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China
Wind Systems, Inc.
(Name of
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CHINA
WIND SYSTEMS, INC.
No. 9
Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China 214181
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
March
5, 2010
NOTICE IS
HEREBY GIVEN that the 2010 Annual Meeting of Stockholders of China Wind Systems,
Inc., a Delaware corporation, will be held at the offices of the Corporation,
No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu
Province, People’s Republic of China 214181, on Friday, March 5,
2010, at 10:00 A.M. local time. At the meeting, you will be asked to vote
on:
(1)
The election of five directors to serve until the next
annual meeting of stockholders and until their successors are elected and
qualified;
(2) The
approval of the 2010 Long-Term Incentive Plan; and
(3)
The transaction of such other and further business as
may properly come before the meeting.
The board
of directors has fixed the close of business on February 12, 2010 as the record
date for the determination of stockholders entitled to notice of and to vote at
the annual meeting. A list of stockholders of record on the record date will be
available for inspection by stockholders at the office of the Corporation, No. 9
Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu
Province, People’s Republic of China 214181, during the ten days
prior to the meeting.
The
enclosed proxy statement contains information pertaining to the matters to be
voted on at the annual meeting.
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By
order of the Board of Directors
Yan
Hua
Secretary
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Wuxi,
China
February
17, 2010
THIS
MEETING IS VERY IMPORTANT TO US AND TO OUR STOCKHOLDERS. WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE
AS DESCRIBED ON THE ENCLOSED PROXY CARD. YOUR PROXY, GIVEN THROUGH THE RETURN OF
THE ENCLOSED PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR
CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING
IN PERSON.
CHINA
WIND SYSTEMS, INC.
No. 9
Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China 214181
PROXY
STATEMENT
Annual
Meeting of Stockholders
March
5, 2010
The
accompanying proxy and this proxy statement have been prepared by our management
for the board of directors. Your proxy is being solicited by the board of
directors for use at the 2010 annual meeting of stockholders to be held at our
offices, which are at No. 9 Yanyu Middle Road, Qianzhou Village, Huishan
District, Wuxi City, Jiangsu Province, People’s Republic of China 214181,
on Friday, March 5, 2010 at 10:00 A.M., local time, or at any adjournment
thereof. This proxy statement contains information about the matters to be
considered at the meeting or any adjournments or postponements of the meeting
and is first being mailed to stockholders, on or about February 17,
2010.
ABOUT
THE MEETING
What
is being considered at the meeting?
You will
be voting for:
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The
election of five directors to serve until the next annual meeting of
stockholders and until their successors are elected and
qualified;
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The
approval of the 2010 Long-Term Incentive Plan; and
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The
transaction of such other and further business as may properly come before
the meeting.
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Who
is soliciting your proxy?
Your
proxy is being solicited by our board of directors.
Who
is entitled to vote at the meeting?
You may
vote if you owned stock as of the close of business on February 12, 2010,
which is the record date for determining who is eligible to vote at the annual
meeting. Each share of common stock is entitled to one vote.
How
do I vote?
You can
vote either by attending the meeting and voting at the meeting or by completing,
signing and returning the enclosed proxy card. If your shares are
held by your broker, you may also be able to vote electronically, in accordance
with instruction that your broker will provide you.
Can
I change my mind after I vote?
Yes, you
may change your mind at any time before the polls close at the meeting. You can
change your vote by signing another proxy with a later date and returning it to
us prior to the meeting or by voting again at the meeting. If your stock is held
in a brokerage account, you must provide your broker with instructions as to any
changes in the voting instructions which you previously provided to your
broker.
What
if I sign and return my proxy card but I do not include voting
instructions?
If you
sign your proxy card and return it to us but you do not include voting
instructions as to any proposal, your proxy will be voted FOR the election of
the board of directors’ nominees for directors.
What
does it mean if I receive more than one proxy card?
It means
that you have multiple accounts with brokers and/or our transfer agent. Please
vote all of these shares. We recommend that you contact your broker and/or our
transfer agent to consolidate as many accounts as possible under the same name
and address. Our transfer agent is Empire Stock Transfer, Empire Stock Transfer
Inc., 1859 Whitney Mesa Dr., Henderson, NV 89014.
Will
my shares be voted if I do not provide my proxy?
If your
shares are held in a brokerage account, they may be voted for the election of
directors if you provide your broker with instructions as to how you want your
shares voted. Your broker will send you instructions as to how you
can vote shares that are held in your brokerage account. If you do
not give your broker instructions as to how you want your shares to be voted,
then your shares will not be voted.
If you
hold your shares directly in your own name, they will only be voted if you
either sign and deliver a proxy or attend and vote at the meeting.
How
many votes must be present to hold the meeting?
In order
for us to conduct our meeting, we must have a quorum. We will have a quorum, and
be able to conduct the meeting, if a majority of our outstanding shares as of
February 12, 2010, are present at the meeting. Your shares will be counted as
being present at the meeting if you attend the meeting or if you properly return
a proxy by mail or if you give your broker voting instructions and the broker
votes your shares.
On the
record date, February 12, 2010, we had approximately 17,330,537 shares of common
stock outstanding. This number of shares does not include treasury stock. We
will have a quorum if 8,665,269 shares of common stock are present and voting at
the annual meeting.
What
vote is required to elect directors?
Directors
are elected by a plurality of the votes cast, which means that, as long as a
quorum is present, the five nominees for director who receive the most votes
will be elected. Abstentions will have no effect on the voting outcome with
respect to the election of directors.
What
vote is required for the approval of the 2010 long-term incentive
plan?
The approval of the 2010 long-term
incentive plan requires the affirmative vote of a majority of the shares present
at the meeting provided that a quorum is present.
How
are broker non-votes treated at the meeting?
Broker
non-votes are proxies signed by brokers without voting on the election of
directors or the approval of the 2010 long-term incentive
plan. Broker non-votes are treated as present at the meeting for
purposes of determining whether we have a quorum. However, since
directors are elected by a plurality, and broker non-votes will not be voted for
any nominees, as long as we have a quorum, including shares represented by
broker non-votes, the five nominees for directors who receive the most votes
will be elected. Since the approval of the 2010 long-term incentive
plan requires the votes of a majority of those present at the meeting, as long
as a quorum is present, broker non-votes will be similar to negative
votes.
Who is paying the cost of the
meeting?
We will
pay for preparing, printing and mailing this proxy statement. Proxies may be
solicited on our behalf by our directors, officers or employees in person or by
telephone, electronic transmission and facsimile transmission. We will reimburse
banks, brokers and other custodians, nominees and fiduciaries for their
out-of-pocket costs of sending the proxy materials to our beneficial
owners. We estimate our costs at approximately $10,000.
ELECTION OF
DIRECTORS
Directors are elected annually by the
stockholders to serve until the next annual meeting of stockholders and until
their respective successors are duly elected. Our bylaws provide that the number
of directors comprising the whole board shall be determined from time to time by
the Board. The size of the board for the ensuing year is five directors. Our
board of directors is recommending that the five incumbent directors named below
be re-elected. If any nominee becomes unavailable for any reason, a situation
which is not anticipated, a substitute nominee may be proposed by the board, and
any shares represented by proxy will be voted for the substitute nominee, unless
the board reduces the number of directors.
None of
our directors were elected at a meeting for which we solicited
proxies. Jianhua Wu and Xi Liu were elected as directors in November
2007, contemporaneously with the completion of the reverse acquisition in which
(i) we acquired all of the issued and outstanding stock of Fulland Limited, a
Cayman Islands corporation (“Fulland”) from Fulland’s stockholders, in exchange
for 36,577,704 shares of common stock, constituting 89% of the outstanding
common stock after giving effect to the reverse acquisition and (ii) we
purchased 8,006,490 shares of common stock from a former principal stockholder
for $625,000, which we received from the proceeds of a financing.
Drew
Bernstein was elected by the board in April 2009, Megan Penick was elected by
the board in August 2009, and Xuezhong Hua was elected by the board in January
2010.
The
following table sets forth certain information concerning our
directors:
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Name
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Age
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Principal Occupation
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Director Since
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Jianhua
Wu
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53
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Chief
executive officer, chairman and director
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November
2007
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Xuezhong
Hua
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54
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Retired,
former economics researcher at Fujian Academy
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January
2010
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Xi
Liu
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41
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Purchasing
and sourcing manager at WAM Bulk Handling Machinery (Shanghai) Co.
Ltd.
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November
2007
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Drew
Bernstein
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52
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Managing
partner of Bernstein & Pinchuk LLP, an accounting firm
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April
2009
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Megan
Penick
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36
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Owner
of Penick & Associates LLC, a corporate governance consulting
firm
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August
2009
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Jianhua
Wu has been our chief executive officer, chairman and a director since the
completion of the reverse acquisition in November 2007. Mr. Wu
founded our predecessor companies, Wuxi Huayang Dyeing Machinery Co., Ltd. and
Wuxi Huayang Electrical Power Equipment Co., Ltd., in 1995 and 2004,
respectively, and was executive director and general manager of these companies
prior to becoming our chief executive officer. Mr. Wu was nominated
as a director because of his position as our chief executive
officer. Mr. Wu is a certified mechanical engineer.
Mr. Hua
was an economics researcher at Fujian Academy of Social Sciences between 1978
and 1991. Mr. Hua retired in 1991 and since then has written and
published articles on economic theory and related studies. Mr. Hua is
a graduate of Shanghai Industrial Management School and received a bachelor’s
degree in economics with a concentration in planning and statistics from Xiamen
University. We believe that Mr. Hua’s knowledge and experience is
important to us as we expand our forged rolled rings business.
Xi Liu
has been a director since November 2007. Mr. Liu has extensive
material engineering backgrounds, being a 1989 graduate of Jiangsu University of
Technology with a degree in metal material and heat treatment, and having been
trained at the Volvo facilities in Penta, Sweden in 1999. Immediately after
graduating from the university, Mr. Liu worked at China FAW Group Corporation,
the oldest and one of largest Chinese automakers, as an engineer, before leaving
in 2005 as an assistant manager in the Purchasing Department of the Wuxi Diesel
Engine Works plant. He then joined WAM Bulk Handling Machinery
(Shanghai) Co., Ltd., part of the Italian industrial giant WAMGROUP, as a
purchasing and sourcing manager, which is his current position. Mr.
Liu’s background in engineering and his practical industrial experience is
important to us as we plan and develop our business.
Mr.
Bernstein is co-founder and managing partner of Bernstein & Pinchuk LLP, an
accounting firm headquartered in New York, a position he has held since
1983. Mr. Bernstein, a certified public accountant, received his BS
degree from the University of Maryland Business School. He is a member of the
American Institute of Certified Public Accounts (AICPA), The New York State
Society of Certified Public Accounts (NYSSCPA) and The National Society of
Accountants (NSA). Mr. Bernstein’s accounting experience and his work
with a number of China-based public companies is important as we continue to
implement and improve our internal controls. Mr. Bernstein is also a
director and chairman of the audit committee of NeoStem, Inc., a
biopharmaceutical company, and Orient Paper, Inc., a producer and distributor of
paper products in China.
Ms.
Penick is the owner of Penick & Associates LLC, which provides corporate
governance consulting. Prior to establishing her own company, Ms. Penick was a
corporate and securities associate at Pryor Cashman, LLP, New York from April
2006 to May 2009, a legal consultant at Goldman Sachs’ Hedge Fund Strategies
Group from October 2005 to April 2006, and general counsel at Global Holding
& Investment Co., LLC, a financial services company, from April 2004 to
October 2005. She received a B.A. degree from the University of Iowa and a J.D.
from New York Law School, and is licensed to practice law in New Jersey, New
York, Connecticut, and Washington, D.C. Ms. Penick’s experience in
working with public companies and her work with Chinese companies is important
to us in strengthening our internal controls and related corporate governance
matters.
Our
directors are elected for a term of one year and until their successors are
elected and qualified.
We are
incorporated in Delaware and are subject to the provisions of the Delaware
General Corporation Law. Our Certificate of Incorporation provides
that we will indemnify and hold harmless our officers and directors to the
fullest extent permitted by the Delaware General Corporation Law. Our
certificate of incorporation also provides that no director shall be personally
liable to us or our stockholders for monetary damages for any breach of
fiduciary duty by such director as a director except for breach of the
director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the General Corporation Law, which
relates to unlawful payment of dividends or the unlawful purchase or repurchase
of shares of our stock or (iv) for any transaction from which the director
derived an improper personal benefit.
Section
145 of the Delaware General Corporation Law authorizes us to indemnify any
director or officer under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorney's
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which a
person is a party by reason of being a director or officer of China Wind
Systems, Inc. if it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory
provisions.
Director
Independence
Four of our directors, Drew Bernstein,
Megan Penick, Xi Liu, and Xuezhong Hua, are independent directors, using the
Nasdaq definition of independence. Three of these directors, Drew
Bernstein, Megan Penick, and Xi Liu, comprise the audit committee, compensation
committee, and nominating committee. Our board has determined that
Mr. Bernstein is an audit committee financial expert. Mr. Wu, our chairman and
chief executive officer, is not an independent
director.
Committees
Our business, property and affairs are
managed by or under the direction of the board of directors. Members of the
board are kept informed of our business through discussion with the chief
executive and financial officers and other officers, by reviewing materials
provided to them and by participating at meetings of the board and its
committees.
Our board of directors has three
committees - the audit committee, the compensation committee and the corporate
governance/nominating committee. The audit committee is comprised of Xi Liu,
Drew Bernstein, and Megan Penick, with Mr. Bernstein serving as
chairman. The compensation committee is comprised of Xi Liu, Drew
Bernstein, and Megan Penick, with Mr. Liu as chairman. The
nomination committee is comprised of Xi Liu, Drew Bernstein, and Megan Penick,
with Mr. Liu as chairman. Our 2010 long-term incentive plan, once approved,
shall be administered by the compensation committee.
Our audit committee is involved in
discussions with our independent auditor with respect to the scope and results
of our year-end audit, our quarterly results of operations, our internal
accounting controls and the professional services furnished by the independent
auditor. Our board of directors has adopted a written charter for the audit
committee which the audit committee reviews and reassesses for adequacy on an
annual basis. A copy of the audit committee’s current charter is
available on our website at
http://www.chinawindsystems.com/Corporate_Governance.html.
The compensation committee oversees the
compensation of our chief executive officer and our other executive officers and
reviews our overall compensation policies for employees generally. If
so authorized by the board of directors, the committee may also serve as the
granting and administrative committee under any option or other equity-based
compensation plans which we may adopt. The compensation committee
does not delegate its authority to fix compensation; however, as to officers who
report to the chief executive officer, the compensation committee consults with
the chief executive officer, who may make recommendations to the compensation
committee. Any recommendations by the chief executive officer are
accompanied by an analysis of the basis for the recommendations. The
committee will also discuss compensation policies for employees who are not
officers with the chief executive officer and other responsible
officers. A copy of the compensation committee’s current
charter is available on our website at
http://www.chinawindsystems.com/Corporate_Governance.html
.
The nominating committee will be
involved evaluating the desirability of and recommending to the board any
changes in the size and composition of the board, evaluation of and successor
planning for the chief executive officer and other executive
officers. The qualifications of any candidate for director will be
subject to the same extensive general and specific criteria applicable to
director candidates generally. A copy of the nominating committee’s
current charter is available on our website at
http://www.chinawindsystems.com/Corporate_Governance.html
.
The board and its committees held the
following number of meetings during 2009:
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Board
of directors
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7
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Audit
committee
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4
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Compensation committee
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0
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Nomination committee
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0
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The
meetings include meetings that were held by means of a conference telephone
call, but do not include actions taken by unanimous written
consent.
Each director attended at least 75% of
the total number of meetings of the board and those committees on which he
served during the year.
Our non-management directors did not
meet in executive session during 2009.
Compensation
Committee Interlocks and Insider Participation
Aside from his/her service as director,
no member of our compensation committee had any relationship with China Wind
Systems, Inc. as of December 31, 2009. No executive officer of China
Wind Systems, Inc. served as a director or compensation committee member of
another entity.
Section
16(a) Compliance
Section 16(a) of the Securities
Exchange Act of 1934, requires our directors, executive 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. During the fiscal year ended December 31, 2009, the following
officers, directors and 10% stockholders were late in their filings: Megan
Penick was late in filing a Form 3.
Directors’
Compensation
Except for Mr. Bernstein and Ms.
Penick, we do not have any agreements or formal plan for compensating our
directors for their service in their capacity as directors, although our board
may, in the future, award stock options to purchase shares of common stock to
our directors.
For services as a director, chairman of
the audit committee and member of the compensation committee we pay Mr.
Bernstein an annual fee of $10,000, payable quarterly, and we issued to Mr.
Bernstein 74,469 shares of common stock, which represents $35,000 divided by the
closing price of our common stock on the date of his election. For
services as a director and member of the audit and compensation committees, we
pay Ms. Penick an annual fee of $8,000, payable quarterly, and we issued to Ms.
Penick 20,690 shares of common stock, which represents $30,000 divided by the
closing price of our common stock on the date of her election.
The following table sets forth
information as to compensation paid to our directors who are not listed in the
Summary Compensation Table during the year ended December 31, 2009.
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Director
Compensation
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Name
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Fees
Earned
or
Paid in Cash
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Option
Awards
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All
Other
Compensation
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Total
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Communications with our Board of
Directors
Any stockholder who wishes to send a
communication to our board of directors should address the communication either
to the board of directors or to the individual director c/o Yan Hua, Secretary,
China Wind Systems, Inc., No. 9 Yanyu Middle Road, Qianzhou Village, Huishan
District, Wuxi City, Jiangsu Province, People’s Republic of China 214181. Mr.
Hua will forward the communication either to all of the directors, if the
communication is addressed to the board, or to the individual director, if the
communication is directed to a director.
APPROVAL OF THE 2010
LONG-TERM INCENTIVE PLAN
The board of directors believes that in
order to attract and retain the services of executive and other key employees,
it is necessary for us to have the ability and flexibility to provide a
compensation package which compares favorably with those offered by other
companies. Accordingly, in January 2010, the board of directors adopted, subject
to stockholder approval, the 2010 long-term incentive plan, covering 2,000,000
shares of common stock. Set forth below is a summary of the 2010 plan, as
amended, but this summary is qualified in its entirety by reference to the full
text of the 2010 plan, a copy of which is included as
Appendix A
to this
proxy statement.
The 2010 plan provides for the grant of
incentive and non-qualified options and stock grants to employees, including
officers, directors and consultants. The 2010 plan is to be administered by a
committee of not less than three directors, each of whom is to be an independent
director. In the absence of a committee, the plan is administered by
the board of directors. The board has granted the compensation
committee the authority to administer the 2010 plan. Members of the
committee are not eligible for stock options or stock grants pursuant to the
2010 plan unless such stock options or stock grant are granted by a majority of
our independent directors other than the proposed grantee.
In January 2010, the compensation
committee granted, subject to stockholder approval of the 2010 plan, 38,000
shares, of which 28,000 shares were granted to Jianhua Wu, our chief executive
officer, 8,000 shares were granted to Yunxia Ren, our controller, who is not an
executive officer, and 12,000 shares were granted to Yan Hua, our secretary, who
is not an executive officer.
Pursuant
to her employment agreement dated January 12, 2010, Ying (Teresa) Zhang, our
chief financial officer, is entitled to receive 1,500 shares of common stock on
each of January 31, 2010 and July 31, 2011, provided that she is employed on
those days. The 1,500 share grant on January 31, 2010, was made
pursuant to the 2010 plan, subject to stockholder approval of the plan.
Additionally, pursuant to a consulting agreement with CFO Oncall, Inc., dated
February 1, 2010, Adam Wasserman and/or his assignees were entitled to receive
2,000 shares on the last day of each calendar quarter. The initial
2,000 share grant for the quarter ended March 31, 2010 was made pursuant to the
2010 plan, subject to stockholder approval of the plan.
Options intended to be incentive stock
options must be granted at an exercise price per share which is not less than
the fair market value of the common stock on the date of grant and may have a
term which is not longer than ten years. If the option holder holds 10% of our
common stock, the exercise price must be at least 110% of the fair market value
on the date of grant and the term of the option cannot exceed five
years. Incentive stock options would only be granted to residents of
the United States.
Federal
Income Tax Consequences
The following is a brief summary of the
federal income tax consequences as of the date hereof with respect to awards
under the 2010 plan for participants who are both citizens and residents of the
United States. This description of the federal income tax
consequences is based upon law and Treasury interpretations in effect on the
date of this proxy statement (including proposed and temporary regulations which
may be changed when finalized), and it should be understood that this summary is
not exhaustive, that the law may change and further that special rules may apply
with respect to situations not specifically discussed herein, including federal
employment taxes, foreign, state and local taxes and estate or inheritance
taxes. Accordingly, participants are urged to consult with their own qualified
tax advisors.
Non-Qualified
Options
No taxable income will be realized by
the participant upon the grant of a non-qualified option. On exercise, the
excess of the fair market value of the stock at the time of exercise over the
option price of such stock will be compensation and (i) will be taxable at
ordinary income tax rates in the year of exercise, (ii) will be subject to
withholding for federal income tax purposes and (iii) generally will be an
allowable income tax deduction to us. The participant's tax basis for stock
acquired upon exercise of a non-qualified option will be equal to the option
price paid for the stock, plus any amounts included in income as compensation.
If the participant pays the exercise price of an option in whole or in part with
previously-owned shares of common stock, the participant's tax basis and holding
period for the newly-acquired shares is determined as follows: As to a number of
newly-acquired shares equal to the number of previously-owned shares used by the
participant to pay the exercise price, no gain or loss will be recognized by the
participant on the date of exercise and the participant's tax basis and holding
period for the previously-owned shares will carry over to the newly-acquired
shares on a share-for-share basis, thereby deferring any gain inherent in the
previously-owned shares. As to each remaining newly acquired share, the
participant's tax basis will equal the fair market value of the share on the
date of exercise and the participant's holding period will begin on the day
after the exercise date. The participant's compensation income and our deduction
will not be affected by whether the exercise price is paid in cash or in shares
of common stock. Special rules, discussed below under "Incentive Stock Options -
Disposition of Incentive Option Shares," will apply if a participant surrenders
previously-owned shares acquired upon the exercise of an incentive option that
have not satisfied certain holding period requirements in payment of any or all
of the exercise price of a non-qualified option.
Disposition
of Option Shares
When a sale of the acquired shares
occurs, a participant will recognize capital gain or loss equal to the
difference between the sales proceeds and the tax basis of the shares. Such gain
or loss will be treated as capital gain or loss if the shares are capital
assets. The capital gain or loss will be long-term capital gain or loss
treatment if the shares have been held for more than twelve months. There will
be no tax consequences to us in connection with a sale of shares acquired under
an option.
Incentive
Stock Options
The grant of an ISO will not result in
any federal income tax to a participant. Upon the exercise of an incentive
option, a participant normally will not recognize any income for federal income
tax purposes. However, the excess of the fair market value of the shares
transferred upon the exercise over the exercise price of such shares (the
"spread") generally will constitute an adjustment to income for purposes of
calculating the alternative minimum tax of the participant for the year in which
the option is exercised. As a result of the exercise a participant's federal
income tax liability may be increased. If the holder of an incentive stock
option pays the exercise price, in full or in part, with shares of previously
acquired common stock, the exchange should not affect the incentive stock option
tax treatment of the exercise. No gain or loss should be recognized on the
exchange and the shares received by the participant, equal in number to the
previously acquired shares exchanged therefor, will have the same basis and
holding period as the previously acquired shares. The participant will not,
however, be able to utilize the old holding period for the purpose of satisfying
the incentive stock option holding period requirements described below. Shares
received in excess of the number of previously acquired shares will have a basis
of zero and a holding period, which commences as of the date the common stock is
issued to the participant upon exercise of the incentive option. If an exercise
is effected using shares previously acquired through the exercise of an
incentive stock option, the exchange of the previously acquired shares will be
considered a disposition of such shares for the purpose of determining whether a
disqualifying disposition has occurred.
Disposition of Incentive Option
Shares
. If the incentive option holder disposes of the stock acquired
upon the exercise of an incentive stock option (including the transfer of
acquired stock in payment of the exercise price of another incentive stock
option) either within two years from the date of grant or within one year from
the date of exercise, the option holder will recognize ordinary income at the
time of such disqualifying disposition to the extent of the difference between
the exercise price and the lesser of the fair market value of the stock on the
date the incentive option is exercised or the amount realized on such
disqualifying disposition. Any remaining gain or loss is treated as a short-term
or long-term capital gain or loss, depending on how long the shares were held
prior to the disqualifying disposition. In the event of such disqualifying
disposition, the incentive stock option alternative minimum tax treatment
described above may not apply (although, where the disqualifying disposition
occurs subsequent to the year the incentive stock option is exercised, it may be
necessary for the participant to amend his return to eliminate the tax
preference item previously reported).
Our Deduction
. We are not
entitled to a tax deduction upon either exercise of an incentive option or
disposition of stock acquired pursuant to such an exercise, except to the extent
that the option holder recognized ordinary income in a disqualifying
disposition.
Stock
Grants
A participant who receives a stock
grant under the 2010 plan generally will be taxed at ordinary income rates on
the fair market value of shares when they vest, if subject to vesting or other
restrictions, or, otherwise, when received. However, a participant who, within
30 days after receiving such shares, makes an election under Section 83(b) of
the Code, will recognize ordinary income on the date of issuance of the stock
equal to the fair market value of the shares on that date. If a Section 83(b)
election is made, the holding period for the shares will commence on the day
after the shares are received and no additional taxable income will be
recognized by the participant at the time the shares vest. However, if shares
subject to a Section 83(b) election are forfeited, no tax deduction is allowable
to the participant for the forfeited shares. Taxes are required to be withheld
from the participant at the time and on the amount of ordinary income recognized
by the participant. We will be entitled to a deduction at the same time and in
the same amount as the participant recognizes income.
New
Plan Benefits
The following table sets forth
information relating to the benefits that will be received by the following
classes of persons.
|
Name and
Position
|
Dollar
Value
|
Number of
Units
|
|
Jianhua
Wu, chief executive officer, director
|
$138,600
|
28,000
|
|
Executive
officers, as a group
|
$146,250
|
29,500
|
|
Non-executive
directors, as a group
|
--
|
--
|
|
Non-executive
officers employee group
|
$99,000
|
20,000
|
The dollar value is based on the
closing market price of the common stock on January 27, 2010, the date the
compensation committee granted the shares, subject to stockholder approval of
the 2010 plan, except that the dollar value of the 1,500 shares issued to Ms.
Zhang is based on the closing price on January 29, 2010, the last trading day
before January 31, 2010, the date on which she was entitled to the shares
pursuant to her employment agreement.
Vote
Required
The approval of the 2010 plan requires
the affirmative vote of a majority of the votes cast at the annual meeting,
provided that a quorum is present at the meeting.
Board
of Directors Recommendation
The board of directors recommends a
vote FOR the approval of the 2010 plan.
INDEPENDENT
PUBLIC ACCOUNTANTS
Sherb & Co., LLP served as our
independent registered public accounting firm for the fiscal year ended December
31, 2009. Representatives from Sherb will be available by phone to
respond to appropriate questions and will have the opportunity to make a
statement if they desire to do so.
The
following table sets forth the fees billed by our principal independent
accountants, Sherb and Co., LLP, for each of our last two fiscal years for the
categories of services indicated.
|
|
|
Year
Ended December 31,
|
|
|
Category
|
|
2009
|
|
|
2008
|
|
|
Audit
Fees
|
|
$
|
75,000
|
|
|
$
|
76,000
|
|
|
Audit
Related Fees
|
|
|
22,500
|
|
|
|
22,500
|
|
|
Tax
Fees
|
|
|
0
|
|
|
|
0
|
|
|
All
Other Fees
|
|
|
0
|
|
|
|
9,000
|
|
Audit
fees.
Consists of fees billed for the audit of our
annual financial statements, review of our Form 10-K and services that are
normally provided by the accountant in connection with year-end statutory and
regulatory filings or engagements.
Audit-related
fees.
Consists of fees billed for the review of
our quarterly financial statements, review of our forms 10-Q and 8-K and
services that are normally provided by the accountant in connection with non
year end statutory and regulatory filings on engagements.
Tax fees.
Consists of
professional services rendered by a company aligned with our principal
accountant for tax compliance, tax advice and tax planning.
Other
fees.
The services provided by our accountants
within this category consisted of advice and other services relating to SEC
matters, registration statement review, accounting issues and client
conferences.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
Our audit
committee was created in March 2008 and its charter was ratified in October
2009. The audit committee’s policy is to pre-approve all audit and
permissible non-audit services provided by the independent registered public
accounting firm. These services may include audit services, audit-related
services, tax services and other services. The independent registered
public accounting firm and management are required to periodically report
to the audit committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with this
pre-approval, and the fees for the services performed to date. The
audit committee may also pre-approve particular services on a case-by-case
basis. All services since October 1, 2008 were pre-approved by the
audit committee.
Since we
did not have a formal audit committee in 2007, our board of directors served as
our audit committee. We had not adopted pre-approval policies and procedures
with respect to our accountants in 2007. All of the services provided and fees
charged by our independent registered accounting firms in 2007 were approved by
the board of directors.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS.
The
following table provides information as to shares of common stock beneficially
owned as of February 1, 2010, by:
|
|
·
|
Each
current officer named in the summary compensation
table;
|
|
|
·
|
Each
person owning of record or known by us, based on information provided to
us by the persons named below, at least 5% of our common stock;
and
|
|
|
·
|
All
directors and officers as a group
|
For purposes of the following table,
“beneficial ownership” means the sole or shared power to vote, or to direct the
voting of, a security, or sole or shared investment power with respect to a
security, or any combination thereof, and the right to acquire such power (for
example, through the exercise of employee stock options granted by the Company)
within 60 days of February 1, 2010. Unless otherwise noted, the
business address of each of our directors and officers is No. 9 Yanyu Middle
Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, People’s
Republic of China 214181.
|
Name and Address
of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
|
% of Class
|
(1)
|
|
Jianhua
Wu CEO (2)
|
|
|
6,138,059
|
|
|
|
35.4
|
%
|
|
Lihua
Tang (2)
|
|
|
6,138,059
|
|
|
|
35.4
|
%
|
|
Maxworthy
International Limited (2)
P.O.
Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands
|
|
|
5,627,642
|
|
|
|
32.5
|
%
|
|
Yunxia
Ren (3)
|
|
|
3,412,581
|
|
|
|
19.7
|
%
|
|
Haoyang
Wu (3)
|
|
|
3,412,581
|
|
|
|
19.7
|
%
|
|
Xuezhong
Hua
|
|
|
0
|
|
|
|
--
|
|
|
Xi
Liu
|
|
|
0
|
|
|
|
--
|
|
|
Drew
Bernstein
|
|
|
74,469
|
|
|
|
*
|
|
|
Megan
Penick
|
|
|
20,690
|
|
|
|
*
|
|
|
Ying
(Teresa) Zhang, (6)
|
|
|
1,500
|
|
|
|
*
|
|
|
All
officers and directors as a group (four persons owning
stock)
|
|
|
6,234,718
|
|
|
|
36.0
|
%
|
_______
*
Represents less than 1% of the shares outstanding
(1) The
percentages are based upon 17,330,536 shares of common stock outstanding on
February 1, 2010.
(2) Jianhua
Wu and Lihua Tang, who are husband and wife, are majority stockholders of
Maxworthy International Ltd. Mr. Wu is also managing director of
Maxworthy. The shares reflected as being owned by Mr. Wu and Ms. Tang
represent (i) 5,627,642 shares owned by Maxworthy and (ii) 510,417 shares owned
by Mr. Wu. Each of Mr. Wu and Ms. Tang disclaims beneficial
ownership in the shares of beneficially owned by the other and of the shares
beneficially owned by their son and daughter-in-law, Haoyang Wu and Yunxia
Ren.
In
connection with the September 2009 and October 2009 stock sales described in the
“Related Party Transactions” section below as well as a January 2010 partial
exercise of an outstanding warrant, Barron Partners LP entered into a voting
agreement with Jianhua Wu, our chief executive officer, pursuant to which Mr. Wu
has the right to vote the series A preferred stock and the underlying common
stock held by Barron Partners as to all matters for which stockholder approval
is obtained, as long as Barron Partners or its affiliates own the
stock. Upon the sale of the series A preferred stock or the
underlying common stock to a person other than an affiliate of Barron Partners,
the voting agreement terminates as to the transferred shares and Mr. Wu has no
voting rights with respect to the transferred shares. As of February
1, 2010, none of the shares of series A preferred stock subject to the voting
agreement were convertible due to a limitation that precludes Barron Partners or
its affiliates from owning more than 4.9% of our outstanding common
stock.
(3) Yunxia
Ren and Haoyang Wu are the daughter-in-law and son of Jianhua Wu and Lihua
Tang. Ms. Ren owns 2,730,064 shares of common stock, of which 62,933
shares are held as security for Ms. Ren’s obligations relating to the Company’s
$80,000 promissory note issued in August 2008, and Mr. Wu owns 682,517 shares of
common stock. Each of Ms. Ren and Mr. Wu disclaims ownership of the
shares owned by the other. Their address is No. 25 Jin Xiu Second
Village, Qianzhou Town Huishan District, Wuxi City, Jiangsu Province, PRC
214181.
Barron Partners, LP holds shares of
series A preferred stock and warrants which, if fully converted and exercised,
would result in Barron Partners’ owning more than 5% of our outstanding common
stock. However, the series A preferred stock may not be converted and the
warrants may not be exercised if such conversion or exercise would result in
Barron Partners and its affiliates owning more than 4.9% of our outstanding
common stock. This limitation may not be waived.
MANAGEMENT
Executive
Officers
The following table sets forth certain
information with respect to our executive officers.
|
Name
|
Age
|
Position
|
|
|
Jianhua
Wu
|
53
|
Chief
executive officer
|
|
|
Ying
(Teresa) Zhang
|
31
|
Chief
financial officer
|
|
All of our officers serve at the
pleasure of the board of directors. Mr. Wu is also a
director. See “Election of Directors” for information concerning Mr.
Wu.
Ms. Zhang
was an auditing manager at GC Alliance HK CPA in Beijing, China, from July 2005
until January 2010. From January 2003 through June 2005, Ms. Zhang
served as a liaison officer for the Australian-Chinese Friendship Business
Association, and from July 2000 to September 2002 was an auditor at Ernst &
Young in Beijing, China. Ms. Zhang is a certified practicing
accountant in Australia. She received a bachelor’s degree in
international accounting from Renmin University and a master’s degree in
accounting from Macquarie University.
Compensation
The following table is the compensation
to our chief executive officer and former chief financial officers during the
year ended December 31, 2009 and 2008.
Summary
Compensation Table
|
Name
and principal position
|
Fiscal
Year
|
Salary
($)
|
|
Stock
Awards ($)
|
|
Option
Awards ($)
|
Total
($)
|
Jianhua
Wu, chief executive officer (1)
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leo
Wang, former chief financial officer (2)
|
|
|
|
|
|
|
|
|
|
(1)
|
The
increase in Mr. Wu’s compensation reflects both an increase in his salary
and the effects of the currency exchange rate between RMB and United
States dollars. In January 2010, the compensation committee
granted, subject to stockholder approval of the 2010 plan, 28,000 shares
to Jianhua Wu as partial bonus compensation for Mr. Wu’s services in
2009. The shares are valued at the closing price on the date of
grant.
|
|
(2)
|
Cash
compensation for Mr. Wang was paid to Cambridge Invest, Inc., a company
where Mr. Wang serves as chief executive officer. Mr. Wang
resigned as chief financial officer in January
2010.
|
Employment
Agreements
Except for an employment agreement with
Ying (Teresa) Zhang, we have no employment agreements with any of our executive
officers, and none of our executive officers have any severance
arrangements.
On January 12, 2010, we entered into an
employment agreement with Ms. Zhang with an initial term of one year. Pursuant
to the agreement, Ms. Zhang shall receive an initial annual salary of
RMB480,000, which is equivalent to approximately $70,500 at the current
exchange rate, subject to adjustment. Ms. Zhang shall also receive
1,500 shares on each of January 31, 2010 and July 31, 2011, provided that Ms.
Zhang is employed by us on those dates. The shares shall be subject
to a nine month lock-up period from the date of issuance. Ms. Zhang’s
employment may be terminated at any time, with or without cause. In the event
that Ms. Zhang’s employment is terminated by the Company without cause, Ms.
Zhang is entitled to a severance payment of two months’ salary, as well as any
previously declared bonus and any unvested shares issued pursuant to the
agreement. In the event that Ms. Zhang terminates her employment for
cause, she shall be entitled to a severance payment of two months’
salary.
Outstanding
Equity Awards at Fiscal Year End
During the year ended December 31,
2009, we did not grant any options to the officers named in the summary
compensation table, and no officer named in the compensation table held any
outstanding options or similar rights.
RELATED
PARTY TRANSACTIONS
In
December 2008, we advanced $437,688 to a company owned by the brother of our
chief executive officer, Mr. Jianhua Wu. This advance was repaid in January
2009. Although we do not believe that this loan violates the
proscription against loans to directors and executive officers, it is possible
that a court may come to a different conclusion.
In connection with two financing, Mr.
Wu agreed to provide shares of common stock in connection with loans to
us. In October 2008, we issued our 17.4% note in the principal amount
of $575,000. Payment of our obligations under the note were secured
by a pledge and conversion right pursuant to which Mr. Wu agreed to pledge
479,167 shares of common stock, with the note holder having the right to convert
the note into shares of common stock owned by Mr. Wu at a conversion price of
$0.40 per share. We paid the note, and Mr. Wu was not required to
deliver any shares.
In March 2009, we sold to two investors
our 18-month, 15% notes in the aggregate principal amount of $250,000 and
warrants to purchase 437,500 shares of common stock at an exercise price of
$0.40 per share. Pursuant to the related purchase agreements, our
chief executive officer placed 510,417 shares of common stock into
escrow. The note holders had the right to take these shares, valued
at $0.20 per share, in payment of the interest or principal, as the case may be,
if we do not pay the interest on or principal of the note before it becomes an
event of default. In January 2010, we repaid the note, and Mr. Wu was
not required to deliver any shares.
In September 2009, we sold 1,100,000
shares of Series A Convertible Preferred Stock, par value $0.001 per share to
Barron Partners LP for $1,100,000. The series A preferred stock is the same
series of preferred stock that was issued in our November 2007 private
placement. Each share of series A preferred stock is convertible into
one-third of one share of common stock, subject to adjustment. The
certificate of designation for the series A preferred stock provides that no
holder can convert the series A preferred stock to the extent that such
conversion would result in the holder and its affiliates beneficially owning in
excess of 4.9% of the number of shares of our common stock then
outstanding.
In October 2009, we sold 2,400,000
shares of series A preferred stock to five investors, including Barron Partners
LP, for $2,400,000. Barron Partners purchased 1,500,000 shares of
series A preferred stock in the financing.
In connection with the September 2009
and October 2009 stock sales, as well as a January 2010 partial exercise of an
outstanding warrant, Barron entered into a voting agreement with Jianhua Wu, our
chief executive officer, pursuant to which Mr. Wu has the right to vote the
series A preferred stock and the underlying common stock held by Barron as to
all matters for which stockholder approval is obtained as long as Barron or its
affiliates own the stock. Upon the sale of the series A preferred
stock or the underlying common stock to a person other than an affiliate of
Barron, the voting agreement terminates as to the transferred shares and Mr. Wu
has no voting rights with respect to the transferred shares.
FINANCIAL
STATEMENTS
Our audited financial statements, which
include our consolidated balance sheets at December 31, 2008 and 2007, and the
related consolidated statements of operations and comprehensive income,
stockholders’ equity and cash flows for each of the two years in the period
ended December 31, 2008, and the notes to our consolidated financial statements,
are included in our Form 10-K/A for the year ended December 31, 2008. Our
unaudited financial statements, which include our consolidated balance sheets at
September 30, 2009 and December 31, 2008, and the related consolidated
statements of operations and comprehensive income and cash flows for the nine
months ended September 30, 2009 and 2008 and the notes to our consolidated
financial statements, are included in our Form 10-Q for the quarter ended
September 30, 2009. A copy of our Form 10-K/A for the fiscal year ended December
31, 2008 and our Form 10-Q for the quarter ended September 30, 2009, either
accompanied or preceded the delivery of this proxy statement.
Copies of our Form 10-K/A for the year
ended September 30, 2009 may be obtained without charge by writing to Yan Hua,
Secretary, China Wind Systems, Inc., No. 9 Yanyu Middle Road, Qianzhou
Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of
China 214181. Exhibits will be furnished upon request and upon payment of a
handling charge of $.25 per page, which represents our reasonable cost on
furnishing such exhibits. Copies of our Form 10-K/A are available on our website
at http://www.chinawindsystems.com/SEC.html. The SEC maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http//www.sec.gov.
OTHER MATTERS
Other Matters to be
Submitted
Our board of directors does not intend
to present to the meeting any matters not referred to in the form of proxy. If
any proposal not set forth in this proxy statement should be presented for
action at the meeting, and is a matter which should come before the meeting, it
is intended that the shares represented by proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting
them.
Deadline for Submission of
Stockholder Proposals for the 2011 Annual Meeting
Proposals of stockholders intended to
be presented at the 2011 Annual Meeting of Stockholders pursuant to SEC Rule
14a-8 must be received at our principal office not later than November 30, 2010
to be included in the proxy statement for that meeting.
In addition, in order for a stockholder
proposal to be presented at our meeting without it being included in our proxy
materials, notice of such proposal must be delivered to the Secretary of our
company at our principal offices no later than December 31, 2010. If
notice of any stockholder proposal is received after December 31, 2010, then the
notice will be considered untimely and we are not required to present such
proposal at the 2011 annual meeting. If the board of directors chooses to
present a proposal submitted after December 31, 2010 at the 2011 annual meeting,
then the persons named in proxies solicited by the board of directors for the
2011 annual meeting may exercise discretionary voting power with respect to such
proposal.
|
|
By:
|
Order
of the Board of Directors
|
|
|
|
|
|
|
|
|
|
Jianhua
Wu
|
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
February
17, 2010
|
|
|
|
PROXY
CHINA
WIND SYSTEMS, INC.
2010
Annual Meeting of Stockholders – March 5, 2010
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Jianhua Wu or Ying (Teresa) Zhang or either one of
them acting in the absence of the other, with full power of substitution or
revocation, proxies for the undersigned, to vote at the 2010 Annual Meeting of
Stockholders of China Wind Systems, Inc. (the "Company"), to be held at 10:00
a.m., local time, on March 5, 2010, at the offices of the Company, No. 9
Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu
Province, People’s Republic of China 214181, and at any adjournment
or adjournments thereof, according to the number of votes the undersigned might
cast and with all powers the undersigned would possess if personally
present.
(1) To
elect the following five (5) directors:
Jianhua
Wu, Xuezhong Hua, Xi Liu, Drew Bernstein, and Megan J. Penick.
o
FOR all nominees listed
above (except as marked to the contrary below).
o
Withhold authority to
vote for all nominees listed above.
INSTRUCTION:
To withhold authority to vote for any individual nominee, print that nominee's
name below.
(2) FOR
o
AGAINST
o
the approval of
the 2010 long-term incentive plan.
(3) In
their discretion, upon the transaction of such other business as may properly
come before the annual meeting;
all as
set forth in the Proxy Statement, dated February 17, 2010.
The
shares represented by this proxy will be voted on Items 1 and 2 as directed by
the stockholder, but if no direction is indicated, will be voted FOR Items 1and
2.
If you
plan to attend the meeting please indicate below:
I plan to
attend the meeting
o
Dated:
_________________________, 2010
|
|
|
|
|
|
|
|
|
Address, if changed
since last proxy:
|
|
(Signature(s))
|
|
|
|
|
|
|
|
(Print
Name)
|
|
|
|
|
|
|
|
Please
sign and print exactly as name(s) appear
hereon.
When signing as attorney,
executor,
administrator, trustee or
guardian,
please give full title as such.
|
|
|
|
|
|
|
|
Please
date, sign and mail this proxy in
the
enclosed envelope, which requires no
postage
if mailed in the United
States.
|
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