Guo Wengui / Miles Guo — bankruptcy case · EXHIBIT · ECF #2292-5

# **Exhibit 5**

# UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF SOLE SHAREHOLDER OF **UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF SOLE SHAREHOLDER OF**

#### INFINITY TREASURY MANAGEMENT, INC. **INFINITY TREASURY MANAGEMENT, INC.**

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: 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

### RECITALS RECITALS

### RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS

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. 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.

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. 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.

NOW, THEREFORE LET IT BE: NOW, THEREFORE LET IT BE:

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; 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;

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: 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

# Newly Appointed Directors

Name: Max Krasner Name: Max Krasner

Name: Talha Zobair Name: Talha Zobair

FURTHER 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


Newly Appointed Officers Newly Appointed Officers

Name: Max Krasner Name: Talha Zobair Name: Max Krasner Position: President

Position: President Position: Secretary & Treasurer Name: Talha Zobair Position: Secretary & Treasurer

## [SIGNATURE PAGE FOLLOWS] [SIGNATURE PAGE FOLLOWS]


IN 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.

#### SOLE SHAREHOLDER: **SOLE SHAREHOLDER:**


Qiang Mileson Guo Qiang Mileson Guo

### NEWLY APPPOINTED DIRECTOR(S): **NEWLY APPPOINTED DIRECTOR(S):**




# NEWLY APPOINTED OFFICER(S): **NEWLY APPOINTED OFFICER(S):**


Max Krasner - President Max Krasner - President