UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
[X]
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Filed by Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a -12
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AMERICAN LORAIN CORPORATION
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies: N/A
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Aggregate number of securities to which transaction
applies: N/A
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(3)
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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): N/A
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(4)
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Proposed maximum aggregate value of transaction: N/A
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(5)
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Total fee paid: N/A
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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 date of its
filing.
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Amount Previously Paid: N/A
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Form, Schedule or Registration Statement No.:
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American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600
Tel: (+86) 539-731-7959
LETTER FROM THE CHIEF EXECUTIVE OFFICER
November 17, 2017
Dear Stockholder:
On behalf of the Board of
Directors of American Lorain Corporation, I invite you to attend our 2017 Annual
Meeting of Stockholders (Annual Meeting). We hope you can join us. The Annual
Meeting will be held at our corporate offices located at Beihuan Zhong Road,
Junan County, Shandong, Peoples Republic of China, 276600, on December 27, 2017
at 10:00 a.m. China Standard Time. The Notice of Annual Meeting of Stockholders,
the Proxy Statement, proxy card and our 2016 Annual Report accompany this
letter.
At the Annual Meeting, we will
report on important activities and accomplishments of the Company and review the
Companys financial performance and business operations. You will have an
opportunity to ask questions and gain an up-to-date perspective on the Company
and its activities, and to meet certain directors and key executives of the
Company. As discussed in the enclosed Proxy Statement, the Annual Meeting will
also be devoted to the election of directors, and the ratification of the
appointment of our independent registered public accounting firm, and any other
business matters properly brought before the Annual Meeting.
We know that many of our
stockholders will be unable to attend the Annual Meeting. We are soliciting
proxies so that each stockholder has an opportunity to vote on all matters that
are scheduled to come before the stockholders at the Annual Meeting. Whether or
not you plan to attend, please take the time now to read the Proxy Statement and
vote and submit your proxy by signing, dating and returning your proxy card
promptly in the enclosed postage paid envelope. You may revoke your proxy at any
time before it is exercised. Regardless of the number of Company shares you own,
your presence in person or by proxy is important for quorum purposes and your
vote is important for proper corporate action.
Thank you for your continuing
interest in American Lorain Corporation. We look forward to seeing you at our
Annual Meeting.
Sincerely,
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/s/ Si Chen
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Si Chen
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Chief Executive Officer
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American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600
Tel: (+86) 539-7317959
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be
Held on December 27, 2017
Dear Stockholder,
Notice is hereby given that the
2017 Annual Meeting of Stockholders of American Lorain Corporation (Annual
Meeting), a Nevada corporation (the Company), will be held at our corporate
offices located at Beihuan Zhong Road, Junan County, Shandong, Peoples Republic
of China, 276600, on December 27, 2017 at 10:00 a.m. China Standard Time, for
the following purposes:
(1)
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To elect five persons to the Board of Directors of the
Company, each to serve until the next annual meeting of stockholders of
the Company or until such person shall resign, be removed or otherwise
leave office;
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(2)
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To consider and vote upon a proposal to ratify the
selection of WWC., P.C. as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017;
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(3)
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To transact such other business as may properly come
before the Annual Meeting and any and all adjournments or postponements
thereof.
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The Board of Directors has fixed
the close of business on November 27, 2017, as the record date for determining
the stockholders entitled to notice of, and to vote at, the Annual Meeting or
any adjournments thereof. For a period of 10 days prior to the Annual Meeting, a
list of stockholders will be kept at our corporate offices and shall be
available for inspection by stockholders during usual business hours. A
stockholders list will also be available for inspection at the Annual Meeting.
Your attention is directed to the
accompanying Proxy Statement for further information regarding each proposal to
be made.
STOCKHOLDERS UNABLE TO ATTEND
THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING
PROXY AND MAIL IT IN THE ENCLOSED STAMPED, SELF-ADDRESSED ENVELOPE AS PROMPTLY
AS POSSIBLE. IF YOU SIGN AND RETURN YOUR PROXY WITHOUT SPECIFYING YOUR CHOICES
IT WILL BE UNDERSTOOD THAT YOU WISH TO HAVE YOUR SHARES VOTED IN ACCORDANCE WITH
THE DIRECTORS RECOMMENDATIONS. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY, IF
YOU DESIRE, REVOKE YOUR PROXY AND VOTE IN PERSON.
Date: November 17, 2017
Sincerely,
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/s/ Si Chen
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Si Chen
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Chief Executive Officer
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF MATERIALS:
Important Notice Regarding the Availability of Proxy
Materials
for the Annual Meeting of Stockholders to be Held on
December 27,2017.
Stockholders may view this proxy statement, our form of proxy
and our 2016 Annual Report
to Stockholders over the Internet by
accessing our website at
http://www.usalr.cn/
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American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600
Tel: (+86) 539-7317959
PROXY STATEMENT
2017 ANNUAL MEETING OF
STOCKHOLDERS
The Board of Directors of American Lorain Corporation, a Nevada
corporation, seeks your proxy for use at our 2017 Annual Meeting of Stockholders
(or any adjournment, postponement or rescheduling thereof) to be held on December 27, 2017, at 10:00 a.m. China
Standard Time. Our Annual Meeting will be held at our corporate offices located
at Beihuan Zhong Road, Junan County, Shandong, Peoples Republic of China,
276600. The approximate date on which this Proxy Statement and the accompanying
proxy card are first being sent or given to stockholders is November 28, 2017.
Unless the context requires otherwise, references to the
Company
,
we
,
us
or
our
in this proxy statement refer to American Lorain Corporation
and its subsidiaries.
QUESTIONS AND ANSWERS
The following is qualified in its entirety by the more detailed
information contained in this proxy statement. The following questions and
answers are provided for your convenience and briefly address some commonly
asked questions about the annual meeting. These questions and answers may not
address all questions that may be important to you as a stockholder.
Stockholders are urged to carefully read this proxy statement in its entirety.
WHAT AM I VOTING UPON?
At the Annual Meeting, stockholders will be asked to take
action:
(1)
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To elect five (5) directors, as described in this Proxy
Statement;
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(2)
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To consider and vote upon a proposal to ratify the
selection of WWC., P.C. as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017;
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To transact such other business as may properly come
before the Annual Meeting.
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WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Only holders of record of our common stock at the close of
business on November 27, 2017, the record date, will receive notice of, and be
entitled to vote at, our Annual Meeting. At the close of business on November
16, 2017, approximately 38,274,490 shares of common stock, par value $0.001 per
share, were outstanding and entitled to vote. We expect the same number of
shares to be outstanding as of the record date. Our common stock is our only
class of outstanding voting securities.
Stockholder of Record: Shares Registered in Your Name
If, on November 27, 2017, your shares were registered directly
in your name with our transfer agent, Interwest Transfer Company, Inc., then you
are a stockholder of record. As a stockholder of record, you may vote in person
at the Annual Meeting or vote by proxy. Whether or not you plan to attend the
Annual Meeting, we urge you to sign, date and return the enclosed proxy card to
ensure your vote is counted. By returning a properly signed and dated proxy
card, you are authorizing the individuals listed on the proxy card to vote your
shares in accordance with your instructions.
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Beneficial Owner: Shares Registered in the Name of a Broker,
Bank or Agent
If, on November 27, 2017, your shares were held not in your
name, but rather in an account at a bank, brokerage firm, or other agent or
nominee, then you are the beneficial owner of shares held in street name and
these proxy materials are being forwarded to you by that organization. The
organization holding your account is considered the stockholder of record for
purposes of voting at the Annual Meeting. As a beneficial owner, you have the
right to direct your bank, broker or other agent or nominee on how to vote the
shares in your account. You are also invited to attend the Annual Meeting.
However, since you are not the stockholder of record, you may not vote your
shares in person at the meeting unless you request and obtain a power of
attorney or other proxy authority from your bank, broker or other agent or
nominee, and bring it to our Annual Meeting.
WHAT CONSTITUTES A QUORUM FOR THE ANNUAL MEETING?
A quorum of stockholders is necessary to hold a valid meeting.
The presence, in person or by proxy, of the holders of at least a majority of
the outstanding shares of common stock entitled to vote at the Annual Meeting
will constitute a quorum for the transaction of business at the Annual Meeting.
On the record date, there are approximately 38,274,490 shares of common stock
outstanding and entitled to vote. Thus, at least 19,137,246 shares must be
represented by stockholders present at the meeting or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you
submit a valid proxy (or one is submitted on your behalf by your broker, bank or
other nominee) or if you vote in person at the meeting. Abstentions and broker
non-votes will be counted towards the quorum requirement.
WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF OUR COMMON
STOCK?
In deciding all matters, a holder of common stock on the record
date will be entitled to cast one vote for each share of common stock registered
in that holders name, on each matter to be voted upon at the Annual Meeting.
HOW ARE VOTES COUNTED AND HOW ARE BROKER
NON
−
VOTES TREATED?
Votes will be counted by the inspector of election appointed
for the Annual Meeting who will separately count For votes, Against votes,
abstentions, withheld votes and broker non-votes. Votes withheld, broker
non-votes and abstentions are deemed as present at the Annual Meeting and are
counted for quorum purposes.
If you hold shares in your name and you sign and return a proxy
card without giving specific voting instructions, your shares will be voted as
recommended by our Board of Directors on all matters and as the proxy holder may
determine in his/her discretion with respect to any other matters properly
presented for a vote before the Annual Meeting.
If you hold your shares through a stockbroker, bank or other
nominee and you do not provide instructions on how to vote, your stockbroker or
other nominee may exercise their discretionary voting power with respect to certain proposals that are considered as
routine matters. For example, Proposal 2 - ratification of the appointment of
WWC., P.C. as our independent registered public accounting firm is commonly
considered as a routine matter, and thus your stockbroker, bank or other nominee
may exercise their discretionary voting power with respect to Proposal 2. If the
organization that holds your shares does not receive instructions from you on
how to vote your shares on a non-routine matter, the organization that holds
your shares will inform us that it does not have the authority to vote on these
matters with respect to your shares. This is generally referred to as a broker
non-vote. When the vote is tabulated for any particular matter, broker
non-votes will be counted for purposes of determining whether a quorum is
present, but will not otherwise be counted. In the absence of specific
instructions from you, your broker does not have discretionary authority to vote
your shares with respect to Proposal 1 - the election of a director to our Board
of Directors. We encourage you to provide voting instructions to the
organization that holds your shares by carefully following the instructions
provided in the notice.
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WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Proposal No. 1, the election of five directors, requires a
plurality of the votes cast to elect a director. The five nominees receiving the
most For votes (among votes properly cast in person or by proxy) will be
elected. Only votes For will affect the outcome. Withheld votes or broker
non-votes, will not affect the outcome of the vote on Proposal No. 1.
Proposal No. 2 to ratify the appointment of WWC., P.C. as our
independent registered public accounting firm will be approved if there is a
quorum and the votes cast FOR the proposal exceeds those cast against the
proposal.
Abstentions and broker non-votes will be treated as shares that
are present, or represented and entitled to vote for purposes of determining the
presence of a quorum at the annual meeting. Abstentions will not be counted in
determining the number of votes cast in connection with any matter presented at
the annual meeting. Broker non-votes will not be counted as a vote cast on any
matter presented at the annual meeting.
WHO CONDUCTS THE PROXY SOLICITATION AND HOW MUCH DOES IT
COST?
We are soliciting the proxies and will bear the entire cost of
this solicitation, including the preparation, assembly, printing and mailing of
this Proxy Statement and any additional materials furnished to our stockholders.
Copies of solicitation material will be furnished to banks, brokerage houses and
other agents holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to these beneficial owners.
In addition, if asked, we will reimburse these persons for their reasonable
expenses in forwarding the solicitation material to the beneficial owners. We
have requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the beneficial owners of
the shares they hold of record. The original solicitation of proxies by mail may be supplemented by telephone, fax,
Internet and personal solicitation by our directors, officers or other
employees. Directors, officers and employees will not be paid any additional
compensation for soliciting proxies.
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HOW DO I VOTE IF I ATTEND THE ANNUAL MEETING?
If you are a stockholder of record, you can attend the Annual
Meeting and vote in person the shares you hold directly in your name on any
matters properly brought before the Annual Meeting. If you choose to do that,
please bring the enclosed proxy card or proof of identification. If you want to
vote in person at our Annual Meeting and you hold our common stock through a
bank, broker or other agent or nominee (that is, in street name), you must
obtain a power of attorney or other proxy authority from that organization and
bring it to our Annual Meeting. Follow the instructions from your bank, broker
or other agent or nominee included with these proxy materials, or contact your
bank, broker or other agent or nominee to request a power of attorney or other
proxy authority. If you vote in person at the Annual Meeting, you will revoke
any prior proxy you may have submitted.
HOW DO I VOTE IF I DO NOT ATTEND THE ANNUAL MEETING?
Stockholders of record who do not attend the Annual Meeting may
vote by mail. To vote, please sign, date and return the enclosed proxy card in
the enclosed postage-paid return envelope.
By casting your vote by proxy, you are authorizing the
individuals listed on the proxy card to vote your shares in accordance with your
instructions. While we are not presently aware of any matters (other than
procedural matters), which will be brought before the Annual Meeting and which
are not reflected in the attached notice of the Annual Meeting, if any other
matter is properly presented at the meeting, the individuals named on your proxy
card will vote your shares using their discretion.
If you are a beneficial owner of shares registered in the name
of your bank, broker or other agent or nominee, you should have received a proxy
card and voting instructions with these proxy materials from that organization
rather than from us. Simply complete and mail the Proxy Card to ensure that your
vote is counted. If you did not receive a proxy card, please follow the
instructions from your bank, broker or other agent or nominee included with
these proxy materials, or contact your bank, broker or other agent or nominee to
request a Proxy Card.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
If you receive more than one proxy card from us or your bank,
this usually means that your shares are registered in more than one name or are
registered in different accounts. Please complete, sign and return each proxy
card to ensure that all of your shares are voted.
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HAS THE BOARD OF DIRECTORS MADE A RECOMMENDATION REGARDING
THE MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING?
Yes. Our Board of Directors recommends that you cast your vote:
(1)
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FOR the election of the five (5) nominees for directors
named herein; and
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(2)
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FOR the ratification of the appointment of WWC., P.C.
as the Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017.
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CAN I CHANGE MY VOTE?
Yes. You may revoke your proxy by doing any of the following:
(1)
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You may send a written notice that you are revoking your
proxy to our Corporate Secretary at the address indicated below prior to
the Annual Meeting.
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(2)
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You may submit another properly completed proxy card with
a later date, so long as it is received by our Corporate Secretary prior
to the Annual Meeting.
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(3)
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You may attend the Annual Meeting and vote in person.
Simply attending the meeting will not, by itself, revoke your proxy. Any
written notice of revocation, or later dated proxy, should be delivered
to:
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American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600
If your shares are held by your broker or bank as a nominee or
agent, you should follow the instructions provided by your broker or bank.
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HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL
MEETING?
Preliminary voting results will be announced at the Annual
Meeting. Final voting results will be published in our current report on Form
8-K within four business days following the Annual Meeting.
Delivery of Proxy Materials to Households
The Securities and Exchange Commission (SEC) has adopted
rules that allow a company to deliver a single proxy statement or annual report
to an address shared by two or more of its stockholders. This method of
delivery, known as householding, permits us to realize significant cost
savings, reduces the amount of duplicate information stockholders receive, and
reduces the environmental impact of printing and mailing documents to you. Under
this process, certain stockholders will receive only one copy of our proxy materials and, as applicable, any additional
proxy materials that are delivered until such time as one or more of these
stockholders notifies us that they want to receive separate copies. Any
stockholders who object to or wish to begin householding may contact Mr.
Yunqiang, Sun, our Chief Financial Officer, orally by telephoning (+86)
539-731-7959, by email at
dongshiban@163.com
, or in writing to
American Lorain Corporation:
Beihuan Zhong Road, Junan County, Shandong,
China 276600. We will send an individual copy of the proxy statement to any
stockholder who revokes their consent to householding within 30 days of our
receipt of such revocation.
Interest of Officers and Directors in Matters to Be Acted
Upon
None of the Companys officers or directors has any interest in
any of the matters to be acted upon, except to the extent that the directors are
named as nominees for election to the Board of Directors.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
Our Board of Directors has the authority to fix the number of
Board seats and effective as of the date of the Annual Meeting of Stockholders
our Board has approved fixing the number of directors at five (5). Directors
serve for a term of one (1) year and stand for election at our annual meeting of
stockholders. Pursuant to our Bylaws, a majority of directors may appoint a
successor to fill any vacancy that occurs on the Board between annual meetings.
At the Meeting, stockholders will be asked to elect the
nominees for director listed below.
Nominees for Director
The nominees for director have consented to being named as
nominees in this Proxy Statement and have agreed to serve as directors, if
elected. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the five (5) nominees named below. The Board of Directors
has no reason to believe that any of the nominees will be unavailable for
election. The Directors who are elected shall hold office until the next Annual
Meeting of Stockholders or until their earlier death, resignation or removal, or
until their successors are elected and qualified. The following sets forth the
persons nominated by the Board of Directors for election and certain information
with respect to those individuals:
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Name
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Age
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Position
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Director Since
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Si Chen
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54
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Chairman, Chief Executive
Officer, President and Director
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2007
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Yimin Jin
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46
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Chief Strategic Officer and Director
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2017
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Maoquan Wei
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70
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Independent Director, Chair of
Nominating and Corporate Governance Committee
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2008
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Yuguo Zhang
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60
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Independent Director, Chair of Compensation
Committee,
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2017
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Hongxiang Yu
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37
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Independent Director, Chair of
Audit Committee
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2016
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Biographies
MR. SI CHEN.
Mr. Chen became our chief executive officer
and director in May 2007 upon the completion of our recapitalization, and was
also appointed our president in September 2009. Mr. Chen founded Shandong
Lorain, our first subsidiary, in 1994, and served as the chairman of our
subsidiaries since that time. Mr. Chen earned an associate degree from Linyi
Normal University. Mr. Chen has been our Companys founder and Chairman and
Chief Executive Officer since inception. He is the individual most familiar with
our business and industry, including the regulatory structure and other
industry-specific matters, as well as being most capable of effectively
identifying strategic priorities and leading the discussion and execution of
strategy.
MR. YIMIN JIN.
Mr. Jin was appointed as our Chief
Strategic Officer and was elected as a member of our Board of Directors
effective November 8, 2017. Mr.Jin has extensive experiences in investment and
financing industry, especially in the M&A world. From 1995 to 2001, Mr. Jin
served as the General Manager in Shanghai Pudong Development Bank, and from
2001-2017, Mr. Jin served as the Managing Director of Shanghai Xiefeng Science
and Technology Investment Co., Ltd. Mr. Jin received his college diploma from
Shanghai Shanda College in 1993 and received his Bachelor of Finance degree from
Shanghai Television University in 1998. Mr. Jin obtained his MSBA degree from
Madonna University in 2001.
MR. MAOQUAN WEI.
Mr. Wei, who has served as a member of
our Board of Directors and as a member of the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee since 2008, is
a retired government official who held various positions in the government of
Junan County, Shandong Province, China from 1987 to 2003, during which time Mr.
Wei was responsible for overseeing the agricultural development of Junan County
in the Shandong Province of China. Most recently, from 1998 to 2003, Mr. Wei was
the Chairman of the Political Conservative Conference of Junan County. Mr. Wei
also served as the Deputy Secretary of County Committee and Deputy Chairman of
Junan County. Mr. Wei has helped lead Junan County to win numerous honors,
including Top 100 National Fruit Products County and National Chestnut Base
County. Although retired, Mr. Weis expertise and experience with the
agricultural economy and resources in the countryside is invaluable to our
business.
MR. YUGUO ZHANG.
Mr. Zhang was appointed as one of our
directors of the Board and as a member of the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee on November 8,
2017. He has served as the president of Jiangsu Siyuan Port Co, Ltd. from 2014
to 2016. From 2012 to 2014, Mr. Zhang served as the president of Jiangsu Xinmin
Port Co., Ltd., and from 2008 to 2012, Mr. Zhang served as the president of
Rugao Port Group. Mr. Zhang received his Bachelor of Chinese Language degree from
Huadong Normal University in 1991 and obtained his MSBA degree from Madonna
University in 1999.
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MR. HONGXIANG YU.
Mr. Hongxiang Yu was appointed as a
director of the Board and as a member of the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee on August 25,
2016. Mr. Yu has served as the head of the internal auditing department of
Hongrun Construction Group Co., Ltd., a company listed on the Shenzhen Stock
Exchange, and as general manager for Hongruns foundation engineering subsidiary
from August 2006. In September 2015, Mr. Yu established and has been the
Chairman of Shanghai Highlights Asset Management Co., Ltd., a company engaged in
assets management and private equity investment in China. Since April 1, 2016,
Mr. Yu has also served as the Vice Chairman of Tianjin Dragon Film Limited, a
company engaged in investment in film industry including the both upstream and
downstream chain of film production business in China. Mr. Yu received his
Bachelor degree in International Trade in 2004 from University of Portsmouth and
his Master degree in International Human Resources Management in 2006 from
University of Portsmouth in U.K.
There are no arrangements or understandings between any of our
directors and any other person pursuant to which any director was selected to
serve as a director of our company. Directors are elected until their successors
are duly elected and qualified. There are no family relationships among our
directors or officers.
Director Qualifications and Diversity
We seek directors with established strong professional
reputations and experience in areas relevant to the strategy and operations of
our businesses. We seek directors who possess the qualities of integrity and
candor, who have strong analytical skills and who are willing to engage
management and each other in a constructive and collaborative fashion. We also
seek directors who have the ability and commitment to devote significant time
and energy to service on the Board and its committees. We believe that all of
our directors meet the foregoing qualifications. We do not have a policy with
respect to diversity.
Vote Required
Directors are elected by a plurality of the votes properly cast
in person or by proxy. If a quorum is present and voting, each of the five (5)
nominees for whom a plurality of votes is cast will be elected. Our Articles of
Incorporation do not permit stockholders to cumulate their votes for the
election of directors. Shares represented by executed proxies will be voted, if
authority to do so is not withheld, for the election of the five (5) nominees
named below. Abstentions and broker non−votes will have no effect on the outcome
of the election of directors.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF ALL THE DIRECTOR NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1.
13
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors is responsible
for the selection of our independent registered public accounting firm. The
Audit Committee has determined to appoint the public accounting firm of WWC.,
P.C., Certified Public Accountants, as independent registered public accounting
firm to audit our financial statements for the fiscal year ending December 31,
2017. Although our Audit Committee is directly responsible for selecting and
retaining our independent auditor and even though ratification is not required
by our bylaws, the Board of Directors is submitting the selection of WWC., P.C.
to our stockholders for ratification as a matter of good corporate practice and
we are asking our stockholders to approve the appointment of WWC., P.C. In the
event our stockholders fail to ratify the appointment, the Audit Committee may
reconsider this appointment.
The Company has been advised by WWC., P.C. that neither the
firm nor any of its associates had any relationship with the Company other than
the usual relationship that exists between independent registered public
accountant firms and their clients during the last fiscal year. A representative
of WWC., P.C., is expected to be present in person or by electronic conferencing
at the Annual Meeting, and will be afforded an opportunity to make a statement
at the Annual Meeting if the representative desires to do so. It is also
expected that such representative will be available at the Annual Meeting to
respond to appropriate questions by stockholders.
Independent Registered Public Accounting Firms Fees
The following table sets forth the aggregate fees billed by
WWC, P.C. for audit and non-audit services rendered to us in 2016 and 2015.
These fees are categorized as audit fees, audit-related fees, tax fees, and all
other fees. The nature of the services provided in each category is described
following the table.
|
|
2016
|
|
|
2015
|
|
Audit Fees
|
$
|
170,000
|
|
$
|
170,000
|
|
Audit-Related Fees
|
|
6,595
|
|
|
6,595
|
|
Tax Fees
|
|
5,000
|
|
|
5,000
|
|
Total Fees
|
|
181,595
|
|
|
181,595
|
|
Audit Fees.
We paid aggregate fees of approximately
$170,000 and $170,000 for the fiscal years ended December 31, 20165 and 2015,
respectively, to WWC, P.C for professional services rendered by such firm for
the audit and review of the financial statements included in our annual report
on Form 10-K and for the review of the financial statements included in our
quarterly reports on Form 10-Q.
Audit-Related Fees.
We paid aggregate fees to WWC, P.C.
of approximately $6,595and $6,595 for the fiscal years ended December 31, 2016
and 2015, respectively, for travel expenses.
Tax Fees.
We paid aggregate fees of approximately $5,000
for each of the fiscal years ended December 31, 2016 and 2015, respectively, to
WWC, P.C. for professional services rendered for tax compliance, tax advice and
tax planning.
14
All Other Fees
.
We did not pay any fees to
WWC, P.C. for any other professional services during the fiscal years ended
December 31, 2016 and 2015.
Board of Directors Pre-Approval Policies and Procedures
The Audit Committee has the sole authority to review in advance
and grant any pre-approvals of (i) all auditing services to be provided by the
independent auditor, (ii) all significant non-audit services to be provided by
the independent auditors as permitted by Section 10A of the Exchange Act, and
(iii) all fees and the terms of engagement with respect to such services, except
that the Audit Committee may delegate the authority to pre-approve non-audit
services to one or more of its committee members who will present his decisions
to the full Audit Committee at the first meeting following such decision. All
audit and non-audit services performed by WWC, P.C. during fiscal years 2015 and
2014 were pre-approved pursuant to the procedures outlined above. Prior to the
establishment of the Audit Committee, all services of the independent auditors
were approved by the full board of directors.
Vote Required
The ratification of the appointment of WWC, P.C. as our
independent auditor requires the approval by the holders of a majority of the
shares of our common stock issued and outstanding, present in person or voting
by proxy.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote FOR
ratification of the selection of WWC, P.C. as the Companys independent
registered public accounting firm for the fiscal year 2017.
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND
CONTROL PERSONS
The following table sets forth the name and age of each member
of our current members of our board of directors and/or executive officers, the
positions and offices held by each of them with us, and the period during which
they have served in their respective position. Directors serve until the
election and qualification of their successors. There was no arrangement or
understanding between any executive officer or director and any other person
pursuant to which any person was elected as an executive officer or director.
There are no family relationships among our officers, directors, or persons
nominated for such positions.
Name
|
Age
|
Position
|
Period Served
|
Si Chen
|
54
|
Chairman, Chief Executive
Officer, President and Director
|
2007- Present
|
Yimin Jin
|
46
|
Chief Strategic Officer and Director
|
2017 Present
|
Maoquan Wei
|
70
|
Independent Director, Chair of
Nominating and Corporate Governance Committee
|
2008 Present
|
Yuguo Zhang
|
60
|
Independent Director, Chair of Compensation
Committee
|
2017 Present
|
Hongxiang Yu
|
37
|
Independent Director, Chair of
Audit Committee
|
2016 Present
|
Yunqiang Sun
|
44
|
Chief Financial Officer
|
2016 Present
|
15
The biographies of all of our directors of the Board can be
found under Proposal 1 - Election of Directors.
MR. YUNQIANG SUN.
Mr. Sun has been an accounting manager
of Shandong Lorain Co., Ltd. since 2014. From 2009 to 2014, Mr. Yunqiang Sun
served as the Chief Financial officer of Shandong Quanrixing Food Co., Ltd. From
2007 to 2009, he served as Account Manager of Shandong Linyi Kaijia Food Co.,
Ltd. From 1992 to 2007, he served as Chief Financial Officer of Shandong
Chunyuan Food Co., Ltd. Mr. Yunqiang holds a degree in Economics from Linyi
Trading College.
Our Board of Directors
Our board of directors is comprised of a majority of
independent directors as defined under NYSE MKT Company Guide. Messrs. Maoquan
Wei, Yuguo Zhang and Hongxiang Yu satisfy the independence requirements
established by Section 803(A)(2) of the NYSE MKT Company Guide and also the
requirements of Rule 10A-3 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). The board of directors has determined that none of
the designated independent directors have any relationship that, under NYSE MKT
Company Guide, would preclude their service on any of the standing committees of
the board of directors. In making its determination, the board considered
transactions and relationships between each director or his immediate family and
the Company and its subsidiaries.
We are a smaller reporting company and under the NYSE MKT
Company Guide, we are only required to maintain a Board of Directors at least
half of whom are independent directors, and an audit committee of at least two
members, comprised solely of independent directors who also meet the
requirements of Rule 10A-3 under the Exchange Act.
We have the following board committees: Audit Committee,
Compensation Committee, and Nominating and Corporate Governance Committee. Each
Board Committee consists entirely of independent and non-employee directors. The
Board of Directors has adopted a written charter for each of the committees
which is available on the Companys website
http://www.usalr.cn/
. Printed
copies of each of our committee charters may be obtained, without charge, by
contacting American Lorain Corporation, c/o Board of Director Office, Beihuan
Zhong Road, Junan County, Shandong, Peoples Republic of China, 276600.
Boards Leadership Role in Risk Oversight
Our chairman of the Board of Directors and Chief Executive
Officer is Mr. Si Chen. The majority of directors are independent and our Audit
Committee, Compensation Committee, and Nominating and Corporate Governance
Committee are comprised entirely of independent directors. Our Board of Directors is involved in the oversight of risks that could
affect the Company. This oversight is conducted primarily through committees of
the Board of Directors, but the full Board of Directors retains responsibility
for general oversight of risks. The Compensation Committee is responsible for
overseeing the management of risks related to the Companys executive
compensation plans and arrangements. The Audit Committee oversees management of
financial risks, including risks related to liquidity, credit, operations and
regulatory compliance, among others, and the processes in place to monitor and
control such exposures. The Nominating and Corporate Governance Committee
manages risks associated with the independence of the Board of Directors and
potential conflicts of interest. Our Board of Directors and its committees have
access at all times to the Companys management to discuss any matters of
interest, including those related to risk. We believe that our Board leadership
structure enables senior management to communicate identified risks to our Board
of Directors and its committees and affords a free flow of communications
regarding risk identification and mitigation.
16
Meetings of the Board of Directors
During the fiscal year 2016, our board held five meetings. We
do not have a policy with regard to Board members attendance at annual meetings
of stockholders. All directors attended our 2016 Annual Meeting of Stockholders.
Executive Sessions
The Board also encourages our independent directors to meet in
executive sessions without our management. The independent directors met twice
in executive session during fiscal year 2016.
Audit Committee
Our board of directors has established an Audit Committee in
accordance with Section 3(a)(58)(A) of the Exchange Act which, during fiscal
year 2016, consists of the following independent directors: Messrs. Yuguo Zhang,
Hongxiang Yu, and Maoquan Wei. Mr. Yu is the chairman of the Audit Committee and
is our audit committee financial expert.
Each member of the Audit Committee meets the independence
criteria prescribed by Rule 10A-3 under the Exchange Act, and each constitutes
an independent director as defined in Section 803(A)(2) of the NYSE MKT
Company Guide.
The Audit Committee assists our board in monitoring:
|
|
our accounting, auditing, and financial
reporting processes;
|
|
|
|
|
|
the integrity of our financial statements;
|
|
|
|
|
|
internal controls and procedures designed to
promote our compliance with accounting standards and applicable laws and
regulations; and
|
|
|
|
|
|
the appointment and evaluation of the
qualifications and independence of our independent
auditors.
|
17
During the fiscal year 2016, our Audit Committee held four
meetings.
Compensation Committee
The functions of the Compensation Committee are as follows:
|
|
to assist our board in discharging its
responsibilities with respect to compensation of our executive officers
and directors;
|
|
|
|
|
|
to evaluate the performance of our executive
officers;
|
|
|
|
|
|
to assist our board in developing succession
plans for executive officers; and
|
|
|
|
|
|
to administer our stock and incentive
compensation plans and recommend changes in such plans to our board as
needed.
|
The current members of the Compensation Committee are Messrs.
Zhang, Yu and Wei. Mr. Zhang is the chairman of the Compensation Committee. All
current members of the Compensation Committee are independent directors, and all
past members were independent directors at all times during their service on
such Committee. None of the past or present members of our Compensation
Committee are present or past employees or officers of the Company or any of our
subsidiaries. No member of the Compensation Committee has had any relationship
with us requiring disclosure under Item 404 of Regulation S-K. None of our
executive officers serves on the board of directors or compensation committee of
a company that has an executive officer that serves on our Board of Directors or
Compensation Committee.
The Compensation Committee may not delegate its
responsibilities to another committee, individual director or member of
management.
The Compensation Committee meets on an annual basis and holds
special meetings as needed. The Compensation Committee meetings may be called by
the Committee chairman, the Chairman of the Board of Directors or a majority of
Committee members. The Chief Executive Officer and Chief Financial Officer also
provide recommendations to the Compensation Committee relating to compensation
of other executive officers. The Compensation Committee held two meetings in
fiscal year 2016.
Nominating and Corporate Governance
The Nominating and Corporate Governance assists the Board of
Directors in identifying individuals qualified to become our directors and in
determining the composition of the Board of Directors and its committees. The
Nominating and Corporate Governance is responsible for, among other things:
18
|
|
to make recommendations to the Board of
Directors with respect to the size and composition
of the Board of Directors;
|
|
|
|
|
|
to make recommendations to the Board of
Directors on the minimum qualifications and standards for director
nominees and the selection criteria for the Board members;
|
|
|
|
|
|
to review the qualifications of potential
candidates for the Board of Directors;
|
|
|
|
|
|
to make recommendations to the Board of
Directors on nominees to be elected at the Annual Meeting of Stockholders;
and
|
|
|
|
|
|
to seek and identify a qualified director
nominee, in the event that a director vacancy occurs, to be recommended to
the Board of Directors for either appointment by the Board of Directors to
serve the remainder of the term of a director position that is vacant or
election at the Annual Meeting of the Stockholders.
|
The current members of the Nominating and Corporate Governance
are Messrs. Zhang, Yu and Wei. Mr. Wei is the chairman of the Compensation
Committee.
During the fiscal year 2016, our Nominating and Corporate
Governance Committee held two meetings.
Shareholder Nominations for Director
Shareholders may propose candidates for board membership by
writing to American Lorain Corporation, c/o Board of Director Office, Beihuan
Zhong Road, Junan County, Shandong, Peoples Republic of China, 276600. Any such
proposal must contain the name, holdings of our securities and contact
information of the person making the nomination, the candidates name, address
and other contact information, any direct or indirect holdings of our securities
by the nominee, any information required to be disclosed about directors under
applicable securities laws and/or stock exchange requirements, information
regarding related party transactions with our company and/or the stockholder
submitting the nomination; any actual or potential conflicts of interest, the
nominees biographical data, current public and private company affiliations,
employment history and qualifications and status as independent under
applicable securities laws and stock exchange requirements. Nominees proposed by
stockholders will receive the same consideration as other nominees.
Communications with the Board of Directors
The Company has a process for stockholders and other interested
parties who wish to communicate with the Board of Directors. Stockholders and
other interested parties who wish to communicate with the Board of Directors may
contact our Board of Directors, or specific members of our Board of Directors,
by writing to: American Lorain Corporation, c/o Board of Director Office,
Beihuan Zhong Road, Junan County, Shandong, Peoples Republic of China, 276600.
19
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission, which we also refer to throughout
this report as the SEC. Based solely on our review of the copies of such forms
furnished to us and written representations from our executive officers,
directors and such beneficial owners, we believe that all filing requirements of
Section 16(a) of the Exchange Act were timely complied with during the fiscal
year ended December 31, 2016, except for except for Mr. Si Chen did not file on
time the Form 4 after DEG acquired 10,794,066 shares from him upon foreclosure
of share pledge on September 7, 2016.
Code of Ethics
Our Board of Directors adopted a Code of Ethics that applies to
all of our directors, executive officers, including our principal executive
officer, principal financial officer and principal accounting officer, and
employees. The Code of Ethics addresses, among other things, honesty and ethical
conduct, conflicts of interest, compliance with laws, regulations and policies,
including disclosure requirements under the federal securities laws,
confidentiality, trading on inside information, and reporting of violations of
the code. The Code of Ethics is available on the Corporate Governance page of
our website under the Investor link at
http://www.usalr.cn/
, and a copy
of the Code of Ethics is available to any shareholder requesting a copy by
writing to: American Lorain Corporation, c/o Board of Director Office, Beihuan
Zhong Road, Junan County, Shandong, China 276600. We intend to disclose on our
website, in accordance with all applicable laws and regulations, amendments to,
or waivers from, our Code of Ethics.
REPORT OF THE AUDIT COMMITTEE
The members of the Audit Committee have been appointed by the
Board of Directors. The Audit Committee consists solely of independent
directors, as defined by NYSE MKT Company Guide. The Audit Committee operates
under a written charter to assure continued compliance with SEC and NYSE MKT
Company Guide enacted in response to requirements of the Sarbanes-Oxley Act.
The Audit Committee assists the Board of Directors in
monitoring the integrity of our financial statements, the independent registered
public accounting firms qualifications and independence, the performance of the
independent registered public accounting firm, and our compliance with legal and
regulatory requirements. Management is responsible for our internal controls and
the financial reporting process. The independent registered public accounting
firm is responsible for performing an independent audit of our financial
statements in accordance with generally accepted auditing standards and for
issuing a report on those financial statements. The Audit Committee monitors and
oversees these processes.
In this context, the Audit Committee has reviewed and discussed
the audited financial statements for the year ended December 31, 2016 with
management and with WWC., P.C., our independent registered public accounting
firm. The Audit Committee has discussed with WWC., P.C the matters required to
be discussed by Statement on Auditing Standards No. 61, as amended
(Communications with Audit Committees) as adopted by The Public Company
Accounting Oversight Board in Rule 3200T, which includes, among other items, matters related to the conduct of
the audit of American Lorains annual financial statements.
20
The Audit Committee has also received the written disclosures
and the letter from WWC, P.C. required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent registered public
accountants communications with the Audit Committee concerning independence and
has discussed with WWC, P.C. the issue of their independence from our company
and management. In addition, the Audit Committee has considered whether the
provision of non-audit services by the independent registered public accounting
firm in 2016 is compatible with maintaining the auditors independence and has
concluded that it is.
Based on its review of the audited financial statements and the
various discussions noted above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in our Annual Report
on Form 10-K for the year ended December 31, 2016. The Audit Committee has also
recommended, subject to stockholder ratification, the selection of our
independent registered public accounting firm for the year ending December 31,
2017.
Respectfully submitted by the Audit Committee,
Yuguo Zhang, Chairman
Hongxiang Yu
Maoquan Wei
The information contained in this Audit Committee Report shall
not be deemed to be soliciting material or to be filed with the SEC, nor
shall such information be incorporated by reference into any filings under the
Securities Act or under the Exchange Act, except to the extent that we
specifically incorporate this information by reference into any such filing.
EXECUTIVE COMPENSATION
Executive Compensation
Summary Compensation Table
The following table sets forth information concerning all forms
of compensation earned by our named executive officers during the fiscal years
ended December 31, 2015 and 2016 for services provided to us and our
subsidiaries. None of our current executive officers earned compensation that
exceeded $100,000 during the fiscal years ended December 31, 2015 or 2016.
Name and Principal
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
All Other
|
|
|
|
|
Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Award
s
|
|
|
Award
s
|
|
|
Compensatio
n
|
|
|
Total
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
Si Chen,
|
|
2016
|
|
$
|
66,000
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
66,000
|
|
Chairman of Board of
Directors,
and
Chief Executive Officer
|
|
2015
|
|
$
|
66,000
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
66,000
|
|
Yimin Jin, Chief
|
|
2016
|
|
$
|
0
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
0
|
|
Strategic Officer and Director
|
|
2015
|
|
$
|
0
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
0
|
|
Yunqiang Sun,
Chief
Financial Officer
|
|
2016
|
|
$
|
27,096
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
27,096
|
|
Yundong Lu, Chief
|
|
2016
|
|
$
|
16,154
|
|
$
|
-0-
|
|
$
|
17,300
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
33,454
|
|
Operating Officer and Director
|
|
2015
|
|
$
|
16,154
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
16,154
|
|
21
Employment Agreements
Pursuant to Mr. Chens employment agreement, we paid Mr. Chen a
base salary of $66,000 in cash during fiscal years ended December 31, 2016 and
2015. Mr. Chens employment agreement does not provide any change in control or
severance benefits and we do not have any separate change-in-control agreements
with Mr. Chen or any of our other executive officers.
Pursuant to Mr. Lus employment agreement, we paid Mr. Lu a
base salary of $16,154 in cash during fiscal year ended December 31, 2016 and
2015. Mr. Lus employment agreement does not provide any change in control or
severance benefits.
Pursuant to Mr. Suns employment agreement, we are obligated to
pay Mr. Sun a base salary of RMB 15,000 per month ($2,258 at then current
exchange rate) in cash during fiscal year ended December 31, 2016.
Outstanding Equity Awards at Fiscal Year End
There were no option awards outstanding for any of the named
executive officer at December 31, 2016.
2014 Equity Incentive Plan
Pursuant to our 2014 Equity Incentive Plan, if an employee is
terminated for any reason other than retirement, disability or death, then the
employee shall have the right to exercise the portions of any option which was
exercisable as of the date of such termination, in whole or in part, at any time
within three (3) months after the date of such termination or such lesser period
specified in the Award Agreement (but in no event after the earlier of (i) the
expiration date of the Incentive Stock Option as set forth in the Award
Agreement, and (ii) ten (10) years from the Grant Date (five (5) years for a Ten
Percent Stockholder). However, in the event of termination for Cause, the
employee will immediately forfeit all rights to any and all Awards outstanding.
22
If an optionee dies while employed by, engaged as a consultant
to, or serving as a director of the company, the portion of such optionees
option which was exercisable at the date of death may be exercised, in whole or
in part, by the estate of the decedent or by a person succeeding to the right to
exercise such option at any time within (i) a period, as determined by the Board
of Directors, of not less than six months nor more than one year after the
optionees death or (ii) during the remaining term of the option, whichever is
the lesser. The option may be so exercised only with respect to installments
exercisable at the time of optionees death and not previously exercised by the
optionee.
Benefit Plans
We do not have any profit sharing plan or similar plans for the
benefit of our officers, directors or employees.
Director Compensation
We pay each of our non-employee directors RMB 100,000
(approximately US $16,278) per year. We may reimburse our non-employee directors
for reasonable travel expenses related to attendance at Board or Board Committee
meetings. In 2015, we did not make any such reimbursements.
Our policy is not to pay compensation to directors who are also
employees of the Company or its subsidiaries. As a result, Mr. Si Chen and Mr.
Yundong Lu did not receive any compensation in 2016 for their service as
directors.
The following table reflects the compensation earned by our
non-executive directors during the fiscal year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
Fees Earned
or
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensatio
n
|
|
|
All Other
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Award
s
|
|
|
Award
s
|
|
|
Compensatio
n
|
|
|
Earnings
|
|
|
Compensatio
n
|
|
|
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Total
|
|
(a)
|
|
(b)(1)
|
|
|
(c)(1)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maoquan Wei
|
|
16,278
|
|
|
17,300
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
33,57 8
|
|
Dekai Yin
|
|
16,278
|
|
|
0
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
16,27 8
|
|
William Jianxiao Wu
|
|
16,278
|
|
|
0
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
16,27 8
|
|
(1) Represents the grant date fair value of the stock award
granted to Mr. Wei, Mr. Yin and Mr. Wu on May 18, 2015 under the 2014 Equity
Incentive Plan (which is described above under the section entitled 2014 Equity Incentive Plan) computed in accordance
with FASB ASC Topic 718. The grant date fair value was calculated using a price
per share of $1.44, the closing price per share of our common stock on May 18,
2015, the date the awards were granted by the Company.
23
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding beneficial
ownership of our common stock as of November 16, 2017 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our named executive officers and directors and (iii) by all of our officers
and directors as a group. Beneficial ownership is determined in accordance with
the rules of the SEC that deem shares to be beneficially owned by any person who
has voting or investment power with respect to such shares. Except as otherwise
indicated, the persons listed below have advised us that they have direct sole
voting and investment power with respect to the shares listed as owned by them.
Unless otherwise specified, the address of each of the persons
set forth below is c/o American Lorain Corporation, Beihuan Zhong Road, Junan
County, Shandong, China 276600.
In the table below, percentage ownership is based on 38,259,490
shares of our common stock outstanding as of November 16, 2017.
|
|
Amount
and nature of
|
|
|
Percent of class
|
|
Name and title of
beneficial owner
|
|
beneficial ownership
|
|
|
|
|
Mr. Si Chen, Chairman, CEO
and President
(1)
|
|
3,978,988
|
|
|
10.4%
|
|
DEG-Deutsche Investitions-
und Entwicklungsgesellshaft mbH
(2)
|
|
10,794,066
|
|
|
28.2%
|
|
Tongley Investments Ltd.
(3)
|
|
4,183,234
|
|
|
10.9%
|
|
Jade Lane Group Limited
(4)
|
|
2,355,276
|
|
|
6.20%
|
|
Mr. Yimin Jin, COO and
Director
(5)
|
|
-
|
|
|
*
|
|
Mr. Yuguo Zhang,
Director
(6)
|
|
-
|
|
|
*
|
|
Mr. Maoquan Wei, Director
|
|
-
|
|
|
*
|
|
Mr. Hongxiang Yu,
Director
(7)
|
|
-
|
|
|
*
|
|
Yunqiang Sun
(8)
|
|
-
|
|
|
*
|
|
All officers and directors as
a group (6 persons)
|
|
3,979,988
|
|
|
10.4%
|
|
* Less than 1%
(1)
|
10,794,066 shares of common stock that has been pledged
under the Share Pledge Agreement, dated October 19, 2010, for the benefit
of DEG-Deutsche Investitions- und Entwicklungsgesellshaft mbH (DEG) in
order to secure the obligations of the Company and its subsidiary Junan
Hongrun Foodstuff Co., Ltd. under a Loan Agreement, dated May 31, 2010,
among the Company, DEG and Mr. Si Chen (the Loan Agreement) transferred
to DEG on September 7, 2016 by DEG notifing the Agent under the Pledge
Agreement that the Company was in default under the Loan
Agreement.
|
|
|
(2)
|
On September 7, 2016, DEG acquired beneficial ownership
of 10,794,066 shares of Common Stock upon foreclosure of the pledge from Mr. Si Chen.
|
24
(3)
|
Based on information supplied by Tongley Investment Ltd.
in a Schedule 13G/A filed with the SEC on February 18, 2014. The address
of Tongley Investment Ltd. is P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands.
|
|
|
(4)
|
Based on information supplied by Jade Lane in a Schedule
13D filed with the SEC on July 17, 2014. The address of Jade Lane is
located at Unit 1109-1116, HSBC Building, Shanghai IFC, 8 Century Avenue,
Pudong District, Shanghai 200120, China.
|
|
|
(5)
|
On November 8, 2017, the Board appointed Yimin Jin as a
member of the Board and Chief Strategic Officer, to serve until him
successor has been duly elected and qualified.
|
|
|
(6)
|
On November 8, 2017, the Board appointed Yuguo Zhang as a
member of the Board, the Chairman of the Compensation Committee, a member
of the Audit Committee and the Corporate Governance and Nominating
Committee of the Board, to serve until him successor has been duly elected
and qualified.
|
|
|
(7)
|
On August 25, 2016, the Board appointed Hongxiang Yu as a
member of the Board, the Chairman of the Audit Committee, a member of the
Corporate Governance and Nominating Committee and the Compensation
Committee of the Board, to serve until him successor has been duly elected
and qualified.
|
|
|
(8)
|
Mr. Sun was appointed CFO on November 22,
2016.
|
Equity Compensation Plan Information
Information for our equity compensation plans in effect as of
the end of fiscal year 2016 is as follows:
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
securities
|
|
|
|
|
|
|
|
|
|
remaining
|
|
|
|
(a)
|
|
|
|
|
|
available for
|
|
|
|
Number of
|
|
|
(b)
|
|
|
future under
|
|
|
|
securities to be
|
|
|
Weighted
|
|
|
equity
|
|
|
|
issued upon
|
|
|
average exercise
|
|
|
compensation
|
|
|
|
exercise of
|
|
|
price of
|
|
|
plans (excluding
|
|
|
|
outstanding
|
|
|
outstanding
|
|
|
securities
|
|
|
|
options, warrants
|
|
|
options,
warrants
|
|
|
reflected in
|
|
|
|
and rights
|
|
|
issues and rights
|
|
|
column (a)
|
|
Plan category
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
1,990,000
|
(1)
|
Equity compensation plans not approved by
security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
N/A
|
|
|
N/A
|
|
|
1,990,000
|
|
(1) Under our 2014 Equity Incentive Plan, the maximum number of
shares of common stock available for issuance is 3,000,000. As of December 31,
2016, a total of 1,010,000 shares of restricted stock and restricted stock units
have been granted pursuant to the 2014 Equity Incentive Plan.
25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Related Party Transactions
Pursuant to a Share Pledge Agreement, dated October 19, 2010
(the Share Pledge Agreement), Mr. Si Chen, our chief executive officer and
chairman, has pledged 5,313,574 shares of Common Stock (the Pledged Shares)
for the benefit of DEG-Deutsche Investitions- und Entwicklungsgesellshaft mbH
(DEG) in order to secure the obligations of the Company and its subsidiary
Junan Hongrun Foodstuff Co., Ltd. (Junan Hongrun) under a Loan Agreement,
dated May 31, 2010, among the Company, DEG and Mr. Si Chen (the Loan
Agreement). In the event that the value of the pledged assets is less than 150%
of the amounts made available to the Junan Hongrun under the Loan Agreement, DEG
has the right to require additional security in the form of fixed assets or
shares under the Loan Agreement and Share Pledge Agreement. Pursuant to a letter
agreement, dated November 15, 2012, Mr. Si Chen has pledged an additional
5,480,492 shares of Common Stock to DEG under the Pledge Agreement in order to
secure the obligations of the Borrower under the Loan Agreement. The total
number of shares pledged under the Pledge Agreement is now 10,794,066 shares of
Common Stock. For so long as no event of default under the Loan Agreement has
occurred, Mr. Si Chen continues to retain all voting rights with respect to the
Pledged Shares.
On March 13, 2014, Mr. Si Chen, our chief executive officer and
chairman, provided a personal guaranty of the March 13, 2014 Convertible
Promissory Note issued by the Company to an investor in the principal amount of
$3.5 million.
On September 7, 2016, DEG acquired beneficial ownership of
10,794,066 shares of Common Stock upon foreclosure of the pledge from Mr. Si
Chen. Such shares constitute approximately 28.2% of the total number of shares
of Common Stock of the Issuer outstanding as of September 30, 2015.
Policy for Approval of Related Party Transactions
Our Audit Committee Charter provides that all related party
transactions required to be disclosed under SEC rules are to be reviewed by the
Audit Committee.
26
STOCKHOLDER PROPOSALS FOR 2017 ANNUAL MEETING
Proposals to be Included in Proxy Statement
Stockholders are hereby notified that if they wish a proposal
to be included in our proxy statement and form of proxy relating to the 2018
annual meeting of stockholders, they must deliver a written copy of their
proposal no later than September 28, 2018. If the date of next years annual
meeting is changed by more than 30 days from the date of this years meeting,
then the deadline is a reasonable time before we begin to print and mail proxy
materials. Proposals must comply with the proxy rules relating to stockholder
proposals, in particular Rule 14a-8 under the Securities Exchange Act of 1934,
in order to be included in our proxy materials.
Proposals to be submitted for the Annual Meeting
A stockholder may wish to have a proposal presented at the 2018
Annual Meeting, but not to have such proposal included in the Companys proxy
statement and form of proxy relating to that meeting. If notice of any such
proposal is not received by the Company at its principal executive offices on or
before October 10, 2018 (45 calendar days prior to the anniversary of the
mailing date of this proxy statement), then such proposal shall be deemed
untimely for purposes of Securities and Exchange Commission Rule 14a-4(c). If
the date of our 2018 annual meeting has been changed by more than 30 days from
the date of our 2017 Annual Meeting, stockholders written notices must be
received by us a reasonable time before we begin to print and mail proxy
materials for our 2018 annual meeting.
Mailing Instructions
Proposals should be delivered to American Lorain Corporation,
c/o Board of Director Office, Beihuan Zhong Road, Junan County, Shandong, China
276600. To avoid controversy and establish timely receipt by the Company, it is
suggested that stockholders send their proposals by certified mail, return
receipt requested.
STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders who wish to contact any of our directors either
individually or as a group may do so by writing to c/o American Lorain
Corporation, c/o Board of Director Office, Beihuan Zhong Road, Junan County,
Shandong, China 276600, or by telephone at (+86) 539-731-7959 specifying whether
the communication is directed to the entire Board or to a particular director.
Submitting stockholders should indicate they are a stockholder of our company.
Company personnel will screen stockholder communications and depending on the
subject matter, will: forward the inquiry to the chairman of our Board of
Directors, who may forward the inquiry to a particular director if the inquiry
is directed towards a particular director; forward the inquiry to the
appropriate personnel within our company (for instance, if it is primarily
commercial in nature); attempt to handle the inquiry directly (for instance, if
it is a request for information about our company or a stock-related matter); or
not forward the inquiry if it relates to an improper or inappropriate topic or
is otherwise irrelevant.
27
ADDITIONAL INFORMATION
Other Matters
The Board of Directors does not know of any matter other than
those described in this proxy statement that will be presented for action at the
meeting. If other matters properly come before the meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their
judgment.
A COPY OF THE COMPANYS FORM 10-K FOR FISCAL YEAR 2016 IS
INCLUDED AS PART OF THE COMPANYS ANNUAL REPORT ALONG WITH THIS PROXY STATEMENT;
BOTH ARE AVAILABLE AT
http://www.usalr.cn/
.
Available Information
The Company maintains an internet web site at
http://www.usalr.cn/
. The Company files reports with the Securities and
Exchange Commission and makes available free of charge on or through this web
site its annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K, including all amendments to those reports. These are
available as soon as is reasonably practicable after they are filed with the
SEC. All reports mentioned above are also available from the SECs web site
(
http://www.sec.gov
). The information on the Companys web site or any
report the Company files with, or furnishes to, the SEC is not part of this
proxy statement.
If you have any questions about the actions described above,
you may contact the Company at Beihuan Zhong Road, Junan County, Shandong, China
276600; Telephone (+86) 539-731-7959.
|
By Order of the Board of Directors
|
|
|
|
|
|
By : /
s/ Si Chen
|
November 17, 2017
|
Chief Executive Officer
|
28
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