UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CHINA AUTO LOGISTICS 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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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CHINA AUTO LOGISTICS INC.
Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue,
Free Trade Zone
Tianjin Province, The People’s Republic of China
300461
October 12, 2016
To the Stockholders of China Auto Logistics Inc.:
We are please to invite you to
attend our 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of China Auto Logistics Inc. (the “Company”
or “China Auto”) to be held on November 18, 2016 at 9:00 a.m., local time, at the offices of K&L Gates LLP, 599
Lexington Avenue, New York, New York 10022.
If you need directions to the Annual Meeting please contact the Company
at (86) 22-2576-2771.
Details of the business to be
conducted at the Annual Meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and the Proxy Statement (also
available at www.proxyvote.com), which you are urged to read carefully.
On behalf of the Board of Directors,
I cordially invite all stockholders to attend the Annual Meeting. It is important that your shares be voted on the matters scheduled
to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, I urge you to vote your shares. For your
convenience, we are providing three ways in which you may vote your shares:
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by Internet, at www.proxyvote.com and using the control number located on your proxy card;
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(2)
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by touch-tone telephone, by dialing the toll-free telephone number located on your notice and following
the instructions; or
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(3)
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by mail, by returning your executed proxy in the enclosed postage paid envelope.
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If you attend the Annual Meeting, you may revoke such
proxy and vote in person if you wish. Even if you do not attend the Annual Meeting, you may revoke such proxy at any time prior
to the Annual Meeting by executing another proxy bearing a later date or providing written notice of such revocation to the Chief
Executive Officer of the Company.
Thank you for your ongoing support
of, and continued interest in the Company. We look forward to seeing you at our Annual Meeting.
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Sincerely,
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/s/ Tong Shiping
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Chief Executive Officer, President and Chairman
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Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting of stockholders to be held on November 18, 2016:
In accordance with
rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we are now providing access to
our proxy materials, including the proxy statement, our Annual Report for the 2015 fiscal year and a form of proxy relating to
the Annual Meeting, over the Internet. All stockholders of record and beneficial owners will have the ability to access the proxy
materials at www.proxyvote.com. These proxy materials are available free of charge.
CHINA AUTO LOGISTICS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date
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9:00 a.m., local time, on Friday, November 18, 2016.
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Place
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Offices of K&L Gates, LLP, 599 Lexington Avenue,
New York, New York 10022.
If you need directions to the Annual Meeting please contact the Company
at (86) 22-2576-2771.
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Items of Business
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(1)
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To elect a slate
of nominees consisting of Tong Shiping, Cheng Weihong, Wang Xinwei, Howard S. Barth, Lv Fuqi, Yang Lili, and Bai Shaohua (each
a “Nominee” and collectively, the “Nominees”) to serve as directors of the Company until the next annual
meeting of stockholders, their resignation, or until their respective successors have been elected and qualified.
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(2)
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To ratify the
appointment of Marcum LLP as the Company’s independent register public accountants for fiscal year 2016; and
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To approve, on
a non-binding advisory basis, the executive compensation of the Company’s named executive officers as described in this Proxy
Statement.
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(4)
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To consider such
other business as may properly come before the meeting or any adjournment(s) thereof.
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Adjournments and
Postponements
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Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
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Record Date
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You are entitled to vote only if you were a stockholder of the Company as of the close of business on September 23, 2016.
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Voting
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WHETHER OR NOT YOU EXPECT TO BE PRESENT
AT THE MEETING, PLEASE VOTE YOUR SHARES, SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS IMPORTANT
AND IN YOUR INTEREST FOR YOU TO VOTE YOUR SHARES. FOR YOUR CONVENIENCE, WE HAVE PROVIDED THREE EASY METHODS BY WHICH YOU CAN VOTE
YOUR SHARES:
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By Internet. Visit
www.proxyvote.com and enter the control number located on your notice.
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(2)
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By Touch-Tone
Telephone. Dial the toll-free number found on your notice and follow the simple instructions.
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(3)
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By Mail. Return your executed proxy in the enclosed
postage paid envelope.
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THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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By Order Of The Board Of Directors
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/s/ Peng Cheng
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Secretary
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October 12, 2016
CHINA AUTO LOGISTICS INC.
Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue,
Free Trade Zone
Tianjin Province, The People’s Republic of China
300461
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and the accompanying
proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of China
Auto Logistics Inc., a Nevada corporation (the “Company” or “China Auto”) for the 2016 Annual Meeting of
Stockholders to be held at 9:00 a.m., local time, on November 18, 2016 (the “Annual Meeting”) and at any adjournment
or adjournments thereof, at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022.
The approximate date on which the
Proxy Statement and form of proxy are intended to be sent or given to the stockholders is October 12, 2016. The proxy materials
are also available free of charge on the Internet at www.proxyvote.com. Stockholders are invited to attend the Annual Meeting to
vote on the proposals described in this proxy statement. However, stockholders do not need to attend the Annual Meeting to vote.
Instead, stockholders may simply complete, sign and return the proxy card, complete the proxy card online at www.proxyvote.com,
or vote by telephone by dialing the toll-free telephone number located on the proxy card.
We will bear the expense of solicitation
of proxies for the Annual Meeting, including the printing and mailing of this Proxy Statement. We may request persons, and reimburse
them for their expenses with respect thereto, who hold stock in their name or custody or in the names of nominees for others to
forward copies of such materials to those persons for whom they hold Common Stock (as defined below) and to request authority for
the execution of the proxies. In addition, some of our officers, directors and employees, without additional compensation, may
solicit proxies on behalf of the Board of Directors personally or by mail, telephone or facsimile.
VOTING SECURITIES, VOTING AND PROXIES
Record Date
Only stockholders of record of
our common stock, $0.001 par value (“Common Stock”), as of the close of business on September 23, 2016 (the “Record
Date”) are entitled to notice and to vote at the Annual Meeting and any adjournment or adjournments thereof.
Voting Stock
As of the Record Date, there were
4,034,394 shares of Common Stock outstanding. Each holder of Common Stock on the Record Date is entitled to one vote for each share
then held on the matter to be voted at the Annual Meeting. No other class of voting securities was then outstanding.
Quorum
The presence at the Annual Meeting
of a majority of the outstanding shares of Common Stock as of the Record Date, in person or by proxy, is required for a quorum.
Should you submit a proxy, even though you abstain as to the proposal, or you are present in person at the Annual Meeting, your
shares shall be counted for the purpose of determining if a quorum is present.
Broker “non-votes” are
included for the purposes of determining whether a quorum of shares is present at the Annual Meeting. A broker “non-vote”
occurs when a nominee holder, such as a brokerage firm, bank or trust company, holding shares of record for a beneficial owner,
does not vote on a particular proposal because the nominee holder does not have discretionary voting power with respect to that
item and has not received voting instructions from the beneficial owner.
Voting
The election of directors requires
the approval of a plurality of the votes cast at the Annual Meeting. For purposes of the proposal, abstentions and broker “non-votes”
will have no effect on the outcome.
If you are the beneficial owner,
but not the registered holder of shares of Common Stock, you cannot directly vote those shares at the Annual Meeting. You must
provide voting instructions to your nominee holder, such as your brokerage firm or bank.
If you wish to vote in person at
the Annual Meeting but you are not the record holder, you must obtain from your record holder a “legal proxy” issued
in your name and bring it to the Annual Meeting.
At the Annual Meeting, ballots will
be distributed with respect to the proposal to each stockholder (or the stockholder’s proxy if not the management proxy holders)
who is present and did not deliver a proxy to the management proxy holders or another person. The ballots shall then be tallied,
one vote for each share owned of record, the votes being in three categories: “FOR,” “AGAINST” or “ABSTAIN.”
Proxies
The form of proxy solicited by the
Board of Directors affords you the ability to specify a choice among approval of, disapproval of, or abstention with respect to,
the matters to be acted upon at the Annual Meeting. Shares represented by the proxy will be voted and, where the solicited stockholder
indicates a choice with respect to the matter to be acted upon, the shares will be voted as specified. If no choice is given, a
properly executed proxy will be voted in favor of the proposal.
Revocability of Proxies
Even if you execute a proxy, you
retain the right to revoke it and change your vote by notifying us at any time before your proxy is voted. Such revocation may
be affected by execution of a later dated proxy, or by a written notice of revocation, sent to the attention of the Chief Executive
Officer at the address of our principal office set forth above in the Notice to this Proxy Statement, or your attendance and voting
at the Annual Meeting. Unless so revoked, the shares represented by the proxies, if received in time, will be voted in accordance
with the directions given therein.
You are requested, regardless of
the number of shares you own or your intention to attend the Annual Meeting, to sign the proxy and return it promptly in the enclosed
envelope.
Interest of Certain Persons in Matters To Be Acted Upon
None of the officers or directors
has any interest in the matters to be acted upon.
Dissenters’ Rights of Appraisal
Under the Nevada Revised Statutes
and the Company’s Articles of Incorporation, stockholders are not entitled to any appraisal or similar rights of dissenters
with respect to any of the proposals to be acted upon at the Annual Meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company’s Board is currently
comprised of seven members. Vacancies on the Board may be filled by (a) a vote of a majority of the remaining directors, although
less than a quorum is present, (b) the prior action of the directors, or (c) the affirmative vote of the holders of a majority
of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors. A director elected
by the Board to fill a vacancy shall serve for the remainder of the term of that director and until the director’s successor
is elected and qualified. This includes vacancies created by an increase in the number of directors.
The Board has recommended for re-election
Tong Shiping, Cheng Weihong, Wang Xinwei, Howard S. Barth and Yang Lili with Lv Fuqi and Bai Shaohua being recommended for election.
Lv Fuqi and Bai Shaohua, were each appointed by the Board to fill vacancies and were each referred to the Board by the Company’s
Senior Vice President, Cheng Weihong. If elected at the Annual Meeting, these directors would serve until the end of their respective
terms and until their successors are elected and qualified, or until their earlier death, resignation or removal.
Directors are elected by a plurality
of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election of Tong Shiping, Cheng Weihong, Wang Xinwei, Howard
S. Barth, Lv Fuqi, Yang Lili and Bai Shaohua. In the event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each of
Tong Shiping, Cheng Weihong, Wang Xinwei, Howard S. Barth, Lv Fuqi, Yang Lili and Bai Shaohua has agreed to serve if elected, and
we have no reason to believe that they will be unable to serve.
Our directors and nominees, their
ages, positions with China Auto Logistics Inc., the dates of their initial election or appointment as director are as follows:
Name
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Position With the Company
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Age
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Director Since
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Tong Shiping
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Chief Executive Officer, President and Chairman of the Board
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56
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2008
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Cheng Weihong
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Senior Vice President (Head of Human Resources and General Administration) and Director
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54
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2008
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Wang Xinwei
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Chief Financial Officer and Director
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59
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2012
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Howard S. Barth (1)
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Director
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64
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2008
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Yang Lili (1)(2)(3)
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Director
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57
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2012
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Lv Fuqi (2)(3)
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Director
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58
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2016
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Bai Shaohua (1) (2)(3)
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Director
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57
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2016
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(1)
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Member of Audit Committee
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(2)
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Member of Compensation Committee
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(3)
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Member of Nominating and Corporate Governance Committee
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Tong Shiping, a member of the Board
since 2008, has also served as President and Chief Executive Officer of the Company since 1995, when the Company’s wholly
owned operating subsidiary Tianjin Seashore New District Shisheng Business Trading Group Co. Ltd. (formerly Tianjin Shisheng Investment
Group Co. Ltd.) (“Shisheng”) was founded. He earned his Bachelor degree in computer science from the China Air Force
Engineering University. Mr. Tong is also a director of the Tianjin Auto Logistics Association. The Board believes that Mr. Tong
has the experience, qualifications, attributes and skills necessary to serve on the Board because of his over 20 years of experience
in the China auto industry, his having provided leadership and strategic direction to the Company as its founder, and his unparalleled
understanding of the Company’s operations and products.
Cheng Weihong, a member of the Board
since 2008, has served as Senior Vice President (Head of Human Resources and General Administration) of the Company since 1995.
She earned her Bachelor degree from Shijiazhuang Military Medical University. Ms. Cheng is also a co-founder of Shisheng and has
served as the Chairwoman of Shisheng since 1995. The Board believes that Mr. Cheng has the experience, qualifications, attributes
and skills necessary to serve on the Board because of her over 20 years of experience in the China auto industry as Secretary and
Senior VP of the Company.
Wang Xinwei, a member of the Board
since July of 2012, has served as the Chief Financial Officer, Treasurer and Vice President of the Company since 2001. She earned
her bachelors degree in industrial accounting from Tianjin Radio and Television University and is qualified as a Chinese certified
public account. The Board believes that Ms. Wang has the experience, qualifications, attributes and skills necessary to serve on
the Board because of her over 15 years of experience in the China auto industry as Chief Financial Officer, Treasurer and Vice
President of the Company.
Howard S. Barth, a member of the
Board since 2008, has operated his own public accounting firm in Toronto, Canada since 1985, and has over 29 years of experience
as a certified accountant. He is a former director and chairman of the audit committees of New Oriental Energy & Chemical Corp.
(formerly listed on NASDAQ), Orsus Xelent Technologies, Inc. (formerly an AMEX-listed company), Nuinsco Resources Limited (a TSX
listed exploration company), and Guanwei Recycling Corp. (formerly listed on NASDAQ). He is also a former director of Yukon Gold
Corporation, Inc. (dual listed on OTCBB and TSX) during the period from May 2005 through December 2014 and served previously as
chairman of its Audit Committee until May 2008 and was its chief executive officer and president in 2006. He also formerly served
as a director for Uranium Hunter Corporation (an OTC BB company). He is a member of the the Chartered Professional Accountants
of Canada and the Chartered Professional Accountants of Ontario. He earned his B.A. and M.B.A. at York University. The Board believes
that Mr. Barth has the experience, qualifications, attributes and skills necessary to serve on the Board because of his extensive
experience and financial expertise in public companies.
Yang Lili, a member of the Board
since July of 2012, has served as the accounting director of Tianbao International Trade & Exhibition Ltd. since 2007, where
she obtained years of experience in providing customers with commercial financing services. The Board believes that Ms. Yang has
the experience, qualifications, attributes and skills necessary to serve on the Board because of her extensive experience in accounting.
Bai Shaohua, a member of the Board
since May 2016, earned a bachelor’s degree in economics from Tianjin University of Finance and Economics and currently serves
as the key account manager for a northern China online sales research group. Mr. Bai has accumulated approximately ten years of
experience consulting different companies on how to bolster their sales and approximately five years of experience preparing financial
statements. The Board believes that Mr. Bai has the experience, qualifications, attributes and skills necessary to serve on the
Board because of his extensive experience in customer management, marketing and financial services.
Lv Fuqi, a member of the Board
since May 2016, is currently employed as a professor of practice at Hebei Technology College where he teaches economic law. Previously,
Mr. Lv created a legal educational service company which helped him establish connections with local governmental authorities,
which will be very helpful in furthering the Company’s business development. The Board believes that Mr. Lv has the experience,
qualifications, attributes and skills necessary to serve on the Board because of his familiarity with Chinese economy development
and political affiliations.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION
OF EACH OF TONG SHIPING, CHENG WEIHONG, WANG XINWEI, HOWARD S. BARTH, LV FUQI, YANG LILI AND BAI SHAOHUA.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The Audit Committee of the Board
has appointed Marcum LLP as the Company’s independent registered public accountants for the fiscal year ending December 31,
2016.
We are asking our stockholders
to ratify the selection of Marcum LLP as our independent registered public accountants. Although ratification is not required by
our Bylaws or otherwise, the Board is submitting the selection of Marcum LLP to our stockholders for ratification as a matter of
good corporate practice.
The affirmative vote of the holders
of a majority of shares represented in person or by proxy and entitled to vote on this item will be required for approval. Abstentions
will be counted as represented and entitled to vote and will therefore have the effect of a negative vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THIS PROPOSAL TWO.
In the event stockholders do not
ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified,
the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it
determines that such a change would be in the best interests of the Company and our stockholders.
PROPOSAL THREE
Background of the Proposal
Under the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Section 14A of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), our stockholders are entitled to vote to approve, on an advisory (nonbinding) basis,
the compensation of our Chief Executive Officer and our other named executive officers as disclosed in this Proxy Statement in
accordance with the rules of the SEC.
At the Company’s 2013 annual
meeting the Company’s stockholders approved a three year frequency for stockholder advisory votes on the compensation of
the Company’s named executive officers. The say in frequency vote last occurred at the Company’s 2013 annual meeting
and will be re-voted on at the Company’s 2019 annual meeting
Executive Compensation
We believe that our executive compensation
programs, which are reviewed and approved by the Compensation Committee, are designed to retain and incentivize the high quality
executives whose efforts are key to our long-term success. Stockholders are encouraged to carefully review the “Executive
Officers” section of this Proxy Statement for additional details about the Company’s executive compensation, including
information about the fiscal year 2015 compensation of our named executive officers.
We are asking our stockholders to
indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly
known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive
officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation
of our named executive officers as described in this Proxy Statement. Accordingly, we are asking our stockholders to cast a non-binding
advisory vote “FOR” the following resolution at the annual meeting:
“
RESOLVED
, that the
stockholders approve the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant
to the compensation disclosure rules of the Securities and Exchange Commission (which includes the compensation tables and related
narrative discussion).”
Vote Required; Effect
Stockholder approval of this Proposal
Three will require the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions
and broker non votes will not be counted as votes cast and therefore will not affect the determination as to whether the advisory
resolution regarding the Company’s compensation of executives is approved.
The say-on-pay vote is advisory,
and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Nevertheless, our Board of Directors
and our Compensation Committee value the opinions of our stockholders, whether expressed through this vote or otherwise, and, accordingly,
the Board and Compensation Committee intend to consider the results of this vote in making determinations in the future regarding
executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THIS PROPOSAL THREE.
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Meetings and Certain Committees of the Board
The Board held one meeting during
the fiscal year ended December 31, 2015. An Audit Committee, a Compensation Committee and a Nominating and Corporate Governance
Committee were established in December of 2008. In fiscal year 2015, the Audit Committee held four meetings, the Compensation Committee
held one meeting, and the Nominating and Corporate Governance Committee held one meeting. Each Director attended, either in person
or telephonically, at least 75% of the aggregate Board of Directors meetings and meetings of committees on which he or she served
during his or her tenure as a director or committee member.
Audit Committee
The Audit Committee is currently
comprised of Howard S. Barth (Chair), Bai Shaohua and Yang Lili, each of whom is independent as “independence” is currently
defined in applicable SEC rules and an “independent director” as currently defined in applicable rules of the Nasdaq
Stock Market. The Board has determined that Howard S. Barth qualifies as an “Audit Committee financial expert,” as
defined in applicable SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. The Board made a qualitative assessment
of Mr. Barth’s level of knowledge and experience based on a number of factors, including his formal education and experience.
The Audit Committee is responsible
for overseeing the Company’s corporate accounting, financial reporting practices, audits of financial statements and the
quality and integrity of the Company’s financial statements and reports. In addition, the Audit Committee oversees the qualifications,
independence and performance of the Company’s independent auditors. In furtherance of these responsibilities, the Audit Committee’s
duties include the following: evaluating the performance of and assessing the qualifications of the independent auditors; determining
and approving the engagement of the independent auditors to perform audit, reviewing and attesting to services and performing any
proposed permissible non-audit services; evaluating employment by the Company of individuals formerly employed by the independent
auditors and engaged on the Company’s account and any conflicts or disagreements between the independent auditors and management
regarding financial reporting, accounting practices or policies; discussing with management and the independent auditors the results
of the annual audit; reviewing the financial statements proposed to be included in the Company’s annual report on Form 10-K;
discussing with management and the independent auditors the results of the auditors’ review of the Company’s quarterly
financial statements; conferring with management and the independent auditors regarding the scope, adequacy and effectiveness of
internal auditing and financial reporting controls and procedures; and establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal accounting control and auditing matters and the confidential and anonymous submission
by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee operates under the written
Audit Committee Charter adopted by the Board in December of 2008, a copy of which may be obtained by writing the Secretary of the
Company at Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province, The People’s Republic
of China 300461 and is available on the Company’s website at http://www.chinaautologisticsinc.com.
Compensation Committee
The Compensation Committee is currently comprised of
the following Directors of the Company: Yang Lili (Chair), Lv Fuqi and Bai Shaohua, each of whom is independent as “independence”
is currently defined in applicable SEC rules and an “independent director” as currently defined in applicable rules
of the Nasdaq Stock Market. The Compensation Committee reviews and, as it deems appropriate, recommends to the Board’s policies,
practices and procedures relating to the compensation of the officers and other managerial employees and the establishment and
administration of employee benefit plans. The Compensation Committee advises and consults with the officers of the Company as may
be requested regarding managerial personnel policies and plays a crucial role in helping us to attract and retain talented employees
by advising career development and management succession. The Compensation Committee has the authority to obtain advice and seek
assistance from internal and external legal, accounting and other advisors, and has sole authority to retain and terminate any
compensation consultant to be used to evaluate director or officer compensation, including the authority to approve the consulting
firm’s fee and retention terms. The Compensation Committee also has such additional powers as may be conferred upon it from
time to time by the Board. The Compensation Committee operates under the written Compensation Committee Charter adopted by the
Board in December of 2008, a copy of which may be obtained by writing the Secretary of the Company at Floor 1 FTZ International
Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province, The People’s Republic of China 300461 and is available on
the Company’s website at http://www.chinaautologisticsinc.com.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance
Committee (the “Nominating Committee”) is currently comprised of Bai Shaohua (Chair), Yang Lili and Lv Fuqi each of
whom is independent as “independence” is currently defined in applicable SEC rules and an “independent director”
as currently defined in applicable rules of the Nasdaq Stock Market. The Nominating Committee is responsible for preparing a list
of candidates to fill the expiring terms of directors serving on our Board. The Nominating Committee submits the list of candidates
to the Board who determines which candidates will be nominated to serve on the Board. The names of nominees are then submitted
for election at our Annual Meeting of Stockholders. The Nominating Committee also submits to the entire Board a list of nominees
to fill any interim vacancies on the Board resulting from the departure of a member of the Board for any reason prior to the expiration
of his term. In recommending nominees to the Board, the Nominating Committee keeps in mind the functions of this body. While there
is no set of minimum requirements to be nominated as a director, the Nominating Committee considers various criteria, including
general business experience, general financial experience, knowledge of the Company’s industry (including past industry experience),
education, and demonstrated character and judgment. The Nominating Committee will consider director nominees recommended by a stockholder
if the stockholder mails timely notice to the Secretary of the Company at its principal offices, which notice includes (i) the
name, age and business address of such nominee, (ii) the principal occupation of such nominee, (iii) a brief statement as to such
nominee’s qualifications, (iv) a statement that such nominee consents to his or her nomination and will serve as a director
if elected, (v) whether such nominee meets the definition of an “independent” director under the applicable SEC rules
and (vi) the name, address, class and number of shares of capital stock of the Company held by the nominating stockholder. Any
person nominated by a stockholder for election to the Board will be evaluated based on the same criteria as all other nominees.
The Nominating Committee also oversees our adherence to our corporate governance standards. Although not part of any formal policy,
the goal of the Nominating Committee is a balanced and diverse Board, with members whose skills, viewpoint, background and experience
complement each other and, together, contribute to the Board’s effectiveness as a whole. The Nominating Committee operates
under the written Nominating Committee Charter adopted by the Board in December of 2008, a copy of which may be obtained by writing
the Secretary of the Company at Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province, The
People’s Republic of China 300461 and is available on the Company’s website at http://www.chinaautologisticsinc.com.
During the fiscal year ended December
31, 2015, there were no changes to the procedures by which holders of our common stock may recommend nominees to the Board.
Board Leadership Structure and Risk Oversight
Our Chairman of the Board is also
our Chief Executive Officer and President. We believe that by having this combined position, our Chief Executive Officer Chairman
serves as a bridge between management and the Board, ensuring that both act with a common purpose. In addition, we believe that
the combined position facilitates our focus on both long- and short- term strategies. Further, we believe that the advantages of
having a Chief Executive Officer Chairman with extensive knowledge of our company, as opposed to a relatively less informed independent
Chairman, outweigh potential disadvantages. Additionally, of our seven current Board members, four have been deemed to be independent
by our Board. Accordingly, we believe that our majority of independent directors provides sufficient independent oversight of our
management. We do not have a lead independent director.
We administer our risk oversight
function through our Audit Committee as well as through our Board of Directors as a whole. Our Audit Committee is empowered to
appoint and oversee our independent registered public accounting firm, monitor the integrity of our financial reporting processes
and systems of internal controls and provide an avenue of communication among our independent auditors, management, our internal
auditing department and our Board of Directors.
Director Nominations and Independence
The nomination process involves
a careful examination of the performance and qualifications of each incumbent director and potential nominees before deciding whether
such person should be nominated. The Board believes that the business experience of its directors has been, and continues to be,
critical to the Company’s success. While there are no minimum requirements to be nominated, directors should possess integrity,
independence, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s
affairs. Directors must possess a willingness to challenge and stimulate management and the ability to work as part of a team in
an environment of trust.
The Board will generally consider
all relevant factors, including, among others, each nominee’s applicable expertise and demonstrated excellence in his or
her field, the usefulness of such expertise to the Company, the availability of the nominee to devote sufficient time and attention
to the affairs of the Company, the nominee’s reputation for personal integrity and ethics, and the nominee’s ability
to exercise sound business judgment. Other relevant factors, including age and diversity of skills, will also be considered. Director
nominees are reviewed in the context of the existing membership of the Board (including the qualities and skills of the existing
directors), the operating requirements of the Company and the long-term interests of its stockholders. Although not part of any
formal policy, the goal is a balanced and diverse Board, with members whose skills, viewpoint, background and experience complement
each other and, together, contribute to the Board’s effectiveness as a whole. The Board uses its network of contacts when
compiling a list of potential director candidates and may also engage outside consultants (such as professional search firms).
In addition, the Board reviews each
nominee’s relationship with the Company in order to determine whether the nominee can be designated as independent. All members
of the Company’s Board, excluding Tong Shiping, Cheng Weihong and Wang Xinwei, are independent directors of the Company,
and as such, they satisfy the definition of independence in accordance with SEC rules and NASDAQ listing standards.
Stockholder Communications
The Board welcomes communications
from our stockholders, and maintains a process for stockholders to communicate with the Board. Stockholders who wish to communicate
with the Board may send a letter to Sun Jiazhen, Secretary, at Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue, Free Trade
Zone, Tianjin Province, The People’s Republic of China 300461. The mailing envelope must contain a clear notation indicating
that the enclosed letter is a “Stockholder-Board Communication.” All such letters should identify the author as a security
holder. All such letters will be reviewed by the Secretary and submitted to the entire Board no later than the next regularly scheduled
Board meeting.
Annual Meetings
We have no policy with respect to
director attendance at annual meetings. Last year one director attended the Annual Meeting.
Compensation of Directors
Directors do not receive any compensation
for their service as a director and are not compensated for serving on committees or attending meetings, except Mr. Howard Barth.
Mr. Howard Barth is awarded $24,000 per year for his professional contribution as a director and chairman of the audit committee.
However, the Company may establish other certain compensation plans (e.g. options, cash for attending meetings, etc.) with respect
to directors in the future. As of October 12, 2016, the Company has not made any awards under the China Auto Logistics Inc. 2010
Omnibus Long-Term Incentive Plan, including to any directors of the Company.
Summary Compensation Table For
Directors
Name and Principal Position
|
|
Fees earned or paid in cash
$
|
|
|
Bonus
$
|
|
|
Stock awards
$
|
|
|
Option
awards
$
|
|
|
Non-equity Incentive plan compensation $
|
|
|
Nonqualified Deferred compensation
Earnings $
|
|
|
All other compensation $
|
|
|
Total $
|
|
Haward S. Barth
|
|
|
24,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
24,000
|
|
Yang Lili
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Lv Fuqi
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Bai Shaohua
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Wang Wei (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Zou Baoying (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
(1)
|
Wang Wei and Zou Baoying each resigned from their position as a member of the Board on April 26, 2016 and were replaced by Lv Fuqi and Bai Shaohua as members of the Board on May 23, 2016.
|
Retirement, Post-Termination and Change in Control
We have no retirement, pension,
or profit-sharing programs for the benefit of directors, officers or other employees, nor do we have post-termination or change
in control arrangements with directors, officers or other employees, but our Board may recommend adoption of one or more such programs
in the future.
EXECUTIVE OFFICERS
General
Certain information concerning
our executive officers as of the date of this proxy statement is set forth below. Officers are elected annually by the Board and
serve at the discretion of the Board.
Name
|
|
Position With Our Company
|
|
Age
|
|
Officer Since
|
Tong Shiping
|
|
Chief Executive Officer, President and Chairman of the Board
|
|
56
|
|
1995
|
Jin Yan
|
|
Chief Operating Officer
|
|
50
|
|
2012
|
Wang Xinwei
|
|
Chief Financial Officer, Treasurer, Vice President and Director
|
|
59
|
|
2001
|
Cheng Weihong
|
|
Senior Vice President (Head of Human Resources and General Administration) and Director
|
|
54
|
|
1995
|
Jin Yan has served as Chief Operating
Officer of the Company since July of 2012. From 2007 to 2010, he served as Managing Director of Madeleine Gourmet Restaurant which
operated a series of chain restaurants. Prior to his appointment as COO, he served as General Manager of Sales for the Company
since 2011. He also earned an MBA from Tianjin Nankai University. The Board believes that Mr. Jin has the experience, qualifications,
attributes and skills necessary to serve the Company because of his extensive leadership and management experience.
Certain Relationships and Related Transactions
The Company’s Code of Business
Conduct and Ethics, adopted December 12, 2008, contains a policy for the review of transactions in which the Company conducts business
with a relative or significant other of a director, officer, or employee of the Company (a “Related Party Transaction”).
A Related Party Transaction must be disclosed to the Company’s Chief Financial Officer to determine whether or not it is
material to the Company. In the event that a Related Party Transaction is determined to be material, it must be reviewed and approved
in writing by the Audit Committee in advance of the consummation of such Related Party Transaction. Significant Related Party Transactions,
including those involving the Company’s directors or executive officers, must be reviewed and approved in writing in advance
by the Company’s Board of Directors.
Ms. Cheng Weihong (Senior Vice President
and Chairwoman of Shisheng and wife of the Company’s President and Chief Executive Officer, Mr. Tong Shiping) made non-interest
bearing loans to the Company from time to time to meet working capital needs of the Company. For the years ended December 31, 2015
and 2014, the Company made aggregate borrowings from Ms. Cheng Weihong of $599,120 and $581,942, respectively, and made repayments
of $454,280 and $726,321 to Ms. Cheng Weihong. As of December 31, 2015 and 2014, the outstanding balances due to Ms. Cheng Weihong
were $722,028 and $457,628, respectively.
The Company’s former shareholder,
Sino Peace Limited, paid certain accrued expenses in the previous years on behalf of the Company. The amounts of $2,093,182 and
$2,213,280 were outstanding as payable related to prior years’ professional fees on the consolidated balance sheets as of
December 31, 2015 and 2014, respectively. In January 2015, the Company received notification from an individual who claimed to
be the owner of St. George International Limited ("St. George") and made a claim that the debt owed to Sino
Peace by the Company had been transferred to St. George. However, the Company neither received any evidence to
support such assignment nor any notification from the owner of Sino Peace that Sino Peace was transferring its legal
right of collecting the receivable from the Company to St. George. The Company has been unable to locate the owner of Sino Peace
to confirm such transfer and therefore considers such claim by St. George legally unbinding at this time
.
The balances as discussed above
as of December 31, 2015 and 2014 are interest-free, unsecured and have no fixed term of repayment. During the years ended December
31, 2015 and 2014, there was no imputed interest charged in relation to these balances.
On September 1 2015, the Company
and Tongshang Kai Li (Tianjin) Automobile Import Export Company Limited (“Tongshang Kai Li”) entered into a Loan Agreement
(the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, Tongshang Kai Li advanced funds, at an annual
interest rate of 15%, to the Company for the Company’s short term working capital needs until December 31, 2015; the expiration
date of the Loan Agreement. During the year ended December 31, 2015, the Company borrowed a total of $1,457,982 which incurred
interest of $148,534. As of December 31, 2015, there were no outstanding balances due to Tongshang Kai Li as all amounts were repaid.
Tongshang Kai Li is 51% owned by
Tianjin Kai Li Xing Kong Real Property Limited Co. (“Tianjin Kai Li”), and 49% owned by Ningbo Tong Shang Rong Chuang
Investment Limited Co.. Ms. Cheng Weihong, a Director and Senior Vice President of the Company, owns 99% of Tianjin Kai Li . Therefore,
Ms. Cheng Weihong has a 50.49% of beneficial ownership in Tongshang Kai Li.
Mr. Tong Shiping and Ms. Cheng
Weihong personally guarantee borrowings on various lines of credit related to our financing services and short-term borrowings.
Security
Ownership of Certain Beneficial Owners and Management
The
following tables set forth, as of September 24, 2016, information known to us relating to the beneficial ownership of shares of
common stock by each person who is the beneficial owner of more than 5 percent of the outstanding shares of common stock, each
director, each executive officer, and all executive officers and directors as a group.
Name and Address of Beneficial Owner*
|
|
Number of Shares Beneficially Owned
|
|
|
Percentage of Shares Beneficially Owned
|
|
|
Position
|
Tong Shiping**
|
|
|
0
|
|
|
|
0
|
%
|
|
President, Chief Executive Officer and Chairman of the Board
|
Wang Xinwei
|
|
|
0
|
|
|
|
0
|
%
|
|
Chief Financial Officer, Treasurer and Vice President and Director
|
Cheng Weihong**
|
|
|
0
|
|
|
|
0
|
%
|
|
Senior Vice President (Head of Human Resources and General Administration) and Director
|
Jin Yan
|
|
|
0
|
|
|
|
0
|
%
|
|
Chief Operating Officer
|
Howard S. Barth
|
|
|
0
|
|
|
|
0
|
%
|
|
Director
|
Yang Lili
|
|
|
0
|
|
|
|
0
|
%
|
|
Director
|
Lv Fuqi
|
|
|
0
|
|
|
|
0
|
%
|
|
Director
|
Bai Shaohua
|
|
|
0
|
|
|
|
0
|
%
|
|
Director
|
All Directors and Officers
as a Group (8 persons)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bright Praise Enterprises Limited**
|
|
|
1,648,140
|
|
|
|
40.85
|
%
|
|
5% owner
|
Choi Chun Leung Robert**
|
|
|
1,648,140
|
|
|
|
40.85
|
%
|
|
5% owner
|
*
|
Except
where otherwise indicated, the address of the beneficial owner is deemed to be the same address of the Company.
|
**
|
Choi
Chun Leung Robert is the beneficial owner of 1,648,140 shares of our common stock through his 100% ownership of Bright Praise
Enterprises Limited as trustee for the benefit of Tong Shiping and Cheng Weihong.
|
Compensation
of Officers
The
following table provides certain summary information concerning compensation awarded to, earned by, or paid to our Chief Executive
Officer and the two highest paid executive officers for fiscal years 2015 and 2014. The Company did not have other individuals
whose total annual salary and bonus exceeded $100,000 for fiscal years 2015 and 2014. Except as listed below, there were no bonuses,
other annual compensation, restricted stock awards or stock options/SARs or any other compensation paid to the named executive
officers.
Summary
Compensation Table
Name
and Principal Position
|
|
Year
Ended December
31,
|
|
|
Salary
$
|
|
|
Bonus
$
|
|
|
Stock
awards
$
|
|
|
Option
awards
$
|
|
|
Non-equity
Incentive plan compensation $
|
|
|
Nonqualified
Deferred compensation
Earnings
$
|
|
|
All
other compensation $
|
|
|
Total
$
|
|
Tong
Shiping,
|
|
|
2015
|
|
|
$
|
57,901
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
57,901
|
|
CEO
and President (1)
|
|
|
2014
|
|
|
|
58,601
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
58,601
|
|
Wang
Xinwei,
|
|
|
2015
|
|
|
$
|
38,601
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
38,601
|
|
CFO,
Treasurer and VP (2)
|
|
|
2014
|
|
|
|
39,068
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
39,068
|
|
Cheng
Weihong,
Senior
VP
|
|
|
2015
|
|
|
$
|
38,601
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
38,601
|
|
(Head of HR and Admin) (3)
|
|
|
2014
|
|
|
|
39,068
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
39,068
|
|
(1)
|
Mr.
Tong Shiping’s total compensation for the fiscal years ended December 31, 2015 and December 31, 2014 was $57,901 and
$58,601, respectively (RMB360,000). The U.S. dollar amounts provided in this summary compensation table are based on the weighted
average rate of RMB to U.S. dollars during the years 2015 and 2014.
|
(2)
|
Ms.
Wang Xinwei’s total compensation for the fiscal years ended December 31, 2015 and December 31, 2014 was $38,601 and
$39,068, respectively (RMB240,000). The U.S. dollar amounts provided in this summary compensation table are based on the weighted
average rate of RMB to U.S. dollars during the years 2015 and 2014.
|
(3)
|
Ms.
Cheng Weihong’s total compensation for the fiscal years ended December 31, 2015 and December 31, 2014 was $38,601 and
$39,068, respectively (RMB240,000). The U.S. dollar amounts provided in this summary compensation table are based on the weighted
average rate of RMB to U.S. dollars during the years 2015 and 2014.
|
Compensation
Discussion and Analysis
The
Company’s compensation program is designed to provide our executive officers with competitive remuneration and to reward
their efforts and contributions to the Company. Elements of compensation for our executive officers include base salary and cash
bonuses.
Before
we set the base salary for our executive officers each year, we research the market compensation in Tianjin for executives in
similar positions with similar qualifications and relevant experience, and add a 10%-15% premium as an incentive to attract and
retain high-level employees. The Company has not utilized any compensation consultants in determining its compensation recommendations.
Company performance does not play a significant role in the determination of base salary.
The
Compensation Committee will also take into consideration the results of the Company’s stockholders vote on the compensation
of the Company’s named executive officers if the Company’s stockholders did not approve the proposed named executive
compensation at the prior annual meeting.
Cash
bonuses may also be awarded to our executives on a discretionary basis at any time. Cash bonuses are also awarded to executive
officers upon the achievement of specified performance targets, including annual revenue targets for the Company.
The
Company is able to attract and retain high-level employees by providing premium salaries and incentives such employees through
the use of a cash bonus system.
Compensation
Committee Report
The
Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based
on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion
and Analysis be included in the Company’s 2016 Proxy Statement.
|
Compensation
Committee
|
|
Yang
Lili
|
|
Lv
Fuqi
|
|
Bai
Shaohua
|
Compensation
Committee Interlocks and Insider Participation in Compensation Decisions
During
the last fiscal year, none of the Company’s executive officers served on the Board of Directors or compensation committee
of any other entity whose executive officers served either the Company’s Board or Compensation Committee.
Employment
Agreements
Each
of the executive officers of the Company has entered into standard employment contracts with Shisheng. The contracts have one-year
terms and are otherwise consistent with the standard form prescribed by the Tianjin Labor and Social Security Administration.
None of the employment contracts provide for annual total compensation payments in excess of $100,000. The amounts listed in the
table above were paid by Shisheng. As of October 12, 2016, the Company has not made any awards under the China Auto Logistics
Inc. 2010 Omnibus Long-Term Incentive Plan, including to any officers of the Company.
Outstanding
Equity Awards at Fiscal Year-End
None.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons
who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, officers
and greater than 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.
To
the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company, with respect to
the fiscal year ended December 31, 2015, the officers, directors and beneficial owners of more than 10% of our common stock have
filed their initial statements of ownership on Form 3 on a timely basis, and the officers, directors and beneficial owners of
more than 10% of our common stock have also filed the required Forms 4 or 5 on a timely basis.
Arrangements
or Understandings
There
was no arrangement or understanding between any of our directors and any other person pursuant to which any director was to be
selected as a director.
Involvement
in Certain Legal Proceedings
During
the past ten (10) years, none of the directors or executive officers has been involved in any legal proceedings that are material
to the evaluation of their ability or integrity.
Family
Relationships
Ms.
Cheng Weihong, our Senior Vice President (Head of Human Resources and General Administration) and a director nominee, is the wife
of Mr. Tong Shiping, our President and Chief Executive Officer and a director nominee.
Frequency
of Stockholder Advisory Votes on Executive Compensation
At
the Company’s 2013 annual meeting the Company’s stockholders approved a three year frequency for stockholder advisory
votes on the compensation of the Company’s named executive officers. Therefore the Company’s stockholders are entitled
to cast an advisory (non-binding) vote on the Company’s named executive officers compensation at the Annual Meeting.
The
Company’s stockholders will be entitled to vote at the Company’s 2019 annual meeting to determine the frequency of
non-binding advisory votes on the Company’s named executive officers compensation.
AUDIT-RELATED
MATTERS – AUDITOR FEES AND SERVICES
Marcum
LLP was the Company’s independent registered public accounting firm for the prior year and has been selected as the Company’s
independent registered public account for the current year.
Representatives
of the principal accountants for the current year and for the most recently completed fiscal year:
|
(i)
|
are not expected to be present at the Annual Meeting;
|
|
|
|
|
(ii)
|
will have the opportunity to make a statement if they
desire to do so; and
|
|
|
|
|
(iii)
|
are not expected to be available to respond to appropriate
questions.
|
Audit
Fees
During
the fiscal years ended December 31, 2015 and 2014, the audit fees for the for Marcum LLP were $293,161 and $298,219, respectively
for the audit of the annual financial statements, review of quarterly statements, and other services normally provided by an accountant
for statutory and regulatory filings. The fees for the year ended December 31, 2014 included $21,545 related to the audit and
review of the financial statements of Tianjin Zhonghe Auto Sales Service Co., Ltd., which were attached as an exhibit to the Form
8K/A filed by the Company on February 13, 2014.
Audit-Related
Fees
During
the fiscal years ended December 31, 2015 and 2014, our principal accountants did not render assurance and related services reasonably
related to the performance of the audit or review of financial statements.
Tax
Fees
During
the fiscal years ended December 31, 2015 and December 31, 2014, our principal accountant did not render services to us for tax
compliance, tax advice and tax planning.
All
Other Fees
During
the fiscal years ended December 31, 2015 and December 31, 2014, there were no fees billed for products and services provided by
the principal accountants other than those set forth above.
The
Audit Committee has reviewed the above fees for non-audit services and believes such fees are compatible with the independent
registered public accountants’ independence.
Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Accountant
The
policy of the Audit Committee is to pre-approve all audit and non-audit services provided by the independent accountants. These
services may include audit services, audit-related services, tax fees, and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific
budget. The Audit Committee has delegated pre-approval authority to certain committee members when expedition of services is necessary.
The independent accountants and management are required to periodically report to the full Audit Committee regarding the extent
of services provided by the independent accountants in accordance with this pre-approval delegation, and the fees for the services
performed to date. None of the fees paid to the independent accountants during fiscal years ended December 31, 2015 and 2014,
under the categories Audit-Related and All Other fees described above were approved by the Audit Committee after services were
rendered pursuant to the de minimis exception established by the SEC.
Audit
Committee Report
The
Audit Committee has reviewed and discussed the audited financial statements with our management. The Audit Committee has discussed
with our independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of
Statements on Auditing Standards, AU Section 380). The Audit Committee has received the written disclosures and the letter from
the independent auditors required by Independence Standards Board Standard No. 1, and has discussed with the independent auditors
the independent auditors’ independence. Additionally, the Audit Committee has reviewed fees charged by the independent auditors
and has monitored whether the non-audit services provided by its independent auditors are compatible with maintaining the independence
of such auditors. Based upon its reviews and discussions, the Audit Committee recommended to our Board that the audited financial
statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC and
the Board approved that recommendation.
|
Audit
Committee:
|
|
Howard
S. Barth
|
|
Bai
Shaohua
|
|
Yang
Lili
|
OTHER
INFORMATION
Delivery
of Documents to Stockholders Sharing an Address
Only
one Proxy Statement is being delivered to two or more security holders who share an address, unless the Company has received contrary
instruction from one or more of the security holders. The Company will promptly deliver, upon written or oral request, a separate
copy of the Proxy Statement to a security holder at a shared address to which a single copy of the document was delivered. If
you would like to request additional copies of the Proxy Statement, or if in the future you would like to receive multiple copies
of information or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and
would, in the future, like to receive only a single copy, please so instruct the Company, by writing to us at Floor 1 FTZ International
Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province, The People’s Republic of China 300461 or calling (86-22)
2576-2771.
Submission
of Stockholder Proposals
If
you wish to have a proposal included in our proxy statement and form of proxy for next year’s annual meeting in accordance
with Rule 14a-8 under the Exchange Act, your proposal must be received by us at our principal executive offices on or before June
9, 2017 (120 days before the anniversary of this year’s mailing date). A proposal which is received after that date or which
otherwise fails to meet the requirements for stockholder proposals established by the SEC will not be included. The submission
of a stockholder proposal does not guarantee that it will be included in the proxy statement.
Other
Matters
As
of the date of this Proxy Statement, the Board has no knowledge of any business which will be presented for consideration at the
Annual Meeting other than proposals one through four described in this Proxy Statement. Should any other matter be properly presented,
it is intended that the enclosed proxy will be voted in accordance with the best judgment of the persons voting the proxies.
We
file annual, quarterly and special reports, proxy statements and other information with the SEC. The public may read and copy
any materials that we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that contains the reports, proxy and information statements and other information regarding
the Company that we have filed electronically with the SEC. The address of the SEC’s Internet site is http://www.sec.gov.
Annual
Report
A
copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, which has been filed with the SEC
pursuant to the Securities Exchange Act of 1934, is being mailed to you along with this Proxy Statement. Additional copies of
this Proxy Statement and/or the Annual Report, as well as copies of any Quarterly Report may be obtained without charge upon written
request to China Auto Logistics Inc., at Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province,
The People’s Republic of China 300461, or on the SEC’s Internet website at http://www.sec.gov.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
/s/
Tong Shiping
|
|
Chief
Executive Officer, President and Chairman
|
October
12, 2016
China Auto Logistics Inc. (delisted) (NASDAQ:CALI)
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