UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities
Exchange Act of 1934
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Preliminary Proxy Statement
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Soliciting Material Pursuant to § 240.14a-12
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SHINECO, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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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.
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SHINECO, INC.
Room 1001, Building T5,
DaZu Square, Daxing District,
Beijing, People’s Republic of China
NOTICE OF COMBINED 2018/2019 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 p.m. on November 25, 2019 Eastern Standard Time
To the Stockholders of Shineco, Inc.:
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Shineco, Inc. (the “Company”) for use at the combined 2018/2019 annual meeting of stockholders of the Company (the “Meeting”) and at all adjournments and postponements thereof. The Meeting will be held in Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China, on Monday, November 25, 2019, at 9:00 p.m. EST, to consider and vote upon the following proposals:
1. To re-elect Yuying Zhang, Sai (Sam) Wang and to elect Baolin Li, He Cen and Yanzeng An, Zhen Li and Harry Edelson (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) until the next annual shareholders meeting and until their successors are duly elected and qualified; and
2. To appoint Centurion ZD CPA & Co. (“CZD”) as the Company’s independent registered public accounting firm for the year ending June 30, 2019.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” PROPOSAL No. 2.
Holders of record of the Company’s Common Stock at the close of business on October 4, 2019 (the “Record Date”) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of Common Stock entitles the holder thereof to one vote.
Your vote is important, regardless of the number of shares you own. Even if you plan to attend this Meeting in person, it is strongly recommended that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at this Meeting if you are unable to attend.
A complete list of stockholders of record entitled to vote at this Meeting will be available for ten days before this Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Meeting.
This notice and the enclosed proxy statement are first being mailed to stockholders on or about October 21, 2019.
You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
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By Order of the Board,
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/s/ Yuying Zhang
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Yuying Zhang
Chief Executive Officer
October 18, 2019
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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.
Important Notice Regarding the Availability of Proxy Materials
for the Combined 2018/2019 Annual Stockholder Meeting to Be Held at 9:00 p.m. on
November 25, 2019 Eastern Standard Time
The Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K for the period ended June 30, 2018 and for the period ended June 30, 2019 are available at www.proxyandprinting.com.
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SHINECO, INC.
PROXY STATEMENT
COMBINED 2018/2019 ANNUAL MEETING OF STOCKHOLDERS
to be held on Monday, November 25, 2019, at 9:00 p.m., Eastern Standard Time
Room 1001, Building T5,
DaZu Square, Daxing District,
Beijing, People’s Republic of China
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving this proxy statement?
This proxy statement describes the proposals on which our Board would like you, as a stockholder, to vote at the Meeting, which will take place on Monday, November 25, 2019, at 9:00 p.m., EST, at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China.
Stockholders are being asked to consider and vote upon proposals to (i) elect the Director Nominees to the Board to serve one-year terms, (ii) appoint CZD as our independent registered public accounting firm for the year ending June 30, 2019, and (iii) transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
This proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement.
In this proxy statement, we refer to Shineco, Inc. as the “Company”, “the Company,” “we,” “us,” or “our.”
Who can vote at this Meeting?
Stockholders who owned shares of our Common Stock on October 4, 2019 (the “Record Date”) may attend and vote at this Meeting. There were 27,333,428 shares of Common Stock outstanding on the Record Date. All shares of Common Stock shall have one vote per share. Information about the stockholdings of our directors, executive officers and significant stockholders is contained in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 12 of this proxy statement.
What is the proxy card?
The card enables you to appoint Yuying Zhang as your representative at this Meeting. By completing and returning the proxy card, you are authorizing this person to vote your shares at this Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend this Meeting. Even if you plan to attend this Meeting, it is strongly recommended to complete and return your proxy card before this Meeting date just in case your plans change. If a proposal comes up for vote at this Meeting that is not on the proxy card, the proxy will vote your shares, under your proxy, according to his best judgment.
How does the Board recommend that I vote?
Our Board unanimously recommends that stockholders vote “FOR” each of the Director Nominees listed in proposal No. 1 and “FOR” proposal No. 2.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Certain of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
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Stockholder of Record/Registered Stockholders
If, on the Record Date, your shares were registered directly in your name with our transfer agent, Island Stock Transfer, LLC, you are a “stockholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial Owner
If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the Meeting.
How do I vote?
If you were a stockholder of record of the Company’s Common Stock on the Record Date, you may vote in person at the Meeting or by submitting a proxy. Each share of Common Stock that you own in your name entitles you to one vote, in each case, on the applicable proposals.
(1) You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:
• as you instruct, and
• according to the best judgment of the proxies if a proposal comes up for a vote at this Meeting that is not on the proxy card.
We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.
If you return a signed card, but do not provide voting instructions, your shares will be voted:
• FOR each nominee for director;
• FOR the selection of CZD as our independent registered public accounting firm for year ending June 30, 2019; and
• According to the best judgment of Yuying Zhang if a proposal comes up for a vote at the Meeting that is not on the proxy card.
(2) You may vote in person at the Meeting. We will pass out written ballots to any stockholder of record who wants to vote at the Meeting.
If I plan on attending the Meeting, should I return my proxy card?
Yes. Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the Meeting.
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May I change my mind after I return my proxy?
Yes. You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:
• sending a written notice to the Secretary of the Company at the Company’s executive offices stating that you would like to revoke your proxy of a particular date;
• signing another proxy card with a later date and returning it to the Secretary before the polls close at this Meeting; or
• attending this Meeting and voting in person.
What does it mean if I receive more than one proxy card?
You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.
What happens if I do not indicate how to vote my proxy?
Signed and dated proxies received by the Company without an indication of how the stockholder desires to vote on a proposal will be voted in favor of each director and proposal presented to the stockholders.
Will my shares be voted if I do not sign and return my proxy card?
If you do not sign and return your proxy card, your shares will not be voted unless you vote in person at this Meeting.
What vote is required to re-elect the Director Nominees as directors of the Company?
The election of each nominee for director requires the affirmative vote of a plurality of the shares of Common Stock represented in person or by proxy and entitled to vote in the election of directors at the Meeting.
How many votes are required to appoint CZD as the Company’s independent registered public accounting firm for year ending June 30, 2019?
The proposal to appoint CZD to serve as our independent registered public accounting firm for 2019 requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of Common Stock entitled to vote.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.
Where do I find the voting results of this Meeting?
We will announce voting results at this Meeting and also file a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) reporting the voting results.
Who can help answer my questions?
You can contact Yuying Zhang at (+86) 10-87227366 or by sending a letter to the offices of the Company at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China with any questions about proposals described in this proxy statement or how to execute your vote.
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THE COMBINED 2018/2019 ANNUAL MEETING
General
We are furnishing this proxy statement to you, as a stockholder of Shineco, Inc., as part of the solicitation of proxies by our Board for use at the Meeting to be held on November 25, 2019, and any adjournment or postponement thereof. This proxy statement is first being furnished to stockholders on or about October 21, 2019. This proxy statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.
Date, Time and Place of the Meeting
The Meeting will be held on November 25, 2019, at 9:00 p.m., EST, at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China, or such other date, time and place to which the Meeting may be adjourned or postponed.
Purpose of the Meeting
At the Meeting, the Company will ask stockholders to consider and vote upon the following proposals:
1. To elect the Director Nominees to serve on the Company’s Board of Directors until the next annual shareholders meeting and until their successors are duly elected and qualified;
2. To appoint CZD as our independent registered public accounting firm for the year ending June 30, 2019; and
3. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Record Date and Voting Power
Our Board fixed the close of business on October 4, 2019, as the record date for the determination of the outstanding shares of Common Stock entitled to notice of, and to vote on, the matters presented at this Meeting. As of the Record Date, there were 27,333,428 shares of Common Stock outstanding. Each share of Common Stock entitles the holder thereof to one vote. Accordingly, a total of 27,333,428 votes may be cast at this Meeting.
Quorum and Required Vote
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the meeting if a majority of the Common Stock outstanding and entitled to vote at the Meeting is represented in person or by proxy. Abstentions and broker non-votes (i.e. shares held by brokers on behalf of their customers, which may not be voted on certain matters because the brokers have not received specific voting instructions from their customers with respect to such matters) will be counted solely for the purpose of determining whether a quorum is present at the Meeting.
Proposal No. 1 (election of each of the Director Nominees) requires the affirmative vote of a plurality of the shares of Common Stock represented in person or by proxy and entitled to vote in the election of directors at the Meeting. Abstentions and broker non-votes will have no effect on the election of directors;
Proposal No. 2 (appointment of CZD to serve as our independent registered public accounting firm for year ending June 30, 2019) requires the affirmative vote of the majority of the shares present in person or represented by proxy at the Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal; and
Revocability of Proxies
Any proxy may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by (A) sending to our Secretary, at Shineco, Inc., Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China, either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (B) by attending this Meeting and voting in person.
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Proxy Solicitation Costs
The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to this Meeting, will be borne by the Company. If any additional solicitation of the holders of our outstanding shares of Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals.
No Right of Appraisal
None of Delaware law, our Certificate of Incorporation or our Bylaws provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.
Who Can Answer Your Questions About Voting Your Shares
You can contact Yuying Zhang at (+86) 10-87227366 or by sending a letter to the offices of the Company at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China, with any questions about proposals described in this proxy statement or how to execute your vote.
Principal Offices
The principal executive offices of our Company are located at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China. The Company’s telephone number at such address is (86) 512 6396-0022.
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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
The nominees listed below have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand for re-election as directors of the Company. Unless such authority is withheld, proxies will be voted for the election of the persons named below, each of whom has been designated as a nominee. If, for any reason, any nominee/director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board may propose.
Board Qualifications and Director Nominees
We believe that the collective skills, experiences and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our stockholders. While the Nominating and Corporate Governance Committee of our Board does not have any specific, minimum qualifications that must be met by each of our directors, the Nominating and Corporate Governance Committee uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the Board. In addition to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder value and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.
The Director Nominees recommended by the Board are as follows:
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YuYing Zhang
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68
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Chair of the Board, Chief Executive Officer, and Director
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Sai (Sam) Wang
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Chief Financial Officer and Director
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Baolin Li
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Director
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He Cen
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Director (Independent)
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Yanzeng An
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Director (Independent
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Zhen Li
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Director (Independent)
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Harry Edelson
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85
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Director (Independent)
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Information Regarding the Company’s Directors and the Nominees
YuYing Zhang, age 68, has been Chairman of Shineco since 2011 and is the Chairman and CEO of the Company. He was the principal founder of Tenet-Jove, which was established in 1995 with his research and development of Luobuma functional fiber healthcare products. He has been the Chairman and CEO of Tenet-Jove since December 2003; under his leadership, Tenet-Jove has worked with more than 20 research institutions and enterprises and has obtained numerous national invention and new product patent rights for Luobuma product development. He also serves as a director in Tianjin Tenet Huatai Technological Development Co., Ltd. since 2003. From April 2014 to December 2014, he was the Chairman of the Board of Beijing Huiyin Ansheng Asset Management Co., Ltd. From 1995 to December 2003, he served as general manager of Tianjin Balas Technological Development Co., Ltd. Prior to starting Tenet-Jove in 1995, he was the deputy director at the Army Institute of Integrative Medicine. From 1991 to 1994, he was the Executive Director and Deputy General Manager at Shan Haidan Pharmaceutical Group, where he was responsible for strategic development planning and marketing. Mr. Zhang is a senior economist with a bachelor’s degree from China Central Radio and Television University in China. Mr. Zhang was chosen as director because of his knowledge and extensive experience in research and development and management.
Sai (Sam) Wang, age 34, became our Chief Financial Officer in February 2015 and Director since 2016. Mr. Wang has worked for Shineco, Inc. since 2011 where he served as Financial Controller until his appointment as our Chief Financial Officer. Mr. Wang has been the supervisory director of Shineco Zhisheng (Beijing) Bio-Technology Co., Ltd. since 2014. He serves as the General Manager of Qingdao Yinghuanhai International Logistics Co., Ltd. since 2012. Prior to joining Shineco, he worked for Citibank in Shenzhen from 2008 until 2011, where he served as Manager of Corporate Finance. Mr. Wang obtained a Masters in Commerce with a concentration in applied finance from The University of Queensland in 2010. In 2008, he received a bachelor’s degree in Accounting from Griffith University in Australia. Mr. Wang was chosen as a director because he has profound knowledge of our industry and he is experienced with our financial matters.
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Baolin Li, age 64, From 1975 to 1985, Baolin Li was Chief Accountant in Shanghai Xianyingwu Livestock Farm. From 1986-1995, Baolin Li was Chief Accountant in Wujing Grain Administration, Food Bureau, Minhang District, Shanghai City. From 1996-1997, Baolin Li was Deputy Director in Wujing Grain Administration, Food Bureau, Minhang District, Shanghai City. Since July 2013, Baolin Li has been Legal Representative of Shanghai Jiazheng Investment Management Co.,Ltd. and Baolin Li has been Legal Representative of Yushe County Linbao Bio-energy Technology Co.,Ltd. and Yushe County Guangyuan Forest Development Co., Ltd. from February 2018 to date and from June 2018 to date respectively. Baolin Li graduated from Shanghai Minhang TV University in 1991. Mr. Li was chosen as a director because he has great experience in the biological industry.
He Cen, age 51, Mr. Cen was the CFO of Tonghai Construction Co., Ltd. and Beijing Sanyuan Food Co. ltd. (SSE: 600429) from September 2002 to February 2005 and from March 2005 to June 2006, respectively. Mr. Cen has been the President of Beijing Zhenxing Certified Public Accountants United since September 2007. Mr. Cen has been an adjunct professor of Nanjing Agricultural University Financial School and Shanghai Ocean University Business School since November 2016 and September 2019, respectively. Mr. Cen is also an Independent Director of Fuzhou Dahua Intelligent Technology Co.ltd. (SZSE: 002512) and Director of Beijing Zhenxing Certified Public Accountants United, Baise Baixiang Culture Technology Industry Co., Ltd, Beijing Sunshine Tongyuan Culture Technology Co., Ltd. and Guangxi Celian Trading Co.,Ltd. Mr. He Cen obtained his Certified Public Accountant (CPA) and is a Senior Economist. He obtained his Master degree of Agricultural Economic Management in Nanjing Agricultural University. Mr. Cen was chosen as a director because of his experience in financial management, as well as his extensive work experience and educational background in the accounting field.
Yanzeng An, age 40, From 2002 to 2005, Mr. An engaged in civil trial work in Dezhou Court in Shandong Province. From 2008 to 2015 Mr. An engaged in criminal trial work in Beijing Shijingshan District Court. From 2016 to date, Mr. An has been a Partner and lawyer at Beijing Bright Law Firm. Mr. An obtained his Bachelor of Laws from Yantai University and his Master of Laws in China University of Political Science and Law. Mr. An was chosen as a director because of his quality experience in the legal field.
Zhen Li, age 38, From September 2018 to date, Mr. Li was Managing Partner and Actual Controller of Shanghai Beiwenke Business Management Center. From 2014 to date, Mr. Li has been the Executive President of Beijing Culture and Technology Financial Leasing Co. Ltd. From 2012 to 2014, Mr. Li he was the President of Tianjin Tairong Financial Leasing Co.Ltd. From 2009 to 2013 Mr. Li was the President of Beijing Zhaozhen International Leasing Co.Ltd. From 2008 to 2009, Mr. Li was Customer Manager in China Bohai Bank. From 2004 to 2008, Mr. Li is Investment and Financing Director of Beijing Daji Kangming Medical Equipment Co.,Ltd. . Mr. Li is an Executive Director of Shanghai Beiweike Enterprise Management Center Co., Ltd. Mr. Li obtained his Bachelor Degree of Economics in Qingdao University of Science and Technology. Mr. Li has an excellent financial background. Mr. Li is familiar with the financial system business operations, regulations, financing policies and operational models. Mr. Li was chosen as a director because of his knowledge in financing and successful experience in financial management.
Harry Edelson, age 85, CFA, CCP, CDP, President since 1980 of Edelson Technology, Inc., a company involved in consulting, fundraising, M&A, and investments. From 1984 until 2005 was an advisor and consultant for 10 multinational corporations (AT&T, Viacom, 3M, Ford Motor, Cincinnati Bell, Colgate-Palmolive, Reed Elsevier, Imation, Asea Brown Boveri and UPS). During this time he managed four technology-oriented strategic venture capital funds for the aforementioned 10 companies using corporate rather than pension money. He has served on over 150 boards of directors, 12 as chairman. At some time in the past five years, Harry Edelson served as a director of four private companies, Airwire, PogoTec, eChinaCash, Pathway Genomics, and one public company, China Gerui. Executive positions in industry include Senior Systems Computer Engineer for Unisys, Transmission Engineer for AT&T (1962-1967), CTO for Cities Service (1967-1970) and Director of Marketing for a terminal manufacturer serving the nascent internet industry (1971-1973). His experience in technology led him to a 12 year career as a securities analyst on Wall Street covering telecommunications, computers, and office equipment for three leading investment banking firms in the 1970s and 1980s. Harry obtained a BS in Physics from Brooklyn College in 1962, MBA from New York University Graduate School of Business in 1965, and completed a Graduate Program in Telecommunications Engineering at the Cornell Graduate School of Electrical Engineering in 1966. In 2007, Harry served as Chairman and Chief Executive Officer for China Opportunity Acquisition Corp., a SPAC that raised $40 million and merged with China Gerui in 2009. Harry’s qualifications to serve as a director include decades of experience on Wall Street and various venture capital ventures. He has SPAC experience, vast board experience, and participated in numerous M&A transactions. Mr. Edelson was chosen as a director because of his management and board experience and his success with strategic venture capital funds.
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Vote Required
Proposal No. 1 will be approved if a plurality of the total votes properly cast in person or by proxy at the Meeting by the holders of Common Stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation of the Board
The Board unanimously recommends that you vote all of your shares “FOR” the election to the Board of all of the Director Nominees described in this Proposal No. 1.
Corporate Governance
Director Independence
Our Board reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, it is determined that He Cen, Yanzeng An, Zhen Li and Harry Edelson are “independent directors” as defined by NASDAQ.
Committees of the Board of Directors
We have established an audit committee, a compensation committee and a nominating and governance committee. Each of the committees of the Board has the composition and responsibilities described below.
Audit Committee
Upon election, He Cen, Yanzeng An, and Harry Edelson will be members of our Audit Committee, where Mr. Cen shall serve as the chairman. All members of our Audit Committee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.
We have adopted and approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:
• evaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;
• approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;
• monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;
• reviews the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;
• oversees all aspects of our systems of internal accounting control and corporate governance functions on behalf of the Board;
• reviews and approves in advance any proposed related-party transactions and reports to the full Board on any approved transactions; and
• provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board regarding corporate governance issues and policy decisions.
It is determined that Mr. Cen possesses accounting or related financial management experience that qualifies her as an “audit committee financial expert” as defined by the rules and regulations of the SEC.
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Compensation Committee
Upon election, He Cen, Harry Edelson, Zhen Li will be members of our Compensation Committee and Mr. Li shall serve as the chairman. All members of our Compensation Committee are qualified as independent under the current definition promulgated by NASDAQ. We have adopted a charter for the Compensation Committee. In accordance with the Compensation Committee’s Charter, the Compensation Committee is responsible for overseeing and making recommendations to the Board regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.
Nominating and Governance Committee
Upon election, He Cen, Yanzeng An and Zhen Li will be the members of our Nominating and Governance Committee where Mr. Yanzeng An shall serve as the chairwoman. All members of our Nominating and Governance Committee are qualified as independent under the current definition promulgated by NASDAQ. Our Board adopted and approved a charter for the Nominating and Governance Committee. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Governance Committee is responsible to identify and propose new potential director nominees to the board of directors for consideration and review our corporate governance policies.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board.
Code of Conduct and Ethics
We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and NASDAQ rules.
Family Relationships
There are no family relationships between or among the Director Nominees or other executive officers of the Company.
Legal Proceedings Involving Officers and Directors
To the knowledge of the Company after reasonable inquiry, no Director Nominee during the past ten years, or any promoter who was a promoter at any time during the past five fiscal years, has (1) been subject to a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity; (5) been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not
9
been subsequently reversed, suspended, or vacated; (6) been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
There are no material pending legal proceedings to which any of the individuals listed above is party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Stockholder Communications with the Board
We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
Director Compensation
The following table represents compensation earned by our directors for the fiscal year ended June 30, 2019.
|
Name
|
|
Fees
earned in
cash
($)
|
|
Stock
awards
($)
|
|
Option
awards
($)
|
|
All other
compensation
($)
|
|
Total
($)(1)
|
|
YuYing Zhang
|
|
$
|
10,000
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
Sai (Sam) Wang
|
|
$
|
10,000
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
Jiping Chen
|
|
$
|
10,000
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
Ying (Teresa) Zhang
|
|
$
|
25,000
|
|
—
|
|
—
|
|
—
|
|
25,000
|
|
Yajun Shi
|
|
$
|
10,000
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
Leiger Yongmin Yang
|
|
$
|
10,000
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
Hua Yang
|
|
$
|
10,000
|
|
—
|
|
—
|
|
—
|
|
10,000
|
Executive Officers
Our current executive officers are as follows:
|
Name
|
|
Age
|
|
Position
|
|
Yuying Zhang
|
|
68
|
|
Chair of the Board, Chief Executive Officer, and Director
|
|
Sai (Sam) Wang
|
|
34
|
|
Chief Financial Officer and Director
|
YuYing Zhang, has been Chairman of Shineco since 2011 and is the Chairman and CEO of the Company. He was the principal founder of Tenet-Jove, which was established in 1995 with his research and development of Luobuma functional fiber healthcare products. He has been the Chairman and CEO of Tenet-Jove since December 2003; under his leadership, the company has worked with more than 20 research institutions and enterprises and has obtained numerous national invention and new product patent rights for Luobuma product development. He also serves as a director in Tianjin Tenet Huatai Technological Development Co., Ltd. since 2003. From April 2014 to
10
December 2014, he was the Chairman of the Board of Beijing Huiyin Ansheng Asset Management Co., Ltd. From 1995 to December 2003, he served as general manager of Tianjin Balas Technological Development Co., Ltd. Prior to starting Tenet-Jove in 1995, he was the deputy director at the Army Institute of Integrative Medicine. From 1991 to 1994, he was the Executive Director and Deputy General Manager at Shan Haidan Pharmaceutical Group, where he was responsible for strategic development planning and marketing. Mr. Zhang is a senior economist with a bachelor degree from China Central Radio and Television University in China. Mr. Zhang was chosen as director because his knowledge and extensive experience in research and development and management.
Sai (Sam) Wang, became our Chief Financial Officer in February 2015 and Director since 2016. Mr. Wang has worked for Shineco, Inc. since 2011 where he served as Financial Controller until his appointment as our Chief Financial Officer. Mr. Wang has been the supervisory director of Shineco Zhisheng (Beijing) Bio-Technology Co., Ltd. since 2014. He serves as the General Manager of Qingdao Yinghuanhai International Logistics Co., Ltd. since 2012. Prior to joining Shineco, he worked for Citibank in Shenzhen from 2008 until 2011, where he served as Manager of Corporate Finance. Mr. Wang obtained a Masters in Commerce with a concentration in applied finance from The University of Queensland in 2010. In 2008, he received a bachelor’s degree in Accounting from Griffith University in Australia. Mr. Wang was chosen as a director because he has profound knowledge of our industry and he is experienced with our financial matters.
Summary Compensation Table
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary(1) ($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Other
Compensation ($)
|
|
Total
($)
|
|
YuYing Zhang
|
|
2019
|
|
120,000
|
|
—
|
|
—
|
|
—
|
|
21,130
|
(2)
|
|
141,130
|
|
(CEO)(1)
|
|
2018
|
|
120,000
|
|
—
|
|
—
|
|
—
|
|
18,180
|
(2)
|
|
138,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sai (Sam) Wang
|
|
2019
|
|
99,600
|
|
—
|
|
—
|
|
—
|
|
10,000
|
(3)
|
|
109,600
|
|
(CFO)
|
|
2018
|
|
16,600
|
|
—
|
|
—
|
|
—
|
|
10,000
|
(3)
|
|
26,600
|
Grants of Plan Based Awards in the Fiscal Year Ended June 30, 2017
During the fiscal year ended June 30, 2019, the Company has not adopted any incentive plan.
Outstanding Equity Awards at Fiscal Year-End
None.
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
Generally
Under Chinese law, we may only terminate employment agreements without cause and without penalty by providing notice of non-renewal one month prior to the date on which the employment agreement is scheduled to expire. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, then we are obligated to pay the employee one month’s salary for each year we have employed the employee. We are, however, permitted to terminate an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions have resulted in a material adverse effect to us. At this time, we have no employment agreements with any of our executive officers.
Section 16 Compliance
Section 16(a) of the Exchange Act, requires our directors, officers and persons who own more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other of our equity securities. To our knowledge, based solely on review of the copies of such reports furnished to us, as of the date of this proxy, all Section 16(a) filings applicable to officers, directors and greater than 10% stockholders were made.
11
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of our common stock as of the Record Date for our officers, directors, director nominees and 5% or greater beneficial owners of common stock. There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.
The following table sets forth information, as of October 14, 2019, regarding the beneficial ownership of our common stock by any person known to us to be the beneficial owner of more than 5% of the outstanding common stock, by directors and certain executive officers, and by all of our directors and executive officers as a group. Unless otherwise noted, our officers and directors utilize the following address for correspondence purposes: Shineco, Inc., Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China.
|
Name and Address
|
|
Title of Class
|
|
Amount
and
Nature of
Beneficial
Ownership
|
|
Percent (%)
of Class
|
|
Yuying Zhang
|
|
common
|
|
1,143,140
|
|
4.18
|
%
|
|
Sai (Sam) Wang
|
|
common
|
|
749,645
|
|
2.74
|
%
|
|
Jiping Chen
|
|
common
|
|
2,194,115
|
|
8.03
|
%
|
|
Ying (Teresa) Zhang
|
|
common
|
|
—
|
|
—
|
|
|
Leiger Leiger Yongmin Yang
|
|
common
|
|
—
|
|
—
|
|
|
Hua Yang
|
|
common
|
|
—
|
|
—
|
|
|
Yajun Shi
|
|
common
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
All Officers and Directors as a Group (7 total)
|
|
common
|
|
4,086,900
|
|
14.95
|
%
|
|
|
|
|
|
|
|
|
|
|
5% Shareholders Not Mentioned Above:
|
|
|
|
|
|
|
|
|
Xiaoyan Chen
|
|
common
|
|
1,088,067
|
|
3.98
|
%
|
|
Qiwei Wang
|
|
common
|
|
1,109,908
|
|
4.06
|
%
|
Certain Relationships and Related Transactions
DUE FROM RELATED PARTIES
The Company had previously made temporary advances to certain shareholders of the Company and to other entities that are either owned by family members of those shareholders or to other entities that the Company has investments in. Those advances are due on demand, non-interest bearing.
12
As of June 30, 2019 and June 30, 2018, the outstanding amounts US$ due from related parties consist of the following.
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
Yang Bin
|
|
$
|
43,688
|
|
$
|
159,218
|
|
Zhang Xin
|
|
|
|
|
|
98,716
|
|
Chang Song
|
|
|
|
|
|
62,891
|
|
Zhang Xinyu
|
|
|
—
|
|
|
|
|
Zhang Hua
|
|
|
—
|
|
|
|
|
Beijing Huiyinansheng Asset Management Co., Ltd
|
|
|
21,873
|
|
|
23,883
|
|
Zhang Yuying
|
|
|
—
|
|
|
|
|
Wang Qiwei
|
|
|
|
|
|
64,485
|
|
Tian Shuangpeng
|
|
|
58,981
|
|
|
|
|
|
|
$
|
124,542
|
|
$
|
409,193
|
DUE TO RELATED PARTIES
As of June 30, 2019 and June 30, 2018, the Company had related party payables of US$ 230,598 and US$ 206,885, respectively, mainly due to the principal shareholders or certain relatives of the shareholders of the Company who lend funds for the Company’s operations. The payables are unsecured, non-interest bearing and due on demand.
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
Wu Yang
|
|
|
93,275
|
|
|
101,979
|
|
Wang Sai
|
|
|
8,738
|
|
|
6,878
|
|
Zhao Min
|
|
|
128,585
|
|
|
98,028
|
|
|
|
$
|
230,598
|
|
$
|
206,885
|
SALES TO RELATED PARTIES
For the years ended June 30, 2019 and 2018, the Company recorded sales to Shaanxi Pharmaceutical Group, a related party (see Note 7), of US$ 3,405,982 and US$ 3,285,311, respectively. As of June 30, 2019 and 2018, the balance of accounts receivable due from Shaanxi Pharmaceutical Group was US$ 2,706,111 and US$ 1,526,351, respectively. We are 49% participants in two equity investment companies with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”): Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”).
Review, Approval or Ratification of Transactions with Related Persons
Our Audit Committee consisting of independent directors, is charged with reviewing and approving all agreements and transactions with related parties.
13
PROPOSAL NO. 2 — APPOINTMENT OF INDEPENDENT REGISTRED PUBLIC
ACCOUNTING FIRM
The Audit Committee has selected CZD to serve as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2019.
We are asking our stockholders to appoint CZD as our independent registered public accounting firm. In the event our stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment.
We have been advised by CZD that neither the firm nor any of its associates had any relationship during the last fiscal year with our Company other than the usual relationship that exists between independent registered public accountant firms and their clients. Representatives of CZD are not expected to attend the Meeting in person and therefore are not expected to be available to respond to any questions. As a result, representatives of CZD will not make a statement at the Meeting.
Principal Accountant Fees and Services
Audit Fees.
The aggregate fees billed by Wei, Wei & Co., LLP for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended June 30, 2018 totaled $210,000. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
The aggregate fees billed by CZD for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended June 30, 2019 totaled $195,000. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
All Other Fees.
None
Policies and Procedures Relating to Approval of Services by our Independent Registered Public Accountants
The Audit Committee is solely responsible for the approval in advance of all audit and permitted non-audit services to be provided by our independent registered public accounting firms (including the fees and other terms thereof), subject to the de minimus exceptions for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Audit Committee prior to the completion of the audit. None of the fees listed above are for services rendered pursuant to such de minimus exceptions.
The Audit Committee of our Board of Directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit, tax and non-audit services provided by CZD in 2019 and Wei Wei in 2018. Consistent with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee. The full Audit Committee approves proposed services and fee estimates for these services. One or more independent directors serving on the Audit Committee may be delegated by the full Audit Committee to pre-approve any audit and non-audit services. Any such delegation shall be presented to the full Audit Committee at its next scheduled meeting. Pursuant to these procedures, the Audit Committee approved the foregoing audit services provided by CZD and Wei Wei.
Vote Required
Proposal No. 2 (the appointment by the Audit Committee of CZD to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2019) will be approved if a majority of the total votes properly cast in person or by proxy at the Meeting by the holders of common stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted “FOR” re-appointment of the appointment of CZD as the independent registered public accountants of the Company.
14
Recommendation of the Board
The Board unanimously recommends that you vote all of your shares “FOR” the appointment of CZD as independent registered public accountants as described in this Proposal No. 2.
Audit Committee Report
The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee our financial reporting activities. The Audit Committee is responsible for reviewing with both our independent registered public accounting firm and management, our accounting and reporting principles, policies and practices, as well as our accounting, financial and operating controls and staff. The Audit Committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s (the “PCAOB”) Rule 3200T. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm’s independence. Based upon such review and discussion, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year ended June 30, 2019 for filing with the SEC.
The information contained in this proxy statement with respect to the Audit Committee’s report above and the independence of the members of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act” ), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
15
OTHER MATTERS
Our Board knows of no other matter to be presented at the Meeting. If any additional matter should properly come before the Meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.
OTHER INFORMATION
Deadline for Submission of Stockholder Proposals for 2020 Annual Meeting of Stockholders
For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2020 Annual Meeting of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by the Company at its offices at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China, Attention: Chief Executive Officer, no later than January 31, 2020
If we are not notified of a stockholder proposal a reasonable time prior to the time we send our proxy statement for our 2020 annual meeting, then our Board will have discretionary authority to vote on the stockholder proposal, even though the stockholder proposal is not discussed in the proxy statement. In order to curtail any controversy as to the date on which a stockholder proposal was received by us, it is suggested that stockholder proposals be submitted by certified mail, return receipt requested, and be addressed to Shineco, Inc., Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China, Attention: Chief Executive Officer. Notwithstanding, the foregoing shall not affect any rights of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 under the Exchange Act nor grant any stockholder a right to have any nominee included in our proxy statement.
Proxy Solicitation
The solicitation of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies. The transfer agent and registrar for our common stock, Island Stock Transfer, LLC, as a part of its regular services and for no additional compensation other than reimbursement for out-of-pocket expenses, has been engaged to assist in the proxy solicitation. Proxies may be solicited through the mail and through telephonic or telegraphic communications to, or by meetings with, stockholders or their representatives by our directors, officers and other employees who will receive no additional compensation therefor. We may also retain a proxy solicitation firm to assist us in obtaining proxies by mail, facsimile or email from record and beneficial holders of shares for the Meeting. If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary compensation for its services, including out-of-pocket expenses.
We request persons such as brokers, nominees and fiduciaries holding stock in their names for others, or holding stock for others who have the right to give voting instructions, to forward proxy material to their principals and to request authority for the execution of the proxy. We will reimburse such persons for their reasonable expenses.
Annual Report
The Annual Report is being sent with this Proxy Statement to each stockholder and is available at www.proxyandprinting.com as well as on the SEC’s website at www.sec.gov. The Annual Report contains our audited financial statements for the fiscal year ended June 30, 2019 and June 30, 2018. The Annual Report, however, is not to be regarded as part of the proxy soliciting material.
Delivery of Proxy Materials to Households
Only one copy of this proxy statement and one copy of our Annual Report are being delivered to multiple registered stockholders who share an address unless we have received contrary instructions from one or more of the stockholders. A separate form of proxy and a separate notice of the Meeting are being included for each account at the shared address. Registered stockholders who share an address and would like to receive a separate copy of our Annual Report and/or a separate copy of this proxy statement, or have questions regarding the householding process, may contact the Company’s transfer agent: Island Stock Transfer, LLC, by calling (727) 289-0010, or by forwarding a written request addressed to Island Stock Transfer, LLC, 15500 Roosevelt Blvd. Suite 301, Clearwater, FL 33760.
16
Promptly upon request, a separate copy of our Annual Report on Form 10-K and/or a separate copy of this proxy Statement will be sent. By contacting Island Stock Transfer, LLC, registered stockholders sharing an address can also (i) notify the Company that the registered stockholders wish to receive separate annual reports to stockholders, proxy statements and/or Notices of Internet Availability of Proxy Materials, as applicable, in the future or (ii) request delivery of a single copy of annual reports to stockholders and proxy statements in the future if registered stockholders at the shared address are receiving multiple copies.
Many brokers, brokerage firms, broker/dealers, banks and other holders of record have also instituted “householding” (delivery of one copy of materials to multiple stockholders who share an address). If your family has one or more “street name” accounts under which you beneficially own shares of our common stock, you may have received householding information from your broker, brokerage firm, broker/dealer, bank or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or our Annual Report or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding.
Where You Can Find Additional Information
Accompanying this proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended June 30, 2019 and the Form 10-K for the year ended June 30, 2018. Such Report constitutes the Company’s Annual Report to its Stockholders for purposes of Rule 14a-3 under the Exchange Act. Such Report includes the Company’s audited financial statements for the 2019 fiscal year and the 2018 fiscal year and certain other financial information, which is incorporated by reference herein. The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information are available on the SEC’s website at www.sec.gov. Stockholders who have questions in regard to any aspect of the matters discussed in this proxy statement should contact Yuying Zhang, our Chief Executive Officer, at Room 1001, Building T5, DaZu Square, Daxing District, Beijing, People’s Republic of China or by telephone on (+86) 10-87227366.
17
Form of Proxy Card
SHINECO, INC.
PROXY FOR COMBINED 2018/2019 ANNUAL MEETING OF SHAREHOLDERS
Monday, November 25, 2019
THE BOARD RECOMMENDS A VOTE FOR
THE PROPOSAL AND NOMINEES.
I. To re-elect Yuying Zhang, Sai (Sam) Wang and to elect Baolin Li, He Cen and Yanzeng An, Zhen Li and Harry Edelson to serve on the Company’s Board of Directors until the next annual shareholders meeting and until their successors are duly elected and qualified; and
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£ FOR
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£ AGAINST
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£ ABSTAIN
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II. To appoint Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for year ending June 30, 2019.
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£ FOR
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£ AGAINST
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£ ABSTAIN
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This Proxy is solicited on behalf of the management of Shineco, Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TO VOTE ONLINE: www.proxyandprinting.com click on Vote Your Proxy
TO VOTE BY EMAIL: akotlova@islandstocktransfer.com
TO VOTE BY FAX: Please fax this proxy card to 1.727.289.0069
TO VOTE BY MAIL: Please sign, date and mail to
Anna Kotlova
15500 Roosevelt Blvd, Suite 301
Clearwater, FL 33760
IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.
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Signature of Joint Shareholder
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