UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant To Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
|
Preliminary
Proxy Statement
|
☐
|
Confidential,
for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
☐
|
Definitive
Additional Materials
|
☐
|
Soliciting
Material Pursuant to § 240.14a-12
|
CHINA
COMMERCIAL CREDIT, 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):
☒
|
No
fee required.
|
☐
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
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):
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
Total fee paid:
|
|
|
☐
|
Fee paid previously with preliminary materials:
|
|
|
☐
|
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.
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
Filing Party:
|
|
|
(4)
|
Date Filed:
|
CHINA COMMERCIAL CREDIT, INC.
No. 890, Yongkang Road
Wujiang District
Suzhou
Jiangsu Province
People’s Republic of China
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held
at 9:30 a.m. on December 30, 2016 Eastern Standard Time
To the Stockholders of China Commercial
Credit, Inc.:
This proxy statement
is furnished in connection with the solicitation of proxies by the Board of Directors (the
“Board”
)
of China Commercial Credit, Inc. (the
“Company”
) for use at the 2015 annual meeting of stockholders
of the Company (the
“Meeting”
) and at all adjournments and postponements thereof. The Meeting
will be held at No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s Republic of China, on Friday,
December 30, 2016, at 9:30 a.m. EST, to consider and vote upon the following proposals:
|
1.
|
To elect Mingjie Zhao, John Levy, Weiliang Jie and Teck Chuan Yeo (the
“Director Nominees”
) to serve on the Company’s Board of Directors (the “
Board
”) for a term of one year;
|
|
2.
|
To ratify the selection of Marcum Bernstein & Pinchuk LLP (“
Marcum
”) as the Company’s independent registered public accounting firm for year ending December 31, 2016; and
|
|
3.
|
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
|
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.
Holders of record
of the Company’s Common Stock at the close of business on November 28, 2016 (the
“Record Date”
)
will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of Common Stock
entitles the holder thereof to one vote.
Your vote is important,
regardless of the number of shares you own. Even if you plan to attend this Meeting in person, it is strongly recommended that
you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at this Meeting if
you are unable to attend.
A complete list
of stockholders of record entitled to vote at this Meeting will be available for ten days before this Meeting at the principal
executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Meeting.
This notice and
the enclosed proxy statement are first being mailed to stockholders on or about December 5, 2016.
You are urged to
review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
|
By Order of the Board,
|
|
|
|
/s/ Long Yi
|
|
Long Yi
|
|
Interim Chief Executive Officer and Chief Financial Officer
|
|
December
1, 2016
|
IF YOU RETURN
YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES
LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.
Important Notice Regarding the
Availability of Proxy Materials
for the
Annual Stockholder Meeting to Be Held at 9:30 a.m. on December 30, 2016 Eastern Standard Time
The Notice
of Annual Meeting, proxy statement and Annual Report on Form 10-K are available at
www.proxyvote.com
.
TABLE
OF CONTENTS
CHINA COMMERCIAL CREDIT, INC.
PROXY STATEMENT
2015 ANNUAL MEETING OF STOCKHOLDERS
to be held on Friday, December 30,
2016, at 9:30 a.m., Eastern Standard Time
No. 1688, Yunli Road, Tongli
Wujiang Jiangsu Province
People’s Republic of China
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving this proxy statement?
This proxy statement
describes the proposals on which our Board would like you, as a stockholder, to vote at the Meeting, which will take place on
Friday,
December 30, 2016,
at 9:30 a.m., EST, at No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s
Republic of China.
Stockholders are
being asked to consider and vote upon proposals to (i) elect the Director Nominees to the Board to serve one-year terms, (ii) ratify
the selection of Marcum as our independent registered public accounting firm for 2016, and (iii) transact such other business as
may properly come before the Meeting or any adjournment or postponement thereof.
This proxy statement
also gives you information on the proposals so that you can make an informed decision. You should read it carefully.
Your
vote is important.
You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy
statement.
In this proxy statement,
we refer to China Commercial Credit, Inc. as the “Company”, “ the Company ”, “we”, “us”
or “our.”
Who can vote at this Meeting?
Stockholders
who owned shares of our Common Stock on November 28, 2016 (the “
Record Date
”) may attend and vote at
this Meeting. There were 16,637,679 shares of Common Stock outstanding on the Record Date. All shares of Common Stock shall have
one vote per share. Information about the stockholdings of our directors, executive officers and significant stockholders is contained
in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning
on page 12 of this proxy statement.
What is the proxy card?
The card enables
you to appoint Mingjie Zhao and Long Yi as your representatives at this Meeting. By completing and returning the proxy card, you
are authorizing these persons to vote your shares at this Meeting in accordance with your instructions on the proxy card. This
way, your shares will be voted whether or not you attend this Meeting. Even if you plan to attend this Meeting, it is strongly
recommended to complete and return your proxy card before this Meeting date just in case your plans change. If a proposal comes
up for vote at this Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their
best judgment.
How does the Board recommend that
I vote?
Our Board unanimously
recommends that stockholders vote “FOR” each of the Director Nominees listed in proposal No. 1 and “FOR”
each of proposals No. 2.
What is the difference between holding
shares as a stockholder of record and as a beneficial owner?
Certain of our stockholders
hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their
own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record/Registered
Stockholders
If, on the Record
Date, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, you are a “stockholder
of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record,
you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting.
Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote
is counted.
Beneficial Owner
If, on the Record
Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial
owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee
who is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right
to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record,
you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other
nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder.
If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however,
you will not be able to vote in person at the Meeting.
How do I vote?
If you were a stockholder
of record of the Company’s Common Stock on the Record Date, you may vote in person at the Meeting or by submitting a proxy.
Each share of Common Stock that you own in your name entitles you to one vote, in each case, on the applicable proposals.
(1)
You
may submit your proxy by mail.
You may submit your proxy by mail by completing, signing and dating your proxy card and
returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if you
mark your voting instructions on the proxy card, your shares will be voted:
|
●
|
as you instruct, and
|
|
●
|
according to the best judgment of the proxies if a proposal comes up for a vote at this Meeting that is not on the proxy card.
|
We encourage you
to examine your proxy card closely to make sure you are voting all of your shares in the Company.
If you return a
signed card, but do not provide voting instructions, your shares will be voted:
|
●
|
FOR each nominee for director;
|
|
●
|
FOR the selection of Marcum as our independent registered public accounting firm for year ending December 31, 2016; and
|
|
●
|
According to the best judgment of Mr. Zhao and Mr. Yi if a proposal comes up for a vote at the Meeting that is not on the proxy card.
|
(2)
You
may vote in person at the Meeting
. We will pass out written ballots to any stockholder of record who wants to vote
at the Meeting.
If I plan on attending the Meeting,
should I return my proxy card?
Yes. Whether or
not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement,
please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided herewith
as soon as possible so your shares may be represented at the Meeting.
May I change my mind after I return
my proxy?
Yes. You may revoke
your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:
|
●
|
sending a written notice to the Secretary of the Company at the Company’s executive offices stating that you would like to revoke your proxy of a particular date;
|
|
●
|
signing another proxy card with a later date and returning it to the Secretary before the polls close at this Meeting; or
|
|
●
|
attending this Meeting and voting in person.
|
What does it mean if I receive more
than one proxy card?
You may have multiple
accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares
are voted.
What happens if I do not indicate
how to vote my proxy?
Signed and dated
proxies received by the Company without an indication of how the stockholder desires to vote on a proposal will be voted in favor
of each director and proposal presented to the stockholders.
Will my shares be voted if I do not
sign and return my proxy card?
If you do not sign
and return your proxy card, your shares will not be voted unless you vote in person at this Meeting.
What vote is required to elect the
Director Nominees as directors of the Company?
The election of
each nominee for director requires the affirmative vote of a plurality of the shares of Common Stock represented in person or by
proxy and entitled to vote in the election of directors at the Meeting.
How many votes are required to ratify
Marcum as the Company’s independent registered public accounting firm for year ending December 31, 2016?
The proposal to
ratify the appointment of Marcum to serve as our independent registered public accounting firm for 2016 requires the affirmative
vote of a majority of the votes cast at the Meeting by the holders of shares of Common Stock entitled to vote.
Is my vote kept confidential?
Proxies, ballots
and voting tabulations identifying stockholders are kept confidential and will not be disclosed, except as may be necessary to
meet legal requirements.
Where do I find the voting results
of this Meeting?
We will announce
voting results at this Meeting and also file a Current Report on Form 8-K with the Securities and Exchange Commission (the “
SEC
”)
reporting the voting results.
Who can help answer my questions?
You can contact
Long Yi at (86) 512 6396-0022 or by sending a letter to the offices of the Company at No. 890, Yongkang Road, Wujiang District,
Suzhou, Jiangsu Province, People’s Republic of China with any questions about proposals described in this proxy statement
or how to execute your vote.
THE ANNUAL MEETING
General
We are furnishing
this proxy statement to you, as a stockholder of China Commercial Credit, Inc., as part of the solicitation of proxies by our Board
for use at the Meeting to be held on December 30, 2016, and any adjournment or postponement thereof. This proxy statement is first
being furnished to stockholders on or about December 5, 2016. This proxy statement provides you with information you need to know
to be able to vote or instruct your proxy how to vote at the Meeting.
Date, Time and Place of the Meeting
The Meeting will
be held on December 30, 2016, at 9:30 a.m., EST, at No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s
Republic of China, or such other date, time and place to which the Meeting may be adjourned or postponed.
Purpose of the
Meeting
At the Meeting,
the Company will ask stockholders to consider and vote upon the following proposals:
|
1.
|
To elect the Director Nominees to serve on the Company’s Board of Directors for a term of one year;
|
|
2.
|
To ratify the selection of Marcum as our independent registered public accounting firm for year ending December 31, 2016; and
|
|
3.
|
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
|
Record Date and
Voting Power
Our Board fixed
the close of business on November 28, 2016, as the record date for the determination of the outstanding shares of Common Stock
entitled to notice of, and to vote on, the matters presented at this Meeting. As of the Record Date, there were 16,637,679 shares
of Common Stock outstanding. Each share of Common Stock entitles the holder thereof to one vote. Accordingly, a total of 16,637,679
votes may be cast at this Meeting.
Quorum and Required
Vote
A quorum of stockholders
is necessary to hold a valid meeting. A quorum will be present at the meeting if a majority of the Common Stock outstanding and
entitled to vote at the Meeting is represented in person or by proxy. Abstentions and broker non-votes
(i.e.
shares
held by brokers on behalf of their customers, which may not be voted on certain matters because the brokers have not received specific
voting instructions from their customers with respect to such matters) will be counted solely for the purpose of determining whether
a quorum is present at the Meeting.
Proposal No.
1 (election of each of the Director Nominees) requires the affirmative vote of a plurality of the shares of Common Stock represented
in person or by proxy and entitled to vote in the election of directors at the Meeting. Abstentions and broker non-votes will have
no effect on the election of directors, and
Proposal No. 2 (ratification
of the appointment of Marcum to serve as our independent registered public accounting firm for year ending December 31, 2016) requires
the affirmative vote of the majority of the shares present in person or represented by proxy at the Meeting and entitled to vote
thereon. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.
Revocability
of Proxies
Any proxy may be
revoked by the person giving it at any time before it is voted. A proxy may be revoked by (A) sending to our Secretary, at China
Commercial Credit, Inc., No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s Republic of China,
either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating
to the same shares, or (B) by attending this Meeting and voting in person.
Proxy Solicitation
Costs
The cost of preparing,
assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating
to this Meeting, will be borne by the Company. If any additional solicitation of the holders of our outstanding shares of Common
Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation
of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers, directors and other employees
of the Company, but no additional compensation will be paid to such individuals.
No Right of Appraisal
None of Delaware
law, our Certificate of Incorporation or our Bylaws provides for appraisal or other similar rights for dissenting stockholders
in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our stockholders will have no right to dissent
and obtain payment for their shares.
Who Can Answer Your Questions About
Voting Your Shares
You can contact
Long Yi at (86) 512 6396-0022 or by sending a letter to the offices of the Company at No. 890, Yongkang Road, Wujiang District,
Suzhou, Jiangsu Province, People’s Republic of China, with any questions about proposals described in this proxy statement
or how to execute your vote.
Principal Offices
The principal executive
offices of our Company are located at No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s Republic
of China. The Company’s telephone number at such address is (86) 512 6396-0022.
PROPOSAL
NO. 1 — ELECTION OF DIRECTORS
The
nominees listed below have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand
for election as directors of the Company. Unless such authority is withheld, proxies will be voted for the election of the persons
named below, each of whom has been designated as a nominee. If, for any reason, any nominee/director becomes unavailable for election,
the proxies will be voted for such substitute nominee(s) as the Board may propose.
Board Qualifications
and Director Nominees
We
believe that the collective skills, experiences and qualifications of our directors provide our Board with the expertise and experience
necessary to advance the interests of our stockholders. While the Nominating and Corporate Governance Committee of our Board does
not have any specific, minimum qualifications that must be met by each of our directors, the Nominating and Corporate Governance
Committee uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the Board. In addition
to the individual attributes of each of our current directors described below, we believe that our directors should have the highest
professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience
at the policy-making level in business, exhibit commitment to enhancing stockholder value and have sufficient time to carry out
their duties and to provide insight and practical wisdom based on their past experience.
The Director Nominees recommended by
the Board are as follows:
Name
|
|
Age
|
|
Current Position
|
Mingjie Zhao
|
|
|
52
|
|
Director and Chief Executive Officer since 2016
|
Long Yi
|
|
|
38
|
|
Director since 2015 and Chief Financial Officer and Secretary Since 2013
|
Teck Chuan Yeo
|
|
|
48
|
|
Director since 2016
|
Weiliang Jie
|
|
|
28
|
|
Director since 2016
|
John F. Levy
|
|
|
61
|
|
Director since 2013
|
Information
Regarding the Company’s Directors and the Nominees
Mr. Mingjie
Zhao
has served as a director and Chief Executive Officer of the Company since June 2016. Mr. Zhao has served as the general
manager of Hua Yang, Inc., a company in the real estate development business since September 2011. From April 2004 to May 2009,
he served as Senior Sales Manager of Hephaistos Building Supplies, Inc., a manufacturer and wholesaler of construction material
based in New York. Mr. Zhao held a MBA degree from University of Bridgeport and Bachelor of Science degree from China Eastern Normal
University. Mr. Zhao’s business aptitude and strong analytical skills qualify him for his position as one of our
directors.
Mr. Long
Yi,
the Company’s Chief Financial Officer and Secretary, was appointed to serve as a director on the Board effective
June 12, 2015. Mr. Yi has served as the Company’s Chief Financial Officer and Secretary since January 1, 2013. Mr. Yi also
served as the Company’s acting Chief Executive Officer from August 21, 2014 until December 29, 2014. Prior to joining the
Company, Mr. Yi was the senior financial manager in Sutor Technology Group Ltd. (Nasdaq: SUTR) from 2008 to August 2012. He served
as an accounting manager at Forterra Inc. in Canada from 2006 to 2008. He is a Certified Public Accountant in the State of Illinois.
Mr. Yi has a Bachelor’s degree in Accounting from Northeastern University and a Master’s degree in Accounting and Finance
from University of Rotterdam. He also obtained a graduate diploma in accounting from McGill University.
Mr. Teck
Chuan Yeo
has served as a director of the Company since September 2016. Mr. Yeo is an audit partner of Rui Hua Certified Public
Accountants LLP Shanghai Office since June 2015. From July 2007 to May 2015, Mr. Yeo was an audit partner at Deloitte Hua Yong
Certified Public Accountants LLP. From July 2002 to March 2007, Mr. Yeo served as the financial service director (South and South
East Asia) at BOC Asia Pte Ltd. (Singapore). Mr. Yeo obtained a bachelor degree at Nanyang Technological University. We believe
Mr. Yeo is qualified to server on our Board thanks to his rich experience in accounting and finance.
Mr. Weiliang
Jie
has served as a director of the Company since May 2016. Mr. Jie has worked as the General Manager at Shenzhen Yilegou Mobile
Technology Co, Ltd., an e-commerce technology and service company since 2015. Since 2008, he has served as the Marketing Manager
at Shenzhen Tianhe Union Technology Co, Ltd., a company engaging in business aviation services and network technology development.
Prior to that he worked at Shenzhen Mango Travel Service Co., Ltd. Mr. Jie brings the Board his valuable knowledge and experience
in corporate governance.
Mr.
John F. Levy
has served as a director of the Company since the consummation of our initial public offering on August 12, 2013.
Since May 2005, Mr. Levy has served as the Chief Executive Officer of Board Advisory, a consulting firm, which advises public companies
in the areas of corporate governance, corporate compliance, financial reporting and financial strategies. Mr. Levy currently serves
on the board of directors of four public companies including China Commercial Credit, Inc. Mr. Levy has been a director of Applied
Minerals, Inc. (OTCMKTS: AMNL), a publicly traded exploration stage natural resource and mining company, since January 2008. Mr.
Levy served as chairman from August 2009 to March 2016 and is currently vice-chairman. Mr. Levy has been a director and audit committee
chair of Washington Prime Group, Inc. (NYSE: WPG), a retail real estate investment trust (“REIT”), since August 2016.
Mr. Levy has been a director and chair of the governance committee of Takung Art Co., Ltd., (OTCQB:TKAT), a Hong Kong based online
trading platform for acquiring shared ownership in Asian fine art, jewelry and precious gems, since February 2016. Mr. Levy was
a director of Applied Energetics, Inc. (AERG), a publicly traded shell company that previously specialized in the development and
application of high power lasers and high voltage electronics from June 2009 to January 2106. From October 2006 to October 2013,
Mr. Levy served as a director, and chair of the audit committee of Gilman Ciocia, Inc. a publicly traded financial planning and
tax preparation firm, which was sold in October 2013. From September 2010 to October 2012, he served as director of Brightpoint,
Inc. (a publicly traded company that provided supply chain solutions to leading stakeholders in the wireless industry, which was
sold in October 2012. From November 2008 through June 2010, he served as a director of Applied Natural Gas Fuels, Inc. (formerly
PNG Ventures, Inc.). From March 2006 to April 2010, Mr. Levy served as a director and audit committee chair of Take Two Interactive
Software, Inc. (NASDAQ: TTWO), a public company which is a global developer and publisher of video games best known for the Grand
Theft Auto franchise. Mr. Levy served as Interim Chief Financial Officer from November 2005 to March 2006 for Universal Food &Beverage
Company, which filed a voluntary petition under the provisions of Chapter 11 of the United States Bankruptcy Act on August 31,
2007. Mr. Levy is a Certified Public Accountant with nine years of experience with the national public accounting firms of Ernst
& Young, Laventhol & Horwath and Grant Thornton. Mr. Levy is a frequent speaker on the roles and responsibilities of Board
members and audit committee members. He has authored The 21st Century Director: Ethical and Legal Responsibilities of Board Members,
Acquisitions to Grow the Business: Structure, Due Diligence, and Financing, Creating the Best Projections You Can: Insights and
Techniques, Ethics and Sustainability: A 4-way Path to Success and Finance and Innovation: Reinvent Your Department and Company.
All five courses have initially been presented to various state accounting societies. Mr. Levy has a B.S. degree in economics from
the Wharton School of the University of Pennsylvania and received his M.B.A. from St. Joseph’s University in Philadelphia.
Mr. Levy brings to our board vast financial experiences as a Certified Public Accountant, former Chief Financial Officer of several
companies and as Chief Executive Officer of a consulting firm, which advises public companies in the areas of corporate governance,
corporate compliance, financial reporting and financial strategies. In addition, Mr. Levy brings to our board, substantial experience
with complex accounting and reporting issues, financial strategies, SEC filings, corporate governance and corporate transactions.
Vote Required
Proposal No.
1 will be approved if a plurality of the total votes properly cast in person or by proxy at the Meeting by the holders of Common
Stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation
of the Board
The
Board unanimously recommends that you vote all of your shares “FOR” the election to the Board of all of the nominees
described in this Proposal No. 1.
Corporate Governance
Director
Independence
Our
Board reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based
on this review, it is determined that Weiliang Jie, Teck Chuan Yeo and John F. Levy are “independent directors” as
defined by NASDAQ.
Committees
of the Board of Directors
We
have established an audit committee, a compensation committee and a nominating and governance committee. Each of the committees
of the Board has the composition and responsibilities described below.
Audit Committee
Upon
election, Mr. Levy, Mr. Yeo and Mr. Jie will be members of our Audit Committee, where Mr. John F. Levy shall serve as the chairman.
All members of our Audit Committee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply
specifically to members of audit committees.
We
have adopted and approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee
shall perform several functions, including:
|
●
|
evaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;
|
|
●
|
approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;
|
|
●
|
monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;
|
|
●
|
reviews the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;
|
|
●
|
oversees all aspects of our systems of internal accounting control and corporate governance functions on behalf of the Board;
|
|
●
|
reviews and approves in advance any proposed related-party transactions and reports to the full Board on any approved transactions; and
|
|
●
|
provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board regarding corporate governance issues and policy decisions.
|
It
is determined that Mr. Levy possesses accounting or related financial management experience that qualifies him as an "audit
committee financial expert" as defined by the rules and regulations of the SEC.
Compensation
Committee
Upon
election, Mr. Levy, Mr. Yeo and Mr. Jie will be members of our Compensation Committee and Mr. Jie shall serve as the chairman. All
members of our Compensation Committee are qualified as independent under the current definition promulgated by NASDAQ. We
have adopted a charter for the Compensation Committee. In accordance with the Compensation Committee’s Charter, the Compensation
Committee is responsible for overseeing and making recommendations to the Board regarding the salaries and other compensation of
our executive officers and general employees and providing assistance and recommendations with respect to our compensation
policies and practices.
Nominating
and Governance Committee
Upon
election, Mr. Levy, Mr. Yeo and Mr. Jie will be the members of our Nominating and Governance Committee where Mr. Yeo shall serve
as the chairman. All members of our Nominating and Governance Committee are qualified as independent under the current definition
promulgated by NASDAQ. Our Board adopted and approved a charter for the Nominating and Governance Committee. In
accordance with the Nominating and Governance Committee’s Charter, the Nominating and Governance Committee is responsible
to identify and propose new potential director nominees to the board of directors for consideration and review our corporate governance
policies.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on our Board.
Code of
Conduct and Ethics
We
have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal
securities laws and NASDAQ rules.
Family Relationships
There
are no family relationships between or among the Director Nominees or other executive officers of the Company.
Legal Proceedings
Involving Officers and Directors
To
the knowledge of the Company after reasonable inquiry, no Director Nominee during the past ten years, or any promoter who was a
promoter at any time during the past five fiscal years, has (1) been subject to a petition under the Federal bankruptcy laws or
any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the
business or property of such person, or any partnership in which he was a general partner at or within two years before the time
of such filing, or any corporation or business association of which he was an executive officer at or within two years before the
time of such filing; (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) been the subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting,
the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission,
or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice;
or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any
violation of Federal or State securities laws or Federal commodities laws; (4) been the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated
with persons engaged in any such activity; (5) been found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been
subsequently reversed, suspended, or vacated; (6) been found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) been the subject of, or a party
to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or
vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
or (8) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (“
Exchange Act
”)
(15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
There
are no material pending legal proceedings to which any of the individuals listed above is party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Stockholder
Communications with the Board
We
have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board. Nevertheless,
every effort will be made to ensure that the views of stockholders are heard by the Board, and that appropriate responses are provided
to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate
to adopt such a process.
Director Compensation
The following table
represents compensation earned by our non-executive directors in 2015.
Name
|
|
Fees earned in cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
All Other Compensation
($)
|
|
|
Total
($)
|
|
John L Levy (1)
|
|
$
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
50,000
|
|
Chunjiang Yu (2)
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Xiaofang Shen (2)
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Qinyan Yang (3)
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Bo Xu (3)
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
(1)
|
Mr. Levy shall receive $36,000 in cash per year and 6,000 restricted shares of the Company’s common stock per year, which shall vest in four equal quarterly installments. Mr. Levy also shall receive an additional $14,000 per year for acting as Chairman of the Audit Committee.
|
(2)
|
Mr. Yu and Ms. Shen shall receive $20,000 in cash per year for serving on the Board. They resigned as directors of the Company on June 12, 2015.
|
(3)
|
Ms. Yang and Mr. Xu were appointed as directors of the Company on June 12, 2015 and shall receive annual compensation at $15,000 each. Ms. Yang resigned as a director of the Company on May 12, 2016. Mr. Xu resigned as a director of the Company on September 27, 2016.
|
Executive Officers
Our current executive officers are as
follows:
Name
|
|
Age
|
|
Position
|
Mingjie Zhao
|
|
52
|
|
Chief Executive Officer
|
Long Yi
|
|
38
|
|
Chief Financial Officer and Secretary
|
Mr.
Mingjie Zhao
has served as a director and Chief Executive Officer of the Company since June 2016. Mr. Zhao has served
as the general manager of Hua Yang, Inc., a company in the real estate development business since September 2011. From April 2004
to May 2009, he served as Senior Sales Manager of Hephaistos Building Supplies, Inc., a manufacturer and wholesaler of construction
material based in New York. Mr. Zhao held a MBA degree from University of Bridgeport and Bachelor of Science degree from China
Eastern Normal University.
Mr.
Long Yi
was appointed as the Chief Financial Officer and Secretary of
the Company on January 1, 2013. Mr. Yi acted as the interim Chief Executive Officer of the Company between August 21, 2014 and
December 29, 2014. Prior to joining the Company , Mr. Yi was the senior financial manager in Sutor Technology Group Ltd. (Nasdaq:
SUTR) from 2008 to August 2012. He served as an accounting manager at Forterra Inc. in Canada from 2006 to 2008. He
is a Certified Public Accountant in the State of Illinois. Mr. Yi has a Bachelor’s degree in Accounting from Northeastern
University and a Master’s degree in Accounting and Finance from University of Rotterdam. He also obtained a graduate
diploma in accounting from McGill University.
Executive Compensation
Summary Executive Compensation
Table
Name and Principal Position
|
|
Fiscal Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Other Compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Yi (1)
|
|
|
2015
|
|
|
|
56,907
|
|
|
|
-
|
|
|
|
110,400
|
|
|
|
-
|
|
|
|
-
|
|
|
|
167,307
|
|
(CFO)
|
|
|
2014
|
|
|
|
35,492
|
|
|
|
17,741
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
53,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jingen Ling (2)
|
|
|
2015
|
|
|
|
10,327
|
|
|
|
-
|
|
|
|
138,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
148,327
|
|
(CEO)
|
|
|
2014
|
|
|
|
24,219
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,219
|
|
(1)
|
Mr. Long Yi was appointed as the CFO of the Company on January 1, 2013. Mr. Yi was entitled to an annual base salary of $50,000 pursuant to the employment agreement he had with the Company. Mr. Yi agreed to waive the difference between the amount he was entitled to pursuant to his employment agreement and the actual amount he was paid by the Company during fiscal year ended December 31, 2015 and 2014.
|
(2)
|
Mr. Jingen Ling was appointed as the CEO of the Company on December 29, 2014. Mr. Zhao received this salary as the president of WFOE when he was appointed such position in August 2014. Mr. Ling resigned as the Chief Executive Officer and President of the Company on June 21, 2016.
|
Grants of Plan Based Awards in the
Fiscal Year Ended December 31, 2015
We currently have a 2014 equity incentive
plan pursuant to which 1,500,000 shares were authorized. During the fiscal year ended December 31, 2015, an aggregate of 135,000
shares of common stock were granted to our officers and directors under the plan.
Outstanding Equity Awards at Fiscal
Year-End
None.
Employment Contracts, Termination
of Employment, Change-in-Control Arrangements
As of January 1, 2013, the Company entered
into an employment agreement with our CFO, Mr. Long Yi, pursuant to which he shall receive an annual base salary of $50,000. Under
his employment agreement, Mr. Yi is employed as our CFO for a term of two years, which automatically renews for additional one
year terms unless previously terminated on three months written notice by either party. We may terminate the employment for cause,
at any time, without notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to
a felony or grossly negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In
such case, the executive officer will not be entitled to receive payment of any severance benefits or other amounts by reason of
the termination, and the executive officer’s right to all other benefits will terminate, except as required by any applicable
law. We may also terminate an executive officer’s employment without cause upon one-month advance written notice. In such
case of termination by us, we are required to provide compensation to the executive officer, including severance pay equal to 3
months of base salary. The executive officer may terminate the employment at any time with a one-month advance written notice if
there is any significant change in the executive officer’s duties and responsibilities or a material reduction in the executive
officer’s annual salary. In such case, the executive officer will be entitled to receive compensation equivalent to 12 months
of the executive officer's base salary.
As of December 29, 2014, the Company
entered into an employment agreement with Mr. Mingjie Zhao pursuant to which he shall be employed as the CEO of the Company
and receive an annual base salary of $75,000. Under this employment agreement, Mr. Zhao is employed as our CEO for a term
of five years, which automatically renews for additional one year terms unless previously terminated on three months written
notice by either party. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts
of the executive officer, such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to our detriment,
or misconduct or a failure to perform agreed duties. In such case, the executive officer will not be entitled to receive
payment of any severance benefits or other amounts by reason of the termination, and the executive officer’s right to all
other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s employment
without cause upon one-month advance written notice. In such case of termination by us, we are required to provide compensation
to the executive officer, including severance pay equal to 12 months of base salary. The executive officer may terminate the employment
at any time with a one-month advance written notice if there is any significant change in the executive officer’s duties
and responsibilities or a material reduction in the executive officer’s annual salary. In such case, the executive officer
will be entitled to receive compensation equivalent to 12 months of the executive officer's base salary.
Each executive officer has agreed to
hold, both during and after the termination of his employment agreement, in strict confidence and not to use, except as required
in the performance of his or his duties in connection with the employment, any of our confidential information or proprietary information
of any third party received by us and for which we have confidential obligations.
In addition, each executive officer
has agreed to be bound by non-competition and non-solicitation restrictions during the term of his employment and for one year
following termination of the employment.
Section 16 Compliance
Section
16(a) of the Exchange Act, requires our directors, officers and persons who own more than 10% of our Common Stock to file
with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other of our equity securities.
To our knowledge, based solely on review of the copies of such reports furnished to us, as of the date of this proxy, all Section
16(a) filings applicable to officers, directors and greater than 10% stockholders were made.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of our common stock as of the Record Date for our officers,
directors, director nominees and 5% or greater beneficial owners of common stock. There is no other person or group of affiliated
persons, known by us to beneficially own more than 5% of our common stock.
We
have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership
of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person
is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within
60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all
shares shown as beneficially owned by him, subject to applicable community property laws.
The
percentage ownership information shown in the table below assumes that there are 16,637,679 shares of common stock outstanding
as of the Record Date.
Name of Beneficial Owner
|
|
Number of Shares of
Common Stock
Beneficially
Owned
|
|
|
Percent of
Class
Beneficially
Owned
|
|
5% stockholders:
|
|
|
|
|
|
|
|
|
Yang Jie
|
|
|
2,739,025
|
|
|
|
16.46
|
%
|
Ke Da Investment Ltd.
|
|
|
875,700
|
|
|
|
5.26
|
%
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
Mingjie Zhao
|
|
|
-
|
|
|
|
-
|
|
Long Yi
|
|
|
415,000
|
|
|
|
2.49
|
%
|
John F. Levy
|
|
|
29,250
|
|
|
|
*
|
|
Teck Chuan Yeo
|
|
|
-
|
|
|
|
-
|
|
Weiliang Jie
|
|
|
-
|
|
|
|
-
|
|
All officers and directors as a group (5 persons)
|
|
|
444,250
|
|
|
|
2.49
|
%
|
Certain
Relationships and Related Transactions
Contractual Arrangements between WFOE and
Pride Online
On February 19, 2014, WFOE entered into certain
contractual arrangements with Mr. Huichun Qin, Pride Online, a domestic entity established on February 19, 2014 and 100% owned
by Mr. Qin and. Pursuant to these contractual arrangements, WFOE shall have the power, rights and obligations equivalent in all
material respects to those it would possess if it were the sole equity holder of Pride Online, including absolute control rights
and the rights to the assets, property and revenue of Pride Online and the receipt of approximately 100% of the net income
of Pride Online as a service fee to WFOE. Mr. Qin did not receive any consideration in exchange for his agreement to give
up his control over Pride Online. The contractual arrangements between WFOE, Pride Online and its sole stockholder, Mr. Huichun
Qin, had substantially the same terms as those between WFOE and Wujiang Luxiang. Effective May 11, 2015, these contractual arrangements
were terminated.
During the year ended December 31, 2015, the
Company repaid the loan of Wujiang Chunjia Textile Trading Co., Ltd (“Chunjia Textile”), a company controlled by Huichun
Qin, the Company’s former Chief Executive Officer and Chairman, in the amount of $468,764 to banks on its behalf as of December
31, 2015.
During the year ended December 31, 2015, Suzhou
Dingli Real Estate Co., Ltd., a company controlled by Mr. Mingjie Zhao, the Chief Executive Officer of the Company, was involved
to provide guarantee services for the bank borrowings. No commissions or fees are required from the Company.
During the year ended December 31, 2014, the
Company also provided financial guarantee service for Chunjia Textile to guarantee a loan of $813,577 and repaid Chunjia Textile’s
loan of $162,707 to banks on its behalf as of December 31, 2014. The Company earned commission income of $14,644 from the financial
guarantee service provided to Chunjia Textile.
As of December 31, 2015, the Company provided
financial guarantee service for Chunjia Textile to guarantee loans of $622,807. The Company accrued provision of $311,404 on the
outstanding balance as of December 31, 2015.
Huichun Qin transferred $1,098,197(equivalent
of RMB 7 million) to his personal account without proper authorization on July 2, 2014. As of December 31, 2015, Huichun Qin has
not repaid the balance. The amount was recorded as a deduction of the Company’s equity as of December 31, 2015 and December
31, 2014, respectively.
Review, Approval or Ratification of Transactions
with Related Persons
Our Audit Committee consisting of independent
directors, is charged with reviewing and approving all agreements and transactions with related parties.
PROPOSAL NO. 2 — RATIFICTION
OF SELECTION OF INDEPENDENT REGISTRED PUBLIC ACCOUNTING FIRM
The
Audit Committee has selected Marcum to serve as the independent registered public accounting firm of the Company for the fiscal
year ending December 31, 2016.
We
are asking our stockholders to ratify the selection of Marcum as our independent registered public accounting firm. In the event
our stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment.
We
have been advised by Marcum that neither the firm nor any of its associates had any relationship during the last fiscal year with
our company other than the usual relationship that exists between independent registered public accountant firms and their clients. Representatives
of Marcum are not expected to attend the Meeting in person and therefore are not expected to be available to respond to any questions. As
a result, representatives of Marcum will not make a statement at the Meeting.
Principal
Accountant Fees and Services
Audit Fees.
The aggregate
fees billed by Marcum Bernstein & Pinchuk LLP for professional services rendered for the audit of our annual financial statements,
review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC
for the year ended December 31, 2015 and 2014 totaled $282,544 and $140,311, respectively. The above amounts include interim procedures
and audit fees, as well as attendance at audit committee meetings.
The above amounts include interim procedures
and audit fees, as well as attendance at audit committee meetings.
All Other Fees.
None
Policies and Procedures Relating to
Approval of Services by our Independent Registered Public Accountants
The Audit Committee
is solely responsible for the approval in advance of all audit and permitted non-audit services to be provided by our independent
registered public accounting firms (including the fees and other terms thereof), subject to the
de minimus
exceptions
for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Audit
Committee prior to the completion of the audit. None of the fees listed above are for services rendered pursuant to such
de
minimus
exceptions.
The
Audit Committee of our Board of Directors has established its pre-approval policies and procedures, pursuant to which the Audit
Committee approved the foregoing audit, tax and non-audit services provided by Marcum in 2015. Consistent with the Audit Committee’s
responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit
Committee. The full Audit Committee approves proposed services and fee estimates for these services. One or more independent
directors serving on the Audit Committee may be delegated by the full Audit Committee to pre-approve any audit and non-audit services.
Any such delegation shall be presented to the full Audit Committee at its next scheduled meeting. Pursuant to these procedures,
the Audit Committee approved the foregoing audit services provided by Marcum.
Vote Required
Proposal No.
2 (the ratification of the appointment by the Audit Committee of Marcum to serve as our independent registered public accounting
firm for the fiscal year ending December 31, 2016) will be approved if a majority of the total votes properly cast in person
or by proxy at the Meeting by the holders of common stock vote “FOR” the proposal. Abstentions and broker non-votes
will have no effect on the result of the vote.
Unless marked to
the contrary, the shares represented by the enclosed proxy card will be voted “FOR” ratification of the appointment
of Marcum as the independent registered public accountants of the Company.
Recommendation
of the Board
The Board
unanimously recommends that you vote all of your shares “FOR” the ratification of Marcum as independent registered
public accountants as described in this Proposal No. 2.
Audit Committee
Report
The primary purpose
of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee our financial reporting activities. The
Audit Committee is responsible for reviewing with both our independent registered public accounting firm and management, our accounting
and reporting principles, policies and practices, as well as our accounting, financial and operating controls and staff. The Audit
Committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered
public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Codification
of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the
“PCAOB”
)
in Rule 3200T. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered
public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered
public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion,
the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K
for the last fiscal year ended December 31, 2015 for filing with the SEC.
|
John F. Levy
|
|
Weiliang Jie
|
|
Teck
Chuan Yeo
|
The information
contained in this proxy statement with respect to the Audit Committee’s report above and the independence of the members
of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor
shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the
“Securities
Act”
), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in
such filing.
OTHER MATTERS
Our Board knows
of no other matter to be presented at the Meeting. If any additional matter should properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.
OTHER INFORMATION
Deadline for
Submission of Stockholder Proposals for 2017 Annual Meeting of Stockholders
For any proposal
to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2017 Annual Meeting
of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals
must be received by the Company at its offices at No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s
Republic of China, Attention: Chief Executive Officer, no later than August 7, 2017.
If we are not notified
of a stockholder proposal a reasonable time prior to the time we send our proxy statement for our 2016 annual meeting, then our
Board will have discretionary authority to vote on the stockholder proposal, even though the stockholder proposal is not discussed
in the proxy statement. In order to curtail any controversy as to the date on which a stockholder proposal was received by us,
it is suggested that stockholder proposals be submitted by certified mail, return receipt requested, and be addressed to China
Commercial Credit, Inc., No. 890, Yongkang Road, Wujiang District, Suzhou, Jiangsu Province, People’s Republic of China,
Attention: Chief Executive Officer. Notwithstanding, the foregoing shall not affect any rights of stockholders to request inclusion
of proposals in our proxy statement pursuant to Rule 14a-8 under the Exchange Act nor grant any stockholder a right to have any
nominee included in our proxy statement.
Proxy
Solicitation
The solicitation
of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies. The transfer agent and registrar
for our common stock, VStock Transfer, LLC, as a part of its regular services and for no additional compensation other than reimbursement
for out-of-pocket expenses, has been engaged to assist in the proxy solicitation. Proxies may be solicited through the
mail and through telephonic or telegraphic communications to, or by meetings with, stockholders or their representatives by our
directors, officers and other employees who will receive no additional compensation therefor. We may also retain a proxy solicitation
firm to assist us in obtaining proxies by mail, facsimile or email from record and beneficial holders of shares for the Meeting.
If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary compensation for its services, including
out-of-pocket expenses.
We request persons
such as brokers, nominees and fiduciaries holding stock in their names for others, or holding stock for others who have the right
to give voting instructions, to forward proxy material to their principals and to request authority for the execution of the proxy. We
will reimburse such persons for their reasonable expenses.
Annual
Report
The Annual Report
is being sent with this Proxy Statement to each stockholder and is available at www.proxyvote.com as well as on the SEC’s
website at www.sec.gov. The Annual Report contains our audited financial statements for the fiscal year ended December
31, 2015. The Annual Report, however, is not to be regarded as part of the proxy soliciting material.
Delivery
of Proxy Materials to Households
Only one copy of
this proxy statement and one copy of our Annual Report are being delivered to multiple registered stockholders who share an address
unless we have received contrary instructions from one or more of the stockholders. A separate form of proxy and a separate notice
of the Meeting are being included for each account at the shared address. Registered stockholders who share an address and would
like to receive a separate copy of our Annual Report and/or a separate copy of this proxy statement, or have questions regarding
the householding process, may contact the Company’s transfer agent: VStock Transfer, LLC, by calling (212) 828-8436, or by
forwarding a written request addressed to VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. Promptly upon
request, a separate copy of our Annual Report on Form 10-K and/or a separate copy of this proxy Statement will be sent. By
contacting VStock Transfer, LLC, registered stockholders sharing an address can also (i) notify the Company that the registered
stockholders wish to receive separate annual reports to stockholders, proxy statements and/or Notices of Internet Availability
of Proxy Materials, as applicable, in the future or (ii) request delivery of a single copy of annual reports to stockholders
and proxy statements in the future if registered stockholders at the shared address are receiving multiple copies.
Many brokers, brokerage
firms, broker/dealers, banks and other holders of record have also instituted “householding” (delivery of one copy
of materials to multiple stockholders who share an address). If your family has one or more “street name” accounts
under which you beneficially own shares of our common stock, you may have received householding information from your broker, brokerage
firm, broker/dealer, bank or other nominee in the past. Please contact the holder of record directly if you have questions, require
additional copies of this proxy statement or our Annual Report or wish to revoke your decision to household and thereby receive
multiple copies. You should also contact the holder of record if you wish to institute householding.
Where You Can
Find Additional Information
Accompanying this
proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Such Report constitutes
the Company’s Annual Report to its Stockholders for purposes of Rule 14a-3 under the Exchange Act. Such Report includes the
Company’s audited financial statements for the 2014 fiscal year and certain other financial information, which is incorporated
by reference herein. The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files
reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information are available
on the SEC’s website at
www.sec.gov
. Stockholders who have questions in regard to any aspect of the matters discussed
in this proxy statement should contact Long Yi, our Chief Financial Officer, at No. 890, Yongkang Road, Wujiang District, Suzhou,
Jiangsu Province, People’s Republic of China, or by telephone on (86) 512-6396-0022.
Form of Proxy Card
TD (NASDAQ:GLG)
Historical Stock Chart
From Mar 2024 to Apr 2024
TD (NASDAQ:GLG)
Historical Stock Chart
From Apr 2023 to Apr 2024