UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
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Preliminary
Proxy Statement
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☐
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Confidential,
for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive
Proxy Statement
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☐
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Definitive
Additional Materials
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☐
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Soliciting
Material Pursuant to §240.14a-12
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ORIENT
PAPER, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
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No
fee required.
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☐
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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:
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(2)
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Aggregate
number of securities to which transaction applies:
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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☐
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Fee
paid previously with preliminary materials.
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☐
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-1l (a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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ORIENT
PAPER, INC.
Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, People’s Republic of China
072550
October
24, 2017
Dear
Stockholder:
On
behalf of the Board of Directors of Orient Paper, Inc. (the “Company” or “we”), I invite you to attend
our 2017 Annual Meeting of Stockholders (the “Annual Meeting”). We hope you can join us. The
Annual Meeting will be held:
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At:
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Wei
County Production Base, Orient Paper Inc.,
Industrial
Park, Wei County, Hebei Province, China 054700
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On:
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December 8, 2017
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Time:
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10
a.m. local time
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The
Notice of Annual Meeting of Stockholders, the Proxy Statement and the proxy card accompany this letter and are also available,
together with our Annual Report for the fiscal year ended December 31, 2016, at www.orientpaperinc.com.
As
discussed in the enclosed Proxy Statement, the Annual Meeting will be devoted to the election of directors, the ratification of
the appointment of BDO China Shu Lun Pan CPAs LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2017, to conduct an advisory vote on executive compensation, to conduct an advisory vote on the frequency of future
advisory votes on executive compensation, and consideration of any other business matters properly brought before the Annual Meeting.
At
the Annual Meeting, we will also report on important activities and accomplishments of the Company and review the Company’s
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.
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 by submitting by mail a paper copy of
your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy
or vote instructions and change your vote at any time prior to the Annual Meeting. 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 Orient Paper, Inc. We look forward to seeing you at the Annual Meeting.
If
you have any questions about the Proxy Statement, please contact us at Orient Paper, Inc., Science Park, Juli Road, Xushui District,
Baoding City, Hebei Province, People’s Republic of China 072550.
Sincerely,
/s/ Zhenyong Liu
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Zhenyong Liu
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Chairman and Chief Executive Officer
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TABLE
OF CONTENTS
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Page
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Notice of Annual Meeting of Stockholders
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Proxy Statement for Annual Meeting of Stockholders
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1
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Date, Time and Place of the Annual Meeting
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1
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Purpose of the Annual Meeting
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1
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Voting Rights and Revocation of Proxies
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2
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Dissenters’ Right of Appraisal
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2
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Outstanding Shares and Quorum
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2
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Broker Non-Votes
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2
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Required Votes for Each Proposal to Pass
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2
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Voting Procedures
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3
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Solicitation of Proxies
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3
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Delivery of Proxy Materials to Households
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3
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Interest of Officers and Directors in Matters to Be Acted Upon
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3
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Security Ownership of Certain Beneficial Owners and Management
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4
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Proposal 1: Election of Directors
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4
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Nominees for Director
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4
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Term of Office
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5
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Vote Required and Board of Directors’ Recommendation
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5
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Directors and Officers
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6
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Involvement in Certain Legal Proceedings
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7
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Transactions with Related Persons, Promoters and Certain Control Persons
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7
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Procedures for Approval of Related Party Transactions
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9
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Section 16(a) Beneficial Ownership Reporting Compliance
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9
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Director Independence
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9
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Meetings and Committees of the Board of Directors; Annual Meeting Attendance
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9
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Board Meetings
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11
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Board Leadership Structure and Role in Risk Oversight
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11
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Stockholder Communications
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11
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Code of Ethics
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12
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Board of Directors Compensation
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12
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Report of the Audit Committee of the Board of Directors
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13
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Executive Compensation
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14
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Summary Compensation Table
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14
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Employment Agreements
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15
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Outstanding Equity Awards at 2016 Fiscal Year-End
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15
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Proposal 2: Advisory Vote on Executive Compensation
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15
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Proposal 3: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation Stockholder Proposals
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16
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Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
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16
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Audit Fees
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16
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Audit-Related Fees
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17
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Tax Fees
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17
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All Other Fees
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17
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Pre-Approval Policies and Procedures
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17
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Vote Required and Board of Directors’ Recommendation
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17
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Stockholder Proposals
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18
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Other Business
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18
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Annual Report
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ORIENT
PAPER, INC.
Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 8, 2017
To
the Stockholders of ORIENT PAPER, INC.:
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders of ORIENT PAPER, INC. (the “Company”), a Nevada
corporation, will be held at Wei County Production Base, Orient Paper Inc., Industrial Park, Wei County, Hebei Province,
China 054700 on Monday, December 8, 2017, at 10 a.m. local time, for the following purposes:
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1.
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To
elect two directors in Class I to serve on the Board of Directors of the Company, with such Class I directors to serve until
the 2019 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or
until his or her earlier resignation, removal or death;
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2.
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To
conduct a “say-on-pay” advisory vote to approve executive compensation;
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3.
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To
conduct an advisory vote on the frequency of future advisory votes on executive compensation;
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4.
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To
ratify the appointment of BDO China Shu Lun Pan CPAs LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2017; and
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5.
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To
act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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The
Board has fixed the close of business on October 23, 2017 as the record date for the meeting and only holders of shares of
record at that time will be entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments
thereof.
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By
Order of the Board of Directors.
Zhenyong
Liu
Chairman
and Chief Executive Officer
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Hebei
Province, PRC
October 24, 2017
IMPORTANT
IF
YOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED
PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
OF AMERICA.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 8, 2017.
THIS PROXY STATEMENT TO THE STOCKHOLDERS WILL BE AVAILABLE AT WWW.ORIENTPAPERINC.COM.
ORIENT
PAPER, INC.
Science Park, Juli Road,
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
PROXY
STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD DECEMBER 8, 2017
Date,
Time and Place of the Annual Meeting
The
enclosed proxy is solicited by the Board of Directors (the “Board”) of Orient Paper, Inc. (the
“Company”), a Nevada corporation, in connection with the Annual Meeting of Stockholders to be held at Wei
County Production Base, Orient Paper Inc., Industrial Park, Wei County, Hebei Province, People’s Republic of China
054700 on Monday, December 8, 2017, at 10 a.m. local time, and any adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting.
The
principal executive office of the Company is Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s
Republic of China 072550, and its telephone number, including area code, is 86-312-8698215.
Purpose
of the Annual Meeting
At
the Annual Meeting, you will be asked to consider and vote upon the following matters:
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1.
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To
elect two directors in Class I to serve on the Board, with such Class I directors to serve until the 2019 Annual Meeting
of Stockholders and until their respective successors have been duly elected and qualified or until his earlier resignation,
removal or death;
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2.
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To
conduct a “say-on-pay” advisory vote to approve executive compensation;
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3.
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To
conduct an advisory vote on the frequency of future advisory votes on executive compensation;
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4.
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To
ratify the appointment of BDO China Shu Lun Pan CPAs LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2017; and
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5.
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To
act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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Voting
Rights and Revocation of Proxies
The
record date with respect to this solicitation is the close of business on October 23, 2017 (the “Record Date”) and
only stockholders of record at that time will be entitled to vote at the Annual Meeting and any adjournment or adjournments thereof.
The
shares of the Company’s common stock (“Common Stock”) represented by all validly executed proxies received
in time to be taken to the meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the
stockholder at any time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or
a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the enclosed proxy card to our
stockholders on or about October 24, 2017.
Dissenters’
Right of Appraisal
Holders
of shares of our Common Stock do not have appraisal rights under Nevada law or under the governing documents of the Company in
connection with this solicitation.
Outstanding
Shares and Quorum
The
number of outstanding shares of Common Stock entitled to vote at the meeting is 21,450,316. Each share of Common Stock is entitled
to one vote. The presence in person or by proxy at the Annual Meeting of the holders of 10,725,159 shares, or a majority of the
number of outstanding shares of Common Stock, will constitute a quorum. There is no cumulative voting. Shares that abstain or
for which the authority to vote is withheld on certain matters (so-called “broker non-votes”) will be treated as present
for quorum purposes on all matters.
Broker
Non-Votes
Holders
of shares of our Common Stock that are held in street name must instruct their bank or brokerage firm that holds their shares
how to vote their shares. If a shareholder does not give instructions to his or her bank or brokerage firm, it will
nevertheless be entitled to vote the shares with respect to “routine” items, but it will not be permitted to vote
the shares with respect to “non-routine” items. In the case of a non-routine item, such shares will be considered
“broker non-votes” on that proposal.
Each
of Proposal 1(election of directors), Proposal 2 (advisory vote on executive compensation) and Proposal 3 (advisory vote on frequency
of future advisory votes on executive compensation) is a matter that we believe will be considered “non- routine.”
Proposal 4 (ratification of the appointment of independent registered public accounting firm) is a matter we believe will be considered
“routine.”
Banks
or brokerages cannot use discretionary authority to vote shares on Proposal 1 (election of directors), Proposal 2 (advisory vote
on executive compensation) or Proposal 3 (advisory vote on frequency of future advisory votes on executive compensation) if they
have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
Required
Votes for Each Proposal to Pass
Assuming
the presence of a quorum at the Annual Meeting:
Proposal
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Vote
Required
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Broker
Discretionary Vote Allowed
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Election
of Class I Directors
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Plurality
of the votes cast (the two directors receiving the most “For” votes)
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No
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Advisory
vote to approve executive compensation
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A
majority of the votes cast
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No
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Advisory
vote on frequency of future advisory votes on executive compensation
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Plurality
of the votes cast (the option receiving the most “For” votes)
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No
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Ratification
of the Appointment of BDO China Shu Lun Pan CPAs LLP as the Company’s Independent Registered Public Accounting Firm
for the Fiscal Year Ending December 31, 2017
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A
majority of the votes cast
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Yes
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Because
an abstention is considered to be a vote cast on a proposal, an abstention is equivalent to a “no” vote on Proposal
2. With regard to the advisory vote on executive compensation (Proposal 2), it will not be binding on either the Board of Directors
or the Company. However, the Company’s Compensation Committee will take into account the outcome of the shareholder vote
on this proposal at the Annual Meeting when considering future executive compensation arrangements. In addition, your non-binding
advisory votes described in this Proposal 2 and below in Proposal 3 will not be construed (1) as overruling any decision by the
Board of Directors, any Board committee or the Company relating to the compensation of the named executive officers or (2) as
creating or changing any fiduciary duties or other duties on the part of the Board of Directors, any Board committee or the Company.
With
regard to the advisory vote on the frequency of future advisory votes on executive compensation (Proposal 3), votes on the preferred
voting frequency may be cast by choosing the option of one year, two years, three years, or “abstain” in response
to this proposal. Votes cast on this proposal is not a vote to approve or disapprove the Board’s recommendation but rather
is a vote to select one of the options described in the preceding sentence. The option of one year, two years or three years that
receives the highest number of votes cast by shareholders will be the frequency of the advisory vote on executive compensation
that has been recommended by the shareholders. However, because this vote is advisory and not binding on either the Board of Directors
or the Company, the Board of Directors may subsequently decide that it is in the best interests of the Company and its shareholders
to hold an advisory vote on executive compensation that differs in frequency from the option that received the highest number
of votes from the Company’s shareholders at the Annual Meeting.
Voting
Procedures
In
voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all
nominees, or withhold your votes as to specific nominees. With regard to other proposals, you may vote in favor of
each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any
or all of the proposals. You should specify your respective choices on the accompanying proxy card or your vote instruction
form.
Solicitation
of Proxies
The
solicitation of proxies is made by the Company. The expenses of solicitation of proxies will be paid by the Company. We may solicit
proxies by mail, and the officers and employees of the Company may solicit proxies personally or by telephone and will receive
no extra compensation from such activities. The Company will reimburse brokerage houses and other nominees for their expenses
incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.
Delivery
of Proxy Materials to Households
Only
one copy of the Company’s 2016 Annual Report and this Proxy Statement will be delivered to an address where two or more
stockholders reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the
stockholders’ prior express or implied consent.
We
will deliver promptly upon written or oral request a separate copy of the 2016 Annual Report and this Proxy Statement upon
such request. If you share an address with at least one other stockholder, currently receive one copy of our
Annual Report and Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report and Proxy
Statement for future stockholder meetings of the Company, please specify such request in writing and send such written
request to Orient Paper, Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, the People’s
Republic of China 072550; Attention: Secretary.
If
you share an address with at least one other stockholder and currently receive multiple copies of Annual Report and Proxy Statement,
and you would like to receive a single copy of Annual Report and Proxy Statement, please specify such request in writing and send
such written request to Orient Paper, Inc., Science Park, Juli Road, Xushui County, Baoding City, Hebei Province, the People’s
Republic of China 072550; Attention: Secretary.
Interest
of Officers and Directors in Matters to Be Acted Upon
Except
for the election to the Board of the two nominees set forth herein, none of our officers or directors has any interest in any
of the matters to be acted upon at the Annual Meeting.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person
or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our Chief Executive Officer and President
and (iv) all executive officers and directors as a group as of October 23, 2017.
Amount
and Nature of Beneficial Ownership
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Amount and
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Nature of
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Percentage of
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Name and Address
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Beneficial
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Common
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Title of Class
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of Beneficial Owner
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Ownership
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Stock
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Directors and Executive Officers
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Common Stock
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Zhenyong Liu CEO and Director
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5,389,167
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25.12
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%
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Common Stock
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Jing Hao CFO
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4,000
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*
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Common Stock
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Dahong Zhou Secretary
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4,000
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*
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Common Stock
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Marco Ku Hon Wai Director
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7,500
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*
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Common Stock
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Fuzeng Liu Director
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5,000
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*
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Common Stock
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Wenbing Christopher Wang Director
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29,820
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*
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Common Stock
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Zhaofang Wang Director
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0
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*
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All Directors and Executive Officers as a Group (7 persons)
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5,439,487
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25.36
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%
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*
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Less than 1%
of the Company’s issued and outstanding common shares.
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PROPOSAL
1: ELECTION OF DIRECTORS
Nominees
for Director
At
the Annual Meeting, two directors in Class I, Marco Ku Hon Wai and Wenbing Christopher Wang are up for re-election, with such
Class I directors to serve until the 2019 Annual Meeting of Stockholders and until their respective successors have been elected
and has qualified, or until their earlier resignation, removal or death. If for some unforeseen reason one or more of the nominees
is not available as a candidate for director, the proxies may be voted for such other candidate or candidates as may be nominated
by the Board.
The
following table sets forth the positions and offices presently held with the Company by each nominee, their age as of the Record
Date, and the year in which he became a director. Proxies not marked to the contrary will be voted in favor of each such nominee's
election.
Name
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Age
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Position with the Company
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Director Since
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Marco
Ku Hon Wai
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42
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Director
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November
2014
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Wenbing
Christopher Wang
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45
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Director
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October
2009
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The
following is a summary of the biographical information of our director-nominees:
Marco
Ku Hon Wai.
Mr. Marco Ku Hon Wai has served on the Board of Directors since November 3, 2014. Mr. Ku founded Sensible
Investment Company Limited in 2013, an investment consulting firm based in Hong Kong. He was previously Chief Financial Officer
of China Marine Food Group Limited (OTC: CMFO) from July 2007 to October 2013. Prior to his position at China Marine Food Group
Limited, Mr. Ku co-founded KISS Catering Group, a food and beverage business in Beijing from October 2005 to April 2007. Mr. Ku
worked at KPMG LLP from 1996 to 2000, where his last held position was Assistant Manager. Mr. Ku received a bachelor’s degree
in finance from the Hong Kong University of Science and Technology in 1996, and is currently a fellow member of the Hong Kong
Institute of Certified Public Accountants.
Wenbing
Christopher Wang
. Mr. Wenbing Christopher Wang has served on the Board of Directors since October 28, 2009. Mr.
Wang has also been serving as President and Director of Fushi Copperweld, Inc. (“Fushi”) since January 21, 2008. Mr.
Wang served as Fushi’s Chief Financial Officer from December 13, 2005 to August 31, 2009. Prior to Fushi, Mr.
Wang worked for Redwood Capital, Inc., China Century Investment Corporation, Credit Suisse First Boston and VC China in various
capacities. Fluent in both English and Chinese, Mr. Wang holds a master’s degree in business administration and
finance and corporate accounting from Simon Business School of University of Rochester. Mr. Wang was named one of the
top ten CFO’s of 2007 in China by CFO magazine.
The
Board believes that each of the Company’s director-nominees is highly qualified to serve as a member of the Board. Each
of the director-nominees has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating
candidates for election to the Board, the Board seeks candidates with certain qualities that it believes are important, including
integrity, an objective perspective, good judgment, leadership skills. Each of the director-nominees has contributed to the mix
of skills, core competencies and qualifications of the Board. Our director-nominees are highly educated and have diverse backgrounds
and talents and extensive track records of success in what we believe are highly relevant positions.
Term
of Office
If
elected, the director-nominees in Class I, Marco Ku Hon Wai and Wenbing Christopher Wang, will serve for a two-year term until
the 2019 Annual Meeting of Stockholders and until their respective successors have been elected and has qualified, or until their
earlier resignation, removal or death.
Vote
Required and Board of Directors’ Recommendation
The
nominees receiving a plurality of the votes cast will be elected to the Board of Directors. If your shares are held in street
name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder
how to vote, by marking your proxy card. For purposes of the election of directors, abstentions and broker non-votes will have
no effect on the result of the vote.
The
Board recommends a vote FOR the election of all the above director-nominees.
DIRECTORS
AND OFFICERS
Set
forth below is certain information regarding our directors and executive officers. The Board is comprised of five directors,
and is divided into two classes, Class I and Class II.
The
following table sets forth certain information with respect to our directors and executive officers:
Name
|
|
Age
|
|
Position/Title
|
Zhenyong
Liu
|
|
53
|
|
Chief
Executive Officer and Chairman of the Board (Class II)
|
Jing
Hao
|
|
33
|
|
Chief
Financial Officer
|
Dahong
Zhou
|
|
37
|
|
Secretary
|
Marco
Ku Hon Wai
|
|
42
|
|
Director
(Class I)
|
Wenbing
Christopher Wang
|
|
45
|
|
Director
(Class I)
|
Fuzeng
Liu
|
|
67
|
|
Director
(Class II)
|
Lusha
Niu
|
|
37
|
|
Director
(Class II)
|
The
Directors in Class I, Marco Ku Hon Wai and Wenbing Christopher Wang, will serve until this annual meeting of stockholders and
until their respective successors have been elected and have qualified, or until their earlier resignation, removal or death.
The Directors elected in Class II, Zhenyong Liu, Fuzeng Liu, and Lusha Niu, will serve until the 2018 Annual Meeting and until
their respective successors have been elected and have qualified, or until their earlier resignation, removal or death. At the
Annual Meeting, the class of Directors to be elected (Class I this year) will be elected for a two year term. Our officers serve
at the discretion of the Board.
Set
forth below is biographical information about our current directors and executive officers other than the two Class I directors
nominated for election. The biographical information about the Class I directors is set forth above under the heading “Proposal
1: Election of Directors -- Nominees for Directors”
Zhenyong
Liu
. Mr. Zhenyong Liu became a member of the Board of Directors, and was appointed as Chairman of the Board of Directors on
November 30, 2007. Mr. Liu has also served as the Company's Chief Executive Officer since November 16, 2007, and serves as Chairman
of Hebei Baoding Orient Paper Milling Company Limited (Orient Paper HB), a position he has held since 1996. From 1990 to 1996,
he served as Plant Director of Xinxin Paper Milling Factory in Xushui District. Mr. Liu served as General Manager of the East
Central Household Appliance Purchases and Supply Station from 1980 to 1989.
Fuzeng
Liu.
Mr. Fuzeng Liu has been a member of the Board of Directors since November 30, 2007. Mr. Liu has also
served as Vice President of Orient Paper HB since 2002. Previously, he served as Deputy Secretary of the Traffic Bureau
of Xushui District from 1992 to 2002 and as Party Secretary of Dayin Town, Xushui District from 1988 to 1992. Mr. Liu also served
as Head of the Cuizhuang Town, Xushui District from 1984 to 1988. From 1977 to 1984, Mr. Liu worked at the committee
office of Xushui District.
Lusha
Niu
. Ms. Niu has been a member of the Board of Directors since October 12, 2016 . Ms. Niu is a public relations veteran with
strong background in international business and finance. Since September 2013, Ms. Niu has been the Director of Corporate Communications
and Public Affairs, Asia Lead of Financial Communication at MSLGROUP, a global public communications firm. From August 2008 until
August 2013, Ms. Niu was an Associate Director at APCO Worldwide, a Washington D.C. based global public affairs consulting firm.
Ms. Niu also served as a Consulting Analyst with BDA Consulting, advising global institutional investors on their China deal strategy.
Ms. Niu holds a Master’s degree in Finance from the University of Colorado.
The
Board of Directors believes that each of the Company’s directors is highly qualified to serve as a member of the Board.
Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board of Directors. When
evaluating candidates for election to the Board, the Nominating Committee seeks candidates with certain qualities that it believes
are important, including integrity, an objective perspective, good judgment, and leadership skills. Our directors are
highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly
relevant positions. Some of our directors have served in our operating entity, Hebei Baoding Orient Paper Milling Company
Limited, for many years and benefit from an intimate knowledge of our operations and corporate philosophy.
Jing
Hao
. Ms. Jing Hao was appointed as our Chief Financial Officer on November 3, 2014. Ms. Hao previously served as the Company’s
Chief Financial Officer from November 2007 until April 2009. In addition, Ms. Hao has served as Chief Financial Officer of Hebei
Baoding Orient Paper Milling Company Limited (Orient Paper HB) since 2006. Prior to that, she was Manager of Finance for Orient
Paper HB from 2005 to 2006.
Dahong
Zhou
. Ms. Dahong Zhou was appointed as our Secretary on November 16, 2007. Ms. Zhou also serves as Executive Manager
of Hebei Baoding Orient Paper Milling Company Limited (Orient Paper HB), a position she has held since 2006.
None
of our directors held directorships in other reporting companies and registered investment companies at any time during the past
five years.
There
are no family relationships among our directors or officers.
Involvement
in Certain Legal Proceedings
To
our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
|
●
|
Had
a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time.
|
|
●
|
Been
convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other
minor offenses.
|
|
●
|
Been
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities.
|
|
●
|
Been
found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
|
|
●
|
Been
the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
|
Legal
Proceedings
There
are no material proceedings to which any director and executive officers of the Company is a party adverse to the Company or has
a material interest adverse to the Company.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Loans
from our principal shareholder, Chairman and CEO Mr. Zhenyong Liu
Mr.
Zhenyong Liu is our Chief Executive Officer, Chairman, and a principal stockholder of the Company. He loaned money to Orient Paper
HB for working capital purposes. The unsecured loan of Mr. Liu bears an initial interest rate of 5.85% per annum, which is equal
to the rate of the People’s Bank of China at the time of the loan. The term was 3 years and starts from January 1, 2010
and as due December 31, 2012. On January 1, 2013, Orient Paper HB and Mr. Liu extended the maturity date to December 31, 2015
and the annual interest rate was changed to 6.15% per annum at the time of the extension, which is equal to the rate of the People’s
Bank of China at the time of extension. On December 31, 2015, the Company paid off the loan of $2,249,279, together with the interest
of $391,374 for the period from 2013 to 2015. Approximately $369,517 of interest was still due to Mr. Zhenyong Liu, which was
recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet as of
December 31, 2016.
Mr.
Zhenyong Liu loaned $8,649,272 and $9,239,867 as of December 31, 2016 and 2015 to Orient Paper HB for working capital purposes
with an initial interest rate of 5.25%, which was set on the basis of the primary lending rate of the People’s Bank of China
at the time of the loan. The loan is unsecured and expires on December 10, 2017.
On
March 1, 2015, we entered into an agreement with Mr. Zhenyong Liu pursuant to which Orient Paper HB may borrow from Mr. Liu up
to RMB120,000,000 (approximately $17,298,544) for working capital purposes. The advances or funding under the agreement are due
three years from the date each amount is funded. The loan will be unsecured and carry an annual interest rate set on the basis
of the primary lending rate of the People’s Bank of China at the time of the borrowing. On July 13, 2015, an unsecured loan
of $4,324,636 was drawn from the facility, which carries an interest rate of 5.25%. On October 14, 2016 an unsecured amount of
$2,883,091 was drawn from the facility, which bears interest at a rate of 4.35%. The loan matures on July 12, 2018.
As
of December 31, 2016 and 2015, total amounts due to Mr. Liu were $10,090,817 and $13,859,800, respectively.
The
interest expenses incurred for the above related party loans were $513,084 and $740,150 for the years ended December 31, 2016,
and 2015, respectively. The accrued interest owned to Mr. Zhenyong Liu was approximately $516,825 and $552,115 and was recorded
as part of the currently liabilities as December 31, 2016 and 2015, respectively.
On
January 16, 2017, our principal shareholder, Chairman and CEO Mr. Zhenyong Liu agreed in writing to permit the Company to continue
to postpone the repayment of certain accrued interest on his loan to Orient Paper HB until the Company’s quarterly or annual
financial statements filed with the SEC show a satisfactory working capital level.
During
the years ended December 31, 2016 and 2015, the Company borrowed $14,000 and $439,000 respectively, from shareholders to pay for
various expenses incurred in the United States. The amount is due on demand with no interest. The Company repaid these amounts
in full at December 31, 2016 and 2015, respectively.
Sale
of Headquarters Real Properties to a Related Party
As
discussed under the “Liquidity and Capital Resources - Relocation of Facilities and Sale of Headquarters Compound Real Properties”
in our Annual Report on Form 10-K, on August 7, 2013, the Company’s Audit Committee and the Board of Directors approved
the sale of the land use right of the headquarters compound (LUR), the Industrial Buildings, and the Dormitories to Hebei Fangsheng,
a real estate development company owned by Mr. Zhenyong Liu, our Chairman and Chief Executive Officer and his family, for cash
of approximately $2.77 million, $1.15 million, and $4.31 million, respectively. In November 2012, Hebei Fangsheng provided the
Company with a payment of approximately $1,075,606 earnest money deposit payment in connection with the sale, which would be refunded
to Hebei Fangsheng in the event that the parties fail to reach an agreement on the terms of the Potential Sale. The Company recorded
the receipt of the earnest money deposit as a security deposit as of December 31, 2012 accordingly. In connection with the sale
of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company for its original use
for a term of up to three years, with an annual rental payment of approximately $153,998. As of December 31, 2015, the Company
accrued rent due to Hebei Fangsheng in the amount of $368,751.
As
a condition for the sale of the Dormitories, Hebei Fangsheng agreed that it would act as an agent for the Company, which is not
qualified to sell residential housing units in China, and that it is obligated to sell all of the 132 apartment units in the Dormitories
to qualified employees of the Company at its acquisition price. Hebei Fangsheng further agreed that it would not seek to profit
from the resale of the Dormitories units and would allow the Company to inspect the books and records of the sale upon completion
of the resale of the Dormitories units to ensure the objectives are achieved.
The
sale was conducted on an arms-length basis, and was reviewed by the Company’s Audit Committee and approved by the Board
of Directors as discussed above. The $2.77 million sale price of the LUR was determined by the valuation from a government designated
appraisal, which was 3.35% higher than a second independent appraisal commissioned by the Company. The $1.15 million sale price
of the Industrial Buildings was determined by negotiation between the Company and Hebei Fangsheng and is equal to the appraised
value based on the assumption that the use of the buildings would be continued until they are retired. Based on the assumption
that such buildings would have to be torn down to comply with the re-zoning requirements, a second independent appraisal obtained
by the Company put the value at $0.4 million. Although the Company and Hebei Fangsheng agreed to set the sale price of the Dormitories
at the Company’s original construction cost of the three dormitory buildings for $4.31 million, an independent appraisal
shows that the value for the three buildings as employee dormitories was $4.64 million.
For
the sale of the LUR and the Industrial Buildings, we generated a net gain on disposal of approximately $84,972, net of land appreciation
tax and other transactional taxes and fees paid out of the proceeds of the sale to various local government tax authorities. Sales
of the dormitories, which was classified as assets held for sale as of December 31, 2013, was consummated on August 15, 2014 with
a gain on disposal of approximately $203,620 recognized during the year ended December 31, 2014.
As
of December 31, 2014, the sale of the LUR, Industrial Buildings, and Dormitories has been completed. Net proceeds from the sale
of $8.26 million are used to fund our tissue paper production line construction.
Procedures
for Approval of Related Party Transactions
Our
Board of Directors is charged with reviewing and approving all potential related party transaction whether such transactions exceed
$120,000. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead
review them on a case-by-case basis.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act, requires our executive officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of
all Section 16(a) reports they file.
Based
solely on our review of the copies of such reports received by us, and on written representations by our officers and directors
regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that,
with respect to the fiscal year ended December 31, 2016, our officers and directors, and all of the persons known to us to own
more than 10% of our common stock, filed all required reports on a timely basis.
DIRECTOR
INDEPENDENCE
The
Company currently has three independent directors, Marco Ku Hon Wai, Wenbing Christopher Wang, and Lusha Niu, as that term is
defined under the NYSE MKT Company Guide.
MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS; ANNUAL MEETING ATTENDANCE
Our
business, property and affairs are managed by or under the direction of the Board of Directors. Members of the Board
of Directors are kept informed of our business through discussion with the chief executive and financial officers and other officers,
by reviewing materials provided to them and by participating at meetings of the board and its committees.
Our
Board of Directors has three committees - the Audit Committee, the Compensation Committee and the Nominating Committee. The Audit
Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr. Ku serving as chairman. The Compensation
Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Ms. Lusha Niu serving as chairwoman.
The Nominating Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr. Wenbing Christopher
Wang serving as chairman.
Our
Audit Committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end
audit, our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent
auditor. Our Board of Directors has determined that both Mr. Marco Ku Hon Wai and Mr. Wenbing Christopher Wang qualify as audit
committee financial experts and have the accounting or financial management expertise as required under NYSE Rule 303A.07(a).
Our Board of Directors has also adopted a written charter for the audit committee which the audit committee reviews and reassesses
for adequacy on an annual basis. A copy of the audit committee’s current charter is available at the our corporate website
at http://www.orientpaperinc.com/images/Audit%20Committee%20Charter.pdf
Our
Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our
overall compensation policies for employees generally. If so authorized by the Board of Directors, the committee may also serve
as the granting and administrative committee under any option or other equity-based compensation plans which we may adopt. The
Compensation Committee does not delegate its authority to fix compensation; however, as to officers who report to the chief executive
officer, the compensation committee consults with the chief executive officer, who may make recommendations to the compensation
committee. Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations.
The committee will also discuss compensation policies for employees who are not officers with the chief executive officer and
other responsible officers. A copy of the compensation committee’s current charter is available at our corporate website
at http://www.orientpaperinc.com/images/Compensation%20Committee%20Charter.pdf
Our
Nominating Committee is involved in evaluating the desirability of and recommending to the board any changes in the size and composition
of the board, evaluation of and successor planning for the chief executive officer and other executive officers. The qualifications
of any candidate for director will be subject to the same extensive general and specific criteria applicable to director candidates
generally. A copy of the nominating committee’s current charter is available at our corporate website at http://www.orientpaperinc.com/images/Nominating%20Committee%20Charter.pdf
It
is a policy of the Nominating Committee that candidates for director (i) be determined to have unquestionable integrity and honesty,
(ii) have the ability to exercise sound, mature and independent business judgment that is in the best interests of the company
and the stockholders as a whole, (iii) have background and experience in fields that will complement the talents of the other
members of the Board, (iv) have the willingness and capability to take the time to actively participate in Board and committee
meetings and related activities, (v) have the ability to work professionally and effectively with other members of the Board and
management, (vi) have the ability to remain on the Board long enough to make a meaningful contribution, and (vii) have no material
relationships with competitors or other third parties that could create a reasonable likelihood of a conflict of interest or other
legal issues.
When
considering potential director-nominees, the Nominating Committee also will consider the current composition of the Board and
our evolving needs, including expertise, diversity and balance of inside, outside and independent directors. Although we do not
have a formal policy for the consideration of diversity in identifying director-nominees, the Nominating Committee recognizes
the benefits associated with a diverse board, and strives to create diversity in perspective, background and experience in the
Board as a whole when identifying and selecting director-nominees. On an annual basis, as part of the Board’s self-evaluation,
the Board assesses whether the mix of Board members is appropriate for our Company.
In
compiling its list of possible candidates and considering their qualifications, the Nominating Committee will make its own inquiries,
solicit input from other directors on the Board, and may consult or engage other sources, such as a professional search firm,
if it deems appropriate.
Stockholders
who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at
our 2018 Annual Meeting of Stockholders may do so by submitting a written recommendation to the Nominating Committee, Orient Paper,
Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China 072550, Attention:
Secretary, in accordance with the procedures set forth below in this proxy statement under the heading “Stockholder Proposals.”
For nominees for election to the Board proposed by stockholders to be considered, the following information concerning each nominee
must be timely submitted in accordance with the required procedures:
|
●
|
The
candidate’s name, age, business address, residence address, principal occupation or employment, the class and number
of shares of our capital stock the candidate beneficially owns, a brief description of any direct or indirect relationships
with us, and the other information that would be required in a proxy statement soliciting proxies for the election of the
candidate as a director;
|
|
|
|
|
●
|
A
signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews
and to serve as a director, if elected; and
|
|
|
|
|
●
|
As
to the stockholder proposing such nominee, that stockholder’s name and address, the class and number of shares of our
capital stock the stockholder beneficially owns, a description of all arrangements or understandings between the stockholder
and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made,
a list of all other companies to which the stockholder has recommended the candidate for election as a director in that fiscal
year, and a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person
named in its notice.
|
Board
Meetings
The
board and its committees held the following number of meetings during fiscal 2016:
Board of Directors
|
|
|
6
|
|
Audit Committee
|
|
|
5
|
|
Compensation Committee
|
|
|
1
|
|
Nominating Committee
|
|
|
1
|
|
The
meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous
written consent.
Each
director attended at least 75% of the total number of meetings of the Board of Directors and those committees on which he served
during the year.
BOARD
LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Mr.
Zhenyong Liu is our chairman and Chief Executive Officer. At the advice of other members of the management or the Board,
Mr. Liu calls meetings of the Board of Directors when necessary. We have three independent directors. Our
Board of Directors has three standing committees, each of which is comprised solely of independent directors with a committee
chair. The Board of Directors believes that the Company’s chief executive officer is best situated to serve as
chairman of the Board of Directors because he is the director most familiar with our business and industry and the director most
capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader
eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership
structure has served the Company well. Our Board of Directors has overall responsibility for risk oversight. The Board
of Directors has delegated responsibility for the oversight of specific risks to Board committees as follows:
|
●
|
The
Audit Committee oversees the Company’s risk policies and processes relating to the financial statements and financial
reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies
and processes for monitoring and mitigating those risks.
|
|
|
●
|
The
Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews
our overall compensation policies for employees.
|
|
●
|
The
Nominating Committee oversees risks related to the Company’s governance structure and processes.
|
The
Board is responsible to approve all related party transactions according to our Code of Ethics. We have not adopted written policies
and procedures specifically for related person transactions.
STOCKHOLDER
COMMUNICATIONS
Stockholders
who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to Orient
Paper, Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China 072550;
Attention: Secretary.
Any
such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary
will forward such communication to the full Board or to any individual member or members of the Board to whom the communication
is directed, unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary
has the authority to discard the communication or take appropriate legal action regarding the communication.
CODE
OF ETHICS
We
have adopted a code of ethics to apply to our principal executive officer, principal financial officer, principal accounting officer
and controller, or persons performing similar functions. The Code of Ethics is currently available at our corporate website at
http://www.orientpaperinc.com/images/The%20Code%20of%20Business%20Ethics%20and%20Conduct.pdf
.
BOARD
OF DIRECTORS COMPENSATION
The
following table sets forth a summary of compensation paid or entitled to our directors during the fiscal years ended December
31, 2016, December 31, 2015 and December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
|
|
Name and
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
Fuzeng Liu
|
|
|
2016
|
|
|
|
7,512
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
7,512
|
|
Director
|
|
|
2015
|
|
|
|
8,077
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,077
|
|
|
|
|
2014
|
|
|
|
8,201
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marco Ku Hon Wai
|
|
|
2016
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
Director
|
|
|
2015
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
9,975
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,975
|
|
|
|
|
2014
|
|
|
|
3,360
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wenbing Christopher
|
|
|
2016
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
Wang
|
|
|
2015
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
6,650
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26,650
|
|
Director
|
|
|
2014
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhaofang Wang
|
|
|
2016
|
|
|
|
6,263
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,263
|
|
Director
|
|
|
2015
|
|
|
|
8,087
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,087
|
|
|
|
|
2014
|
|
|
|
8,136
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lusha Niu
|
|
|
2016
|
|
|
|
1,252
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,252
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective
November 1, 2014, Mr. Marco Ku Hon Wai began serving as our director and has received annual compensation of $20,000, payable
on a monthly basis. In addition, the Company agreed to issue Mr. Ku 7,500 shares of its common stock every year under
the Company’s stock incentive plan. On January 12, 2016, the Company issued Mr. Ku 7,500 shares restricted common stock
under the 2015 Omnibus Equity Incentive Plan (the “2015 ISP”) for his services in 2015, with a value of $1.33 per
share, based on the closing price on the date of the issuance. Mr. Ku will be reimbursed for his out-of-pocket expenses incurred
in connection with his service to the Company.
Effective
October 28, 2009, Mr. Wenbing Christopher Wang has served as our director and has received annual compensation of $20,000, payable
on a monthly basis. Mr. Wang also received 4,000 shares of common stock, a number equal to $20,000 divided by the closing
price of the common stock on October 28, 2009, with piggyback registration rights subordinate to that held by investors in any
past or future private placement of securities. On January 11, 2012, the Company awarded Mr. Wang 15,820 shares of restricted
common stock. These shares of common stock were issued under the 2011 Incentive Stock Plan (the “2011 ISP”) and are
valued at $3.45 per share, based on the closing price on the date of the issuance. On December 31, 2013, the Company awarded Mr.
Wang 5,000 shares restricted common stock under the 2011 ISP and 2012 Incentive Stock Plan (the “2012 ISP”) for, with
a value of $2.66 per share, based on the closing price on the date of the stock issuance. On January 12, 2016, the Company issued
Mr. Wang 5,000 shares restricted common stock under the 2015 ISP, with a value of $1.33 per share, based on the closing price
on the date of the issuance.
Effective
October 28, 2009 through October 12, 2016, Ms. Zhaofang Wang had served as our director and has received annual compensation of
RMB 50,000, payable on a monthly basis.
On
October 12, 2016, Ms. Lusha Niu was elected as our director and receives annual compensation of RMB50,000, payable on a monthly
basis.
On
December 31, 2013, Mr. Fuzeng Liu received 5,000 shares of restricted common stock from our 2011 and 2012 ISPs. The value of the
stock award is determined by the closing price of the Company’s common stock on the date of the award, which was $2.66 as
of December 31, 2013.
Other
than the appointment letters described above, there are no understandings or arrangements between Mr. Ku, Mr. Wang, or Ms. Niu
and any other person pursuant to which Mr. Ku, Mr. Wang, or Ms. Niu was appointed as a director. Mr. Ku, Mr. Wang,
and Ms. Niu do not have any family relationship with any director, executive officer or person nominated or chosen by us to become
a director or executive officer.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
Audit Committee, on behalf of the Board, serves as an independent and objective party to monitor and provide general oversight
of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence,
the performance of our independent registered public accounting firm, our compliance with legal and regulatory requirements and
our standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its Audit
Committee Charter.
Our
management is responsible for preparing our financial statements and our financial reporting process. Our independent registered
public accounting firm is responsible for expressing an opinion on the conformity of our audited financial statements to generally
accepted accounting principles in the United States of America. The Audit Committee met with our independent registered public
accounting firm, with and without management present, to discuss the results of their examinations and the overall quality of
our financial reporting.
In
this context, the Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31,
2016 with management and with our independent registered public accounting firm. The Audit Committee has discussed with our independent
registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications
with Audit Committees), which includes, among other items, matters related to the conduct of the audit of our annual financial
statements.
The
Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required
by applicable requirements of the Public Company Accounting Oversight Board regarding such independent registered public accounting
firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public
accounting firm its independence from us and our management. In addition, the Audit Committee has considered whether the provision
of non-audit services by our independent registered public accounting firm in 2016 was compatible with maintaining our registered
public accounting firm’s independence and has concluded that it was.
Based
on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to
the Board that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31,
2016.
Each
of the members of the Audit Committee is independent as defined under the standards of the Commission and the NYSE MKT Company
Guide, and both Mr. Marco Ku Hon Wai and Mr. Wenbing Christopher Wang qualify as an Audit Committee financial expert in accordance
with the requirements of the NYSE MKT Company Guide and of such rules of the Commission.
Respectfully
submitted by the Audit Committee,
Marco
Ku Hon Wai, Chairman
Wenbing Christopher Wang
Lusha Niu
The
foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference
into any other filing of our company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, except to the extent we specifically incorporate this Audit Committee Report by reference therein.
EXECUTIVE
COMPENSATION
The
following compensation table summarizes the cash and non-cash compensation earned during the years ended December 31, 2016, 2015
and 2014 by each person who served as principal executive officer, principal financial officer, and secretary during 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
|
|
Name and
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards(2)
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
Zhenyong Liu,
|
|
|
2016
|
|
|
$
|
36,074
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
36,074
|
|
Chairman, CEO
|
|
|
2015
|
|
|
$
|
38,461
|
|
|
|
-
|
|
|
$
|
266,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
304,461
|
|
|
|
|
2014
|
|
|
$
|
39,055
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
39,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jing Hao
|
|
|
2016
|
|
|
$
|
36,074
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
36,074
|
|
CFO (1)
|
|
|
2015
|
|
|
$
|
38,333
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
38,333
|
|
|
|
|
2014
|
|
|
$
|
7,550
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
7,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dahong Zhou,
|
|
|
2016
|
|
|
$
|
4,194
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
4,194
|
|
Secretary
|
|
|
2015
|
|
|
$
|
5,128
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
5,128
|
|
|
|
|
2014
|
|
|
$
|
3,179
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
3,179
|
|
(1)
|
On November 3, 2014, the Board of the Company appointed
Ms. Jing Hao to the position of Chief Financial Officer of the Company and serve in accordance with the Bylaws of the Company
and until her successor has been elected and has qualified, or until her earlier resignation, removal or death.
|
(2)
|
The value of the Stock Award is determined by multiplying
the number of restricted shares issued by the quoted closing price of the Company’s common stock on the date of the award,
which was $2.66 as of December 31, 2013 and $3.45 as of January 12, 2012.
|
Employment
Agreements
Mr.
Zhenyong Liu receives a monthly salary of RMB 20,000 (approximately $3,205). On January 11, 2012, the Company awarded Mr. Zhenyong
Liu 44,326 shares of restricted common stock. These shares of common stock were issued under the 2011 ISP and are valued at $3.45
per share, based on the closing price on the date of the issuance. On December 31, 2013, the Company awarded Mr. Zhenyong Liu
8,000 shares of restricted common stock under the 2011 ISP and 2012 ISP, with a value of $2.66 per share, based on the closing
price on the date of the stock issuance. On January 12, 2016, the Company issued Mr. Zhenyong Liu 200,000 shares restricted common
stock under the 2015 ISP, with a value of $1.33 per share, based on the closing price on the date of the issuance.
Ms.
Hao began receiving a monthly salary of RMB 20,000 (approximately $3,205) in January 2015.
OUTSTANDING
EQUITY AWARDS AT 2016 FISCAL YEAR-END
There
were no option exercises in fiscal year of 2016 or options outstanding as of December 31, 2016.
Pension
and Retirement Plans
Currently,
except for contributions to the PRC government-mandated social security retirement endowment fund for those employees who have
not waived their coverage, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors
or employees. There are also no compensatory plans or arrangements with respect to any individual named above which results or
will result from the resignation, retirement or any other termination of employment with our company, or from a change in our
control.
Proposal
2:
Advisory Vote on Executive Compensation
At
our 2011 annual shareholder holding meeting, the stockholders recommended, on an advisory basis, that the frequency of the stockholder
vote to approve the compensation of the Company’s named executive officers every three years. The Company has disclosed
the compensation of its named executive officers pursuant to rules adopted by the SEC.
We
believe that our compensation policies for the named executive officers are designed to attract, motivate and retain talented
executive officers and are aligned with the long-term interests of the Company’s shareholders. This advisory shareholder
vote, commonly referred to as a “say-on-pay vote,” gives you as a shareholder the opportunity to approve or not approve
the compensation of the named executive officers that is disclosed in this Proxy Statement by voting for or against the following
resolution (or by abstaining with respect to the resolution):
RESOLVED,
that the shareholders of Orient Paper, Inc. approve all of the compensation of the Company’s executive officers who are
named in the Summary Compensation Table of the Company’s 2017 Proxy Statement, as such compensation is disclosed in the
Company’s 2017 Proxy Statement pursuant to disclosure rules of the Securities and Exchange Commission, which disclosure
includes the Proxy Statement’s Summary Compensation Table and other executive compensation tables and related narrative
disclosures.
Because
your vote is advisory, it will not be binding on either the Board of Directors or the Company. However, the Company’s Compensation
Committee will take into account the outcome of the shareholder vote on this proposal at the Annual Meeting when considering future
executive compensation arrangements. In addition, your non-binding advisory votes described in this Proposal 2 will not be construed:
(1) as overruling any decision by the Board of Directors, any Board committee or the Company relating to the compensation of the
named executive officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors,
any Board committee or the Company.
Assuming
a quorum is present, the affirmative vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy,
is required for approval of this proposal.
The
Board recommends a vote FOR approval of the compensation disclosed in this Proxy Statement of the Company’s executive officers
who are named in this Proxy Statement’s Summary Compensation Table.
PROPOSAL
3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON
EXECUTIVE
COMPENSATION
The
Dodd-Frank Act requires the Company’s shareholders to have the opportunity to cast a non-binding advisory vote regarding
how frequently the Company should seek from its shareholders a non-binding advisory vote (similar to Proposal 2 above) on the
compensation disclosed in the Company’s proxy statement of its executive officers who are named in the proxy statement’s
summary compensation table for the year in question (the “
named executive officers
”). By voting on this frequency
proposal, shareholders may indicate whether they would prefer that the advisory vote on the compensation of the Company’s
named executive officers occur every one, two or three years. Shareholders may also abstain from voting on the proposal. Accordingly,
the following resolution is submitted for an advisory shareholder vote at the Annual Meeting:
RESOLVED, that the highest number
of votes cast by the shareholders of Orient Paper, Inc. for the option set forth below shall be the preferred frequency of the
Company’s shareholders for holding an advisory vote on the compensation of the Company’s executive officers who are
named in the Summary Compensation Table of the Company’s Proxy Statement:
|
●
|
every
year;
|
|
|
|
|
●
|
every
two years; or
|
|
|
|
|
●
|
every
three years.
|
The
Board of Directors has determined that an advisory vote by the Company’s shareholders on executive compensation that occurs
every three years is the most appropriate alternative for the Company. In formulating its conclusion, the Board of Directors considered
that, because the Company’s compensation program for executive officers is not complex, a shareholder advisory vote every
three years should be sufficient to permit its shareholders to express their views about our compensation program. Also, the Board
of Directors believes that the success of the Company’s executive compensation program should be judged over a period of
time that is longer than one year.
You
may cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years when you vote
in response to this proposal, and you may also abstain from voting on the proposal. Your vote on this proposal is not a vote to
approve or disapprove of the Board’s recommendation but rather is a vote to select one of the options described in the preceding
sentence. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will
be the frequency of the advisory vote on executive compensation that has been recommended by the shareholders. However, because
this vote is advisory and not binding on either the Board of Directors or the Company, the Board of Directors may subsequently
decide that it is in the best interests of the Company and its shareholders to hold an advisory vote on executive compensation
that differs in frequency from the option that received the highest number of votes from the Company’s shareholders at the
Annual Meeting.
The
Board of Directors unanimously recommends that shareholders vote to conduct an advisory shareholder vote every three years on
the compensation of the Company’s executive officers named in the proxy statement’s summary compensation table for
that year.
PROPOSAL
4:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee has selected the firm of BDO China Shu Lun Pan CPAs LLP (“BDO China”), an independent registered public
accounting firm, as our auditors for the fiscal year ending December 31, 2017, subject to ratification of such selection by our
stockholders.
In
the event that ratification of this appointment of our independent registered public accounting firm is not approved by the affirmative
vote of a majority of votes cast on the matter, the appointment of our independent registered public accounting firm will be reconsidered
by the Board. Unless indicated to the contrary, proxies received will be voted for ratification of the appointment of BDO Limited
as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
Representatives
of BDO China have been invited to but are not expected to be present at the Annual Meeting.
Audit
Fees
We
incurred approximately $236,739 for professional services rendered by our registered independent public accounting firm, BDO China
Shu Lun Pan CPAs LLP, for the audit of the Company’s financial statements for 2016. Further, in 2016, we incurred approximately
$103,714 for the reviews of the Company’s quarterly reports by BDO China Shu Lun Pan CPAs LLP.
We
incurred approximately $252,399 for professional services rendered by our registered independent public accounting firm, BDO China
Shu Lun Pan CPAs LLP, for the audit of the Company’s financial statements for 2015. Further, in 2015, we incurred approximately
$110,575 for the reviews of the Company’s quarterly reports by BDO China Shu Lun Pan CPAs LLP.
Audit-Related
Fees
Orient
Paper did not incur any audit-related fees to BDO China Shu Lun Pan CPAs LLP in either fiscal 2015 or fiscal 2016.
Tax
Fees
Orient
Paper did not incur any tax fees to BDO China Shu Lun Pan CPAs LLP in 2016. Orient Paper incurred approximately $12,869 in fees
to KPMG Hong Kong for tax compliance or tax consulting services during the year ended December 31, 2015.
All
Other Fees
Orient
Paper did not incur any fees from its registered independent public accounting firm for services rendered to Orient Paper, other
than the services covered in "Audit Fees" and “Audit-Related Fees” for the fiscal years ended December 31,
2016 and 2015.
With
respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting
firm for 2016, all engagements were entered into pursuant to the audit committee’s pre-approval policies and procedures.
Pre-Approval
Policies and Procedures
The
Audit Committee pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be
paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s
independence.
With
respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting
firm for the years ended December 31, 2016 and 2015, all engagements were entered into pursuant to the Audit Committee’s
pre-approval policies and procedures.
Vote
Required and Board of Directors’ Recommendation
Assuming
a quorum is present, the affirmative vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy,
is required for approval of this proposal. For purposes of the ratification of our independent registered public accounting firm,
abstentions will have the same effect as a vote against this proposal and broker non-votes will have no effect on the result of
the vote.
The
Board recommends a vote FOR ratification of the appointment of BDO China as our independent registered public accounting firm
for the fiscal year ending December 31, 2017.
STOCKHOLDER
PROPOSALS
Stockholders
who wish to present proposals for inclusion in the Company’s proxy materials for the 2018 Annual Meeting of Stockholders
may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To
be eligible, the shareholder proposals must be received by our Secretary at our principal executive office on or before May 15,
2018. Under SEC rules, you must have continuously held for at least one year prior to the submission of the proposal (and continue
to hold through the date of the meeting) at least $2,000 in market value, or 1%, of our outstanding stock in order to submit a
proposal which you seek to have included in the Company’s proxy materials. We may, subject to SEC review and guidelines,
decline to include any proposal in our proxy materials.
Stockholders
who wish to make a proposal at the 2018 Annual Meeting, other than one that will be included in our proxy materials, must notify
us no later than July 2, 2018. If a shareholder who wishes to present a proposal fails to notify us by July 2, 2018, the proxies
that management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it
is properly brought before the meeting.
OTHER
BUSINESS
While the accompanying Notice of Annual Meeting
of Stockholders provides for the transaction of such other business as may properly come before the Annual Meeting, the Company
has no knowledge of any matters to be presented at the Annual Meeting other than those listed as Proposals 1, 2, 3 and 4 in the
notice. However, the enclosed Proxy gives discretionary authority in the event that any other matters should be presented.
ANNUAL
REPORT
Upon
written request to Ms. Dahong Zhou, Secretary, Orient Paper, Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei
Province, People’s Republic of China 072550, we will provide without charge to each person requesting a copy of our 2016
Annual Report, including the financial statements filed therewith. We will furnish a requesting stockholder with any exhibit not
contained therein upon specific request. In addition, this Proxy Statement, as well as our 2016 Annual Report, is available on
our Internet website at
www.orientpaperinc.com
.
|
By
Order of the Board of Directors.
|
|
|
|
/s/
Zhenyong Liu
|
|
Zhenyong
Liu
|
|
Chairman
and Chief Executive Officer
|
Hebei
Province, PRC
October 24, 2017
PROXY
CARD
ORIENT PAPER, INC.
PROXY FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on December 8, 2017: The Proxy
Statement and Annual Report to Stockholders are available at www.orientpaperinc.com.
|
The
undersigned hereby appoints Zhenyong Liu with full power of substitution, as proxy of the undersigned to attend the Annual
Meeting of Stockholders (the “Annual Meeting”) of ORIENT PAPER, INC. (the “Company”), to be held on
December 8, 2017 at 10 a.m. local time at Wei County Production Base, Orient Paper Inc., Industrial Park, Wei County, Hebei
Province, China 054700, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there
personally present on all matters set forth in the Notice of Annual Meeting, dated October 24, 2017 (the
“Notice”), a copy of which has been received by the undersigned, as follows:
1.
|
THE
ELECTION OF TWO DIRECTORS IN CLASS I TO SERVE ON THE BOARD OF DIRECTORS OF THE COMPANY, WITH SUCH CLASS I DIRECTORS TO SERVE
UNTIL THE 2019 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED OR
UNTIL HIS EARLIER RESIGNATION, REMOVAL OR DEATH.
(Check one)
|
FOR
all nominees listed below (except as indicated). ☐
WITHHOLD AUTHORITY to vote for all nominees listed below. ☐
If
you wish to withhold your vote for any individual nominee, strike a line through that nominee’s name set forth below:
Marco
Ku Hon Wai
Wenbing
Christopher Wang
2.
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TO
RECOMMEND BY NON BINDING VOTE, THE APPROVAL OF THE COMPENSATION DISCLOSED IN THE PROXY STATEMENT OF THE COMPANY’S EXECUTIVE
OFFICERS, WHO ARE NAMED IN THE PROXY STATEMENT COMPENSATION TABLE: (Check one)
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FOR
the proposal. ☐
AGAINST the proposal. ☐
ABSTAIN AUTHORITY to vote for the proposal. ☐
3.
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TO
RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
(Check one)
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1
YEAR.
☐
2
YEARS.
☐
3
YEARS.
☐
ABSTAIN
AUTHORITY to vote on the proposal.
☐
4.
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THE
RATIFICATION OF APPOINTMENT OF BDO CHINA SHU LUN PAN CPAS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017: (Check one)
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FOR
the proposal. ☐
AGAINST the proposal. ☐
ABSTAIN AUTHORITY to vote for the proposal. ☐
NOTE:
IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED
FOR ALL OF THE BOARD’S NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AND FOR THE RATIFICATION OF THE APPOINTMENT OF BDO
CHINA SHU LUN PAN CPAS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2017, FOR THE APPROVAL OF THE COMPENSATION DISCLOSED IN THE PROXY STATEMENT OF THE COMPANY’S EXECUTIVE OFFICERS WHO
ARE NAMED IN THE PROXY STATEMENT, FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION TO BE EVERY THREE YEARS,
AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT
OR ADJOURNMENT THEREOF.
Dated: _______________________________
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Signature
of Stockholder
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PLEASE
PRINT NAME
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Certificate
Number(s)
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|
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Total
Number of Shares Owned
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Sign
exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or
other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate
when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested
persons should sign.
PLEASE
COMPLETE THE FOLLOWING:
I
plan to attend the Annual Meeting (Circle one): Yes No
Number
of attendees: ____________
PLEASE
NOTE:
STOCKHOLDER
SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE
THE ANNUAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.
PLEASE
RETURN THIS PROXY CARD TO:
Empire
Stock Transfer, Inc.
1859 Whitney Mesa Drive
Henderson, NV 89014
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