TABLE
OF CONTENTS
QUESTIONS
AND ANSWERS
The
following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Annual
Meeting. The following questions and answers do not include all the information that is important to our stockholders. We urge
stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.
Q:
Why did I receive this proxy statement?
A:
This proxy statement is being provided to you in connection with our Board’s solicitation of proxies for use at the Annual
Meeting. As a holder of our common stock as of the close of business on September 24, 2019 (the “Record Date”),
you are invited to attend the Annual Meeting and to vote in person or by proxy on the proposals described in this proxy statement.
Q:
What is being voted on at the Annual Meeting?
A:
Our Board is soliciting your vote for the following proposals to be voted on at the Annual Meeting:
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The
Director Election Proposal - To consider and vote upon a proposal to elect five directors to serve as members
of our Board for one-year terms;
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The
Say-On-Pay Proposal - To approve, on an advisory basis, a non-binding resolution approving the compensation of our
named executive officers; and
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The Auditor
Ratification Proposal - To ratify the appointment of WWC, P.C. as our independent registered public accounting
firm for the fiscal year ending December 31, 2019.
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Q:
Who is entitled to vote at the Annual Meeting?
A:
Holders of common stock as of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any reconvened
meeting following any adjournment or postponement of the Annual Meeting.
Q:
Do I have dissenters’ rights of appraisal?
A:
The Nevada Revised Statutes do not provide dissenters’ rights of appraisal to the Company’s stockholders in connection
with any of the proposals herein.
Q:
How many votes do I have?
A:
On the Record Date, there were 7,877,765 shares of common stock issued and outstanding. Each stockholder is entitled to one vote
for each outstanding share of common stock held as of the Record Date.
Q:
What is the difference between holding shares of common stock as a holder of record and as a beneficial owner?
A:
If your shares are registered directly in your name with our transfer agent, Empire Stock Transfer, Inc., you are considered,
with respect to those shares, the “stockholder of record.” If you are a stockholder of record, the Company sent this
proxy statement and a proxy card directly to you.
If
your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner”
of shares held in “street name.” If you hold shares in street name, this proxy statement has been forwarded to you
by your bank, broker or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial
owner, you have the right to direct your bank, broker or other nominee how to vote your shares by using the voting instruction
card included in the mailing or by following their instructions for voting by telephone, fax, or over the Internet, if they offer
that alternative. As a beneficial owner is not a stockholder of record, you may not vote these shares in person at the Annual
Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares, giving you
the right to vote the shares at the Annual Meeting.
Q:
What is the quorum required for the Annual Meeting?
A:
Holders of a majority in voting power of the Company’s common stock issued and outstanding and entitled to vote at the Annual
Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of our stockholders,
present in person or represented by proxy, will have the power to adjourn the Annual Meeting. As of the Record Date, 3,938,884
shares of our common stock would be required to achieve a quorum.
Q:
How do I vote?
A:
You may vote using any of the following methods:
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Proxy
card or voting instruction card. Be sure to complete, sign and date the card and return it in the prepaid envelope.
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By telephone, fax, or over the Internet. This
is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most
banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.
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In person at
the Annual Meeting. All stockholders may vote in person at the Annual Meeting. You may also be represented by another
person at the Annual Meeting by executing a proper proxy designating that person. If you hold shares in street name, you must
obtain a legal proxy from your bank, broker or other nominee and present it to the inspector of election with your ballot
when you vote at the Annual Meeting.
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Q:
Can I change my vote after I have voted?
A:
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again on
a later date by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual
Meeting and voting in person. Mere attendance at the Annual Meeting will not automatically revoke your proxy unless you vote in
person at the Annual Meeting or specifically request in writing that your prior proxy be revoked.
Q:
What happens if I do not give specific voting instructions?
A:
If you do not vote your shares held of record (registered directly in your name, not in the name of a bank or broker), your shares
will not be voted.
If
you do not vote your shares held beneficially in street name with a broker, your broker will not be authorized to vote on non-routine
matters. The Director Election Proposal and the Say-On-Pay Proposal are considered non-routine matters, and therefore brokers
cannot exercise discretionary authority regarding these proposals for beneficial owners who have not returned proxies to the brokers
(so-called “broker non-votes”). The Auditor Ratification Proposal is considered a routine matter, and therefore brokers
can exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers.
If your broker is not able to vote your shares, they will constitute “broker non-votes,” which are counted for the
purposes of determining the presence of a quorum, but otherwise do not affect the outcome of the foregoing matters being voted
on at the Annual Meeting.
Q:
What vote is required to approve each proposal?
A:
The proposal to elect five directors to serve as members of our Board for one year terms requires the affirmative vote of a plurality
of the votes cast by shares represented in person or proxy and entitled to vote for the election of directors. This means that
the five nominees receiving the most votes will be elected. You may vote “FOR” all of the nominees
or your vote may be “WITHHELD” with respect to one or more of the nominees. Votes withheld as to
this proposal will not affect the election of the candidates that receive the plurality of the vote.
The
advisory vote to approve the compensation of named executive officers requires the affirmative “FOR” votes
of a majority of the votes cast on this proposal. The approval of the advisory vote to approve the compensation of named executive
officers is a non-binding advisory votes.
The
proposal for the ratification of the appointment of WWC, P.C. as our independent registered public accounting firm for the fiscal
year ending December 31, 2019 requires the affirmative “FOR” votes of a majority of the votes cast on this
proposal.
Q:
How are abstentions and broker non-votes treated?
A:
For the purpose of determining whether our stockholders have approved a proposal, with respect to the Director Election Proposal,
the Say-On-Pay Proposal and the Auditor Ratification Proposal, abstentions and broker non-votes will have no effect on the outcome
of these proposals.
Q:
Is my vote confidential?
A:
We will handle proxy instructions, ballots and voting tabulations that identify individual stockholders in a manner that protects
your voting privacy. Your vote will not be disclosed within or outside our Company, except:
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as necessary to meet applicable
legal requirements;
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to allow for the tabulation and certification
of votes; and
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to facilitate a successful proxy solicitation.
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Occasionally,
stockholders provide written comments on their proxy cards. These may be forwarded to management or our Board.
Q:
Where can I find the voting results of the Annual Meeting?
A:
The preliminary voting results may be announced at the Annual Meeting. The final voting results will be tallied by the inspector
of election for the Annual Meeting and announced in a Current Report on Form 8-K as soon as practicable after the inspector of
election tallies the final voting results.
Q:
Who is paying the cost of this proxy solicitation?
A:
We are paying the cost of soliciting proxies. We may retain a proxy solicitation firm to assist us in soliciting proxies for a
nominal fee plus reasonable out-of-pocket expenses. We must pay brokerage firms and other persons representing beneficial owners
of shares of common stock their reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners
who specifically request them and obtaining voting instructions from those beneficial owners.
In
addition to soliciting proxies by mail, members of our Board and our officers and employees may solicit proxies on our behalf,
without additional compensation, personally or by telephone. We may also solicit proxies by email from stockholders who are our
employees or who have previously requested electronic receipt of proxy materials.
Q:
What if I have questions for the Company’s transfer agent?
A:
Please contact our transfer agent, at the telephone number or address listed below, with questions concerning stock certificates,
transfer of ownership or other matters pertaining to your stock account.
Empire
Stock Transfer, Inc.
1859
Whitney Mesa Dr.
Henderson,
NV 89014
Q:
Who can help answer my questions?
A:
If you have any questions about the Annual Meeting or how to vote or revoke your proxy, please contact us at:
Planet
Green Holdings Corp.
Suite 200, 9841 Washingtonian Blvd
Gaithersburg, MD 20878
Attention: Hongxiang Yu
Telephone: (202) 891-8907
THE
DIRECTOR ELECTION PROPOSAL
Our
Board currently consists of one class of five directors, with all directors elected to serve a one-year term.
At
the Annual Meeting, stockholders are being asked to elect five directors, including five directors standing for re-election, to
serve as members of our Board for one-year terms.
Messrs.
Bin Zhou, Hongxiang Yu, Chao Chen, King Fai Leung and Guangming Fang are currently directors of the Company who are standing for
re-election at the Annual Meeting and Bin Zhou will replace Hongxiang Yu as the Chairman of the Board after the Annual Meeting.
In
addition, immediately after the Annual Meeting, Bin Zhou will replace Hongxiang Yu as the Chief Executive Officer of the Company.
The
table below sets forth the name, age and position of each nominee for director.
Name
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Age
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Position
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Bin Zhou
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29
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Chairman and Director
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Hongxiang Yu
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38
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Director
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Chao Chen
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33
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Director
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King Fai Leung
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47
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Director
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Guangming Fang
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54
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Director
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The
following sets forth information regarding each nominee:
Bin
Zhou has served as a director of the Company since May 2019. He has served as chairman of the board of directors
of Xianning Bozhuang Tea Products Co., Ltd. since March 2019. Mr. Zhou was the general manager and legal representative of Hubei
Qianding Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016 to March 2019. He also
served as supervisor of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from April 2014 to
June 2018. Mr. Zhou received his Bachelor of Law degree from National Judges College in Beijing, China. We believe Mr. Zhou is
well qualified to serve on the Board because of his business and management experience.
Hongxiang
Yu has served as a director of the Company since August 2016 and the Chief Executive Officer and President of the
Company since September 2018. Mr. Yu has served as the head of the internal auditing department of Hongrun Construction Group
Co., Ltd., a company listed on the Shenzhen Stock Exchange, and as general manager for Hongrun's foundation engineering subsidiary,
since August 2006. In September 2015, Mr. Yu established, and has been the Chairman of, Shanghai Highlights Asset Management Co.,
Ltd., a company engaged in assets management and private equity investment in China. Since April 2016, Mr. Yu has also served
as the Vice Chairman of Tianjin Dragon Film Limited, a company engaged in investment in film industry including the both upstream
and downstream chain of film production business in China. Mr. Yu received his Bachelor degree in International Trade in 2004
from University of Portsmouth in the United Kingdom and his Master degree in International Human Resources Management in 2006
from University of Portsmouth. We believe Mr. Yu is well qualified to serve on the Board because of his extensive management experience.
Chao
Chen has served as a director of the Company since April 2019. She has been an attorney at Beijing QianCheng law firm since August 2019. Prior to that, she was an attorney
at Beijing Lanpeng Law Firm from May 2015 to August 2019. Her practice includes litigation, mergers and acquisitions and general
corporate representation. Ms. Chen served
as the legal manager of LightInTheBox Holding Co., Ltd., an international online retail company that is listed on New York Stock
Exchange, from November 2018 to January 2019. From September 2013 to May 2015, Ms. Chen served as the senior project manager of
China Aviation Supplies Holding Company, a company that provides aircraft procurement and support services on aviation supplies,
and was responsible for the planning, procurement and execution of cross-border projects. Ms. Chen received her Master of Law
degree from Beijing Institute of Technology and her Bachelor of Law degree from Southwest University for Nationalities. We believe
Ms. Chen is well-qualified to serve on the Board because of her experience and strong expertise in mergers and acquisitions and
general corporate management.
King
Fai Leung has served as a director of the Company since July 2019. He has over 20 years’ experience in finance and
accounting. He has been the executive director of Maxima Energy Limited, an energy company in Hong Kong, since December 2018.
Mr. Leung has also served as an independent director since November 2017 and was re-designated in March 2019 as an executive director
and Chief Financial Officer of Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB:
CIIX). He has also served as an independent director, chairman of the audit committee and a member of the remuneration and nomination
committee of Daisho Microline Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the manufacture
and sales of printed circuit boards (HKG: 0567), since June 2015. In addition, Mr. Leung served as directors in various public
companies, including Kirin Group Holdings Limited, an investment holding company principally engaged in the financial related
business (HKG: 8109), Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient products company (OTC Pink: BSPM),
and Hao Wen Holdings Limited, an investment holding company principally engaged in the manufacture and trading of biomass fuel
in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University in Victoria,
Australia. He is a Certified Public Account in both Hong Kong and Australia. We believe Mr. Leung is well-qualified to serve on
the Board because of his extensive experience and expertise in finance and accounting.
Guangming
Fang has served as a director of the Company since September 2018. He has served as a director of Hongkong Zhuangyuanlou
Food Co., Ltd. since September 2014. He served as chief executive officer of Yueyuxing International Trade Company in Thailand
from 1986 to 1999. He served as chief executive officer of Beijing Zhongqiao Culture Development Company from 1999 to August 2014,
Mr. Fang received his bachelor of accounting degree from Payap University of Thailand in 1986. We believe Mr. Fang is well qualified
to serve on the Board because of his extensive management experience in the food industry.
There
are no arrangements or understandings between any of our directors and any other person pursuant to which any director was selected
to serve as a director of our company. Directors are elected until their successors are duly elected and qualified. There are
no family relationships among any of the directors or the executive officers of the Company.
Director
Qualifications and Diversity
We
seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations
of our businesses. We seek directors who possess the qualities of integrity and candor, who have strong analytical skills and
who are willing to engage management and each other in a constructive and collaborative fashion. We also seek directors who have
the ability and commitment to devote significant time and energy to service on the Board and its committees. We believe that all
of our directors meet the foregoing qualifications. We do not have a policy with respect to diversity.
Transactions
with Related Persons, Promoters and Certain Control Persons
Certain
“related party” transactions involving related persons (excluding executive officer compensation which is determined
by the compensation committee) are presented to, reviewed and approved by the audit committee. Related persons include the Company’s
directors and executive officers, immediate family members of the directors and executive officers, and security holders who beneficially
own five percent or more of our common stock and their respective family members. The transactions subject to such review are
those transactions in which the Company was or is to be a participant and the amount involved equals or exceeds $120,000. If the
related party involved in a related party transaction is a director of the Company that would normally review such a transaction
or a family member of such a director, then that director will not participate in the relevant discussion and review.
Information
considered in evaluating such transactions may include: the nature of the related person’s interest in the transaction;
the material terms of the transaction; whether the terms of the transaction are fair to the Company and on the same basis as would
apply if the transaction did not involve a related party; whether there are business reasons for the Company to enter into the
transaction; whether the transaction would impair the independence of an outside director; and whether the transaction would present
an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction,
the overall financial position of the director, executive officer or related party, the direct or indirect nature of the director’s,
executive officer’s or related party’s interest in the transaction and the ongoing nature of any proposed relationship;
and any other factors the audit committee deems relevant.
Review,
Approval or Ratification of Transactions with Related Persons
Our
Board appointed an audit committee consisting of independent directors. This committee, among other duties, is charged to review,
and if appropriate, ratify all agreements and transactions which had been entered into with related parties, as well as review
and ratify all future related party transactions.
Vote
Required
If
a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the five nominees
will be elected if they receive more affirmative votes than any other nominee for the same position. Votes marked “FOR”
a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event
any nominee is unable to serve. Failure to vote by proxy or to vote in person at the Annual Meeting and broker non-votes will
have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.
Recommendation
of the Board
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES TO THE BOARD.
THE
SAY-ON-PAY PROPOSAL
The
recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) added Section
14A to Securities Exchange Act of 1934, as amended (the “Exchange Act”), which enables our stockholders to vote to
approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement
in accordance with the SEC’s rules.
Our
named executive officer compensation program is designed to attract, motivate and retain our named executive officers, who are
critical to our success. The Compensation Committee believes an effective compensation program is one that is designed to align
the interests of executive officers with those of our stockholders by tying long-term incentive compensation to financial performance
and ultimately to the creation of stockholder value. The Compensation Committee believes that it has taken a responsible approach
to compensating our named executive officers.
Please
read the “Executive Compensation” section of this proxy statement for additional details about our executive compensation
program.
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 the compensation of our named executive officers. This vote is not intended to address any specific item of compensation,
but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this
proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED,
that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed
in the Company’s proxy statement for the 2019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules
of the Securities and Exchange Commission.”
The
say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. Our Board and
our Compensation Committee value the views of our stockholders and will consider the outcome of the vote when determining future
compensation arrangements for our named executive officers.
Vote
Required
This
vote is an advisory vote and is therefore not binding on the Company or the Board. The affirmative vote of a majority of all votes
cast at the Annual Meeting is required for advisory approval of this proposal. If stockholders do not specify the manner in which
their shares represented by a validly executed proxy solicited by the Board are to be voted on this proposal, such shares will
be voted in favor of this proposal. Brokers are not authorized to vote without instructions on this proposal. Abstentions will
have the same effect as voting against the proposal and broker non-votes will not be deemed votes cast and will have no effect
on the vote outcome.
Recommendation
of the Board of Directors
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.
THE
AUDITOR RATIFICATION PROPOSAL
The
Audit Committee of our Board is responsible for the selection of our independent registered public accounting firm. The Audit
Committee has determined to appoint the public accounting firm of WWC, P.C., Certified Public Accountants, as independent registered
public accounting firm to audit our financial statements for the fiscal year ending December 31, 2019. Although our Audit Committee
is directly responsible for selecting and retaining our independent auditor and even though ratification is not required by our
bylaws, the Board is submitting the selection of WWC, P.C. to our stockholders for ratification as a matter of good corporate
practice and we are asking our stockholders to approve the appointment of WWC, P.C. In the event our stockholders fail to ratify
the appointment, the Audit Committee may reconsider this appointment.
The
Company has been advised by WWC, P.C. that neither the firm nor any of its associates had any relationship with the Company other
than the usual relationship that exists between independent registered public accountant firms and their clients during the last
fiscal year. A representative of WWC, P.C., is expected to be present in person or by electronic conferencing at the Annual Meeting,
and will be afforded an opportunity to make a statement at the Annual Meeting if the representative desires to do so. It is also
expected that such representative will be available at the Annual Meeting to respond to appropriate questions by stockholders.
Independent
Registered Public Accounting Firm’s Fees
The
following table sets forth the aggregate fees billed by WWC, P.C. for audit and non-audit services rendered to us in 2018 and
2017. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided
in each category is described following the table.
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2018
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2017
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Audit Fees
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$
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190,000
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$
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170,000
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Audit-Related Fees
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7,440
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4,950
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Tax Fees
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Total Fees
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197,440
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174,950
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Audit
Fees. We paid aggregate fees of $197,440 and $174,950 for the fiscal years ended December 31, 2018 and 2017, respectively,
to WWC, P.C for professional services rendered by such firm for the audit and review of the financial statements included in our
annual report on Form 10-K and for the review of the financial statements included in our quarterly reports on Form 10-Q.
Audit-Related
Fees. We paid aggregate fees to WWC, P.C. of $7,440 and $4,950 for the fiscal years ended December 31, 2018 and 2017,
respectively, for travel expenses.
Tax
Fees. We paid aggregate fees of $0 and $0 for the fiscal years ended December 31, 2018 and 2017, respectively, to WWC,
P.C. for professional services rendered for tax compliance, tax advice and tax planning.
All
Other Fees. We did not pay any fees to WWC, P.C. for any other professional services during the fiscal years ended
December 31, 2018 and 2017.
Board
of Directors Pre-Approval Policies and Procedures
The
Audit Committee has the sole authority to review in advance and grant any pre-approvals of (i) all auditing services to be provided
by the independent auditor, (ii) all significant non-audit services to be provided by the independent auditors as permitted by
Section 10A of the Exchange Act, and (iii) all fees and the terms of engagement with respect to such services, except that the
Audit Committee may delegate the authority to pre-approve non-audit services to one or more of its committee members who will
present his decisions to the full Audit Committee at the first meeting following such decision. All audit and non-audit services
performed by WWC, P.C. during fiscal years 2018 and 2017 were pre-approved pursuant to the procedures outlined above. Prior to
the establishment of the Audit Committee, all services of the independent auditors were approved by the full board of directors.
Vote
Required
The
affirmative vote of a majority of the votes cast on the matter is required to ratify the appointment of WWC, P.C. as our independent
registered public accounting firm for the fiscal year ending December 31, 2019. Abstentions will not affect the outcome of the
vote on the proposal.
Recommendation
of the Board
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF WWC, P.C. AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.