UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed
by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a–12
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Yangtze
River Port and Logistics Limited
(Name of Registrant as Specified in Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a–6(i)(1) and 0–11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0–11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0–11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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YANGTZE RIVER PORT AND LOGISTICS
LIMITED
41 John Street, Suite 2A
New York, NY 10038
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 3, 2018
Dear Stockholder:
You are cordially invited
to attend the 2018 Annual Meeting of Stockholders of Yangtze River Port and Logistics Limited, a Nevada corporation, to be held
at Wanda Global International Center, Songzhu Road, K6-4, Room 1408, Wuchang District, Wuhan City, Hubei Province, P.R. China on
December 3, 2018, at 9:00 a.m. local time.
The attached Notice
of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the annual meeting. Our
directors, officers, and representatives of our independent registered public accounting firm will be present to respond to appropriate
questions from stockholders.
Please mark, date, sign
and return your proxy card in the enclosed envelope by following the instructions on the proxy card at your earliest convenience.
This will ensure that your shares will be represented and voted at the meeting, even if you do not attend. If you attend the meeting,
you may revoke your proxy and personally cast your vote. Attendance at the meeting does not of itself revoke your proxy.
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Sincerely,
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/s/ Xiangyao Liu
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Xiangyao Liu
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Chief Executive Officer and
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Chairman of the Board of Directors
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YANGTZE RIVER PORT AND LOGISTICS
LIMITED
41 John Street, Suite 2A
New York, NY 10038
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 3, 2018
NOTICE HEREBY IS GIVEN
that the 2018 Annual Meeting of Stockholders of Yangtze River Port and Logistics Limited, a Nevada corporation, will be held at
Wanda Global International Center, Songzhu Road, K6-4, Room 1408, Wuchang District, Wuhan City, Hubei Province, P.R. China, on
December 3, 2018, at 9:00 a.m. local time, to consider and act upon the following:
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1.
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To elect eleven (11) directors, each to serve until the 2019 Annual Meeting of Stockholders;
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2.
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To ratify the appointment of Centurion ZD CPA Ltd. as our independent registered public accounting
firm for the fiscal year ending December 31, 2018;
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3.
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To consider and conduct a non-binding advisory vote on a proposal to approve the Company’s
executive compensation;
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4.
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To consider and conduct a non-binding advisory vote on a proposal regarding the frequency of advisory
votes on executive compensation; and
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5.
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To transact such other business as properly may come before the annual meeting or any adjournments
thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the annual
meeting.
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The foregoing items
of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only stockholders
of record of our common stock, no par value per share, at the close of business on November 12, 2018, will be entitled to notice
of, and to vote at, the Annual Meeting of Stockholders or any adjournment thereof.
All stockholders are
cordially invited to attend the Annual Meeting of Stockholders in person. Your vote is important regardless of the number of shares
you own. Only record or beneficial owners of Yangtze River Port and Logistics Limited common stock as of the Record Date may attend
the Annual Meeting in person. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s
license. Beneficial owners also must provide evidence of stockholdings as of the Record Date, such as a recent brokerage account
or bank statement.
Whether or not you expect
to attend the Annual Meeting of Stockholders, please complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid
envelope in order to ensure representation of your shares. It will help in our preparations for the meeting if you would check
the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in accordance with the procedures
set forth in the Proxy Statement.
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By Order of the Board of Directors
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/s/ Xiangyao Liu
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Chief Executive Officer and
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Chairman of the Board of Directors
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New York, NY, U.S.A.
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November 13, 2018
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YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND
THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
TABLE OF CONTENTS
PROXY STATEMENT FOR SHAREHOLDER
MEETING OF STOCKHOLDERS
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1
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General Information About the Proxy Statement and Annual Meeting
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1
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Voting Procedures and Vote Required
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2
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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3
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ELECTION OF DIRECTORS (Proposal No. 1)
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4
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CORPORATE GOVERNANCE
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9
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Board of Directors
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9
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Director Independence
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9
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Board Meetings and Attendance
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9
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Annual Meeting Attendance
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9
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Stockholder Communications with the Board
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9
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Board Committees
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10
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Family Relationships
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12
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Involvement in Certain Legal Proceedings
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12
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Compliance with Section 16(a) of the Exchange Act
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Code of Ethics
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13
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DIRECTOR COMPENSATION FOR FISCAL 2017
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14
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EXECUTIVE COMPENSATION
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15
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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16
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 2)
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17
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ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 3)
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Advisory Vote on Frequency of ADVISORY VOTES ON Executive compensation
(Proposal No. 4)
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AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND HOUSEHOLDING
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19
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OTHER BUSINESS
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19
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ADDITIONAL INFORMATION
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20
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YANGTZE RIVER PORT AND LOGISTICS
LIMITED
41 John Street, Suite 2A
New York, NY 10038
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 3, 2018
GENERAL INFORMATION ABOUT THE PROXY
STATEMENT AND ANNUAL MEETING
General
This Proxy Statement
is being furnished to the shareholders of Yangtze River Port and Logistics Limited (together with its subsidiaries, “Company”,
“Yangtze”, “we”, “us” or “our”) in connection with the solicitation of proxies
by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders
to be held at 9:00 A.M. local time at Wanda Global International Center, Songzhu Road, K6-4, Room 1408, Wuchang District, Wuhan
City, Hubei Province, P.R. China, and at any and all adjournments or postponements thereof (the “Annual Meeting”) for
the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting
instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals
described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy will be first
mailed to the Company’s shareholders on or before November 15, 2018.
The Company will solicit
shareholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries,
to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable,
out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally
or by telephone, without additional compensation.
Voting Securities
Only shareholders of
record as of the close of business on November 12, 2018 (the “Record Date”) will be entitled to vote at the Annual
Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 172,532,565 shares of common
stock of the Company, issued and outstanding and entitled to vote representing approximately 47 holders of record. Shareholders
may vote in person or by proxy. Each holder of shares of common stock is entitled to one vote for each share of stock held on the
proposals presented in this Proxy Statement. The Company’s bylaws provide that a majority of all the shares of stock entitled
to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual
Meeting. The enclosed Proxy reflects the number of shares that you are entitled to vote. No share of our common stock affords any
cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of
directors can elect all directors to be elected if they choose to do so.
Voting of Proxies
All valid proxies received
prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend
the Annual Meeting. To vote by proxy, you must fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid
envelope. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote in
person. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed
in your favor, from the holder of record to be able to vote at the Annual Meeting.
Revocability of Proxies
All Proxies which are
properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of
the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her Proxy at any time
before it is voted either by filing with the Secretary of the Company, at its principal executive offices located at 41 John Street,
Suite 2A, New York, NY 10038 a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Annual
Meeting and voting in person.
Voting Procedures and Vote Required
The presence, in person
or by proxy, of at least a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting
is necessary to establish a quorum for the transaction of business. Shares represented by proxies which contain an abstention,
as well as “broker non-vote” shares (described below) are counted as present for purposes of determining the presence
or absence of a quorum for the Annual Meeting.
All properly executed
proxies delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting as specified in such proxies.
Vote Required for
Election of Directors (Proposal No. 1).
The Board will be elected by a plurality of the voting power of the Common Stock
represented in person or by proxy and entitled to vote at the Annual Meeting. Each stockholder is entitled to vote in favor or
withhold his, her or its vote with respect to each individual nominee or all nominees. Votes that are withheld will have no effect
on the outcome of the election of directors.
Vote Required for
Ratification of Auditors (Proposal No. 2).
Nevada Law and Our Bylaws provide that, on all matters (other than the election
of directors and except to the extent otherwise required by our Certificate of Incorporation, as amended), the affirmative vote
of a majority of the shares present, in person or by proxy, and voting on the matter, will be required for approval. Accordingly,
the affirmative vote of a majority of the shares present at the Annual Meeting, in person or by proxy, and voting on the matter,
will be required to ratify the Board’s selection of Centurion ZD CPA Ltd. as our independent auditors for the fiscal year
ending December 31, 2018.
Vote Required for
the Advisory Resolution on Executive Compensation Proposal (Proposal No. 3)
. This Proposal is non-binding on the Company
and our Board of Directors.
Vote Required for
the Advisory Resolution on the Frequency of the Stockholders’ Say on Pay Proposal (Proposal No. 4)
. This Proposal
with respect to the frequency for submission of a resolution to the shareholders soliciting support for the Company’s named
executive officer compensation policies and programs is non-binding on the Company and our Board of Directors.
If you hold shares beneficially
in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.”
Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the
beneficial owner and instructions are not given. Brokers that have not received voting instructions from their clients cannot vote
on their clients’ behalf on “non-routine” proposals. Broker non-votes are not counted for the purposes of obtaining
a quorum for the Annual Meeting, and, in tabulating the voting result for any particular proposal, shares that constitute broker
non-votes are not considered entitled to vote. The vote on Proposals 1, 3, and 4, are considered “non-routine” and
the vote on Proposal 2 is considered “routine”. Abstentions are counted as “shares present” at the Annual
Meeting for purposes of determining the presence of a quorum but are not counted in the calculation of the vote.
Votes at the meeting
will be tabulated by one or more inspectors of election appointed by the Chief Executive Officer.
Stockholders will not
be entitled to dissenter’s rights with respect to any matter to be considered at the Annual Meeting.
Shareholders List
For a period of at least
ten days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available
at the principal executive offices of the Company located at 41 John Street, Suite 2A, New York, NY 10038 so that shareholders
of record may inspect the list only for proper purposes.
Expenses of Solicitation
The Company will pay
the cost of preparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation, including certain
expenses of brokers and nominees who mail proxy material to their customers or principals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth, as of November 12, 2018, information regarding beneficial ownership of our capital stock by:
Each person, or group
of affiliated persons, known by us to beneficially own more than 5% of our common stock;
Each of our
named executive officers;
Each of our
directors; and
All of our
current executive officers and directors as a group.
Beneficial ownership
is determined according to the rules of the Securities and Exchange Commission (the “SEC’) and generally means that
a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security,
including options that are currently exercisable or exercisable within sixty (60) days of November 12, 2018. Except as indicated
by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole
voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property
laws where applicable.
Common stock subject
to stock options currently exercisable or exercisable within sixty (60) days of November 12, 2018, are deemed to be outstanding
for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the
holder is a member but are not deemed outstanding for computing the percentage of any other person.
Unless otherwise indicated,
the address of each beneficial owner listed in the table below is c/o Yangtze River Port and Logistics Limited, 41 John St., Suite
2A, New York, NY 10038.
Name of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Percent of Common Stock
(1)
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Xiangyao Liu, CEO,
President, Chief Executive Officer, and Chairman of the Board
(2)
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91,240,000
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52.88
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%
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James Stuart Coleman,
Executive Director
(3)
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4,060,000
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2.35
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%
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Tze-Kit Chan
, Chief Financial Officer
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0
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0
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%
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Yanliang Wu,
Executive Director
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0
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0
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%
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Yu Zong,
Executive Director
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0
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0
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%
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Harvey Leibowitz,
Independent Director
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0
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0
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%
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Zhixue Liu,
Independent Director
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0
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0
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%
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Tongmin Wang,
Independent Director
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0
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0
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%
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Daniel W. Heffernan,
Independent Director
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0
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0
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%
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Adam S. Goldberg,
Independent Director
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0
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0
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%
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Zhihong Su,
Independent Director
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0
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0
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%
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Zhanhuai Cheng,
Executive Director
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0
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0
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%
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All directors and executive officers as a group (12 person)
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95,370,000
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55.28
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%
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5% Shareholders:
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Jasper Lake Holdings Limited
(2)
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91,240,000
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52.88
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%
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Crestlake Holdings Limited
(4)
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16,600,000
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9.62
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%
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Fortunate Drift Limited
(5)
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15,460,000
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9.00
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%
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Majestic Symbol Limited
(6)
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16,600,000
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9.62
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%
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Zhimin Chen
(7)
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15,521,248
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9.00
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%
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(1)
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Based on
172,532,565 shares of Common Stock outstanding as of the November 12, 2018.
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(2)
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Mr. Liu
has investing and dispositive power of shares beneficially owned by Jasper Lake Holdings Limited.
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(3)
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Mr. Coleman
owns all of the membership interest of Best Future Investment LLC., which owns 4,060,000 shares of the Company’s common
stock. Mr. Coleman may be deemed to be the beneficial owner of the shares of our common stock held by Best Future Investment LLC.
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(4)
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Yinlian
Zhu has investing and dispositive power of shares beneficially owned by Crestlake Holdings Limited.
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(5)
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Jielin He has investing and dispositive power of shares beneficially owned by Fortunate
Drift Limited.
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(6)
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Long Zhao
has investing and dispositive power of shares beneficially owned by Majestic Symbol Limited.
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(7)
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Including
13,775,298 shares through Prolific Lion Limited and 1,745,950 shares through Valiant Power Limited where Mr. Chen has investing
and dispositive power.
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PROPOSAL 1 — ELECTION OF DIRECTORS
The Company’s
Board of Directors currently consists of eleven authorized directors. A total of eleven directors will be elected at the Annual
Meeting to serve until the next annual shareholder meeting. The persons named as “Proxies” in the enclosed Proxy will
vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholders returning such
proxies. If no choice has been specified by a shareholder, the shares will be voted FOR the nominees. If at the time of the Annual
Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary
authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated
by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving the highest number of votes
will be elected. Abstentions and broker non-votes will have no effect on the vote.
NOMINEES FOR ELECTION AS DIRECTOR
Nominees
The persons nominated as directors are as
follows:
Name
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Age
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Position
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Xiangyao Liu
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46
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Chief Executive Officer, President, Secretary and Chairman of the Board
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James Stuart Coleman
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62
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Director
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Zhanhuai Cheng
(1)
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70
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Director
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Yanliang Wu
(1)
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52
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Director
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Yu Zong
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47
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Director
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Harvey Leibowitz
(1)
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83
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Independent Director
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Zhixue Liu
(1)
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55
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Independent Director
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Tongmin Wang
(1)
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58
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Independent Director
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Adam Goldberg
(1)
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47
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Independent Director
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Daniel W. Heffernan
(1)
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68
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Independent Director
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Zhihong Su
(1)
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57
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Independent Director
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(1)
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Member or nominee, as applicable, of Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee.
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Xiangyao Liu
Mr. Xiangyao Liu was
first appointed as Chief Executive Officer, President, Secretary and Chairman of the Board of the Company on December 19, 2015.
Mr. Liu served in the
state-owned Materials Bureau of Hebei Province and was involved in steel and other logistics trading between 1994 and 1996. From
1996 to 2003, he invested and established the Pacific Trade and Logistics in China, served as the General Manager and engaged in
the trading and logistics of steel, agricultural products and other commodities. In 2010, Mr. Liu participated in the investment
of Wuhan Renhe Group Limited, which held the Wuhan Huazhong Steel Trading Center Co., Ltd., at that time, supervising the logistics
and trading of steel. He also started to engage in financial and security investments in Hong Kong. From November 2010 to December
2012, Mr. Liu was the deputy general manager of Wuhan Renhe Group Limited; From January 2012 to June 2015, Mr. Liu served as the
Deputy General Manager of the Wuhan Huazhong Steel Trading Center Co., Ltd., which later became the Wuhan Yangtze River Newport
Logistics Co. Ltd. He supervised the transition of the steel trading renter to a residential and commercial complex which supports
the warehouses and docks, led projects to bring the Steel Trading Center into the Yangluo Comprehensive Bonded Zone and Free Trade
Area in Wuhan, supervised the feasibility study of the Wuhan Yangtze River Newport Logistics Center and collaborated with the local
government to develop the Yangluo Newport Project Plan, handling corporate structuring, strategic planning and operations management
of the company. Mr. Liu was appointed as the CEO and the Chairman of the Board of the Company in July 2015 because of his managerial
skills and expertise in the industry.
Mr. Liu received his
Bachelor’s degree in Business Management from the Hebei Institute of Finance in 1994.
James Stuart Coleman
Mr. James Coleman was
first appointed as an Executive Director on December 19, 2015.
Mr. James Coleman has
been the Chief Representative in the United States of Wuhan Yangtze River Newport Logistics Co., Limited since April 2015. Mr.
Coleman has also been the CEO and CFO of Dream Recovery International, Inc., a drug and alcohol rehabilitation facility since January
2014. Mr. Coleman has also been a Partner of the Angel Capital Ltd, an angel capital investor in start-up companies since September
2012. Since April 2006, Mr. Coleman has served as an Associate Broker at Bond New York Properties, LLC, specializing in commercial
real estate in New York. We have selected Mr. Coleman as a director because of his experience with the capital markets in the United
States.
Mr. Coleman received
his Bachelor’s degree in Arts from Allegheny College in 1978. He is also a licensed Associate Broker in the State of New
York.
Zhanhuai Cheng
Mr. Zhanhuai Cheng was
first appointed as an Executive Director on December 19, 2015.
Mr. Zhanhuai Cheng has
served as the Chief Technology Officer (“CTO”) of Wuhan Huazhong Steel Trading Center since December 2008 and is responsible
for the planning and construction of the logistics warehouse, dock berths, and supporting residential and commercial buildings.
Since July 2015, after Wuhan Huangzhong Steel Trading Center restructured into Wuhan Newport, Mr. Cheng continued serving as the
CTO of Wuhan Newport. Mr. Cheng was appointed as a member of the Board in December 2015. From 2000 to 2007, Mr. Cheng was employed
by the Wuhan City Port Authority Officers and was in charge of port construction planning. During his term with the office, Mr.
Cheng worked with the various ports along the Yangtze River and accumulated great experience in port planning, wharf construction,
operations and management. He helped various agencies of the Wuhan government to complete the transformation of the water network,
port construction, etc., and obtained the title of advanced workers of Wuhan City. During his service, Mr. Cheng also directed
the planning, development and construction of the Qingshan Port, Yangluo Port, Yangsi Port and other terminals in Wuhan.
From 1993 to 2000, Mr.
Cheng served as an officer of Wuhan Light Rail Construction and was in charge of resource development, project design, tendering
and construction work. During his term of office, Mr. Cheng has contributed greatly to metro line planning and rail transit construction
in Wuhan. These are recognized by the Wuhan Government with a number of honorary titles issued to him.
Mr. Cheng has also previously
worked in the Wuhan Iron and Steel Limited, focusing on the production of railway and other construction, and port transportation
projections. Mr. Cheng was also employed by the Ministry of Railways Bridge Engineering Bureau and served as a staff analyst and
later on a vice dean of an academic institute, contributing to many projects and achieving great success. We have selected Mr.
Cheng as a director because of his expertise in our industry.
Yanliang Wu
Mr. Yanliang Wu was
first appointed as an Executive Director on December 19, 2015.
Mr. Wu has served as
the deputy general manager of Wuhan Huazhong Steel Trading Center since June 2010. Since July 2015, after Wuhan Huangzhong Steel
Trading Center re-structured into Wuhan Newport, Mr. Wu continued serving as the deputy general manager of Wuhan Newport. Mr. Wu
has been working for Wuhan Yangtze River Newport Logistics Co. Ltd. since 2012, and is in charge of the company’s indoor
storage, outdoor yards, approval, planning and construction of warehouses, and operations management. Mr. Wu worked for Alpha Logistics
Co, Ltd. in Montreal, Canada from 1997 to 2003, where he served as the Head of Logistics and coordinated the construction of the
logistics network of the company in North America and the Pacific Rim. From 2002 to 2012, he was in charge of the company’s
business development in the logistics industry in Mainland China, as well as leading the opening of its Shanghai branch. From 1986
to 1996, Mr. Wu worked in the head office of the state-owned Wuhan Metal Materials Corporation, serving as the Minister of Management
and General Manager of Commodity Trading. During his employment, he received two accolades for his personal achievement in 1990
and 1992. He was also certified as a senior economist in China in September 1994. We have selected Mr. Wu as a director because
of his expertise in our industry.
Mr. Wu received his
Bachelor of Sciences degree in Logistics from Huazhong University of Science and Technology in 1986.
Yu Zong
Mr. Yu Zong was first
appointed as an Executive Director on December 19, 2015.
Mr. Zong has served
as the Deputy General Manager of Wuhan Yangtze River Newport Logistics Co. Ltd. from February 2012 to September 2015, and was in
charge of the development, construction and management of the real estate. Mr. Zong became its general manager and legal representative
in October 2015. In July 2015, after Wuhan Huangzhong Steel Trading Center re-structured into Wuhan Newport, Mr. Zong was appointed
as the deputy general manager of Wuhan Newport. Mr. Zong was appointed as General Manager and Chief Representative of Wuhan Newport
in October 2015. From September 2009 to January 2012, he worked in Wuhan Dingxin Real Estate Ltd. as the Deputy General Manager
and Chief Engineer, leading the construction and management of the “Mocha Town” Phase II Development Project. From
2007 to 2009, Mr. Zong worked in the China Railway Group Wuhan Properties Limited, as the minister of Engineering Planning Division,
and participated in a large real estate project which had a total investment of six (6) billion RMB. From 2003 to 2006, Mr. Zong
worked in Hubei Jiuding Ltd., as the Deputy General Manager and Chief Engineer and was responsible for the construction and management
of a villa project which occupied an area of 80,000 square meters and a total construction area of 70,000 square meters. During
the construction period, his duties included preliminary design, construction report, project quality control, and compliance.
From 2000 to 2002, Mr. Zong worked as the Project Manager for Pace Home Development Inc., in Canada, providing consulting services
for various types of construction projects. Mr. Zong also previously worked in the Wuhan Institute of Architecture Design Institute.
We have selected Mr. Zong as a director because of his expertise in our industry.
Mr. Zong obtained his
bachelor’s degree in Civil Engineering in 1993 from Wuhan University. He also obtained his master’ degree in Engineering
from the University of British Columbia in 2004.
Harvey Leibowitz
Mr. Harvey Leibowitz
was first appointed as an Independent Director on December 15, 2015.
Mr. Leibowtiz has been
a director and Chair of the Audit Committee of ASTA Funding, Inc., a company listed on the NASDAQ since 2000. Mr. Leibowitz graduated
from the City University of New York — Baruch College in 1955 with a bachelor’s degree in Accounting. Between 1955
and 1962, he was employed as a staff accountant at various accounting firms working on matters relating to audits, taxes and write-ups.
From 1962 to 1979, Mr. Leibowtiz worked at Standard Financial Corporation, which acquired Sterling National Bank in 1965, in capacities
including internal auditor and Senior Vice President in charge of commercial financing and factoring. From 1980 to 1994, Mr. Leibowitz
worked for companies such as International Paper Company, Century Factors, Inc., and Foothill Financial Advisors, Inc., and was
in charge of commercial financing involving secured loan financing. From 1994 to 1999, Mr. Leibowitz worked for Sterling National
Bank as an internal auditor and was in charge of the Commercial Finance Department. Based on Mr. Leibowitz’s education and
employment background, we have selected Mr. Leibowitz as a director and chairman of the Audit Committee because of his expertise
in accounting and finance and the Board believes that Mr. Leibowitz qualifies as a “financial expert” as defined by
the SEC rules.
Zhixue Liu
Mr. Zhixue Liu was first
appointed as an Independent Director on December 19, 2015.
Mr. Liu obtained his
Ph.D. in Management and is currently a professor at the School of Management of Huazhong University of Science and Technology.
Mr. Liu has been teaching as a professor at the School of Management of the Huazhong University of Science & Technology since
January 2011. Mr. Liu was appointed as a member of the Board in December 2015. Also currently the Deputy Director of the Product
Operations and Logistics Management Department, Mr. Liu is one of the main drafters of
The People’s Republic of China
National Standard — Classification and Index of Logistics Enterprises
and
The People’s Republic of China
National Standard — Logistics Terminology
. He is also a member of the National Ministry of Education Logistics Specialty
Guidance Steering Committee, Board of Trustee of the National Natural Science Fund Committee Management Division, Committee of
the National Professional Commission for Certification of Logistics Specialist, Deputy Secretary General of the China Logistics
Technology Association, Executive Director of the China Society of Logistics, and Executive Director of the China Marketing Association.
Mr. Liu obtained his
bachelor’s in Logistics from Huazhong University of Science and Technology in 1986. After his graduation, he served as an
assistant, lecturer, associate professor, professor and doctoral tutor in the University, and focuses on researching and teaching
logistics management, supply chain management, international trade, international business operations and marketing. Recently,
he has published six (6) representative works, including the
Modern Logistics Handbook
, and more than forty (40) papers
in domestic and foreign mainstream journals. He also hosted and participated in academic forums on
Research on Model of Supply
Chain Logistics Management and Case Studies on China’s Auto Supply Chain
and other studies initiated by the National
Natural Science Foundation. Mr. Liu has led research on the
Shandong Weifang City Logistics Development Strategy Plan, Planning
of Jiangyin Yangtze Port Integrated Logistics Zone
and
Logistics Solutions for Dongfeng Vehicles, Study on Transition of
Wuhan Iron and Logistics Transportation Companies
and a number of other logistics management topics. Mr. Liu and his research
have been awarded the Outstanding Scientific Achievement Award under China’s “Ninth Five-Year” key scientific
and technological projects, and Second Place in the National Commerce Scientific Advancement Award. We have selected Mr. Liu as
a director because of his expertise and scholarship in the industry.
Tongmin Wang
Mr. Tongmin Wang was
first appointed as an Independent Director on December 19, 2015.
Mr. Wang was a chief
engineer of Logistical Equipment at Wuhan Iron and Steel Limited from January 2011. Mr. Wang has worked for Wuhan Iron and Steel
Limited and Wuhan Port Terminal Foreign Trade Co., Ltd. since 2007. He has served as the deputy general manager of the Office of
Corporate Integration, Chief Administrative Officer, Director of Cargo Unloading and Chief Engineer of Logistical Equipment. Mr.
Wang worked for Wuhan Port Group from 1992 to 2007. During this period, he held positions include Deputy Administrate Officer,
Deputy Director of the Wuhan Water Company, Director of the Wuhan Port Mechanical Company, Manager of the Office of the Corporate
Integration, Director of the Cargo Unloading Division and etc. From 1981 to 1992, Mr. Wang worked for the Wuhan Port Machinery
Plant of the Ministry of Transportation in China.
Mr. Wang possesses professional
knowledge and more than three decades of experience in the management of a port. He is familiar with the logistics industry and
takes a practical approach in the organization and management of cargo loading/unloading. He is able to utilize his expertise to
solve practical problems involving the day-to-day operations at a port terminal. We have selected Mr. Wang as a director because
of his expertise in the industry.
He received his bachelor’s
degree in Mechanical Engineering from Wuhan Institute of Maritime and master’s degree in Industrial Management from the Chinese
Academy of Social Sciences in 1998.
Adam Goldberg
Mr. Adam Goldberg was
first appointed as an Independent Director on February 15, 2017.
Mr. Goldberg is the
President and founder of Telco Experts LLC since March 2008. He served as Chief Executive Officer of Gemini Communications from
March 1996 to March 2008. At Telco, Mr. Goldberg obtained regulatory approval for the company as a licensed telephone company in
21 states and manages a staff of 30 telecommunication professionals and engineers. Mr. Goldberg has extensive experience in business
development, regulatory affairs, strategic planning, employee development and project management.
Mr. Goldberg obtained
his bachelor’s degree in Marketing and Finance from University of Maryland, Robert H. Smith School of Business in 1993.
Daniel Heffernan
Mr. Daniel W. Heffernan
was first appointed as an Independent Director on January 4, 2016.
Mr. Heffernan has served
as the Principal of HRK Associates, specializing in credit enhanced finance since 1998. Mr. Heffernan was the Principal of HRK
Associates since January 2011. Mr. Heffernan was appointed as a member of the Board in December 2015. Prior to his position at
HRK, from 1973 to 1986, Mr. Heffernan served as an officer at New York Life Insurance Company. From 1986 to 1998, Mr. Heffernan
was employed as an officer at Jhminer, Co. Ltd., in New York. Mr. Heffernan has more than thirty years of financial experience
in the highly specialized niche market of mitigation of risk through the use of insurance and reinsurance related financial products.
He has provided services to clients operating throughout the U.S. and in the international marketplace, leveraging his experience
in providing credit enhanced, customized financial solutions that provide a distinctive bridge to the capital markets.
Mr. Heffernan is actuarially
trained and has previously worked for New York Life Insurance Company, where he ran the Pension Department and supervised its two
hundred eighty employees, and MINET/MIPI Brokers. While at New York Life, he consulted with a client base in excess of 5,000 corporations
and unions, providing services ranging from structuring to administration. We have selected Mr. Heffernan as a director because
of his expertise in finance.
Mr. Daniel W. Heffernan
obtained his bachelor’s degree in Theology from New York Shadowbrook Jesuit Seminary in 1972.
Zhihong Su
Mr. Zhihong Su was first
appointed as an Independent Director on January 14, 2016.
Mr. Su has served as
the managing partner of the Beijing Hengjun Law Firm since December 2001, practicing in areas such as securities, litigation, general
corporate and banking. Mr. Su was appointed as member of the Board in January 2016. Mr. Su started his career as in-house counsel
for China International Trust and Investment Corporation (“CITIC”) in December 1984, and was responsible for the legal
affairs of overseas investments. In January 1990, Mr. Su was sent to station at the Washington DC-based law firm Arnold and Porter
LLP as a foreign lawyer to oversee a full spectrum of legal matters of CITIC’s subsidiaries in the United States, namely,
CITIC Steel Group, CITIC Buffalo Tungsten Company, CITIC Seattle Woodland and CITIC Florida Real Estate Co. Ltd. During his stay
in Washington from 1990 to June 1996, he worked on a number of matters involving corporate and securities law. Upon returning to
China in July 1996, Mr. Su worked for the Law Offices of Jiahe as one of the founding members and as an attorney until November
2001. We have chosen Mr. Su to serve as a director because of the perspective he brings to legal matters in China.
Mr. Su earned his bachelor’s
degree in Laws (LLB) from China University of Political Science and Law where he had taught for a year after graduation before
becoming a qualified Chinese lawyer in the same year.
Required Vote
The Board will be elected by a plurality
of the voting power of the Common Stock represented in person or by proxy and entitled to vote at the Annual Meeting. Each stockholder
is entitled to vote in favor or withhold his, her or its vote with respect to each individual nominee or all nominees. Votes that
are withheld will have no effect on the outcome of the election of directors.
At the Annual Meeting a vote will be taken on
a proposal to approve the election of the eleven (11) director nominees.
RECOMMENDATION OF THE BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE “FOR” THE ELECTION OF XIANGYAO LIU, JAMES STUART COLEMAN, ZHANHUAI CHENG, YANLIANG WU, YU ZONG, HARVEY
LEIBIWITZ, ZHIXUE LIU, TONGMIN WANG, ADAM GOLDBERG, DANIEL HEFFERNAN, AND ZHIHONG SU AS DIRECTORS.
CORPORATE
GOVERNANCE
Board of Directors
The Board oversees our
business affairs and monitors the performance of our management. In accordance with our corporate governance principles, the Board
does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Executive
Chairman, other key executives and by reading the reports and other materials sent to them and by participating in Board and committee
meetings. Our directors hold office until the next annual meeting of stockholders and until their successors are elected and qualified
or until their earlier resignation or removal, or if for some other reason they are unable to serve in the capacity of director.
Director Independence
As we are listed on
NASDAQ, our determination of independence of directors is made using the definition of “independent director” contained
in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market. Our Board affirmatively determined that Harvey Leibowitz,
Zhixue Liu, Yongming Wang, Adam Goldberg, Daniel Heffernan and Zhihong Su are “independent” directors, as that term
is defined in the NASDAQ Stock Market Rules.
Board Meetings and Attendance
The Board held 6 physical
and telephonic meeting in 2017. The Board also approved certain actions by unanimous written consent. Each member of the Board
attended 75% or more of the meetings of the Board and of the committees of which the director was a member during the fiscal year
ended December 31, 2017.
Annual Meeting Attendance Policy
The Company does not
have a policy regarding director attendance at Annual Meetings of stockholders, however, all directors are strongly encouraged
to attend.
Stockholder Communications with the Board
Shareholders wishing
to communicate with the Board, the non-management directors, or with an individual Board member may do so by writing to the Board,
to the non-management directors, or to the particular Board member, and mailing the correspondence to: c/o Xiang Liu, Yangtze River
Port and Logistics Limited, 41 John St., Suite 2A, New York, NY 10038. The envelope should indicate that it contains a shareholder
communication. All such shareholder communications will be forwarded to the director or directors to whom the communications are
addressed.
Board Committees
Our Board of Directors has six (6) standing
committees: an Audit Committee, a Compensation Committee, a Nomination Committee, a Governance and Human Resources Committee, a
Board Oversight Committee, and a Social Media Committee. Each committee consists of only independent directors of the Company.
Each of the board committees has the composition and responsibilities described below. As of November 12, 2018, the members of
these committees are:
Audit Committee
|
|
Compensation Committee
|
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Nomination Committee
|
Harvey Leibowitz*
|
|
Harvey Leibowitz*
|
|
Daniel Heffernan*
|
Daniel Heffernan
|
|
Daniel Heffernan
|
|
Harvey Leibowitz
|
Zhihong Su
|
|
Zhixue Liu
|
|
Zhixue Liu
|
Adam Goldberg
|
|
Zhihong Su
|
|
Zhihong Su
|
Tongmin Wang
|
|
Adam Goldberg
|
|
Adam Goldberg
|
Governance and Human Resources Committee
|
|
Board Oversight Committee
|
|
Social Media Committee
|
Zhihong Su*
|
|
Daniel Heffernan*
|
|
Adam Goldberg*
|
Daniel Heffernan
|
|
Harvey Leibowitz
|
|
Daniel Heffernan
|
Harvey Leibowitz
|
|
Zhixue Liu
|
|
Harvey Leibowitz
|
Adam Goldberg
|
|
Zhihong Su
|
|
Zhizong Su
|
Tongmin Wang
|
|
Adam Goldberg
|
|
Tongmin Wang
|
|
*
|
Denotes Chairman of committee
|
Audit Committee
We have an Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. Each of these Committee members is “independent”
within the meaning of Rule 10A-3 under the Exchange Act and the NASDAQ Stock Market Rules. Our Board has determined that Harvey
Leibowitz shall serve as the “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation
S-K. Harvey Leibowitz serves as Chairman of our Audit Committee.
The Audit Committee
shall make such examinations as are necessary to monitor the corporate financial reporting and external audits of the Company and
its subsidiaries; to provide to the Board the results of its examinations and recommendations derived therefrom; to outline to
the Board improvements made, or to be made, in internal accounting controls; to nominate independent auditor; and to provide to
the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters
requiring Board attention.
During the fiscal year
of 2017, the Audit Committee held 5 telephonic meeting, at which all members of the Audit Committee were present.
Compensation Committee
The members of our Compensation
Committee are “independent” within the meaning of the NASDAQ Stock Market Rules. In addition, each member of our Compensation
Committee qualifies as a “non-employee director” under Rule 16b-3 of the Exchange Act. The purpose of the Compensation
Committee is to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive
officers and directors of the Company, including stock compensation and loans, and all bonus and stock compensation to all employees.
Harvey Leibowitz serves
as Chairman of our Compensation Committee.
During the fiscal year
of 2017, the Compensation Committee did not hold any physical or telephonic meetings.
Nomination Committee
The members of our Nomination
Committee are “independent” within the meaning of the NASDAQ Stock Market Rules. The purpose of the Nomination Committee
shall be to review and make recommendations to the Board regarding matters concerning corporate governance; review the composition
of and evaluate the performance of the Board; recommend persons for election to the Board and evaluate director compensation; review
the composition of committees of the Board and recommend persons to be members of such committees; review and maintain compliance
of committee membership with applicable regulatory requirements; and review conflicts of interest of members of the Board and corporate
officers.
Daniel Heffernan serves
as Chairman of our Nomination Committee.
During the fiscal year
of 2017, the Nominating Committee did not hold any physical or telephonic meetings.
Governance and Human Resources Committee
The members of our Governance
and Human Resources Committee are “independent” within the meaning of the NASDAQ Stock Market Rules. The Governance
and Human Resources Committee shall be is responsible for (1) developing Company’s approach to the Board and corporate governance
issues; (2) helping to maintain an effective working relationship between the Board and management; (3) exercising, within the
limits imposed by the by-laws of the Company, by applicable laws, and by the Board, the powers of the Board for the management
and direction of the affairs of the Company during the intervals between meetings of the Board; (4) reviewing and making recommendations
to the Board for the appointment of senior executives of the Company and for considering their terms of employment; (5) reviewing
succession planning, matters of compensation; (6) recommending awards under the Company’s long term and short term incentive
plans; (7) assuming the role of administrator, whether by delegation or by statute, for the corporate-sponsored registered pension
plans and the Supplementary Executive Retirement Plan of the Company and its wholly-owned subsidiaries and any future, additional
or replacement plans relating to the plans; and (8) monitoring the investment performance of the trust funds for the plans and
compliance with applicable legislation.
Zhihong Su serves as
chairman of our Nomination Committee.
During the fiscal year
of 2017, the Governance and Human Resources Committee did not hold any physical or telephonic meetings.
Board Oversight Committee
The members of our Board
Oversight Committee are “independent” within the meaning of the NASDAQ Stock Market Rules. The Board Oversight Committee
shall assist the Board Oversight Committee and the Board in the exercise of its responsibilities, particularly by defining the
scope of the Committee’s authority in respect of risk oversight matters delegated to it by the Board.
Daniel Heffernan serves
as chairman of our Nomination Committee.
During the fiscal year
of 2017, the Board Oversight Committee did not hold any physical or telephonic meetings.
Social Media Committee
The members of our Social
Media Committee are “independent” within the meaning of the NASDAQ Stock Market Rules. The Social Media Committee shall
oversee the social media strategy initiatives for the Company pursuant to Regulation FD. The Committee shall 1) provide compliant
Regulation FD strategic leadership for social media through the alignment of social media strategies and activities with enterprise
strategic objectives and processes; 2) establish and maintain corporate policies with respect to use of social media for both process-driven
social engagements, as well as for use of social media by employees for participating in social conversations (e.g. blogging and
Tweeting by subject matter experts); 3) prioritize social media initiatives and deliver final approvals and recommendations on
proceeding with proposed social media projects, including process, technology, and organizational project; 4) ensure open communication
between the social media department and the other functional units of the Company so as to promote collaborative strategies, planning,
and implementation.
Romano Tio serves as
chairman of our Social Media Committee.
During the fiscal year
of 2017, the Social Media Committee did not hold any physical or telephonic meetings.
Board Nominee Process
The Board has adopted
a Nomination Charter, which includes the Company’s general director nomination policies.
The Nomination Committee
believes that it is in the best interest of the Company and its stockholders to obtain highly-qualified candidates to serve as
members of the Board. In addition to any past or future policies adopted by the Board, with respect to director nominations, the
Nomination Committee will consider any additional factors as it deems appropriate to assist in developing a Board and committees
that are diverse in nature and comprised of experienced and seasoned advisors. These factors may include decision-making ability,
judgment, personal integrity and reputation, experience with businesses and other organizations of comparable size, experience
as an executive with a publicly traded company and the extent to which the candidate would be a desirable addition to the Board
and any committees of the Board.
The Nomination Committee
Charter provides that the Nomination Committee shall review the composition and size of the Board and determine the criteria for
membership of the Board, including issues of character, judgment, independence, diversity, age, expertise, corporate experience,
length of service, and other commitments outside the Company. The Nomination Committee is able to assess the effectiveness of the
Company’s policy regarding diversity through its regular, required monitoring of the composition of the Board and its committees.
Further, in connection with such regular monitoring, the Nomination Committee Charter provides that the Nomination Committee shall
evaluate the performance of individual members of the Board eligible for re-election, and recommend the director nominees by class
for election to the Board by the stockholders at the Annual Meeting of Stockholders.
The Nomination Committee
will also consider director candidates recommended by stockholders in accordance with the procedures governing such recommendations
in the Company’s bylaws and will evaluate such director candidates in the same manner in which it evaluates candidates recommended
by other sources.
Family Relationships
There are no family
relationships among any of our directors or executive officers.
Involvement in Certain Legal Proceedings
Except as described
below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years:
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been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses);
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had any bankruptcy petition filed by or against the business or property of the person, or of any
partnership, corporation or business association of which he was a general partner or executive officer, either at the time of
the bankruptcy filing or within two years prior to that time;
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been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending
or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings
and loan, or insurance activities, or to be associated with persons engaged in any such activity;
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been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated;
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been the subject of, or a party to, any federal or state judicial or administrative order, judgment,
decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private
litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation
respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order
of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
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On December 19, 2015,
James Coleman joined us as Executive Director. Prior to joining us, Mr. Coleman was the managing member and owner of Firebird International
LLC, Dream International Holdings LLC and Dream Recovery International LLC, all of which are privately held companies engaged primarily
in drug rehabilitation businesses, from January 2014 to September 2016. On September 13, 2016, all three entities mentioned above
filed voluntary petitions in the United States Bankruptcy Court for the District of Southern Florida seeking relief under the provisions
of chapter 7 of title 11 of the United States Code in order to facilitate liquidations in these three entities.
Except as set forth
in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers
has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required
to be disclosed pursuant to the rules and regulations of the Commission.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the
Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class
of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations
of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on our
review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange
Act of 1934, as amended, we believe that, during the year ended December 31, 2017:
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Mr. Adam Goldberg, an independent director of the Company, failed to timely file a Form 3 to report
his appointment as an independent director within 10 days after his appointment and his acquisition of 10,000 shares of the Company’s
common stock; and
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Mr. Tsz-Kit Chan, our Chief Financial Officer, failed to timely file a Form 3 to report his appointment
as the Company’s Chief Financial Officer within 10 days after his appointment.
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Code of Ethics
We have adopted a code
of ethics as of the date of this Annual Report that applies to our principal executive officer, principal financial officer, directors
and principal accounting officer as well as our employees. Our standards are in writing and are to be posted on our website at
www.yerr.com.cn
at a future time. The following is a summation of the key points of the Code of Ethics we adopted:
Honest and
ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
Full, fair,
accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the
Commission and in other public communications made by our Company;
Full compliance
with applicable government laws, rules and regulations;
The prompt
internal reporting of violations of the code to an appropriate person or persons identified in the code; and
Accountability
for adherence to the code.
Director Compensation Table
The following table sets forth the compensation
received by each of our Directors for the year ended December 31, 2017.
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Non-Qualified
Deferred
Compensation
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Xiangyao Liu
Chairman of the Board
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
James Stuart Coleman
Executive Director(1)
|
|
|
70,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
70,000
|
|
Zhanhuai Cheng
Executive Director (1)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
Yanliang Wu
Executive Director (1)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
Yu Zong
Executive Director(1)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
Harvey Leibowitz
Independent Director (2)
|
|
|
48,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,000
|
|
Zhixue Liu
Independent Director(3)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
Tongmin Wang
Independent Director(3)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
Daniel W. Heffernan
Independent Director (4)(5)
|
|
|
48,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,000
|
|
Romano Tio
Independent Director(4)(5)(6)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Adam Goldberg
Independent Director (6)
|
|
|
42,133
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
42,133
|
|
Zhihong Su
Independent Director(3)(5)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000
|
|
(1)
|
As
employee directors, James Coleman will be provided with cash compensation of $70,000 per year. Yanliang Wu, Yu Zong and Zhanhuai
Cheng will be provided with cash compensation of $24,000 per year, payable monthly.
|
(2)
|
As an independent director and Chair of the Audit Committee, Harvey Leibowitz will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 20,000 of restricted common stock for services rendered to the Company, with an annual compensation in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
|
|
|
(3)
|
As independent directors, Zhihong Su, Tongmin Wang and Zhixue Liu will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 10,000 of restricted common stock for services rendered to the Company, with an annual compensation in cash of $24,000, payable monthly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
|
|
|
(4)
|
As independent directors, Daniel W. Heffernan, Romano Tio and Adam Goldberg will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 15,000 of restricted common stock for services rendered to the Company, with an annual compensation in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
|
|
|
(5)
|
Individuals were appointed as members of the Board in January, 2016.
|
|
|
(6)
|
Adam Goldberg replaced Romano Tio as member of the Board in February 2017.
|
EXECUTIVE
COMPENSATION
Summary Compensation Table
The Summary Compensation
Table below sets forth information regarding the compensation awarded to or earned by the company’s executive officers for
our fiscal years ended December 31, 2017, 2016 and 2015.
Name
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Securities-based Compensation
($)
|
|
|
All other compensation
($)
|
|
|
Total
($)
|
|
Xiangyao Liu
|
|
2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Chief Executive Officer(1)
|
|
2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jianfeng Guo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Chief Executive Officer,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Chairman of the Board (2)
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longlin Hu
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Chief Executive Officer(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
37,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xin “Cindy” Zheng
|
|
2017
|
|
|
|
18,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,000
|
|
Former Chief Financial Officer (4)
|
|
2016
|
|
|
|
54,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,000
|
|
|
|
2015
|
|
|
|
54,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tsz-Kit Chan
|
|
2017
|
|
|
|
53,678
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
53,678
|
|
Chief Financial Officer (5)
|
|
2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(1)
|
On December 19, 2015, Company acquired Energetic Mind and its wholly-owned subsidiaries and in connection with that transaction, Mr. Liu was appointed as our President, Chief Executive Officer, Secretary and Chairman of the Board. The amounts in this table reflect compensation awarded or paid by Energetic Mind and its subsidiaries to Mr. Liu in fiscal year 2015, 2016 and 2017. As of the date of this Annual Report, Mr. Liu is the President, Chief Executive Officer, Secretary and Chairman of the Board.
|
|
|
(2)
|
Mr. Guo was appointed as our President and Chief Executive Officer on June 1, 2015 and resigned as an executive officer and director on December 19, 2015 as a result of the transaction describe above in (1).
|
|
|
(3)
|
Mr. Hu resigned from all his officer and director positions as president and chief executive office of the Company and as a member of the Board of Directors on June 1, 2015. Prior to his resignation, Mr. Hu served as the President and Chief Executive Officer and a member of the Board of Directors from March 1, 2011.
|
|
(4)
|
Ms. Zheng was appointed as our Chief Financial Officer on April 27, 2011 and resigned from that position on May 10, 2017.
|
|
(5)
|
Mr. Chan was appointed as our Chief Financial Officer on May 10, 2017. The term of Mr. Chan’s employment is for one year, commencing on May 10, 2017, and automatically renews for successive one year periods, subject to the Company’s right to terminate the employment agreement at any time upon thirty (30) days prior written notice. Mr. Chan will receive a monthly salary of US $8,000, and share-based compensation of 100,000 shares of the Company’s common stock for his first year of employment.
|
Employment Agreements
We have employment agreements
with all of our directors and officers except Xiangyao Liu.
Mr. Tsz-Kit Chan was
appointed as the Chief Financial Officer the Company on May 5, 2017. Pursuant to the Mr. Chan’s employment agreement, the
term of his employment is for one year, commencing on May 10, 2017, and automatically renews for successive one year periods, subject
to the Company’s right to terminate the employment agreement at any time upon thirty (30) days prior written notice. In addition,
during the term of the employment agreement, Mr. Chan has the right to resign and terminate his employment agreement upon thirty
(30) days prior written notice to the Company. The employment agreement also contains covenants regarding non-competition and confidentiality.
Pursuant to the employment agreement, Mr. Chan will receive a monthly salary of US $8,000, and share-based compensation of 100,000
shares of the Company’s common stock for his first year of employment. Mr. Chan may also be eligible to participate in incentive
plans that the Company may establish from time to time, subject to the terms and conditions of the applicable plan.
We have entered into
director agreements with each of our directors. These agreements set forth the services to be provided and compensation, with an
annual rate ranging from $24,000 to $70,000, to be received by our directors, as well as the directors’ obligations in terms
of confidentiality, non-competition and non-solicitation. Pursuant to these agreements, the directorship of our directors will
last until the earlier of (i) the date on which the director ceases to be a member of our board of directors for any reason or
(ii) the date of termination of these agreements.
We have no other employment
agreements with any of our executive officers.
Option Grants
We had no outstanding
equity awards as of the end of fiscal year 2017.
Option Exercises and Fiscal Year-End
Option Value Table
There were no stock
options exercised during fiscal 2017 by the executive officers.
Long-Term Incentive Plans and Awards
There were no awards
made to a named executive officer in fiscal 2017 under any long-term incentive plan.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Other than compensation
arrangements, the following is a description of transactions to which we were a participant or will be a participant to, in which:
the amounts
involved exceeded or will exceed the lesser of 1% of our total assets or $120,000; and
any of our
directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing
persons, had or will have a direct or indirect material interest.
Loans from a Related Party
On July 13, 2015, Wuhan
Renhe Group Co., Ltd (“Wuhan Renhe”), where Xiangyao Liu, our CEO and President, was a majority shareholder, transferred
all of its interests in Wuhan Newport to Ricofeliz. As a former shareholder of Wuhan Newport, Wuhan Renhe provided numerous loans
to Wuhan Newport prior to the transfer. On June 30, 2015, Wuhan Renhe forgave a total amount of $285,413,074 with the Company.
The Company has credited the amount of $285,413,074 to additional paid-in capital in equity. As of December 31, 2016 and December
31, 2015, the amounts due to Wuhan Renhe Real Estate Co., Ltd, an entity controlled by Geng Wang, who is an affiliate of Wuhan
Renhe, were $0 and $667,776, respectively.
As of December 31, 2017
and 2016, the amounts due to Mr. Zhao Weibin, an officer of Wuhan Newport and a related party, were $126,240 and $118,263, respectively.
The amount is unsecured, interest free and does not have a fixed repayment date.
As of December 31, 2017
and 2016, the amounts due to Mr. Liu Xiangyao were $35,821,264 and $31,751,959, respectively. The amount is unsecured, interest
free and does not have a fixed repayment date.
PROPOSAL
NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors
has appointed Centurion ZD CPA Ltd. (“Centurion”), as our independent registered public accounting firm to examine
the consolidated financial statements of the Company for fiscal year ending December 31, 2017. The Board of Directors seeks an
indication from shareholders of their approval or disapproval of the appointment.
Centurion will audit
our consolidated financial statements for the fiscal year ended December 31, 2018. We anticipate that a representative of Centurion
will be present by telephone at our 2018 annual meeting, will have the opportunity to make a statement if they desire to do so
at the meeting, and will be available to respond to appropriate questions at the meeting.
Our consolidated financial
statements for the fiscal years ended December 31, 2017 were audited by Centurion.
In the event shareholders
fail to ratify the appointment of Centurion, the Board of Directors will reconsider this appointment. Even if the appointment is
ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting
firm at any time during the year if the Board of Directors determines that such a change would be in the interests of the Company
and its shareholders.
The following table
sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the Company’s annual financial statements and review of financial statements included in the
Company’s quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years.
Audit and Non-Audit Fees
Aggregate fees and expenses for professional
services rendered for us by Centurion for the fiscal years ended December 31, 2017 and 2016 are set forth below. The aggregate
fees and expenses included in the Audit category are fees and expenses billed for the fiscal years for the integrated audit of
our annual financial statements and review of our interim financial statements and statutory and regulatory filings. The aggregate
fees and expenses included in each of the other categories are fees and expenses billed in the fiscal years.
Fee Category
|
|
2017
|
|
|
2016
|
|
Audit fees
|
|
$
|
156,000
|
|
|
$
|
156,000
|
|
Audit-related fees
|
|
|
—
|
|
|
|
—
|
|
Tax fees
|
|
|
—
|
|
|
|
—
|
|
Other fees
|
|
|
—
|
|
|
|
—
|
|
Total Fees
|
|
$
|
156,000
|
|
|
$
|
156,000
|
|
Audit Fees
For the Company’s fiscal years ended December 31,
2017 and December 31, 2016, we were billed approximately $156,000 and $156,000 for each year, for professional services rendered
for the audit and reviews of our financial statements.
Audit Related Fees
The Company did not
incur any audit related fees, other than the fees discussed in Audit Fees, above, for services related to our audit for the fiscal
years ended December 31, 2017 and December 31, 2016.
Tax Fees
For the Company’s
fiscal years ended December 31, 2017 and December 31, 2016, we did no incur any fees for professional services rendered for tax
compliance, tax advice, and tax planning.
All Other Fees
The Company did not
incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2017 and
December 31, 2016.
Pre-Approval of Services
The Audit Committee
pre-approves all audit and permissible non-audit services provided by the independent accountants. These services may include audit
services, audit-related services, tax services and other services. The Audit Committee has adopted a written policy for the pre-approval
of services provided by the independent accountants, under which policy the Audit Committee generally pre-approves services 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 accountant 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.
Audit Committee Report
The Audit Committee,
on behalf of our Board of Directors, serves as an independent and objective party to monitor and provide general oversight of the
integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence,
the performance of our independent registered public accounting firm, our compliance with legal and regulatory requirements and
our standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its Audit Committee
Charter.
Our management is responsible
for preparing our financial statements and our financial reporting process. Our independent registered public accounting firm is
responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles
in the United States of America. The Audit Committee met with our independent registered public accounting firm, with and without
management present, to discuss the results of their examinations and the overall quality of our financial reporting.
In this context, the
Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2017 with management
and with our independent registered public accounting firm. The Audit Committee has discussed with our independent registered public
accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees),
which includes, among other items, matters related to the conduct of the audit of our annual financial statements.
The Audit Committee
has received the written disclosures and the letter from the independent registered public accounting firm required by applicable
requirements of the Public Company Accounting Oversight Board regarding such independent registered public accounting firm’s
communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting
firm its independence from us and our management. In addition, the Audit Committee has considered whether the provision of non-audit
services by our independent registered public accounting firm in 2017 was compatible with maintaining our registered public accounting
firm’s independence and has concluded that it was.
Based on its review
of the audited financial statements and the various discussions noted above, the Audit Committee recommended to our Board of Directors
that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2017.
Each of the members
of the Audit Committee is independent as defined under the standards of the Commission and Nasdaq, and meets all other requirements
of Nasdaq and of such rules of the Commission.
|
Respectfully submitted by the Audit Committee,
|
|
|
|
Harvey Leibowitz, Chair
|
|
Daniel Heffernan
|
|
Zhihong Su
|
|
Adam Goldberg
|
|
Tongmin Wang
|
THE
BOARD, UPON THE RECOMMENDATION OF THE AUDIT COMMITTEE, RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND
RATIFICATION OF Centurion ZD CPA Ltd. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31,
2017
.
PROPOSAL
NO. 3 — Advisory Vote on Executive compensation
The Company is providing
stockholders an advisory vote on executive compensation as required by Section 14A of the Exchange Act and related SEC rules. Section
14A was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The advisory vote on
executive compensation is a non-binding vote on the compensation of the Company’s named executive officers, as disclosed
pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables
and narrative discussion set forth in this proxy statement.
This advisory vote on
executive compensation is not binding on the Company’s Board of Directors. However, the Board of Directors will take into
account the result of the vote when determining future executive compensation arrangements.
The Board recommends a vote FOR
adoption of the executive compensations of the Company’s named executive officers, as disclosed pursuant to the compensation
disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure set
forth in the proxy statement.
PROPOSAL
NO. 4 — Advisory Vote on Frequency of ADVISORY VOTES
ON Executive compensation
The Company is providing
stockholders an advisory vote on the frequency of advisory votes on executive compensation. The advisory vote on the frequency
of advisory notes on executive compensation is a non-binding vote on having advisory votes every three (3) years on the compensation
of the Company’s Named Executive Officers.
This advisory vote on
frequency of advisory notes on executive compensation is not binding on the Company’s Board of Directors. However, the Board
of Directors will take into account the result of the vote when determining the frequency of having advisory votes on compensation
arrangements.
The Board recommends a vote FOR adoption of the frequency
of advisory votes on executive compensation.
AVAILABILITY OF ANNUAL REPORT ON
FORM 10-K AND HOUSEHOLDING
A copy of the Company’s
Annual Report on Form 10-K as filed with the SEC is available upon written request and without charge to shareholders by writing
to the Company at 41 John St., Suite 2A, New York, NY 10038 or by calling telephone number (646) 861-3315.
In certain cases, only
one Annual Report and Proxy Statement may be delivered to multiple shareholders sharing an address unless the Company has received
contrary instructions from one or more of the shareholders at that address. The Company will undertake to deliver promptly upon
written or oral request a separate copy of the Annual Report or Proxy Statement, as applicable, to a shareholder at a shared address
to which a single copy of such documents was delivered. Such request should also be directed to Executive Chairman, Yangtze River
Port and Logistics Limited, at the address or telephone number indicated in the previous paragraph. In addition, shareholders sharing
an address can request delivery of a single copy of Annual Reports or Proxy Statements if they are receiving multiple copies of
Annual Reports or Proxy Statements by directing such request to the same mailing address.
OTHER BUSINESS
We have not received
notice of and do not expect any matters to be presented for vote at the Annual Meeting, other than the proposals described in this
Proxy Statement. If you grant a proxy, the person named as proxy holder, Xiangyao Liu, or their nominees or substitutes, will have
the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen
reason, any of our nominees are not available as a candidate for director, the proxy holder will vote your proxy for such other
candidate or candidates nominated by our Board.
ADDITIONAL INFORMATION
We are subject to the
information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file
periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters.
Such reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F Street, N.E.,
Washington, D.C. 20549 or may be accessed at
www.sec.gov
. Information regarding the operation of the public reference rooms
may be obtained by calling the SEC at 1-800-SEC-0330. You are encouraged to review our Annual Report on Form 10-K, together with
any subsequent information we filed or will file with the SEC and other publicly available information.
*************
It is important that
the proxies be returned promptly and that your shares be represented. Stockholders are urged to mark, date, execute, and promptly
return the accompanying proxy card.
November 13, 2018
|
By Order of the Board of Directors,
|
|
|
|
/s/ Xiangyao Liu
|
|
Xiangyao Liu,
|
|
Chairman of the Board of Directors
|
Yangtze River Port and L... (NASDAQ:YRIV)
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