UNITED
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AND EXCHANGE COMMISSION
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Inc.
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Copies
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SMARTHEAT
INC.
A-1, 10,
Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
+86 (24)
2519-7699
April 16,
2010
To The
Stockholders of SmartHeat Inc.:
You are
cordially invited to attend the 2010 Annual Meeting of Stockholders of SmartHeat
Inc. (the “Company”) on Tuesday, May 25, 2010 (China time) at our Corporate
offices, A-1, 10, Street 7, Shenyang Economic and Technological Development
Zone, Shenyang, China commencing at 10:00 a.m. (China
time).
At the
Annual Meeting, you will be asked to vote to elect five directors to serve until
the 2011 annual meeting of stockholders, to ratify the appointment of Goldman
Parks Kurland Mohidin, LLP as our independent registered public accounting firm,
and to approve the Company’s 2010 Equity Incentive Plan.
The
notice of the Annual Meeting and proxy statement accompanying this letter
provide information concerning matters to be considered and acted upon at the
Annual Meeting. We are also including our Annual Report on
Form 10-K for 2009. During the Annual Meeting, we will
provide a report on our operations, followed by a time for questions and
answers.
Whether
or not you plan to attend the Annual Meeting, we encourage you to sign and
return the enclosed proxy card as promptly as possible in the enclosed
postage-paid envelope so that your shares are represented at the meeting.
Regardless of the number of shares you own, your vote is important.
Thank you
for your continued interest and support.
Sincerely,
Mr. Jun
Wang
Chairman
of the Board, Chief Executive Officer and President
Enclosures
SMARTHEAT
INC.
A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON MAY 25, 2010 (China time)
April 16,
2010
NOTICE IS
HEREBY GIVEN that an Annual Meeting of the Stockholders of SmartHeat Inc., a
Nevada corporation (the “Company”), will be held on Tuesday, May 25, 2010 (China
time) at our Corporate offices, A-1, 10, Street 7, Shenyang Economic and
Technological Development Zone, Shenyang, China commencing at
10:00 a.m. (China time) for the purposes of considering and acting upon the
following proposals:
1. To
elect five directors to the board of directors (the “Board of Directors”) of the
Company to serve until the next annual meeting of stockholders held to elect
directors and until their successors are elected and qualified;
2. To
ratify the appointment of Goldman Parks Kurland Mohidin, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2010;
3. To approve the SmartHeat Inc. 2010
Equity Incentive Plan; and,
4. To
transact such other business as may properly come before the Annual
Meeting.
A proxy
statement describing the matters to be considered at the Annual Meeting is
attached to this notice. Only stockholders of record at the close of business on
April 13, 2010 are entitled to notice of, and to vote at, the meeting and any
adjournments or postponements thereof. By signing and returning the enclosed
proxy card, you authorize Jun Wang, SmartHeat’s Chairman, Chief Executive
Officer and President, and Zhijuan Guo, SmartHeat’s Chief Financial Officer and
Treasurer, to represent you and vote your shares at the meeting in accordance
with your instructions. They may also vote your shares to adjourn the meeting
and will be authorized to vote your shares at any adjournments or postponements
of the meeting.
Whether
or not you plan to be present at the meeting, we urge you to vote your shares
promptly. You can vote your shares in advance of the meeting by completing and
returning the enclosed proxy card. This notice, the attached proxy statement,
the accompanying proxy card and our 2009 Annual Report on Form 10-K (which is
not part of the proxy soliciting materials) are first being mailed to
stockholders on or about April 16, 2010.
By Order
of the Board of Directors,
Mr. Jun
Wang,
Chairman
of the Board, Chief Executive Officer and President
April 16,
2010
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2010 (China time)
The
SmartHeat Inc. notice of Annual Meeting, proxy statement, proxy card and the
Annual Report on Form 10-K for the year ended December 31, 2009 are also
available to you on the Internet at
www.smartheatinc.com
.
SMARTHEAT INC.
A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
PROXY
STATEMENT
2010
Annual Meeting of Stockholders
May
25, 2010 (China time)
These
proxy materials are being provided in connection with the 2010 Annual Meeting of
Stockholders of SmartHeat Inc. (the “Company”). This Proxy Statement,
the accompanying proxy card and our Annual Report on Form 10-K for 2009 (which
is not part of the proxy soliciting materials) were scheduled to be first mailed
to stockholders on or about April 16, 2010. This Proxy Statement
contains important information for you to consider when deciding how to vote on
the matters to be brought before the Annual Meeting. Please read it
carefully.
ABOUT
THE ANNUAL MEETING
WHO
IS SOLICITING MY VOTE?
The Board
of Directors of the Company is soliciting your vote in connection with the 2010
Annual Meeting of Stockholders.
WHAT IS THE PURPOSE OF THE ANNUAL
MEETING?
The
Annual Meeting will be the Company’s regular annual meeting of
stockholders. You will be voting on the following matters at the
Annual Meeting:
1. The
election of five directors to the Board of Directors of the Company to serve
until the next annual meeting of stockholders held to elect directors and until
their successors are elected and qualified;
2. The
ratification of the appointment of Goldman Parks Kurland Mohidin, LLP as the
Company’s independent registered public accountants for the fiscal year ending
December 31, 2010;
3. To
approve the SmartHeat Inc. 2010 Equity Incentive Plan; and,
4. The
transaction of such other business as may properly come before the Annual
Meeting.
WHY IS THE COMPANY
SEEKING STOCKHOLDER APPROVAL FOR
THESE PROPOSALS
?
Proposal No. 1
: The
Nevada Revised Statutes and rules applicable to the Company as a result of the
listing of our common stock on the NASDAQ Global Market require corporations to
hold elections for directors each year.
Proposal No. 2
: The
Company appointed Goldman Parks Kurland Mohidin, LLP to serve as the Company’s
independent registered public accounting firm for the 2010 fiscal year. The
Company elects to have its stockholders ratify such appointment.
Proposal No. 3:
The
NASDAQ Marketplace Rules require the Company to have its stockholders approve
the adoption of an equity based compensation plan.
HOW
DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE?
The Board
of Directors recommends a vote:
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1.
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For
the election of Jun Wang, Weiguo Wang, Wenbin Lin, Arnold Staloff and Xin
Li as directors;
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2.
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For
the ratification of the appointment of Goldman Parks Kurland Mohidin, LLP
as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2010;
and,
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3.
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For
the approval of the Company’s 2010 Equity Incentive
Plan.
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WHO
MAY ATTEND THE ANNUAL MEETING?
All
stockholders who held shares of our common stock on April 13, 2010 may
attend. If your stock is held in the name of a broker, bank, or other
holder of record, often referred to as “in street name,” just bring a copy of
your brokerage account statement or a proxy card, which you can get from your
broker, bank or other holder of record of your stock.
WHO
CAN VOTE AT THE MEETING?
The
record date for the 2010 Annual Meeting of Stockholders is April 13, 2010 (the
“Record Date”). The Record Date was established by our Board of
Directors. Stockholders of record at the close of business on the Record
Date are entitled to:
(a) receive notice of the
meeting; and,
(b) vote at the meeting and any
adjournments or postponements of the meeting.
On the
Record Date, 32,795,875 shares of our common stock, par value $.001 per share,
were outstanding. Each stockholder is entitled to one vote for each share
of common stock held on the Record Date, as described under “Voting Securities,”
in this Proxy Statement. There is no cumulative voting.
HOW
DO I VOTE?
You may
vote in person at the Annual Meeting or you may appoint a proxy, by mail, to
vote your shares. If you return a signed card but do not provide voting
instructions, your shares will be voted FOR all of the proposals to be voted on
at the meeting.
WHAT
ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON
STOCK?
By Written
Proxy
: Stockholders of record can vote by marking,
signing and timely returning the enclosed proxy card. Street name or beneficial
holders must follow the directions provided by their broker, bank, or other
nominee in order to direct such broker, bank or nominee how to
vote.
In Person
: All
stockholders may vote in person at the Annual Meeting. Street name or beneficial
holders must obtain a legal proxy from their broker, bank or nominee prior to
the meeting in order to vote in person.
HOW
MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
At least
a majority of the holders of our outstanding shares of common stock, as of the
Record Date, must be present at the Annual Meeting in order to hold the Annual
Meeting and conduct business. This is called a quorum. Shares of our
common stock are counted as present at the Annual Meeting if the holder of such
shares:
(a) is present and votes in person
at the Annual Meeting; or,
(b) has properly submitted a proxy
card.
Abstentions
are counted as present for the purpose of determining the presence of a
quorum.
CAN
I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. You
may revoke your proxy card at any time before its exercise at the Annual Meeting
by giving our Corporate Secretary a written notice revoking your proxy card, or
a duly executed proxy bearing a later date, or by attendance at the Annual
Meeting and electing to vote in person.
WILL
MY STOCK BE VOTED IF I DO NOT PROVIDE MY PROXY?
Your
stock may be voted if it is held in the name of a brokerage firm, even if you do
not provide the brokerage firm with voting instructions. Brokerage firms
have the authority under the rules of The NASDAQ Stock Market LLC (the
“NASDAQ”) to vote stock for which their customers do not provide voting
instructions on certain “routine” matters. Proposals One and Two are
considered “routine” matters under the NASDAQ Marketplace Rules.
HOW
MANY VOTES ARE NEEDED TO APPROVE OUR PROPOSALS?
Directors
are elected by the affirmative vote of a plurality of the shares of common stock
present in person or by proxy and entitled to vote. Abstentions and
broker non-votes are not counted for purposes of the election of directors and,
therefore, will have no effect on the outcome of such election. The
ratification of the appointment of Goldman Parks Kurland Mohidin, LLP as the
Company’s independent registered public accounting firm requires the affirmative
vote of a majority of the votes cast on the proposal. The approval of
the Company’s 2010 Equity Incentive Plan requires the affirmative vote of a
majority of the votes cast on the proposal. Other matters that may properly come
before the Annual Meeting may require a majority or more than a majority vote
under our Amended and Restated By-laws, our Articles of Incorporation, the laws
of the state of Nevada or other applicable laws.
WHO PAYS FOR THIS PROXY
SOLICITATION?
The
Company bears the expense of printing and mailing proxy materials. In
addition to this solicitation of proxies by mail, some of our employees may
solicit proxies by personal interview, telephone, facsimile or
email. These individuals will not be paid any additional compensation
for any such solicitation.
VOTING
SECURITIES
Our $.001
par value common stock is the only class of capital stock authorized to vote by
our Articles of Incorporation. The number of shares of our common stock
which may be voted at the meeting or any adjournment or postponement thereof is
32,795,875 shares, which was the number of shares outstanding as of April
13, 2010. Each stockholder is entitled to one vote for each share of our
common stock held. There is no cumulative voting. Votes
will be tabulated by an inspector of election appointed by our Board of
Directors.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Only one
annual report and this proxy statement will be delivered to multiple
stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. Upon written or oral request, the Company
will deliver a separate copy of the annual report and this proxy statement to a
stockholder at a shared address to which a single copy of the annual report and
proxy statement was delivered. If you wish to receive a separate copy of the
annual report or this proxy statement, please notify the Company by calling or
sending a letter to the Corporate Secretary of the Company, SmartHeat Inc., A-1,
10, Street 7, Shenyang Economic and Technological Development Zone,
Shenyang, China 110027. The Company’s telephone number is +86 (24)
2519-7699.
If
requested, the Company will also provide such persons with copies of any exhibit
to the Annual Report on Form 10-K for the year ended December 31, 2009 upon the
payment of a fee limited to the Company’s reasonable expenses in furnishing such
exhibits.
PROPOSAL
FOR ACTION AT THE ANNUAL MEETING
Proposal
One:
Election
of Directors
Our
Articles of Incorporation and Amended and Restated By-laws provide that the
Board of Directors shall consist of at least one but not more than ten
directors, the exact number of which may be fixed and changed from time to time
by ordinary resolution of the Board of Directors or the stockholders of the
Corporation. The Board of Directors has adopted a resolution establishing
five (5) as the number of directors of the Company.
Our
Articles of Incorporation and Amended and Restated By-laws provide that the
Board of Directors shall be elected at each annual meeting. Based on the
recommendation of the Nominating and Corporate Governance Committee, the Board
of Directors has nominated its current members to be re-elected for another
term.
Please
see the section entitled “Director Nominees” below for information about
the nominees for election as directors, their respective business experience and
other pertinent information.
The
persons named in the accompanying proxy card intend to vote such proxy in favor
of the election of the nominees named below, who are currently directors, unless
authority to vote for the director is withheld in the proxy. Although the
Board of Directors has no reason to believe that the nominees will be unable to
serve as a director, if one of the nominees withdraws or otherwise becomes
unavailable to serve, the persons named as proxies will vote for any substitute
nominee designated by the Board of Directors, unless contrary instructions are
given on the proxy.
The
affirmative vote of a plurality of the shares of our common stock present in
person or by proxy at the meeting and entitled to vote is required for the
election of directors. Proxies for which authority to vote for the nominee
is withheld and broker non-votes will be tabulated for the purpose of computing
the number of shares of our common stock present for the purposes of determining
the presence of a quorum for the meeting. These proxies and broker
non-votes will have no effect on the outcome of the election of the
directors.
Our
Board of Directors unanimously recommends a vote
FOR
the election of the nominees listed below as directors.
DIRECTOR
NOMINEES
Set forth
below is information with respect to the nominees for election as
directors.
Name and Business
Experience
Jun
Wang, Chairman of the Board of Directors, Chief Executive Officer and President,
Age 42
Mr. Wang
was appointed as our Chairman of the Board of Directors, President and Chief
Executive Officer on April 14, 2008. Mr. Wang founded Taiyu and was appointed
Director, CEO and Chairman of Taiyu in 2002. Prior to that, Mr. Wang was the
Assistant General Manager of Beijing HotNet Company, a large PHE components
supplier in China. Mr. Wang gained substantial industry experience during his
tenure as the sales manager at Honeywell China between 1996 and 1999. He started
his professional career in 1994 as a Regional Sales Director at ALFA LAVAL, a
global leader in the PHE industry. Mr. Wang earned a Master's Degree in
Engineering from China's "MIT" - the renowned Tsinghua University. Mr. Wang is
fluent in English.
Arnold
Staloff, Director, Age 65
Mr.
Staloff has served as the Chairman of Audit Committee for each of Shiner
International, Inc. since 2007; AgFeed Industries, Inc. since 2007 and Deer
Consumer Products, Inc. since 2009. From December 2005 to May 2007, Mr. Staloff
served as Chairman of the Board of SFB Market Systems, Inc., a New Jersey-based
company that provides technology solutions for the management and generation of
options series data. From March 2003 to December 2005, Mr. Staloff was an
independent consultant. From June 1990 to March 2003, Mr. Staloff served as
President and Chief Executive Officer of Bloom Staloff Corporation, an equity
and options market-making firm and foreign currency options floor broker.
Additionally, Mr. Staloff served on the Board of Directors of Lehman Brothers
Derivative Products Inc. from 1998 until 2008 and Lehman Brothers Financial
Products Inc. from 1994 until 2008. Mr. Staloff holds a Bachelor of Business
Administration from the University of Miami. Mr. Staloff has been appointed as
the Chairman of our Audit Committee and serves as a member of our Compensation
Committee and Nominating and Corporate Governance Committee. Mr. Staloff has
been a director of the Company since June 19, 2008.
Weiguo
Wang, Director, Age 45
Dr. Wang
serves as Assistant Secretary General of the China Standardization Committee on
Boilers and Pressure Vessels, a position he has held since March 2005.
Additionally, Dr. Wang has served as a Director of the China Special Equipment
Inspection and Research Agency since January 2007 and Deputy General Manager of
Boilers Standard (Beijing) Technology Services Center Co., Ltd. since March
2004. From July 2001 to December 2003, Dr. Wang was a teacher at Tianjin
University, China. Mr. Wang holds a Bachelor’s degree in Mechanics, a Master’s
degree in Fluid Mechanics and a PhD in Fluid Mechanics, all from Beijing
University. Dr. Wang has been appointed as the Chairman of our Compensation
Committee and serves as a member of our Audit Committee and Nominating and
Corporate Governance Committee. Mr. Wang has been a director of the
Company since June 19, 2008.
Wenbin
Lin, Director, Age 65
Mr. Lin
is one of the original founders of Taiyu in 2002. From December 2003 to October
2004, Mr. Lin served as Deputy Chairman and General Manager of Shenyang Huanggu
Thermoelectricity Heating Inc. From November 2002 to December 2003, Mr. Lin
served as Chairman and General Manager of Shenyang Heat Power Co. Ltd. From
September 1999 to May 2002, Mr. Lin served as Chairman of Shenyang
Thermoelectric Corp. From January 1991 to August 1999, Mr. Lin held a variety of
positions within the government of Shenyang City in the PRC, including Director
of the Economic Development & Reform Commission from February 1998 to August
1999, Director of Shenyang City’s Economics & Trade Commission from May 1995
to January 1998 and Deputy Director for the Economic Planning Commission from
January 1991 to April 1995. Mr. Lin holds a Bachelor’s degree in Press Machinery
from China's Anshan Steel Technical College. Mr. Lin has been appointed to each
of the Compensation Committee and Nominating and Corporate Governance Committee
of SmartHeat. Mr. Lin has been a director of the Company since June
19, 2008.
Xin
Li, Director, Age 38
Mr. Li
brings more than a decade of corporate governance and industrial operations
management experience to SmartHeat. He is a renowned management consultant in
China. He is currently the general manager of Beijing ShengGao Consulting Co.,
Ltd., a strategic advisory firm founded by him more than 10 years ago that
focuses on providing strategic guidance and management training to global
companies. He also serves as an independent director and chairs the audit and
various governance committees at several large Chinese domestic companies not
listed in the United States. Mr. Li is a prolific writer in strategies and
management issues. He has authored several books in the areas of management
science and strategic planning. Mr. Li is proficient in Mandarin Chinese and
English. He has a MBA and is a Research Fellow at the Management Science Center
of Beijing University. Mr. Li has been appointed as the Chairman of our
Nominating and Corporate Governance Committee and serves as a member of our
Audit Committee and Compensation Committee. Mr. Li has been a director if the
Company since July 29, 2009.
EXECUTIVE
OFFICERS
Our
executive officers and their ages as of April 16, 2010 are as
follows:
Please
refer to the biography of Mr. Jun Wang set forth above.
Zhijuan
Guo, CFO & Treasurer, Age 45
Ms. Guo
was appointed as our Chief Financial Officer on April 14, 2008. Ms. Guo joined
Taiyu in 2002 as Chief Financial Officer. Prior to that time, she served as the
Production Planning Director of Shenyang Thermoelectric Co. Ltd. She obtained
her MBA in Finance from Shenyang North Eastern University and served as the
finance manager of a local Real Estate Development Firm from 1993 to 1999. From
March 1999 to November 2000, she also served as Auditing Director of Shenyang
Dongyu Group Corp.
Xudong
Wang, Vice President of Strategy and Development, Age 36
Mr. Wang
joined SmartHeat on February 1, 2010 as our Vice President of Strategy and
Development. Prior to that time, Mr. Wang served as Vice President (Greater
China) for China US Bridge Capital Limited, an international financial firm.
From June 2007 to April 2009, Mr. Wang served as the Chief Financial Officer of
QKL Stores, Inc., a NASDAQ listed supermarket and department store chain in
Northeast China. From April 2006 to May 2007, Mr. Wang served as Chief Financial
Officer of ThyssenKrupp Presta Fawer Ltd., a Chinese subsidiary of a leading
German manufacturing group. From April 2005 to April 2006, Mr. Wang served as
the Financial Controller for Electronics, GmbH in Frankfurt, Germany. Mr. Wang
earned his Master of International Business Administration from the University
of Hamburg and his Bachelor of Accounting & Finance from the Shandong
University of Finance.
Huajun
Ai, Corporate Secretary, Age 38
Ms. Ai
was appointed as our Corporate Secretary on April 14, 2008. Ms. Ai joined Taiyu
in 2002 as Corporate Secretary. Prior to that time, from December
2000 to October 2002, she served as an accountant at Shenyang Dongyu
International Trade Co., Ltd. From July 1994 to November 2000, Ms. Ai
served as an accountant at Northeast Jin Cheng Industrial Corp. Ms.
Ai obtained her Bachelor's degree in Foreign Trade Accounting from Shenyang
North Eastern University in 1994.
CORPORATE
GOVERNANCE
INDEPENDENCE
OF DIRECTORS
Subject
to certain exceptions, under the listing standards of NASDAQ, a listed company’s
board of directors must consist of a majority of independent directors.
Currently, our Board of Directors has determined that each of Messrs. Arnold
Staloff, Xin Li and Weiguo Wang is an “independent” director as defined by the
listing standards of NASDAQ currently in effect and approved by the SEC and all
applicable rules and regulations of the SEC. We have established the following
standing committees of the Board of Directors: Audit, Compensation and
Nominating and Corporate Governance. All members of the Audit Committee and a
majority of the members of the Compensation and Nominating and Corporate
Governance Committees satisfy the “independence” standards applicable to members
of each such committee. The Board of Directors made this affirmative
determination regarding these directors’ independence based on discussions with
the directors and on its review of the directors’ responses to a standard
questionnaire regarding employment and compensation history; affiliations,
family and other relationships; and transactions with the Company. The Board of
Directors considered relationships and transactions between each director or any
member of his immediate family and the Company and its subsidiaries and
affiliates. The purpose of the Board of Directors’ review with respect to each
director was to determine whether any such relationships or transactions were
inconsistent with a determination that the director is independent under the
NASDAQ rules. Mr. Wenbin Lin is not deemed an independent director within the
meaning of applicable NASDAQ and SEC rules; however, the Board of Directors has
determined that, in light of the relative newness of SmartHeat as a public
company and the unique circumstances relating to conducting our operations in
China, it is advisable and in the best interests of SmartHeat and its
stockholders that Mr. Lin be appointed to each of the Compensation Committee and
Nominating and Corporate Governance Committee of SmartHeat.
MEETINGS
OF THE BOARD OF DIRECTORS
Our Board
of Directors held four quarterly meetings and one special meeting during fiscal
year 2009, which does not include actions taken by written consent or committee
meetings. Each director attended at least 75% of the meetings of the Board
of Directors held during the period for which he has been a director and the
Board committees on which he served in fiscal year 2009. Under our
Corporate Governance Guidelines, directors are expected to attend all meetings
of our Board of Directors, all meetings of any committee of which he is a member
and the annual meeting of stockholders, and to spend the time necessary to
properly discharge his respective duties and responsibilities. All members of
the Board of Directors were in attendance at the Company’s 2009 Annual Meeting
of Stockholders.
BOARD
LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Mr. Wang
has served as our Chairman of the Board of Directors, Chief Executive Officer,
and President since April 14, 2008. We continue to believe that our leadership
structure is appropriate because Mr. Wang takes an active role in board
functions and was one of the original founders of Taiyu in 2002, which is now a
wholly-owned subsidiary of the Company. Under Mr. Wang’s leadership, our
management team has executed a strategy that has significantly improved our
earnings growth, cash flow stability, and competitiveness in the domestic
Chinese market. We do not currently have a lead independent
director.
As part
of its oversight functions, the Board of Directors is responsible for the
oversight of risk management at the Company. Our Board of Directors
delegates risk oversight to our Audit Committee, which considers and addresses
risk assessment and risk management issues and concerns, and reviews with
management the Company’s major risk exposures and the steps management has taken
to monitor and control such exposures.
COMMITTEES
OF THE BOARD OF DIRECTORS
Audit
Committee
We
established our Audit Committee in June 2008. The Audit Committee consists of
Messrs. Staloff and Li and Dr. Wang, each of whom is an independent director.
Mr. Staloff, Chairman of the Audit Committee, is an “audit committee financial
expert” as defined under Item 407(d) of Regulation S-K. The purpose of the Audit
Committee is to represent and assist our Board of Directors in its general
oversight of our accounting and financial reporting processes, audits of the
financial statements and internal control and audit functions. The Audit
Committee held four meetings during fiscal year 2009, which does not include
actions taken by written consent. The Board of Directors has adopted a written
charter for the Audit Committee, the current copy of which is available on our
website at www.smartheatinc.com.
As more
fully described in its charter, the functions of the Audit Committee include the
following:
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appointment of independent
auditors, determination of their compensation and oversight of their
work;
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review the arrangements for and
scope of the audit by independent
auditors;
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review the independence of the
independent auditors;
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consider the adequacy and
effectiveness of the internal controls over financial
reporting;
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pre-approve audit and non-audit
services;
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establish procedures regarding
complaints relating to accounting, internal accounting controls, or
auditing matters;
|
|
|
·
|
review and approve any related
party transactions;
|
|
|
·
|
discuss with management our major
financial risk exposures and our risk assessment and risk management
policies; and
|
|
|
·
|
discuss with management and the
independent auditors our draft quarterly interim and annual financial
statements and key accounting and reporting
matters.
|
Compensation
Committee
We
established our Compensation Committee in June 2008. The Compensation Committee
consists of Messrs. Staloff and Li and Dr. Wang, each of whom is an independent
director, and Mr. Lin. Dr. Wang is the Chairman of the Compensation Committee.
The Compensation Committee is responsible for the design, review, recommendation
and approval of compensation arrangements for our directors, executive officers
and key employees, and for the administration of our equity incentive plans,
including the approval of grants under such plans to our employees, consultants
and directors. The Compensation Committee also reviews and determines
compensation of our executive officers, including our Chief Executive Officer.
The Compensation Committee may delegate its authority to subcommittees, but may
not delegate its responsibilities for any matters involving executive
compensation unless all members of such subcommittee qualify as independent
directors. The Compensation Committee may consult with the Chief
Executive Officer and other members of management in the exercise of its
duties. Notwithstanding such consultation, the Compensation Committee
retains absolute discretion over all compensation decisions with respect to the
executive officers, including the Chief Executive Officer. The Compensation
Committee held no meetings during fiscal year 2009, which does not include
actions taken by written consent. The Board of Directors has adopted a written
charter for the Compensation Committee, the current copy of which is posted on
our website at
www.smartheatinc.com
.
The
compensation of our executive officers and other employees is composed of base
salaries. For 2009, compensation for our officers, including our named executive
officers, was determined by considering SmartHeat’s overall financial position
and the state of its business. The compensation committee will determine any
increase in compensation, with respect to each officer, based on individual
performance, level of responsibility, and skills and experience, taking into
account the anticipated level of difficulty in replacing such officers and
employees with persons of comparable experience, skill and
knowledge.
Nominating
and Corporate Governance Committee
We
established our Nominating and Corporate Governance Committee in June 2008. The
Nominating and Corporate Governance Committee consists of Messrs. Staloff and Li
and Dr. Wang, each of whom is an independent director, and Mr.
Lin. Mr. Li is the Chairman of the Nominating and Corporate
Governance Committee. The Nominating and Corporate Governance Committee assists
in the selection of director nominees, approves director nominations to be
presented for stockholder approval at our annual general meeting and fills any
vacancies on our Board of Directors, considers any nominations of director
candidates validly made by stockholders, and reviews and considers developments
in corporate governance practices. The Nominating and Corporate Governance
Committee held no meetings during fiscal year 2009, which does not include
actions taken by written consent. The Board of Directors has adopted a written
charter for the Nominating and Corporate Governance Committee, the current copy
of which is posted on our website at
www.smartheatinc.com
.
The
members of the Nominating and Corporate Governance Committee, other than
incumbent director nominees, discuss the qualifications of the director nominees
and the needs of the Company. The Nominating and Corporate Governance
Committee will consider nominees recommended by our directors and
officers. In evaluating director candidates, the Nominating and Corporate
Governance Committee considers factors that are in the best interests of the
Company and its stockholders, including, but not limited to, the knowledge,
experience, integrity and judgment of possible candidates for nomination as
directors; the potential contribution of each candidate to the diversity of
backgrounds, experience and competencies which the Nominating and Corporate
Governance Committee desires to have represented on the Board of Directors,
including familiarity with and experience in our specific industry; the NASDAQ’s
requirements for directors, including any applicable independence standards and
other qualifications and experience; each candidate’s ability to devote
sufficient time and effort to his or her duties as a director of the Company
and, where applicable, prior service as a director of the Company. There
are, however, no stated minimum criteria for director nominees. The
Nominating and Corporate Governance Committee recommends candidates to the Board
of Directors for election at the annual meeting of
stockholders.
CODE
OF BUSINESS CONDUCT AND ETHICS
Our Board
of Directors has adopted a Code of Conduct, which applies to all directors,
officers and employees. The purpose of the Code is to promote honest and ethical
conduct. The Code is posted on our website, located at
www.smartheatinc.com
,
and is available in print, without charge, upon written request to SmartHeat
Inc. at A-1, 10, Street 7, Shenyang Economic and Technological Development Zone,
Shenyang, China 110027. We intend to post promptly any
amendments to or waivers of the Code on our website.
STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
You may
communicate with our directors, individually or as a group, by writing to Board
of Directors, SmartHeat Inc., A-1, 10, Street 7, Shenyang Economic and
Technological Development Zone, Shenyang, China 110027. All such
communications will be forwarded to the relevant director(s), except for
solicitations or other matters not related to the Company.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
There
were no transactions with any related persons (as that term is defined in Item
404 in Regulation S-K) during the fiscal year ended 2009, or any currently
proposed transaction, in which we were or are to be a participant and the amount
involved was in excess of $120,000 and in which any related person had a direct
or indirect material interest.
We have
adopted a written policy in connection with related party transactions involving
our company. The policy requires the prior approval by our Audit Committee for
any transaction, arrangement or relationship in which (i) the aggregate amount
involved will or may be expected to reach $50,000 in any calendar year, (ii) we
are a participant and (iii) any related person has or will have an interest. For
the purposes of this proxy statement, “related persons” include our executive
officers, directors, greater than 5% stockholders or immediate family members of
any of the foregoing. Pursuant to this policy, the Audit Committee, among other
factors, is required to take into account whether the transaction is on terms no
less favorable than terms generally available to an unaffiliated third party
under the same or similar circumstances. In addition, the Chairman of the Audit
Committee has the authority to approve or ratify any interested transaction with
a related person in which the aggregate amount involved is expected to be less
than $25,000.
There are
no family relationships between any of our directors, director nominees,
executive officers or other key personnel and any other of our directors,
director nominees, executive officers or other key personnel.
LEGAL
PROCEEDINGS OF DIRECTORS AND EXECUTIVE OFFICERS
During
the past ten years, none of the Company’s directors or executive officers has
been:
|
|
·
|
the subject of any bankruptcy
petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy
or within two years prior to that
time;
|
|
|
·
|
convicted in a criminal
proceeding or is subject to a pending criminal proceeding (excluding
traffic violations and other minor
offenses);
|
|
|
·
|
subject to any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking
activities;
|
|
|
·
|
found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law, that has not been reversed, suspended, or
vacated;
|
|
|
·
|
subject of, or a party to, any
order, judgment, decree or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of a federal or state
securities or commodities law or regulation, law or regulation respecting
financial institutions or insurance companies, law or regulation
prohibiting mail or wire fraud or fraud in connection with any business
entity; or
|
|
|
·
|
subject
of, or a party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory organization, any registered
entity or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated
with a member.
|
No
director, officer or affiliate of the Company, or any beneficial owner of 5% or
more of the Company’s common stock, or any associate of such persons, is an
adverse party in any material proceeding to, or has a material interest adverse
to, the Company or any of its subsidiaries.
DIRECTOR
COMPENSATION
Director Compensation Table – 2009
|
|
|
Fees Earned or
Paid in Cash
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Total
|
|
|
Name and principal position
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Jun
Wang, Chairman
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Wenbin
Lin
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Frederic
Rittereiser
(1)
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
Arnold
Staloff
(2)
|
|
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,000
|
|
|
Weiguo
Wang
|
|
|
12,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,000
|
|
|
Xin
Li
|
|
|
17,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
17,500
|
|
(1) On
July 17, 2008, Mr. Rittereiser was awarded options to purchase 10,000 shares of
our common stock, expiring on July 17, 2013, at an exercise price of
$4.60 per share, with a three-year vesting schedule. As Mr. Rittereiser
voluntarily retired as director of the Company on July 31, 2009, he forfeited
his unvested options. As of December 31, 2009, Mr. Rittereiser holds 3,333
options to purchase the Company’s common stock. Mr. Ritteresier was
not awarded any options in 2009.
(2) On
July 17, 2008, Mr. Staloff was awarded options to purchase 10,000 shares of our
common stock, expiring on July 17, 2013, at an exercise price of $4.60
per share, with a three-year vesting schedule. As of December 31, 2009, Mr.
Staloff holds 3,333 options to purchase the Company’s common stock. The
remaining 6,667 options will vest equally on each of the second and third
anniversaries of the grant date. Mr. Staloff was not awarded any options in
2009.
Narrative
Disclosure to Director Compensation Table.
On June
19, 2008, Messrs. Rittereiser, Staloff and Dr. Wang joined the Board of
Directors as independent directors, satisfying the definition of “independence”
as defined in Rule 5605 of the NASDAQ Rules. Additionally, Mr. Lin joined the
Board of Directors on June 19, 2008. Mr. Lin is not an "independent" director.
Mr. Li was appointed as a member of the Board of Directors on July 29, 2009. Mr.
Li is an “independent” director. Mr. Rittereiser voluntarily retired as a
director of the Company on July 31, 2009. We have agreed to pay
annual compensation to each of our independent directors. Mr. Staloff is
entitled to receive $50,000 in cash per year, paid in equal quarterly
installments. This fee includes $10,000 for serving as Chairman of the Audit
Committee. Mr. Rittereiser was entitled to receive $40,000 in cash per
year, paid in equal quarterly installments. Dr. Wang and Mr. Li are each
entitled to receive $12,000 in cash per year, paid in equal quarterly
installments. In addition, on July 17, 2008, each of Messrs. Staloff and
Rittereiser were awarded options to purchase 10,000 shares of our common stock,
expiring on July 17, 2013, at an exercise price of $4.60 per share,
with a three year vesting schedule. Mr. Rittereiser’s unvested options as
of July 31, 2009 were forfeited.
We have
not compensated, and will not compensate, our non-independent director, Mr. Lin,
for serving as our director, although he is entitled to reimbursements for
reasonable expenses incurred in connection with attending our board
meetings.
The
directors may determine remuneration to be paid to the directors with interested
members of the board refraining from voting. The Compensation Committee will
assist the directors in reviewing and approving the compensation structure for
the directors.
We do not
maintain a medical, dental or retirement benefits plan for the
directors.
EXECUTIVE
COMPENSATION
As a
“Smaller Reporting Company,” we have elected to follow scaled disclosure
requirements for smaller reporting companies with respect to the disclosure
required by Item 402 of Regulation S-K. Under the scaled disclosure obligations,
the Company is not required to provide a Compensation Discussion and Analysis,
Compensation Committee Report and certain other tabular and narrative
disclosures relating to executive compensation.
The
following table sets forth information concerning the compensation for the years
ended December 31, 2009, 2008 and 2007 of certain of our executive officers. A
discussion of each of the principal elements comprising this executive
compensation follows this table.
|
Summary Compensation Table – 2009
|
|
|
|
|
Fiscal
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Total
|
|
|
Name and principal position
|
|
Year
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Jun
Wang
|
|
2007
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
18,000
|
|
|
President
and Chief Executive Officer
|
|
2008
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
18,000
|
|
|
|
|
2009
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
18,000
|
|
|
Zhijuan
Guo
|
|
2007
|
|
|
10,684
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,684
|
|
|
Chief
Financial Officer
|
|
2008
|
|
|
10,684
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,684
|
|
|
|
|
2009
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
18,000
|
|
Narrative
Disclosure to Summary Compensation Table.
Employment
Agreements
On
January 1, 2008, Taiyu entered into a three-year employment agreement with Mr.
Jun Wang, which agreement may be renewed at the end of the initial term upon
mutual agreement between Mr. Jun Wang and Taiyu. Either party shall
give written notice to the other party of its intention not to renew the
agreement at least 30 days prior to the end of the initial
term. Pursuant to the terms of the employment agreement, Mr. Jun Wang
shall receive a salary in an amount that is not less than the lowest minimum
wage per month paid in Shenyang and shall be based on the uniform wage and
incentive system in Shenyang. In addition, Mr. Jun Wang shall be entitled to
overtime pay in accordance with the applicable law.
On
January 1, 2008, Taiyu entered into a three-year employment agreement with Ms.
Zhijuan Guo, at terms identical to the terms of the employment agreement with
Mr. Jun Wang.
Change-In-Control
Agreements
We do not
have any existing arrangements providing for payments or benefits in connection
with the resignation, severance, retirement or other termination of any of our
named executive officers, changes in their compensation or a change in
control.
Stock
Incentive Plans
We had no
stock incentive plan during 2008 or 2009.
Outstanding
Equity Awards at Fiscal Year-End
As of
December 31, 2009, there were no outstanding equity awards held by executive
officers of our company.
SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table provides information concerning beneficial ownership of our
common stock as of April 13, 2010, by (i) each person that we know beneficially
owns more than 5% of our outstanding common stock, (ii) each of our named
executive officers, (iii) each of our directors and (iv) all of our named
executive officers and directors as a group.
The
amounts and percentages of common stock beneficially owned are reported on the
basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is deemed to be a
“beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of such security, or
“investment power,” which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has the right to acquire beneficial
ownership within 60 days of April 13, 2010. Under these rules, more than one
person may be deemed a beneficial owner of the same securities and a person may
be deemed to be a beneficial owner of securities as to which such person has no
economic interest. As of April 13, 2010, there were 32,795,875 shares of
our common stock issued and outstanding.
Unless
otherwise indicated, each of the stockholders named in the table below, or his
or her family members, has sole voting and investment power with respect to such
shares of common stock. Except as otherwise indicated, the address of
each of the stockholders listed below is: c/o SmartHeat Inc., A-1, 10, Street 7,
Shenyang Economic and Technological Development Zone, Shenyang, China
110027.
|
Name of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percentage
Beneficially
Owned
|
|
|
5
%
Stockholders:
|
|
|
|
|
|
|
|
Beijing
YSKN Machinery & Electronic Equipment Co., Ltd
(1)
Rm
1106, Huapu International Plaza No.19,
Chaowai
Street, Chaoyang District
Beijing,
China
|
|
|
6,808,000
|
|
|
|
20.76
|
%
|
|
Yang
In Cheol
(2)
#630-5,
Namchon-Dong
Namdong-Yu
Incheon,
South Korea 302-405
|
|
|
3,848,000
|
|
|
|
11.73
|
%
|
|
ShenYang
ZhiCe Investment Co., Ltd
(3)
No.
1 Yuebin Street
Shenhe
District
Shenyang,
China 110027
|
|
|
2,960,000
|
|
|
|
9.03
|
%
|
|
FMR
LLC
(4)
82
Devonshire Street
Boston,
MA 02109
|
|
|
4,003,489
|
|
|
|
12.21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
Jun
Wang, Chairman of the Board, President and CEO
(1)
|
|
|
3,404,000
|
|
|
|
10.38
|
%
|
|
Zhijuan
Guo, CFO
|
|
|
0
|
|
|
|
—
|
|
|
Arnold
Staloff, Director
|
|
|
15,033
|
(5)
|
|
|
*
|
|
|
Weiguo
Wang, Director
|
|
|
0
|
|
|
|
—
|
|
|
Wenbin
Lin, Director
|
|
|
473,600
|
(6)
|
|
|
1.44
|
%
|
|
Xin
Li, Director
|
|
|
0
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Directors and named Executive Officers as a group
(6 persons)
|
|
|
3,892,633
|
|
|
|
11.87
|
%
|
|
|
*
|
Less than 1% of shares
outstanding.
|
(1) The
information for YSKN and Mr. Jun Wang is derived from Amendment No. 1 to
Schedule 13D, dated June 30, 2008, which was filed with the SEC to report
the shares beneficially owned by such persons as of May 7, 2008. The
Schedule 13D states that YSKN has sole power to vote and dispose of
6,808,000 shares owned by YSKN and that Messrs. Jun Wang and Fang Li each
hold 50% of the equitable and legal rights, title and interests in and to the
share capital of YSKN and, as a result of such ownership each of Messrs. Wang
and Li has shared power to vote and dispose of the shares owned directly by
YSKN.
(2) The
information for Yang In Cheol is derived from a Schedule 13G, dated April
25, 2008, which was filed with the SEC to report the shares beneficially owned
by him as of April 14, 2008. The Schedule 13G states that Yang In Cheol has
sole power to vote and dispose of 3,848,000 shares owned by
him.
(3) The
information for ShenYang ZhiCe Investment Co., Ltd is derived from a
Schedule 13G, dated April 25, 2008, which was filed with the SEC to report
the shares beneficially owned by it as of April 14, 2008. The Schedule 13G
states that ShenYang ZhiCe Investment Co., Ltd has sole power to vote and
dispose of 2,960,000 shares owned by it. ShenYang ZhiCe
Investment Co. is owned by Ms. Huiqin Wang, Ms. Dongmei Li and Mr. Zhaohui Lin,
with each of them having a voice in the voting and disposition of the shares
held by ShenYang ZhiCe Investment Co. Ms. Li and Mr. Lin are adult
children of Wenbin Lin, a director of SmartHeat. Neither Mr. Wenbin
Lin nor SmartHeat have any interest in, or other relationship with, ShenYang
ZhiCe Investment Co., Ltd.
(4) The
information for FMR LLC is derived from Amendment No. 1 to Schedule 13G, dated
February 16, 2010, which was filed with the SEC to report the shares
beneficially owned by it as of December 31, 2009. The Schedule 13G states that
FMR LLC, an investment advisor, has sole power to dispose or to direct the
disposition of 4,003,408 shares owned by it.
(5) Includes
options to purchase 3,333 shares of common stock that are presently exercisable,
warrants to purchase 1,500 shares of common stock that are presently exercisable
and 100 shares beneficially owned by Mr. Staloff’s spouse.
(6) Includes
473,600 shares beneficially owned by Mr. Lin's spouse through her ownership of
16% equity interest in ShenYang ZhiCe Investment Co., Ltd., which holds an
aggregate of 2,960,000 shares of common stock of SmartHeat. Mr. Lin disclaims
beneficial ownership of these shares.
We are
not aware of any arrangements that could result in a change in control of the
Company.
SECTION 16 (A) BENEFICIAL
OWNERSHIP
REPORTING
COMPLIANCE
Section
16(a) of the Exchange Act requires our executive officers and directors and
persons who own more than 10% of our common stock to file reports regarding
ownership of, and transactions in, our securities with the Commission and to
provide us with copies of those filings. Based solely on our review of the
copies received by us and on the written representations of certain reporting
persons, we believe that during fiscal year ended December 31, 2009, the
following reporting persons have failed to file such reports on a timely
basis:
|
Name and principal position
|
|
Number of
late reports
|
|
|
Transactions not
timely reported
|
|
|
Known failures to
file a required form
|
|
|
Xin
Li, Director
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
PROPOSAL
FOR ACTION AT THE ANNUAL MEETING
Proposal
Two:
Ratification
of Appointment of Independent Registered Public Accounting Firm
The Audit
Committee of the Board of Directors has appointed Goldman Parks Kurland
Mohidin, LLP (“GPKM”) as our independent registered public accounting firm
for its fiscal year ending December 31, 2010. GPKM has acted in such
capacity since its appointment on April 14, 2008. The Company has been advised
by GPKM that the firm has no relationship with the Company or its subsidiaries
other than that arising from the firm’s engagement as auditors.
The
Audit Committee is directly responsible for the appointment, retention,
compensation and oversight of the work of our independent auditors (including
resolution of disagreements between management and the independent auditors
regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work. In making its determination regarding whether to appoint
or retain a particular firm of independent auditors, the Audit Committee takes
into account the views of management. A representative of GPKM is expected to be
available telephonically at the Annual Meeting, with the opportunity to make a
statement if the representative desires to do so, and is expected to be
available to respond to appropriate questions.
Stockholder
Ratification
We are
not required to submit the appointment of GPKM for ratification by our
stockholders. However, we are doing so as a matter of good corporate practice.
If the stockholders fail to ratify the appointment, the Audit Committee will
reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee in its discretion may direct the appointment of a
different independent registered public accounting firm at any time during the
fiscal year if they determine that such an appointment would be in our best
interests and that of our stockholders.
The
ratification of the appointment of GPKM as the Company’s independent registered
public accounting firm requires the affirmative vote of a majority of the votes
cast on the proposal.
The
Board of Directors unanimously recommends a vote
FOR
the
ratification of the appointment of Goldman Parks Kurland Mohidin, LLP as the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2010.
Change
in Company’s Accountant
On April
14, 2008, we dismissed Dale Matheson Carr-Hilton Labonte, LLP (“DMCHL”) as our
independent accountant. DMCHL had previously been engaged as the
principal accountant to audit our financial statements. The reason
for the dismissal of DMCHL was that, following the consummation of the Share
Exchange on April 14, 2008, (i) the former stockholders of Taiyu owned a
significant amount of the outstanding shares of our common stock and (ii) our
primary business became the business previously conducted by
Taiyu. The independent registered public accountant of Taiyu for U.S.
accounting purposes was the firm of GPKM. We believe that it is in our best
interests to have GPKM continue to work with our business, and we therefore
retained GPKM as our new principal independent registered accounting firm,
effective as of April 15, 2008. GPKM is located at 16133 Ventura
Blvd., Suite 880, Encino, CA 91436. The decision to change
accountants was approved by our Board of Directors on April 14,
2008.
During
our two most recent fiscal years and any subsequent interim period through to
the date of our engagement of GPKM, neither we, nor anyone on our behalf, has
consulted with GPKM or any other auditor regarding any accounting or audit
concerns, including, without limitation, those stated in Item 304(a)(2) of
Regulation S-K.
The
report of DMCHL on our financial statements for the period from August 4, 2006
(inception) through our fiscal year ended October 31, 2007, did not contain an
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report was
qualified as to our ability to continue as a going concern.
From our
inception through April 14, 2008, there were no disagreements with DMCHL on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of DMCHL,
would have caused it to make reference to the matter in connection with its
reports.
From our
inception through April 14, 2008, we did not consult GPKM regarding either: (i)
the application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on our
financial statements; or (ii) any matter that was the subject of a disagreement
as described in Item 304(a)(1)(iv) of Regulation S-K.
Audit
Fees
The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Quarterly Reports
on Form 10-Q or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:
|
Year
|
|
Fees
|
|
Name
|
|
2009
|
|
$
|
145,000
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
133,000
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
2,000
|
|
Dale
Matheson Carr-Hilton Labonte
LLP
|
Audit-Related
Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph were:
|
Year
|
|
Fees
|
|
Name
|
|
2009
|
|
$
|
0
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
0
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
0
|
|
Dale
Matheson Carr-Hilton Labonte,
LLP
|
Tax
Fees
The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advice
and tax planning were:
|
Year
|
|
Fees
|
|
Name
|
|
2009
|
|
$
|
0
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
0
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
0
|
|
Dale
Matheson Carr-Hilton Labonte,
LLP
|
All
Other Fees
The
aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountants, other than the services reported
in the preceding paragraphs, were:
|
Year
|
|
Fees
|
|
Name
|
|
2009
|
|
$
|
0
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
0
|
|
Goldman
Parks Kurland Mohidin, LLP
|
|
2008
|
|
$
|
0
|
|
Dale
Matheson Carr-Hilton Labonte,
LLP
|
Audit Committee’s Pre-Approval
Policy
The Audit
Committee pre-approves all audit and permissible non-audit services provided by
the independent auditors. These services may include audit services,
audit-related services, tax services and other services. The Audit Committee has
adopted a policy for the pre-approval of services provided by the independent
auditors. Under this policy, pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service or category
of services and is subject to a specific budget. In addition, the Audit
Committee may also pre-approve particular services on a case-by-case basis. For
each proposed service, the independent auditor is required to provide detailed
back-up documentation at the time of approval. The Audit Committee may delegate
pre-approval authority to one or more of its members. Such a member must report
any decisions to the Audit Committee at the next scheduled meeting.
REPORT
OF THE AUDIT COMMITTEE
The
information set forth in this Report of the Audit Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or the Exchange
Act, except to the extent that the Company specifically incorporates this
information by reference, and otherwise shall not be deemed “soliciting
materials” or to be “filed” with the SEC or subject to Regulations 14A or 14C of
the SEC or subject to the liabilities of Section 18 of the Exchange
Act.
The Audit
Committee of the Board of Directors is comprised of the three directors named
below. Each member of the Audit Committee is an independent director as
defined by NASDAQ rules. A written charter adopted by the Board of
Directors governs the Audit Committee’s activities. The Audit Committee
has reviewed and discussed our audited financial statements with management,
which has primary responsibility for the financial statements.
Goldman
Parks Kurland Mohidin, LLP (“GPKM”), our independent registered public
accounting firm, is responsible for expressing an opinion on the conformity
of our audited financial statements with accounting principles generally
accepted in the United States of America. The Audit Committee has
discussed with GPKM the matters required to be discussed by Statement on
Auditing Standards No. 61, “Communication with Audit Committees,” as
amended, which includes, among other items, matters relating to the conduct of
an audit of our financial statements. The Audit Committee has received the
written disclosures and the letter from GPKM required by the Public Company
Accounting Oversight Board regarding GPKM’s communications with the Audit
Committee and has discussed with GPKM their independence from the Company.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 and in our fiscal year 2009 Annual Report to
Stockholders.
Submitted
by the members of the Audit Committee of the Board of Directors,
Mr.
Arnold Staloff
Dr.
Weiguo Wang
Mr. Xin
Li
PROPOSAL
FOR ACTION AT THE ANNUAL MEETING
Proposal
Three:
Adoption
of the 2010 Equity Incentive Plan
We are
asking our stockholders to vote to adopt the 2010 Equity Incentive Plan
(“2010 Plan”) that will provide stock-based compensation to our employees,
directors and consultants. Currently, the Company has approximately 700
employees, 5 directors, and 1 consultant. The Board approved the 2010
Plan on April 9, 2010, subject to stockholder approval. The
affirmative vote by a majority of votes cast on the proposal at the Annual
Meeting is required for approval of the 2010 Plan. To date, the
Company has not made grants under the 2010 Plan.
The
following summary of the material features of the 2010 Plan is qualified in its
entirety by reference to the 2010 Plan, a copy of which is attached hereto as
Appendix A. Unless otherwise defined, capitalized terms in this
summary have the same meanings as provided in the 2010 Plan.
The
Board believes that it is in the Company’s best interests and in the best
interests of our stockholders to adopt the 2010 Equity Incentive Plan to
help attract, motivate and retain outstanding employees, directors and
consultants and to align further their interests with those of our
stockholders. The Board unanimously
recommends a vote
FOR
the
approval of the 2010 Equity Incentive Plan.
Summary
of the 2010 Equity Incentive Plan
Purpose
.
The purpose of the 2010
Plan is to advance the interests of our stockholders by enhancing our ability to
attract, retain and motivate employees, directors and consultants and by
providing such persons with equity ownership opportunities and performance-based
incentives that are intended to align their interests with those of our
stockholders.
Eligibility and
Type of Awards
. Employees, officers, directors and consultants
of the Company, its parent or its subsidiaries are generally eligible to
receive stock options, restricted stock, restricted stock units (“RSUs”), stock
appreciation rights (“SARs”) and other share-based awards. Incentive
stock options (“ISOs”) may be granted only to Employees. SARS and
nonqualified stock options (“NSOs”) may not be granted to Service Providers of a
parent if the Service Provider is subject to U.S. tax.
Administration
.
The 2010 Plan will be
administered by the Board or a committee thereof. The 2010 Plan is currently
being administered by the Compensation Committee. The Compensation
Committee may determine the specific terms and conditions of all Awards granted
under the 2010 Plan, including, without limitation, the number of shares subject
to each Award, the price to be paid for the shares and the vesting criteria, if
any. The Compensation Committee has discretion to administer the 2010 Plan
as it deems necessary or advisable.
Shares
Available for Award.
Subject to adjustment
as described below, (i) the maximum aggregate number of shares of Common Stock
(“Share”) that may be issued under the 2010 Plan is 1,000,000 Shares, (ii)
not more than 500,000 Shares (or for Awards denominated in Shares and satisfied
in cash, the Fair Market Value of 500,000 Shares on the grant date), may be
awarded to any individual participant in any one fiscal year of the Company,
such limitation to be applied in a manner consistent with the requirements of,
and only to the extent required for compliance with, the exclusion from the
limitation on deductibility of compensation under section 162(m) of the Internal
Revenue Code of 1986, as amended (“ Code ”) and (iii), to the extent consistent
with Code section 422, not more than an aggregate of 1,000,000 Shares may
be issued pursuant to the exercise of ISOs under the 2010 Plan.
Transferability
.
An Award may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent or
distribution, and Options and SARs may be exercised, during the lifetime of the
participant, only by the participant.
Vesting
Conditions
.
For every Award
under the 2010 Plan, the Compensation Committee may impose conditions on vesting
as it deems advisable or appropriate, including but not limited to, achievement
of Company-wide, business unit, or individual goals (including, but not limited
to, continued employment) or any other basis.
Option
Grants
. An option is the right to purchase shares of Common Stock at a
future date at a specified price. Options granted under the 2010 Plan may be
either ISOs, within the meaning of Code section 422, or NSOs (
i.e
., options not intended
to qualify as ISOs). The Compensation Committee determines the terms
of each Option at the time of grant, including the number of Shares covered by,
the exercise price of, and the conditions and limitations applicable to the
exercise of each Option; provided that (i) the exercise price of an Option may
not be less than the Fair Market Value of a Share on the grant date and the
option term may not exceed ten years, (ii) ISOs may only be granted to
employees; (iii) if the optionee owns more than 10% of the total combined voting
power of all classes of stock, the exercise price of an ISO may not be less than
110% of the Fair Market Value of a Share on the grant date and the option term
may not exceed five years. To the extent that the aggregate Fair Market
Value of the stock underlying ISOs that first become exercisable in any calendar
year exceeds $100,000, such options will be treated as NSOs.
The 2010
Plan permits the following forms of payment of the exercise price of
Options:
|
|
·
|
to the extent not prohibited by
Section 402 of the Sarbanes-Oxley Act of 2002, a promissory
note;
|
|
|
·
|
other Shares, provided the Shares
have a Fair Market Value on the date of exercise of the
Option
equal to the aggregate exercise
price for the Shares being
purchased;
|
|
|
·
|
to the extent not prohibited by
Section 402 of the Sarbanes-Oxley Act of 2002, in accordance
with any broker-assisted cashless
exercise procedures approved by the Company and as in
effect from time to
time;
|
|
|
·
|
by requesting the Company to
withhold such number of Shares then issuable upon exercise of
the
Option that have an aggregate
Fair Market Value equal to the exercise price for the Option
being
exercised;
|
|
|
·
|
any combination of the foregoing;
or
|
|
|
·
|
such other consideration and
method of payment for the issuance of Shares to the extent
permitted
by Applicable
Laws.
|
Stock
Appreciation Rights
. A SAR is an award entitling the
recipient, upon exercise, to receive an amount in shares of common stock or cash
or a combination thereof determined by reference to appreciation, from and after
the grant date, in the fair market value of a share of common stock. The
Compensation Committee determines the terms of each SAR at the time of grant,
including the number of Shares to be covered by, the exercise price of, and the
conditions and limitations applicable to the exercise of each SAR; provided that
(i) the exercise price of a SAR may not be less than the Fair Market Value of a
Share on the grant date. Upon exercise of a vested SAR, the recipient
of the SAR will receive payment in an amount no greater than (i) the difference
between the Fair Market Value of a Share on the exercise date over the exercise
price; times (ii) the number of Shares with respect to which the SAR is
exercised. The payment upon exercise of a vested SAR may be in cash,
Shares of equivalent value or some combination thereof.
Restricted Stock
Awards and Restricted Stock Units
. The Compensation Committee may grant
Restricted Stock and RSUs, both which are subject to forfeiture in the event
conditions specified by the Compensation Committee are not satisfied prior to
the end of the applicable restriction period. Restricted Stock Units
entitle the recipient to receive Shares at the time the award vests.
Restricted Stock may be issued at the time of grant or the Company may
hold the Restricted Stock in escrow until the award vests and restrictions
lapse.
The
Compensation Committee determines the number and form of Award, vesting
conditions, the purchase price, if any, and any other terms and conditions of
Restricted Stock and RSU Awards at the time of grant. All
restrictions will lapse and the restriction period will end upon the
satisfaction of vesting conditions. The Compensation Committee may
(i) the time at which restrictions will lapse or (ii) provide for complete
or partial exceptions to an employment condition as it deems
equitable.
During
the restriction period, Service Providers holding Restricted Stock (i) may
exercise full voting rights with respect to those Shares and (ii) will be
entitled to receive all dividends and other distributions paid with respect to
such Shares, unless the Compensation Committee determines otherwise. If any such
dividends or distributions are paid in Shares, the Shares will be subject
to the same restrictions on transferability and forfeiture as the Restricted
Stock with respect to which they were paid.
Other Stock-Based
Awards.
The Compensation Committee may grant other awards that
are payable in, valued in whole or in part by reference to, or otherwise based
on or related to Shares. Other Share-Based Awards may include,
without limitation, (i) Shares awarded as a bonus and not subject to any
restrictions or conditions, (ii) grants in lieu of cash compensation,
(iii) other rights convertible or exchangeable into Shares, and
(iv) other awards valued by reference to the value of Shares or the value
of securities of or the performance of specified Subsidiaries. At the
time of grant, the Compensation Committee will determine the number of Shares or
stock units to be granted pursuant to an Award, and all other terms and
conditions of an Award, including, but not limited to, the vesting period (if
any), purchase price (if any), and whether such Awards will be payable or paid
in cash, Shares or otherwise.
Cash
Settlement
. The Compensation Committee may, in its sole
discretion, choose to settle any Award granted under the 2010 Plan in cash (in
whole or in part) in lieu of Shares. The value of such Award on the
date of distribution will be determined in the same manner as the Fair Market
Value of Shares on the grant date of an Option.
Adjustments,
Dissolution, Liquidation, Merger or Change in Control
. In the event that
any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, any increase in the number of issued Shares of the Company resulting
from an issuance or offering, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Committee will equitably adjust (i) the number and kind of
shares authorized for issuance under the 2010 Plan, (ii) the number and kind of
shares subject to outstanding Awards, and (iii) the exercise price of Options
and SARs.
In the
event of the dissolution or liquidation of the Company, the Compensation
Committee will notify each participant as soon as practicable prior to the
effective date of such transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the dissolution or
liquidation.
In the
event of a merger or Change in Control, the surviving or successor entity may
either assume the Company’s rights and obligations with respect to outstanding
Awards or substitute outstanding Awards for substantially equivalent property
(including, but not limited to comparable equity interests in the surviving or
successor entity) that are subject to vesting requirements and repurchase
restrictions no less favorable to the participant than those in effect prior to
the merger or Change in Control.
In
the event that the successor corporation does not assume or provide a substitute
for the Award, all outstanding Awards will vest, all vesting criteria will be
deemed to have been achieved at target levels, and all restrictions on
Awards will lapse. Any Option or SAR that is not assumed or
substituted in the event of a Change in Control will be exercisable for a period
determined by the Compensation Committee in its sole discretion. The
Compensation Committee will provide reasonable notice of the exercise period to
the participant, and the Option or SAR will terminate upon the expiration of
such exercise period.
Termination of,
or Amendments to, the
2010
Plan
. The 2010 Plan may be amended, altered, suspended or
terminated by the Board at any time. No amendment will be effective
prior to its approval by the stockholders to the extent stockholder approval is
necessary or appropriate to comply with any legal requirement or the terms of
the 2010 Plan. Any amendment that impairs the rights of a
participant shall require such participant’s consent. The
2010 Plan will terminate 10 years following the earlier of (i) the date it
was adopted by the Board or (ii) the date it became effective upon approval
by stockholders, unless the 2010 Plan is terminated sooner by the
Board. However, all Awards granted prior to and which are outstanding
on the date the 2010 Plan is terminated will remain valid in accordance with
their terms and conditions.
Consequences of
Non
-
approval
. If
stockholders do not approve the adoption of the 2010 Plan, the 2010 Plan will
not go into effect, and any Awards granted under the 2010 Plan will be null and
void and of no effect.
U.S. Federal
Income Tax Consequences
. The following is a brief summary of the United
States federal income tax consequences relating to Awards granted under the 2010
Plan. This summary is based on the federal tax laws in effect as of the date of
this proxy statement. The summary is limited to the federal income
tax consequences for individuals who are U.S. citizens or residents for U.S.
federal income tax purposes and the summary does not purport to address all tax
considerations that are relevant. State, local, foreign and other
taxes may differ. In addition, this summary assumes that all Awards
are exempt from, or comply with, Code section 409A. Each participant is urged to
consult his or her own tax advisor as to the specific tax consequences to such
participant of the grant of an Award, the vesting or exercise of an Award, and
the disposition of shares that may be issued pursuant to an Award.
Incentive Stock
Options
. Generally, a participant will not recognize income on the grant
or exercise of an ISO. At exercise, however, the excess of the Fair Market Value
of the shares acquired upon exercise over the exercise price is an item of
adjustment in computing the participant's alternative minimum taxable income. If
the participant holds the stock received upon exercise of an ISO for at least
two years from the grant date and one year from the exercise date, any gain
realized on a sale of the stock is treated as long-term capital gain. If the
participant sells the stock received upon exercise prior to the expiration of
such periods (a “disqualifying disposition”), the participant will recognize
ordinary income in the year of the disqualifying disposition equal to the excess
of the Fair Market Value of such stock on the exercise date over the exercise
price (or, if less, the excess of the amount realized upon the sale over the
exercise price). The excess, if any, of the sale price over the Fair Market
Value on the exercise date will be short-term capital gain.
Our
Company is not entitled to a tax deduction as the result of the grant or
exercise of an ISO. If the participant has ordinary income as a result of a
disqualifying disposition, the Company is entitled to a deduction at the same
time equal to the amount of ordinary income realized by the participant,
assuming the deduction is allowed by Code section 162(m).
Nonqualified
Stock Options
. Generally, a participant will not recognize income, and
the Company is not entitled to a deduction, upon a grant of a NSO. On exercise,
a participant will recognize as ordinary income the difference between the
exercise price and the Fair Market Value of the shares on the exercise date,
unless the shares are subject to any restrictions on the participant's ownership
or disposition thereof. At the time the participant recognizes income, the
Company is entitled to a deduction equal to the amount of income recognized by
the participant, assuming the deduction is allowed by Code section 162(m). Upon
sale of the shares, the participant will recognize long-term or short-term
capital gain or loss depending on the sale price and holding period of the
shares.
Stock
Appreciation Rights
.
Generally, a participant
will not recognize income, and the Company is not entitled to a deduction, upon
a grant of a SAR. On exercise, a participant will recognize as ordinary income
the amount of cash or the Fair Market Value of the shares
received. At the time the participant recognizes income, the Company
is entitled to a deduction equal to the amount of income recognized by the
participant, assuming the deduction is allowed by Code section 162(m). Upon the
sale of any shares acquired by exercise of a SAR, the participant will recognize
long-term or short-term capital gain or loss depending on the sale price and
holding period of the shares.
Restricted Stock
or RSUs
. Generally, a participant will not recognize income, and the
Company is not entitled to a deduction, upon a grant of Restricted Stock or
RSUs. A participant may elect to be taxed on the difference between the purchase
price of Restricted Stock and the Fair Market Value of the Restricted Stock on
the grant date by filing a Code section 83(b) election. Otherwise,
upon the lapse of restrictions on Restricted Stock, the participant generally
recognizes ordinary compensation income equal to the Fair Market Value of the
shares less the purchase price (if any) paid by the participant. Upon the
delivery to the participant of common shares in respect of Restricted Stock
Units, the participant generally recognizes ordinary income equal to the Fair
Market Value of the shares as of the delivery date less the purchase price (if
any) paid by the participant. At the time the participant recognizes income, the
Company is entitled to a deduction equal to the amount of income recognized by
the participant, assuming the deduction is allowed by Code section 162(m). Upon
the sale of any shares acquired through Restricted Stock or RSUs, the
participant will recognize long-term or short-term capital gain or loss
depending on the sale price and holding period of the shares.
Other Stock-Based
Awards
. The tax consequences associated with any other
Stock-Based Award granted under the 2010 Plan will vary depending on the
specific terms of the Award. Among the relevant factors are whether
the Award has a readily ascertainable Fair Market Value, whether or not the
Award is subject to forfeiture provisions or restrictions on transfer, the
nature of the property to be received by the participant and the participant’s
holding period and tax basis for the Award or underlying common
stock.
Withholding
.
Our Company generally must collect and pay withholding taxes upon the exercise
of a NSO or SAR, upon the earlier of the filing of a Code section 83(b) election
or the date the restrictions on Restricted Stock lapse, and at the time that
Restricted Stock Units are settled by delivering stock or cash to a
participant. The Compensation Committee may permit a participant to
satisfy tax withholding by (i) paying cash, (ii) electing to have our Company
withhold otherwise deliverable Shares having a Fair Market Value (as of the date
that the taxes should be withheld) equal to the withholding amount, or
(iii) delivering to the Company already-owned Shares having a Fair Market
Value (as of the date that the taxes should be withheld) equal to the
withholding amount.
Limits on Company
Deduction
. Subject to certain exceptions, Code section 162(m)
disallows federal income tax deductions for compensation paid by a publicly-held
corporation to certain executives to the extent the amount paid to an executive
exceeds $1 million for the taxable year. The 2010 Plan has been
designed to allow, but not require, grants to qualify for an exception to the
Code section 162(m) deduction limit.
Tax Rules
Affecting Nonqualified Deferred Compensation Plans
. Awards
granted under the 2010 Plan may be subject to Code section
409A. Failure to comply with Code section 409A or to qualify for an
exemption from Code section 409A could result in significant adverse tax results
to the grantee of the Award, including immediate taxation, an additional 20
percent tax on the amount of income so recognized, plus interest. The
2010 Plan has been designed in accordance with the Company’s intent to grant
awards that qualify for an exemption from Code section 409A.
ADDITIONAL
INFORMATION
STOCKHOLDER
NOMINATIONS FOR DIRECTORS
Nominations
for the election of directors may only be made by the Board of Directors in
consultation with its Nominating and Corporate Governance Committee. A
stockholder of record may recommend to the Nominating and Corporate Governance
Committee a candidate for consideration as a nominee. However, the committee
will consider a stockholder nominee only if a stockholder provides written
notice to: SmartHeat Inc., A-1, 10, Street 7, Shenyang Economic and
Technological Development Zone, Shenyang, China 110027,
Attention: Chairman of the Nominating and Corporate Governance
Committee.
In order
to provide sufficient time to enable the Nominating and Corporate Governance
Committee to evaluate candidates recommended by stockholders in connection with
its selection of candidates for nomination at SmartHeat’s annual meeting of
stockholders, the Chairman must receive the stockholder’s recommendation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary of the mailing of the proxy statement for the annual meeting of
stockholders for the preceding year. Each such notice must include the following
information about the candidate:
|
|
·
|
Business and current residence
addresses, as well as residence addresses for the past 20
years;
|
|
|
·
|
Principal occupation or
employment and employment history (name and address of employer and job
title) for the past 10 years (or such shorter period as the candidate has
been in the workforce);
|
|
|
·
|
Educational
background;
|
|
|
·
|
Permission for SmartHeat to
conduct a background investigation, including the right to obtain
education, employment and credit
information;
|
|
|
·
|
The number of shares of
SmartHeat’s common stock beneficially owned by the candidate, if
any;
|
|
|
·
|
The information that would be
required to be disclosed by SmartHeat about the candidate under the rules
of the SEC in a proxy statement soliciting proxies for the election of
such candidate as a director (which currently includes information
required by Items 401, 404 and 405 of Regulation S-K);
and
|
|
|
·
|
A signed consent of the nominee
to serve as a director of SmartHeat, if
elected.
|
The
Nominating and Corporate Governance Committee will evaluate nominees properly
proposed by eligible stockholders in the same manner as nominees identified by
the Nominating and Corporate Governance Committee. To date, no stockholder or
group of stockholders has put forth any director nominees.
STOCKHOLDER
PROPOSALS
The
rules of the SEC govern when a company must include a stockholder’s
proposal in its proxy statement and identify the proposal in its form of proxy
when the company holds an annual or special meeting of stockholders. Under these
rules, proposals that stockholders would like to submit for inclusion in our
proxy statement for our 2011 annual meeting of stockholders should be received
by our Corporate Secretary no later than December 17, 2011 (which is
120 days prior to the anniversary of the mailing date of this proxy statement),
assuming that the date of the annual meeting to be held in 2011 is not changed
by more than 30 days from the date of this annual meeting. In such event, we
will provide notice of the date by which such proposals must be received in
order to be included in our proxy statement in Item 5 of our quarterly report on
Form 10-Q. Our determination of whether we will oppose inclusion of any proposal
in our proxy statement and proxy will be made on a case-by-case basis in
accordance with our judgment and the rules and regulations promulgated by the
SEC.
In
addition, if a stockholder wishes to present a proposal at the 2011 annual
meeting that will not be included in our proxy statement and the Company is not
notified prior to March 2, 2011 (which is 45 days prior to the
anniversary of the mailing date of this proxy statement), then the proxies
solicited by our management for the 2011 annual meeting will include
discretionary authority to vote on the proposal in the event that it is properly
brought before the meeting.
As of the
date of this proxy statement, the Board of Directors is not aware of any matters
to come before the Annual Meeting other than those set forth on the notice
accompanying this proxy statement. If any other matters come before the Annual
Meeting, the proxy card, if executed and returned, gives discretionary voting
authority to the persons named as proxy holders, Jung Wang and Zhijuan Guo, our
chief executive officer and chief financial officer, respectively, with respect
to such matters.
ANNUAL
REPORT ON FORM 10-K
The proxy
statement is accompanied by the Annual Report of the Company for its fiscal year
ended December 31, 2009. Stockholders are referred to such Annual
Report for information about our business and activities.
Copies of
our Annual Report on Form 10-K filed with the SEC pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended, will be
provided without charge to record or beneficial owners of shares of our common
stock entitled to vote at the meeting. Written requests for copies of said
report should be directed to the Chief Executive Officer, SmartHeat Inc., A-1,
10, Street 7, Shenyang Economic and Technological Development Zone,
Shenyang, China 110027.
OTHER
MATTERS
The
Nevada Revised Statutes, which govern SmartHeat, do not provide for either
appraisal rights or dissenter rights in connection with the passage of Proposal
One, Election of Directors, or Proposal Two, Ratification of Appointment of
Independent Registered Public Accounting Firm, or Proposal Three, Approval of
the 2010 Equity Incentive Plan.
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By
Order of the Board of Directors,
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Mr.
Jun Wang
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Chairman
of the Board, Chief Executive Officer and
President
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April 16, 2010
Appendix
A
SMARTHEAT
INC.
2010 EQUITY INCENTIVE
PLAN
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1.
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Purposes
. The
purposes of this Plan are to promote the success of the Company’s
business, advance the interests of the Company, attract and retain the
best available personnel for positions of substantial responsibility, and
provide additional incentive to Employees, Directors and
Consultants. The Plan permits the grant of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other
Share-Based Awards as the Administrator may
determine. Capitalized terms used herein shall have the
meanings given to such terms in Section
23.
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2.
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Stock Subject to the
Plan
. Subject to adjustment as provided in Section 12, a
maximum of one million (1,000,000) Shares will be available for issuance
under the Plan. The Shares may be authorized but unissued, or
reacquired Common Stock.
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If
an Award granted under the Plan lapses, is forfeited, terminated or canceled, or
expires or becomes unexercisable without having been exercised in full, the
unpurchased, forfeited or unissued Shares which were subject to the Award will
become available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan
under any Award will not be returned to the Plan and will not become available
for grant or sale under the Plan. With respect to SARs, only Shares
actually issued pursuant to a SAR will cease to be available for future grant or
sale under the Plan (unless the Plan has terminated). Forfeited
Restricted Stock will revert to the Company and will not be available for grant
under the Plan. Shares related to forfeited RSUs will become
available for grant under the Plan. Except with respect to issued
Shares, Shares withheld by the Company to pay the exercise price of an Award or
to satisfy tax withholding obligations with respect to an Award will become
available for future grant or sale under the Plan. To the extent an
Award under the Plan is paid out in cash rather than Shares, such cash payment
will not reduce the number of Shares available for issuance under the
Plan.
The
Company, during the term of this Plan, will at all time reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of the Plan.
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3.
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Administration of the
Plan
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a.
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Administrator
. The
Board will act as Plan Administrator or will appoint a Committee
consistent with Applicable Laws to act as Administrator. If and
so long as the Shares are registered under Section 12(b) or 12(g) of the
Exchange Act, the Board will consider in selecting the membership of any
Committee acting as Administrator the requirements regarding (1)
“nonemployee directors” within the meaning of Rule 16b-3 under the
Exchange Act; (2) “independent directors” as described in the listing
requirements for any stock exchange on which Shares are listed; and (3)
Section 14.b.i. of the Plan if the Company pays salaries for which it
claims on its U.S. tax returns deductions that are subject to the Code
section 162(m) limitation. The Board will determine any
Committee member’s term and may remove a Committee member at any
time.
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b.
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Powers of the
Administrator
. Subject to the provisions of the Plan and
the approval of any relevant authorities, and in the case of a Committee,
subject to the specific duties delegated by the Board to such Committee,
the Administrator will have the authority, in its
discretion:
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i.
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to
determine the Fair Market Value;
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ii.
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to
select the Service Providers to whom Awards may be
granted;
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iii.
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to
determine the types of Awards to each
Participant;
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iv.
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to
determine the number of Shares to be covered by each
Award;
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v.
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to
approve forms of agreement for use under the
Plan;
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vi.
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to
determine the terms and conditions of each Award, including without
limitation, the exercise price, amount, the exercise period, vesting
conditions, any vesting acceleration, any waiver of forfeiture
restrictions, and any other restriction, condition, or limitation
regarding any Award or its related
Shares;
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vii.
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to
construe and interpret the terms of the Plan and Awards and resolve any
disputes regarding Plan and Award
provisions;
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viii.
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to
prescribe, amend, rescind or waive rules and regulations relating to the
Plan;
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ix.
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to
modify or amend each Award to the extent any modification or amendment is
consistent with the terms of the
Plan;
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x.
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to
allow Participants to satisfy withholding tax obligations as permitted
by Section 13;
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xi.
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to
authorize any person to execute on behalf of the Company any instruments
required to effect the grant of an Award previously granted by the
Administrator;
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xii.
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to
delay issuance of Shares or suspend a Participant’s right to exercise an
Award as deemed necessary to comply with Applicable
Laws;
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xiii.
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to
determine any issues necessary or advisable for administering the Plan;
and
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xiv.
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to
correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem
desirable to carry the Plan into
effect.
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c.
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Effect of
Administrator’s Decision
. Any act or decision of the
Administrator will be binding and conclusive on the Company, all
Participants, anyone holding an Award, and any person claiming under or
through any Participant.
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4.
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Eligibility
. ISOs
may be granted only to Employees who may be subject to U.S.
tax. All other Awards may be granted to Service
Providers. Service Providers may include prospective Employees
or Consultants to whom Awards are granted in connection with written
offers of employment or engagement of services, respectively, with the
Company; provided that no Award granted to a prospective Employee or
Consultant may be exercised or purchased prior to the commencement of
employment or services with the
Company.
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a.
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Grant of
Options
. The Administrator may grant Options in such
amounts as it will determine from time to time. The
Administrator may grant NSOs, ISOs, or any combination of the
two. ISOs will be granted in accordance with Section 14.a. of
the Plan. NSOs granted to U.S. taxpayers will be granted in
accordance with Section 14.c. of the
Plan.
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b.
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Option Award
Agreement
. Each Option will be evidenced by an Award
Agreement that will specify the type of Option granted, the exercise
price, the number of Shares to which the Option pertains, vesting
conditions, the exercise period, restrictions on transferability, and any
other terms and conditions specified by the Administrator (which need not
be identical among Participants). If the Award Agreement does
not specify that the Option is to be treated as an ISO, the Option will be
a NSO.
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c.
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Exercise
Price
. The exercise price per share with respect to each
Option will be determined by the Administrator provided that the exercise
price per share cannot be less than the Fair Market Value of a Share on
the Grant Date.
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d.
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Exercisability
. An
Option may be exercised at such time as the Option vests. No
Option will be exercisable after the expiration of ten (10) years from the
Grant Date, provided that if an exercise would violate applicable
securities laws, the Option will be exercisable no more than thirty (30)
days after the exercise of the Option first would no longer violate
applicable securities laws. Subject to the terms of the Plan,
Options may be exercised at such times, and in such amount and subject to
such restrictions as will be determined by the Administrator, in its
discretion.
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e.
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Vesting
Conditions
. The Administrator shall establish and set
forth in the Award Agreement the times, installments or conditions upon
which the Options shall vest and become exercisable, which may include the
achievement of Company-wide, business unit, and individual goals
(including, but not limited to continued employment or
service).
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f.
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Modification of Option
Awards
. The Administrator may accelerate the
exercisability of any Option or a portion of any Option. The
Administrator may extend the period for exercise provided the exercise
period is not extended beyond the earlier of the original term of the
Option or ten (10) years from the original Grant
Date.
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g.
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Exercise of
Option
. An Option is exercised when the Company
receives: (1) notice of exercise (in such form as the Administrator
will specify from time to time) from the person entitled to exercise the
Option, and (2) full payment for the Shares with respect to which the
Option is exercised (together with all applicable withholding
taxes). An Option may not be exercised for a fraction of a
Share. Exercise of an Option in any manner shall result in a
decrease in the number of Shares thereafter available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised.
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h.
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Payment
. Full
payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Award Agreement and the Plan
(together with all applicable withholding taxes). Such
consideration may consist entirely
of:
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iii.
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to
the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of
2002, a promissory note;
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iv.
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other
Shares, provided the Shares have a Fair Market Value on the date
of exercise of the Option equal to the aggregate exercise price
for the Shares being purchased;
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v.
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to
the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of
2002, in accordance with any broker-assisted cashless exercise procedures
approved by the Company and as in effect from time to
time;
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vi.
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by
requesting the Company to withhold such number of Shares then issuable
upon exercise of the Option that have an aggregate Fair Market Value equal
to the exercise price for the Option being
exercised;
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vii.
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any
combination of the foregoing; or
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viii.
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such
other consideration and method of payment for the issuance of Shares to
the extent permitted by Applicable
Laws.
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i.
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Shares Issued Upon
Exercise
. The Company will issue (or cause to be issued)
Shares promptly after the Option is exercised. Shares issued
upon exercise of an Option will be issued in the name of the Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her
spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Shares,
notwithstanding the exercise of the Option. No adjustment will
be made for a dividend or other right for which the record date is prior
to the date the Shares are issued, except as provided in Section
12.
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j.
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Termination and
Forfeiture of Options
.
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i.
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Termination of
Relationship as a Service Provider
. If a Participant
ceases to be a Service Provider, such Participant may exercise his or her
Option within three (3) months of termination, or such other period of
time as specified in the Award Agreement, to the extent that the Option is
vested on the date of termination (but in no event later than the
expiration of the term of the Option as set forth in the Award
Agreement). Unless the Administrator provides otherwise, if on
the date of termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the
Participant does not exercise his or her Option within the time specified
by the Administrator, the Option shall terminate, and the Shares covered
by such Option shall revert to the
Plan.
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ii.
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Disability of
Participant
. If a Participant ceases to be a Service
Provider as a result of the Participant’s Disability, the Participant may
exercise his or her Option within twelve (12) months of termination, or
such longer period of time as specified in the Award Agreement, to the
extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the
Award Agreement). Unless the Administrator provides otherwise,
if on the date of termination the Participant is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan If, after termination, the
Participant does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
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iii.
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Death of Participant.
If
a Participant dies while a Service Provider, the Option may be exercised
within twelve (12) months following Participant’s death, or such longer
period of time as specified in the Award Agreement, to the extent that the
Option is vested on the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement)
by the Participant’s designated beneficiary, provided such beneficiary has
been designated prior to Participant’s death in a form acceptable to the
Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal
representative of the Participant’s estate or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance
with the laws of descent and distribution. If, at the time of
death, the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the
Plan.
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iv.
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Expiration of Option
Term
. Subject to the provisions of section 5.d, if the
Option is not exercised prior to the expiration of the term of such Option
as set forth in the Award Agreement, the Option shall terminate, and the
Shares covered by such Option shall revert to the
Plan.
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6.
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Stock Appreciation
Rights
.
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a.
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Grant of
SARs
. The Administrator may grant SARs in such amounts
as it will determine from time to time. SARs granted to U.S.
taxpayers will be granted in accordance with Section 14.c. of the
Plan.
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b.
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SAR Award
Agreement
. Each SAR will be evidenced by an Award
Agreement that will specify the exercise price, the number of Shares
underlying the SAR grant, vesting conditions, the exercise period,
restrictions on transferability, and such other terms and conditions
specified by the Administrator (which need not be identical among
Participants).
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c.
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Exercise
Price
. The exercise price per share with respect to each
SAR will be determined by the Administrator provided that the exercise
price per share cannot be less than the Fair Market Value of a Share on
the Grant Date.
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d.
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Exercisability
. A
SAR may be exercised at such time as the SAR vests. No SAR will
be exercisable after the expiration of ten (10) years from the Grant Date,
provided that if an exercise would violate applicable securities laws, the
SAR will be exercisable no more than thirty (30) days after the exercise
of the SAR first would no longer violate applicable securities
laws. Subject to the terms of the Plan, SARs may be exercised
at such times, and in such amount and subject to such restrictions as will
be determined by the Administrator, in its
discretion.
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e.
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Vesting
Conditions
. The Administrator shall establish and set
forth in the Award Agreement the times, installments or conditions upon
which the SARs shall vest and become exercisable, which may include the
achievement of Company-wide, business unit, and individual goals
(including, but not limited to continued employment or
service).
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f.
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Modification of SAR
Awards
. The Administrator may accelerate the
exercisability of any SAR or a portion of any SAR. The
Administrator may extend the period for exercise provided the exercise
period is not extended beyond the earlier of the original term of the SAR
or 10 years from the original Grant
Date.
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g.
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Exercise of
SAR
. Upon exercise of a vested SAR, a Participant will
be entitled to receive payment from the Company in an amount no greater
than (1) the difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times (2) the number of
Shares with respect to which the SAR is
exercised.
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h.
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Settlement
. An
Award Agreement may provide that the amount payable upon the exercise of a
SAR may consist of cash, Shares of equivalent value, or a combination
thereof.
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i.
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If
paid in Shares, the Company will issue (or cause to be issued) Shares
promptly after the SAR is exercised. Until the Shares are
issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder will exist with
respect to the Shares, notwithstanding the exercise of the
SAR. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued,
except as provided in Section 12.
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ii.
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If
paid in cash, the Company will pay the participant promptly after the SAR
is exercised but in no event later than the 15th day of the third month
following the end of the year in which the SAR is
exercised.
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i.
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Forfeiture of
SARs
. All unexercised SARs will be forfeited to the
Company in accordance with the terms and conditions set forth in the Award
Agreement and again will become available for grant under the
Plan.
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7.
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Restricted Stock and
Restricted Stock Units
.
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a.
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Grant
. The
Administrator may grant Restricted Stock or RSUs in such amounts and form
as it will determine from time to
time.
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b.
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Aw
ard
Agreement
. Each Award of Restricted Stock or RSUs will
be evidenced by an Award Agreement that will specify the number and form,
vesting conditions, the Period of Restriction, purchase price (if any),
method of payment, restrictions on transferability, repurchase rights, and
such other terms and conditions specified by the Administrator (which need
not be identical among
Participants).
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c.
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Vesting
Conditions
. The Administrator may impose vesting
conditions on awards of Restricted Stock or RSUs which may include the
achievement of Company-wide, business unit, and individual goals
(including, but not limited to continued employment or
service). Unless the Administrator determines otherwise,
Restricted Stock will be held in escrow by the Company until the
restrictions on such Shares have
lapsed.
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d.
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Modification of
Restricted Stock or RSUs
. The Administrator may
accelerate or waive the time at which vesting conditions and other
restrictions lapse and provide for a complete or partial exception to an
employment or service restriction.
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e.
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Rights During the
Restriction Period
. During the Period of Restriction,
Service Providers who have been granted Restricted Stock may exercise full
voting rights and will be entitled to receive all dividends and other
distributions paid with respect to those Shares, unless otherwise provided
in the Award Agreement. Any such dividends or distributions
paid in Shares will be subject to the same restrictions on transferability
and forfeitability as the Restricted Stock with respect to which they were
paid. Service Providers who have been granted RSU’s do not have
any voting rights with respect to those RSUs and are not entitled to
receive any dividends and other distributions paid with respect to those
RSUs. Restricted Stock and RSUs may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction.
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f.
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Removal of
Restrictions
. All restrictions imposed on Restricted
Stock and RSUs will lapse and the Period of Restriction will end upon the
satisfaction of the vesting conditions imposed by the Administrator at
which time:
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i.
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vested
Restricted Stock, if held in escrow, will be released from escrow as soon
as practicable after the last day of the Period of Restriction or at such
other time as the Administrator may determine, but in no event later than
the 15
th
day of the third month following the end of the year in which vesting
occurred, or
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ii.
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vested
RSUs will be paid in Shares at the time provided for in the Award
Agreement, but in no event later than the 15
th
day of the third month following the end of the year in which vesting
occurred.
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g.
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Forfeiture
. All
unvested Restricted Stock and RSUs for which restrictions have not lapsed
will be forfeited to the Company on the date set forth in the Award
Agreement.
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8.
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Other Share-Based
Awards
. The Administrator may grant Other Share-Based
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to Shares as may be deemed by the
Administrator to be consistent with the purposes of the
Plan. Other Share-Based Awards may include, without limitation,
(a) Shares awarded purely as a bonus and not subject to any
restrictions or conditions, (b) grants in lieu of cash compensation,
(c) other rights convertible or exchangeable into Shares, and
(d) awards valued by reference to the value of Shares or the value of
securities of or the performance of specified Subsidiaries. The
Administrator will have the authority to determine the time or times at
which Other Share-Based Awards will be granted, the number of Shares or
stock units and the like to be granted or covered pursuant to an Award,
and all other terms and conditions of an Award, including, but not limited
to, the vesting period (if any), purchase price (if any), and whether such
Awards will be payable or paid in cash, Shares or
otherwise. Each Other Share-Based Award will be evidenced by an
Award Agreement.
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9.
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Cash
Settlement
. The Administrator, in its sole discretion,
may choose to settle any Award, in whole or in part, granted under the
Plan in cash in lieu of Shares. The value of such Award on the
date of distribution will be determined in the same manner as the Fair
Market Value of Shares on the Grant Date of an
Option.
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10.
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Leaves of
Absence/Transfer Between Locations
. Unless the
Administrator provides otherwise or as required by Applicable Laws,
vesting of Awards will be suspended during any unpaid leave of absence. A
Service Provider will not cease to be a Service Provider in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company and any
Subsidiary.
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11.
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Transferability of
Awards
. An Award may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will
or by the laws of descent or distribution and Options and SARs may be
exercised, during the lifetime of the Participant, only by the Participant
or the Participant’s legal
representative.
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12.
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Adjustments;
Dissolution or Liquidation; Merger or Change in
Control
.
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a.
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Adjustments
. In
the event of a reorganization, recapitalization, stock split, stock
dividend, extraordinary cash dividend, combination of shares, merger,
consolidation, rights offering, spin off, split off, split up, or any
increase in the number of issued Shares of the Company resulting from an
issuance or offering, or other event identified by the Committee, the
Committee will equitably adjust (i) the number and kind of shares
authorized for issuance under the Plan, (ii) the number and kind of
shares subject to outstanding Awards, and (iii) the exercise price of
Options and SARs, in order to prevent diminution or enlargement of the
benefits or potential benefits intended to be made available under the
Plan.
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b.
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Dissolution or
Liquidation
. In the event of the dissolution or
liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such
transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the dissolution or
liquidation.
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c.
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Change in
Control
. In the event of a Change in Control, any or all
outstanding Awards may be assumed by the successor corporation, which
assumption shall be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards (after taking into
account the existing provisions of the Awards). The successor corporation
may also issue, in place of outstanding Shares of the Company held by the
Participants, substantially similar shares or other property subject to
vesting requirements and repurchase restrictions no less favorable to the
Participants than those in effect prior to the Change in
Control.
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In the
event that the successor corporation does not agree to assume or provide a
substitute for the Award, unless the Administrator provides otherwise, the
Participants will fully vest in and have the right to exercise all of their
outstanding Options, including Shares as to which such Awards would not
otherwise be vested or exercisable, and all restrictions on Restricted Stock and
Restricted Stock Units will lapse. The Administrator will notify the
Participants in writing or electronically that the Option or SAR will be
exercisable for a period of time prior to the Change in Control determined by
the Administrator in its sole discretion, and the Option or SAR will terminate
upon the expiration of such period.
For the
purposes of this section, an Award will be considered assumed if, following the
Change in Control, the Award confers the right to purchase or receive, for each
Share subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) received in
the merger or Change in Control by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Shares); provided, however, that if such consideration
received in the Change in Control is not solely common stock of the successor
corporation or its parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon
the exercise of an Option or SAR or upon the payout of a Restricted
Stock Unit, for each Share subject to such Award (or in the case of Restricted
Stock Units, the number of implied shares determined by dividing the value of
the Restricted Stock Units by the per share consideration received by holders of
Common Stock in the Change in Control), to be solely common stock of the
successor corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in
Control.
Notwithstanding
anything in this section to the contrary, an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be
considered assumed if the Company or its successor modifies any of such
performance goals without the Participant’s consent; provided, however, a
modification to such performance goals only to reflect the successor
corporation's post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.
|
|
a.
|
Withholding
Requirements
. The Company may require the Participant to
pay to the Company the amount of any taxes that the Company is required by
applicable federal, state, local, foreign law or other Applicable Laws to
withhold with respect to the grant, vesting or exercise of an Award;
provided, however, that the Company will not withhold any amounts in
excess of the Participant’s minimum statutory withholding requirements
(“tax withholding obligations”). The Company shall not be
required to issue any shares of Common Stock under the Plan until such tax
withholding obligations are
satisfied.
|
|
|
b.
|
Withholding
Arrangements
. The Administrator may permit or require a
Participant to satisfy all or part of his or her tax withholding
obligations by (i) paying cash to the Company, (ii) having the
Company withhold an amount from any cash amounts otherwise due or to
become due from the Company to the Participant, (iii) having the
Company withhold a number of shares of Common Stock that would otherwise
be issued to the Participant (or become vested in the case of Restricted
Stock) having a Fair Market Value equal to the tax withholding
obligations, or (iv) surrendering a number of shares of Common Stock
the Participant already owns having a value equal to the tax withholding
obligations. The Fair Market Value of the Shares to be withheld
or delivered will be determined as of the date that the taxes are required
to be withheld.
|
|
14.
|
Provisions Applicable
In the Event the Company or the Service Provider is Subject to U.S.
Taxation
.
|
|
|
a.
|
Grant of Incentive
Stock Options
. The Administrator may grant ISOs to Employees that
may be subject to U.S. taxation. Section 5 of this Plan and the
following terms apply to all grants that are intended to qualify as ISO
Awards:
|
|
|
i.
|
Maximum
Amount
. Subject to adjustment as provided in Section 12,
to the extent consistent with Code section 422, not more than an aggregate
of one million (1,000,000) Shares may be issued pursuant to the exercise
of ISOs granted under the Plan.
|
|
|
ii.
|
Eligibility
. Only
Employees of the Company or an Affiliate will be eligible for the grant of
ISOs.
|
|
|
iii.
|
Continuous
Employment
. The Optionee must remain in the continuous
employ of the Company or the Affiliate from the ISO Grant Date to the date
that is three months prior to exercise. Service will be treated
as continuous during a leave of absence approved by the Employer that does
not exceed three (3) months. A leave of absence approved by the
Employer may exceed three (3) months if reemployment upon expiration of
such leave is guaranteed by statute or contract. An Option
exercised more than three (3) months after termination of employment will
be treated as a NSO.
|
|
|
(1)
|
The
Administrator will designate Options granted as ISOs in the Award
Agreement.
|
|
|
(2)
|
The
Award Agreement will specify the term of the ISO. The term will
not exceed ten (10) years from the Grant Date or five (5) years from the
Grant Date for Ten Percent Owners.
|
|
|
(3)
|
The
Award Agreement will specify an exercise price of not less than the Fair
Market Value per Share on the Grant Date or, for Ten Percent Owners, one
hundred ten percent (110%) of the Fair Market Value per Share on the Grant
Date.
|
|
|
v.
|
Limitation on
ISOs
. To the extent that the aggregate Fair Market Value
of the Shares with respect to which ISOs are exercisable for the first
time by the Optionee during any calendar year (under all plans of the
Company or any Affiliate) exceeds one hundred thousand dollars ($100,000),
Options will not qualify as ISOs and will be treated as
NSOs. For purposes of this section, ISOs will be taken into
account in the order in which they were granted. The Fair
Market Value of the Shares will be determined as of the Grant
Date.
|
|
|
vi.
|
Notice Required Upon
Disqualifying Dispositions
. The Optionee must notify the
Company in writing within thirty (30) days after any disposition of Shares
acquired pursuant to the exercise of an ISO within two years from the
Grant Date or one year from the exercise date. The Optionee
must also provide the Company with all information that the Company
reasonably requests in connection with determining the amount and
character of Optionee’s income, the Company’s deduction, and the Company’s
obligation to withhold taxes or other amounts incurred by reason of a
disqualifying disposition.
|
|
|
b.
|
Performance-Based
Compensation
. The Administrator may impose the following
conditions on any Award under this Plan to any Service
Provider:
|
|
|
i.
|
Outside
Directors
. Awards that the Administrator intends to
qualify as “performance-based compensation” must be (1) granted by a
committee of the Board comprised solely of two or more “outside directors”
within the meaning of Code section 162(m) and (2) administered in a manner
that will enable such Awards to qualify as “performance-based
compensation” within the meaning of Code section
162(m).
|
|
|
ii.
|
Maximum
Amount
. In any calendar year, no eligible Employee may
receive (1) with respect to Awards denominated in Shares, Awards
covering more than five hundred thousand 500,000 Shares (adjusted in
accordance with Section 12), or (2) with respect to Awards
denominated in cash, Awards with a Fair Market Value exceeding that of
five hundred thousand (500,000) Shares determined as of the Grant
Date.
|
|
|
iii.
|
Performance
Criteria.
The performance goal applicable to any Award
(other than an Option or SAR) that is intended to qualify as
performance-based compensation must be established in writing prior to the
beginning of the Performance Period or at a later time as permitted by
Code section 162(m) and may be based on any one or more of the following
performance measures that apply to the individual, a business unit, or the
Company as a whole:
|
|
|
(2)
|
net
income measures (including but not limited to income after capital costs
and income before or after
taxes);
|
|
|
(3)
|
stock
price measures (including but not limited to growth measures and total
stockholder return);
|
|
|
(5)
|
earnings
per Share (actual or targeted
growth);
|
|
|
(6)
|
earnings
before interest, taxes, depreciation, and amortization
(“EBITDA”);
|
|
|
(7)
|
cash
flow measures (including but not limited to net cash flow and net cash
flow before financing activities);
|
|
|
(8)
|
return
measures (including but not limited to return on equity, return on average
assets, return on capital, risk-adjusted return on capital, return on
investors’ capital and return on average
equity);
|
|
|
(9)
|
operating
measures (including operating income, funds from operations, cash from
operations, after-tax operating income, sales volumes, production volumes,
and production efficiency);
|
|
|
(10)
|
expense
measures (including but not limited to overhead cost and general and
administrative expense);
|
|
|
(13)
|
total
stockholder return;
|
|
|
(14)
|
proceeds
from dispositions;
|
|
|
(16)
|
total
market value; and
|
|
|
(17)
|
corporate
values measures (including but not limited to ethics compliance,
environmental, and safety).
|
|
|
iv.
|
The
terms of the performance goal applicable to any Award that is intended to
qualify as performance-based compensation must preclude discretion to
increase the amount of compensation that would otherwise be due upon
attainment of the goal.
|
|
|
v.
|
Following
the completion of the Performance Period, the outside directors described
in Section 14.b.i. above must certify in writing whether the applicable
performance goals have been achieved for such Performance
Period. In determining the amount earned, the Administrator
will have the right to reduce (but not increase) the amount payable at a
given level of performance to take into account additional factors that
the Administrator may deem relevant to the assessment of individual or
corporate performance for the Performance
Period.
|
|
|
c.
|
Stock Options and
SARs
.
|
|
|
i.
|
Eligibility. Section
5 of this Plan and the following terms apply to all grants of NSOs and
SARs to Service Providers that are subject to U.S.
taxation.
|
|
|
(1)
|
The
Administrator may not modify or amend the Options or SARs to the extent
that the modification or amendment adds a feature allowing for additional
deferral within the meaning of Code section 409A,
and
|
|
|
(2)
|
any
adjustment pursuant to Section 12 will be done in a manner consistent with
Code section 409A and Treasury Regulations section 1.409A-1
et
seq
.
|
|
|
(3)
|
The
Company intends that no payments under this Plan will be subject to the
tax imposed by Code section 409A. The Administrator will
interpret and administer the Plan in a manner that avoids the imposition
of any increase in tax under Code section 409A(a)(1)(B), and any
ambiguities herein will be interpreted to satisfy the requirements of Code
section 409A or any exemption
thereto.
|
|
15.
|
No Effect on
Employment or Service
. Neither the Plan nor any Award
will confer upon any Participant any right with respect to continuing the
Participant’s relationship as a Service Provider with the Company or any
Affiliate, nor will either interfere in any way with the Participant’s
right or the Company’s or Affiliate’s right to terminate such relationship
at any time, with or without cause, to the extent permitted by Applicable
Laws.
|
|
16.
|
Effective
Date
. The Plan’s effective date is the date on which it
is adopted by the Board, so long as it is approved by the Company’s
stockholders at any time within 12 months of such
adoption. Upon approval of the Plan by the stockholders of the
Company, all Awards issued pursuant to the Plan on or after the Effective
Date will be fully effective as if the stockholders of the Company had
approved the Plan on the Effective Date. If the stockholders
fail to approve the Plan within one year before or after the Effective
Date, any Awards granted hereunder prior to stockholder approval will be
null and void and of no effect.
|
|
17.
|
Term of
Plan
. The Plan will terminate 10 years following the
earlier of (i) the date it was adopted by the Board or (ii) the
date it became effective upon approval by stockholders of the Company,
unless sooner terminated by the Board pursuant to
Section 18.
|
|
18.
|
Amendment and
Termination of the Plan
.
|
|
|
a.
|
Amendment and
Termination
. The Board may at any time amend, alter,
suspend or terminate the Plan.
|
|
|
b.
|
Stockholder
Approval
. The Company will obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.
|
|
|
c.
|
Effect of Amendment or
Termination
. No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Participant, unless
mutually agreed in writing and signed by the Participant and the
Company. Termination of the Plan will not affect the
Administrator's ability to exercise its powers with respect to Awards
granted under the Plan prior to the Plan termination
date. After the Plan is terminated, no future Awards may be
granted, but Awards previously granted shall remain outstanding in
accordance with their applicable terms and conditions and the Plan’s terms
and conditions.
|
|
19.
|
Conditions Upon
Issuance of Shares
.
|
|
|
a.
|
Legal
Compliance
. The Administrator may delay or suspend the
issuance and delivery of Shares, suspend the exercise of Options or SARs,
or suspend the Plan as necessary to comply with Applicable
Laws. Shares will not be issued pursuant to the exercise of an
Award unless the exercise of such Award and the issuance and delivery of
such Shares will comply with Applicable Laws and will be further subject
to the approval of counsel for the Company with respect to such
compliance.
|
|
|
b.
|
Investment
Representations
. The Company shall be under no
obligation to any Participant to register for offering or resale or to
qualify for exemption under the Securities Act, or to register or qualify
under the laws of any state or foreign jurisdiction, any shares of Common
Stock, security or interest in a security paid or issued under, or created
by, the Plan, or to continue in effect any such registrations or
qualifications if made. As a condition to the exercise of an
Award or the issuance of Shares, the Company may require the individual
exercising such Award or receiving Shares to represent and warrant that
the Shares are being purchased only for investment and without any present
intention to sell or distribute such
Shares.
|
|
|
c.
|
Certificates
. To
the extent the Plan or any instrument evidencing an Award provides for
issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any
stock exchange.
|
|
20.
|
Inability to Obtain
Authority
. If the Company is unable to obtain required
authority from any regulatory body in order to lawfully issue or sell
Shares pursuant to this Plan, all rights with respect to such Shares will
be void and the Company will have no liability with respect to the failure
to issue or sell such Shares.
|
|
21.
|
Repricing Prohibited;
Exchange and Buyout of Awards
. The repricing of Options
or SARs is prohibited without prior stockholder approval. The
Administrator may authorize the Company, with prior stockholder approval
and the consent of the respective Participants, to issue new Option or SAR
Awards in exchange for the surrender and cancellation of any or all
outstanding Awards. The Administrator may repurchase Options
with payment in cash, Shares or other consideration at any time pursuant
to terms that are mutually agreeable to the Company and the
Participant.
|
|
22.
|
Governing
Law
. The Plan, any Award Agreement, and documents
evidencing Awards or rights relating to Awards will be construed,
administered, and governed in all respects under and by the laws of the
State of Nevada, without giving effect to its conflicts or choice of law
principles.
|
|
23.
|
Definitions
. The
following definitions apply to capitalized terms in the
Plan:
|
“
Administrator
” means
the Board or Committee that administers the Plan pursuant to Section
3.
“
Affiliate
” means any
“parent corporation” or “subsidiary corporation,” as such terms are defined in
Code sections 424(e) and 424(f).
“
Applicable Laws
”
means the requirements relating to the administration of equity-based awards
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Shares are listed or
quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.
“
Award
” means an
Option, a SAR, a share of Restricted Stock, a RSU, or an Other Share-Based Award
granted pursuant to the terms of the Plan.
“
Award Agreement
”
means the written agreement governing Plan Awards. The Award
Agreement is subject to the terms and conditions of the Plan.
“
Board
” means the
Board of Directors of the Company.
“
Change in Control
”
means the occurrence of any of the following events:
(i) Any
“person” (as such term is used in sections13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities; provided however, that for purposes of this
subsection, (A) any acquisition of securities directly from the Company shall
not constitute a Change in Control and (B) any change in the beneficial
ownership of the securities of the Company as a result of a private financing of
the Company that is approved by the Board shall not constitute a Change in
Control;
(ii) The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets;
(iii) A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or
(iv) The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.
For the
avoidance of doubt, a transaction shall not constitute a Change in Control if:
(i) its sole purpose is to change the state of the Company’s incorporation or
the Company’s name, or (ii) its sole purpose is to create a holding company that
shall be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction.
“
Code
” means the
Internal Revenue Code of 1986, as amended. Any reference in the Plan
to a section of the Code will be a reference to any successor or amended section
of the Code.
“
Committee
” means the
compensation committee, if any, or such similar or successor Committee appointed
by the Board. If the Board has not appointed a Committee, the Board
will function in the place of the Committee.
“
Company
” means
SmartHeat Inc., a Nevada corporation, or its successor.
“
Consultant
” means any
person, including an advisor, if: (1) the consultant or adviser is a natural
person; (2) the consultant or adviser renders
bona fide
services to the
Company or any Subsidiary; and (3) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities.
“
Director
” means a
member of the Board.
“
Disability
” generally
means total and permanent disability as determined by the Administrator in its
discretion in accordance with uniform and non-discriminatory standards adopted
by the Administrator from time to time, but “
Disability
,” for
purposes of an ISO, means total and permanent disability as defined in Code
section 22(e)(3).
“
Employee
” means any
person employed by the Company or any Subsidiary of the Company. Neither service
as a Director nor payment of a director’s fee by the Company will be sufficient
to constitute “employment.”
“
Employer
” means the
entity that employs the Employee.
“
Exchange Act
” means
the Securities Exchange Act of 1934, as amended.
“
Fair Market Value
”
means, as of any date, the value of Shares determined as
follows:
(i) If
the Shares are listed on any established stock exchange or a national market
system, including without limitation any division or subdivision of the NASDAQ
Stock Market, its Fair Market Value will be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system on the day of determination, as reported in
The Wall Street Journal
or
such other source as the Administrator deems reliable; or
(ii) If
the Shares are regularly quoted by a recognized securities dealer but selling
prices are not reported, including without limitation quotation through the
Over-The-Counter Bulletin Board quotation service administered by the Financial
Industry Regulatory Authority, the Fair Market Value of a Share will be the mean
between the high bid and low asked prices for the Shares on the day of
determination, as reported in
The Wall Street Journal
or
such other source as the Administrator deems reliable; or
(iii) In
the absence of an established market for the Shares, the Fair Market Value will
be determined in good faith by the Administrator, and to the extent Section 14
applies (a) with respect to ISOs, the Fair Market Value will be determined in a
manner consistent with Code section 422 or (b) with respect to NSOs or SARs, the
Fair Market Value will be determined in a manner consistent with Code section
409A.
“
Fiscal Year
” means
the fiscal year of the Company.
“
Grant Date
” means the
date on which the Administrator grants an Award, or such other later date as is
determined by the Administrator, provided that the Administrator cannot grant an
Award prior to the date the material terms of the Award are
established. The Administrator may not grant an Award with a Grant
Date that is effective prior to the date the Administrator takes action to
approve such Award.
“
Incentive Stock
Option
” or “
ISO
” means an Option
intended to qualify as an incentive stock option within the meaning of Code
section 422 and its regulations.
“
Nonstatutory Stock
Option
” or “
NSO
” means an Option
that by is not intended to qualify as an ISO.
“
Officer
” means a
person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and its rules and regulations.
“
Option
” means a stock
option granted pursuant to the Plan.
“
Optionee
” means the
holder of an Option granted pursuant to the Plan.
“
Other Share-Based
Awards
” will mean awards of Shares or other rights in accordance with
Section 8.
“
Participant
” means
the holder of an Award granted pursuant to the Plan.
“
Performance Period
”
means one or more time periods, which may be of varying and overlapping
durations, over which the attainment of the performance goals or other vesting
conditions will be measured for the purpose of determining a Participant’s right
to payment.
“
Period of
Restriction
” means the period during which Restricted Stock and
RSUs are subject to forfeiture or restrictions on transfer pursuant
to Section 7.
“
Plan
” means this 2010
Equity Incentive Plan.
“
Related Entity
” means
the corporation or other entity, other than the Company, to which the Service
Provider provides services on the Grant Date, and any corporation or other
entity, other than the Company, in an unbroken chain of corporations or other
entities beginning with the Company in which each corporation or other entity
has a controlling interest in another corporation or other entity in the chain,
and ending with the corporation or other entity that has a controlling
interest in the corporation or other entity to which the Service Provider
provides services on the Grant Date. For a corporation, a controlling
interest means ownership of stock possessing at least fifty (50%) percent of
total combined voting power of all classes of stock, or at least fifty
(50%) percent of the total value of all classes of stock. For a
partnership or limited liability company, a controlling interest means ownership
of at least fifty (50%) percent of the profits interest or capital interest of
the entity. In determining ownership, the rules of Treasury
Regulation sections 1.414(c)-3 and 1.414(c)-4 apply.
“
Restricted Stock
”
means Shares awarded to a Participant that are subject to forfeiture and
restrictions on transferability in accordance with Section 7.
“
Restricted Stock
Unit
” or “
RSU
” means the right
to receive one Share at the end of a specified period of time that is subject to
forfeiture in accordance with Section 7 of the Plan.
“
Rule 16b-3
” means
Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3.
“
Section 16(b)
” means
Section 16(b) of the Exchange Act.
“
Service Provider
”
means an Employee, Director or Consultant.
“
Share
” means a share
of Company common stock, as adjusted in accordance with Section 12.
“
Stock Appreciation
Right
” or “
SAR
” means the right
to receive payment from the Company in an amount no greater than the excess of
the Fair Market Value of a Share at the date the SAR is exercised over a
specified price fixed by the Administrator in the Award Agreement that is not
less than the Fair Market Value of a Share on the Grant Date.
“
Subsidiary
” means a
“subsidiary corporation” as defined in Code section 424(f).
“
Ten Percent Owner
”
means any Service Provider who is, on the Grant Date of an ISO, the owner of
more than 10% of the total combined voting power of all classes of stock of the
Company or any Affiliate (determined with application of ownership attribution
rules of Code section 424(d)).
Adopted
by the Board of Directors on April 9, 2010.
ANNUAL
MEETING OF STOCKHOLDERS OF SMARTHEAT INC.
TO
BE HELD ON MAY 25, 2010 (China time)
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
ALL OF THE PROPOSALS
The
undersigned stockholder of SmartHeat Inc. a Nevada corporation (the “Company”),
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement, dated April 16, 2010, and hereby constitutes and appoints Jun Wang
and Zhijuan Guo, or either of them acting singly in the absence of the other,
with full power of substitution in either of them, the proxies of the
undersigned to vote with the same force and effect as the undersigned all shares
of the Company’s Common Stock which the undersigned is entitled to vote at the
2010 Annual Meeting of Stockholders to be held on May 25, 2010, and at any
adjournment or postponement thereof, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said proxies may do or
cause to be done by virtue thereof with respect to the following
matters:
The
undersigned hereby instructs said proxies or their substitutes to:
|
1.
|
Elect
as Directors the nominees listed below:
o
|
|
|
|
|
|
(1)
|
Jun
Wang
|
(4)
Arnold Staloff
|
|
|
(2)
|
Weiguo
Wang
|
(5)
Xin Li
|
|
|
(3)
|
Wenbin
Lin
|
|
|
|
|
|
|
Withhold
authority for the
following:
|
|
|
o
|
Jun
Wang
|
o
|
Arnold
Staloff
|
|
|
o
|
Weiguo
Wang
|
o
|
Xin
Li
|
|
|
o
|
Wenbin
Lin
|
|
|
2.
|
Approve
the ratification of Goldman Parks Kurland Mohidin, LLP as the Company’s
independent registered public accounting firm for fiscal year
2010.
|
|
FOR
¨
|
AGAINST
¨
|
ABSTAIN
¨
|
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3.
|
Approve
the adoption of the Company’s 2010 Equity Incentive
Plan.
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FOR
¨
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AGAINST
¨
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ABSTAIN
¨
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Note: The
proxies are authorized to vote in accordance with their judgment on any matters
other than those referred to herein that are properly presented for
consideration and action at the Annual Meeting.
PLEASE
MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE ENVELOPE
PROVIDED.
Please
sign exactly as you name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.
If the
envelope provided with these proxy materials is lost, please return this proxy
card to Corporate Secretary of the Company, SmartHeat Inc., A-1, 10, Street
7, Shenyang Economic and Technological Development Zone, Shenyang,
China 110027.
Smartheat Inc. (MM) (NASDAQ:HEAT)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Smartheat Inc. (MM) (NASDAQ:HEAT)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
