UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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))
|
|
|
☒
|
Definitive
Proxy Statement
|
|
|
☐
|
Definitive
Additional Materials
|
|
|
☐
|
Soliciting
Material Pursuant to Section 240.14a-12
|
|
JRSIS
HEALTH CARE CORPORATION
|
|
(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):
|
|
☐
|
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:
|
|
|
☐
|
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.
|
JRSIS
HEALTH CARE CORPORATION
No.
38 South Street, Hulan District, Harbin City, Heilongjiang Province 150025 P.R. China
Notice
of Annual Meeting
and
Proxy
Statement
Annual Meeting to be held
on December 8, 2020,
at
the Offices of the Company:
No. 38 South Street
Hulan District, Harbin City
Heilongjiang Province, People’s
Republic of China
at 9:30 a.m. local time.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD
ON
DECEMBER 8, 2020
Dear Shareholder:
NOTICE IS HEREBY GIVEN that an Annual Meeting
of Shareholders (the “Annual Meeting”) of JRSIS Health Care Corporation is to be held on December 8, 2020 at No. 38
South Street, Hulan District, Harbin City, Heilongjiang Province, People’s Republic of China, at 9:30 a.m. local time. The
meeting will be held for the following purposes:
|
|
1.
|
To elect directors, each to serve until the next annual meeting of Shareholders or until each successor is duly elected and
qualified;
|
|
|
2.
|
To ratify the appointment of Centurion ZD CPA & Co. as the independent registered public accounting firm for the Company
for the fiscal year ending December 31, 2020; and
|
|
|
3.
|
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
|
All shareholders are cordially invited to
attend the Annual Meeting; however, only shareholders of record at the close of business on October 9, 2020 (“Record Date”)
are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. A complete list of these shareholders
will be open for the examination of any shareholder of record at the principal executive offices of the Company, but will be closed
at least 10 days immediately preceding the Annual Meeting. The list will also be available for the examination of any shareholder
of record present at the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time without notice other
than by announcement at the meeting.
The Board of Directors recommends that
you vote FOR Proposals 1 and 2.
We look forward to seeing you at the meeting.
|
|
Sincerely,
|
|
|
|
|
|
|
/s/
Junsheng Zhang
|
|
|
Name:
|
Junsheng
Zhang
|
|
|
Title:
|
President
|
October 18, 2020
Whether or not you plan to attend the meeting in person,
please complete, sign and date the enclosed proxy and return it promptly in the enclosed return envelope. No postage is required
if mailed in the United States. You may also vote your shares by telephone voting which is explained in further detail on your
proxy card. Shareholders who execute a proxy card may nevertheless attend the meeting, revoke their proxy and vote their shares
in person.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2020.
Electronic copies of this proxy statement and proxy card
for the 2020 Annual Meeting of Shareholders and are available to you at http:// www.iproxydirect.com/jrss. Requests for additional
copies of the proxy materials should be addressed to Investor Relations, JRSIS Health Care Corporation, No. 38 South Street, Hulan
District, Harbin City, Heilongjiang Province, People’s Republic of China 150025. This material will be furnished without
charge to any shareholder requesting it.
TABLE
OF CONTENTS
INFORMATION
ABOUT THE ANNUAL MEETING AND VOTING
Why did you send me this proxy statement?
This proxy statement and the enclosed proxy
card are furnished in connection with the solicitation of proxies by the Board of Directors of JRSIS Health Care Corporation, a
Florida corporation, for use at the Annual Meeting of its shareholders to be held on December 8, 2020, at No. 38 South Street,
Hulan District, Harbin City, Heilongjiang Province, People’s Republic of China, at 9:30 a.m. local time, and at any adjournments
or postponements of the Annual Meeting. The Company first mailed this proxy statement to shareholders on or about October 18, 2020.
This proxy statement summarizes the information you need to make an informed vote on the proposals to be considered at the Annual
Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and
return the enclosed proxy card using the envelope provided, or vote by telephone as described on the proxy card. The terms “JRSIS,”
“Company,” “we,” or “our” refer to JRSIS Health Care Corporation
What are the proposals to be addressed at this meeting?
We will address the following proposals
at the Annual Meeting:
|
|
1.
|
To elect directors, each to serve until the next annual meeting of Shareholders or until each successor is duly elected and
qualified;
|
|
|
2.
|
To ratify the appointment of Centurion ZD CPA & Co. as the independent registered public accounting firm for the Company
for the fiscal year ending December 31, 2020; and
|
|
|
3.
|
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
|
Who may attend the meeting?
Only shareholders, their proxy holders,
and our invited guests may attend the Annual Meeting. If you plan to attend, please bring identification, and, if you hold shares
in street name, you should bring your bank or broker statement showing your beneficial ownership of JRSIS stock in order to be
admitted to the meeting.
Who can vote?
You can vote at the Annual Meeting in all
matters properly brought before the Annual Meeting if, as of the close of business on the Record Date, October 9, 2020, you were
a holder of record of our common stock. On the Record Date, there were 18,056,331 shares of common stock issued and outstanding.
How
many votes do I have?
Each
share of common stock is entitled to one vote on each matter presented at the Annual Meeting.
Why
would the Annual Meeting be postponed or adjourned?
The Annual Meeting will be postponed if
a quorum is not present on December 8, 2020 at the Annual Meeting. A majority of the shares entitled to vote, represented in person
or by proxy, constitutes a quorum at a meeting of shareholders. For purposes of determining the presence of a quorum, abstentions
and broker non-votes will be counted as present. A broker non-vote occurs when a broker or nominee holding shares for a beneficial
owner signs and returns a proxy but does not vote on a particular proposal because the broker or nominee does not have discretionary
voting power and has not received instructions from the beneficial owner. If a quorum is not present, the meeting may be adjourned
by those shareholders who are represented. The meeting may be rescheduled at the time of the adjournment with no further notice
of the rescheduled time. An adjournment will have no effect on the business to be conducted.
How
do I vote by proxy?
Whether
you plan to attend the Annual Meeting or not, we urge you to complete, sign and date the enclosed proxy card and return it promptly
in the envelope provided. Returning the proxy card will not affect your right to attend the Annual Meeting and vote in person.
If
you properly fill in your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy
card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will
vote your shares as recommended by the Board as follows:
1. FOR
the election of the director nominees; and
2. FOR
Proposal 2.
If
any other matters are presented, your proxy will vote in accordance with her best judgment. At the time this proxy statement was
printed, we knew of no matters that needed to be acted on at the Annual Meeting other than those discussed in this proxy statement.
How
do I vote in person?
If
you plan to attend and vote in person at the Annual Meeting or at a later date if the meeting is adjourned or postponed, we will
give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must
bring a power of attorney executed by the broker, bank or other nominee that owns the shares of record for your benefit and authorizing
you to vote the shares.
If
your shares are registered in your name, you are a shareholder of record with respect to those shares. On the other hand, if your
shares are registered in the name of your broker or bank, your shares are held in street name and you are considered the “beneficial
owner” of the shares. As the beneficial owner of those shares, you have the right to direct your broker or bank how to vote
your shares, and you will receive separate instructions from your broker or bank describing how to vote your shares.
May
I revoke my proxy?
If
you give a proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in three ways:
|
|
1.
|
You
may send in another proxy with a later date.
|
|
|
2.
|
You
may notify us in writing (or if the stockholder is a corporation, under its corporate seal, by an officer or attorney of the
corporation) at our principal executive offices before the Annual Meeting that you are revoking your proxy.
|
|
|
3.
|
You
may vote in person at the Annual Meeting.
|
What
vote is required to take action?
Proposal 1 (Election of Directors):
A plurality of the eligible votes cast is required to elect director nominees at the Annual Meeting at which a quorum is present
in person or by proxy. A nominee who receives a plurality means s/he has received more votes than any other nominee for the same
director’s seat.
Proposals 2: The affirmative vote
of a majority of the shares present, either by proxy or in person, and entitled to vote is required to approve this proposal.
Any shares not voted (whether by abstention
or broker non-votes) will have no impact on the election of directors, except to the extent that withholding the authority to vote
for an individual results in another individual receiving a larger number of votes. Most brokers are subject to rules which prohibit
them from “discretionary” voting on certain proposals unless they receive specific instruction from the beneficial
owner to vote on such matters. Such rules prohibit the brokers to vote with respect to proposals related to director elections
and equity compensation, absent such instruction, but such rules currently do not prohibit the brokers to vote on proposals related
to ratification of accountants in the absence of such instructions if and as they choose. Your shares will not be voted in the
election for director under Proposal 1 if you hold your shares in “street name” and do not instruct your broker how
to vote, so please instruct your broker and make your vote count.
Who
is making this solicitation?
We
are soliciting your vote through the use of the mail and will bear the cost of this solicitation. We will not employ third party
solicitors, but our directors, officers, employees, and consultants may solicit proxies by mail, telephone or personal contact.
We will reimburse their expenses for doing this. We will also reimburse brokers, fiduciaries, and custodians for their costs in
forwarding proxy materials to beneficial owners of our stock. Other proxy solicitation expenses include those for preparation,
mailing, returning, and tabulating the proxies.
Are
there any rights of appraisal?
The
Board is not proposing any action for which the laws of the State of Florida, our Articles of Incorporation or our Bylaws, as
amended from time to time, provide a right of a shareholder to obtain appraisal of or payment for such shareholder’s shares.
Where
are the principal executive offices of JRSIS?
Our
principal executive offices are located at JRSIS Health Care Corporation, No. 38 South Street, Hulan District, Harbin City, Heilongjiang
Province, People’s Republic of China 150025 and our telephone number is 86-451-56888933.
How can I obtain additional information about JRSIS?
Copies of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission are being sent to all shareholders
along with this proxy statement. Additional copies will be furnished without charge to shareholders upon written request. Exhibits
to the Annual Report will be provided upon written request. All written requests should be directed to: JRSIS Health Care Corporation,
c/o Investor Relations, No. 38 South Street, Hulan District, Harbin City, Heilongjiang Province, People’s Republic of China
150025.
We are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended, which requires that we file reports, proxy statements and other information
with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding
companies, including JRSIS, that file electronically with the SEC. The SEC’s website address is http://www.sec.gov.
YOUR
VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO COMPLETE AND RETURN THE ENCLOSED PROXY CARD
TO ENSURE THAT YOUR SHARES ARE REPRESENTED AND VOTED. THIS BENEFITS THE COMPANY BY REDUCING THE EXPENSES OF ADDITIONAL PROXY SOLICITATION.
**********************************************
Security
Ownership of Certain Beneficial Owners and Management
Set forth below is information regarding
the beneficial ownership of our common stock as of September 16, 2020, by:
|
|
●
|
each
person known to us that beneficially owns more than 5% of our outstanding shares of common stock;
|
|
|
●
|
each
of our named executive officers; and
|
|
|
●
|
all
of our current directors and executive officers as a group.
|
As of the Record Date, there were 18,056,331
shares of our common stock issued and outstanding. Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed below have sole voting power and investment power with respect to their shares, subject to community property
laws where applicable.
|
Name
of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership(1)
|
|
|
Percent
of Class
|
|
|
Junsheng Zhang
|
|
|
13,392,000
|
|
|
|
74.2
|
%
|
|
Lihua Sun
|
|
|
0
|
|
|
|
--
|
|
|
Xuewei Zhang
|
|
|
0
|
|
|
|
--
|
|
|
Yanhui Xing
|
|
|
2,400
|
|
|
|
0.1
|
%
|
|
Yanming Zhang
|
|
|
0
|
|
|
|
--
|
|
|
Dianjun Mu
|
|
|
0
|
|
|
|
--
|
|
|
All directors and officers as a group (7 persons)
|
|
|
13,394,400
|
|
|
|
74.2
|
%
|
|
(1)
|
Unless
otherwise indicated, all shares are held of record as of the Record Date. For purposes of determining the amount of securities
beneficially owned, share amounts include all common stock owned outright plus all shares of common stock issuable upon conversion
of convertible notes, or the exercise of options or warrants currently exercisable, or exercisable within 60 days of the record
date. The Percent of Class is based on the number of shares of the Company’s common stock outstanding as of the record
date. Shares of common stock issuable upon conversion of convertible notes, or the exercise of options or warrants currently
exercisable, or exercisable within 60 days of the record date, are deemed outstanding for the purpose of computing the percentage
ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership
of any other owners. Except as noted, the address of all persons named in this table is: c/o JRSIS Health Care Corporation,
No. 38 South Street, Hulan District, Harbin City, Heilongjiang Province, People’s Republic of China 150025.
|
Did the directors, executive officers and greater than ten
percent stockholders comply with the Section 16(a) beneficial ownership reporting requirements in fiscal year 2019?
Section 16(a) of the Exchange Act requires
our officers, directors and persons who own more than 10% of a registered class of our equity securities within the specified time
periods to file certain reports of ownership and changes in ownership with the SEC. Based solely upon a review the Forms 3 and
Forms 4 furnished to the Company pursuant to Rule 16a-3 under the Exchange Act during the Company’s most recent fiscal year,
it is the Company’s understanding that all required Forms 3 and 4 were filed on a timely basis during the fiscal year ended
December 31, 2019, except that Yanming Zhang and Dianjun Mu each failed to file Form 3.
******************
PROPOSAL
1
ELECTION
OF DIRECTORS
The Board of Directors has nominated and
recommended that Junsheng Zhang, Lihua Sun, Xuewei Zhang, Yanhui Xing, Yanming Zhang and Dianjun Mu be elected as our Board of
Directors. Each of the nominees is currently a member of the Board. All nominees have consented to being named herein and have
indicated their intention to serve as our directors, if elected. The Board has no reason to believe that any nominee would be unable
or unwilling to serve if elected. Unless authority to do so is withheld, the persons named as proxies will vote the shares represented
by such proxies for the election of the named director nominees. In case any of the nominees becomes unavailable for election to
the Board, the persons named as proxies will have full discretion and authority to vote or refrain from voting for any other nominees
in accordance with their judgment. The Board nominees, if elected, will serve until the next annual meeting of shareholders or
until each successor is duly elected and qualified, subject to their earlier resignation or removal.
The Nominees
The six persons named below are the nominees
for election as Directors. Junsheng Zhang, Lihua Sun and Xuewei Zhang are employees of the Company and Yanhui Xing is affiliated
with a financial advisory company that performs services for the Company. The Board of Directors has determined that the other
two candidates, Yanming Zhang and Dianjun Mu, are independent directors as defined in the applicable rules for companies listed
on the OTCQX. Therefore, a minority of the persons nominated to serve on our Board of Directors are independent as so defined.
Set forth below are descriptions of the
business experience and other information regarding the nominees for election to our Board of Directors:
Junsheng Zhang, age 54, was co-founder
of our operating subsidiary, Jiarun Hospital, in 2006, and has managed Jiarun Hospital since that date. He has also served as Chairman
and President of JRSIS Health Care Corporation since it was founded in 2013. From 1990 to 2011, Mr. Zhang was employed by medical
suppliers, first as General Manager of Dongtai Medical Ltd., then as CEO of Dahua Medical Ltd. Mr. Zhang earned a Bachelor Degree
and an EMBA degree from Peking University. He was appointed to serve on the JRSIS Board to provide his familiarity with the operations
of JRSIS and his experience in the management of medical enterprises. Mr. Zhang is the spouse of Lihua Sun, our Chief Executive
Officer, and father of Xuewei Zhang, our Chief Financial Officer.
Lihua Sun, age 51, was co-founder
of our operating subsidiary, Jiarun Hospital, in 2006, and has served in its management since that date. She has also served as
Chief Executive Officer of JRSIS Health Care Corporation since it was founded in 2013. Prior to joining Jiarun Hospital, Ms. Sun
was employed as General Manager of Ankang Medicine in Harbin City, and as a Director of Heilongjiang Dahua Medicine Co., Ltd. Ms.
Sun was appointed to serve on the JRSIS Board to provide her familiarity with the operations of JRSIS and her experience in the
management of medical enterprises. Ms. Sun is the spouse of Junsheng Zhang, our Chairman and President, and mother of Xuewei Zhang,
our Chief Financial Officer.
Xuewei Zhang, age 32, was first employed as finance
manager of Jiarun Hospital in 2009, and has served as Chief Financial Officer of JRSIS Health Care Corporation since it was founded
in 2013. Ms. Zhang earned a bachelor degree from the University of Exeter. Ms. Zhang was appointed to serve on the JRSIS Board
to provide her familiarity with the financial operations of Jiarun Hospital. Ms. Zhang is the daughter of Junsheng Zhang, our Chairman
and President, and of Lihua Sun, our Chief Executive Officer.
Yanhui Xing, age 37, has been employed
since 2010 as Assistant CEO of Eden Hall Global Capital Co., Ltd., a financial advisory firm located in Hong Kong. From 2003 to
2010, Ms. Xing held various positions in financial management, primarily in New Zealand. Prior to that period, Ms. Xing served
for three years in an international accounting firm. She earned a Masters Degree in Banking and a Bachelors Degree in Accounting.
Ms. Xing was appointed to serve on the JRSIS Board to provide her experience in financial management.
Yanming Zhang, age 23, has been employed
since 2018 as a budget officer by China Construction Second Engineering. From 2017 to 2018 he was employed as a communications
specialist by the Harbin Acheng District Justice Bureau. In 2018 Mr. Zhang earned a Bachelors Degree from the China University
of Geosciences. Mr. Zhang was appointed to serve on the JRSIS Board of Directors to provide his experience with China's legal system.
Dianjun Mu, age 54. Dianjun Mu was
most recently employed by Tonghe County People's Hospital, where he worked from 1998 to 2019 as Chief Financial Officer, from 1993
to 1998 as Chief of Internal Medicine, and from 1989 to 1991 as a physician. Mr. Mu earned a medical degree from Mudanjiang Medical
University in 1989, and studied accounting at the Harbin Medical University from 1991 to 1993.
Director
and Board Nominee Independence
Our Board is subject to the independence
requirements of the OTCQX. Pursuant to the requirements, our Board of Directors undertakes an annual review of director independence.
During this review, the Board considers transactions and relationships between each director or any member of his immediate family
and JRSIS and its affiliates, including those transactions that are contemplated under Item 404(a) of Regulation S-K. The purpose
of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination
that the director is independent. Based on this review, the Committee has determined that four of our directors are not “independent”
as defined by the Rules of the OTCQX: Junsheng Zhang, Lihua Sun, Xuewei Zhang and Yanhui Xing. Accordingly, only one of those four,
Ms. Xuewei Zhang, serves on the Audit Committee. The Board has also determined that the other two members of the Audit Committee,
Yanming Zhang and Dianjun Mu, are “independent” for purposes of Section 10A-3 of the Exchange Act and the Rules of
the OTCQX. The Committee based these determinations primarily on a review of the responses of the directors and executive officers
to questions regarding employment and transaction history, affiliations and family and other relationships and on discussions with
the directors.
Membership,
Meetings and Attendance
The Board of Directors oversees the business
affairs of JRSIS and monitors the performance of management. Members of the Board of Directors discussed various business matters
informally on numerous occasions throughout the fiscal year ended December 31, 2019. The Board held three meetings during 2019.
Each director attended at least 75% of the total number of meetings of the Board.
Our
Board has only one committee: the Audit Committee. The Board itself performs the functions of a compensation committee, and a
nominating and corporate governance committee.
Audit
Committee
The members of the Audit Committee are Dianjun Mu, Xuewei Zhang
and Yanming Zhang. The Audit Committee held three meetings during 2019. Information regarding the responsibilities of the Audit
Committee is found in, and is governed by, our Bylaws, as amended, the Charter of the Audit Committee, specific directions of the
Board, and certain mandated regulatory requirements. The Charter of the Audit Committee is available upon written request to the
Company.
Dianjun Mu currently serves as Chairman of the Audit Committee.
The Board has determined that Dianjun Mu is an audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K
under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange
Act. Yanming Zhang is the other independent member of the Audit Committee. Xuewei Zhang also serves on the Audit Committee by reason
of her position as the Company's Chief Financial Officer.
The
purposes of the Audit Committee are to assist the Board in its general oversight of JRSIS’s financial reporting, internal
controls and audit functions. As described in the Audit Committee Charter, the Audit Committee’s primary responsibilities
are to oversee on behalf of the Board:
|
|
●
|
the
Company’s accounting financial reporting processes and the integrity of its financial statements;
|
|
|
●
|
the
audits of the Company’s financial statements and the appointment, compensation, qualification, independence and performance
of the Company’s independent auditors;
|
|
|
●
|
the
Company’s compliance with legal and regulatory requirement; and
|
|
|
●
|
the
performance of the Company’s internal audit function and internal control over financial reporting.
|
The
Audit Committee also has the purpose of preparing the Audit Committee Report that SEC rules require the Company to include in
its annual proxy statement. The Audit Committee’s function is one of oversight only and does not relieve management of its
responsibilities for preparing financial statements that accurately and fairly present the Company’s financial results and
conditions, nor the independent auditors of their responsibilities to the audit or review of financial statements.
Board
Leadership Structure and Role in Risk Oversight
Lihua Sun is our Chief Executive Officer, while
Junsheng Zhang serves as Chairman of our Board. It is the opinion of our Board that allocating those responsibilities to separate
persons increases the likelihood that management will be most capable of effectively identifying strategic priorities and leading
the discussion and execution of strategy. In addition, the Board believes that dividing the role of Chairman from the responsibilities
of Chief Executive Officer is in the best interest of shareholders because it provides a balance between strategy development
and independent oversight of management.
Independent directors and management have
different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight
and expertise from outside the company and industry, while the executive officers promotes strategy development and execution,
and facilitate information flow between management and the Board, which are essential to effective governance. Dianjun Mu, Chairman
of our Audit Committee, and Yanming Zhang are independent directors. As independent directors, they prepare agendas and maintain
contact between the Board and managements of the Company. Our Board believes this arrangement has and continues to serve the best
interests of the Company’s shareholders. The Board considered whether the current leadership structure continues to be appropriate
for the Company. The Board believes that directors should be responsive to the Company’s evolving circumstances and objectives
and therefore may in the future modify the Board’s leadership structure when and as necessary.
The
Board views its role in the Company’s risk oversight process in receiving regular reports from members of senior management
on areas of material risk to the Company, including strategic, operational, reporting and compliance risks. The full Board (or
the appropriate standing committee of the Board in the case of risks that are under the purview of a particular committee) is
to receive these reports from the appropriate party within the organization that is responsible for a particular risk or set of
risks to enable it to understand our risk identification, management and mitigation strategies. During its regular course of its
activities, our Audit Committee discusses our policies with respect to risk assessment and risk management.
Shareholder
Communications with Directors
We
have no formal written policy regarding communication with the Board. Persons wishing to write to the Board or to a specified
director or committee of the Board should send correspondence to the Secretary at our executive offices. Electronic submissions
of shareholder correspondence will not be accepted. The Secretary will forward to the directors all communications that, in her
judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for consideration
by the directors include commercial solicitations and matters not relevant to the shareholders, to the functioning of the Board,
or to the affairs of JRSIS. Any correspondence received that is addressed generically to the Board will be forwarded to the Chairman
of the Board. If the Chairman of the Board is not an independent director, a copy will be sent to the Chairman of the Audit Committee
as well.
Board
Member Attendance at Annual Meetings
All
current Board members and all nominees for election to our Board are expected to attend our Annual Meetings unless personal circumstances
make the Board member or director nominee attendance impracticable or inappropriate.
Code
of Ethics
Our
Board has not adopted a Code of Ethics applicable to all directors, officers and employees which complies with the definition
of a “code of ethics” as set forth in Item 406 of SEC Regulation S-K. We intend to adopt such a code in the near future.
Executive
Officers of JRSIS
The following table sets forth the names
and ages of the persons who, in addition to our Chief Executive Officer, President and Chief Financial Officer are our executive
officers as of October 18, 2020.
|
Name
|
|
Age
|
|
Position(s) with the Company
|
|
Suya Li
|
|
62
|
|
Chief Operations Officer
|
Biographical
information with respect to the Company’s current executive officers is provided below.
Suya
Li has been employed in administration of Jiarun Hospital since 2016. From 2012 to 2016 Ms. Li was employed as Chief Operating
Officer of Heilongjiang Victoria Maternity Hospital. From 2001 to 2011, Ms. Li was employed as Branch Secretary by the Harbin
City Health Supervision Institute. Ms. Li earned a Bachelors Degree in 2001 from the Harbin Medical University.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Summary
Compensation Table
The following table sets forth all compensation
paid by JRSIS Health Care Corporation and its subsidiaries to Lihua Sun for services as Chief Executive Officer during the years
ended December 31, 2019, 2018 and 2017. There was no other executive officer whose total salary and bonus for the fiscal
year ended December 31, 2019 exceeded $100,000.
|
|
|
Fiscal Year
|
|
Salary
|
|
|
Bonus
|
|
|
Stock Award
|
|
|
Option Award
|
|
|
Other
|
|
|
Total
|
|
|
Lihua Sun
|
|
2019
|
|
$
|
10,132
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
10,132
|
|
|
|
|
2018
|
|
$
|
7,028
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
7,028
|
|
|
|
|
2017
|
|
$
|
6,215
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
6,215
|
|
None
of our named executives participates in or have account balances in qualified or non-qualified defined benefit, defined contribution
or other deferred compensation plans sponsored by us.
Equity
Grants; Securities Authorized for Issuance under Equity Compensation Plans
There
are no securities authorized for issuance under any equity compensation plan adopted by the Company.
No
individual grants of stock options or other equity incentive awards have been made to any executive officer or any director since
our inception.
Employment
Contracts, Termination of Employment and Change-in-Control Arrangements
We
have not entered into any employment or other contracts or arrangements with our executive officers. There are no compensation
plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would
result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are
no arrangements for directors, officers, employees or consultants that would result from a change-in-control.
Compensation
of Directors
We
have no formal plan for compensating our directors for their services in their capacity as directors. Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our
Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on
behalf of JRSIS Health Care Corporation other than services ordinarily required of a director. To date, we have paid no compensation
to any person for services as a member of the Company’s Board of Directors.
Transactions
with Related Persons
There have been no
transactions since the beginning of the 2019 fiscal year, or any currently proposed transaction, in which we were or are to be
a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets
at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material
interest (other than compensation described under “Executive Compensation”), except as follows:
In 2013 our subsidiary,
Jiarun, leased its hospital building complex from Harbin Baiyi Real Estate Development Co., Ltd., which is owned by Junsheng Zhang,
the Company’s Chairman of the Board. Pursuant to the Lease, Jiarun paid Harbin Baiyi Real Estate Development Co., Ltd. a
rental fee of RMB7,000,000 (US$1,004,593) in September 2019 for the period from that date through August 31, 2020.
During 2019 Jiarun
purchased pharmaceuticals and medical equipment from companies owned by Junsheng Zhang, the Company’s Chairman of the Board.
The aggregate purchase price accrued during 2019 was $93,681.
Vote
Required for Approval of Proposal 1; Board Recommendation
A
plurality of the eligible votes cast is required to elect director nominees at the Annual Meeting at which a quorum is present
in person or by proxy. A nominee who receives a plurality means s/he has received more votes than any other nominee for the same
director’s seat.
The
Board recommends a vote FOR election of each of the director nominees.
******************
PROPOSAL
2
RATIFICATION
OF AUDITOR
General
The Company has selected the firm of Centurion
ZD CPA & Co. (“Centurion ZD”) to audit the financial statements for the fiscal year ending December 31, 2020 and
seeks shareholder ratification of said appointment. The Audit Committee, which has selected Centurion ZD to serve as our independent
auditors, believes that Centurion ZD has the personnel, professional qualifications and independence necessary to act as the Company’s
independent auditors. A representative of Centurion ZD will be in attendance at the Annual Meeting, either in person or by telephone.
The representative will have the opportunity to make a statement if he or she desires to do so and will be available to respond
to appropriate questions from shareholders.
The
ratification by our shareholders of the Audit Committee’s selection of independent public accountants is not mandated by
Florida law, our bylaws or other legal requirements. However, the Audit Committee is submitting its selection of Centurion ZD
to our shareholders for ratification this year. If the selection of Centurion ZD is ratified by our shareholders at the Annual
Meeting, the Audit Committee, in its discretion, nevertheless may select and appoint a different independent accounting firm at
any time. If the shareholders do not ratify the selection of Centurion ZD, the Audit Committee will reconsider the retention of
that firm, but the Audit Committee would not be required to select another firm as independent public accountants and may nonetheless
retain Centurion ZD. If the Audit Committee does select another firm to serve as the Company’s independent public accountants,
whether or not the shareholders have ratified the selection of Centurion ZD, the Audit Committee would not be required to call
a special meeting of the shareholders to seek ratification of the selection, and in all likelihood would not call a special meeting
for that purpose. In all cases, the Audit Committee will make any determination as to the selection of the Company’s independent
public accountants in light of the best interests of the Company and its shareholders.
Audit
Fees
Our current principal independent auditor
is Centurion ZD CPA & Co.. The following table presents fees for professional services rendered by Centurion ZD CPA & Co.
(as successor to Centurion ZD CPA Limited) with respect to the fiscal years ended December 31, 2019 and 2018.
|
Services Performed
|
|
2019
|
|
|
2018
|
|
|
Audit Fees (1)
|
|
$
|
68,000
|
|
|
$
|
83,000
|
|
|
Audit-Related Fees (2)
|
|
|
--
|
|
|
|
--
|
|
|
Tax Fees (3)
|
|
|
--
|
|
|
|
--
|
|
|
All Other Fees (4)
|
|
|
--
|
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
68,000
|
|
|
$
|
83,000
|
|
|
|
(1)
|
Audit fees represent fees billed for professional services provided in connection with the audit of the Company’s annual
financial statements, reviews of its quarterly financial statements, and audit services provided in connection with statutory and
regulatory filings for those years. All work on the engagements to audit the Company’s financial statements for the years
ended December 31, 2019 and 2018 was performed by full-time permanent employees of Centurion ZD CPA & Co..
|
|
|
(2)
|
Audit-related fees represent fees billed primarily for assurance and related services not reported under Audit fees.
|
|
|
(3)
|
Tax fees principally represent fees billed for tax preparation, tax advice and tax planning services.
|
|
|
(4)
|
All other fees principally would include fees billed for products and services provided by the accountant, other than the services
reported under the three captions above.
|
Our Audit Committee has the sole authority
to pre-approve all audit and non-audit services provided by our independent accountants. The Audit Committee must pre-approve services
provided by the independent accountants. The Audit Committee, on an annual basis, reviews audit and non-audit services performed
by the independent accountants. All audit and non-audit services are pre-approved by the Audit Committee, which considers, among
other things, the possible effect of the performance of such services on the accountants’ independence. As permitted under
the Sarbanes-Oxley Act of 2002, the Audit Committee may delegate pre-approval authority to one or more of its members. Any service
pre-approved by a delegate must be reported to the Audit Committee at the next scheduled quarterly meeting. The Audit Committee
considered whether the provision of the auditors’ services, other than for the annual audit and quarterly reviews, is compatible
with its independence and concluded that it is compatible. In fiscal years 2019 and 2018, all such services were pre-approved by
the Audit Committee.
Vote
Required for Approval of Proposal 2; Board Recommendation
The
affirmative vote of a majority of the shares present, either by proxy or in person, and entitled to vote is required to approve
this proposal.
The
Board recommends a vote FOR this Proposal 2.
******************
REPORT
OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed
with JRSIS's management and Centurion ZD CPA & Co. (“Centurion ZD ”), the Company’s independent registered
public accounting firm for the fiscal year ended December 31, 2019, together and separately, the audited financial statements contained
in the Company‘s Annual Report on Form 10-K for the 2019 fiscal year.
The Audit Committee has also discussed with
Centurion ZD the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards,
Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T. The Audit Committee
also received and reviewed the written disclosures and the letter from Centurion ZD required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and has discussed with Centurion ZD its independence from the Company.
Based on the review and discussions referred
to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements
be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the
Securities and Exchange Commission.
Submitted
by the Audit Committee.
Dianjun Mu, Chairman
Xuewei
Zhang
Yanming
Zhang
Interest
of Certain Persons in Matters to be Acted Upon
Management
is not aware of any substantial interest, direct or indirect, by securities holdings or otherwise of any officer, director, nominee
for director, or associate of the foregoing persons in any matter to be acted on, as described herein, other than the interests
specifically described in the Proposals.
Shareholder
Proposals and Submissions for Inclusion in the Proxy Statement
for
the 2021 Annual Meeting of Shareholders
We
presently intend to hold our next annual meeting of Shareholders in September 2021. A proxy statement and notice of the 2021 Annual
Meeting will be mailed to all shareholders approximately one month prior to that date. Shareholder proposals must be received
at our principal executive offices located at 38 South Street, Hulan District, Harbin City, Heilongjiang Province, People’s
Republic of China 150025 no later than 120 days prior to the first anniversary of the mailing date of this Proxy Statement;
provided, however, that in the event that the date of the next annual meeting is advanced by more than 30 days from the anniversary
date of the 2020 Annual Meeting, notice by the shareholder must be received no later than the close of business on the 10th day
following the earlier of the date on which notice of the date of the meeting was mailed or public disclosure was made. All shareholder
proposals received after the deadline will be considered untimely and will not be included in the proxy statement for the next
annual meeting.
Other
Matters
The
Board knows of no other matters which will come before the meeting. However, if any matters other than those set forth in the
notice should be properly presented for action, the persons named in the proxy intend to take such action as will be in harmony
with the policies of the Company and will use their discretion.
Householding
of Proxy Materials
The
SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements
with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders.
This process, which is commonly referred to as “house holding,” potentially provides extra convenience for shareholders
and cost savings for us. If you are now receiving multiple copies of our proxy materials and would like to have only one copy
of these documents delivered to your household in the future, please call, email or write to us at (86-135) 1001-6379, mary20116688@163.com,
or JRSIS Health Care Corporation, 38 South Street, Hulan District, Harbin City, Heilongjiang Province, People’s Republic
of China 150025, Attention: Investor Relations.
Exhibits set forth in the Company’s Annual Report on Form
10-K for fiscal year ended December 31, 2019 will be sent to shareholders by first class mail, without charge, within one day of
the Company’s receipt of a written or oral request for said exhibits. To request exhibits, please send your written request
to JRSIS Health Care Corporation, 38 South Street, Hulan District, Harbin City, Heilongjiang Province, People’s Republic
of China 150025, Attention: Investor Relations.
*
* * * *
|
JRSIS
HEALTH CARE CORPORATION
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
annual meeting OF STOCKHOLDERS
–DECEMBER 8, 2020 at 9:30 A.M.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTROL
ID:
|
|
|
|
|
|
|
|
|
REQUEST
ID:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
undersigned hereby appoints Lihua Sun and Yanhui Xing or either of them, proxies with power of substitution and hereby
authorizes either of them to represent and to vote, as designated below, all of the shares of common stock of the Company
held of record by the undersigned on October 9, 2020 at the Annual Meeting of Shareholders to be held on December 8, 2020,
at No. 38 South Street, Hulan District, Harbin City, Heilongjiang Province, PRC, at 9:30 a.m. local time, and at all adjournments
thereof, with all powers the undersigned would possess if personally present. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Annual Meeting.
|
|
|
|
|
|
|
|
|
|
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE.)
|
|
|
|
|
|
|
|
|
|
VOTING
INSTRUCTIONS
|
|
|
|
|
|
|
|
If you
vote by phone, fax or internet, please DO NOT mail your proxy card.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MAIL:
|
Please mark, sign, date, and
return this Proxy Card promptly using the enclosed envelope.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAX:
|
Complete the reverse portion
of this Proxy Card and Fax to 202-521-3464.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTERNET:
|
https://www.iproxydirect.com/jrss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHONE:
|
1-866-752-VOTE(8683)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANNUAL MEETING OF THE STOCKHOLDERS
OF
JRSIS HEALTH CARE CORPORATION
|
PLEASE
COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ý
|
|
|
|
|
|
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
|
|
Proposal 1
|
|
à
|
FOR
ALL
|
|
AGAINST
ALL
|
|
FOR
ALL
EXCEPT
|
|
|
|
|
|
To elect directors:
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
Junsheng
Zhang
|
|
|
|
|
|
¨
|
|
|
|
|
|
Lihua
Sun
|
|
|
|
|
|
¨
|
|
Control
ID:
|
|
|
|
Xuewei
Zhang
|
|
|
|
|
|
¨
|
|
REQUEST ID:
|
|
|
|
Yanhui
Xing
|
|
|
|
|
|
¨
|
|
|
|
|
|
Yanming
Zhang
|
|
|
|
|
|
¨
|
|
|
|
|
|
Dianjun
Mu
|
|
|
|
|
|
¨
|
|
|
|
|
Proposal 2
|
|
à
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
To ratify the appointment of
Centurion ZD CPA & Co. as independent registered public accounting firm for the fiscal year ended December 31, 2020.
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
MARK “X”
HERE IF YOU PLAN TO ATTEND THE MEETING: ¨
|
|
|
|
|
|
|
MARK HERE FOR ADDRESS
CHANGE ¨ New Address (if applicable):
____________________________
____________________________
|
|
|
|
IMPORTANT:
Please sign exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person.
Dated: ________________________,
2020
|
|
|
|
|
|
|
(Print
Name of Stockholder and/or Joint Tenant)
|
|
|
|
|
|
(Signature
of Stockholder)
|
|
|
|
|
|
(Second
Signature if held jointly)
|
|
JRSIS Health Care (PK) (USOTC:JRSS)
Historical Stock Chart
From Mar 2024 to Apr 2024
JRSIS Health Care (PK) (USOTC:JRSS)
Historical Stock Chart
From Apr 2023 to Apr 2024
