|
Item 5.02.
|
Departure of Directors or Certain Officers; Election
of Directors; Appointment of
Certain Officers; Compensatory
Arrangements of Certain Officers.
|
(b) On November 14, 2017, the board of directors (the “Board”)
of American Lorain Corporation (the “Company”), a Nevada Company received a
resignation letter from Dekai Yin, a member of the (the “Board”), a member of
Nominating Committee, the Audit Committee and the Compensation Committee of the
Board, effective immediately. Mr. Yin indicated that his resignation is to
pursue other professional interests and not because of any disagreement with the
Company.
On November 8, 2017, the board of directors (the “Board”) of
American Lorain Corporation (the “Company”), a Nevada Company received a
resignation letter from Yundong Lu, Chief Operating Office (the “COO”) and a
member of the (the “Board”), effective immediately. Mr. Lu indicated that his
resignation is to pursue other professional interests and not because of any
disagreement with the Company.
(c) On November 8, 2017, the Board appointed Yimin Jin as a
member of the Board and the Chief strategic officer. Mr. Jin has extensive
experiences in investment and financing industry, especially in the M&A
world.
From 1995 to 2001, Mr. Jin served as the General Manager in
Shanghai Pudong Development Bank, and from 2001-2017, Mr. Jin served as the
Managing Director of Shanghai Xiefeng Science and Technology Investment Co.,
Ltd. Mr. Jin received his college diploma from Shanghai Shanda College in 1993
and received his Bachelor of Finance degree from Shanghai Television University
in 1998. Mr. Jin obtained his MSBA degree from Madonna University in 2001.
(d) On November 8, 2017, the Board appointed Yuguo Zhang as a
member of the Board, the Chairman of the Compensation Committee, and a member of
the Audit Committee and the Corporate Governance and Nominating Committee of the
Board, to serve until his successor has been duly elected and qualified.
Yuguo Zhang, age 60, has served as the president of Jiangsu
Siyuan Port Co, Ltd. from 2014 to 2016. From 2012 to 2014, Mr. Zhang served as
the president of Jiangsu Xinmin Port Co., Ltd., and from 2008 to 2012, Mr. Zhang
served as the president of Rugao Port Group. Mr. Zhang received his Bachelor of
Chinese Language degree from Huadong Normal University in 1991 and obtained his
MSBA degree from Madonna University in 1999.
The Company believes Mr. Zhang is well qualified to serve as a
member of the Board because of his extensive company management experience.
There are no arrangements or understandings between Mr. Zhang and any other
persons pursuant to which Mr. Zhang was appointed as a director of the Company.
In addition, there are no family relationship between Mr. Zhang and any director
or executive officer of the Company.
Based on its investigation, the Board determined that Mr. Zhang
is “independent” under the independence requirements of the NYSE MKT and Rule
10A-3 under the Securities Exchange Act of 1934, and he does not have any
relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
Based on its review, the Board also determined that Mr. Zhang
qualifies as a “Non-Employee Director” as defined by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and an “outside director” under
Section 162(m) of the Internal Revenue Code and related regulations.
In connection with the appointment, the Board of Directors of
the Company has authorized the Company to provide Mr. Zhang with compensation in
the amount of RMB 100,000 (approximately $15,151) a year.
For more information of any update of the company, please refer
to our website at: http://www.usalr.cn.