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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[X]
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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):
[X]
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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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(2)
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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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(1)
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Amount Previously Paid: N/A
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(2)
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Form, Schedule or Registration Statement No.:
N/A
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(3)
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Filing Party: N/A
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(4)
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Date filed: N/A
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1
American Lorain Corporation
Beihuan Zhong
Road
Junan County
Shandong, China 276600
Tel: (+86) 539-731-7959
LETTER FROM THE CHIEF EXECUTIVE OFFICER
April 29, 2016
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Dear Stockholder:
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On behalf of the Board of
Directors of American Lorain Corporation, I invite you to attend our 2016 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 June 30, 2016 at
10:00 a.m. China Standard Time. The Notice of Annual Meeting of Stockholders,
the Proxy Statement, proxy card and our 2015 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.
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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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2
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 June 30, 2016
Dear Stockholder,
Notice is hereby given that the
2016 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 June 30, 2016 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, 2016;
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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 May 20, 2016, 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: April 29, 2016
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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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3
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 June
30, 2016.
Stockholders may view this proxy statement, our form of proxy
and our 2015 Annual Report
to Stockholders over the Internet by
accessing our website at
http://www.americanlorain.com
4
American Lorain Corporation
Beihuan Zhong
Road
Junan County
Shandong, China 276600
Tel: (+86) 539-7317959
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PROXY STATEMENT
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2016 ANNUAL MEETING OF STOCKHOLDERS
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The Board of Directors of American Lorain Corporation, a Nevada
corporation, seeks your proxy for use at our 2016 Annual Meeting of Stockholders
(or any adjournment, postponement or rescheduling thereof) to be held on June
30, 2016, 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 May 25, 2016. 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, 2016;
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(3)
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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 May 20, 2016, the record date, will receive notice of, and be
entitled to vote at, our Annual Meeting. At the close of business on April 27,
2016, approximately 38,259,490 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 May 20, 2016, 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 May 20, 2016, 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 38,259,490 shares of common stock
outstanding and entitled to vote. Thus, at least 19,129,746 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.
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.
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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.
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;
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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, 2016; and
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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.
8
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. Johnny Zhou, our Chief Financial Officer, orally by
telephoning (+86) 539-731-7959, by email at
johnny.zhou@usalr.cn
, 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.
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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53
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Chairman, Chief Executive
Officer, President and Director
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2007
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Yundong Lu
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41
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Chief Operating Officer and Director
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2008
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Maoquan Wei
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69
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Independent Director, Chair of
Compensation Committee
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2008
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Dekai Yin
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63
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Independent Director, Chair of Audit Committee
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2009
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Jianxiao Wu
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38
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Independent Director, Chair of
Nominating and Corporate Governance Committee
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2013
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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. YUNDONG LU.
Mr. Lu was appointed as our Chief
Operating Officer and was elected as a member of our Board of Directors
effective August 1, 2008. Mr. Lu joined the Company in 1994 and has held various
positions since then. From April 2003 to May 2005, Mr. Lu was the General
Manager of Beijing Lorain and the Deputy General Manager of our subsidiaries.
From May 2005 to February 2007, Mr. Lu was the General Manager of Lorain
International Trading and the Deputy General Manager of our subsidiaries. From
February to August 2008, Mr. Lu was the General Manager of our subsidiaries. Mr.
Lu was recognized as an Outstanding Entrepreneur in Shandong Province in 2007.
Mr. Lu earned an MBA from Shandong University and a Bachelor of Arts degree from
Shandong University. Because of his tenure with the Company, he is familiar with
our business and industry, including the regulatory structure and other
industry-specific matters.
MR. MAOQUAN WEI.
Mr. Wei, who has served as a member of
our Board of Directors 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. DEKAI YIN.
Mr. Yin was appointed one of our
directors in September 2009. He has been working as the President of Zibo branch
of the Agricultural Bank of China since 2004. Before that position, Mr. Yin
served as the Vice President and the President at Linyi branch of the
Agricultural Bank of China from 1995-2004. Mr. Yin has a degree in economic
management and is regarded as a senior economist due to his distinguished
expertise in the banking and accounting industries and economic development. Our
company greatly benefits from Mr. Yins invaluable expertise in banking and
accounting systems and operations.
MR. WILLIAM JIANXIAO WU.
Mr. William Jianxiao Wu 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
March 11, 2013. Mr. Wu chairs the Nominating and Corporate Governance Committee.
Mr. Wu served as a Venture Partner of The Hina Group, a boutique investment
banking firm registered with FINRA USA from 2006 to present. During his time
with The Hina Group, Mr. Wu was involved in numerous private placements and
M&A deals, such as representing Asiainfo Holdings, Inc. (Nasdaq: Asia) in
its merger with Linkage Technologies International Holdings Limited. From 2006
to 2011, Mr. Wu was involved in the closings of transactions which in the
aggregate are valued at more than $1 billion in the telecom and the high-tech
sectors. Mr. Wu is the founding partner of Yi Jiu Tian Xing (Beijing) Capital
Investment Advisory Co. Ltd. which provides advisory investment services in
China. Mr. Wu holds a Bachelors Degree in Electronic Engineering from Wuhan
University and an IMBA from the Tsinghua University School of Economics and
Management. He was also awarded the title of Honorable MBA Alumni by The Hong
Kong University of Science and Technology.
10
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.
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,
2016. 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.
11
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 2015 and 2014.
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.
|
|
2015
|
|
|
2014
|
|
Audit Fees
|
$
|
170,000
|
|
$
|
185,000
|
|
Audit-Related Fees
|
|
6,595
|
|
|
20,415
|
|
Tax Fees
|
|
5,000
|
|
|
5,000
|
|
Total Fees
|
|
181,595
|
|
|
210,415
|
|
Audit Fees.
We paid aggregate fees of approximately
$170,000 and $185,000 for the fiscal years ended December 31, 2015 and 2014,
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 $20,415 for the fiscal years ended December 31, 2015
and 2014, respectively, for travel expenses.
Tax Fees.
We paid aggregate fees of approximately $5,000
for each of the fiscal years ended December 31, 2015 and 2014, respectively, to
WWC, P.C. for professional services rendered for tax compliance, tax advice and
tax planning.
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, 2015 and 2014.
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.
12
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 2016.
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
|
53
|
Chairman, Chief Executive
Officer, President and Director
|
2007- Present
|
Yundong Lu
|
41
|
Chief Operating Officer and Director
|
2008 Present
|
Maoquan Wei
|
69
|
Independent Director, Chair of
Compensation Committee
|
2008 Present
|
Dekai Yin
|
63
|
Independent Director, Chair of Audit Committee
|
2009 Present
|
Jianxiao Wu
|
38
|
Independent Director, Chair of
Nominating and Corporate Governance Committee
|
2013 Present
|
Xiang Zhou
|
40
|
Interim Chief Financial Officer
|
2014 Present
|
The biographies of Messrs. Chen, Lu, Wei, Yin, and Wu can be
found under Proposal 1 - Election of Directors.
Mr. Xiang (Johnny) Zhou.
Mr. Xiang (Johnny) Zhou became our interim chief financial officer on
October 28, 2014. Mr. Zhou served as Vice General Manager for Nuveen (Shanghai)
Asset Management Ltd. from March 2014 to December 2014. Mr. Zhou served as Vice
President of Corporate Finance for Halter Financial Group from March, 2011 to
February, 2014 in Shanghai, China. Mr. Zhou was an Audit Manager in the
International Business Department for BDO China in Shanghai from August 2002 to
February 2011, during which time he was assigned to work at BDO Limited, Hong
Kong from March, 2008 to March 2009. Mr. Zhou received his Bachelor of Arts
degree, major in Economics, from International Business College of Shanghai
University in 1998 and received his Master of Accounting degree from University
of Macquarie in Australia in November 2001. Mr. Zhou is a Certified Practicing
Accountant (CPA) of CPA Australia and is a Certified Public Accountant of Hong
Kong Institute of Certified Public Accountants.
Our Board of Directors
During fiscal year 2015, our board of directors is comprised of
a majority of independent directors as defined under NYSE MKT Company Guide.
Messrs. Maoquan Wei, Dekai Yin and William Jianxiao Wu 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.
13
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
www.americanlorain.com
.
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. During fiscal year 2015, 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.
Meetings of the Board of Directors
During the fiscal year 2015, our board held three meetings. We
do not have a policy with regard to Board members attendance at annual meetings
of stockholders. All directors attended our 2015 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 2015.
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 2015, consists of the following independent directors: Messrs. Dekai Yin,
William Jianxiao Wu, and Maoquan Wei. Mr. Yin 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.
14
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.
|
During the fiscal year 2015, 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.
Yin, Wu and Wei. Mr. Wei 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 2015.
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:
|
|
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;
|
15
|
|
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 Compensation Committee are Messrs.
Yin, Wu and Wei. Mr. Wu is the chairman of the Compensation Committee.
During the fiscal year 2015, 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.
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, 2015, except for the following: (i) Mr. Si Chen did not
file on time the Form 4 after a stock award of 10,000 shares by the Company on
May 18, 2015; (ii) Mr. Yundong Lu did not file on time the Form 4 after a stock
award of 10,000 shares by the Company on May 18, 2015; (iii) Mr. Johnny Zhou did
not file on time the Form 4 after a stock award of 30,000 shares by the Company
on May 18, 2015. (iv) Mr. Jianxiao Wu did not file on time the Form 4 after a
stock award of 10,000 shares by the Company on May 18, 2015; (v) Mr. Dekai Yin
did not file on time the Form 4 after a stock award of 10,000 shares by the
Company on May 18, 2015; (vi) Mr. Maoquan Wei did not file on time the Form 4
after a stock award of 10,000 shares by the Company on May 18, 2015. As of the
date of this proxy statement, Mr. Chen, Mr. Lu, Mr. Zhou, Mr. Yin and Mr. Wei
have filed their Form 4.
16
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
www.americanlorain.com
, 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, 2015 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.
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 2014 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, 2015. 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,
2016.
Respectfully submitted by the Audit Committee,
17
Dekai Yin, Chairman
William Jianxiao Wu
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, 2014 and 2015 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, 2014 or 2015.
Name
and Principal
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
All Other
|
|
|
|
|
Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Si Chen,
|
|
2015
|
|
$
|
66,000
|
|
$
|
-0-
|
|
$
|
17,300
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
83,300
|
|
Chairman of Board of Directors
and Chief Executive
Officer
|
|
2014
|
|
$
|
66,000
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
66,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yundong Lu, Chief
|
|
2015
|
|
$
|
16,154
|
|
$
|
-0-
|
|
$
|
17,300
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
33,454
|
|
Operating Officer and Director
|
|
2014
|
|
$
|
16,154
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
16,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xiang Zhou
|
|
2015
|
|
$
|
52,000
|
|
$
|
-0-
|
|
$
|
25,950
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
77,950
|
|
Interim Chief Financial Officer
|
|
2014
|
|
$
|
6,500
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
-0-
|
|
$
|
6,500
|
|
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, 2015 and
2014. 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 years ended December 31, 2015 and
2014. Mr. Lus employment agreement does not provide any change in control or
severance benefits
Pursuant to Mr. Zhous employment agreement, dated October 28,
2014, we are obligated to pay Mr. Zhou a base salary of RMB 30,000 per month
($4,600 at then current exchange rate). In addition, Mr. Zhou is entitled to an
option to purchase 57,695 shares of the Companys Common Stock, par value
$0.001, at an exercise price equal to the closing price per share of the
Company's Common Stock on the grant date of October 28, 2014, as approved by the
Board of the Directors of the Company (the "Grant Date"). The option shall vest
and become exercisable as follows: (a) the option shall vest and become
exercisable as to 50% of the total number of shares of stock subject to the
option on the six-month anniversary of the Grant Date; (b) the option shall vest
and become exercisable as to remaining 50% of the total number of shares of
stock subject to the option on the one-year anniversary of the Grant Date; The
vested stock options shall expire on the fifth anniversary of the Grant Date.
The option are fully vested as of December 31, 2015. Mr. Zhou has not exercised
any of his options as of April 28, 2016. The term of the employment agreement is
for one year and it can be terminated at will by the parties with written notice
in advance.
Share Award Agreement
On May 18, 2015, the Company
entered into Unrestricted Stock Award Agreements (the "Agreements") with Mr.
Chen and Mr. Lu, respectively. The Agreements granted each of Mr. Chen and Mr.
Lu 10,000 shares of common stock of the Company which are fully vested on the
date of grant.
The Company also entered into a
Restricted Stock Award Agreement with Mr. Zhou, dated May 18, 2015, pursuant to
which Mr. Zhou was awarded 30,000 restricted stock units (RSUs). Shares of
common stock underlying the RSUs are vested or issued to Mr. Zhou as follows:
(i) 15,000 shares were vested on May 18, 2015 and issued by the Company in June,
2015, (ii) 15,000 shares will be vested on May 18, 2016.
18
Outstanding Equity Awards at Fiscal Year End
The following table provides information with respect to option
awards outstanding for each of the named executive officer at December 31,
2015.
|
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Option Awards
|
|
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Equity
|
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Incentive
|
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Equity
|
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|
Plan
|
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|
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|
|
|
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Incentive
|
|
|
Awards:
|
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|
|
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|
|
|
|
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|
|
|
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|
Plan
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Market or
|
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|
|
|
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|
Equity
|
|
|
|
|
|
|
|
|
Awards: #
|
|
|
Payout
|
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Incentive
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of
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Value of
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Plan
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Unearned
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Unearned
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# of
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# of
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Awards: Nu
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Shares,
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Shares,
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Securities
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Securities
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mber of
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Units or
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Units or
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Underlying
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Underlying
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Securities
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Other
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Other
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Unexercised
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Unexercised
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Underlying
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Option
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Rights
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Rights
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Options -
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Options -
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Unexercised
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Exercise
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Option
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That Have
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That Have
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Exercisable
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Unexercisa
|
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Unearned
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Price
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Expiration
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Not Vested
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Not Vested
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Name
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(1)
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ble
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|
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Options (#)
|
|
|
($)
|
|
|
Date
|
|
|
(2)
|
|
|
($)
|
|
Si Chen
|
|
0
|
|
|
0
|
|
|
0
|
|
$
|
0
|
|
|
N/A
|
|
|
0
|
|
|
0
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
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|
Yundong Lu
|
|
0
|
|
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0
|
|
|
0
|
|
|
0
|
|
|
N/A
|
|
|
0
|
|
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0
|
|
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|
|
|
|
|
|
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|
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|
|
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|
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Xiang Zhou
|
|
57,695
|
|
|
0
|
|
|
0
|
|
$
|
1.15
|
|
|
10/29/19
|
|
|
15,000
|
|
$
|
59,413
|
|
(1) Represents exercisable but unexercised shares of stock
under Mr. Zhou's 2014 Employment Agreement described above under the section
entitled Employment Agreement".
(2) Represents unvested shares of stock under Mr. Zhou's
Restricted Stock Award Agreement described above under the section entitled
Share Award Agreement.
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.
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 $16,278) per year. We may reimburse our non-employee directors
for reasonable travel expenses related to attendance at Board or Board Committee
meetings. In 2015, we did not make any such reimbursements.
Our policy is not to pay compensation to directors who are also
employees of the Company or its subsidiaries. As a result, Mr. Si Chen and Mr.
Yundong Lu did not receive any compensation in 2015 for their service as
directors.
19
The following table reflects the compensation earned by our
non-executive directors during the fiscal year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Total
|
|
(a)
|
|
(b)(1)
|
|
|
(c)(1)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maoquan Wei
|
|
16,278
|
|
|
17,300
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
33,578
|
|
Dekai Yin
|
|
16,278
|
|
|
17,300
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
33,578
|
|
William Jianxiao Wu
|
|
16,278
|
|
|
17,300
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
33,578
|
|
(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.
Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information regarding beneficial
ownership of our common stock as of April 27, 2016 (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 April 27, 2016.
|
Amount and nature of
|
Percent of class
|
Name and title of beneficial owner
|
beneficial ownership
|
|
Mr. Si Chen, Chairman, CEO and President (1)
|
14,760,785
|
38.58%
|
|
|
|
Tongley Investments Ltd. (2)
|
4,183,234
|
10.93%
|
Jade Lane Group Limited
(3)
|
2,256,062
|
5.90%
|
Mr. Yundong Lu, COO and Director
|
10,727
|
*
|
Mr. Dekai Yin, Director
|
10,000
|
*
|
Mr. Maoquan Wei, Director
|
10,174
|
*
|
Mr. William Jianxiao Wu, Director
|
10,000
|
*
|
Johnny Zhou
(4)
|
87,695
|
*
|
All officers and directors as a group (6 persons)
|
14,889,381
|
38.92%
|
* Less than 1%
(1)
|
Includes 10,794,066 shares of our 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).
|
|
|
(2)
|
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.
|
|
|
(3)
|
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
|
|
|
(4)
|
Includes 57,695 option shares that are exercisable as of
October 28, 2015 and Restricted Stock Award as follows: (i) 15,000 shares
were vested on May 18, 2015 and issued by the Company in June, 2015, (ii)
15,000 shares will be vested on May 18, 2016.
|
20
Equity Compensation Plan Information
Information for our equity compensation plans in effect as of
the end of fiscal year 2014 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,
2015, a total of 1,010,000 shares of restricted stock and restricted stock units
have been granted pursuant to the 2014 Equity Incentive Plan.
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), the 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.
21
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.
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 2017
annual meeting of stockholders, they must deliver a written copy of their
proposal no later than January 7, 2017. 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 2017
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 April 10, 2017 (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
2017 annual meeting has been changed by more than 30 days from the date of our
2016 Annual Meeting, stockholders written notices must be received by us a
reasonable time before we begin to print and mail proxy materials for our 2017
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.
22
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.
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 2015 IS
INCLUDED AS PART OF THE COMPANYS ANNUAL REPORT ALONG WITH THIS PROXY STATEMENT;
BOTH ARE
AVAILABLE AT
https://www.proxyvote.com
.
Available Information
The Company maintains an internet web site at
http://www.americanlorain.com
. 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
|
April 29, 2016
|
Chief Executive Officer
|
23
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