UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
x
Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a–6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a–12
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Yangtze River Development Limited
(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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Fee computed on table below per Exchange Act
Rules 14a–6(i)(1) and 0–11.
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Title of each class of securities to which
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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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(5)
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0–11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement
No.:
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Filing Party:
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Date Filed:
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YANGTZE RIVER
DEVELOPMENT LIMITED
41 John Street, Suite 2A
New York, NY 10038
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 2017
Dear Stockholder:
You are cordially invited to attend the 2017 Annual Meeting of
Stockholders of Yangtze River Development Limited, a Nevada
corporation, to be held at Wanda Global International Center,
Songzhu Road, K6-4, Room 1408, Wuchang District, Wuhan City, Hubei
Province, P.R. China on December 8, 2017, at 10:00 a.m. local
time.
The attached Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the
annual meeting. Our directors, officers, and representatives of our
independent registered public accounting firm will be present to
respond to appropriate questions from stockholders.
Please mark, date, sign and return your proxy card in the enclosed
envelope by following the instructions on the proxy card at your
earliest convenience. This will ensure that your shares will be
represented and voted at the meeting, even if you do not attend. If
you attend the meeting, you may revoke your proxy and personally
cast your vote. Attendance at the meeting does not of itself revoke
your proxy.
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Sincerely,
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/s/ Xiangyao Liu
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Xiangyao Liu
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Chief Executive Officer and
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Chairman of the Board of Directors
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YANGTZE RIVER
DEVELOPMENT LIMITED
41 John Street, Suite 2A
New York, NY 10038
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To Be Held December 8,
2017
NOTICE HEREBY IS GIVEN that the 2017 Annual Meeting of Stockholders
of Yangtze River Development Limited, a Nevada corporation, will be
held at Wanda Global International Center, Songzhu Road, K6-4, Room
1408, Wuchang District, Wuhan City, Hubei Province, P.R. China, on
December 8, 2017, at 10:00 a.m. local time, to consider and act
upon the following:
1.
To
elect eleven (11) directors, each to serve until the 2018 Annual
Meeting of Stockholders;
2.
To
ratify the appointment of Centurion ZD CPA Ltd. as our independent
registered public accounting firm for the fiscal year ending
December 31, 2017;
3.
To
consider and conduct a non-binding advisory vote on a proposal to
approve the Company’s executive compensation;
4.
To
consider and conduct a non-binding advisory vote on a proposal
regarding the frequency of advisory votes on executive
compensation; and
5.
To
transact such other business as properly may come before the annual
meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be presented to a vote of the
stockholders at the annual meeting.
The foregoing items of business are more fully described in the
Proxy Statement that is attached and made a part of this Notice.
Only stockholders of record of our common stock, no par value per
share, at the close of business on October 30, 2017, will be
entitled to notice of, and to vote at, the Annual Meeting of
Stockholders or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting
of Stockholders in person. Your vote is important regardless of the
number of shares you own. Only record or beneficial owners of
Yangtze River Development Limited common stock as of the Record
Date may attend the Annual Meeting in person. When you arrive at
the Annual Meeting, you must present photo identification, such as
a driver’s license. Beneficial owners also must provide
evidence of stockholdings as of the Record Date, such as a recent
brokerage account or bank statement.
Whether or not you expect to
attend the Annual Meeting of Stockholders, please complete, sign,
date, and return the enclosed proxy card in the enclosed
postage-paid envelope in order to ensure representation of your
shares. It will help in our preparations for the meeting if you
would check the box on the form of proxy if you plan on attending
the Annual Meeting. Your proxy is revocable in accordance with the
procedures set forth in the Proxy Statement.
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By Order of the Board of Directors
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/s/ Xiangyao Liu
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Chief Executive Officer and
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Chairman of the Board of Directors
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New York, NY, U.S.A.
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October 30, 2017
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YOUR VOTE IS
IMPORTANT
WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES
WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH
TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
TABLE OF
CONTENTS
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PROXY STATEMENT FOR SHAREHOLDER MEETING OF
STOCKHOLDERS
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1
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General Information About the Proxy Statement
and Annual Meeting
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2
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Voting Procedures and Vote Required
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4
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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6
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ELECTION OF DIRECTORS (Proposal No.
1)
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11
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CORPORATE GOVERNANCE
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11
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Board of Directors
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11
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Director Independence
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11
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Board Meetings and Attendance
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11
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Annual Meeting Attendance
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11
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Stockholder Communications with the
Board
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11
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Board Committees
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11
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Family Relationships
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13
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Involvement in Certain Legal
Proceedings
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14
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Compliance with Section 16(a) of the Exchange
Act
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14
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Code of Ethics
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DIRECTOR COMPENSATION FOR FISCAL 2016
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EXECUTIVE COMPENSATION
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17
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CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
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18
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RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 2)
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19
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ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Proposal No. 3)
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22
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Advisory Vote on Frequency of ADVISORY VOTES ON Executive
compensation
(Proposal No.
4)
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23
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AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND
HOUSEHOLDING
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24
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OTHER BUSINESS
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24
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ADDITIONAL INFORMATION
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24
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i
YANGTZE RIVER
DEVELOPMENT LIMITED
41 John Street, Suite 2A
New York, NY 10038
PROXY
STATEMENT
ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 2017
GENERAL INFORMATION
ABOUT THE PROXY
STATEMENT AND ANNUAL MEETING
General
This Proxy Statement is being furnished to the shareholders of
Yangtze River Development Limited (together with its subsidiaries,
“Company”, “Yangtze”, “we”,
“us” or “our”) in connection with the
solicitation of proxies by our Board of Directors (the “Board
of Directors” or the “Board”) for use at the
Annual Meeting of Shareholders to be held at 10:00 A.M. EST at
Wanda Global International Center, Songzhu Road, K6-4, Room 1408,
Wuchang District, Wuhan City, Hubei Province, P.R. China, and at
any and all adjournments or postponements thereof (the
“Annual Meeting”) for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Accompanying
this Proxy Statement is a proxy/voting instruction form (the
“Proxy”) for the Annual Meeting, which you may use to
indicate your vote as to the proposals described in this Proxy
Statement. It is contemplated that this Proxy Statement and the
accompanying form of Proxy will be first mailed to the
Company’s shareholders on or before November 16, 2017.
The Company will solicit shareholders by mail through its regular
employees and will request banks and brokers and other custodians,
nominees and fiduciaries, to solicit their customers who have stock
of the Company registered in the names of such persons and will
reimburse them for reasonable, out-of-pocket costs. In addition,
the Company may use the service of its officers and directors to
solicit proxies, personally or by telephone, without additional
compensation.
Voting
Securities
Only shareholders of record as of the close of business on October
30, 2017 (the “Record Date”) will be entitled to vote
at the Annual Meeting and any adjournment or postponement thereof.
As of the Record Date, there were approximately 172,344,446 shares
of common stock of the Company, issued and outstanding and entitled
to vote representing approximately 47 holders of record.
Shareholders may vote in person or by proxy. Each holder of shares
of common stock is entitled to one vote for each share of stock
held on the proposals presented in this Proxy Statement. The
Company’s bylaws provide that a majority of all the shares of
stock entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business at
the Annual Meeting. The enclosed Proxy reflects the number of
shares that you are entitled to vote. No share of our common stock
affords any cumulative voting rights. This means that the holders
of a majority of the voting power of the shares voting for the
election of directors can elect all directors to be elected if they
choose to do so.
Voting of
Proxies
All valid proxies received prior to the Annual Meeting will be
voted. The Board of Directors recommends that you vote by proxy
even if you plan to attend the Annual Meeting. To vote by proxy,
you must fill out the enclosed Proxy, sign and date it, and return
it in the enclosed postage-paid envelope. Voting by proxy will not
limit your right to vote at the Annual Meeting if you attend the
Annual Meeting and vote in person. However, if your shares are held
in the name of a bank, broker or other holder of record, you must
obtain a proxy executed in your favor, from the holder of record to
be able to vote at the Annual Meeting.
Revocability of
Proxies
All Proxies which are properly completed, signed and returned prior
to the Annual Meeting, and which have not been revoked, will be
voted in favor of the proposals described in this Proxy Statement
unless otherwise directed.
1
A shareholder may revoke his or her Proxy at any time before it is
voted either by filing with the Secretary of the Company, at its
principal executive offices located at 41 John Suite, Suite 2A, New
York, NY 10038 a written notice of revocation or a duly-executed
Proxy bearing a later date or by attending the Annual Meeting and
voting in person.
Voting Procedures and
Vote Required
The presence, in person or by proxy, of at least a majority of the
issued and outstanding shares of common stock entitled to vote at
the Annual Meeting is necessary to establish a quorum for the
transaction of business. Shares represented by proxies which
contain an abstention, as well as “broker non-vote”
shares (described below) are counted as present for purposes of
determining the presence or absence of a quorum for the Annual
Meeting.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting as
specified in such proxies.
Vote Required for
Election of Directors (Proposal No. 1).
Each share of
our common stock entitles its holder to one vote in the election of
each director and on all other matters voted on generally by our
stockholders, other than any matter that (1) solely relates to the
terms of any outstanding series of preferred stock or the number of
shares of that series and (2) does not affect the number of
authorized shares of preferred stock or the powers, privileges and
rights pertaining to the common stock. No share of our common stock
affords any cumulative voting rights. This means that the holders
of a majority of the voting power of the shares voting for the
election of directors can elect all directors to be elected if they
choose to do so.
Vote Required for
Ratification of Auditors (Proposal No. 2).
Nevada Law
and Our Bylaws provide that, on all matters (other than the
election of directors and except to the extent otherwise required
by our Certificate of Incorporation, as amended), the affirmative
vote of a majority of the shares present, in person or by proxy,
and voting on the matter, will be required for approval.
Accordingly, the affirmative vote of a majority of the shares
present at the Annual Meeting, in person or by proxy, and voting on
the matter, will be required to ratify the Board’s selection
of Centurion ZD CPA Ltd. as our independent auditors for the fiscal
year ending December 31, 2017.
Vote Required for the
Advisory Resolution on Executive Compensation Proposal (Proposal
No. 3)
. This Proposal is non-binding on the Company and
our board of directors.
Vote Required for the
Advisory Resolution on the Frequency of the Stockholders’ Say
on Pay Proposal (Proposal No. 4)
. This Proposal with
respect to the frequency for submission of a resolution to the
shareholders soliciting support for the Company’s named
executive officer compensation policies and programs is non-binding
on the Company and our board of directors.
If you hold shares beneficially in street name and do not provide
your broker with voting instructions, your shares may constitute
“broker non-votes.” Generally, broker non-votes occur
on a matter when a broker is not permitted to vote on that matter
without instructions from the beneficial owner and instructions are
not given. Brokers that have not received voting instructions from
their clients cannot vote on their clients’ behalf on
“non-routine” proposals. Broker non-votes are not
counted for the purposes of obtaining a quorum for the Annual
Meeting, and, in tabulating the voting result for any particular
proposal, shares that constitute broker non-votes are not
considered entitled to vote. The vote on Proposals 1, 3, and 4, are
considered “non-routine” and the vote on Proposal 2 is
considered “routine”. Abstentions are counted as
“shares present” at the Annual Meeting for purposes of
determining the presence of a quorum but are not counted in the
calculation of the vote.
Votes at the meeting will be tabulated by one or more inspectors of
election appointed by the Chief Executive Officer.
Stockholders will not be entitled to dissenter’s rights with
respect to any matter to be considered at the Annual Meeting.
Shareholders
List
For a period of at least ten days prior to the Annual Meeting, a
complete list of shareholders entitled to vote at the Annual
Meeting will be available at the principal executive offices of the
Company located at 41 John Street, Suite 2A, New York, NY 10038 so
that shareholders of record may inspect the list only for proper
purposes.
2
Expenses of
Solicitation
The Company will pay the cost of preparing, assembling and mailing
this proxy-soliciting material, and all costs of solicitation,
including certain expenses of brokers and nominees who mail proxy
material to their customers or principals.
3
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 30, 2017, information
regarding beneficial ownership of our capital stock by:
•
Each person, or group of affiliated persons, known by us to
beneficially own more than 5% of our common stock;
•
Each of our named executive officers;
•
Each of our directors; and
•
All of our current executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the
Securities and Exchange Commission (the “SEC’) and
generally means that a person has beneficial ownership of a
security if he, she or it possesses sole or shared voting or
investment power of that security, including options that are
currently exercisable or exercisable within sixty (60) days of
October 30, 2017. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the persons
named in the table below have sole voting and investment power with
respect to all shares of common stock shown that they beneficially
own, subject to community property laws where applicable.
Common stock subject to stock options currently exercisable or
exercisable within sixty (60) days of October 30, 2017, are deemed
to be outstanding for computing the percentage ownership of the
person holding these options and the percentage ownership of any
group of which the holder is a member but are not deemed
outstanding for computing the percentage of any other person.
Unless otherwise indicated, the address of each beneficial owner
listed in the table below is c/o Yangtze River Development Limited,
41 John St., Suite 2A, New York, NY 10038.
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Amount and Nature of Beneficial Ownership
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Percent of Common Stock
(1)
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Xiangyao Liu, CEO,
President, Chief
Executive Officer, and Chairman of the Board
(2)
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91,240,000
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52.94
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%
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James Stuart Coleman,
Executive
Director
(3)
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4,060,000
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2.36
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%
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Xin Zheng
, Chief Financial
Officer
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0
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0
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%
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Yanliang Wu,
Executive
Director
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0
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0
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%
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Yu Zong,
Executive
Director
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0
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0
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%
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Harvey Leibowitz,
Independent
Director
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0
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0
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%
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Zhixue Liu,
Independent
Director
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0
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0
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%
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Tongmin Wang,
Independent
Director
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0
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0
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%
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Daniel W. Heffernan,
Independent
Director
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0
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0
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%
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Adam S. Goldberg,
Independent
Director
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0
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0
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%
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Zhihong Su,
Independent
Director
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0
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0
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%
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Zhanhuai Cheng,
Executive
Director
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0
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0
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%
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All directors and executive officers as a group
(12 person)
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95,370,000
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55.64
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%
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5% Shareholders:
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Jasper Lake Holdings Limited
(2)
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91,240,000
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52.94
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%
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Crestlake Holdings Limited
(4)
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16,600,000
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9.63
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%
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Fortunate Drift Limited
(5)
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16,600,000
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9.63
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%
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Majestic Symbol Limited
(6)
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16,600,000
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9.63
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%
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4
5
PROPOSAL 1 —
ELECTION OF DIRECTORS
The Company’s Board of Directors currently consists of eleven
authorized directors. A total of eleven directors will be elected
at the Annual Meeting to serve until the next annual shareholder
meeting. The persons named as “Proxies” in the enclosed
Proxy will vote the shares represented by all valid returned
proxies in accordance with the specifications of the shareholders
returning such proxies. If no choice has been specified by a
shareholder, the shares will be voted FOR the nominees. If at the
time of the Annual Meeting any of the nominees named below should
be unable or unwilling to serve, which event is not expected to
occur, the discretionary authority provided in the Proxy will be
exercised to vote for such substitute nominee or nominees, if any,
as shall be designated by the Board of Directors. If a quorum is
present and voting, the nominees for directors receiving the
highest number of votes will be elected. Abstentions and broker
non-votes will have no effect on the vote.
NOMINEES FOR ELECTION AS
DIRECTOR
Nominees
The persons nominated as directors are as follows:
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Xiangyao Liu
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45
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Chief Executive Officer, President, Secretary
and Chairman of the Board
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James Stuart Coleman
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61
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Director
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Zhanhuai
Cheng
(1)
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69
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Director
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Yanliang
Wu
(1)
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51
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Director
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Yu Zong
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46
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Director
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Harvey
Leibowitz
(1)
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82
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Independent Director
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Zhixue
Liu
(1)
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53
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Independent Director
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Tongmin
Wang
(1)
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57
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Independent Director
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Adam
Goldberg
(1)
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46
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Independent Director
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Daniel
W. Heffernan
(1)
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67
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Independent Director
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Zhihong
Su
(1)
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56
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Independent Director
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Xiangyao Liu
Mr. Xiangyao Liu was first appointed as Chief Executive Officer,
President, Secretary and Chairman of the Board of the Company on
December 19, 2015.
Mr. Liu served in the state-owned Materials Bureau of Hebei
Province and was involved in steel and other logistics trading
between 1994 and 1996. From 1996 to 2003, he invested and
established the Pacific Trade and Logistics in China, served as the
General Manager and engaged in the trading and logistics of steel,
agricultural products and other commodities. In 2010, Mr. Liu
participated in the investment of Wuhan Renhe Group Limited, which
held the Wuhan Huazhong Steel Trading Center Co., Ltd., at that
time, supervising the logistics and trading of steel. He also
started to engage in financial and security investments in Hong
Kong. From November 2010 to December 2012, Mr. Liu was the deputy
general manager of Wuhan Renhe Group Limited; From January 2012 to
June 2015, Mr. Liu served as the Deputy General Manager of the
Wuhan Huazhong Steel Trading Center Co., Ltd., which later became
the Wuhan Yangtze River Newport Logistics Co. Ltd. He supervised
the transition of the steel trading renter to a residential and
commercial complex which supports the warehouses and docks, led
projects to bring the Steel Trading Center into the Yangluo
Comprehensive Bonded Zone and Free Trade Area in Wuhan, supervised
the feasibility study of the Wuhan Yangtze River Newport Logistics
Center and collaborated with the local government to develop the
Yangluo Newport Project Plan, handling corporate structuring,
strategic planning and operations management of the company. Mr.
Liu was appointed as the CEO and the Chairman of the Board of the
Company in July 2015 because of his managerial skills and expertise
in the industry.
Mr. Liu received his Bachelor’s degree in Business Management
from the Hebei Institute of Finance in 1994.
6
James Stuart
Coleman
Mr. James Coleman was first appointed as an Executive Director on
December 19, 2015.
Mr. James Coleman has been the Chief Representative in the United
States of Wuhan Yangtze River Newport Logistics Co., Limited since
April 2015. Mr. Coleman has also been the CEO and CFO of Dream
Recovery International, Inc., a drug and alcohol rehabilitation
facility since January 2014. Mr. Coleman has also been a Partner of
the Angel Capital Ltd, an angel capital investor in start-up
companies since September 2012. Since April 2006, Mr. Coleman has
served as an Associate Broker at Bond New York Properties, LLC,
specializing in commercial real estate in New York. We have
selected Mr. Coleman as a director because of his experience with
the capital markets in the United States.
Mr. Coleman received his Bachelor’s degree in Arts from
Allegheny College in 1978. He is also a licensed Associate Broker
in the State of New York.
Zhanhuai
Cheng
Mr. Zhanhuai Cheng was first appointed as an Executive Director on
December 19, 2015.
Mr. Zhanhuai Cheng has served as the Chief Technology Officer
(“CTO”) of Wuhan Huazhong Steel Trading Center since
December 2008 and is responsible for the planning and construction
of the logistics warehouse, dock berths, and supporting residential
and commercial buildings. Since July 2015, after Wuhan Huangzhong
Steel Trading Center restructured into Wuhan Newport, Mr. Cheng
continued serving as the CTO of Wuhan Newport. Mr. Cheng was
appointed as a member of the Board in December 2015. From 2000 to
2007, Mr. Cheng was employed by the Wuhan City Port Authority
Officers and was in charge of port construction planning. During
his term with the office, Mr. Cheng worked with the various ports
along the Yangtze River and accumulated great experience in port
planning, wharf construction, operations and management. He helped
various agencies of the Wuhan government to complete the
transformation of the water network, port construction, etc., and
obtained the title of advanced workers of Wuhan City. During his
service, Mr. Cheng also directed the planning, development and
construction of the Qingshan Port, Yangluo Port, Yangsi Port and
other terminals in Wuhan.
From 1993 to 2000, Mr. Cheng served as an officer of Wuhan Light
Rail Construction and was in charge of resource development,
project design, tendering and construction work. During his term of
office, Mr. Cheng has contributed greatly to metro line planning
and rail transit construction in Wuhan. These are recognized by the
Wuhan Government with a number of honorary titles issued to
him.
Mr. Cheng has also previously worked in the Wuhan Iron and Steel
Limited, focusing on the production of railway and other
construction, and port transportation projections. Mr. Cheng was
also employed by the Ministry of Railways Bridge Engineering Bureau
and served as a staff analyst and later on a vice dean of an
academic institute, contributing to many projects and achieving
great success. We have selected Mr. Cheng as a director because of
his expertise in our industry.
Yanliang Wu
Mr. Yanliang Wu was first appointed as an Executive Director on
December 19, 2015.
Mr. Wu has served as the
deputy general manager of Wuhan Huazhong Steel Trading Center since
June 2010. Since July 2015, after Wuhan Huangzhong Steel Trading
Center re-structured into Wuhan Newport, Mr. Wu continued serving
as the deputy general manager of Wuhan Newport. Mr. Wu has been
working for Wuhan Yangtze River Newport Logistics Co. Ltd. since
2012, and is in charge of the company’s indoor storage,
outdoor yards, approval, planning and construction of warehouses,
and operations management. Mr. Wu worked for Alpha Logistics Co,
Ltd. in Montreal, Canada from 1997 to 2003, where he served as the
Head of Logistics and coordinated the construction of the logistics
network of the company in North America and the Pacific Rim. From
2002 to 2012, he was in charge of the company’s business
development in the logistics industry in Mainland China, as well as
leading the opening of its Shanghai branch. From 1986 to 1996, Mr.
Wu worked in the head office of the state-owned Wuhan Metal
Materials Corporation, serving as the Minister of Management and
General Manager of Commodity Trading. During his employment, he
received two accolades for his personal achievement in 1990 and
1992. He was also certified as a senior economist in China in
September 1994. We have selected Mr. Wu as a director because of
his expertise in our industry.
Mr. Wu received his Bachelor of Sciences degree in Logistics from
Huazhong University of Science and Technology in 1986.
7
Yu Zong
Mr. Yu Zong was first appointed as an Executive Director on
December 19, 2015.
Mr. Zong has served as the Deputy General Manager of Wuhan Yangtze
River Newport Logistics Co. Ltd. from February 2012 to September
2015, and was in charge of the development, construction and
management of the real estate. Mr. Zong became its general manager
and legal representative in October 2015. In July 2015, after Wuhan
Huangzhong Steel Trading Center re-structured into Wuhan Newport,
Mr. Zong was appointed as the deputy general manager of Wuhan
Newport. Mr. Zong was appointed as General Manager and Chief
Representative of Wuhan Newport in October 2015. From September
2009 to January 2012, he worked in Wuhan Dingxin Real Estate Ltd.
as the Deputy General Manager and Chief Engineer, leading the
construction and management of the “Mocha Town” Phase
II Development Project. From 2007 to 2009, Mr. Zong worked in the
China Railway Group Wuhan Properties Limited, as the minister of
Engineering Planning Division, and participated in a large real
estate project which had a total investment of six (6) billion RMB.
From 2003 to 2006, Mr. Zong worked in Hubei Jiuding Ltd., as the
Deputy General Manager and Chief Engineer and was responsible for
the construction and management of a villa project which occupied
an area of 80,000 square meters and a total construction area of
70,000 square meters. During the construction period, his duties
included preliminary design, construction report, project quality
control, and compliance. From 2000 to 2002, Mr. Zong worked as the
Project Manager for Pace Home Development Inc., in Canada,
providing consulting services for various types of construction
projects. Mr. Zong also previously worked in the Wuhan Institute of
Architecture Design Institute. We have selected Mr. Zong as a
director because of his expertise in our industry.
Mr. Zong obtained his bachelor’s degree in Civil Engineering
in 1993 from Wuhan University. He also obtained his master’
degree in Engineering from the University of British Columbia in
2004.
Harvey
Leibowitz
Mr. Harvey Leibowitz was first appointed as an Independent Director
on December 15, 2015.
Mr. Leibowtiz has been a director and Chair of the Audit Committee
of ASTA Funding, Inc., a company listed on the NASDAQ since 2000.
Mr. Leibowitz graduated from the City University of New York
— Baruch College in 1955 with a bachelor’s degree in
Accounting. Between 1955 and 1962, he was employed as a staff
accountant at various accounting firms working on matters relating
to audits, taxes and write-ups. From 1962 to 1979, Mr. Leibowtiz
worked at Standard Financial Corporation, which acquired Sterling
National Bank in 1965, in capacities including internal auditor and
Senior Vice President in charge of commercial financing and
factoring. From 1980 to 1994, Mr. Leibowitz worked for companies
such as International Paper Company, Century Factors, Inc., and
Foothill Financial Advisors, Inc., and was in charge of commercial
financing involving secured loan financing. From 1994 to 1999, Mr.
Leibowitz worked for Sterling National Bank as an internal auditor
and was in charge of the Commercial Finance Department. Based on
Mr. Leibowitz’s education and employment background, we have
selected Mr. Leibowitz as a director and chairman of the Audit
Committee because of his expertise in accounting and finance and
the Board believes that Mr. Leibowitz qualifies as a
“financial expert” as defined by the SEC rules.
Zhixue Liu
Mr. Zhixue Liu was first appointed as an Independent Director on
December 19, 2015.
Mr. Liu obtained his Ph.D. in Management and is currently a
professor at the School of Management of Huazhong University of
Science and Technology. Mr. Liu has been teaching as a professor at
the School of Management of the Huazhong University of Science
& Technology since January 2011. Mr. Liu was appointed as a
member of the Board in December 2015. Also currently the Deputy
Director of the Product Operations and Logistics Management
Department, Mr. Liu is one of the main drafters of
The
People’s Republic of China National Standard —
Classification and Index of Logistics Enterprises
and
The People’s
Republic of China National Standard — Logistics
Terminology
. He is also a member of the National Ministry of
Education Logistics Specialty Guidance Steering Committee, Board of
Trustee of the National Natural Science Fund Committee Management
Division, Committee of the National Professional Commission for
Certification of Logistics Specialist, Deputy Secretary General of
the China Logistics Technology Association, Executive Director of
the China Society of Logistics, and Executive Director of the China
Marketing Association.
8
Mr. Liu obtained his bachelor’s in Logistics from Huazhong
University of Science and Technology in 1986. After his graduation,
he served as an assistant, lecturer, associate professor, professor
and doctoral tutor in the University, and focuses on researching
and teaching logistics management, supply chain management,
international trade, international business operations and
marketing. Recently, he has published six (6) representative works,
including the
Modern Logistics
Handbook
, and more than forty (40) papers in domestic and
foreign mainstream journals. He also hosted and participated in
academic forums on
Research on Model of
Supply Chain Logistics Management and Case Studies on China’s
Auto Supply Chain
and other studies initiated by the
National Natural Science Foundation. Mr. Liu has led research on
the
Shandong Weifang City
Logistics Development Strategy Plan, Planning of Jiangyin Yangtze
Port Integrated Logistics Zone
and
Logistics
Solutions for Dongfeng Vehicles, Study on Transition of Wuhan Iron
and Logistics Transportation Companies
and a number of other
logistics management topics. Mr. Liu and his research have been
awarded the Outstanding Scientific Achievement Award under
China’s “Ninth Five-Year” key scientific and
technological projects, and Second Place in the National Commerce
Scientific Advancement Award. We have selected Mr. Liu as a
director because of his expertise and scholarship in the
industry.
Tongmin Wang
Mr. Tongmin Wang was first appointed as an Independent Director on
December 19, 2015.
Mr. Wang was a chief engineer of Logistical Equipment at Wuhan Iron
and Steel Limited from January 2011. Mr. Wang has worked for Wuhan
Iron and Steel Limited and Wuhan Port Terminal Foreign Trade Co.,
Ltd. since 2007. He has served as the deputy general manager of the
Office of Corporate Integration, Chief Administrative Officer,
Director of Cargo Unloading and Chief Engineer of Logistical
Equipment. Mr. Wang worked for Wuhan Port Group from 1992 to 2007.
During this period, he held positions include Deputy Administrate
Officer, Deputy Director of the Wuhan Water Company, Director of
the Wuhan Port Mechanical Company, Manager of the Office of the
Corporate Integration, Director of the Cargo Unloading Division and
etc. From 1981 to 1992, Mr. Wang worked for the Wuhan Port
Machinery Plant of the Ministry of Transportation in China.
Mr. Wang possesses professional knowledge and more than three
decades of experience in the management of a port. He is familiar
with the logistics industry and takes a practical approach in the
organization and management of cargo loading/unloading. He is able
to utilize his expertise to solve practical problems involving the
day-to-day operations at a port terminal. We have selected Mr. Wang
as a director because of his expertise in the industry.
He received his bachelor’s degree in Mechanical Engineering
from Wuhan Institute of Maritime and master’s degree in
Industrial Management from the Chinese Academy of Social Sciences
in 1998.
Adam Goldberg
Mr. Adam Goldberg was first appointed as an Independent Director on
February 15, 2017.
Mr. Goldberg is the President and founder of Telco Experts LLC
since March 2008. He served as Chief Executive Officer of Gemini
Communications from March 1996 to March 2008. At Telco, Mr.
Goldberg obtained regulatory approval for the company as a licensed
telephone company in 21 states and manages a staff of 30
telecommunication professionals and engineers. Mr. Goldberg has
extensive experience in business development, regulatory affairs,
strategic planning, employee development and project
management.
Mr. Goldberg obtained his bachelor’s degree in Marketing and
Finance from University of Maryland, Robert H. Smith School of
Business in 1993.
Daniel
Heffernan
Mr. Daniel W. Heffernan was first appointed as an Independent
Director on January 4, 2016.
Mr. Heffernan has served as the Principal of HRK Associates,
specializing in credit enhanced finance since 1998. Mr. Heffernan
was the Principal of HRK Associates since January 2011. Mr.
Heffernan was appointed as a member of the Board in December 2015.
Prior to his position at HRK, from 1973 to 1986, Mr. Heffernan
served as an officer at New York Life Insurance Company. From 1986
to 1998, Mr. Heffernan was employed as an officer at Jhminer, Co.
Ltd., in New York. Mr. Heffernan has more than thirty years of
financial experience in the highly specialized niche market of
mitigation of risk through the use of insurance and reinsurance
related financial products. He has provided services to clients
operating throughout the U.S. and in the international
marketplace,
9
leveraging his experience in providing credit enhanced, customized
financial solutions that provide a distinctive bridge to the
capital markets.
Mr. Heffernan is actuarially trained and has previously worked for
New York Life Insurance Company, where he ran the Pension
Department and supervised its two hundred eighty employees, and
MINET/MIPI Brokers. While at New York Life, he consulted with a
client base in excess of 5,000 corporations and unions, providing
services ranging from structuring to administration. We have
selected Mr. Heffernan as a director because of his expertise in
finance.
Mr. Daniel W. Heffernan obtained his bachelor’s degree in
Theology from New York Shadowbrook Jesuit Seminary in 1972.
Zhihong Su
Mr. Zhihong Su was first appointed as an Independent Director on
January 14, 2016.
Mr. Su has served as the managing partner of the Beijing Hengjun
Law Firm since December 2001, practicing in areas such as
securities, litigation, general corporate and banking. Mr. Su was
appointed as member of the Board in January 2016. Mr. Su started
his career as in-house counsel for China International Trust and
Investment Corporation (“CITIC”) in December 1984, and
was responsible for the legal affairs of overseas investments. In
January 1990, Mr. Su was sent to station at the Washington DC-based
law firm Arnold and Porter LLP as a foreign lawyer to oversee a
full spectrum of legal matters of CITIC’s subsidiaries in the
United States, namely, CITIC Steel Group, CITIC Buffalo Tungsten
Company, CITIC Seattle Woodland and CITIC Florida Real Estate Co.
Ltd. During his stay in Washington from 1990 to June 1996, he
worked on a number of matters involving corporate and securities
law. Upon returning to China in July 1996, Mr. Su worked for the
Law Offices of Jiahe as one of the founding members and as an
attorney until November 2001. We have chosen Mr. Su to serve as a
director because of the perspective he brings to legal matters in
China.
Mr. Su earned his bachelor’s degree in Laws (LLB) from China
University of Political Science and Law where he had taught for a
year after graduation before becoming a qualified Chinese lawyer in
the same year.
Required Vote
Each share of our common stock entitles its holder to one vote in
the election of each director and on all other matters voted on
generally by our stockholders, other than any matter that (1)
solely relates to the terms of any outstanding series of preferred
stock or the number of shares of that series and (2) does not
affect the number of authorized shares of preferred stock or the
powers, privileges and rights pertaining to the common stock. No
share of our common stock affords any cumulative voting rights.
This means that the holders of a majority of the voting power of
the shares voting for the election of directors can elect all
directors to be elected if they choose to do so.
At the Annual Meeting a
vote will be taken on a proposal to approve the election of the
eleven (11) director nominees.
RECOMMENDATION OF THE
BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF
XIANGYAO LIU, JAMES STUART COLEMAN, ZHANHUAI CHENG, YANLIANG WU, YU
ZONG, HARVEY LEIBIWITZ, ZHIXUE LIU, TONGMIN WANG, ADAM GOLDBERG,
DANIEL HEFFERNAN, AND ZHIHONG SU AS DIRECTORS.
10
CORPORATE GOVERNANCE
Board of
Directors
The Board oversees our business affairs and monitors the
performance of our management. In accordance with our corporate
governance principles, the Board does not involve itself in
day-to-day operations. The directors keep themselves informed
through discussions with the Executive Chairman, other key
executives and by reading the reports and other materials sent to
them and by participating in Board and committee meetings. Our
directors hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their
earlier resignation or removal, or if for some other reason they
are unable to serve in the capacity of director.
Director
Independence
As we are listed on NASDAQ, our determination of independence of
directors is made using the definition of “independent
director” contained in Rule 5605(a)(2) of the Marketplace
Rules of the NASDAQ Stock Market. Our board affirmatively
determined that Harvey Leibowitz, Zhixue Liu, Yongming Wang, Romano
Tio, Daniel Heffernan and Zhihong Su are “independent”
directors, as that term is defined in the NASDAQ Stock Market
Rules.
Board Meetings and
Attendance
The Board held 1 physical and telephonic meeting in 2016. The Board
also approved certain actions by unanimous written consent.
Annual Meeting
Attendance
The Company did not hold an annual meeting of stockholders in
2016.
Stockholder
Communications with the Board
Shareholders wishing to communicate with the Board, the
non-management directors, or with an individual Board member may do
so by writing to the Board, to the non-management directors, or to
the particular Board member, and mailing the correspondence to: c/o
Xiang Liu, Yangtze River Development Limited, 41 John St., Suite
2A, New York, NY 10038. The envelope should indicate that it
contains a shareholder communication. All such shareholder
communications will be forwarded to the director or directors to
whom the communications are addressed.
Board
Committees
Our Board of Directors has six (6) standing committees: an Audit
Committee, a Compensation Committee, a Nomination Committee, a
Governance and Human Resources Committee, a Board Oversight
Committee, and a Social Media Committee. Each committee consists of
only independent directors of the Company. Each of the board
committees has the composition and responsibilities described
below. As of October 30, 2017, the members of these committees
are:
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Harvey Leibowitz*
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Harvey Leibowitz*
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Daniel Heffernan*
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Daniel Heffernan
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Daniel Heffernan
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Harvey Leibowitz
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Zhihong Su
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Zhixue Liu
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Zhixue Liu
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Romano Tio
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Zhihong Su
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Zhihong Su
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Tongmin Wng
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Romano Tio
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Romano Tio
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11
Governance and Human Resources Committee
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Board
Oversight Committee
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Zhihong Su*
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Daniel Heffernan*
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Romano Tio*
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Daniel Heffernan
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Harvey Leibowitz
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Daniel Heffernan
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Harvey Leibowitz
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Zhixue Liu
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Harvey Leibowitz
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Romano Tio
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Zhihong Su
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Zhizong Su
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Tongmin Wang
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Romano Tio
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Tongmin Wang
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Audit Committee
We have an Audit Committee established in accordance with Section
3(a)(58)(A) of the Exchange Act. Each of these Committee members is
“independent” within the meaning of Rule 10A-3 under
the Exchange Act and the NASDAQ Stock Market Rules. Our board has
determined that Harvey Leibowitz shall serve as the “audit
committee financial expert”, as such term is defined in Item
407(d)(5) of Regulation S-K. Harvey Leibowitz serves as Chairman of
our Audit Committee.
The Audit Committee shall make such examinations as are necessary
to monitor the corporate financial reporting and external audits of
the Company and its subsidiaries; to provide to the Board the
results of its examinations and recommendations derived therefrom;
to outline to the Board improvements made, or to be made, in
internal accounting controls; to nominate independent auditor; and
to provide to the Board such additional information and materials
as it may deem necessary to make the Board aware of significant
financial matters requiring Board attention.
Since the establishment of the Audit Committee on January 25, 2016,
the Audit Committee held nine (9) telephonic meeting, at which all members
of the Audit Committee were present.
Compensation Committee
The members of our Compensation Committee are
“independent” within the meaning of the NASDAQ Stock
Market Rules. In addition, each member of our Compensation
Committee qualifies as a “non-employee director” under
Rule 16b-3 of the Exchange Act. The purpose of the Compensation
Committee is to review and make recommendations to the Board
regarding all forms of compensation to be provided to the executive
officers and directors of the Company, including stock compensation
and loans, and all bonus and stock compensation to all
employees.
Harvey Leibowitz serves as Chairman of our Compensation
Committee.
Since the establishment of the Compensation Committee on January
25, 2016, the Compensation Committee did not hold any physical or
telephonic meetings.
Nomination Committee
The members of our Nomination Committee are
“independent” within the meaning of the NASDAQ Stock
Market Rules. The purpose of the Nomination Committee shall be to
review and make recommendations to the Board regarding matters
concerning corporate governance; review the composition of and
evaluate the performance of the Board; recommend persons for
election to the Board and evaluate director compensation; review
the composition of committees of the Board and recommend persons to
be members of such committees; review and maintain compliance of
committee membership with applicable regulatory requirements; and
review conflicts of interest of members of the Board and corporate
officers.
Harvey Leibowitz serves as Chairman of our Compensation
Committee
Since the establishment of the Nomination Committee on January 25,
2016, the Nominating Committee held one (1) telephonic meetings, at which all members of the Nomination Committee were present.
12
Governance and Human Resources Committee
The members of our Governance and Human Resources Committee are
“independent” within the meaning of the NASDAQ Stock
Market Rules. The Governance and Human Resources Committee shall be
is responsible for (1) developing Company’s approach to the
Board and corporate governance issues; (2) helping to maintain an
effective working relationship between the Board and management;
(3) exercising, within the limits imposed by the by-laws of the
Company, by applicable laws, and by the Board, the powers of the
Board for the management and direction of the affairs of the
Company during the intervals between meetings of the Board; (4)
reviewing and making recommendations to the Board for the
appointment of senior executives of the Company and for considering
their terms of employment; (5) reviewing succession planning,
matters of compensation; (6) recommending awards under the
Company’s long term and short term incentive plans; (7)
assuming the role of administrator, whether by delegation or by
statute, for the corporate-sponsored registered pension plans and
the Supplementary Executive Retirement Plan of the Company and its
wholly-owned subsidiaries and any future, additional or replacement
plans relating to the plans; and (8) monitoring the investment
performance of the trust funds for the plans and compliance with
applicable legislation.
Zhihong Su serves as chairman of our Nomination Committee.
Since the establishment of the Governance and Human Resources
Committee on January 25, 2016, the Governance and Human Resources
Committee did not hold any physical or telephonic meetings.
Board Oversight Committee
The members of our Board Oversight Committee are
“independent” within the meaning of the NASDAQ Stock
Market Rules. The Board Oversight Committee shall assist the Board
Oversight Committee and the Board in the exercise of its
responsibilities, particularly by defining the scope of the
Committee’s authority in respect of risk oversight matters
delegated to it by the Board.
Daniel Heffernan serves as chairman of our Nomination
Committee.
Since the establishment of the Board Oversight Committee on January
25, 2016, the Board Oversight Committee did not hold any physical
or telephonic meetings.
Social Media Committee
The members of our Social Media Committee are
“independent” within the meaning of the NASDAQ Stock
Market Rules. The Social Media Committee shall oversee the social
media strategy initiatives for the Company pursuant to Regulation
FD. The Committee shall 1) provide compliant Regulation FD
strategic leadership for social media through the alignment of
social media strategies and activities with enterprise strategic
objectives and processes; 2) establish and maintain corporate
policies with respect to use of social media for both
process-driven social engagements, as well as for use of social
media by employees for participating in social conversations (e.g.
blogging and Tweeting by subject matter experts); 3) prioritize
social media initiatives and deliver final approvals and
recommendations on proceeding with proposed social media projects,
including process, technology, and organizational project; 4)
ensure open communication between the social media department and
the other functional units of the Company so as to promote
collaborative strategies, planning, and implementation.
Romano Tio serves as chairman of our Social Media Committee.
Since the establishment of the Social Media Committee on January
25, 2016, the Social Media Committee did not hold any physical or
telephonic meetings.
Family
Relationships
There are no family relationships among any of our directors or
executive officers.
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Involvement in Certain
Legal Proceedings
Except as described below, to the best of our knowledge, none of
our directors or executive officers has, during the past ten
years:
•
been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
•
had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two
years prior to that time;
•
been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, by any court of competent
jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting,
his involvement in any type of business, securities, futures,
commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such
activity;
•
been found by a court of competent jurisdiction in a civil action
or by the Commission or the Commodity 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 of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any
settlement of a civil proceeding among private litigants), relating
to an alleged violation of any federal or state securities or
commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order,
or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
•
been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act),
any registered entity (as defined in Section 1(a)(29) of the
Commodity Exchange Act), or any equivalent exchange, association,
entity or organization that has disciplinary authority over its
members or persons associated with a member.
On December 19, 2015, James Coleman joined us as Executive
Director. Prior to joining us, Mr. Coleman was the managing member
and owner of Firebird International LLC, Dream International
Holdings LLC and Dream Recovery International LLC, all of which are
privately held companies engaged primarily in drug rehabilitation
businesses, from January 2014 to September 2016. On September 13,
2016, all three entities mentioned above filed voluntary petitions
in the United States Bankruptcy Court for the District of Southern
Florida seeking relief under the provisions of chapter 7 of title
11 of the United States Code in order to facilitate liquidations in
these three entities.
Except as set forth in our discussion below in “Certain
Relationships and Related Transactions,” none of our
directors or executive officers has been involved in any
transactions with us or any of our directors, executive officers,
affiliates or associates which are required to be disclosed
pursuant to the rules and regulations of the Commission.
Compliance with Section
16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company’s
directors, executive officers and persons who beneficially own 10%
or more of a class of securities registered under Section 12 of the
Exchange Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers
and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all
reports filed by them in compliance with Section 16(a).
14
Based solely on our review of certain reports filed with the
Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended, the reports required
to be filed with respect to transactions in our common stock during
the fiscal year ended December 31, 2016, were timely.
Code of
Ethics
We have adopted a code of ethics as of the date of this Annual
Report that applies to our principal executive officer, principal
financial officer, directors and principal accounting officer as
well as our employees. Our standards are in writing and are to be
posted on our website at
www.yerr.com.cn
at a future time. The following is a summation of the key points of
the Code of Ethics we adopted:
•
Honest and ethical conduct, including ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
•
Full, fair, accurate, timely, and understandable disclosure reports
and documents that a small business issuer files with, or submits
to, the Commission and in other public communications made by our
Company;
•
Full compliance with applicable government laws, rules and
regulations;
•
The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
•
Accountability for adherence to the code.
Director Compensation
Table
The following table sets forth the compensation received by each of
our Directors for the year ended December 31, 2016.
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Fees
Earned or Paid
in Cash
($)
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Non-Equity
Incentive Plan Compensation ($)
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Non-Qualified
Deferred Compensation ($)
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All
Other Compensation ($)
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Xiangyao
Liu
Chairman of the Board
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James
Stuart Coleman
Executive Director
(1)
|
|
70,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
70,000
|
|
Zhanhuai
Cheng
Executive Director
(1)
|
|
24,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,000
|
|
Yanliang
Wu
Executive Director
(1)
|
|
24,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,000
|
|
Yu
Zong
Executive Director
(1)
|
|
24,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,000
|
|
Harvey
Leibowitz
Independent Director
(2)
|
|
50,105
|
(7)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50,105
|
|
Zhixue
Liu
Independent Director
(3)
|
|
24,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,000
|
|
Tongmin
Wang
Independent Director
(3)
|
|
24,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,000
|
|
Daniel
W. Heffernan
Independent Director
(4)(5)
|
|
46,158
|
(8)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
46,158
|
|
Romano
Tio
Independent Director
(4)(5)(6)
|
|
46,158
|
(8)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
46,158
|
|
Zhihong
Su
Independent Director
(3)(5)
|
|
24,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,000
|
15
16
EXECUTIVE COMPENSATION
Summary Compensation
Table
The Summary Compensation Table below sets forth information
regarding the compensation awarded to or earned by the
company’s executive officers for our fiscal years ended
December 31, 2016 and 2015.
|
|
|
|
|
|
|
|
|
Securities-based Compensation
($)
|
|
All
other compensation
($)
|
|
|
|
Xiangyao Liu
|
|
2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Chief
Executive Officer
(1)
|
|
2015
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jianfeng Guo
Former Chief
Executive Officer,
|
|
2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Former
Chairman of the Board
(2)
|
|
2015
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longlin Hu
|
|
2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Former
Chief Executive Officer
(3)
|
|
2015
|
|
37,500
|
|
—
|
|
—
|
|
—
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xin “Cindy” Zheng
|
|
2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Chief Financial Officer
|
|
2015
|
|
54,000
|
|
—
|
|
—
|
|
—
|
|
54,000
|
Employment
Agreements
We have employment agreements with all of our directors and
officers except Xiangyao Liu.
Option Grants
We had no outstanding equity awards as of the end of fiscal year
2016.
Option Exercises and
Fiscal Year-End Option Value Table
There were no stock options exercised during fiscal 2016 by the
executive officers.
Long-Term Incentive
Plans and Awards
There were no awards made to a named executive officer in fiscal
2016 under any long-term incentive plan.
17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than compensation arrangements, the following is a
description of transactions to which we were a participant or will
be a participant to, in which:
•
the amounts involved exceeded or will exceed the lesser of 1% of
our total assets or $120,000; and
•
any of our directors, executive officers or holders of more than 5%
of our capital stock, or any member of the immediate family of the
foregoing persons, had or will have a direct or indirect material
interest.
Loans from
a Related Party
On July 13, 2015, Wuhan Renhe Group Co., Ltd (“Wuhan
Renhe”), where Xiangyao Liu, our CEO and President, was a
majority shareholder, transferred all of its interests in Wuhan
Newport to Ricofeliz. As a former shareholder of Wuhan Newport,
Wuhan Renhe provided numerous loans to Wuhan Newport prior to the
transfer. On June 30, 2015, Wuhan Renhe forgave a total amount of
$285,413,074 with the Company. The Company has credited the amount
of $285,413,074 to additional paid-in capital in equity. As of
December 31, 2016 and December 31, 2015, the amounts due to Wuhan
Renhe Real Estate Co., Ltd, an entity controlled by Geng Wang, who
is an affiliate of Wuhan Renhe, were $0 and $667,776,
respectively.
As of December 31, 2016, and December 31, 2015, the amounts due to
Weibin Zhao, an officer of Wuhan Newport and a related party, were
$118,130 and $126,516, respectively. The amount is unsecured,
interest free and does not have a fixed repayment date.
As of December 31, 2016 and December 31, 2015, the amounts due to
Mr. Liu Xiangyao, our President and CEO, were $31,751,959 and
$2,428,731, respectively. The amount is unsecured, interest free
and does not have a fixed repayment date.
18
PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors has appointed Centurion ZD CPA Ltd.
(“Centurion”), as our independent registered public
accounting firm to examine the consolidated financial statements of
the Company for fiscal year ending December 31, 2017. The Board of
Directors seeks an indication from shareholders of their approval
or disapproval of the appointment.
Centurion will audit our consolidated financial statements for the
fiscal year ended December 31, 2017. We anticipate that a
representative of Centurion will be present by telephone at our
2017 annual meeting, will have the opportunity to make a statement
if they desire to do so at the meeting, and will be available to
respond to appropriate questions at the meeting.
Our consolidated financial statements for the fiscal years ended
December 31, 2016 were audited by Centurion.
In the event shareholders fail to ratify the appointment of
Centurion, the Board of Directors will reconsider this appointment.
Even if the appointment is ratified, the Board of Directors, in its
discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if
the Board of Directors determines that such a change would be in
the interests of the Company and its shareholders.
The following table sets forth the aggregate fees billed for each
of the last two fiscal years for professional services rendered by
the principal accountant for the audit of the Company’s
annual financial statements and review of financial statements
included in the Company’s quarterly reports or services that
are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal
years.
Audit and Non-Audit
Fees
Aggregate fees and expenses for professional services rendered for
us by Centurion. for the fiscal years ended December 31, 2016 and
2015 are set forth below. The aggregate fees and expenses included
in the Audit category are fees and expenses billed for the fiscal
years for the integrated audit of our annual financial statements
and review of our interim financial statements and statutory and
regulatory filings. The aggregate fees and expenses included in
each of the other categories are fees and expenses billed in the
fiscal years.
|
|
|
|
|
|
|
Audit fees
|
|
$
|
120,000
|
|
$
|
120,000
|
|
Audit-related fees
|
|
|
—
|
|
|
—
|
|
Tax fees
|
|
|
—
|
|
|
—
|
|
Other fees
|
|
|
—
|
|
|
—
|
|
Total Fees
|
|
$
|
120,000
|
|
$
|
120,000
|
Audit Fees
For the Company’s fiscal years ended December 31, 2016 and
December 31, 2015, we were billed approximately $120,000, for each
year, for professional services rendered for the audit and reviews
of our financial statements.
Audit Related
Fees
The Company did not incur any audit related fees, other than the
fees discussed in Audit Fees, above, for services related to our
audit for the fiscal years ended December 31, 2016 and December 31,
2015.
Tax Fees
For the Company’s fiscal years ended December 31, 2016 and
December 31, 2015, we did no incur any fees for professional
services rendered for tax compliance, tax advice, and tax
planning.
19
All Other
Fees
The Company did not incur any other fees related to services
rendered by our principal accountant for the fiscal years ended
December 31, 2016 and December 31, 2015.
Pre-Approval of
Services
The Audit Committee pre-approves all audit and permissible
non-audit services provided by the independent accountants. These
services may include audit services, audit-related services, tax
services and other services. The Audit Committee has adopted a
written policy for the pre-approval of services provided by the
independent accountants, under which policy the Audit Committee
generally pre-approves services for up to one year and any
pre-approval is detailed as to the particular service or category
of services and is subject to a specific budget. In addition, the
Audit Committee may also pre-approve particular services on a
case-by-case basis. For each proposed service, the independent
accountant is required to provide detailed back-up documentation at
the time of approval. The Audit Committee may delegate pre-approval
authority to one or more of its members. Such a member must report
any decisions to the Audit Committee at the next scheduled
meeting.
Audit Committee
Report
The Audit Committee, on behalf of our Board of Directors, 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
(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
our Board of Directors that our audited financial statements be
included in our Annual Report on Form 10-K for the year ended
December 31, 2016.
20
Each of the members of the Audit Committee is independent as
defined under the standards of the Commission and Nasdaq, and meets
all other requirements of Nasdaq and of such rules of the
Commission.
|
|
|
Respectfully submitted by the Audit
Committee,
|
|
|
|
Harvey Leibowitz, Chair
|
|
|
|
Daniel Heffernan
|
|
|
|
Zhihong Su
|
|
|
|
Romano Tio
|
|
|
|
Tongmin Wng
|
THE BOARD, UPON THE RECOMMENDATION OF THE AUDIT COMMITTEE,
RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE
APPROVAL AND RATIFICATION OF Centurion ZD CPA Ltd. AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
ENDING DECEMBER 31, 2017
.
21
PROPOSAL NO. 3 — Advisory Vote on Executive
compensation
The Company is providing stockholders an advisory vote on executive
compensation as required by Section 14A of the Exchange Act and
related SEC rules. Section 14A was added to the Exchange Act by
Section 951 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act.
The advisory vote on executive compensation is a non-binding vote
on the compensation of the Company’s named executive
officers, as disclosed pursuant to the compensation disclosure
rules of the SEC, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion set forth in
this proxy statement.
This advisory vote on executive compensation is not binding on the
Company’s Board of Directors. However, the Board of Directors
will take into account the result of the vote when determining
future executive compensation arrangements.
The Board recommends a
vote FOR adoption of the executive compensations of the
Company’s named executive officers, as disclosed pursuant to
the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis, compensation tables and
narrative disclosure set forth in the proxy statement.
22
PROPOSAL NO. 4 — Advisory Vote on Frequency of ADVISORY
VOTES
ON Executive compensation
The Company is providing stockholders an advisory vote on the
frequency of advisory votes on executive compensation. The advisory
vote on the frequency of advisory notes on executive compensation
is a non-binding vote on having advisory votes every three (3)
years on the compensation of the Company’s Named Executive
Officers.
This advisory vote on frequency of advisory notes on executive
compensation is not binding on the Company’s Board of
Directors. However, the Board of Directors will take into account
the result of the vote when determining the frequency of having
advisory votes on compensation arrangements.
The Board recommends a
vote FOR adoption of the frequency of advisory votes on executive
compensation.
23
AVAILABILITY OF ANNUAL
REPORT ON FORM 10-K AND HOUSEHOLDING
A copy of the Company’s Annual Report on Form 10-K as filed
with the SEC is available upon written request and without charge
to shareholders by writing to the Company at 41 John St., Suite 2A,
New York, NY 10038 or by calling telephone number (646)
861-3315.
In certain cases, only one Annual Report and Proxy Statement may be
delivered to multiple shareholders sharing an address unless the
Company has received contrary instructions from one or more of the
shareholders at that address. The Company will undertake to deliver
promptly upon written or oral request a separate copy of the Annual
Report or Proxy Statement, as applicable, to a shareholder at a
shared address to which a single copy of such documents was
delivered. Such request should also be directed to Executive
Chairman, Yangtze River Development Limited, at the address or
telephone number indicated in the previous paragraph. In addition,
shareholders sharing an address can request delivery of a single
copy of Annual Reports or Proxy Statements if they are receiving
multiple copies of Annual Reports or Proxy Statements by directing
such request to the same mailing address.
OTHER
BUSINESS
We have not received notice of and do not expect any matters to be
presented for vote at the Annual Meeting, other than the proposals
described in this Proxy Statement. If you grant a proxy, the person
named as proxy holder, Xiangyao Liu, or their nominees or
substitutes, will have the discretion to vote your shares on any
additional matters properly presented for a vote at the Annual
Meeting. If for any unforeseen reason, any of our nominees are not
available as a candidate for director, the proxy holder will vote
your proxy for such other candidate or candidates nominated by our
Board.
ADDITIONAL
INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, and in accordance
therewith, we file periodic reports, documents and other
information with the SEC relating to our business, financial
statements and other matters. Such reports and other information
may be inspected and are available for copying at the offices of
the SEC, 100 F Street, N.E., Washington, D.C. 20549 or may be
accessed at
www.sec.gov
.
Information regarding the operation of the public reference rooms
may be obtained by calling the SEC at 1-800-SEC-0330. You are
encouraged to review our Annual Report on Form 10-K, together with
any subsequent information we filed or will file with the SEC and
other publicly available information.
*************
It is important that the proxies be returned promptly and that your
shares be represented. Stockholders are urged to mark, date,
execute, and promptly return the accompanying proxy card.
|
October 30, 2017
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
|
|
/s/ Xiangyao Liu
|
|
|
|
Xiangyao Liu,
|
|
|
|
Chairman of the Board of Directors
|
24
