UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
Filed by the Registrant
x
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 Rule 14a-11(c) or Rule 14a-12
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SAN LOTUS HOLDING INC.
(Name of Registrant as Specified in Its
Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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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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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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Form, schedule or registration statement No.:
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SAN LOTUS HOLDING INC.
3F B302C, No. 185 Kewang Road
Longtan Township, Taoyuan County 325
Taiwan (R.O.C.)
+886-3-4072339
& +886-3-4071534
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON May 15, 2014.
Dear Stockholders of San Lotus Holding Inc.:
You are cordially invited
to attend the 2014 Annual Meeting of stockholders of San Lotus Holding Inc., a Nevada corporation (the “Company”),
to be held on Thursday, May 15, 2014 at 2:00 p.m. ( California Time) at 20286 Carrey Rd, Walnut, CA 91789.
The notice of annual
meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. At the
meeting, you will be asked to:
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(1)
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elect five Class II directors of the Company;
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(2)
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approve to list the Company’s shares on the NASDAQ;
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(3)
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approve to proceed with Initial Public Offering through NASDAQ;
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(4)
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ratify the appointment of KCC & Associates as our independent registered public accounting
firm for the fiscal year ending December 31, 2013 and 2014; and
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(5)
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transact any other business that properly comes before the meeting or any adjournment(s) of the
meeting.
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You have the right to
receive notice of and to vote at the meeting if you were a stockholder of record at the close of business on March 31, 2014. Whether
or not you expect to be present in person at the meeting, please sign the enclosed proxy card and return it promptly in the self-addressed
envelope provided. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve
or ratify any of the foregoing proposals at the time of the annual meeting, the annual meeting may be adjourned in order to permit
further solicitation of proxies by the Company.
Sincerely yours,
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/s/Chen, Li-Hsing
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Chen, Li-Hsing
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President
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The following information applicable to
the Annual Meeting may be found in the proxy statement and accompanying proxy card:
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The date, time and location of the meeting;
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A list of the matters intended to be acted on and our recommendations regarding those matters;
and
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Information about voting by mail, electronically or attending the meeting and voting in person.
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This is an important meeting. To ensure
proper representation at the meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope.
Even if you vote your shares prior to the meeting, you still may attend the meeting and vote your shares in person.
SAN LOTUS HOLDING INC.
3F B302C, No. 185 Kewang Road
Longtan Township, Taoyuan County 325
Taiwan (R.O.C.)
PROXY STATEMENT
FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS
to be held on Thursday, May 15, 2014
at 2:00 p.m. local time, the State of California
This proxy statement
and the enclosed form of proxy are furnished in connection with solicitation of proxies by the Board of Directors of San Lotus
Holding Inc. (“San Lotus”) for use at the annual meeting of stockholders (the “Annual Meeting”) to be held
at 2:00 p.m. (California Local Time) on Thursday, May 15, 2014, and any postponements or adjournments thereof.
QUESTIONS AND ANSWERS
The information provided
in the question and answer format below is for your convenience only and is merely a summary of the information contained in this
proxy statement. You should read this entire proxy statement carefully.
What matters am I voting on?
You will be voting on:
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the election of five Class II directors to hold office until the 2015 annual meeting of stockholders
and until their successors are elected and qualified, subject to earlier resignation or removal;
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the listing of San Lotus’ shares on the NASDAQ
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the Initial Public Offering through NASDAQ ( the “IPO”);
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the ratification of the appointment of KCC & Associates as our independent registered public
accounting firm for the fiscal year ending December 31, 2013 and 2014; and
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any other business that may properly come before the meeting.
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How does the Board of Directors recommend
I vote on these proposals?
The Board of Directors recommends a vote:
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FOR the election of KWONG, EDWIN;
WU, TSUNG-LUN; CHEN, CHUAN-CHUNG;
YUEH, JUNG-LIN
; and LAI, CHIA-LING
, our nominees for Class II directors;
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FOR the listing of San Lotus’ shares on the NASDAQ;
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FOR the IPO through NASDAQ; and
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FOR the appointment of KCC & Associates as our independent registered public accounting firm
for the fiscal year ending December 31, 2013 and 2014.
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Who is entitled to vote?
Holders
of our common stock as of the close of business on March 31, 2014, the record date, may vote at the Annual Meeting. As of the
record date, we had 236,224,067 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder
of common stock of San Lotus will be entitled to one vote for each share of common stock held as of the close of business on the
record date. We do not have cumulative voting rights for the election of directors.
Registered
Stockholders
. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder
of record with respect to those shares, and Notice of the Annual Meeting (the “Notice”) was provided to you directly
by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy
card or to vote in person at the Annual Meeting.
Who is San Lotus Holding Inc.’s
transfer agent and how may I contact them?
San Lotus’s transfer agent is VStock
Transfer LLC, or VStock. You may e-mail VStock or you can call VStock at +1 (212) 828-8436, Monday through Friday between 9:00am-5:00pm
ET. Materials may be mailed to VStock at:
VStock Transfer LLC
77 Spruce Street, Suite 201
Cedarhurst, NY 11516
www.vstocktransfer.com
How do I vote?
If you are a stockholder of record, you
can submit a proxy to be voted at the meeting in the following ways:
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Vote By Mail
: You can vote by mail by completing the proxy card, date it and sign it, and
mail the proxy to our offices at 3F B302C, No. 185 Kewang Road, Longtan Township, Taoyuan County 325, Taiwan (R.O.C.), Attn: Chen
Kuan Yu, Secretary, so that it is received prior to the Annual Meeting; or
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Vote In Person
: You can attend the Annual Meeting in person where you may vote by written
ballot.
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Can I change
my vote?
Yes.
If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting by:
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returning a later-dated proxy card so that it is received before the Annual Meeting;
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notifying the Secretary of San Lotus, in writing, at the address listed on the front page; or
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completing a written ballot at the Annual Meeting.
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What is the
effect of giving a proxy?
Proxies
are solicited by and on behalf of our Board of Directors. The persons named in the proxy have been designated as proxies by our
Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted
at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the
shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described
in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine
how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares at the adjourned meeting date
as well, unless you have properly revoked your proxy instructions, as described above.
What is a quorum?
A
quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our
Bylaws and Nevada state law. The presence, in person or by proxy, of a majority of the aggregate voting power of the issued and
outstanding shares of stock entitled to vote at the meeting will constitute a quorum at the meeting. The shares subject to a proxy
which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes
of determining the presence of a quorum. Abstentions are voted neither “for” nor “against” a matter but
are also counted in the determination of a quorum.
How many votes are needed for approval
of each matter?
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Proposal No. 1
: The election of directors requires a plurality vote of the shares of common
stock voted at the meeting. “Plurality” means that the individuals who receive the largest number of votes cast “for”
are elected as directors. As a result, any shares not voted “for” a particular nominee will not be counted in such
nominee’s favor.
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Proposal No. 2; 3; and 4
: The approving to list San Lotus Holding Inc. on the Capital Market
of NASDAQ; to seek IPO through NASDAQ; and to ratify the appointment of KCC & Associates must receive the affirmative vote
of a majority of the votes cast by the holders of shares represented in person or by proxy at the meeting and entitled to vote
thereon to be approved. Abstentions will have no effect on the outcome of this proposal.
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How are proxies
solicited for the Annual Meeting?
The
Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be
borne by San Lotus. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy
materials to you if a broker or other nominee holds your shares.
What does it mean if multiple members
of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?
The
SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices
and proxy materials with respect to two or more stockholders sharing the same address by delivering a single notice or set of proxy
materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents,
we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received
contrary instructions from any stockholder at that address. This practice, known as “householding,” allows us to satisfy
the requirements for delivering Notices or proxy materials with respect to two or more stockholders sharing the same address by
delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of
mail you receive and helps to preserve the environment. If you currently receive multiple
copies
of the
Notice or proxy materials at your address
and would like to request “householding” of your communications, please contact the Company or your broker. Once you
have elected “householding” of your communications, “householding” will continue until you are notified
otherwise or until you revoke your consent.
Is my vote
confidential?
Proxy
instructions, ballot, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting
privacy. Your vote will not be disclosed either within San Lotus or to third parties, except as necessary to meet applicable legal
requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
VOTING SECURITIES
AND PRINCIPAL SECURITY HOLDERS
The following table
provides the names and addresses of each person known to us to own more than 5 percent of our outstanding shares of common stock
as of March 31, 2014 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares
are owned directly and the stockholders listed possesses sole voting and investment power with respect to the shares shown.
Title of Class
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Name & Address of
Beneficial Owners
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Number of Shares
Beneficial Owned
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Percentage
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Common
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Yu, Chien-Yang(1)
Office
B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
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40,216,766
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17.06
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%
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Common
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Chen, Kuan-Yu(2)
Office
B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
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9,851,574
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4.18
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%
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Common
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Lin, Mu-Chen
Office
B302C, 185 Kewang Road, Longtan Township, Taoyuan County 325,
Taiwan(R.O.C)
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12,000
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0.00
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%
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Common
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Chen Tseng, Chih-Ying
9971
Deagle Road
Richmond, British Columbia
Canada V7A 1P9
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782,125
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0.33
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%
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Common
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Chen,Li-Hsing
9971
Deagle Road
Richmond, British Columbia
Canada V7A 1P9
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76,903
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0.03
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%
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Common
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Yang, Tai-Ming
Office
B302C, 185 Kewang
Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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2,842,999
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1.20
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%
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Common
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Lai,Wen-Ching
Office
B302C, 185 Kewang Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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2,457,544
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1.04
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%
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Common
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Wu,Kuo-Chen
Office
B302C, 185 Kewang
Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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3,805,327
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1.61
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Common
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Lo,Fun-Ming(3)
Office
B302C, 185 Kewang
Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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24,040,389
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10.20
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%
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Common
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Chou,Shu-Hui(3)
Office
B302C, 185 Kewang Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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8,013,463
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3.40
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%
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Common
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Hsiao,Young-Yi
Office
B302C, 185 Kewang
Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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0
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0.00
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%
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Common
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Teng,Wei-Yuan
Office
B302C, 185 Kewang
Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
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0
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0.00
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%
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Common
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Yueh,Jung-Lin
Office
B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
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8,500,000
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3.60
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%
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Common
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Luc, Moc-Thuy
Office
B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
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0
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0.00
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%
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Common
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Chiang,Yu-Chang(4)
1,
No. 1 93, Yangguan Street Neihu District, Taipei City 114,
Taiwan (R.O.C.)
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2,862,334
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1.21
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%
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Common
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Da Chuang Business Management
Consultant
Co. Ltd(5 )
3F., No.132, Gongyi Rd., West
Dist., Taichung City 403,
Taiwan (R.O.C.)
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12,836,935
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5.45
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%
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Common
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DENG DONG LTD.
1st
Floor, Dekk House, Zippora Street, Providence Industrial Estate, Mahe, Republic of Seychelles
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19,227,238
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8.16
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%
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Total
(6)
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135,525,597
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57.47
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%
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(1) (i) Yu Chien-Yang is our vice president
and director.(ii) Consists of 142,677 shares of common stock beneficially owned by Yu Chien-Yang; (iii) 151,593 shares of common
stock beneficially owned by Songhai Mgt. Consulting Co. Ltd., a Taiwan (R.O.C.) limited company, over which Mr. Yu exercises voting
and investment control; (iv) 6,008,011 shares of common stock beneficially owned by Darkin Ltd., a Seychelles limited company,
over which Mr. Yu exercises voting and investment control; (v) 3,337,784 shares of common stock beneficially owned by Gold Piven
Ltd., a BVI limited company, over which Mr. Chen, Kuan-Yu exercises voting and investment control;(vi) 731,876 shares of common
stock beneficially owned by Ping East Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control;(vii)
1,268,537 shares of common stock beneficially owned by Rocky Yu Ltd., a Seychelles limited company, over which Mr. Yu exercises
voting and investment control;(viii) 1,268,537 shares of common stock beneficially owned by Jackson Yu Ltd., a Seychelles limited
company, over which Mr. Yu exercises voting and investment control;(ivv) 1,268,537 shares of common stock beneficially owned by
Dennis Yu Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control (vv) 26,039,214 shares
of common stock beneficially owned by Ocean Reserve Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and
investment control.
(2) (i)Chen, Kuan-Yu is our secretary and
director.(ii) Consists of 254,132 shares of common stock beneficially owned by Chen, Kuan-Yu (iii) 6,800,222 shares of common stock
beneficially owned by Wang Wang Ltd., a Seychelles limited company, over which Mr. Chen exercises voting and investment control
(iv) 1,547,220 shares of common stock beneficially owned by Allegro Equity Ltd., a Seychelles limited company, over which Lia Wang,
Mr. Chen’s wife, exercises voting and investment control. (v) 1,250,000 shares of common stock beneficially owned by Bellini
Ventures Ltd., a Seychelles limited company, over which Lia Wang, Mr. Chen’s wife, exercises voting and investment control.
(3) (i) Lo, Fun-Ming and Chou, Shu-Hui
are our directors. (ii) 80,134,630 shares of common stock beneficially owned by DA TEH FU Co. Ltd., a Seychelles limited company,
over which Mr. Lo, Ta, Mr. Lo, Fun-Ming’s son, exercises voting and investment control (iii) DA TEH FU Co. Ltd is 30 percent
owned by Lo, Fun-Ming, 10 percent owned by Chou, Shu-Hui and 60 percent owned by Lo, Ta.
(4) (i) Chiang Yu-Chang is chairman of
our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) company.(ii) Consists of 12,000 shares
of common stock beneficially owned by Chiang Yu-Chang (iii) 2,600,000 shares of common stock beneficially owned by Big Head Fish
Ltd., a Seychelles limited company, over which Mr. Chiang exercises voting and investment control. (iv) 250,334 shares of common
stock beneficially owned by Yamiyo Limited, a Seychelles limited company, over which Mr. Chiang exercises voting and investment
control.
(5) Da Chuang Business Management Consultant
Co., Ltd., a Taiwan (R.O.C.) corporation, is 7.59 percent owned by Chen Kuan-Yu, 14.31 percent owned by Yu Chien-Yang, and 1.06
percent owned by Chiang Yu-Chang. Mr. Chen exercises voting and investment control.
(6) Based on 236,224,067 shares of
common stock outstanding as of April 9, 2014.
PROPOSAL NO.
1
ELECTION OF
DIRECTORS
Our
Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors currently
consists of 15 members. Our Bylaws provided for a classified board of nine to 15 directors consisting of two classes of directors,
with Class I directors serving two-year terms and Class II directors elected annually.
Each
director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation
or removal. The nominees for each class of directors is set forth in the table below.
Our Bylaws provided
that our Board of Directors or our stockholders may fill vacant directorships. Any additional directorships resulting from an increase
in the authorized number of directors would be distributed among the two classes as the Board of Directors determines in its discretion.
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Current
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Expiration of Term
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Nominees
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Class
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Age
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Position
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Year
Elected Director
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Term
Expires
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For
Which Nominated
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KWONG, EDWIN
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II
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53
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Director
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—
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2015
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WU, TSUNG-LUN
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II
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29
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Director
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—
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—
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2015
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CHEN, CHUAN-CHUNG
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II
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45
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Director
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—
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—
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2015
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YUEH, JUNG-LIN
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II
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63
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Director
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2013
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2014
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2015
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LAI, CHIA-LING
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II
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27
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Director
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—
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—
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2015
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Class II Nominees for Director
Yueh, Jung
Lin
is General Manager of Gold Sponsor Enterprises, where he served in such capacity since 2002 in Thailand. Mr. Yueh managed
Golden Strokes Enterprise Co., Ltd. as Chairman since 1990.
Gold Sponsor Enterprises and
Golden Strokes Enterprises Co., Ltd. are companies specializing in the manufacture and supply of footwear and luggage. The companies
also have operations in supplying automobile parts, electrical, packaging and various other industrial components. Mr. Yueh
has an Associate Degree in Business Administration from Tunghai University. We believe Mr. Yueh’s business experience and
insight will be beneficial to us in overseeing our business. Mr. Yueh resides in Thailand.
Chen,
Chuan-Chung
is the president of Autarky Management Consulting Inc. He is involved in all aspects of the business, from
client facing functions to engagement execution in management consulting.
Mr. Chen
established his own law firm in 1999, Chen & Associates, which mainly provided local and international legal and commercial
services. He was a legal counsel for over 300 middle and small sized enterprises. Mr. Chen was also active in providing pro bono
representation for government bodies and non-profit organizations, such as Taoyuan County; Taoyuan City; and National Taipei University.
Furthermore, he gained extensive experience in the government. Mr. Chen qualified as a civil
servant; judge; prosecutor; and attorney by passing various national examinations in 1993 and 1994. He was an official of Taiwan’s
Ministry of Finance, focusing on consumer dispute resolution in the insurance industry. Mr. Chen resides in Taoyuan, Taiwan.
Lai,
Chia Ling
is a human resources manager at Autarky Services Inc since 2012. Ms. Lai earned her bachelor’s degree
in Education at National Taitung University, Taiwan.
Based on her experiences in human resources and business administration,
we believe Ms. Lai
’s business experience and ability will be beneficial to the Company.
Ms. Lai resides in Taoyuan, Taiwan.
Wu, Tsung-Lun
is an independent financial consultant since 2012. Mr. Wu previously served as a financial analyst for D&J Group from
2010 to 2011. During that time, he managed client relationship for both individual and institutional clients, including several
listed companies in Taiwan. Mr. Wu majored in mechanical engineering at the National Taiwan University and is a CFA charterholder.
Mr. Wu resides in Taipei.
Kwong, Edwin
is the President,
CEO of GUI Corporations dba Mega Productions; HempCon Inc; and American Youth Obesity Research and Prevention Foundation. Mr. Kwong
earned his bachelor’s degree in mathematics and computer science from the University of California, Los Angeles, and earned
his master’s degree in computer science from the University of South California in 1986. After working for computer industry
for many years, he left the computer industry in 1992 to begin his career as an entrepreneur. We believe his abundant experiences
in company managements will be beneficial to us in overseeing our business. Mr. Kwong resides in California.
Vote Required
Assuming a quorum
is present, a plurality of the votes cast at the annual meeting of stockholders by the stockholders entitled to vote in the election,
either in person or by proxy, is required to elect the director nominees.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH OF THE NOMINEES OF CLASS II DIRECTORS NAMED ABOVE.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table identifies certain information about our directors and executive officers as of April 9, 2014. Officers are elected
by the Board of Directors to hold office until their successors are elected and qualified.
Name
|
|
Position
|
|
Age
|
|
|
|
|
|
Chen, Li-Hsing
|
|
President, Chairman
|
|
66
|
|
|
|
|
|
Chen,Tseng Chih-Ying
|
|
Chief Executive Officer, Director
|
|
55
|
|
|
|
|
|
Lin, Mu-Chen
|
|
Chief Financial Officer
|
|
34
|
|
|
|
|
|
Yu,Chien-Yang
|
|
Vice President and Director
|
|
44
|
|
|
|
|
|
Chen,Kuan-Yu
|
|
Secretary
|
|
37
|
|
|
|
|
|
Lo, Fun-Ming
|
|
Director
|
|
70
|
|
|
|
|
|
Luu, Moc Thuy
|
|
Director
|
|
42
|
|
|
|
|
|
Chou, Shu-Hui
|
|
Director
|
|
49
|
|
|
|
|
|
Wu, Kuo-Chen
|
|
Director
|
|
54
|
|
|
|
|
|
Yang,Tai-Ming
|
|
Director
|
|
64
|
|
|
|
|
|
Yueh, Jung-Lin
|
|
Director
|
|
63
|
|
|
|
|
|
Lai,Wen-Ching
|
|
Director
|
|
56
|
|
|
|
|
|
Teng,Wei-Yuan
|
|
Director
|
|
54
|
|
|
|
|
|
Hsiao,Young-Yi
|
|
Director
|
|
57
|
Set forth below is a brief description
of the background and business experience of each of our executive officers and directors for the past five years.
Chen, Li-Hsing, President, Chairman
has been our President and a director since 2011. Mr. Chen was named Chairman of the Board of Directors in 2013. Mr. Chen has also
been the Chief Executive Officer of USA XO Tours Inc., a California-based travel agency, for the past five years. He is also the
Chief Executive Officer of
TBWTV Inc., a California television
station, a position he has held since 2011. Mr. Chen is an experienced executive who we believe brings along the work experience
necessary in starting up a business in the travel/leisure industry. Prior to joining USA XO Tours Inc., from 1996-2006, Mr. Chen
owned and managed Century International High School, a Vancouver, British Columbia high school geared toward international students
desiring to obtain a Canadian diploma and pursue post-secondary education in Canada. During that same time period, Mr. Chen also
owned and operated Century College, a Vancouver, British Columbia post-secondary school established in 1996 focused on teaching
English as a Second Language to foreign students. Mr. Chen obtained his Ph.D. in Education from Spalding University in Kentucky,
a Master’s degree in Public Administration from the University of San Francisco in California and a Bachelor’s degree
in architecture from National Taipei University of Technology in Taiwan. Mr. Chen is the husband of our Chief Executive Officer,
Chen Tseng Chih Ying. Mr. Chen resides in Vancouver, British Columbia and California.
Chen, Tseng Chih-Ying
has served
as our Chief Executive Officer and a director since 2011. She has been the President of XO Tours Canada Ltd., a Canadian travel
agency, for the past 15 years. She is an experienced executive who we believe brings along the work experience and knowledge necessary
to start up and run a business in the travel and leisure industry. Mrs. Chen obtained a Master’s degree in Public Administration
from the University of San Francisco in California and received a Bachelor’s degree in Chinese Literature from Providence
University in Taiwan. Mrs. Chen is the wife of our President, Mr. Chen Li Hsing. Ms. Chen resides in Vancouver, British Columbia
and California.
Lin, Mu-Chen
has served as our Chief
Financial Officer since 2011. From 2006 to 2009, Ms. Lin was an auditor at Price Waterhouse Coopers in Taiwan. From 2003 to 2005,
Ms. Lin served as an auditor at Earnest & Co., CPAs. Ms. Lin obtained a Bachelor of Commerce at Soochow University, Taiwan,
in 2003 and was certified as a public accountant in Taiwan in 2008. Ms. Lin serves on the boards of several private companies and
acts as internal accountant for several private companies. Ms. Lin resides in Taiwan.
Yu, Chien-Yang
has been our Vice
President and a director since 2011. He has been an owner/operator of his own business for the past 20 years. He built and operated
his own gift and premium goods business (items such as corporate gifts, pens, bags, and umbrellas with corporate logos) both on
the manufacturing front and the wholesale end. Mr. Yu is currently the President of Songhai Mgt Consulting Company LTD, a Taiwan
company. Mr. Yu previously was the owner and operator for Jin Su Limited, a souvenir design firm based in Taiwan, and Chuang Ju
International Limited, a manufacturing company based in Taiwan. Mr. Yu serves on the board of several private companies and also
involved in the management of several private entities. We believe his experience building and running businesses will be beneficial
to us. Mr. Yu resides in Taiwan.
Chen, Kuan-Yu
has served as our
Secretary since 2011. From 2010 to 2011, Mr. Chen served as an Associate Director with AON Corporation in Hong Kong. From 2008
to 2009, Mr. Chen was a Senior Consultant with LI Far East Limited, a Hong Kong company. From 2007 to 2008, Mr. Chen was a Manager
with Deloitte Actuarial and Insurance Solutions in Hong Kong. From 2000 to 2006, Mr. Chen was an Actuary with MetLife, where he
was based in New York for four years and in Taiwan for two years. Mr. Chen received his B.A. in Applied Mathematics from Queen’s
University in Canada in 2000 and was qualified as an actuary by the Society of Actuaries in 2004. Mr. Chen serves on the boards
of several private companies and is involved in the management of several private enterprises. Mr. Chen resides in Hong Kong and
Taiwan.
Lo, Fun-Ming
is Chairman of Yao
De International Resort & Hotel Development Co., Ltd., where he has served in such capacity since its founding in 1988. Yao
De International Resort & Hotel Development Co., Ltd. owns and operates the Royal Country Club golf course and recreation area
in the city of Taichung in Central Taiwan. Mr. Lo obtained a Masters in Engineering Sciences from Middle East Technical University,
Turkey, in 1971. Mr. Lo’s many years of experience operating a country club and recreation facility provides him with insight
into the leisure and recreation business that will assist. Mr. Lo resides in Taiwan.
Luu, Moc Thuy
is the CEO and founder
of SmileViet Travel Co., where he has served in such capacity since 2005. SmileViet Travel Co. is a travel agency that provides
services and tours in Vietnam, Thailand, Indonesia, Singapore, Malaysia, parts of the Americas and Europe. From 1995 to 1998, Mr.
Luc worked a travel guide for Haco Tour 8, a company providing touristic services in Vietnam for clients from Taiwan, Hong Kong,
and China. From 1998 to 2004, Mr. Luc worked as a travel guide for Cantho Travel Co., a company providing touristic services in
Vietnam for clients from Taiwan and Hong Kong. Mr. Luc’s experience building and running travel agencies will assist the
Board of Directors by providing insight into how such companies operate. Mr. Luu resides in Hanoi, Vietnam.
Chou, Shu-Hui
is President of Da
Teh Fu Co., Ltd., where she has served in such capacity since 2006. Da Teh Fu Co., Ltd. is a company that specializes in business
communications software, electronics, and telecommunications equipment. From 1994 to 1996, Ms. Chou served as a special assistant
to legislator Chung Li Te, where she assisted with various matters including finance and electorate services. Ms. Chou obtained
a Bachelor of Arts in Economics from Soochow University in 1986. We believe her knowledge of business will add value to the Board
of Directors. She resides in Taipei, Taiwan.
Wu, Kuo-Chen
is the retired Chairman
of Demin Industrial Co., Ltd., where he has served in such capacity from 1995 to 2007. From 1986 to 2004, Mr. Wu was Chairman at
Ka Shiang Industrial Co., Ltd., a company specializing in the metal products manufacturing sector. We believe Mr. Wu’s many
years of business experience will add value to our company. Mr. Wu resides in Taichung, Taiwan.
Yang, Tai-Ming
is Production Supervisor
of UHAO Lighting Company, a company specializing in manufacturing high tech lighting fixtures and related electronics, where he
has served in such capacity since 2010. Previously, Mr. Yang was a supervising manager of Dongxin CNC Milling Company from 1983
until 2010, where he gained extensive experience in the iron processing industry. We believe Mr. Yang’s experience in business
management will be beneficial to us. Mr. Yang resides in Taichung, Taiwan.
Yueh, Jung- Lin
is General Manager
of Gold Sponsor Enterprises, where he served in such capacity since 2002 in Thailand. Mr. Yueh managed Golden Strokes Enterprise
Co., Ltd. as Chairman since 1990. Gold Sponsor Enterprises and Golden Strokes Enterprises Co., Ltd. are companies specializing
in the manufacture and supply of footwear and luggage. The companies also have operations in supplying automobile parts, electrical,
packaging and various other industrial components. Mr. Yueh has an Associate Degree in Business Administration from Tunghai University.
We believe Mr. Yueh’s business experience and insight will be beneficial to us in overseeing our business. Mr. Yueh resides
in Thailand.
Lai, Wen-Ching
is Director of Hung
Chin Machinery Co., Ltd., a CNC lathe company, where he has served in such capacity since 1980. He is also General Manager of Shun
Bin Industrial Co., Ltd., an exporter of motor vehicle parts, where he has held such position since 1985. Mr. Lai is also Director
and Partner of Investment Yan Zi International, Inc. and an independent consultant advising on various business matters for the
Taichung City Government since 2005. We believe Mr. Lai’s many years of business experience will be beneficial to our company.
Mr. Lai resides in Taichung, Taiwan.
Teng, Wei-Yuan
is CEO of Yiu Tak
International Recreation Co., a leisure company, where he has served in such capacity since 1988. Mr. Teng is also Chairman of
JumboTek Technology Co., Ltd., a MLVs, varistors and special overvoltage protective devices company since 2002. From 2007 to 2010,
Mr. Teng was also Chairman and Vice President of Fuyang Construction Co., a construction company located in Miaoli County. From
2006 to 2009, Mr. Teng was Chairman of Yi Sheng Technology Co., Ltd., an electronics power adapter company. We believe Mr. Teng’s
extensive expertise in business management and his experience in the real estate development and leisure industries will add value
to our company. Mr. Teng resides in Miaoli County, Taiwan.
Hsiao, Young-Yi
is a strategic planning
advisor for the Royal Golf Club in Miaoli County, Taiwan and also serves as a consultant to Golf Digest magazine and Sunshine Golf
Utilities Company Limited, positions he has held since 2009. From 2009 until present, Mr. Hsiao has also acted as a consultant
to Ke Hutchison International Limited and for the Northeast Asia Foundation for the Advancement of Peace. From 2004 until 2009,
Mr. Hsiao was an advisor and consultant to Republic of China Golf Course Business Association. From 1987 to 2004, Mr. Hsiao was
a general manager with Blue Bird Golf International Services Co., a golf consulting firm. From 1984 to 1987, Mr. Hsiao was a general
manager of sporting goods with Blue Bird Golf Pro Shop Co., Ltd. From 1981 to 1984, Mr. Hsiao worked at the import and foreign
exchange branch of Dai-Ichi Kangyo Bank, a Japanese bank, where he was based in Taipei. Mr. Hsiao received his B.A. in Business
Administration from National Cheung Kung University in 1979.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 requires the Company’s directors, officers and holders of more than 10 percent of
the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and any other equity securities of the Company.
Based solely on
our review of the copies of such reports received by us, we believe that for the fiscal year ended December 31, 2014, all Section
16(a) filing requirements applicable to our officers, directors and 10 percent stockholders were complied with.
Meetings and
Committees; Management Matters
The Board of Directors
held two(2) formal meetings during the year ending December 31, 2013. The Board of Directors will be meeting periodically going
forward now that we are an SEC reporting company. We do not have a formal policy regarding attendance by members of our board of
directors at the annual meeting of stockholders, but we strongly encourage all members of our board of directors to attend the
annual meeting of stockholders and expect such attendance except in the event of exigent circumstances.
Our Board of Directors
does not have a standing audit committee, nominating committee, compensation committee or any other committee performing similar
functions. At present, our entire board of directors is responsible for these functions. We intend to establish such committees
and policies concerning the functioning of these committees in the near future.
Nominating Committee
Our Board of Directors
does not have a nominating committee. At present, our entire Board of Directors is responsible for this function, however, we intend
to establish a nominating committee in the near future.
Our Board of Directors
uses a variety of methods for identifying and evaluating nominees for director. It regularly assesses the appropriate size of the
Board of Directors and whether any vacancies exist or are expected to due to retirement or otherwise. If vacancies exist, are anticipated
to exist or otherwise arise, our Board of Directors considers various potential candidates for director. Candidates may come to
the Board’s attention through current members of our Board of Directors, stockholders or other persons. These candidates
are evaluated at regular or special meetings of our board of directors and may be considered at any point during the year. Our
Board of Directors will consider candidates for director that are nominated by stockholders in accordance with the procedures regarding
the inclusion of stockholder proposals in proxy materials set forth in the section entitled “Stockholder Proposals”
in this proxy statement. In evaluating such recommendations, our Board of Directors uses the qualifications and standards discussed
below and seeks to achieve a balance of knowledge, experience and capability on our Board of Directors.
Qualifications
for consideration as a director may vary according to the particular areas of expertise that may be desired in order to complement
the qualifications that already exist among our Board of Directors. Among the factors that our directors consider when evaluating
proposed nominees include independence, financial literacy, business experience, character, judgment and strategic vision. Other
considerations would be their knowledge of issues affecting out business, their leadership experience and their time available
for meetings and consultation on company matters. Our directors seek a diverse group of candidates who possess the background skills
and expertise to make a significant contribution to our Board of Directors, our company and our stockholders.
Stockholder Communications
Our Board of Directors
has implemented a process for our stockholders to send communications to our Board of Directors. Any stockholder desiring to communicate
with our Board of Directors, or with specific individual directors, may do so by writing to Mr. Chen, Kuan Yu, Corporate Secretary,
San Lotus Holding Inc., 3F B302C, No. 185 Kewang Road, Longtan Township, Taoyuan County 325, Taiwan (R.O.C.). Our Corporate Secretary
has the authority to disregard any inappropriate communications or take other appropriate actions with respect to any such inappropriate
communications. If deemed an appropriate communication, our Corporate Secretary will submit a stockholder’s correspondence
to our Chairman of the Board of Directors, or to any specific director to whom the correspondence is directed.
Code of Ethics
We have not yet
adopted a code of business conduct and ethics for our directors, officers and employees, although we intend to do so in the near
future.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
There
has been no
compensation
awarded to, earned by, or paid to any of our executive officers
or directors during our completed
fiscal years ending on
December 31, 2012 and 2013.
Option Grants Table
There were no individual grants of stock
options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from
inception through December 31, 2012.
Aggregated Option Exercises and Fiscal
Year-End Option Value Table
There were no stock options exercised during
the period ending December 31, 2012 by the executive officers named in the Summary Compensation Table.
Long-Term Incentive Plan Awards Table
There were no long-term incentive plan
awards made to named executive officers in the last completed fiscal year under any long-term incentive plan.
Compensation of Directors
Directors are permitted to receive fixed
fees and other compensation for their services as directors on our Board of Directors and the Board of Directors has the authority
to fix the compensation of directors. At present, no amounts have been paid to, or accrued to, directors in such capacity. None
of our directors is independent.
Employment Agreements
At
present, we have no employment agreements with any of our executive officers. We will enter into compensation plans with our executive
officers as our business develops.
Indemnification
arrangements
Our
Bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada
Revised Statutes governing corporations. Consequently, San Lotus shall have the power to indemnify any director, officer, employee
and agent of San Lotus who was or is a party or is threatened to be made a party to any proceeding (other than an action by or
in the right to procure a judgment in its favor) against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding, provided that the Board of Directors shall find that the director, officer,
employee or agent acted in good faith and in a manner which such person reasonably believed in the best interests of San Lotus
and, in the case of criminal proceedings, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere shall not, of itself, create a presumption that such
person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of San Lotus
or that such person had reasonable cause to believe such person’s conduct was unlawful.
Our
bylaws allow for the indemnification of directors, officers, employees or agents of the corporation, should any of those individuals
be threatened with or made a party to any legal action concerning actions they took on behalf of the Company, so long as the Board
of Directors determines that the director, officer or employee acted in good faith and in a manner reasonably believed to be in
the bests interests of the Company. We believe that these charter provisions are necessary to attract and retain qualified persons
such as directors, officers and key employees. At this time, we have not entered into any indemnification agreements with our officers,
directors or employees. We plan to maintain directors’ and officers’ liability insurance in the near future.
The limitation
of liability and indemnification provisions in our Bylaws may discourage stockholders from bringing a lawsuit against our directors
and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors
and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment
may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as
required by these indemnification provisions.
At present, there
is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required
or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we
have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Related
Party Transactions
1.
Related transaction on September 17, 2013, which was disclosed in our current report on Form-8K filed September 20, 2013.
On
September 17, 2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered
into a stock purchase agreement to purchase Da Ren International Development Inc. from its shareholders, Chang Cheng-Sung, Liao
Chi-Sheng, Yu Chien-Yang, our vice president and director, and Da Chuang Business Management Consultant Co., Ltd., a Taiwan (R.O.C.)
corporation, to acquire 100 percent of the outstanding share of common stock in Da Ren in exchange for a promissory note in the
amount of TWD $91,996,524 (US$3,070,645).
2.
Related transaction on
October 29, 2013
, which was disclosed in our current
report on Form-8K filed on November 4, 2013.
On October 29,
2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered into a land
purchase agreement (the “LPA”) with Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd., a Taiwan
(R.O.C) corporation, to acquire 29,332.7000 square meters of land located in the Xinhua Section of Xinpi Township, Pingtun County,
Taiwan (R.O.C.). Mr. Yu is our vice president and director and he holds a 29.31 percent ownership interest in Da Chuang. Chen Kuan-Yu,
our secretary and director, and Chiang Yu-Chang, Green Forest’s chairman, hold 7.56 percent and 1.18 percent ownership interests,
respectively, in Da Chuang.
3.
Related transaction on December
27
, 2013
, which was disclosed in our current report on Form-8K filed on
December 30, 2013.
On December 27,
2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered into a land
purchase agreement with Yu, Chien-Yang to acquire 35,251 square meters of land in Dataoping Section of Zaoqiao Township, Miaoli
County, Taiwan (R.O.C.) and 41,184 square meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan (R.O.C.),
all of which is 76,435 square meters.
4.
Related
Transaction on March 13, 2014 which was disclosed in our current report on Form-8K filed on March 14,
2014
On March 13, 2014, our wholly-owned subsidiary,
Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation (“Green Forest”), entered into a land purchase
agreement (the “LPA”) with Lo, Fun-Ming ( the “Seller”) to acquire 35,790.4921 square meters of land in
Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan (R.O.C.) and 281, 116.5 square meters of land in Laotianliao Section
of Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 316, 906.9921 square meters (the “Land”).
5. On December 12, 2012, we entered into a stock purchase agreement
with our vice president and secretary, Yu Chien Yang and Chen Kuan Yu, to sell them our entire ownership interest in TBWTV Inc.
6. On September 13, 2012, we entered into stock purchase agreements
with our vice president, Yu Chien Yang, and secretary, Chen Kuan Yu, to sell our entire ownership interest in A Benbow Holding
Inc.
PROPOSAL NO.
2
LISTING ON
NASDAQ CAPITAL MARKET BY MEETING ALL REQUIREMENTS
The Board of Directors proposes to
seek listing shares of San Lotus Holding Inc. (the “Company”) on the Capital Market of NASDAQ by meeting specific requirements
of Financial; Liquidity; and Corporate Governance. NASDAQ Listing Rules 5505(a) and (b)(1) provides following Financial and Liquidity
requirements to be satisfied for the Company to list on the Capital Market of NASDAQ:
Requirements
|
|
Equity Standard
|
|
|
|
Stockholders’ Equity
|
|
$5million
|
|
|
|
Market Value of Publicly Held Shares
|
|
$15 million
|
|
|
|
Operating History
|
|
2 years
|
|
|
|
Publicly Held Shares
|
|
1 million
|
|
|
|
Shareholders
|
|
300
|
|
|
|
Market Makers
|
|
3
|
|
|
|
Bid Price or Closing Price
|
|
$4
|
|
|
$3
|
As of March 31,
2014, the Stockholder’s Equity of Company is in amount of $40,508,176, and the Market Value of Publicly Held Shares of the
Company is $154,044,465. The Company was incorporated on June 21, 2011, and the number of all publicly held shares is 51,348,155.
The Company is owned by 419 shareholders. Currently, three market makers provide quotes for the Company and the Company’s
shares closed at $3.0 as of March 31, 2014. As to NASDAQ’s requirements on Corporate Governance, the Board of Directors would
initiate the preliminary discussions about how to meet such requirements.
Vote Required
and Board of Directors’ Recommendation
Assuming a quorum
is present, the affirmative vote of a majority of the votes cast at the annual meeting of stockholders, by the stockholders entitled
to vote at the annual meeting of stockholders, either in person or by proxy, is required for approval of this proposal.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” SEEKING TO LIST SAN LOTUS HOLDING
INC.
ON THE CAPITAL MARKET OF NASDAQ.
PROPOSAL
NO. 3
INITIAL PUBLIC
OFFERING THROUGH THE CAPITAL MARKET OF NASDAQ
The Board of Directors
proposes to seek an initial public offering thorough the capital market of NASDAQ ( the “IPO”). The Board of Directors
would initiate the preliminary discussions about how to proceed with the IPO. Accordingly, to date, the
Company is not able
to estimate any specific schedule to proceed with the IPO. Such discussions initiated by the Board of Directors would include,
but not be limited to, all practices applicable to proceed with the IPO, such as contacting and/or cooperating with any proper
underwriters and/or professionals in proceeding of the IPO. The affirmative approval of a majority of the votes cast on this proposal
shall authorize the Board of Directors and /or the executive officers designated by the Board of Directors to proceed with all
applicable practices to seek the IPO.
Vote Required
and Board of Directors’ Recommendation
Assuming a quorum
is present, the affirmative vote of a majority of the votes cast at the annual meeting of stockholders, by the stockholders entitled
to vote at the annual meeting of stockholders, either in person or by proxy, is required for approval of this proposal.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” SEEKING INITIAL PUBLIC OFFERING
THROUGH
THE CAPITAL MARKET OF NASDAQ.
PROPOSAL NO.
4
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
has approved to discharge the firm of KCCW Accountancy Corp, and to appoint the firm of KCC & Associates as our current independent
registered public accountants to audit our financial statements for the years ending December 31, 2013 and 2014, which is
disclosed in our current report on Form-8K filed on March 7, 2014.
Notwithstanding
its selection, and even if our stockholders ratify the selection, our Board of Directors, in its discretion, may appoint another
independent registered public accounting firm at any time during the year if the Board of Directors believes that such a change
would be in the best interests of San Lotus and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify
the discharge of KCCW Accountancy Corp. and appointment of KCC & Associates as our independent registered public accounting
firm for the years ending December 31, 2013 and 2014.
Our Board of Directors
is submitting the selection of KCC & Associates to our stockholders because we value our stockholders
’
views
on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of KCC &
Associates will be present at the Annual Meeting, whether in person, telephonically or electronically, and they will have an opportunity
to make statements and will be available to respond to appropriate questions from stockholders in person or telephonically.
Fees Paid to the Independent Registered
Public Accounting Firm
Fees paid to our predecessor
auditor
Below is the table of Audit Fees (amounts
in US$) billed by our predecessor auditor, KCCW Accountancy Corp., for services rendered in connection with the audit of the Company’s
annual financial statements for the years ended December 31, 2011 and 2012:
Financial
Statements for
the Year Ended
December 31
|
|
Audit Services
|
|
|
Audit
Related Fees
|
|
|
Tax Fees
|
|
|
Other Fees
|
|
2011
|
|
$
|
5,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
$
|
16,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
50,300
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Fees paid to our successor auditor
Below is the table of Audit Fees (amounts
in US$) billed by our successor auditor, KCC & Associates, for services rendered in connection with the audit of the Company’s
annual financial statements for the years ended December 31, 2013:
Financial
Statements for
the Year Ended
December 31
|
|
Audit Services
|
|
|
Audit
Related Fees
|
|
|
Tax Fees
|
|
|
Other Fees
|
|
2013
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Fees of Audit Services consist of fees
billed for professional services in connection with the audit of our consolidated financial statements and review of our quarterly
consolidated financial statements.
Auditor Independence
Under
its charter, the Board of Directors pre-approves audit and non-audit services rendered by our independent registered public accounting
firm, KCC & Associates ( the “KCC”). To date, KCC has not performed any non-audit related services for the Company.
In the event the Company requires non-audit services from KCC, the Board of Directors will need to review the matter and determine
whether the rendering of such non-audit services for tax compliance, structure advice or other matters by KCC & Associates
is compatible with maintaining the principal accountants’ independence.
Pre-Approval Policies and Procedures
Consistent with
requirements of the SEC and the Public Company Oversight Board, or PCAOB, regarding auditor independence, our Board of Directors
is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm.
In recognition of this responsibility, our Board of Directors generally pre-approves of all audit and permissible non-audit services
provided by the independent registered public accounting firm. These services may include audit services, audit-related services,
tax services and other services.
Vote Required
and Board of Directors’ Recommendation
Assuming a quorum
is present, the affirmative vote of a majority of the votes cast at the annual meeting of stockholders, by the stockholders entitled
to vote at the annual meeting of stockholders, either in person or by proxy, is required for approval of this proposal.
THE BOARD OF
DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION
OF THE APPOINTMENT OF KCC & ASSOCIATES.
ADDITIONAL
INFORMATION
Stockholder Proposals for 2015 Annual
Meeting
Any stockholder
who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange
Act. For such proposals to be included in our proxy materials relating to our 2015 Annual Meeting of Stockholders, all applicable
requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than December 21, 2014. Such proposals
must be delivered to the Secretary of San Lotus at the address listed on the front page.
Solicitation of Proxies
We will bear the
expense of preparing, printing and distributing proxy materials to our stockholders. In addition to solicitations by mail, there
may be incidental personal solicitation at nominal cost by directors, officers, employees or our agents. We will also reimburse
brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy
materials to beneficial owners of our common stock for which they are record holders.
2014 Annual Report
A copy of our
2014 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2013 and our 2014 proxy statement,
each as filed with the SEC, is being mailed with this proxy statement. If, for any reason, you do not receive your copy of the
Annual Report, please contact Mr. Kuan Yu Chen, Secretary, San Lotus Holding Inc., 3F B302C, No. 185 Kewang Road, Longtan Township,
Taoyuan County 325, Taiwan (R.O.C.).
OTHER MATTERS
We know of no
other matters that are likely to be brought before the meeting. If, however, other matters that are not now known or determined
come before the meeting, the persons named in the enclosed proxy or their substitutes will vote such proxy in accordance with their
discretion.
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By Order of the Board of Directors,
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|
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|
/s/ Chen, Li-Hsing
|
|
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Chen, Li-Hsing
|
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|
PRESIDENT OF THE BOARD
|
|
|
Dated: April 17, 2014
|
|
Taoyuan County, Taiwan (R.O.C.)
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|
SAN LOTUS HOLDING INC.
Annual Meeting of Stockholders
May 15, 2014
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting of Stockholders
To Be Held on May 15, 2014
SAN LOTUS HOLDING INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned, revoking all prior proxies,
hereby appoints Chen, Tseng Chih Ying and Chen, Li Hsing or either of them, with full power of substitution, as proxy to represent
and vote all shares of Common Stock, par value $0.10 per share, of San Lotus Holding Inc. (the “Company”), which the
undersigned will be entitled to vote if personally present at the Annual Meeting of the Stockholders of the Company to be held
on May 15, 2014, at 2:00 p.m. (California Local Time) at the offices at 20286 Carrey Rd, Walnut, CA 91789 upon matters set forth
in the Notice of Annual Meeting of Stockholders and Proxy Statement dated April 9, 2014 a copy of which has been received by the
undersigned. Each share of Common Stock is entitled to one vote. The proxies are further authorized to vote, in their discretion,
upon such other business as may properly come before the meeting.
This proxy, when properly executed, will
be voted as directed. If no direction is made, the proxy shall be voted for the election of the listed nominees as directors; listing
the Company’s shares on the Capital Market of NASDAQ; seeking initial public offering through NASDAQ; ratification of KCC
& Associates as the Company’s Independent Registered Public Accountants for the Fiscal Years Ending December 31, 2013
and 2014; and in the case of other matters that legally come before the meeting, as said attorney(s) may deem advisable.
Please check here if
you plan to attend the annual meeting of Stockholders on May 15, 2014 at 2:00 p.m. (California Local Time) at the offices at 20286
Carrey Rd, Walnut, CA 91789 .
¨
(Continued and to be signed on Reverse Side)
VOTE BY MAIL
Mark, sign and date your proxy
card and return it
in the envelope
we have provided.
VOTE IN PERSON
If you would like to vote in person,
please attend the
Annual Meeting to be held at the offices at 20286 Carrey
Rd, Walnut, CA 91789.
Please Vote, Sign, Date and Return Promptly
in the Enclosed Envelope.
Annual Meeting Proxy Card – Common Stock
DETACH PROXY CARD HERE TO VOTE BY MAIL
|
(1)
|
Election of Class II Directors:
|
¨
FOR ALL NOMINEES LISTED BELOW
¨
WITHOLD AUTHORITY TO VOTE FOR
¨
ABSTAIN
INSTRUCTION
: TO WITHOLD AUTHORITY TO VOTE FOR ONE OR
MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH THE NOMINEES’ NAMES BELOW:
Chen, Chuang Chung Lai, Chia Ling Wu, Tsung Lun Yueh, Jung Lin
Kwong, Edwin
|
(2)
|
To list shares of San Lotus Holding Inc. on the Capital Market of NASDAQ:
|
¨
VOTE FOR
¨
VOTE
AGAINST
¨
ABSTAIN
|
(3)
|
To seek Initial Public Offering through NASDAQ:
|
¨
VOTE FOR
¨
VOTE
AGAINST
¨
ABSTAIN
|
(4)
|
To approve a proposal to ratify the Board’s selection of KCC & Associates as the Company’s independent registered
public accountants for the fiscal year ending December 31, 2013 and 2014:
|
¨
VOTE FOR
¨
VOTE
AGAINST
¨
ABSTAIN
Date
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Signature
|
|
Signature, if held jointly
|
|
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Note: This proxy must be signed exactly as the name appears
hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving
full title as such. If signer is a partnership, please sign in partnership name by an authorized person.
To
change the address on your account, please check the box
¨
at right and indicate your new address.
San Lotus (GM) (USOTC:SLOT)
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