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
SUNRISE
REAL ESTATE GROUP, INC.
Suite
701, No. 333 Zhaojiabang Road
Shanghai,
People’s Republic of China
Telephone:
86 21 64 22 0505
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE
HELD AT BAOHONG HOTEL SANYA, NO. 18 HAI YUN ROAD, SAN YA CITY
On
November 17, 2009
To the
Shareholders:
You are
cordially invited to attend the Annual Meeting of Shareholders (the “Meeting”)
of Sunrise Real Estate Group, Inc., (the “Company”), which will be held at
Baohong Hotel Sanya, no. 18 Hai Yun Road, San Ya City on November 17, 2009 at 2
p.m., to consider and act upon the following matters, all as more fully
described in the accompanying Proxy Statement which is incorporated herein by
this reference:
1 To
elect a board of seven directors to serve until the next annual meeting of the
Company’s shareholders or until their respective successors have been elected
and qualified;
2 To
ratify the selection and appointment of Kenne Ruan as the Company’s independent
public accountants for fiscal year 2010; and
3 To
transact such other business as may properly come before the meeting or any
adjournment thereof.
Shareholders
of record of the Company’s Common Stock at the close of business
on September 18, 2009 the record date set by the Board of Directors, are
entitled to notice of, and to vote at, the Meeting.
THOSE WHO
CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY. ANY SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE
IT ANY TIME BEFORE IT IS VOTED.
YOU MAY
ALSO FAX YOUR PROXY TO +86 21 6422 8337
BY ORDER
OF THE BOARD OF DIRECTORS
Wang
Jun-Li
Secretary
Shanghai,
People’s Republic of China
October
19, 2009
PROXY
STATEMENT
The
following information is furnished in connection with the solicitation of
proxies for the Annual Meeting of Shareholders (“Meeting”) of Sunrise Real
Estate Group, Inc., (the “Company”), which will be held at 2:00 p.m. local time
on November 17, 2009 at Baohong Hotel Sanya, no. 18 Hai Yun Road, San Ya City
and any adjournments thereof (the “Meeting”), for the purposes stated in the
Notice of Annual Meeting of Shareholders preceding this Proxy
Statement.
SOLICITATION
AND REVOCATION OF PROXIES
A form of
proxy is being furnished herewith by the Company to each shareholder and, in
each case, is solicited on behalf of the Board of Directors of the Company (the
“Board”) for use at the Meeting. Shareholders are requested to complete, date
and sign the accompanying proxy and return it promptly to the Company. Your
execution of the enclosed proxy will not affect your right as a shareholder to
attend the Meeting and to vote in person. Any shareholder giving a proxy has the
right to revoke it at any time by either (i) a later-dated proxy, (ii) a written
revocation sent to and received by the Secretary of the Company prior to the
Meeting, or (iii) attendance at the Meeting and voting in person.
The
entire cost of soliciting these proxies will be borne by the Company. The
Company may pay persons holding shares in their names or the names of their
nominees for the benefit of others, such as brokerage firms, banks,
depositories, and other fiduciaries, for costs incurred in forwarding soliciting
materials to their principals. Members of the management of the Company may also
solicit some shareholders in person, or by telephone, telegraph or telecopy,
following solicitation by this Proxy Statement, but will not be separately
compensated for such solicitation services. It is estimated that this Proxy
Statement and accompanying Proxy will first be mailed to shareholders on or
about October 24, 2009.
Proxies
duly executed and returned by shareholders and received by the Company before
the Meeting will be voted FOR the election of all seven of the nominees for
directors specified herein and FOR the ratification of the selection and
appointment of Kenne Ruan CPA, P.C. as the Company’s independent public
accountants for fiscal year 2010, unless a contrary choice is specified in the
proxy. Where a specification is indicated as provided in the proxy, the shares
represented by the proxy will be voted and cast in accordance with the
specification made. As to other matters, if any, to be voted upon, the persons
designated, as proxies will take such actions as they, in their discretion, may
deem advisable. The Board selected the persons named as proxies.
SHAREHOLDERS’
VOTING RIGHTS
Only
holders of record of the Company’s Common Stock at the close of business
on September 18, 2009 (the “Record Date”) will be entitled to notice of,
and to vote at, the Meeting. On such date there were 23,691,925 shares of Common
Stock outstanding, entitled to one vote per share.
With
respect to the election of directors, assuming a quorum is present, the seven
candidates receiving the highest number of votes will be elected. See
“Nomination and Election of Directors.” To ratify the selection and appointment
of Kenne Ruan CPA, P.C., assuming a quorum is present, the affirmative vote of
shareholders holding a majority represented at the Meeting is required. A quorum
is the presence in person or by proxy of shares representing a majority of the
outstanding shares of the Common Stock of the Company.
Under the
Company’s bylaws and the Texas Business Corporation Act, shares represented by
proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a
broker or nominee which are represented at the Meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular proposal)
will be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Any shares represented at the Meeting but
not voted (whether by abstention, broker non-vote or otherwise) will have no
impact in the election of directors, except to the extent that the failure to
vote for an individual results in another individual receiving a larger
proportion of votes. Any shares represented at the Meeting but not voted
(whether by abstention, broker non-vote or otherwise) with respect to the
proposal to ratify the selection and appointment of Kenne Ruan, CPA, P.C. will
have the effect of a no vote for such proposal.
VOTING
SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The
following table sets forth as of September 18
，
2009 the number
and percentage of the Company’s 23,691,925 shares of Common Stock
outstanding that were beneficially owned by (1) each person known by the Company
to be the beneficial owner of five percent or more of the Company’s Common
Stock, (2) each director and named executive officer of the Company, and (3) all
of the Company’s directors and executive officers as a group. Unless otherwise
indicated, the person listed in the table is the beneficial owner of, and has
sole voting and investment power with respect to, the shares
indicated.
|
Name
and Address
|
|
Beneficially
Owned Shares of Common
Stock
|
|
|
Percent
of
Outstanding
Shares
of
Common Stock
|
|
|
Lin,
Chi- Jung
Suite
701, No. 333, Zhaojiabang Road
Shanghai,
PRC 200032
|
|
|
9,022,800
|
(1)
|
|
|
38.08
|
%
|
|
Wang,
Wen Yan
Suite
701, No. 333, Zhaojiabang Road
Shanghai,
PRC 200032
|
|
|
0
|
|
|
|
0
|
%
|
|
Lin
Chao-Chin
Floor
7, No. 33, Zhaojiabang Road
Shanghai
F4 200032
|
|
|
0
|
|
|
|
0
|
%
|
|
Lin
Hsin-Hung
Suite
701, No. 333, Zhaojiabang Road
Shanghai
F4 200032
|
|
|
334,750
|
(2)
|
|
|
1
|
%
|
|
Chen
Ren
27/F,
Gangtai Plaza
No.
700, Yanan E. Road
Shanghai
F4 200001
|
|
|
0
|
|
|
|
0
|
%
|
|
Fu
Xuan-Jie
Floor
5, Jin Yan Building
No.
8, Zhongshan E. No. 2 Road
Shanghai
F4 200002
|
|
|
0
|
|
|
|
0
|
%
|
|
Li
Xiao-Gang
No.
7, Lane 622 Huai Hai M. Road
Shanghai
F4 200020
|
|
|
0
|
|
|
|
0
|
%
|
|
Zhang
Xi
240
Beijing E. Road
Shanghai
F4 200002
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a Group (eight
persons)
|
|
|
9,357,550
|
|
|
|
39.08
|
%
|
(1) These
shares are owned by Ace Develop Properties Limited, of which Mr. Lin Chi-Jung is
the sole beneficial owner.
(2) These
shares are owned by Glorystar International Enterprise Limited, of which Mr. Lin
Hsing Hung is a minority shareholder and an officer.
PROPOSAL
1: NOMINATION AND ELECTION OF DIRECTORS
The
Company’s directors are to be elected at each annual meeting of shareholders. At
this Meeting, seven directors are to be elected to serve until the next annual
meeting of shareholders or until their successors are elected and qualified. The
Board recommends all the nominees for election as directors at this Meeting as
set forth in the table below.
In the
event that any of the nominees for director should become unable to serve if
elected, it is intended that shares represented by proxies which are executed
and returned will be voted for such substitute nominee(s) as may be recommended
by the Company’s existing Board.
The seven
nominees receiving the highest number of votes cast at the Meeting will be
elected as the Company’s directors to serve until the next annual meeting of
shareholders or until their successors are elected and qualified.
THE BOARD
RECOMMENDS A VOTE “FOR” THE SEVEN NOMINEES
The
following table sets forth certain information concerning the nominees for
election as directors.
|
Date
of Appointment
|
Name
of Individual
|
Age
|
Position
with Company
|
|
October
28, 2003
|
LIN
CHI-JUNG
|
50
|
Chief
Executive Officer,
|
|
|
|
|
President
and Chairman
|
|
May
23, 2005
|
LIN
CHAO-CHIN
|
60
|
Director
and Senior Vice President
|
|
November
28, 2006
|
LIN
HSIN-HUNG
|
55
|
Executive
Director
|
|
November
23, 2004
|
CHEN
REN
|
62
|
Director
|
|
November
23, 2004
|
FU
XUAN-JIE
|
80
|
Director
|
|
November
23, 2004
|
LI
XIAO-GANG
|
52
|
Director
|
|
August
23, 2005
|
ZHANG
XI
|
39
|
Director
|
Following
is biographical information for each of the seven directors consisting of their
age, principal occupation, and other relevant information. The designation of
"Affiliated" noted beside the director’s name indicates that the director is an
officer or employee of Sunrise. The designation of “Independent” noted beside
the director’s name indicates that the director is considered an independent
director with in the meaning of the Marketplace Rules of the Nasdaq Stock
Market, Inc., which is the independence standard that we have chosen to report
under.
Lin Chi-Jung, CEO, Chairman,
and President (Affiliated)
Lin
Chi-Jung, age 50, is the Chairman of the Board of Directors of SRRE. He also
serves as our President and CEO and the Chairman of all of our operating
subsidiaries. Mr. Lin began serving as a Director of SRRE on October 28, 2003,
and was appointed Chairman on October 11, 2004. He founded Shanghai Xin Ji Yang
Real Estate Consultation Co., Ltd. (“SHXJY”) in late 2001, Shanghai Shang Yang
Real Estate Consultation Co., Ltd. (“SHSY”) in early 2004 and Suzhou Gao Feng
Hui Property Management Co., Ltd. (“SZGFH”) in early 2005. Under his leadership
and management, SHXJY, SHSY and SZGFH have grown rapidly. Prior to establishing
this property business, Mr. Lin invested in the film making and publishing
businesses. In his younger days, Mr. Lin was a well known actor in Chinese
communities around the world, including Mainland China, Taiwan, North America
and South East Asia.
Lin Chao-Chin, Director
(Affiliated)
Lin
Chao-Chin, age 60, was appointed as a director on May 23, 2005, and serves on
our Compensation and Governance and Nominating Committees. He is one of the
co-founders of SHXJY. Mr. Lin brings with him 28 years of real estate industry
experience, particularly in the areas of agency, property investment, and
development services. Prior to starting his business in Mainland China, he
co-founded Taipei Xin Lian Yang Property Co. Ltd. in Taiwan in the early 1980’s.
Under Mr. Lin’s leadership, this business had contracted sales of NTD 120
Billion (approx. US$ 3.4 billion) and 800 employees. In 2001 he joined Lin
Chi-Jung to re-establish his career in Mainland China. Currently, Lin Chao-Chin
is managing the day-to-day business operation of SHXJY. Lin Chao-Chin graduated
from Taiwan Chung Yuan University with a Bachelors Degree in Business
Administration.
Lin Hsin-Hung, Executive
Director
Lin Hsin
Hung, age 55, was appointed as an executive director on November 28, 2006. He
graduated from the Economics Department of Taiwan Wen Hua College in 1981. Mr.
Lin has served as the Chairman of the Board of Tian Li Manufacture Corporation,
Ding Kai Industry Corporation, Hua Wei Development Corporation and an executive
Director of Di Heng Capital Management Corporation.
Fu Xuan-Jie, Director
(Independent)
Fu
Xuan-Jie, age 80, was appointed an independent director on November 23, 2004,
and serves on our Audit, Compensation, and Governance and Nominating Committees.
Mr. Fu has been an attorney since February 1980 and has practiced law in
his co-founded firm, Fu Xuan-Jie & Associates Law Office since April 1994.
Mr. Fu specializes in corporate and international law, especially in the areas
of international compensation and other financial matters. Among the clientele
that Mr. Fu serves are Coca-Cola, Banque Endosuez, AT&T, and
L'Oreal.
Li Xiao-Gang, Director
(Independent)
Li
Xiao-Gang, age 52, was appointed an independent director on November 23, 2004,
and serves on our Audit, Compensation, and Governance and Nominating Committees.
Mr. Li graduated from Shanghai Finance and Economics University in 1984, and
joined the Shanghai Academy of Social Science. In 1992, he was appointed the
deputy director of the Economics Law Consultation Center of the Shanghai
Academy. In 2000, he was the Director of the Foreign Investment Research Center
of the Academy. From 1992 to the present, Mr. Li has served as a Director cum
Deputy Secretary-General of the Shanghai Consultation Association.
Chen Ren, Director
(Independent)
Chen Ren,
age 62, was appointed an independent director on November 23, 2004. Mr. Chen is
Chairman and General Manager of Shanghai Real Estate Group of Companies. He has
been involved in the Shanghai real property market for the past 15 years. Among
some of the companies that he has been associated with are: Shanghai She-ye
Property Ltd, Shanghai Rui Nan Property Limited, the General Manager of Shanghai
Gong Zhi Jing Center and Shanghai An Ju Property Development
Center.
Zhang Xi, Director
(Independent)
Zhang Xi,
age 39, was appointed an independent director on August 23, 2005, and serves as
Chairman of our Audit Committee. He has a Doctorate Degree in Economics, and he
is a Senior Economist, a Certified Public Accountant and a Certified Public
Appraiser. He is working as a Vice President of Shanghai General Building
Material Group Corporation. He has also served in Shanghai Zhonghua Audit
Company as the manager of the International Department, Shanghai Zhangjiang
Hi-tech Zone Development Company, Ltd. as Vice General Manager and Financial
Controller, and Shanghai Zhang Jiang Semiconductor Industry Park Co., Ltd. as
General Manager.
Other
Executive Officers
Mr. Wang,
31 years old, has been with the Company since May 2005. He worked in a real
estate development company for 4 years before joining the Company. He graduated
from Shanghai University with a Bachelor’s degree in accounting and has a
Master’s degree at the Shanghai University of Finance and
Economics.
Family
Relationships
There are
no family relationships among directors, executive officers, or person nominated
or chosen to become the directors or executive officers.
Certain
Relationships and Related Transactions
None
Code of
Ethics
On
October 8, 2005, we adopted a code of ethics. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. The Company
will provide to any person without charge, upon request, a copy of the corporate
code of ethics. Any person wishing a copy should write to Alice Wang, Sunrise
Real Estate Group, Inc., Suite 701, No. 333, Zhaojiabang Road, Shanghai, PRC
200032.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers, directors and persons who own more than 10% of a registered class of
our equity securities to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Copies of these filings must be
furnished to the Company. Based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ending December 31, 2008, all Section 16(a)
filing requirements applicable to our executive officers, directors and greater
than 10% beneficial owners have been met on a timely basis.
Information Concerning our
Board and Committees of our Board
The
Company’s Board has three standing committees: an Audit Committee, a Governance
and Nominating Committee, and a Compensation Committee. We have a written
Audit Committee Charter, a written Governance and Nominating Committee Charter
and a written Compensation Committee Charter. Except for Lin Chao-Chin, all of
our directors serving on our committees are “independent” within the meaning of
the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the
independence standard that we have chosen to report under.
Audit Committee and Audit
Committee Financial Expert
Our Board
established the Audit Committee on August 23, 2005. The Audit Committee consists
of three members, Fu Xuan-Jie, Li Xiao-Gang, and Zhang Xi, all of whom are
“independent” within the meaning of the Marketplace Rules of the Nasdaq Stock
Market, Inc., which is the independence standard that we have chosen to report
under. At least one member of the Audit Committee, Zhang Xi, is a financial
expert, as that term is used under Item 407(d)(5) of Regulation
S-B.
Audit Committee
Disclosure
The Audit
Committee hereby reports that for the fiscal year 2008 as follows:
1. The
Audit Committee has discussed with the Company’s management and has discussed
with the independent auditors, BDO Limited, the matters required to be discussed
by the standards adopted or referenced by the Public Company Accounting
Oversight Board (“PCAOB”) and SEC Rule 2-07, Communications with Audit
Committees, as currently in effect.
2. The
Audit Committee has received the external auditor’s disclosure and letter from
the independent registered public accounting firm required by applicable
requirements of the PCAOB regarding the independent registered public accounting
firm’s communications with the Committee concerning independence, and has
discussed with the independent registered public accounting firm that firm’s
independence.
3. The
Audit Committee has recommended and the Board approved to file the audited
financial statement for the fiscal year 2008 has been included in the company’s
annual report on Form 10-K and filed with the Securities and Exchange
Commission.
4. The
Audit Committee has an established charter outlining the practices it follows.
The charter is available on the Company’s website at:
http://www.sunrise.sh/images/SEC/%E5%AE%A1%E8%AE%A1%E5%A7%94%E5%91%98%E4%BC%9A%E7%AB%A0%E7%A8%8B.pdf
This
report is provided by the following independent directors, who constitute the
Committee:
Zhang
Xi
Fu
Xuan-Jie
Li
Xiao-Gang
Governance and Nominating
Committee
The
Governance and Nominating Committee of the Board consists of Mr. Lin Chao-Chin,
Mr. Li Xiao-Gang and Mr. Fu Xuan-Jie. The primary duties of the Governance and
Nominating Committee are to identify and review candidates for the Board and
recommend candidates for election to the Board, periodically review the skills
and characteristics required of Board members in the context of the current
Board, and periodically review the Company’s corporate governance policies and
recommend modifications to the Board as appropriate. The Governance and
Nominating Committee operates pursuant to a charter that was approved by our
Board, a current copy of which is available on our website at
www.sunrise.sh
under the heading
“Investor” and subheading “Corporate Governance.”
Our
shareholders may recommend director nominees, and the Governance and Nominating
Committee will consider nominees recommended by shareholders. We anticipate that
nominees recommended by shareholders will be evaluated in the same manner as
nominees recommended by anyone else, although the Governance and Nominating
Committee may prefer nominees who are personally known to the existing directors
and whose reputations are highly regarded. The Governance and Nominating
Committee will consider all relevant qualifications as well as the needs of the
company in terms of compliance with SEC rules.
While the
selection of qualified directors is a complex, subjective process that requires
consideration of many intangible factors, the Governance and Nominating
Committee and the Board takes into account the following criteria, among others,
in considering directors and candidates for the board: judgment, experience,
skills and personal character of the candidate, and the needs of the
Board.
The
Governance and Nominating Committee conducts a process of making a preliminary
assessment of each proposed nominee based upon the resume and biographical
information, an indication of the individual’s willingness to serve and other
background information. This information is evaluated against the criteria set
forth above and our specific needs at that time. Based upon a preliminary
assessment of the candidate(s), those who appear best suited to meet our needs
may be invited to participate in a series of interviews, which are used as a
further means of evaluating potential candidates. On the basis of information
learned during this process, the Governance and Nominating Committee determines
which nominee(s) to recommend to the Board to submit for election at the next
annual meeting. The Governance and Nominating Committee uses the same process
for evaluating all nominees, regardless of the original source of the
nomination.
Compensation
Committee
The
Compensation Committee of the Board consists of Mr. Lin Chao-Chin, Mr. Li
Xiao-Gang and Mr. Fu Xuan-Jie. The primary duties of the Compensation Committee
are to annually review and approve the Company’s compensation strategy to ensure
that employees are rewarded appropriately; review annually and approve corporate
goals and objectives relevant to executive compensation; annually review and
determine elements of compensation of the CEO and other officers; and review and
recommend compensation for non-employee members of our Board. The Compensation
Committee operates pursuant to a charter that was approved by our Board, a
current copy of which is available on our website at
www.sunrise.sh
under the heading
“Investor” and subheading “Corporate Governance.”
Meetings of the Board of
Directors
There
were five meetings of the Board of Directors on January 1st, May 14th, May 26th,
July 10th, and September 24th. Although the Company does not have a policy
requiring members of the Board to attend the Company’s annual meeting of
shareholders, all except Fu Xuan Jie attended our annual meeting of shareholders
held on September 24th, 2008.
Executive
Compensation
The
following table reflects the compensation paid to the Company’s Chief Executive
Officer and each of the Company’s compensated executive officers whose
compensations exceeded $100,000 in fiscal years 2008 and 2007 for services
rendered to the Company and its subsidiaries.
|
Name
and Principal Position
(a)
|
|
Year
(b)
|
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive Plan Compensation
($)
(g)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
(h)
|
All
Other Compensation
($)
(i)
|
Total
($)
(j)
|
|
|
Lin
Chi-Jung
CEO,
President & Chairman
Executive
Officer of subsidiaries
|
|
|
2008
2007
|
|
130,851
145,976
|
0
21,950
|
0
0
|
0
0
|
0
0
|
0
0
|
23,869
(2)
91,796
|
154,720
259,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lin
Chao-Chin
Senior
Vice President
Managing
director of subsidiaries
|
|
|
2008
2007
|
|
130,851
145,976
|
0
21,950
|
0
0
|
0
0
|
0
0
|
0
0
|
23,869
(2)
91,796
|
154,720
259,722
|
(1)
There are no stock option, retirement,
pension, or profit sharing plans for the benefit of our
officers.
(2)
Lin Chi-Jung and Lin Chao-Chin each
received housing allowance of $18,693 and travel allowance of $5,176 during the
year 2008.
Option/SAR
Grants
The
Company has no stock option plan or other equity incentive plan in place.
Accordingly, no individual grants of stock options, whether or not in tandem
with Stock Appreciation Rights (“SARs”) and freestanding SARs have been made to
any executive officer or any director since the Company’s inception,
accordingly, no stock options have been exercised by the Company’s officers or
directors in any fiscal year.
DIRECTOR
COMPENSATION
|
Name
(a)
|
Fees
Earned or Paid
in
Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
|
Option
Awards
($)
(d)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
(e)
|
Change in Pension Value
and Nonqualified
Deferred Compensation
Earnings
(f)
|
All Other
Compensation
($)
(g)
|
Total
($)
(h)
|
|
LIN CHI-JUNG
|
14,379
|
0
|
|
|
0
|
|
0
|
0
|
0
|
14,379
|
|
LIN
CHAO-CHIN
|
14,379
|
0
|
|
|
0
|
|
0
|
0
|
0
|
14,379
|
|
LIN
HSIN-HUNG
|
16,680
|
0
|
|
|
0
|
|
0
|
0
|
0
|
16,680
|
|
FU
XUAN-JIE
|
13,804
|
0
|
|
|
0
|
|
0
|
0
|
0
|
13,804
|
|
LI
XIAO-GANG
|
13,804
|
0
|
|
|
0
|
|
0
|
0
|
0
|
13,804
|
|
CHEN
REN
|
13,804
|
0
|
|
|
0
|
|
0
|
0
|
0
|
13,804
|
|
ZHANG
XI
|
13,804
|
0
|
|
|
0
|
|
0
|
0
|
0
|
13,804
|
|
(1)
|
There are no stock option,
retirement, pension, or profit sharing plans for the benefit of
directors.
|
Independent Public
Accountants
On May
19, 2009, our Board of Directors engaged Kenne Ruan, CPA, P.C. of 40
Hemlock Hollow Road, Woodbridge, CT 06525 as the Registrant’s certifying
accountant to audit the registrant's financial statements,
replacing its former certifying accountant, BDO Limited of 25th Floor Wing On
Centre, 111 Connaught Road Central, Hong Kong Special Administrative Region, the
People’s Republic of China. Before May 1, 2009, BDO Limited operated in the name
of BDO McCabe Lo Limited. Upon receipt of the notice that the
Registrant’s acceptance of the proposal from Kenne Ruan to audit its
consolidated financial statements for the fiscal year ending December 31, 2009,
BDO Limited resigned as the Registrant’s certifying accountant on May 19,
2009.
None of
the reports of BDO Limited on the Registrant’s financial statements for either
of the past two years contained an adverse opinion or disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope or accounting
principles, except that the reports did contain a going concern paragraph.
During the Registrant’s past two fiscal years and through May 19, 2009 there
have been no disagreements or reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)) with BDO Limited on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
except for the following:
In the
course of evaluating our internal controls over financial reporting as at
December 31, 2007, management has identified deficiencies related to the failure
to correctly apply accounting principle in underwriting revenue recognition, to
recognize the minority interest, to accrue for commission and to recognize
provision for taxation.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. The Company relied on certain
compensating controls, including substantive periodic review of the financial
statements by our Chief Executive Officer, Chief Financial Officer and Audit
Committee.
In the
year ended December 31, 2008, the Company has implemented measures to remedy
these material weaknesses by (i) reviewing and, as appropriate, revising our
accounting and management information systems software; and (ii) increasing
the areas to be reviewed and discussed with the board of directors.
Prior to
engaging Kenne Ruan, the Registrant had not consulted Kenne Ruan regarding the
application of accounting principles to a specified transaction, completed or
proposed, the type of audit opinion that might be rendered on the Registrant’s
financial statements or a reportable event, nor did the Registrant consult with
Kenne Ruan regarding any disagreements with its prior auditor on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the prior auditor, would have caused it to make reference to the subject matter
of the disagreements in connection with its reports.
The
engagement of Kenne Ruan as the Registrant’s new certifying independent
accountant was approved by the Board of Directors.
The
Registrant provided BDO Limited with a copy of the Current Report on Form 8-K on
May 19, 2009 and requested BDO Limited to furnish the Registrant with a copy of
a letter addressed to the SEC (the “SEC Letter”) stating whether they agree with
the statements made above by the Registrant regarding BDO Limited. The SEC
letter is attached as Exhibit [
—
] to the Form
8-K filed with the Commission on May 22
nd
,
2009.
PROPOSAL
2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Action is
to be taken by the shareholders at the Meeting with respect to the ratification
of Kenne Ruan, CPA, P.C., the Company’s current independent public accountants,
as independent accountants for the Company for the fiscal year ending December
31, 2009. Kenne Ruan, CPA, P.C. does not have and has not had at any time any
direct or indirect financial interest in the Company or any of its subsidiaries
and does not have and has not had at any time any connection with the Company or
any of its subsidiaries in the capacity of promoter, underwriter, voting
trustee, director, officer, or employee. Neither the Company nor any officer or
director of the Company has or has had any interest in Kenne Ruan, CPA,
P.C..
The Board
of Directors of the Company has approved Kenne Ruan, CPA, P.C. as its
independent accountants. Prior thereto, they have questioned partners of that
firm about its methods of operation and have received assurances that any
litigation or other matters involving it do not affect its ability to perform as
the Company’s independent accountants.
Representatives
of Kenne Ruan, CPA, P.C. or BDO Limited will not be present or available at the
Meeting.
Notwithstanding
the ratification by shareholders of the appointment of Kenne Ruan, CPA, P.C.,
the Board of Directors may, if the circumstances dictate, appoint other
independent accountants.
THE BOARD
RECOMMENDS A VOTE “FOR” PROPOSAL 2
Audit
Fees
The
aggregate fees billed by BDO Limited (formerly known as BDO McCabe Lo Limited)
for services rendered during the year ended December 31, 2008 and 2007 are
described as follows:
Fees for
audit and review services amounted to $130,300 in 2008 and $141,500 in 2007,
respectively. Fees for audit and review services include the annual audit of the
consolidated financial statements of the Company and its subsidiaries, and
review of the Company's Quarterly Reports on Form 10-Q.
Audit-Related
Fees
Aggregate
fees billed for all audit-related services rendered by BDO Limited were $13,000
for 2007. Fees for audit related services include audits required in the Form
8-K and review of related documents. There were no audit-related fees billed by
BDO Limited in 2008.
Tax
Fees
There
were no tax services fees paid to BDO Limited; they are not the tax accountants
of the Company.
All Other
Fees
BDO
Limited did not bill the Company any additional fees for professional services
rendered to the Company during fiscal years ended December 31, 2008 and
2007.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
According
to the charter of the Audit Committee, the Company’s policy on pre-approval of
audit and permissible non-audit services of independent auditors is to
pre-approve all audit services and permissible non-audit services by the
independent accountants, as set forth in Section 10A of the Exchange Act and the
rules and regulations promulgated thereunder by the SEC. The Audit Committee may
establish pre-approval policies and procedures, as permitted by Section 10A of
the Exchange Act and the rules and regulations promulgated thereunder by the
SEC, for the engagement of independent accountants to render services to the
Company, including but not limited to policies that would allow the delegation
of pre-approval authority to one or more members of the Audit Committee,
provided that any pre-approvals delegated to one or more members of the Audit
Committee are reported to the Audit Committee at its next scheduled
meeting.
SHAREHOLDER
PROPOSALS AND NOMINATIONS FOR THE NEXT ANNUAL MEETING
The
Company will review shareholder proposals intended to be included in the
Company’s proxy material for the 2009 Annual Meeting of Shareholders which are
to be received by the Company at its principal executive offices no later than
February 12, 2010. Such proposals must be submitted in writing. The Company will
comply with Rule 14a-8 of the Exchange Act with respect to any proposal that
meets its requirements.
A
shareholder, or group of shareholders, that beneficially owned more than 5% of
the Company’s Common Stock for at least one year as of February 12, 2010 may
recommend a nominee to the Governance and Nominating Committee of our Board of
Directors. Any such recommendation must be in writing and be received by the
Company no later than February 12, 2010, identify the candidate and the
shareholder or shareholder group that has made the recommendation, and state
that the shareholder or shareholder group has held the Common Stock for at least
one year.
Shareholder
proposals and recommendations for director nominees should be sent to the
Secretary of the Company at the address of the Company set forth on the first
page of this Proxy Statement.
ANNUAL
REPORT TO SHAREHOLDERS
The
Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2008, including audited consolidated financial statements, but excluding
exhibits, as filed with the Securities and Exchange Commission, has been mailed
to the shareholders with this Proxy Statement and constitutes the Company’s
Annual Report to Shareholders. Such report is not incorporated in this Proxy
Statement and is not deemed to be a part of the proxy solicitation material. Any
shareholder who does not receive a copy of such Annual Report to Shareholders
may obtain one by writing to the Secretary of the Company at its address listed
on the first page of this Proxy Statement. If copies of exhibits to the Form
10-KSB Annual Report are requested, a copying charge of $.20 per page will be
made. The Company’s Annual Report can also be accessed at the Company’s website
at
www.sunrise.sh
under the heading
“Investor” and the subheading “SEC Filing.”
OTHER
MATTERS
As of the
date of this Proxy Statement, the Board of Directors does not know of any other
matter that is to be presented for action at the Meeting. Should any other
matter come before the Meeting or any adjournment thereof, the persons named in
the enclosed proxy will have the discretionary authority to vote all proxies
received with respect to such matter in accordance with their best judgment and
discretion.
BY ORDER
OF THE BOARD OF DIRECTORS
Wang
Jun-Li
Secretary
Shanghai
People’s
Republic of China
October
19, 2009
SHAREHOLDERS
ARE URGED TO SPECIFY THEIR CHOICES AND TO DATE, SIGN, AND RETURN THE ENCLOSED
PROXY.
YOU MAY
ALSO FAX YOUR PROXY VOTE TO: +86 21 6422 8337.
PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION WILL BE APPRECIATED.
SUNRISE
REAL ESTATE GROUP, INC.
Suite
701, No. 333 Zhaojiabang Road
Shanghai,
People’s Republic of China, 200032
Telephone:
86 21 6422 0505 Fax: 86 21 6422 8337
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS ON NOVEMBER 17, 2009.
The
undersigned hereby appoints Lin Chi-Jung and Lin Chao-Chin as Proxies, each with
the power to appoint his substitute, and hereby authorizes them or either of
them to represent and to vote as designated below, all the shares of common
stock of Sunrise Real Estate Group, Inc. held of record by the undersigned on
September 18, 2009, at the Annual Meeting of Shareholders of Sunrise Real Estate
Group, Inc. to be held on November 17, 2009, or any adjournment
thereof.
INSTRUCTIONS:
PLEASE INDICATE YOUR PROPOSAL SELECTION BY PLACING AN “X” IN THE APPROPRIATE
BOXES BELOW.
To vote
for all nominees, place an “X” in the box marked FOR ALL NOMINEES BELOW. To
withhold authority to vote for all nominees, place an “X” in the box marked
WITHHOLD AUTHORITY below. To withhold authority to vote for any specific
individual nominee,
check the
space next to the applicable nominee’s name below WITHHOLD
AUTHORITY:
o
FOR ALL NOMINEES BELOW
|
Lin
Chi-Jung
|
Lin
Chao-Chin
|
Lin
Hsin-Hung
|
|
Fu
Xuan-Jie
|
Li
Xiao-Gang
|
Zhang
Xi
|
|
Chen
Ren
|
|
|
o
WITHHOLD AUTHORITY to vote for all nominees listed below
|
Lin
Chi-Jung
|
Lin
Chao-Chin
|
Lin
Hsin-Hung
|
|
Fu
Xuan-Jie
|
Li
Xiao-Gang
|
Zhang
Xi
|
|
Chen
Ren
|
|
|
|
2.
|
TO
RATIFY THE SELECTION OF KENNE RUAN CPA, P.C. AS INDEPENDENT PUBLIC
ACCOUNTANTS.
|
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
|
3.
|
In
their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournment
thereof.
|
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND 2.
Dated:
_______, 2009
|
|
|
Signature
of Shareholder
|
|
|
|
|
|
Signature
if held jointly
|
Please
sign exactly as name appears herein. When shares are held by joint tenants, both
should sign. When signing as attorney, as executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
PLEASE
READ, COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY.
, SIGN,
DATE, AND RETURN THE PROXY CARD PROMPTLY
Exhibit
A
SUNRISE
REAL ESTATE GROUP INC.
CHARTER
OF AUDIT COMMITTEE
The Board
of Directors of Sunrise Real Estate Group Inc. (the "Company") has established
an Audit Committee (the "Committee") with authority, responsibility and specific
duties as described in this charter.
Purpose
The
Committee assists the Board of Directors in fulfilling its fiduciary oversight
responsibilities relating to the Company's financial statements, accounting
policies, the systems of internal accounting and financial controls, the
Company's compliance with legal and regulatory requirements, the financial
reporting process, and the sufficiency of auditing relative
thereto.
The
Committee is responsible for evaluating the quality, independence and
objectivity of the independent auditors. It is the responsibility of the
Committee to maintain free and open communication between the Committee,
independent auditors, and management of the Company.
Membership
The
Committee shall consist of three members of the Board of Directors. All
Committee members must be independent of management and the Company and shall be
financially literate in accordance with the applicable SEC regulations and
policies. At least one member of the Committee shall, in the judgment of the
Board, be a "Financial Expert" as the term as defined by the SEC.
Meetings
The
Committee will meet at least one time each year, with additional meetings as
necessary to fulfill its responsibilities.
Responsibilities
- Select,
and retain the services of, the Company's independent auditor.
- Review
the scope and results of the annual audit with the independent
auditor.
- Review
and discuss, with the internal auditors or the person(s) in the financial
department acting as internal auditor(s), the overall scope and plans for their
audits and determine whether the internal audit function has the appropriate
resources and expertise.
- Review
and discuss with management and the independent auditors, the adequacy and
effectiveness of the Company's internal accounting and financial controls, the
quality of the financial and accounting personnel, and any relevant
recommendations.
- Discuss
Company policies with respect to risk assessment and risk management, review
contingent liabilities and risks that may be material to the Company, and review
major legislative and regulatory developments which could materially impact the
Company's contingent liabilities and risks.
- Review
the interim financial statements with management and the independent auditors
prior to the filing of the Company's Quarterly Report.
- Review
with management and the independent auditors the financial statements to be
included in the Company's Annual Report and discuss with the independent
accountants the matters required to be discussed by Auditing Standard No. 61,
including (a) the quality as well as acceptability of the accounting principles
applied in the financial statements, and (b) new or changed accounting policies;
significant estimates, judgments, uncertainties or unusual transactions; and
accounting policies relating to significant financial statement
items.
- Review
any management letters or internal control reports prepared by the independent
accountants or the Company’s internal auditors and responses to prior management
letters, and review with the independent accountants the Company’s internal
financial controls, including the budget, staffing and responsibilities of the
Company’s financial and accounting staff.
-
Pre-approve all audit services and permissible non-audit services by the
independent accountants, as set forth in Section 10A of the Exchange Act and the
rules and regulations promulgated thereunder by the SEC. The Committee may
establish pre-approval policies and procedures, as permitted by Section 10A of
the Exchange Act and the rules and regulations promulgated thereunder by the
SEC, for the engagement of independent accountants to render services to the
Company, including but not limited to policies that would allow the delegation
of pre-approval authority to one or more members of the Committee, provided that
any pre-approvals delegated to one or more members of the Committee are reported
to the Committee at its next scheduled meeting.
- Obtain
on an annual basis a formal written statement from the independent accountants
delineating all relationships between the accountants and the Company consistent
with Independence Standards Board Standard No. 1, and review and discuss with
the accountants any disclosed relationships or services the accountants have
with the Company that may affect the accountants’ independence and objectivity.
The Committee is responsible for taking, or recommending that the full Board
take, appropriate action to oversee the independence of the independent
accountants.
- Review
management’s analysis of any significant accounting issues, changes, estimates,
judgments or unusual items relating to the financial statements and the
selection, application and effects of critical accounting policies applied by
the Company (including an analysis of the effect of alternative GAAP methods)
and review with the independent accountants the reports on such subjects
delivered pursuant to Section 10A(k) of the Exchange Act and the rules and
regulations promulgated thereunder by the SEC.
-
Recommend to the Board of Directors whether the audited financial statements are
satisfactory to be included in the Company's Annual and Quarterly
Report.
- Review
and reassess, at least annually, the adequacy of this charter and report its
conclusion and any recommendations to the Board of Directors.
- Perform
such other functions as the Board may request.
Sunrise Real Estate (PK) (USOTC:SRRE)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Sunrise Real Estate (PK) (USOTC:SRRE)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
