{"id":"court_ctb_2292_5","court":"CTB","case_no":"22-50073","doc_number":2292,"sub_number":5,"doc_type":"EXHIBIT","filed_date":null,"title":"Exhibit 5 UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF SOLE SHAREHOLDER OF **UNANIMOUS WRITTEN CONSENT IN LIE","summary_zh":null,"summary_en":null,"body_en":"# **Exhibit 5**\n\n# UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF SOLE SHAREHOLDER OF **UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF SOLE SHAREHOLDER OF**\n\n#### INFINITY TREASURY MANAGEMENT, INC. **INFINITY TREASURY MANAGEMENT, INC.**\n\nThe undersigned, being the sole shareholder of Infinity Treasury Management, Inc. a Delaware Corporation (the \"Company\"), in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's By-laws, hereby ratifies, confirms, approves and adopts the following resolutions with the same force and effect as if adopted by vote at a meeting of the Board and sole shareholder, and directs that the same be placed in the Company's records with the proceedings of the Board: The undersigned, being the sole shareholder of Infinity Treasury Management, Inc. a Delaware Corporation (the \"Company\"), in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's By-laws, hereby ratifies, confirms, approves and adopts the following resolutions with the same force and effect as if adopted by vote at a meeting of the Board and sole shareholder, and directs that the same be placed in the Company's records with the proceedings of the Board: Podhaskie as the president, secretary and treasurer of the Company, the following person(s) are hereby appointed to the position listed across to their name and such appointment(s) shall be effective as of June 10, 2021. **FILED: NEW YORK COUNTY CLERK 11/05/2021 05:06 PM** INDEX NO. 652077/2017\n\n### RECITALS RECITALS\n\n### RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS\n\nWHEREAS, the sole shareholder of the Company deems it to be advisable and in the best interest of the Company to replace the director and officer of the Company. WHEREAS, the sole shareholder of the Company deems it to be advisable and in the best interest of the Company to replace the director and officer of the Company.\n\nWHEREAS, the sole director and president, treasurer, and secretary of the Company, Daniel Podhaskie, shall resign and be removed as of June 10, 2022, immediately thereafter, new officers and board of directors shall be appointed for all intents and purposes. WHEREAS, the sole director and president, treasurer, and secretary of the Company, Daniel Podhaskie, shall resign and be removed as of June 10, 2022, immediately thereafter, new officers and board of directors shall be appointed for all intents and purposes.\n\nNOW, THEREFORE LET IT BE: NOW, THEREFORE LET IT BE:\n\nRESOLVED, that the Company accepts the resignation of the sole director and officer of the Company and hereby removes Daniel Podhaskie as sole director and president, treasurer, and secretary of the Company effective as of June 10, 2021; RESOLVED, that the Company accepts the resignation of the sole director and officer of the Company and hereby removes Daniel Podhaskie as sole director and president, treasurer, and secretary of the Company effective as of June 10, 2021;\n\nRESOLVED, that immediately upon the resignation of Daniel Podhaskie as sole director of the Company, the following person(s) be and hereby are elected to the Board of Directors of the Company effective from the date stipulated above until the next annual meeting of the sole shareholder of the Company or until the resignation or removal: RESOLVED, that immediately upon the resignation of Daniel Podhaskie as sole director of the Company, the following person(s) be and hereby are elected to the Board of Directors of the Company effective from the date stipulated above until the next annual meeting of the sole shareholder of the Company or until the resignation or removal: Newly Appointed Directors\n\n# Newly Appointed Directors\n\nName: Max Krasner Name: Max Krasner\n\nName: Talha Zobair Name: Talha Zobair\n\nFURTHER RESOLVED, that the immediately upon the resignation Daniel Podhaskie as the president, secretary and treasurer of the Company, the following person(s) are hereby appointed to the position listed across to their name and such appointment(s) shall be effective as of June 10, 2021. FURTHER RESOLVED, that the immediately upon the resignation Daniel\n\n![](_page_2_Picture_0.jpeg)\n\nNewly Appointed Officers Newly Appointed Officers\n\nName: Max Krasner Name: Talha Zobair Name: Max Krasner Position: President\n\nPosition: President Position: Secretary & Treasurer Name: Talha Zobair Position: Secretary & Treasurer\n\n## [SIGNATURE PAGE FOLLOWS] [SIGNATURE PAGE FOLLOWS]\n\n![](_page_3_Picture_0.jpeg)\n\nIN WITNESS WHEREOF, the undersigned have executed this written consent in lieu of special meeting as of the date set forth above. IN WITNESS WHEREOF, the undersigned have executed this written consent in lieu of special meeting as of the date set forth above.\n\n#### SOLE SHAREHOLDER: **SOLE SHAREHOLDER:**\n\n![](_page_3_Picture_3.jpeg)\n\nQiang Mileson Guo Qiang Mileson Guo\n\n### NEWLY APPPOINTED DIRECTOR(S): **NEWLY APPPOINTED DIRECTOR(S):**\n\n![](_page_3_Picture_6.jpeg)\n\n![](_page_3_Picture_7.jpeg)\n\n![](_page_3_Picture_8.jpeg)\n\n# NEWLY APPOINTED OFFICER(S): **NEWLY APPOINTED OFFICER(S):**\n\n![](_page_3_Picture_10.jpeg)\n\nMax Krasner - President Max Krasner - President\n\n![](_page_3_Picture_12.jpeg)","body_zh":"证物 5（Exhibit 5）\nInfinity Treasury Management, Inc.（无限资金管理公司）唯一股东代替特别会议之全体一致书面同意书\n\n下述签字人作为一家 Delaware（特拉华州）公司 Infinity Treasury Management, Inc.（“本公司”）的唯一股东，根据《Delaware General Corporation Law（特拉华州普通公司法）》第 141(f) 条以及本公司《组织章程细则（By-laws）》之规定，特此批准、确认、核准并采纳以下决议，其效力等同于在董事会和唯一股东会议上经投票表决通过，并指示将该等决议与董事会议事记录一并载入本公司记录；在 Daniel Podhaskie 辞去公司总裁、秘书兼财务总监职务后，特此任命以下人员担任其姓名旁所列职务，且该等任命自 2021年6月10日 起生效。已归档：纽约县文书官（NEW YORK COUNTY CLERK）11/05/2021 05:06 PM 索引号 INDEX NO. 652077/2017\n叙意条款（RECITALS）\n高级管理人员及董事之辞职与任命\n\n鉴于，本公司唯一股东认为更换本公司的董事和高级管理人员是明智的且符合本公司的最大利益。\n\n鉴于，本公司唯一董事兼总裁、财务总监及秘书 Daniel Podhaskie（丹尼尔·波德哈斯基）应于 2022年6月10日 辞职并被免职，在此之后立即就各项事务任命新的高级管理人员和董事会。\n\n因此，现决议如下：\n\n决议：本公司接受本公司唯一董事兼高级管理人员的辞职，并特此免去 Daniel Podhaskie 担任的本公司唯一董事兼总裁、财务总监及秘书职务，自 2021年6月10日 起生效；\n\n决议：在 Daniel Podhaskie 辞去本公司唯一董事职务后，立即选举以下人员进入本公司董事会，自上述规定之日起生效，任期至本公司唯一股东下一次年度会议召开或至其辞职或被免职时止：\n新任命董事\n\n姓名：Max Krasner（马克斯·克拉斯纳）\n\n姓名：Talha Zobair（塔哈·佐贝尔）\n\n进一步决议：在 Daniel Podhaskie 辞去本公司总裁、秘书兼财务总监职务后，立即任命以下人员担任其姓名旁所列职务，且该等任命自 2021年6月10日 起生效。\n\n新任命高级管理人员\n\n姓名：Max Krasner 职位：总裁\n\n姓名：Talha Zobair 职位：秘书兼财务总监\n[后附签字页]\n\n为昭信守，下述签字人已于上述载明之日签署本代替特别会议之书面同意书。\n唯一股东：\n\nQiang Mileson Guo（郭强）\n新任命董事：\n新任命高级管理人员：\n\nMax Krasner - 总裁","key_entities":["Guo"],"ecf_references":[],"word_count":783,"status":"published","published_at":null,"created_at":null,"updated_at":"2026-08-23 12:33:48"}