Toppoint Holdings Inc. AGM 2026

Will the meeting please come to order. I'm Hok C. Chan, CEO and Chairman of the Board of Directors of Toppoint Holdings Inc. I would like to welcome you to the 2026 annual meeting of stockholders. We appreciate your attendance, your interest, and most importantly, your support of Toppoint Holdings Inc. This annual meeting of stockholders is being held pursuant to the bylaws of the company and written notice to all stockholders entitled to vote. The annual meeting was originally scheduled for August 24, 2026, and was postponed to today, September 8, 2026. All properly submitted proxies and voting instructions remain valid unless properly revoted and superseded. You are participating in the meeting virtually. We are pleased to hold this annual meeting by live webcast to facilitate access and participation.

After introducing the directors and officers participating in the meeting and addressing a few procedural matters, we will take up the items to be acted upon. We are pleased to have with us Pei Zhang, the company's CFO and a member of the board of directors, and Bruce Hoi, a member of the board of directors. We are also joined by James Wade of an affiliated of Portrich Financial Solutions Inc. In accordance with our bylaws, I will act as chairman of the meeting. Pei Zhang will act as secretary of the meeting.

James Wade, an independent representative affiliated with Portrich Financial Solutions Inc., will serve as inspector of elections for this annual meeting with authority, among other things, to receive and determine the validity of proxies and was submitted, certified the numbers of shares represented at this annual meeting, and certified the result of the vote on each matters presented. The inspector has taken and signed an oath to faithfully execute the duties of inspectors of election. I request that the inspector file the oath of office with the secretary of the meetings for inclusion in the minutes of this meeting. Will the secretary please present the notice of annual meeting?

Yes. I have before me a copy of the notice of the 2026 annual meeting of the stockholders, the proxy statement, and a notice of postponement, which were first mailed on or about August 10, 2026, to all stockholders of record as of the close of business on August 7, 2026, the record date for this meeting. Can anyone hear me? Will the secretary please present the certificate of affidavit concerning delivery of the proxy materials?

Sorry, I just didn't speak out. Yes. Yes. Yes. You was asking me on point 4, right?

Yeah. I have before me a copy of the notice.

Can you hear me that before? Yes? Yeah. We did. Okay.

That is okay. Yeah. All right.

Okay. I have before me the affidavit of mailing confirming that proxy materials were duly furnished to each stockholder of record on August 10, 2026.

The secretary is directed to file the notice of annual meetings, the proxy statement, notice of postponement, and the affidavit of mailing with the minutes of this meeting. Most stockholders have already voted by proxy, and those votes have been submitted for tabulation. Stockholders who have not yet voted or who wish to change previously cast vote might do so through their virtual meeting website before the polls are closed. Will the secretary please report the number of shares represented at the meetings and present the certified list of stockholders of the company?

Sure. As of the close of business on August 7th, 2026, the record date for this annual meeting is 24,007,000 shares of the company common stock were issued and outstanding and entitled to vote, which each share entitled to one vote on each matters properly presented. There are 15,712,711 shares represented by remote communication or proxy, or permits 63.61% of all shares entitled to vote at this annual meeting. This constitutes at least a majority of the issue and outstanding shares entitled to vote, and there is therefore a quorum present. I also present the certified list of holders of the company common stock as of close of business on August 7th, 2026, the record date for this meeting, as prepared from the company's stock record maintained by VStock Transfer, LLC.

The list of stockholders and notice of annual meeting, the proxy statement, notice of postponement, and the form of proxy are and will remain available for inspection during the meeting in accordance with applicable law. The Secretary will file a copy of the stockholder list with the records of the company. On the base of the Secretary's report and the report of the Inspector of Elections, I found that proper notice has been given and that a quorum is presented accordingly. This meeting has been properly convened. It is currently 10:07 A.M. Eastern Time on September 8th, 2026, and the polls for voting on all matters are now open. All stockholders entitled to vote at this meeting may vote online through the voting function available on the virtual meeting website.

If you have not yet voted or if you wish to change a previously cast vote, please follow the instruction on the virtual meeting website. If you have already voted by proxy and do not wish to change your vote, no further action is necessary. The polls will remain open until I announce that they are closed. We will move now to review of the proposals. The first proposal to come before the meeting is the reverse stock split proposal. Proposal one asks the stockholders to approve at the discretion of board of directors one or more reverse stock splits of the company's issues and outstanding common stock, including shares held as treasury shares at any time prior to or on August 24th, 2029.

The board of director or any of its delegated authorized persons would be authorized to effect a reverse stock split or splits at a ratio within the range of one for two to one for 900, provided that the aggregated effect of all such splits does not exceed one for 900. The actual ratio within this range would be determined at the discretion of the board or its delegate without further stockholders' approval and would be included in a public announcement. The board of directors recommends a vote for proposal one. Stockholders who wish to vote to or change a previous cast vote should please do so now through the virtual meeting website. We will now proceed to proposal two. We will now proceed to proposal two, the Delaware reincorporation proposal.