (legal, financial, tax, etc.) and distraction of management.

The Purchase Agreement may be terminated in accordance with its terms and the Acquisition may not be completed.

The Purchase Agreement is subject to a number of conditions that must be fulfilled in order to complete the Acquisition. Those conditions include approval of the proposal by our stockholders, and the satisfaction of legal and financial due diligence. Each party’s obligation to complete the Acquisition is also subject to certain additional customary conditions. These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the Acquisition may not be completed.

Our estimates and judgments related to the valuation used to determine the purchase price related to the acquisition of Dream Partner may be inaccurate.

Our management will make significant estimates and exercise judgment related to the acquisition of Dream Partner, based on its valuation of Wintus. Our business, operating results, and financial condition could be materially adversely impacted in future periods if such judgments and estimates prove to be inaccurate.Exchange Act.

Any delayRegistered “Book-Entry” Holders of Common Stock. Our registered holders of common stock hold some or all of their shares electronically in completingbook-entry form with the Acquisition may reduce or eliminatetransfer agent. These stockholders do not have stock certificates evidencing their ownership of the benefits expectedcommon stock. They are, however, provided with statements reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to be achieved thereafter.take action to receive evidence of their shares of post-Reverse Stock Split common stock.

In additionHolders of Certificated Shares of Common Stock. Stockholders holding shares of our common stock in certificated form will be sent a transmittal letter by the transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the “Old Certificates”) to the transfer agent. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, upon the stockholder’s surrender of all of the stockholder’s Old Certificates to the transfer agent, together with a properly completed and executed letter of transmittal, the transfer agent will register the appropriate number of shares of post-Reverse Stock Split common stock electronically in book-entry form and provide the stockholder with a statement reflecting the number of shares registered in the stockholder’s account. No stockholder will be required stockholder approval,to pay a transfer or other fee to exchange his, her or its Old Certificates. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the Acquisitionnumber of shares of post-Reverse Stock Split common stock to which these stockholders are subjectentitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for appropriate number of shares of post-Reverse Stock Split common stock. If an Old Certificate has a restrictive legend on its reverse side, a new certificate will be issued with the same restrictive legend on its reverse side.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Effect on Market Price of our Common Stock. The immediate effect of the Reverse Stock Split would be to reduce the number of shares of the outstanding Common Stock and to possibly increase the trading price of such Common Stock. However, the effect of any effected Reverse Stock Split upon the market price of the Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances sometimes improves stock performance, but in many cases does not. There can be no assurance that the trading price of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of the Common Stock outstanding as a result of the Reverse Stock Split or remain at an increased level for any period. The trading price of the Common Stock may change due to a variety of other factors, including clinical trial results, other factors related to business and general market conditions.

Dilution. You may also experience future potential substantial dilution of your percentage of ownership of the equity in the Company as a result of this Reverse Stock Split. While the Reverse Stock Split itself does not result in dilution (except with respect to the round up of fractional shares as discussed below), it makes available a substantial number of shares for future transactions by the Company, the consummation of which could result in substantial dilution.

Fractional Shares. No scrip or fractional share certificates will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the exchange ratio of the Reverse Stock Split, will be entitled, upon surrender of certificate(s) representing these shares, to a number of other conditions beyond our control that may prevent, delay, or otherwise materially adversely affect its consummation. We cannot predict whethershares of shares rounded up to the nearest whole number and, when these other conditionsaccordingly, no money will be satisfied. Any delay in completing the Acquisition could cause us not to realize some or all of the synergies and other benefits that we expect to achieve if the Acquisition are successfully consummated within its expected time frame.paid for a fractional share.

If we are unableOptions and Warrants. Holders of options and warrants to effectively manage Wintus’s business, our reputation and operating results maypurchase shares of Common Stock, who upon exercise of their options or warrants would otherwise be harmed.

Following the Acquisition, we will needentitled to integrate the silk products and other businesses of Wintus into the operations of the Company. As our management has no prior experience in these fields, we may be unable to successfully integrate these into our business operations. If we are unable to do so for any reason, our reputation and operating results may be harmed and wereceive fractional shares because they hold options or warrants which upon exercise would be unable to realize the business-related benefits of the transaction.

Wintus is highly susceptible to changes in market demand for the types of silk-based products it sells.

A significant portion of Wintus’s revenues are derived from its silk-based products. We therefore will become highly susceptible to changes in market demand for silk-based products, which may be impacted by factors over which we have limited or no control. Factors that could lead to a decline in market demand for silk-based products in general include economic conditions, demand for luxury goods and evolving consumer preferences. A substantial downturn in market demand for such silk-based products may have a material adverse effect on our business and on our results of operations.

Competitors and potential competitors may develop products and technologies that make ours obsolete or garner greater market share than ours.

Wintus’s ability to compete successfully will depend on its ability to demonstrate that its products are superior to and/or less expensive than other products available in the market. Some of its competitors have the benefit of marketing their products under brand names that have better market recognition than Wintus or have stronger marketing and distribution channels. Increased competition as to any of Wintus’s products could result in price reduction, reduced margins and loss of market share, which could negatively affect Wintus’s profitability.

Certain of Wintus’s competitors may benefit from government support and other incentives that are not available to Wintus. As a result, Wintus’s competitors may be able to develop competing and/or superior products and compete more aggressively and sustain that competition over a longer period of time than Wintus can. As more companies develop new intellectual property in Wintus’s markets, a competitor could acquire patent or other rights that may limit Wintus’s ability to successfully market its products.

If Wintus’s technologies or products are stolen, misappropriated, or reverse engineered, others could use the technologies to produce competing technologies or products.

Third parties, including collaborators, contractors, and others involved in Wintus’s business often have access to its technologies. If such technologies or products were to be stolen, misappropriated, or reverse engineered, they could be used by other parties that may be able to reproduce Wintus’s technologies or products using such technologies for their own commercial gain. If this were to occur, it would be difficult for us to challenge this type of use.

Wintus operates in a regulated industry in China which subjects its operations to regulatory and political risks

The Wintus Group presently holds a number of permits and licenses in Chinashares of Common Stock not evenly divisible by the exchange ratio of the Reverse Stock Split, will receive a number of shares of Common Stock rounded up to operate its business operations, including a food business license. The group may be subject to additional licensing requirements for its business operations due to changing regulatory policies or the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities.nearest whole number.

Moreover,Authorized Shares. The Company is currently authorized to issue 5,000,000 shares of Preferred Stock and 100,000,000 shares of Common Stock. Upon effectiveness of the PRC government has recently indicated an intent to exert more oversight over securities offerings that are conducted overseas and/or foreign investment in China-based businesses, such as Wintus,Reverse Stock Split and published a seriesAuthorized Share Increase, the number of proposed rules for public comments in this regard, the enaction timetable, final content, interpretationauthorized shares of Preferred Stock and implementation of which remains uncertain. Therefore, there are substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in general and whether weCommon Stock will be required to complete filing or obtain any specific regulatory approvals from5,000,000, and 150,000,000, respectively, although the CSRC, CAC or any other PRC governmental authorities for our future offshore offerings. If we had inadvertently concluded that such approvals were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approvalnumber of shares of Common Stock issued and outstanding will decrease. The issuance in the future we may be unable to obtain such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue to offer securities to investors and cause the valueadditional shares of our Common Stock to significantly decline or be worthless.

We face a numbermay have the effect of additional risks related todiluting the operationsearnings per share and book value per share, as well as the stock ownership and voting rights of the currently outstanding shares of our business.

You should carefully consider eachPreferred Stock and Common Stock. Authorized but unissued shares will be available for issuance, and we may issue such shares in future financings or otherwise. If we issue additional shares, the ownership interest of the risk factors set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 in evaluating our business and prospects. The risks and uncertainties described in this proxy statement are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks actually occur, our business and financial results could be harmed. In that case the trading priceholders of our common stock could decline.

Contact InformationPreferred Stock and Common Stock would be diluted.

The name, mailing address, and telephone numberadditional shares of Common Stock that would become available for issuance if the Reverse Stock Split is implemented could also be used by the Company’s management to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions that are favored by a majority of the principal executive officesstockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. The Board has no plans to use any of the parties toadditional shares of Common Stock that would become available following the Acquisition are:

approval of the Reverse Stock Split, if any, for any such purposes.

Dream Partner,Accounting Matters. The par value per share of the SellersCommon Stock would remain unchanged after the Reverse Stock Split. As a result, on the effective date of the Reverse Stock Split, the stated capital on the balance sheet attributable to the Common Stock will be reduced proportionally, based on the exchange ratio of the Reverse Stock Split, from its present amount, and Wintusthe additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share Common Stock net income or loss and net book value will be increased because there will be fewer shares of the Common Stock outstanding. The Company does not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.

House 81, Seasons Villas, Kam Tin, NT, Hong Kong

Email: 1300188392@qq.com

Attention: Yan Chi Keung, CEO

Other Effects on Outstanding Shares. If the Reverse Stock Split is implemented, the rights and preferences of the outstanding shares of the Common Stock would remain the same after the Reverse Stock Split. Each share of Common Stock issued pursuant to the Reverse Stock Split would be fully paid and non-assessable. The CompanyReverse Stock Split would result in some stockholders owning “odd-lots” of less than 100 shares of the Common Stock. Brokerage commissions and Shineco Life

RM 3D-1603 New World Center Apartment, Chong Wen Men Wai Blvd, Beijing 100062,

People’s Republicother costs of China

Email: secretary@shineco.tech

Attention: CEOtransactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

Cautionary Statement Concerning Forward-Looking InformationNo Appraisal Rights. Under the DGCL, stockholders are not entitled to appraisal rights with respect to the proposed Reverse Stock Split and amendment to our articles of incorporation.

United States Federal Income Tax Consequences of the Reverse Stock Split. The following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split to a stockholder (hereinafter a “U.S. stockholder”) that is a “United States person,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). It does not purport to be a complete discussion of all of the possible U.S. federal income tax consequences of the Reverse Stock Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. In addition, the discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our shares through such entities. The discussion below is based on the provisions of the U.S. federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This proxy statementsummary also assumes that the shares held by the stockholder prior to the Reverse Stock Split (“Old Shares”) were, and the documents to which we refer you in this proxy statement contain “forward-looking statements”shares owned by the stockholders immediately after the Reverse Stock Split (“New Shares”) will be, owned as “capital assets,” as defined byin the Private Securities Litigation Reform ActCode (generally, property held for investment). The tax treatment of 1995 that involve risks, uncertainties,a stockholder may vary depending upon the particular facts and assumptions that are difficult to predict. These forward-looking statements include information concerningcircumstances of such stockholder. The discussion below regarding the Company’s plans, objectives, goals, strategies, future events, future revenues, performance, capital expenditures, financing needs and other information thatU.S. federal income tax consequences of the Reverse Stock Split is not historical information. When used in this proxy statement andbinding on the documentsInternal Revenue Service or the courts. Accordingly, each stockholder is urged to which we refer you in this proxy statement,consult with his or her own tax advisor with respect to the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “should,” “seeks,” and variationstax consequences of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, the Company’s examination of historical operating trends, are based upon the Company’s current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and assumptions, but there can be no assurance that the Company will realize its expectations or that the Company’s assumptions will prove correct.Reverse Stock Split.

In additionNo gain or loss should be recognized by a U.S. stockholder upon such stockholder’s exchange (or deemed exchange) of Old Shares for New Shares pursuant to other factors and matters contained or incorporated in this document, we believe the following factors could cause actual results to differ materially from those discussedReverse Stock Split. The aggregate tax basis (and the holding period) of the New Shares received in the forward-looking statements:

Other risksReverse Stock Split should be the same as such stockholder’s aggregate tax basis (and holding period) in the Old Shares being exchanged. Special tax basis and uncertainties applicableholding period rules may apply to our business set forth in our filings withholders that acquired different blocks of stock at different prices or at different times. Holders should consult their own tax advisors as to the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.applicability of these special rules to their particular circumstances.

ManyPotential Anti-Takeover Effect Of Certain Provisions. Tender offers or other non-open market acquisitions of stock are usually made at prices above the prevailing market price. In addition, acquisitions of stock by persons attempting to acquire control through market purchases may cause the market price of the factorsstock to reach levels which are higher than would otherwise be the case. By increasing the number of shares available to authorize and issue, the Company has caused a potential anti-takeover effect by creating potential dilution to the number of outstanding shares. Such dilution will cause a party attempting a takeover to be required to buy more shares of the Company stock and to expend additional resources to accomplish such a measure.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THIS PROPOSAL NO. 1.

PROPOSAL NO. 2 – APPROVAL OF THE INCREASE IN AUTHORIZED COMMON STOCK

Proposal

Our Certificate of Incorporation, as amended to date, currently authorizes the issuance of 105,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $0.001 per share. We have proposed to increase the authorized shares of Common Stock from 100,000,000 shares of Common Stock to 150,000,000 shares of Common Stock and, in order to effect this change, the total number of shares of capital stock authorized in the Certificate of Incorporation, as amended, would correspondingly increase from 105,000,000 to 155,000,000 (the “Charter Amendment”). The Charter Amendment would not change the total number of authorized shares of Preferred Stock.

On January 4, 2024, our Board of Directors voted unanimously to recommend to the stockholders that the Certificate of Incorporation, be amended to increase the number of shares of Common Stock authorized for issuance to 150,000,000 shares. Under Delaware corporate law, we are required to obtain approval from stockholders to amend the Company’s Certificate of Incorporation to increase the number of shares of Common Stock authorized for issuance. If the Charter Amendment is approved by the stockholders at the Annual Meeting, the Charter Amendment will be effective upon the filing of a certificate of amendment setting forth such amendment with the Secretary of State of the State of Delaware (or at such later time as may be specified therein), which filing is expected to occur promptly after the Annual Meeting.

The full text of the form of the Charter Amendment, which would replace Paragraph (a) of Article Fourth of the Company’s Certificate of Incorporation in its entirety, is attached as Annex B to this proxy statement.

Purpose of the Amendment

The Board of Directors believes that it is important to have available for issuance a number of authorized shares of Common Stock that will determine ourbe adequate to provide for future results are beyond our abilitystock issuances to control or predict. We cannot guarantee anymeet future results, levels of activity, performance, or achievements. In lightcorporate needs. The additional authorized shares would also be available for issuance from time to time in the discretion of the significant uncertainties inherentBoard of Directors, without further stockholder action except as may be required for a particular transaction by law or the rules and regulations of Nasdaq. The shares of Common Stock would be issuable for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of either equity or convertible debt, stock dividends, stock splits, or issuances under current and future stock plans. The Board of Directors believes that these additional shares will provide us with needed flexibility to issue shares in the forward-looking statements, readers should not place undue reliance on forward- looking statements, which speak only as offuture without the date on which the statements were madepotential expense and it should not be assumed that the statements remain accurate as of any future date.

You should carefully consider the cautionary statements contained or referred to in this section in connectiondelay associated with any subsequent forward-looking statements that may be issued by us or persons acting on our behalf.obtaining stockholder approval for a particular issuance.

Business ConductedRights of Additional Authorized Shares

The authorization of additional shares of Company Stock will not, by itself, have any effect on the rights of present stockholders. Any such additional authorized shares of Common Stock, if and when issued, would be part of the Company’s existing class of Common Stock and would have the same rights and privileges as the shares of Common Stock currently outstanding.

Potential Adverse Effects of Amendment

Future issuances of Common Stock could have a dilutive effect on the Company’s earnings per share, book value per share and the voting power and interest of current stockholders. In addition, the availability of additional shares of Common Stock for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company or inhibit the removal of incumbent management. For example, the issuance of the newly authorized shares of Common Stock could be used to deter or prevent a change of control through dilution of stock ownership of persons seeking to take control or by rendering a transaction proposed by such persons more costly. However, the Board of Directors is not aware of any third-party attempts to assume control of the Company and has not presented this Proposal No. 2 with the intent that it be utilized as an anti-takeover device or to inhibit the removal of incumbent management.

Interests of Certain Persons in the Proposal

Certain of our officers and directors have an interest in the proposal as a result of their ownership of shares of our Common Stock. However, we do not believe that our officers or directors have interests in the proposal that are different from or greater than those of any of our other stockholders.

Effectiveness of Amendment

If the proposed amendment is adopted, it will become effective upon the filing of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company expects to file promptly after the Annual Meeting. If the proposed amendment is not approved by the Company’s stockholders, the number of authorized shares of Common Stock will remain unchanged.

Required Vote

The affirmative vote of the majority of the outstanding shares of Common Stock entitled to vote thereon which are present in person or represented by proxy at the meeting will be necessary to approve the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of capital stock from 105,000,000 to 155,000,000 shares, consisting of 150,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.

Any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote against this proposal. Accordingly, it is important that beneficial owners instruct their brokers how they wish to vote their shares on this proposal.

Shienco, Inc.:OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

Shineco, Inc. is a holding company incorporated in Delaware. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through the operating entities established in the People’s Republic of China, or the PRC, primarily the variable interest entities (the “VIEs”). We do not have any equity ownership of the VIEs, instead we are entitled to receive the economic benefits of the VIEs’ business operations through certain contractual arrangements. Our common stock that currently listed on the Nasdaq Capital Markets are shares of our Delaware holding company that maintains service agreements with the associated operating companies. The Chinese regulatory authorities could disallow our structure, which could result in a material change in our operations and the value of our securities could decline or become worthless.

We use our subsidiaries and the VIEs’ vertically and horizontally integrated production, distribution, and sales channels to provide health and well-being focused plant-based products. Our products are only sold domestically in China. We utilize modern engineering technologies and biotechnologies to produce, among other products, Chinese herbal medicines, organic agricultural produce, and specialized textiles. Through our newly acquired subsidiary, Biowin, which is specializing in development, production and distribution of innovative rapid diagnostic products and related medical devices for the most common diseases, we also stepped into the Point-of-Care Testing industry.

“Dream PartnerFOR:” THIS PROPOSAL NO. 2.

Dream Partner is a holding corporation incorporated under the laws of British Virgin Islands. As a holding company with no material operations of its own, Dream Partner conducts substantially all of its operations through Wintus, the operating entity established in the PRC (including its subsidiaries as the “Wintus Group”).

The Wintus Group is mainly engaged in the production, processing and trade of mulberry, cocoon, silk and silk products, and has the largest silkworm base and silk reeling and silk weaving factory in Chongqing, China. Wintus works closely with research institutes and universities to carry out research on silkworm breeding, cocoon cultivation and silk production, and engages third-party factories and other partners for the refining and dyeing of silk raw materials, processing silk products into silk garments, bedding, silk scarves, and silk cultural and other luxury products. The Wintus Group then exports such silk products or sells such products domestically in China. Besides its primary silk products business, the Wintus Group also engages in fruit import and export, as well as car batteries export.

Reason for Engaging in the TransactionPROPOSAL NO. 3 - APPROVAL OF 2024 EQUITY INCENTIVE PLAN

After conducting extensive research on the market in which Dream Partner operates, including background and asset searches, our company diligently analyzed Dream Partner’ financials. Considering the outcomes of this comprehensive evaluation, it has been determined that acquiring a majority interest in Dream Partner is both advisable and in the best interestWe are seeking shareholder approval of our shareholders. This decision is2024 Equity Incentive Plan to authorize to reserve a resulttotal of a thorough understanding10,000,000 additional shares of the market dynamics and careful consideration of Dream Partner’ assets and financial performance. We believe this acquisition will not only contributeCommon Stock for issuance pursuant to the growth of our company but also create significant value for our shareholders in the long run.2024 Equity Incentive Plan, as described below.

Accounting TreatmentSummary of the Transaction2024 Equity Incentive Plan

The CompanyOn January 4, 2024, our Board of Directors authorized and Dream Partner prepare their respective financial statements in accordance with accounting principles generally accepted inapproved the United States of America (“GAAP”). The transaction will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, with The Company being considered the accounting acquiror. Accordingly, The Company will measure the assets acquired and liabilities assumed of Dream Partner based on their estimated fair values asadoption of the closing dateCompany’s 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), under which an aggregate of the transaction, with any excess aggregate closing consideration being allocated10,000,000 of our shares of Common Stock or options to goodwill. The Company will include in its resultspurchase shares of operations the resultsCommon Stock may be issued, and such number of Dream Partner’s operations after completionshares of the Acquisition.Common Stock shall be and is hereby reserved for such purpose.

Regulatory ApprovalsAdministration.

No federalAuthority to administer and manage the 2024 Equity Incentive Plan shall be vested in the Board of the Company or state regulatory requirements mustby the compensation committee set up for such purpose (the “Committee”). The Committee shall consist of two or more directors who are (i) “Independent Directors” (as such term is defined under the rules of the NASDAQ Stock Market) and (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3), which shall serve at the pleasure of the Board. The Board or the Committee administering the 2024 Equity Incentive Plan (the “Administrator”) shall have full power and authority to designate recipients of options and restricted stock, and to determine the terms and conditions of the respective option and restricted stock agreements (which need not be complied with or approval obtained in connection withidentical) and to interpret the Acquisition.provisions and supervise the administration of the 2024 Equity Incentive Plan.

Reports, Opinions, Appraisals

Opinion of Zhonghongcheng (Beijing) Asset Valuation Co., Ltd. (“Zhonghongcheng”)Eligibility.

The Company engaged Zhonghongcheng to render a written report, which we refer topersons eligible for participation in the 2024 Equity Incentive Plan as the report, to the Board as to the financial pointrecipients of view,options or restricted stock shall include directors, officers and employees of, and consultants and advisors to, the Company or any subsidiary; provided that incentive options may only be granted to employees of the proposed AcquisitionCompany and the Issuance contemplated therein, pursuant to the Purchase Agreement.any subsidiary.

Past Contacts, Transactions,Awards.

A maximum of 10,000,000 shares of the Company’s Common Stock, par value $0.001 per share shall be subject to the 2024 Equity Incentive Plan. The shares of Common Stock subject to the 2024 Equity Incentive Plan shall consist of unissued shares, treasury shares or Negotiationspreviously issued shares held by any subsidiary of the Company, and such number of shares of Common Stock shall be and is hereby reserved for such purpose.

Options.

The following chronology summarizespurchase price of each share of Common Stock purchasable under an incentive option shall be determined by the key meetings and events that led toAdministrator at the signingtime of grant, but shall not be less than 100% of the Purchase Agreement. This chronology does not purport to catalog every conversationFair Market Value of or amongsuch share of common stock on the Company’s executive team, our representatives, or other parties.date the option is granted.

The Company executive team regularly evaluatesterm of each option shall be fixed by the Company’s strategic directionAdministrator, but no incentive option shall be exercisable more than ten years after the date such option is granted and ongoing business plans with a view toward strengtheningin the Company’s business and enhancing stockholder value. As partcase of this evaluation,an incentive option granted to an optionee who, at the Company executive team has, from time to time, considered a varietysuch incentive option is granted, owns (within the meaning of strategic alternatives.

In December 12, 2020,Section 424(d) of the executive teamcode) more than 10% of the total combined voting power of all classes of stock of the Company consistingor of Jennifer Zhan, Xiqiao Liu, and Zheming Ren, heldany subsidiary, no such incentive option shall be exercisable more than five years after the date such incentive option is granted

Change of Control.

Upon the occurrence of a meeting with Yan Chi Keung,change in control, the representativesAdministrator may accelerate the vesting of Wintus. outstanding restricted stock, in whole or in part, as determined by the Administrator, in its sole discretion.

The purposeforegoing summary of the meeting was2024 Equity Incentive Plan is not purported to discussbe complete and is qualified in its entirety by reference to the products, strategies, and plans2024 Equity Incentive Plan, a copy of both companies.which has been included as Annex C to this Proxy Statement, as filed electronically with the SEC, which is available under the Company’s filings at www.sec.gov.

Between June and March 2023, the representatives of the two companies had subsequent meetings to finalize the engagement of third-party service providers for the transaction. This included discussions and decisions regarding the selection of legal counsels and auditors.OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

On April 19, 2023, the representatives reconvened to discuss the progress and current status of the due diligence process. This was followed by a meeting on April 24, 2023, where they focused on negotiating and finalizing the terms of the Purchase Agreement.“FOR” THIS PROPOSAL NO. 3.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Dream PartnerPROPOSAL NO. 4 — RE-ELECTION OF DIRECTORS

General OverviewOur Board consists of seven directors, all of whom have been nominated by the Nominating and Corporate Governance Committee of our Board (the “Nominating Committee”) and approved by our Board to stand for re-election as directors of the Company. Unless such authority is withheld, proxies will be voted for the re-election of the persons named below, each of whom has been designated as a nominee. If, for any reason, any nominee/director becomes unavailable for re-election, the proxies will be voted for such substitute nominee(s) as the Board may propose.

Dream Partner Limited (“Dream Partner”) is a holding company incorporated in British Virgin Islands. As a holding company with no material operationsWe believe that the collective skills, experiences, and qualifications of our own, we conduct a substantial majoritydirectors provide our Board with the expertise and experience necessary to advance the interests of our operations throughstockholders. While the operating entities established inNominating Committee of our Board does not have any specific, minimum qualifications that must be met by each of our directors, the People’s Republic of China, or the PRC.

Dream PartnerNominating Committee uses its subsidiaries integrated the production, processing, export and domestic trade of cocoon silk products in the whole industrial chain silk manufacturing, established for more than 20 years, committed to the research and development, production and sales of functional silk fabrics. Dream Partner owns several large-scale sericulture bases in China mainland, where we can use them to cultivate silkworm cocoons, which is the raw material for production of silk. Dream Partner also has production plant equipped with advanced equipment such as Italian rapier looms to produce silk fabric. Dream Partner’s products are sold domestically and globally, mainly in India. Dream Partner cooperates with a number of scientific research institutions to continuously innovate in silk fabric innovative research and development and market applications, and launch a variety of new functional silk fabrics, including waterproof, oilproof, antibacterial, antiviralcriteria to evaluate the qualifications and other aspectsskills 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 responsebusiness, exhibit commitment to market demand. Dream Partner advocates a healthy, comfortableenhancing stockholder value, and tasteful lifestyle, create economichave sufficient time to carry out their duties and social benefits with high value-added products,to provide insight and enhancespractical wisdom based on their past experiences.

The director nominees recommended by the core competitiveness of enterprises. Dream Partner generates revenue from the following three revenue streams:Board are as follows:

Processing and distributing agricultural produce as well as growing and cultivating mulberry trees and silkworm cocoons - Dream Partner currently conducts planting industrythe board recommends the RE-election of silkworm breeding and related agricultural products, and continues to develop the sericulture base. Dream Partner works closely with domestic scientific research institutions to promote mulberry seeds, silkworm seeds and advanced production modes according to local conditions, reduce the risk of sericulture planting, reduce labor intensity and increase farmers’ income. The adequate output and high quality of silkworm cocoons in our own sericulture base not only can ensure the fabric production of our own manufacturing, and also can satisfy the outside customers. Dream Partner also carries out fruit distribution business through cooperating with many domestic fruit traders, and continuously expand the domestic market with high quality imported fruits. Dream Partner mainly import high quality fruits from Southeast Asian countries, such as Thailand and Malaysia.these nominees:

Processing and distributing silk and silk fabrics as well as other by-products – Processing and distributing silk and silk fabrics is our major business. This revenue stream is conducted relying on our own bases and factory. Through the integrated operation system of trade, industry and agriculture, we can achieve real and controllable raw materials, production costs, production cycles. In the last 20 years of development, we have continued to innovate and upgrade, introduced advanced intelligent manufacturing equipment, improved production efficiency and product quality, developed innovative varieties, and had strong market competitiveness and won the recognition of new and old customers. Our silk fabric products are sold domestically and globally, mainly in India.

Distributing automotive battery for production of electric automotive - In 2020, Dream Partner began to export automotive battery of electric automotive to U.S. automakers. Due to the new policy requirements of “manufacturing returning to the United States” introduced in the United States in the second half of 2022, American automobile manufacturers have adjusted their procurement strategies accordingly and selected more products produced and assembled in the United States. After this, our revenue come from sales of automotive battery declined significantly.

Factors Affecting Financial Performance