UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2024
Commission
File Number: 001-38304
DOGNESS
(INTERNATIONAL) CORPORATION
(Registrant’s
name)
Tongsha
Industrial Estate, East District
Dongguan,
Guangdong
People’s
Republic of China 523217
+86
769-8875-3300
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY
NOTE
The
Registrant is filing this Report on Form 6-K to provide its proxy statement for its 2023 annual meeting of shareholders. With a record
date as of January 5, 2024, the meeting will be held on February 28, 2024, at 9:00 a.m. China Time (8:00 p.m. Eastern Time on February
27, 2024 and at the Registrant’s executive office at No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong, China.
Exhibits
The
following document is filed herewith:
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Dogness
(International) Corporation |
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|
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By: |
/s/
Silong Chen |
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Name: |
Silong
Chen |
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Title: |
Chief
Executive Officer |
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|
(Principal
Executive Officer) and |
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|
Duly
Authorized Officer |
Dated:
January 12, 2024
Exhibit
99.1
DOGNESS
(INTERNATIONAL) CORPORATION
NO.
16 N. DONGKE ROAD, TONGSHA INDUSTRIAL ZONE, DONGGUAN, GUANGDONG
PEOPLE’S
REPUBLIC OF CHINA
PROXY
STATEMENT AND NOTICE OF
ANNUAL
MEETING OF SHAREHOLDERS
FOR
THE FISCAL YEAR ENDED JUNE 30, 2023
| To
the shareholders of |
January
12, 2024 |
| Dogness
(International) Corporation |
Dongguan,
China |
To
our shareholders:
It
is my pleasure to invite you to our Annual Meeting of Shareholders for the fiscal year ended June 30, 2023 on February 28, 2024, at 9:00
a.m. China Time (8:00 p.m. Eastern Time on February 27, 2024). The meeting will be held at our executive office at No. 16 N. Dongke Road,
Tongsha Industrial Zone, Dongguan, Guangdong, China. The meeting will be held as a hybrid virtual and physical meeting. Shareholders
unable to attend in person may attend by visiting http://dogness.com/shareholdermeeting/2024february which will redirect
to the meeting website.
The
matters to be acted upon at the meeting are described in the Notice of Annual Meeting of Shareholders and Proxy Statement.
YOUR
VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY
BY EMAIL, THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT
YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.
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By
order of the Board of Directors, |
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|
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/s/
Silong Chen |
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Silong
Chen |
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Chairman |
NOTICE
OF ANNUAL MEETING
OF
SHAREHOLDERS FOR THE FISCAL YEAR ENDED JUNE 30, 2023
DOGNESS
(INTERNATIONAL) CORPORATION
| TIME: |
|
9:00
A.M., Beijing Time, on February 28, 2024
(8:00
P.M., Eastern Time, on February 27, 2024) |
| PLACE: |
|
No.
16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong, China. |
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|
|
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|
The
Meeting will also be held virtually http://dogness.com/shareholdermeeting/2024february. |
ITEMS
OF BUSINESS:
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(1) |
The
election of five members of the Board of Directors, each to serve a one-year term expiring at the Annual Meeting of Shareholders
for the fiscal year ended June 30, 2024 or until their successors are duly elected and qualified; |
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|
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(2) |
The
ratification of the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the
fiscal year ended June 30, 2023; |
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|
|
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(3) |
To
Transact any other business properly coming before the meeting. |
| WHO
MAY VOTE: |
You
may vote if you were a shareholder of record on January 5, 2024. |
| |
|
| DATE
OF MAILING: |
This
notice and the proxy statement are first being mailed to shareholders on or about January 15, 2024. |
| By
order of the Board of Directors, |
|
| |
|
| /s/
Silong Chen |
|
| Silong
Chen |
|
| Chairman |
|
ABOUT
THE ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED JUNE 30, 2023
What
am I voting on?
You
will be voting on the following:
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(1) |
The
election of five members of the Board of Directors, each to serve a term expiring at the Annual Meeting of Shareholders for the
fiscal year ended June 30, 2024 or until their successors are duly elected and qualified; |
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|
|
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(2) |
The
ratification of the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the
fiscal year ended June 30, 2023; |
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|
|
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(3) |
The
transaction of any other business properly coming before the meeting. |
Who
is entitled to vote?
You
may vote if you owned Class A shares or Class B shares of the Company as of the close of business on January 5, 2024. Each Class A share
is entitled to one vote, and each Class B share is entitled to ten votes on all matters subject to vote at the annual meeting. As of
January 5, 2024, we had 1,634,385 Class A shares (not including 25,000 Class A shares underlying options granted to management, and warrants
to purchase an aggregate of 35,986 Class A shares issued to the investors and the placement agent in the 2021 and 2022 offering)
and 9,069,000 Class B shares.
How
do I vote before the meeting?
If
you are a registered shareholder, meaning that you hold your shares in certificate form, you have three voting options:
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(1) |
By
Internet, which we encourage if you have Internet access, at the address shown on your proxy card; |
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|
|
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(2) |
By
email, by emailing your signed proxy card to akotlova@bizsolaconsulting.com; or |
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|
|
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(3) |
By
mail, by completing, signing and returning the enclosed proxy card. |
If
you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures.
Please follow the directions that your bank or broker provides.
May
I vote at the meeting?
If
you are a shareholder of record, you may vote in person at the meeting. If you hold your shares through an account with a bank or broker,
please follow the directions provided to you by your bank or broker. If you wish to vote in person at the meeting, please contact your
bank or broker to learn the procedures necessary to allow you to vote your shares in person. Even if you plan to attend the meeting,
we encourage you to vote your shares by proxy. You may vote by proxy through the Internet, by email, or by mail.
Can
I change my mind after I return my proxy?
You
may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may do this by (1) signing another
proxy card with a later date and returning it to us before the meeting, (2) voting again over the Internet prior to 4:00 p.m.,
Eastern Time, on February 27, 2024, (3) voting again by email prior to 4:00 p.m., Eastern Time, on February 27, 2024, or (4) voting
at the meeting if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.
What
if I return my proxy card but do not provide voting instructions?
Proxies
that are signed and returned but do not contain instructions will be voted “FOR” the election of all nominees under Proposal
1, and voted in favor of Proposal 2 and Proposal 3 in accordance with the best judgment of the named proxies on any other matters properly
brought before the meeting. Unsigned proxies will not be voted or counted.
What
does it mean if I receive more than one proxy card or instruction form?
It
indicates that your shares are registered differently and are in more than one account. To ensure that all shares are voted, please either
vote each account by email or on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in
the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.
How
can I attend the meeting?
The
meeting is open to all holders of the Company’s shares as of January 5, 2024. The meeting will be held as a hybrid virtual and
physical meeting. Shareholders unable to attend in person may attend by visiting http://dogness.com/shareholdermeeting/2024february,
which will redirect to the meeting website. Whether you attend in person or virtually, the Company recommends that shareholders arrive
at least a half-hour early to facilitate an on-time beginning to the meeting.
May
shareholders ask questions at the meeting?
Yes.
Representatives of the Company will answer questions of general interest at the end of the meeting. You may also submit questions in
advance via email to info@dogness.com. Such questions will also be addressed at the end of the meeting.
How
many votes must be present to hold the meeting?
Your
shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by
internet, email or mail. In order for us to conduct our meeting, at least one-half (1/2) of the voting power of each class of our
outstanding shares (i.e., one half of the voting power of the Class A shares and one half of the voting power of the Class B shares)
as of January 5, 2024 must be present in person or by proxy. This is referred to as a quorum. Abstentions will be counted for
purposes of establishing a quorum at the meeting. In the event we do not have quorum at the time set for the meeting, we are
required to adjourn the meeting until the following week, at which time quorum will be satisfied if shares representing at least
one-third (1/3) of the total issued voting power of our company are present in person or by proxy.
How
many votes are needed to approve the Company’s proposals?
Proposal
1. The nominees receiving the highest number of “For” votes will be elected as directors. This number is called a plurality.
Shares not voted will have no impact on the election of directors. The proxy given will be voted “For” each of the nominees
for director unless a properly executed proxy card is marked “Withhold” as to a particular nominee or nominees for director.
Proposal
2. The ratification of the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for
the fiscal year ended June 30, 2023 requires that a majority of the votes cast at the meeting be voted “For” the proposal.
A properly executed proxy card marked “Abstain” with respect to this proposal will not be voted.
PROPOSAL
ONE
ELECTION
OF DIRECTORS AND DIRECTOR BIOGRAPHIES
(ITEM
1 ON THE PROXY CARD)
A
brief biography of each Director follows. Our Board of Directors, upon the recommendation of the Nominating Committee, has nominated
five Directors for election to be on the Board of Directors for a one-year term expiring at the Annual Meeting of Shareholders for the
fiscal year ended June 30, 2024. You are asked to vote for these nominees to serve as members of the Board of Directors. All candidates
for the Board have consented to serve if elected.
Qingshen
Liu
Director
Nominee (Independent)
Age
— 52
Director
since 2018
Dr.
Qingshen Liu is an associate professor in the Faculty of Animal Science at South China Agriculture University. He has many years of experience
in teaching, research, and social services and focuses on commercial animal breeding, nutrition, and biotechnology. Dr. Liu’s vast
industry involvement includes senior roles at the Chinese Association of Animal Science and Veterinary Medicine, the Guangdong Zoological
Society, the Guangdong Association of Animal Husbandry and Veterinary Medicine, the Guangdong Pet Industry Technology Innovation Alliance,
the Guangdong Vocational Education Strategic Alliance for the pet industry, and the China Native Dog Protection Association. He is also
a consultant for the China Pet Health Nutrition Association, the Dongguan Pet Industry Association, and the Guangdong Province Science
and Technology Project. He is an editor of Kennel Technology and the Guangdong Journal of Animal and Veterinary Science. Dr. Qingshen
Liu holds a Ph.D in animal nutrition and feed science from South China Agricultural University. We have nominated Dr. Liu because of
his expertise in animal science and knowledge of research, product development and education.
Zhiqiang
Shao
Director
Nominee (Independent)
Age
— 51
Director
since 2017
Mr.
Shao has been an independent director since 2017. Since May 2015, Mr. Shao has been the Vice Risk Control Officer in Paisheng Technology
Group Co., Ltd, where he is responsible for implementing the company’s corporate risk control strategy. From March 2010 through
April 2015, Mr. Shao was the Financial and Risk Control Director at Dongguan Xiangbang Credit Guarantee Ltd. From November 2006 through
February 2010, Mr. Shao was the Financial and Risk Control Manager at China Zhongkezhi Guarantee Group Co., Ltd, Dongguan Branch. From
July 1996 to October 2006, Mr. Shao worked as the Financial Manager for Huiyang Wanli Plastic Products Co., Ltd/Dongguan Wanjia Toys
Co., Ltd. In July 1996, he graduated from a three-year college in Accounting, Shanghai Lixin Institute of Accounting and Finance (formerly
Shanghai Lixin College of Accounting), and earned his Bachelor in Financial Management from South China Normal University in May 2017.
We believe Mr. Shao’s experience with accounting and risk management make him a qualified member of our Board of Directors.
Changqing
Shi
Director
Nominee (Independent)
Age
– 43
Director
since 2020
Mr.
Shi has been nominated to serve on our Board of Directors. Since September 2019, Mr. Shi has been the Deputy General Manager of Dongguan
Newspaper Culture Communication Co., Ltd. From May 2018 through August 2019, he was Executive Dean of Duowei Training Institute. From
April 2017 through April 2018, Mr. Shi was Vice Principal of Guangdong School of Science and Technology. From September 2016 through
March 2017, he was Vice Principal of Dongguan Yuehua School. From May 2014 through August 2016, Mr. Shi was the Chief Counselor of the
Dongguan Youth Leadership Program. Mr. Shi earned his B.A. from Yantai Normal University and is studying for a master’s degree
in cultural industry management from Peking University. We have nominated Mr. Shi to serve as a member of our Board of Directors due
to his media experience and corporate governance experience, which we are hopeful will benefit Dogness’ efforts to promote its
products and brand and to further Dogness’ efforts to grow as a public company. If elected, Mr. Shi will serve on the Nominating
and Corporate Governance, Compensation and Auditing Committees and will serve as the Chairman of the Nominating and Corporate Governance
Committee, while Mr. Liu will become Chairman of the Compensation Committee.
Silong
Chen
Director
Nominee and Chief Executive Officer
Age
— 43
Director
since 2017
Mr.
Chen serves as our Chief Executive Officer and Chairman of our Board of Directors. Mr. Chen founded our Chinese subsidiary in 2003 and
has more than 20 years of experience in the pet products industry. Mr. Chen created the brand Dogness in 2008. Since 2017, Mr.
Chen has served as the executive director of the Guangdong Province Economic Research Institute. We have nominated Mr. Chen to serve
as a director because of his expertise and experience in the pet supply industry.
Aihua
Cao
Director
Nominee and Chief Financial Officer
Age
—56
Director
since 2023
Ms.
Cao serves as our Chief Financial Officer. Prior to this position, Ms. Cao served as the Finance and Accounting Manager of the Company
since 2015. Ms. Cao has more than 32 years of experience in financing and accounting, and is specialized in financial system construction,
financial investment, business analysis, tax planning, and cost control. Ms. Cao received her bachelor’s degree from Hunan University
of Finance and Economics in 1991. We have chosen Dr. Chen as our Chief Financial Officer because of her knowledge and experience with
U.S. GAAP and SEC reporting and compliance requirements. We have chosen Dr. Chen to serve as a director because of her experience with
financial matters and her knowledge of our company’s operations.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, none of our directors or officers has been convicted in a criminal proceeding, excluding traffic violations
or similar misdemeanors, nor has any been a party to any judicial or administrative proceeding during the past five years that resulted
in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without
sanction or settlement. Except as set forth in our discussion in “Related Party Transactions,” our directors and officers
have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant
to the rules and regulations of the SEC.
Board
Leadership Structure
Mr.
Silong Chen currently holds both the positions of Chief Executive Officer and Chairman of the Board. These two positions have not been
consolidated into one position; Mr. Chen simply holds both positions at this time. As a smaller public company, we believe it is in the
company’s best interest to allow the company to benefit from guidance from key members of management in a variety of capacities.
We do not have a lead independent director and do not anticipate having a lead independent director because we will encourage our independent
directors to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because
we are a relatively small public company.
Risk
Oversight
Our
Board of Directors plays a significant role in our risk oversight. The Board of Directors makes all relevant Company decisions. As such,
it is important for us to have our Chief Executive Officer serve on the Board as he plays a key role in the risk oversight of the Company.
As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all
of our directors in risk oversight matters.
WE
RECOMMEND THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES
TO THE BOARD OF DIRECTORS.
PROPOSAL
TWO
RATIFICATION
OF THE APPOINTMENT OF AUDIT ALLIANCE LLP
(ITEM
2 ON THE PROXY CARD)
What
am I voting on?
A
proposal to ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the
fiscal year ended June 30, 2023. The Audit Committee of the Board of Directors has appointed Audit Alliance LLP to serve as the Company’s
fiscal year 2023 independent registered public accounting firm. Although the Company’s governing documents do not require the submission
of this matter to shareholders, the Board of Directors considers it desirable that the appointment of Audit Alliance LLP be ratified
by shareholders.
Has
the Company changed its independent registered public accounting firm during its two most recent fiscal years?
No.
Audit Alliance LLP served as the Company’s independent registered public accountant for the year ended June 30, 2022 and for the
year ended June 30, 2023.
What
services does Audit Alliance LLP provide?
Audit
services provided by Audit Alliance LLP for fiscal 2023 included the examination of the consolidated financial statements of the Company
and services related to periodic filings made with the SEC.
Will
a representative of Audit Alliance LLP be present at the meeting?
One
or more representatives of Audit Alliance LLP may be present at the meeting. The representatives will have an opportunity to make a statement
if they desire and will be available to respond to questions from shareholders.
What
if this proposal is not approved?
If
the appointment of Audit Alliance LLP is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.
WE
RECOMMEND THAT YOU VOTE FOR THE RATIFICATION OF
AUDIT
ALLIANCE LLP AS THE COMPANY’S FISCAL 2023 INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM.
BOARD
OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION
What
if a nominee is unwilling or unable to serve?
Each
nominee listed in the Proxy Statement has agreed to serve as a director, if reelected. If for some unforeseen reason a nominee becomes
unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board of Directors.
How
are directors compensated?
All
directors hold office until the next annual meeting of shareholders at which they are re-elected or until their successors have been
duly elected and qualified. Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not
receive any compensation for their services. Non-employee directors are entitled to receive such remuneration as our board of directors
may determine or change from time to time for serving as directors and may receive incentive option grants from our company. In addition,
each non-employee director is entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected
to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise
in connection with the discharge of his or her duties as a director.
How
does the Board determine which directors are independent?
The
Board of Directors reviews the independence of each director yearly. During this review, the Board of Directors considers transactions
and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine
whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable
law, listing standards and the Company’s director independence standards. The Company believes that it maintains a majority of
independent directors who are deemed to be independent under the definition of independence provided by NASDAQ Listing Rule 5605(a)(2).
What
role does the Nominating Committee play in selecting nominees to the Board of Directors?
Two
of the primary purposes of the Board’s Nominating Committee are (i) to develop and implement policies and procedures that are intended
to ensure that the Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company
and its shareholders and (ii) to identify individuals qualified to become members of the Board of Directors and to recommend to the Board
of Directors the director nominees for the annual meeting of shareholders. The Nominating Committee is also responsible for considering
candidates for membership on the Board of Directors submitted by eligible shareholders. The Nominating Committee’s charter is available
on the Company’s website at www.dogness.com under Investor Relations and in print upon request. The Nominating Committee
of the Company’s Board of Directors was the only entity or person to nominate and/or recommend any of the director nominees.
Are
the members of the Nominating Committee independent?
Yes.
All members of the Nominating Committee have been determined to be independent by the Board of Directors.
How
does the Nominating Committee identify and evaluate nominees for director?
The
Nominating Committee considers candidates for nomination to the Board of Directors from a number of sources. Current members of the Board
of Directors are considered for re-election unless they have notified the Company that they do not wish to stand for re-election. The
Nominating Committee also considers candidates recommended by current members of the Board of Directors, members of management or eligible
shareholders. From time to time the Board may engage a firm to assist in identifying potential candidates, although the Company did not
engage such a firm to identify any of the nominees for director proposed for election at the meeting. The Nominating Committee evaluates
all candidates for director, regardless of the person or firm recommending such candidate, on the basis of the length and quality of
their business experience, the applicability of such candidate’s experience to the Company and its business, the skills and perspectives
such candidate would bring to the Board of Directors and the personality or “fit” of such candidate with existing members
of the Board of Directors and management. The nominating committee does not have a specific policy in place with regard to the consideration
of diversity when identifying director nominees; however, the nominating committee does consider diversity of opinion and experience
when nominating directors.
What
are the Nominating Committee’s policies and procedures for considering director candidates recommended by shareholders?
The
Nominating Committee will consider all candidates recommended by shareholders. A shareholder wishing to recommend a candidate must submit
the following documents to the Secretary of the Company at No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong, China:
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● |
a
recommendation that identifies the name and address of the shareholder and the person to be nominated; |
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● |
the
written consent of the candidate to serve as a director of the Company, if elected; |
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● |
a
description of all arrangements between the shareholders and such nominee pursuant to which the nomination is to be made; and |
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● |
such
other information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules
of the SEC. |
If
the candidate is to be evaluated by the Nominating Committee, the Secretary will request a detailed resume, an autobiographical statement
explaining the candidate’s interest in serving as a director of the Company, a completed statement regarding conflicts of interest,
and a waiver of liability for a background check from the candidate.
What
are the minimum qualifications required to serve on the Company’s Board of Directors?
All
members of the Board of Directors must possess the following minimum qualifications as determined by the Nominating Committee:
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● |
A
director must demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision; |
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● |
A
director must be prepared to represent the best interests of all Company shareholders, and not just one particular constituency; |
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● |
A
director must have a record of professional accomplishment in his or her chosen field; and |
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|
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● |
A
director must be prepared and able to participate fully in Board activities, including membership on committees. |
What
other considerations does the Nominating Committee consider?
The
Nominating Committee believes it is important to have directors from various backgrounds and professions in order to ensure that the
Board of Directors has a wealth of experiences to inform its decisions. Consistent with this philosophy, in addition to the minimum standards
set forth above, business and managerial experience and an understanding of financial statements and financial matters are very important.
How
may shareholders communicate with the members of the Board of Directors?
Shareholders
and others who are interested in communicating directly with members of the Board of Directors, including communication of concerns relating
to accounting, internal accounting controls or audit matters, or fraud or unethical behavior, may do so by writing to the directors at
the following address:
Name
of Director or Directors
c/o
Secretary
No.
16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong
People’s
Republic of China
Does
the Company have a Code of Business Ethics and Conduct?
The
Company has adopted a Code of Business Ethics and Conduct, which is applicable to all directors, officers and associates of the Company,
including the principal executive officer and the principal financial and accounting officer. The complete text of the Code of Business
Ethics and Conduct is available on the Company’s web site at www.dogness.com and is also available in print upon request.
The Company intends to post any amendments to or waivers from its Code of Business Ethics and Conduct (to the extent applicable to the
Company’s principal executive officer and principal financial and accounting officer) at this location on its web site.
How
often did the Board meet or act by consent in Fiscal 2023?
Our
Board acted by written consent or held meetings three (3) times in connection with matters related to the fiscal year ended June 30,
2023. Our Board has an Audit Committee, a Compensation Committee and a Nominating Committee. The Audit Committee acted by written consent
or held meetings three (3) times during the fiscal year ended June 30, 2023. The Compensation Committee acted by written consent or held
meetings two (2) times during the fiscal year ended June 30, 2023. The Nominating Committee acted by written consent or held meetings
two (2) times by unanimous written consent during the fiscal year ended June 30, 2023. Each incumbent director attended all of the meetings
of the Board of Directors and of the standing committees of which he or she was a member during fiscal 2023. The Board invites, but does
not require, directors to attend the annual meeting of shareholders.
What
are the committees of the Board?
During
fiscal 2023, the Board of Directors had standing Audit, Nominating, and Compensation Committees. The members of each of the Committees
as of June 30, 2023, their principal functions and the number of meetings held during the fiscal year ended June 30, 2023 are shown
below.
Compensation
Committee
The
members of the Compensation Committee were:
Qingshen
Liu, Chairman
Zhiqiang
Shao
Changqing
Shi
The
Compensation Committee acted by written consent or held meetings two (2) times during the year ended June 30, 2023. The Compensation
Committee’s charter is available on the Company’s website at www.dogness.com under Investor Relations and in print
upon request. The Compensation Committee’s principal responsibilities include:
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● |
Making
recommendations to the Board of Directors concerning executive management organization matters generally; |
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● |
In
the area of compensation and benefits, making recommendations to the Board of Directors concerning employees who are also directors
of the Company, consult with the CEO on matters relating to other executive officers, and make recommendations to the Board of Directors
concerning policies and procedures relating to executive officers; |
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|
| |
● |
Making
recommendations to the Board of Directors regarding all contracts of the Company with any officer for remuneration and benefits after
termination of regular employment of such officer; |
| |
|
|
| |
● |
Making
recommendations to the Board of Directors concerning policy matters relating to employee benefits and employee benefit plans, including
incentive compensation plans and equity based plans; and |
| |
|
|
| |
● |
Administering
the Company’s formal incentive compensation programs, including equity based plans. |
The
Compensation Committee may not delegate its authority to other persons. Similarly, the Compensation Committee has not engaged a compensation
consultant to assist in the determination of executive compensation issues. While the Company’s executives will communicate with
the Compensation Committee regarding executive compensation issues, the Company’s executive officers do not participate in any
executive compensation decisions.
Audit
Committee
The
members of the Audit Committee were:
Zhiqiang
Shao, Chairman
Qingshen
Liu
Changqing
Shi
The
Audit Committee held three (3) meetings during the year ended June 30, 2023. The primary responsibility of the Audit Committee is to
assist the Board of Directors in monitoring the integrity of the Company’s financial statements and the independence of its external
auditors. The Company believes that each of the members of the Audit Committee is “independent” and that Mr. Shao qualifies
as an “audit committee financial expert” in accordance with applicable NASDAQ Capital Market listing standards. In carrying
out its responsibility, the Audit Committee undertakes to:
| |
● |
Review
and recommend to the directors the independent auditors to be selected to audit the financial statements of the Company; |
| |
|
|
| |
● |
Meet
with the independent auditors and management of the Company to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the
independent auditors; |
| |
|
|
| |
● |
Review
with the independent auditors and financial and accounting personnel the adequacy and effectiveness of the accounting and financial
controls of the Company. The Audit Committee elicits recommendations for the improvement of such internal control procedures or particular
areas where new or more detailed controls or procedures are desirable. The Audit Committee emphasizes the adequacy of such internal
controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper; |
| |
|
|
| |
● |
Review
the internal accounting function of the Company, the proposed audit plans for the coming year and the coordination of such plans
with the Company’s independent auditors; |
| |
|
|
| |
● |
Review
the financial statements contained in the annual report to shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and contents of the financial statements to be presented to the shareholders; |
| |
|
|
| |
● |
Provide
sufficient opportunity for the independent auditors to meet with the members of the Audit Committee without members of management
present. Among the items discussed in these meetings are the independent auditors’ evaluation of the Company’s financial,
accounting, and auditing personnel, and the cooperation that the independent auditors received during the course of the audit; |
| |
|
|
| |
● |
Review
accounting and financial human resources and succession planning within the Company; |
| |
|
|
| |
● |
Submit
the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each committee meeting with, the Board
of Directors; and |
| |
|
|
| |
● |
Investigate
any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose, if,
in its judgment, that is appropriate. |
The
Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting
controls and auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
Nominating
Committee
The
members of the Nominating Committee were:
Changqing
Shi, Chairman
Zhiqiang
Shao
Qingshen
Liu
The
Nominating Committee held two (2) meetings during the fiscal year ended June 30, 2023. All members of the Nominating Committee are independent,
as such term is defined by the NASDAQ Capital Market listing standards. The Nominating Committee undertakes to:
| |
● |
Identify
individuals qualified to become members of the Board of Directors and to make recommendations to the Board of Directors with respect
to candidates for nomination for election at the next annual meeting of shareholders or at such other times when candidates surface
and, in connection therewith, consider suggestions submitted by shareholders of the Company; |
| |
|
|
| |
● |
Determine
and make recommendations to the Board of Directors with respect to the criteria to be used for selecting new members of the Board
of Directors; |
| |
|
|
| |
● |
Oversee
the process of evaluation of the performance of the Company’s Board of Directors and committees; |
| |
|
|
| |
● |
Make
recommendations to the Board of Directors concerning the membership of committees of the Board and the chairpersons of the respective
committees; |
| |
|
|
| |
● |
Make
recommendations to the Board of Directors with respect to the remuneration paid and benefits provided to members of the Board in
connection with their service on the Board or on its committees; and |
| |
|
|
| |
● |
Evaluate
Board and committee tenure policies as well as policies covering the retirement or resignation of incumbent directors. |
The
Board of Directors has determined to provide a process by which shareholders may communicate with the Board as a whole, a Board committee
or individual director. Shareholders wishing to communicate with the Board as a whole, a Board committee or an individual member may
do so by sending a written communication addressed to the Board of Directors of the Company or to the committee or to an individual director,
c/o Secretary, Dogness (International) Corporation, No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong, China. All communications
will be compiled by the Secretary of the Company and submitted to the Board of Directors or the addressee not later than the next regular
Board meeting.
MANAGEMENT
— BUSINESS HISTORY OF EXECUTIVE OFFICERS
For
information as to the business history of our Chief Executive Officer and Chairman of the Board of Directors, Mr. Silong Chen, and our
Chief Financial Officer, Aihua Cao, see the section “Proposal One: Election of Directors” elsewhere in this Proxy Statement.
EMPLOYMENT
AGREEMENTS WITH THE COMPANY’S
NAMED
EXECUTIVE OFFICERS
Our
employment agreements with our executive officers generally provide for a salary to be paid monthly. The agreements also provide that
executive officers are to work full time for our company and are entitled to all legal holidays as well as other paid leave in accordance
with PRC laws and regulations and our internal work policies. The employment agreements also provide that we will pay for all mandatory
social insurance programs for our executive officers in accordance with PRC regulations. In addition, our employment agreements with
our executive officers prevent them from rendering services for our competitors for so long as they are employed.
Other
than the salary, bonuses, equity grants and necessary social benefits required by the government, which are defined in the employment
agreements, we currently do not provide other benefits to the officers. Our executive officers are not entitled to severance payments
upon the termination of their employment agreement or following a change in control. We are not aware of any arrangement that may at
a subsequent date, result in a change of control of our company. We have not provided retirement benefits (other than a state pension
scheme in which all of our employees in China participate) or severance or change of control benefits to our named executive officers.
Under
Chinese law, we may terminate an employment agreement without penalty by providing the employee thirty days’ prior written notice
or one month’s wages in lieu of notice if the employee is incompetent or remains incompetent after training or adjustment of the
employee’s position in other limited cases. If we wish to terminate an employment agreement in the absence of cause, then we are
obligated to pay the employee one month’s salary for each year we have employed the employee. We are, however, permitted to terminate
an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions
have resulted in a material adverse effect to us.
Silong
Chen
On
May 28, 2017, we entered a written employment agreement with Mr. Chen. Under the terms of Mr. Chen’s employment agreement, he is
entitled to base compensation of $10,000 per month. Mr. Chen received options to purchase 360,000 Class A shares for a purchase
price of $1.50 per share, which options will vest monthly at a rate of 10,000 per month for the next three years following the completion
of our initial public offering, with the first tranche vesting one month after completion of the offering. Mr. Chen’s employment
agreement has no expiration date but may be terminated immediately for cause or at any time by either party upon presentation of 30 days’
prior notice in the event he is unable to perform assigned tasks or the parties are unable to agree to changes to his employment agreement.
All of such options have vested.
Aihua
Cao
Effective
August 16, 2023, we entered a written employment agreement with Aihua Cao to serve as our Chief Financial Officer. Under the terms of
Aihua Cao’s employment agreement, she was entitled to base compensation of $3,500 per month.
Yunhao
Chen (from 2019 to August 2023)
Dr.
Chen served as our Chief Financial Officer and a director from 2019 to August 2023. Prior to joining our company, Dr. Chen served as
the CFO for a US company since 2014, where she directed and managed the company’s financial reporting and accounting functions.
With a Ph.D. in Accounting and an MBA from the University of Minnesota, and a BE degree from University of International Business and
Economics of China, Dr. Chen has also been active in the academic area. From 2007 to 2014, Dr. Chen has been a faculty member at Florida
International University and University of Miami. From 2011 till present, she has been teaching at Southern Medical University as a Visiting
Professor (Healthcare MBA). We have chosen Dr. Chen as our Chief Financial Officer because of her knowledge and experience with U.S.
GAAP and SEC reporting and compliance requirements. She holds a CPA license and has conducted analyses and research of a large amount
of formal filings of SEC registrants, with focuses on financial disclosure, capital market anomaly, business valuation, internal control
and auditing, corporate tax avoidance, and earnings-returns relation. Dr. Chen also published research results in both accounting and
finance journals such as Journal of American Tax Association, Journal of Information System, and Financial Management. We chose Dr. Chen
to serve as a director because of her experience with financial matters and her knowledge of our company’s operations. Dr. Chen
has resigned as the Company’s Chief Financial Officer effective August 1, 2023.
SUMMARY
COMPENSATION TABLE
The
following table shows the annual compensation paid by us for the year ended June 30, 2023 to Silong Chen, our principal executive officer,
and Aihua Cao, our principal financial officer. No other officer had a salary during either of the previous two years of more than $100,000.
| Name and principal position | |
Salary | | |
Bonus | | |
Option Awards | | |
All Other Compensation | | |
Total | |
Silong Chen
Chief Executive Officer | |
$ | 120,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 120,000 | |
Yunhao Chen*
Chief Financial Officer | |
$ | 150,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 150,000 | |
1.
Yunhao Chen resigned since August 1, 2023;
2.
Aihua Cao is our current Chief Financial Officer. Effective August 16, 2023, Aihua Cao started to serve as our Chief Financial Officer.
Under the terms of Aihua Cao’s employment agreement, she was entitled to base compensation of $3,500 per month.
AUDIT
COMMITTEE REPORT AND FEES PAID TO
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Who
served on the Audit Committee of the Board of Directors during fiscal year 20223
The
members of the Audit Committee as of June 30, 2023 were Zhiqiang Shao, Chairman, Qingshen Liu and Changqing Shi. Each member of the Audit
Committee is independent under the rules of the SEC and the NASDAQ Capital Market. The Board of Directors has determined that Mr. Shao,
who is an independent director, is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation
S-K promulgated under the Exchange Act.
What
document governs the activities of the Audit Committee?
The
Audit Committee acts under a written charter, which sets forth its responsibilities and duties, as well as requirements for the Audit
Committee’s composition and meetings. The Audit Committee Charter is available on the Company’s website at dogness.com
under Investor Relations.
How
does the Audit Committee conduct its meetings?
During
fiscal 2023, the Audit Committee met with the senior members of the Company’s financial management team and the Company’s
independent registered public accounting firm. The Audit Committee’s agenda was established by the Chairman. At each meeting, the
Audit Committee reviewed and discussed various financial and regulatory issues. The Audit Committee also had private, separate sessions
from time to time with representatives of the Company’s independent registered public accounting firm, at which meetings candid
discussions of financial management, accounting and internal control issues took place.
Does
the Audit Committee review the periodic reports and other public financial disclosures of the Company?
The
Audit Committee reviews each of the Company’s quarterly and annual reports, including Management’s Discussion of Results
of Operations and Financial Condition. As part of this review, the Audit Committee discusses the reports with the Company’s management
and considers the audit and review reports prepared by the independent registered public accounting firm about the Company’s quarterly
and annual reports, as well as related matters such as the quality (and not just the acceptability) of the Company’s accounting
principles, alternative methods of accounting under generally accepted accounting principles and the preferences of the independent registered
public accounting firm in this regard, the Company’s critical accounting policies and the clarity and completeness of the Company’s
financial and other disclosures.
What
is the role of the Audit Committee in connection with the financial statements and controls of the Company?
Management
of the Company has primary responsibility for the financial statements and internal control over financial reporting. The independent
registered public accounting firm has responsibility for the audit of the Company’s financial statements and internal control over
financial reporting. The responsibility of the Audit Committee is to oversee financial and control matters, among other responsibilities
fulfilled by the Audit Committee under its charter. The Audit Committee meets regularly with the independent registered public accounting
firm, without the presence of management, to ensure candid and constructive discussions about the Company’s compliance with accounting
standards and best practices among public companies comparable in size and scope to the Company. The Audit Committee also regularly reviews
with its outside advisors material developments in the law and accounting literature that may be pertinent to the Company’s financial
reporting practices.
What
has the Audit Committee done with regard to the Company’s audited financial statements for fiscal 2023?
The
Audit Committee has:
| |
● |
reviewed
and discussed the audited financial statements with the Company’s management; and |
| |
|
|
| |
● |
discussed
with Audit Alliance LLP, the Company’s independent registered public accounting firm for fiscal 2023, the matters required
to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. |
Has
the Audit Committee considered the independence of the Company’s auditors?
The
Audit Committee has received from Audit Alliance LLP the written disclosures and the letter required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and the Audit Committee has discussed with Audit Alliance LLP about their
independence. The Audit Committee has concluded that Audit Alliance LLP are independent from the Company and its management.
Has
the Audit Committee made a recommendation regarding the audited financial statements for fiscal 2023?
Based
upon its review and the discussions with management and the Company’s independent registered public accounting firm, the Audit
Committee recommended to the Board of Directors that the audited consolidated financial statements for the Company be included in the
Company’s Annual Report on Form 20-F for fiscal 2023.
Has
the Audit Committee reviewed the fees paid to the independent registered public accounting firm during fiscal 2023?
The
Audit Committee has reviewed and discussed the fees paid to Audit Alliance LLP during fiscal 2023 for audit, audit-related, tax and other
services, which are set forth below under “Fees Paid to Independent Registered Public Accounting Firm.” The Audit Committee
has determined that the provision of non-audit services is compatible with Audit Alliance LLP’s independence.
What
is the Company’s policy regarding the retention of the Company’s auditors?
The
Audit Committee has adopted a policy regarding the retention of the independent registered public accounting firm that requires pre-approval
of all services by the Audit Committee.
Who
prepared this report?
This
report has been furnished by the members of the Audit Committee:
Zhiqiang
Shao, Chairman
Qingshen
Liu
Changqing
Shi
FEES
PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit
Fees
During
fiscal year 2023, Audit Alliance LLP’s audit fees were $160,000, and Prager Metis CPAs, LLC’s audit fees were $0.
During
fiscal year 2022, Audit Alliance LLP’s audit fees were $160,000, and Prager Metis CPAs, LLC’s audit fees were $30,000.
Audit
Related Fees
During
fiscal year 2023, Audit Alliance LLP’s audit-related fees were $4,700.
During
fiscal year 2022, Audit Alliance LLP’s audit-related fees were $2,250.
Tax
Fees
During
fiscal year 2023, Audit Alliance LLP’s tax fees were $0.
During
fiscal year 2022, Audit Alliance LLP’s tax fees were $0.
All
Other Fees
During
fiscal year 2023, Audit Alliance LLP’s other fees were $40,000, and Prager Metis CPAs, LLC’s other fess were $48,000.
During
fiscal year 2022, Audit Alliance LLP’s other fees were $0, Prager Metis CPAs, LLC’s other fees were $81,000, and Friedman
LLP’s other fees were $80,000.
Audit
Committee Pre-Approval Policies
Before
Audit Alliance LLP was engaged by the Company to render audit or non-audit services, the engagement was approved by the Company’s
audit committee. All services rendered by Audit Alliance LLP have been so approved.
Percentage
of Hours
The
percentage of hours expended on the principal accountants’ engagement to audit our consolidated financial statements for fiscal
2023 that were attributed to work performed by persons other than Audit Alliance LLP’s full-time permanent employees was
less than 50%.
BENEFICIAL
OWNERSHIP OF SHARES
The
following table sets forth information with respect to beneficial ownership of our shares as of January 5, 2024 by:
| |
● |
Each
person who is known by us to beneficially own 5% or more of our outstanding shares; |
| |
● |
Each
of our directors and named executive officers; and |
| |
● |
All
directors and named executive officers as a group. |
The
number and percentage of Common Shares beneficially owned are based on 1,634,385 Common Shares outstanding as of January 5, 2024 .
Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of
our Common Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such
person have voting or investment power with respect to securities. In computing the number of Common Shares beneficially owned by a
person listed below and the percentage ownership of such person, Common Shares underlying options, warrants or convertible
securities held by each such person that are exercisable or convertible within 60 days of January 5, 2024 are deemed outstanding,
but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the
footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment
power for all Common Shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each
principal shareholder is in the care of our Company at Tongsha Industrial Estate, East District, Dongguan, Guangdong, People’s
Republic of China 523217. As of the close of business on January 5, 2024, we have approximately five (5) shareholders
of statement. This does not include shareholders who hold their shares in “street name”. A majority of our Common Shares
are held outside the United States, and none of our directors is located in the United States.
| | |
Shares Beneficially Owned (1) | | |
Percentage of Voting | |
| | |
Number | | |
Percent | | |
Power (2) | |
| Named Executive Officers and Directors: | |
| | | |
| | | |
| | |
| Silong Chen(3) | |
| 25,000 | | |
| 1.53 | % | |
| 98.26 | % |
| Zhiqiang Shao | |
| 0 | | |
| 0 | % | |
| - | |
| Changqing Shi | |
| 0 | | |
| 0 | % | |
| - | |
| Qingshen Liu | |
| 0 | | |
| 0 | % | |
| - | |
| Yunhao Chen(4) | |
| 2,500 | | |
| * | | |
| * | |
| Aihua Cao (5) | |
| 0 | | |
| 0 | % | |
| - | |
| 5% or Greater Shareholders | |
| | | |
| | | |
| | |
| Fine victory holding company Limited(3) | |
| 9,069,000 | | |
| 84.73 | % | |
| 98.23 | % |
| * |
Less
than 1% |
| |
|
| (1) |
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the Common
Shares. All shares represent Class A and Class B Common Shares and granted options to the extent such options will vest within 60
days after January 5, 2024. |
| |
|
| (2) |
Class
A Common Shares have one vote per share. Class B Common Shares have ten votes per share. |
| |
|
| (3) |
Consists
of 9,069,000 Class B Common Shares held by Fine victory holding company Limited, of which Silong Chen may be deemed to have voting
and dispositive power, 25,000 Class A Common Shares, and vested options to purchase 25,000 Class A Common Shares. Due to his ownership
of all outstanding Class B Common Shares (which have ten votes per share rather than one vote like Class A Common Shares), Mr. Silong
Chen has substantial control over Dogness. |
| |
|
| (4) |
Consists
of 50,000 options to purchase Class A Common Shares granted and vested as part of the salary on January 26, 2023. Dr. Chen has resigned
from the position as the Chief Financial Officer as of August 1, 2023 |
| |
|
| (5) |
Aihua
Cao started to serve as our Chief Financial Officer since August 16, 2023. |
GENERAL
Compensation
Committee Interlocks and Insider Participation
None
of the members of the Board of Directors who served on the Compensation Committee during the fiscal year ended June 30, 2023 were officers
or employees of the Company or any of its subsidiaries or had any relationship with the Company requiring disclosure under SEC regulations.
Shareholder
Proposals
As
a foreign private issuer, we are not required to accept shareholder proposals but welcome such proposals for the Board’s consideration
or potential inclusion at share shareholder meetings. To be considered for inclusion in next year’s Proxy Statement or considered
at next year’s annual meeting but not included in the Proxy Statement, shareholder proposals must be submitted in writing no later
than December 31, 2023. All written proposals should be submitted to: Secretary, Dogness (International) Corporation, No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong, China.
Other
Proposed Actions
If
any other items or matters properly come before the meeting, the proxies received will be voted on those items or matters in accordance
with the discretion of the proxy holders.
Solicitation
by Board; Expenses of Solicitation
Our
Board of Directors has sent you this Proxy Statement. Our directors, officers and associates may solicit proxies by telephone or in person.
We will also reimburse the expenses of brokers, nominees and fiduciaries that send proxies and proxy materials to our shareholders.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement are available at https://dogness.com
under Investor Relations.
DOGNESS
(INTERNATIONAL) CORPORATION
Annual
Meeting of Shareholders
February
28, 2024, 9:00 AM, Beijing Time
(February
27, 2024, 8:00 PM, Eastern Time)
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DOGNESS (INTERNATIONAL) CORPORATION
The
undersigned shareholder(s) of Dogness (International) Corporation (the “Company”), hereby appoint(s) Silong Chen or Aihua
Cao as proxy, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the
annual meeting of shareholders of the Company to be held on February 28, 2024, at 9:00 a.m. China Time (8:00 p.m. Eastern Time on February
27, 2024), at No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong Province, China, and to vote all
shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified
by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all
as set forth in the notice of annual meeting and in the proxy statement furnished herewith.
THIS
PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD
IS SIGNED, THIS PROXY CARD WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES UNDER PROPOSAL NO. 1, “FOR” PROPOSAL
NO. 2 AND NO. 3, AND IN THE DISCRETION OF THE PROXY WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Continued
and to be signed on reverse side
DOGNESS
(INTERNATIONAL) CORPORATION
VOTE
BY INTERNET
www.transhare.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 3:00 PM, Eastern Time, on February
27, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create
an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please provide
your email address below and check here to indicate you consent to receive or access proxy materials electronically in future years.
☐
Email
Address: ________________________________________
VOTE
BY EMAIL
Please
email your signed proxy card to akotlova@bizsolaconsulting.com.
VOTE
BY FAX
Please
fax your signed proxy card to 1.727. 269.5616
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anna Kotlova, Transhare Corporation,
Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764.
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The
Board of Directors recommend voting FOR the nominees and FOR Proposals 2 and 3.
| |
|
|
FOR |
|
|
|
WITHHOLD |
| 1. |
Resolution
THAT the following individuals be elected as Directors. |
|
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Silong
Chen |
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☐ |
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☐ |
| |
Aihua
Cao |
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☐ |
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☐ |
| |
Qingshen
Liu |
|
☐ |
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☐ |
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Zhiqiang
Shao |
|
☐ |
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☐ |
| |
Changqing
Shi |
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☐ |
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☐ |
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FOR |
|
AGAINST |
|
ABSTAIN |
| 2. |
Resolution
THAT the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year
ended June 30, 2023, be ratified. |
|
☐ |
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☐ |
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☐ |
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FOR |
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AGAINST |
|
ABSTAIN |
| 3. |
Such
other business as may properly come before the meeting or any adjournment thereof. |
|
☐ |
|
☐ |
|
☐ |
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name, by authorized officer.
Date
(mm/dd/yyyy) – Please
write
date below. |
|
Signature
1 – Please keep
signature
within the box. |
|
Signature
2 – Please keep signature within the box. (Joint Owner) |
| |
|
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|
|
Exhibit
99.2
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DOGNESS (INTERNATIONAL) CORPORATION
The
undersigned shareholder(s) of Dogness (International) Corporation (the “Company”), hereby appoint(s) Silong Chen or Yunhao
Chen as proxy, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the
annual meeting of shareholders of the Company to be held on February 28, 2024, at 9:00 a.m. China Time (8:00 p.m. Eastern Time on February
27, 2024), at No. 16 N. Dongke Road, Tongsha Industrial Zone, Dongguan, Guangdong Province, China, and to vote all
shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified
by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all
as set forth in the notice of annual meeting and in the proxy statement furnished herewith.
THIS
PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD
IS SIGNED, THIS PROXY CARD WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES UNDER PROPOSAL NO. 1, “FOR” PROPOSAL
NO. 2 AND NO. 3, AND IN THE DISCRETION OF THE PROXY WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Continued
and to be signed on reverse side
DOGNESS
(INTERNATIONAL) CORPORATION
VOTE
BY INTERNET
www.transhare.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 3:00 PM, Eastern Time, on February
27, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create
an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please provide
your email address below and check here to indicate you consent to receive or access proxy materials electronically in future years.
☐
Email
Address: ________________________________________
VOTE
BY EMAIL
Please
email your signed proxy card to akotlova@bizsolaconsulting.com.
VOTE
BY FAX
Please
fax your signed proxy card to 1.727. 269.5616
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Anna Kotlova, Transhare Corporation,
Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764.
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The
Board of Directors recommend voting FOR the nominees and FOR Proposals 2 and 3.
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FOR |
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WITHHOLD |
| 1. |
Resolution
THAT the following individuals be elected as Directors. |
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Silong
Chen |
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Aihua
Cao |
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Qingshen
Liu |
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Zhiqiang
Shao |
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Changqing
Shi |
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FOR |
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AGAINST |
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ABSTAIN |
| 2. |
Resolution
THAT the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year
ended June 30, 2023, be ratified. |
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FOR |
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AGAINST |
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ABSTAIN |
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Such
other business as may properly come before the meeting or any adjournment thereof. |
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Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name, by authorized officer.
Date
(mm/dd/yyyy) – Please
write
date below. |
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Signature
1 – Please keep
signature
within the box. |
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Signature
2 – Please keep
signature
within the box. (Joint Owner) |
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