THIS
PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS,
FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS. THE PROXY STATEMENT AND THE RELATED PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT
OCTOBER [ ], 2019. YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:
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COMPLETE
AND RETURN A WRITTEN PROXY CARD; OR
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ATTEND THE COMPANY’S 2019 ANNUAL MEETING
OF STOCKHOLDERS AND VOTE
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ALL
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED
TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT
PURPOSE. ANY STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY CARD.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON NOVEMBER [ ], 2019 — THE
PROXY STATEMENT AND THE 2018 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT HTTP: WWW.BIMIHC.COM
NF
ENERGY SAVING CORPORATION
PROXY
STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER [ ], 2019
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
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Q:
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Why
am I receiving these materials?
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A:
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We
are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors (the “Board”)
for our 2019 Annual Meeting of Stockholders, which will take place on November [ ], 2019. As a stockholder
of record, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business described
in this proxy statement. This proxy statement and accompanying proxy card (or voting instruction card) are being sent on or
about October [ ], 2019 to all stockholders entitled to vote at the Annual Meeting.
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Q:
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When
and where will the Annual Meeting be held?
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A:
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The
Annual Meeting will be held on November [ ], 2019 at 9:00 a.m.local time, at Hilton Dalian at Dalian
City Center, 5th Floor Conference Room, No.1 Gangpu Road, Zhongshan District, Dalian, Liaoning Province, P. R. China.
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Q:
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How
do I attend the Annual Meeting?
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A:
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Only
stockholders of record on the record date of October [ ], 2019 (the “Record Date”) are
entitled to notice of, and to attend or vote at, the Annual Meeting. If you plan to attend the meeting in person, please bring
the following:
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Photo
identification.
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Acceptable
proof of ownership if your shares are held in “street name.”
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Street
name means your shares are held of record by brokers, banks, or other institutions. See below for additional information.
Acceptable
proof of ownership is either (a) a letter from your broker confirming that you beneficially owned shares of our common stock
on the Record Date or (b) an account statement showing that you beneficially owned shares of our common stock on the Record Date.
If your shares are held in street name, you may attend the meeting with proof of ownership, but you may not vote your shares in
person at the Annual Meeting unless you have obtained a “legal proxy” or other evidence from your broker giving you
the right to vote your shares at the Annual Meeting.
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Q:
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What
information is contained in this proxy statement?
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A:
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This
proxy statement contains information regarding our corporate governance practices, the Board of Directors, our named executive
officers, the compensation of our directors and named executive officers, the proposals to be voted on at the Annual Meeting
and certain other required information.
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Q:
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How
may I obtain the Company’s Annual Report on Form 10-K for the year ended December 31, 2018?
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A:
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We
have enclosed with this proxy statement a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,
as amended. Our Annual Report on Form 10-K can also be accessed through our website. We filed our Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 with the Securities and Exchange Commission (“SEC”) on August 30,
2019, and we subsequently filed an amendment to such report on Form 10-K/A on September 6, 2019. We sometimes collectively
refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, as our 2018 Annual Report.
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Q:
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What
items of business will be voted on at the Annual Meeting?
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A:
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The
items of business scheduled to be voted on at the Annual Meeting are:
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1.
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To
elect the five nominees named in this proxy statement to serve as directors of the Company until the next annual meeting of
stockholders and until their respective successors have been duly elected and qualified;
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2.
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To
approve an amendment to the Company’s Certificate of Incorporation to change the name of the Company to BOQI International
Medical Inc.;
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3.
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To
approve, on an advisory basis, the compensation of the Company’s executive officers named in this proxy statement;
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4.
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To
indicate, on an advisory basis, whether future votes to approve executive compensation should occur every one, two, or three
years;
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5.
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To
ratify the appointment of HHC, LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2019; and
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6.
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To
transact such other business as may properly be brought before the Annual Meeting and any adjournment or postponement thereof.
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Q:
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How
many votes must the nominees for director have to be elected?
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A:
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In
order for a director to be elected at a meeting at which a quorum is present, the director must receive the affirmative vote
of a plurality of the shares voted. There is no cumulative voting for our directors or otherwise.
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Q:
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What
are the voting requirements to approve the other proposals?
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A:
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The
affirmative vote of a majority of the shares cast in person or represented by proxy at the Annual Meeting and entitled to
vote on the matter is required to approve each of the voting proposals in this proxy statement, other than Proposals One,
Two and Four. With respect to Proposal One, the seven director nominees receiving the highest number of affirmative votes
will be elected. With respect to Proposal Two, the affirmative vote of a majority of shares outstanding is required to approve
the proposal. With respect to Proposal Five, the choice of frequency that receives the greatest number of votes is considered
the preference of our stockholders.
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Q:
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How
does the Board recommend that I vote?
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A:
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The
Board recommends that you vote your shares “FOR” all seven of the director nominees; “FOR” the approval
of the amendment to the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company
to BOQI International Medical Inc; “FOR” the approval, on an advisory basis, of the compensation of the executive
officers named in this proxy statement; “FOR”, on an advisory basis, the “ONE YEAR” frequency of advisory
votes to approve executive compensation; and “FOR” the ratification of the appointment of HHC, LLP as our independent
registered public accounting firm.
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If
you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be
voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be
voted in accordance with the Board’s recommendations.
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Q:
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What
shares may I vote?
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A:
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Each
share of our common stock $0.001 par value issued and outstanding as of the close of business on the Record Date is entitled
to one vote on each of the matters to be voted upon at the Annual Meeting.
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You
may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholder of
record and (b) shares held for you as the beneficial owner through a broker, trustee or other nominee. We had 8,073,289 shares
of common stock issued and outstanding on the Record Date.
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Q:
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What
is the difference between being a stockholder of record and being the beneficial owner of shares held in street name?
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A:
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A
stockholder of record owns shares which are registered in his or her own name. A beneficial owner owns shares which are held
in street name through a third party, such as a broker. As summarized below, there are some distinctions between a stockholder
of record and beneficial owner.
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Stockholder
of Record
You
are the stockholder of record of any of your shares registered directly in your name with our transfer agent, Corporate Stock
Transfer, Inc. With respect to such shares, these proxy materials are being sent to you by the Company. As the stockholder of
record, you have the right to grant your voting proxy directly to our designee, Mr. Bi, the Company’s Chairman of the Board,
or to any other person you wish to designate, or to vote in person at the Annual Meeting. We have enclosed a proxy card for you
to grant your voting proxy to Mr. Bi.
Shares
Beneficially Held in Street Name
You
are the beneficial owner of any of your shares held in street name. With respect to such shares registered through a broker, these
proxy materials, together with a voting instruction card, are being forwarded to you by your broker. As the beneficial owner,
you have the right to direct your broker how to vote. You may use the voting instruction card provided by your broker for this
purpose. Even if you have directed your broker how to vote, you may also attend the Annual Meeting. However, you may not vote
your shares in person at the Annual Meeting unless you obtain a “legal proxy” or other evidence from your broker giving
you the right to vote the shares at the Annual Meeting.
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Q:
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Who
is entitled to attend the Annual Meeting and what are the admission procedures?
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A:
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You
are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or
if you hold a valid proxy for the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting will be available
for inspection at the Annual Meeting. If you are a beneficial holder, you will need to provide proof of beneficial ownership
as of the Record Date, such as a brokerage account statement showing that you owned shares of the Company’s common stock
as of the Record Date or the voting instruction card provided by your broker. The Annual Meeting will begin promptly at 9:00
a.m., local time. You should be prepared to present photo identification for admittance. Check-in will begin one-half hour
prior to the meeting. Please allow ample time for the admission procedures.
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Q:
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May
I vote my shares in person at the Annual Meeting?
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A:
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If
you were a stockholder of record on the Record Date, you may vote your shares in person at the Annual Meeting or through a
proxy. If you decide to vote your shares in person, you do not need to present your share certificate(s) at the Annual Meeting;
your name will be on the list of stockholders eligible to vote. If you hold your shares beneficially in street name, you may
vote your shares in person at the Annual Meeting only if you obtain a legal proxy or other evidence from your broker giving
you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your
proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual
Meeting.
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Q:
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How
can I vote my shares without attending the Annual Meeting?
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A:
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Whether
you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted
without attending the Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold
shares beneficially in street name, you may vote by submitting voting instructions to your broker. For directions on how to
vote, please refer to the instructions on your proxy card or, for shares held beneficially in street name, the voting instruction
card provided by your broker.
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Stockholders
of record may submit proxies by completing, signing, dating, and mailing their proxy cards to the address provided on the proxy
card. Stockholders who hold shares beneficially in street name may vote by completing, signing, and dating the voting instruction
cards provided and mailing them to the address provided on the voting instruction card. The proxy card and voting instruction
card also include directions as to how you may submit your vote through the Internet. The voting instruction card may also include
directions for alternative methods of submitting your vote. We encourage you to vote early. If you choose to vote by mail, please
allow sufficient time for your proxy or voting instruction card to reach our vote tabulator prior to the Annual Meeting.
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Q:
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Who
will count the votes?
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A:
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Votes
at the Annual Meeting will be counted by an inspector of election, who will be appointed by the Board.
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Q:
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What
is the effect of not voting?
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A:
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If
you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of
business at the Annual Meeting. If you are a stockholder of record and you properly sign and return your proxy card, your
shares will be voted as you direct. If no instructions are indicated on such proxy card and you are a stockholder of record,
shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this proxy
statement, namely “FOR” all seven of the director nominees; “FOR” the approval of the amendment to
the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to BOQI International
Medical Inc; “FOR” the approval, on an advisory basis, of the compensation of the executive officers named in
this proxy statement; “FOR”, on an advisory basis, the “ONE YEAR” frequency of advisory
votes to approve executive compensation; and “FOR” the ratification of the appointment of HHC, LLP as our independent
registered public accounting firm.
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Generally,
broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect
to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary
voting power to vote those shares.
A
broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of HHC,
LLP as our independent registered public accounting firm in Proposal Five is a routine matter; and, accordingly, a broker is entitled
to vote shares held for a beneficial owner on this proposal without instructions from such beneficial owner. On the other hand,
absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine
matters. We believe that the election of directors in Proposal One, the approval of the amendment to the certificate of incorporation
of Proposal Two, the advisory vote on executive compensation in Proposal Three, and the advisory vote on the frequency of advisory
votes on executive compensation in Proposal Four are non-routine matters; and, accordingly, brokers do not have authority to vote
on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine
is determined by the SEC and NASDAQ. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a
certain manner, they should give instructions to their brokers as to how to vote their shares.
Broker
non-votes count for purposes of determining whether a quorum is present.
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Q:
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How
many votes are required for the approval of the proposals to be voted upon, and how will abstentions and broker non-votes
be treated?
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Proposal
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Votes
Required
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Effect
of Votes Withheld / Abstentions
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Effect
of
Broker
Non-Votes
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Proposal
One: Election of Directors
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Plurality
of the votes cast. This means that the seven nominees receiving the highest number of affirmative “FOR” votes
will be elected as directors.
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Votes
withheld will have no effect.
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Broker
non-votes will have no effect.
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Proposal
Two: Approval of Amendment to Certificate of Incorporation
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Affirmative
vote of the holders of a majority of the shares of common stock outstanding.
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Abstentions
will have the effect of a vote against the proposal.
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We
do not expect any broker non-votes on this proposal.
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Proposal
Three: Advisory Vote on Executive Compensation
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Affirmative
vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled
to vote thereon.
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Abstentions
will have the effect of a vote against the proposal.
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Broker
non-votes will have no effect.
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Proposal
Four: Advisory Vote on Frequency of Advisory Votes on Executive Compensation
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Plurality
of votes cast. The choice of frequency that receives the greatest number of votes is considered the preference of our
stockholders.
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Abstentions
will have no effect.
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Broker
non-votes will have no effect.
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Proposal
Five: Ratification of Appointment of Independent Registered Public Accounting Firm
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Affirmative
vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled
to vote thereon.
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Abstentions
will have the effect of a vote against the proposal.
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We
do not expect any broker non-votes on this proposal.
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Q:
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Can
I revoke my proxy or change my vote after I have voted?
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A:
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You
may revoke your proxy and change your vote by voting again or by attending the Annual Meeting and voting in person. Only your
latest dated proxy card received at or prior to the Annual Meeting will be counted. However, your attendance at the Annual
Meeting will not have the effect of revoking your proxy unless you forward written notice to the Corporate Secretary at NF
Energy Saving Corporation’s offices, or you vote by ballot at the Annual Meeting. If you are a beneficial owner, you
will need to request a legal proxy from your broker and bring it with you to vote at the Annual Meeting.
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Q:
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How
many votes are required to hold the Annual Meeting?
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A:
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The
presence, in person or by proxy, of the holders of one-third of the shares of our common stock outstanding and entitled to
vote on the Record Date is necessary to hold the Annual Meeting and conduct business. This is called a quorum. Abstentions
and broker non-votes will be considered as present at the Annual Meeting for purposes of establishing a quorum.
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Q:
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Who
will bear the cost of soliciting votes for the Annual Meeting?
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A:
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The
Company is making this solicitation and will pay the entire cost of preparing, printing, assembling, mailing, and distributing
these proxy materials. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, electronic
mail, and facsimile by directors, officers, and regular employees of the Company. None of the Company’s directors, officers
or employees will receive any additional compensation for soliciting proxies on behalf of the Board. The Company may also
make arrangements with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of soliciting material
to the beneficial owners of common stock held of record by those owners. The Company will reimburse those brokers, custodians,
nominees, and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with that service.
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Q:
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Where
can I find the voting results of the Annual Meeting?
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A:
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We
intend to announce preliminary voting results at the Annual Meeting and will disclose final voting results in a Current Report
on Form 8-K that will be filed with the SEC not more than four business days following the Annual Meeting.
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PROPOSAL
ONE
ELECTION OF DIRECTORS
There
are seven nominees for election to the Company’s Board of Directors. The names of the persons who are nominees for director
and their positions and offices with the Company are set forth in the table below. Each director to be elected will hold office
until the 2019 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or until such director’s
earlier death, resignation or removal.
Directors
are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting.
Shares represented by executed proxies will be voted, if authorization to do so is not withheld, for the election of the seven
nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence,
your shares will be voted for the election of a substitute nominee as the Board of Directors may propose. Each of the nominees
listed below has been nominated for and has agreed to stand for election and management has no reason to believe that any nominee
will be unable to serve.
The
following table provides information regarding each nominee to our Board of Directors:
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Name
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Age
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Position
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Yongquan Bi
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42
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Chairman
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Tiewei Song
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47
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Director, Chief Executive Officer and President
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Mia Kuang, Ching
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53
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Independent Director, Chair of Audit Committee
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Gang Li
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66
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Independent Director
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Ju Li
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40
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Independent Director
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Fengsheng Tan
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54
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Independent Director, Chair of Nomination Committee
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Changquing Yan
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46
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Independent Director, Chair of Compensation Committee
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Yongquan
Bi has been a director in the Company since his election in May 2018 and has been the Company’s Chairman since
February 2019. He was the Company’s CEO from February 2019 to September 2019. He was the founder, and has served as the
Chairman of the Board of the Boqi Group since 2009. He also serves as the Chairman of the Board of BIQI International Holdings
Corp (OTCMKTS: BIQIF) and the Chairman of the Board of Recon Technology, Ltd. (NASDAQ: RCON). In 2015, Mr. Bi participated
in the senior class of investment and financing of Chinese enterprises in Tsinghua University. Mr. Bi has more than 15 years
of industry experience in the financial sector.
Tiewei
Song was elected to the Board of Directors on May 18, 2018. He was appointed as the Company’s CEO in October
2019. Mr. Song is currently serving as both the president and director of Shenyang Langzi Investment Management Co., Ltd.,
positions which he has held since December 2012. From July 2008 to July 2013, Mr. Song was the chief representative of German
Varengold Bank in China. From October 1999 to May 2008, Mr. Song was the executive director and president of Liaoning Jiachang
Group. Mr. Song is a senior corporate executive with extensive experience in capital operation and business management. He
is committed to studying capital operation architecture and successfully carried on the strategic planning for many companies.
He also serves as a director of BIQI International Holdings Corp (OTCMKTS: BIQIF). Mr. Song graduated from Peking University
with bachelor’s and masters degrees in mathematics.
Tingting
Zhang was appointed as the Company’s CFO in March 2019. She has been in the financial management business for 14
years, with 11 years of experience as a finance manager and six years as a financial controller. From August 2016 to the present,
Ms. Zhang has served as the Financial Officer of Boqi Xinhai Group. From February 2013 to July 2016, Ms. Zhang was the Deputy
Director of Finance, Dalian Changjin Materials Co., Ltd. From July 2008 to December 2012, Ms. Zhang was the financial manager
of Dalian Xinjuhui Automobile Sales Co., Ltd. Ms. Zhang holds a B.A. degree from Dalian University.
Ju
Li has served on the Company’s Board of Directors since January 2019. He has extensive financial investment and
enterprise management experience. From January 2017 to present, Mr. Li worked at Oxxas GmbH as the General Manager, responsible
for the company’s daily operation, including creating the company’s business plans and promoting the company’s
business. From April 2015 to February 2017, Mr. Li was the general manager of Asia Pacific at Sensus Asset Management Co.,
Ltd. From March 2009 to February 2015, Mr. Li was the general manager of Asia Pacific at Varengold Bank Mr. Li holds
a B.A. degree from the Bremen University of Applied Sciences, Germany.
Gang
Li has served on the Company’s Board of Directors since November 2006. Mr. Li was the CEO and President of the
Company from November 2006 to February 2019. Mr. Li was the director of Technology Innovation Department under the Liaoning
Province Planning and Economy Commission from April 1984 to July 1998 as well as the Director of the Economic Operation Department
under Liaoning Province Economic and Trade Commission from August 1998 to February 2006. Mr. Li. graduated from Tianjin University
with a bachelor’s degree in science and a masters degree in law.
Mia
Kuang Ching has served as an independent Director of the Company since August 2009. He is Chairman of the Audit Committee.
From October 2013 to present, he has served as the Managing Director of Le Yu Corporate Advisory Pte Ltd. From January 2012 to
October 2013, he worked as a M&A consultant. May 2001 until December 2, 2011 he was the managing partner of SBA Stone
Forest Corporate Advisory (Shanghai) Co., Ltd. From 1997 to 2000, he was the Chief Accountant of Dalian Container Terminal, a
joint venture formed by PSA Corporation of Singapore and the Port of Dalian Authority. From 1994 to 1997, he was the Group Financial
Controller of Fullmark Pte. Ltd., and responsible for operating in China, Hong Kong, Malaysia and Vietnam. He was in-charge of
strategic investment, group financing and mergers and acquisitions. From 1992 to 1994 he was Regional Accountant (South Europe)
of Singapore Airlines.
Fengsheng
Tan was elected to the Board of Directors on May 18, 2018. From January 1997 to January 2005 and from February 2005
to present, he was a lawyer with Liaoing Asia-Pacific Law Firm and Liaoing New Century law firm, respectively. Mr. Tan
graduated from the law faculty of Liaoning University and has more than 20 years’ experience as a lawyer.
Changqing
Yan was elected to the Board of Directors on May 18, 2018. Mr. Yan focuses on equity investments, mergers,
acquisitions and reorganization and stock market listings. Since June 2017, Mr. Yan has been the deputy director of Shanghai
Hualing Capital. Between June 2016 and February 2017, Mr. Yan was the deputy director and the secretary of the board of Ningpo
Shenglada Electric Appliance Co., Ltd. From July 2013 to May 2016, Mr. Yan served as the capital operational consultant for Beijing
Liujianfang Technology Company. From January 2011 to June 2013, Mr. Yan was the deputy director of Shanghai Jinyongxin Investment
Company. He holds a Chinese lawyer qualification certification and secretary qualification certification for a board of directors
of a listed company in China.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE
NOMINEES IN PROPOSAL ONE
CORPORATE GOVERNANCE
Board Leadership Structure
The Board considers and establishes the
appropriate leadership structure for the Company. The Board has concluded that the Company and its stockholders are best served
by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board.
The Board believes that it is important to retain the flexibility to make this determination based on the circumstances at the
time of the determination, recognizing that no single leadership structure will best serve the Company in all cases. This allows
the Board to use its broad experience and knowledge to elect the most qualified director as Chairman of the Board, while maintaining
its ability to either separate or combine the roles of Chairman and Chief Executive Officer.
Independence of the Board of Directors
As required under the listing standards
of the Nasdaq Stock Market, a majority of the members of a listed company’s Board of Directors must qualify as “independent,”
as affirmatively determined by the Board of Directors. The Company’s Board of Directors consults with the Company’s
counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations
regarding the definition of “independent,” including those set forth in pertinent listing standards of the Nasdaq Stock
Market, as are in effect from time to time.
We undertook a review of the independence
of our directors and, using the definitions and independence standards for directors provided in the rules of The NASDAQ Stock
Market, considered whether any director has a material relationship with us that could interfere with his or her ability to exercise
independent judgment in carrying out their responsibilities. As a result of this review, we determined that Mia Kuang Ching, Ju
Li, Fengsheng Tan and Changqing Yan were “independent directors” as defined under the rules of The NASDAQ Stock Market.
Committees of the Board of Directors
The Board has established three standing
committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Each committee’s members all qualify
as “independent” under the rules and regulations of the SEC and the Nasdaq Stock Market.
Audit Committee
The current members of our audit committee
are Mia Kuang Ching (Chair), Changquing Yan and Fengsheng Tan, each of whom we believe satisfies the independence requirements
of the Securities and Exchange Commission. We believe Mr. Ching is qualified as an audit committee financial expert under
the regulations of the SEC by reason of his work experience. Our audit committee assists our Board of Directors in its oversight
of:
|
|
●
|
The integrity of our financial statements;
|
|
|
●
|
Our independent registered public accounting firm’s
qualifications and independence; and
|
|
|
●
|
The performance of our independent auditors.
|
The Audit Committee’s
charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website
at: www.bimihc.com.
Compensation Committee
The current members of our compensation
committee are Changquing Yan (Chair), Fengsheng Tan and Ju Li. The Compensation Committee reviews and, as it deems appropriate,
recommends to the Board policies, practices and procedures relating to the compensation of the Company’s executive officers
and other managerial employees, including the determination, in its discretion, of the amount of annual bonuses, if any, for our
executive officers and other professionals. The Compensation Committee advises and consults with our senior executives as may be
requested regarding managerial personnel policies.
The Compensation Committee’s charter is available in the
Company Governance Documents section of the Investor Relations section of the Company’s website at: www.bimihc.com.
Nominating Committee
The current members of our nominating committee are Fengsheng
Tan (Chair), Mia Kuang Ching and Ju Li.
The Nominating Committee identifies and recommends nominees
to the Board and oversees compliance with our corporate governance guidelines.
The Nominating Committee is responsible for assembling for stockholder
consideration a group of nominees that, taken together, have the experience, qualifications, attributes, and skills appropriate
for functioning effectively as a Board. The Nominating Committee reviews the composition of the Board in light of the Company’s
changing requirements, its assessment of the Board’s performance, and the inputs of stockholders and other key constituencies.
While the Nominating Committee has not adopted specific minimum
criteria for director nominees, the Committee looks for certain characteristics common to all board members, including integrity,
strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment
to devote sufficient time and energy to Board service.
In addition, the Nominating Committee seeks to include on the
Board a complementary mix of individuals with diverse backgrounds and skills that can help the Board to meet the broad set of challenges
that it confronts. These individual qualities can include matters like experience in the Company’s industry, technical experience
(for example, financial or technological expertise), experience gained in situations comparable to the Company’s, leadership
experience, and relevant geographical experience. The Committee does not assign specific weights to particular criteria and no
particular criterion is necessarily applicable to all prospective nominees.
The following is a brief description of the specific experience
and qualifications, attributes or skills of each director that led to the conclusion that such person should serve as a director
of NF Energy:
|
|
●
|
Mr.
Yongquan Bi serves as our Chairman of the Board. The Board believes that Mr. Bi’s diverse work experience, his education,
and his demonstrated leadership ability qualify him to serve as our Chairman.
|
|
|
●
|
Mr.
Tiewei Song’s qualifications to serve on our Board of Directors include his experience in capital raising and business management.
|
|
|
●
|
Mr.
Gang Li’s qualifications to serve on our Board of Directors include his experience in interacting with government officials
at local and provincial levels, and his extensive social resources and ability to obtain capital financing.
|
|
|
●
|
Mr.
Ju Li’s qualifications to serve on our Board of Directors include his financial investment and enterprise management experience.
|
|
|
●
|
Mr.
Mia Kuang Ching’s qualifications to serve on our Board of Directors include his years of business experience and his familiarity
with financial accounting matters.
|
|
|
●
|
Mr.
Fengsheng Tan’s qualifications to serve on our Board of Directors include his legal and corporate governance background.
|
|
|
●
|
Mr.
Changqing Yan’s qualifications to serve on our Board of Directors include his experience in financing, shareholder reform,
and IPO and listing guidance.
|
The Nominating Committee will consider all bona fide candidates
for election to the Board of Directors and will consider any stockholder nominations pursuant to the same criteria, provided those
nominated are submitted in accordance with applicable law and within the time periods set forth herein for receipt of stockholder
proposals for the 2019 Annual Meeting of Stockholders. To date, the Company has not received any recommendations from stockholders
for candidates for inclusion in the committee’s slate of nominees.
The Nominating Committee’s charter is available in the
Company Governance Documents section of the Investor Relations section of the Company’s website at: www.bimihc.com.
Meetings of the Board of Directors
The Board of Directors met five times during
2018 and acted one time by unanimous written consent. All directors attended at least 75% of the meetings of the Board of Directors
held during the period for which they were a director.
We expect that all of our directors will
attend the 2019 Annual Meeting of Stockholders. We do not maintain a formal policy regarding director attendance at our annual
meeting of stockholders.
The Board’s Role in Risk Oversight
The Board of Directors has an active role, as a whole and also
at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding
the Company’s credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is
responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements.
The Audit Committee oversees management of financial risks. The Nominating Committee manages risks associated with the independence
of the Board of Directors and potential conflicts of interest of director nominees. While each committee is responsible for evaluating
certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee
reports about such risks.
Stockholder Communications with the
Board of Directors
The Company’s corporate governance
policies set forth a process by which stockholders and other interested third parties can send communications to the non-management
members of the Board of Directors. When stockholders or other interested third parties have concerns, they may make them known
to the non-management directors by communication to: independent.director@nfenergy.com. All such correspondence is provided to
the independent directors at, or prior to, the next regular Board meeting.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business
Conduct and Ethics that applies to all officers, directors, employees, consultants and advisors. The Code of Business Conduct and
Ethics is available in the Company Governance Documents section of the Investor Relations section of the Company’s website
at www.bimihc.com. If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants
any waiver from a provision of the Code to any executive officer or director, the Company will promptly disclose the nature of
the amendment or waiver on its website.
Compensation
of Directors
As of December 31, 2018, we had five
non-employee directors, of whom only Mr. Mia Kuang Ching has received compensation, as set forth in the table below.
Our other non-employee directors received no compensation for their services as directors. Directors who are also employees
of the Company and/or its subsidiaries received no additional compensation for their services as directors:
|
Name
|
|
Compensation
|
|
|
Other Fees
|
|
|
Total
|
|
|
Mia Kuang Ching
|
|
$
|
24,000
|
|
|
|
—
|
|
|
$
|
24,000
|
|
Outstanding Equity Awards at December
31, 2018
We have not implemented a stock option
plan at this time and since inception, we have not issued any stock options, stock appreciation rights or other equity awards to
our executive officers. We may decide, at a later date, and reserve the right to, initiate such a plan or plans as deemed appropriate
by the Board of Directors.
Pension Benefits
We have not entered into any pension benefit
agreements with any of our executive officers or directors. We contribute to the social insurance for our employees each month,
which includes pension, medical insurance, unemployment insurance, occupational injuries insurance and housing provision funds
in accordance with PRC regulations.
Compensation Committee Interlocks and
Insider Participation
None of our executive officers serves as
a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a
member of our Board of Directors or Compensation Committee.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information
regarding beneficial ownership of our common stock as of August 29, 2019 for: (i) each stockholder known by us to be the beneficial
owner of more than 5% of the outstanding shares of our common stock; (ii) each of our directors; (iii) each of our named executive
officers; and (iv) all of our directors and executive officers as a group:
|
Name and Address of Beneficial Owner(s)
|
|
Amount and Nature of Beneficial Owner(s)(1)(2)
|
|
|
Percentage of Beneficial Ownership
|
|
|
Pelaria(3)
|
|
|
|
|
|
|
|
|
P.P.O. Box 957 Offshore
Incorporation Centre Road Town,
Tortola, BVI
|
|
|
1,540,119
|
|
|
|
19.08
|
%
|
|
Cloverbay(3)
|
|
|
|
|
|
|
|
|
P.P.O. Box 957 Offshore
Incorporation Centre Road Town,
Tortola, BVI
|
|
|
834,142
|
|
|
|
10.33
|
%
|
|
Yongquan Bi, Chairman
|
|
|
1,500,000
|
|
|
|
18.58
|
%
|
|
Gang Li, Director(4)(6)
|
|
|
1,899,409
|
|
|
|
23.52
|
%
|
|
Lihua Wang(5)(6)
|
|
|
474,852
|
|
|
|
5.88
|
%
|
|
Tingting Zhang, Chief Financial Officer
|
|
|
—
|
|
|
|
—
|
|
|
Mia Kuang Ching, Director
|
|
|
—
|
|
|
|
—
|
|
|
Tiewei Song, Director, Chief Executive Officer
|
|
|
—
|
|
|
|
—
|
|
|
Fengsheng Tan, Director
|
|
|
—
|
|
|
|
—
|
|
|
Changqing Yan, Director
|
|
|
—
|
|
|
|
—
|
|
|
Ju Li, Director
|
|
|
—
|
|
|
|
—
|
|
|
All officers, directors as a group (8 persons)
|
|
|
3,874,261
|
|
|
|
47.99
|
%
|
|
|
(1)
|
Pursuant to Rule 13-d-3 under the Securities Exchange
Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote
or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect
to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each
person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.
|
|
|
(2)
|
This table is based upon information obtained from our
stock records. Unless otherwise indicated in the footnotes to the above tables and subject to community property laws where applicable,
we believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares
indicated as beneficially owned.
|
|
|
(3)
|
Pelaria International Ltd. (“Pelaria”) and
Cloverbay International Limited (“Cloverbay”) are the record owners of the stated number of shares. Pelaria and Cloverbay
are wholly-owned subsidiaries of Liaoning Nengfa Weiye New Energy Application Co., Ltd. (“Weiye Energy”). Weiye
Energy is 80% owned by Gang Li and 20% owned by Lihua Wang. Mr. Li and Ms. Wang are two of the three directors of Weiye Energy,
and therefore, effectively share the voting and dispositive authority over the shares.
|
|
|
(4)
|
Represents the 80% beneficial ownership of the shares of
Weiye Energy, described in footnote 3 above.
|
|
|
(5)
|
Represents the 20% beneficial ownership of the shares of
Weiye Energy, described in footnote 3 above.
|
|
|
(6)
|
Unless as otherwise set forth in the table, the address
of each beneficial owner is c/o NF Energy Saving Corporation, at Suite 3708, R&F Building, No. 6, Gang Xing Road, Zhongshan
District, Dalian, Liaoning Province, P. R. China.
|
Certain
Relationships and Related Transactions
Amount Due to Related Parties
As of December 31, 2018, the Company owed $416,547
to Liaoning Bainianye New Energy Utilization Co., Ltd. (“Bainianye New Energy”) for trade payables incurred in the
first quarter of 2018. Bainianye New Energy is controlled by Ms. Li Hua Wang (the Company’s former CFO) and Mr. Gang Li (the
Company’s former CEO). The payable was unsecured, interest-free and did not have a fixed repayment term.
In addition, as of December 31, 2018, the
Company reported related party payables of $918,033 due to Ms. Li Hua Wang of $606,194, Mr. Haibo Gong (the executive director
of the Company’s subsidiary Liaoning Nengfa Tiefa Import & Export Co., Ltd.) of $162,463, and Bainianye New Energy of
$174,256. The related party payables were incurred in the normal course of business for daily operating purposes during the first
quarter of 2018. The payables are unsecured, interest-free and have no fixed repayment term.
As of December 31, 2017, the Company owed
$431,682 to Pelaris International Ltd for temporary advances incurred in 2011 and 2010 which was repaid in the first quarter
of 2018. Pelaris International Ltd, the Company’s principal stockholder, is controlled by Ms. Li Hua Wang and Mr. Gang
Li. The debt was unsecured, interest-free and did not have a fixed repayment term.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered
class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities,
on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities
and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the
copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge,
Tingting Zhang, Tiewei Song, Ju Li, Fengsheng Tan and Changqing Yan have not filed Forms 3 with the SEC in a timely manner.
REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS*
The Audit Committee oversees the Company’s
financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements
and the reporting process, including the systems of internal control over financial reporting and disclosure controls and procedures.
In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2018, as amended, with management, including a discussion of the quality,
not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures
in the financial statements.
The Audit Committee is responsible for
reviewing, approving and managing the engagement of the Company’s independent registered public accounting firm, including
the scope, extent and procedures of the annual audit and compensation to be paid therefore, and all other matters the audit committee
deems appropriate, including the Company’s independent registered public accounting firm’s accountability to the Board
of Directors and the Audit Committee. The Audit Committee reviewed with the Company’s independent registered public accounting
firm, which is responsible for expressing an opinion on the conformity of audited financial statements with generally accepted
accounting principles, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles
and such other matters as are required to be discussed with the audit committee under auditing standards generally accepted in
the United States, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit
Committees,” and discussed and reviewed the results of the Company’s independent registered public accounting firm’s
examination of the financial statements. In addition, the Audit Committee discussed with the Company’s independent registered
public accounting firm the independent registered public accounting firm’s independence from management and the Company,
including the matters in the written disclosures and the letter regarding its independence as required by the applicable requirements
of the Public Company Oversight Board regarding the independent accountant’s communications with the audit committee concerning
independence. The Audit Committee also considered whether the provision of any non-audit services was compatible with maintaining
the independent registered public accounting firm’s independence.
The Audit Committee discussed with the
Company’s independent registered public accounting firm the overall scope and plans for its audits, and received from them
written disclosures and letter regarding their independence. The Audit Committee meets with the Company’s independent registered
public accounting firm, with and without management present, to discuss the results of its examinations and the overall quality
of the Company’s financial reporting. The Audit Committee held one meeting during the fiscal year ended December 31, 2018.
In reliance on the reviews and discussions
referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited
financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for filing
with the Securities and Exchange Commission. The audit committee retained HHC, LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2019.
Audit Committee:
Mia Kuang Ching
Changquing Yan
Fengsheng Tan
PROPOSAL
TWO—APPROVAL OF amendment to CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY’s NAME
Background
We intend to shift our focus from the energy
sector to the pharmaceutical and healthcare business in 2019, so that our business will be mainly in the sale of medicines and
other health-related commodities through the development of a marketing network. Through the expansion of pharmacy stores, acquisitions
of businesses in the medical industry and franchise development, we intend to continue to build core competencies such as specialized
services. We also intend to build up a professional team to take advantage of the market and investment opportunities in China.
As part of and the first step in our expansion
and shift of focus from the energy sector to the pharmacy business, we entered into a stock purchase agreement to acquire Boqi
Zhengji Pharmacy Chain Co., Ltd. in China. This transaction is anticipated to close during the fourth quarter of 2019.
The Board believes that the Company’s
current name NF Energy Saving Corporation, does not accurately reflect the Company’s new focus, and a new company name that
expresses what we envision ourselves to be and where we plan to compete and strive in the future is advisable.
Text of the Proposed Charter Amendment
We propose to amend Section 1 of our Certificate
of Incorporation so that it would state in its entirety as follows:
FIRST. The name of this corporation shall be:
BOQI International Medical Inc.
Purpose of the Proposed Charter Amendment
The Board believes that it is advisable and
it is in the best interests of our Company and our stockholders that the Company’s name be changed to BOQI International
Medical Inc., to accurately reflect the new focus of the Company and better express what we envision ourselves to be and where
we plan to compete and strive in the future.
Timing of the Proposed Charter Amendment
If the proposed Charter Amendment is approved
by our stockholders, it will become effective immediately upon the filing of a Certificate of Amendment to our Certificate of Incorporation
with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. If the proposed
Charter Amendment is not approved by our stockholders, the name of the Company will remain unchanged.
Board Recommendation
The Board unanimously recommends that our
stockholders vote “FOR” approval of the amendment to our Certificate of Incorporation to change the Company’s
name to BOQI International Medical Inc.
PROPOSAL
THREE—advisory vote on executive compensation
Background
The Board is providing our stockholders
with an advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act (“Dodd-Frank
Act”) and Section 14A of the Securities Exchange Act of 1934, as amended. This advisory vote, commonly known as a say-on-pay
vote, is a non-binding vote on the compensation paid to our named executive officers as set forth in this proxy statement.
We did not provide any compensation
to our executive officers for the years ended December 31, 2017 or 2018. We only compensated one director as indicated above.
This advisory vote on executive compensation,
commonly referred to as a “say-on-pay” advisory vote, is not binding on our Board of Directors. However, the Board
of Directors will take into account the result of the vote when determining future executive compensation arrangements.
At our 2016 Annual Meeting of Stockholders,
our stockholders had the opportunity to vote on an advisory say-on-pay proposal. Votes cast were in favor of our say-on-pay proposal.
Proposed Resolution
The Board recommends that our stockholders
vote in favor of the say-on-pay vote as set forth in the following resolution:
RESOLVED, that our stockholders approve,
on an advisory basis, the determination not to compensate our named executive officers in 2018”.
Stockholders are not voting to approve
or disapprove the Board’s recommendation. As this is an advisory vote, the outcome of the vote is not binding on us with
respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise. The
Compensation Committee and Board expect to take into account the outcome of the vote when considering future executive compensation
decisions.
Next Say-On-Pay Vote
Pursuant to Proposal Four—Advisory
Vote on the Frequency of Future Advisory Votes on Executive Compensation, and assuming our stockholders agree with the Board’s
recommendation for an annual say-on-pay vote, the next say-on-pay vote is anticipated to occur at our 2020 Annual Meeting of Stockholders.
Board Recommendation
The Board unanimously recommends that our
stockholders vote “FOR” approval, on an advisory basis, of our executive compensation, or say-on-pay vote.
PROPOSAL
FOUR—advisory vote on the frequency of
future advisory votes on executive compensation
Background
The Board is providing our stockholders
with an advisory vote on the frequency of future advisory votes on executive compensation, or say-on-pay votes, such as that provided
for in Proposal Three—Advisory Vote on Executive Compensation. This non-binding advisory vote is required to be conducted
every six years under Section 14A of the Securities Exchange Act of 1934, as amended, pursuant to the Dodd-Frank Act. Our last
frequency of say-on-pay vote was held at our 2013 Annual Meeting of Stockholders, at which stockholders voted in favor of a triennial
say-on-pay vote. The next required advisory vote on the frequency of future stockholder advisory votes on executive compensation
will occur no later than the 2025 Annual Meeting of Stockholders.
Stockholders may indicate whether they
prefer that we hold a say-on-pay vote every one year, two years, or three years, or they may abstain from this vote.
Reasons for an Annual Say-on-Pay Vote
Recommendation
After careful consideration, the Board,
upon recommendation of the Compensation Committee, has determined that holding a say-on-pay vote on an annual basis is the best
approach for our stockholders at this time, and recommends that stockholders vote for future advisory votes on executive compensation
to occur every one year. While our executive compensation program is designed to promote a long-term connection between pay and
performance, the Board recognizes that executive compensation decisions are made annually and that an annual say-on-pay vote would:
|
|
●
|
Align with our annual review of core elements of our
executive compensation program;
|
|
|
●
|
Allow stockholders to provide timely, direct input
on our executive compensation philosophy, policies, and practices as disclosed in our proxy statement each year; and
|
|
|
●
|
Be consistent with our practice of seeking input and
engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies,
and practices. Currently, we do not pay executive compensation and because of the transition of the Company and possible changes,
we feel that holding the vote every year is the best course of action.
|
Stockholders are not voting to approve
or disapprove the Board’s recommendation. Instead, stockholders may indicate their preference regarding the frequency of
future say-on-pay votes by selecting every one year, two years, or three years. Stockholders that do not have a preference regarding
the frequency of future say-on-pay votes may abstain from voting on the proposal.
The option of every one year, two years,
or three years that receives the highest number of votes cast by our stockholders will reflect the frequency for future say-on-pay
votes that has been selected by our stockholders. As this is an advisory vote, the outcome of the vote is not binding on us, and
the Compensation Committee and the Board may decide that it is in the best interests of our stockholders to hold a say-on-pay vote
more or less frequently than the preference receiving the highest number of votes of our stockholders. However, the Compensation
Committee and the Board value the opinions expressed by our stockholders in their vote on this proposal and expect to take into
account the outcome of this vote when considering the frequency of future advisory votes on executive compensation.
Board Recommendation
The Board unanimously recommends that our
stockholders vote for a frequency of every “ONE YEAR,” on an advisory basis, for future advisory votes on executive
compensation, or say-on-pay votes.
PROPOSAL FIVE
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors
has selected HHC, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2018. Representatives of HHC, LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate
questions.
Stockholder ratification of the selection
of HHC, LLP as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws
or otherwise. However, the Board of Directors, on behalf of the Audit Committee, is submitting the selection of HHC, LLP to the
stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit
Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion
may direct the appointment of different independent registered public accounting firm at any time during the year if they determine
that such a change would be in the best interests of the Company and its stockholders.
Vote Required. The affirmative vote
of a majority of the shares of Common Stock present, whether in person or represented by proxy, and entitled to vote at the Annual
Meeting is required to ratify the selection of HHC, LLP. Unless otherwise indicated, properly executed proxies will be voted in
favor of this Proposal Five.
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL FIVE
Principal Accountant Fees
The following table represents the aggregate
fees billed for professional audit services rendered by our independent auditor, HKCMCPA Company Limited (“HKCMCPA”)
for their audit of our annual financial statements during the year ended December 31, 2017, and our independent auditor, HHC
LLP (“LLP”) for their audit of our annual financial statements during the year ended December 31, 2018.
Audit fees and other fees of auditors are
listed as follows:
|
Year Ended December 31
|
|
2018
(HHC)
|
|
|
2017 (HKCMCPA)
|
|
|
Audit Fees
|
|
$
|
139,500
|
|
|
$
|
74,500
|
|
|
Audit-Related Fees
|
|
|
—
|
|
|
|
—
|
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
Total Accounting Fees and Services
|
|
$
|
139,500
|
|
|
$
|
74,500
|
|
Audit Fees. These are fees for professional
services for the audit of the Company’s annual financial statements, and for the review of the financial statements included
in the Company’s filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory
filings or engagements. The amount of $120,000 shown for HHC in 2018 related to the audit of the Company’s annual financial
statements for the fiscal year ended December 31, 2018. The amount of $19,500shown for HKCMCPA in 2018 related to the review
of the financial statements included in the Company’s filings on Form 10-Q for the first, second and third quarters
of 2018. The amount of $74,500 shown for HKCMCPA in 2017 related to (i) the audit of the Company’s annual financial statements
for the fiscal year ended December 31, 2017, and (ii) the review of the financial statements included in the Company’s
filings on Form 10-Q for the first, second and third quarters of 2017.
Audit-Related Fees. These are fees
for the assurance and related services reasonably related to the performance of the audit or the review of the Company’s
financial statements. There were no audit-related fees billed during the years ended December 31, 2018 or 2017.
Tax Fees. These are fees for professional
services with respect to tax compliance, tax advice, and tax planning. There were no tax fees billed during the years ended December 31,
2018 or 2017.
All Other Fees. These are fees for permissible
work that does not fall within any of the other fee categories, i.e. Audit Fees, Audit-Related Fees, Tax Fees and allowable
working costs. There were no other fees billed during the years ended December 31, 2018 or 2017.
Pre-Approval Policy and Procedures
for Audit and Non-Audit Services
The audit committee has the sole and direct
responsibility for appointing, evaluating and retaining our independent registered public accounting firm and overseeing their
work. All audit services to be provided to us and all non-audit services, other than de minims non-audit services, to
be provided to us by our independent auditors must be approved in advance by our audit committee.
ADDITIONAL
INFORMATION
Stockholder Proposals and Director Nominations
Proposals by stockholders that are submitted
for inclusion in our proxy statement for our 2020 Annual Meeting of Stockholders must follow the procedures set forth in Rule 14a-8
under the Securities Exchange Act of 1934, as amended, and our Second Amended and Restated Bylaws. To be timely under Rule 14a-8,
stockholder proposals must be received by our Corporate Secretary at NF ENERGY SAVING CORPORATION’s offices. However, if
the date of the 2020 Annual Meeting is changed by more than 30 days from the first anniversary of the date of the 2019 Annual Meeting,
the deadline will instead be a reasonable time before we begin to print and mail the proxy statement for the 2020 Annual Meeting.
Stockholder proposals and nominations may
not be brought before the 2020 Annual Meeting unless, among other things, the stockholder’s submission contains certain information
concerning the proposal or the nominee, as the case may be, and other information specified in the Company’s Bylaws, and
the stockholder’s submission is received by us no earlier than the close of business on May 23, 2020 and no later than June
22, 2020. However, if the date of the 2020 Annual Meeting is changed by more than 30 days before or more than 70 days after the
first anniversary of the date of the 2019 Annual Meeting, notice by the stockholder must be delivered not earlier than the close
of business on the 120th day prior to the 2020 Annual Meeting and not later than the close of business on the later of the 90th
day prior to the 2020 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2020 Annual
Meeting is first made by the Company. Proposals or nominations not meeting these requirements will not be entertained at the 2020
Annual Meeting.
Stockholders recommending candidates for
consideration by the Board must provide the candidate’s name, biographical data, and qualifications. Any such recommendation
should be accompanied by a written statement from the individual of his or her consent to be named as a candidate and, if nominated
and elected, to serve as a director. These requirements are separate from, and in addition to, the SEC’s requirements that
a stockholder must meet in order to have a stockholder proposal included in the proxy statement.
Householding Information
The SEC has adopted rules that permit companies
and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders.
This delivery method is referred to as “householding” and can result in cost savings for us. To take advantage of this
opportunity, we may deliver a single proxy statement to multiple stockholders who share an address. We will deliver upon oral or
written request a separate copy of our proxy statement to any stockholder of a shared address to which a single copy of our proxy
statement was delivered. If you prefer to receive separate copies of our proxy statement, either now or in the future, or if you
currently are a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy statements
for your household, please call us or send your request in writing to us.
Copies of 2018 Annual Report
Our Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, as amended, is being sent along with this proxy statement. The 2018 Annual Report is also
available on our website.
Your vote is important. Please promptly
vote your shares of our common stock by completing, signing, dating, and returning your proxy card or by Internet or telephone
voting as described on your proxy card.
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By Order of the Board of Directors
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Tiewei Song
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Chief Executive Officer
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, 2019
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NF ENERGY SAVING CORPORATION
PROXY CARD
2019 ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON November [ ], 2019
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Mr. Tiewei
Song, as attorney and proxy of the undersigned, with full power of substitution, to vote all shares of common stock of NF Energy
Saving Corporation (the “Company”) which the undersigned may be entitled to vote at the 2019 Annual Meeting of Stockholders
to be held on November [ ], 2019, and at any and all postponements, continuations and adjournments thereof, with all powers that
the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 5; AND ONE (1) YEAR FOR PROPOSAL 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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1.
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The election of seven Directors:
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NOMINEES:
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☐
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FOR ALL NOMINEES
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☐ Yongquan Bi
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☐ Mia Kuang,
Ching
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☐ Gang Li
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☐ Ju Li
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☐
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WITHHOLD AUTHORITY FOR ALL NOMINEES
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☐ Tiewei Song
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☐
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FOR ALL EXCEPT (See instructions below)
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☐ Fengsheng
Tan
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☐ Changqing
Yan
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Instruction: To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each
nominee you wish to withhold, as shown here: ☒
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2.
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To approve an amendment to the company’s certificate
of incorporation, to change the Company’s name to BOQI International Medical Inc.
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☐ FOR ☐ AGAINST ☐ ABSTAIN
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3
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To approve, by non-binding vote, the Company’s executive
compensation:
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☐ FOR ☐ AGAINST ☐ ABSTAIN
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4.
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To recommend, by non-binding vote, the frequency of advisory
votes on executive compensation:
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☐ 1
YEAR ☐ 2 YEARS ☐ 3 YEARS ☐ ABSTAIN
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5.
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To ratify the appointment of HHC, LLC as the independent
registered public accounting firm of the Company for the fiscal year ending December 31, 2019:
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☐ FOR ☐ AGAINST ☐ ABSTAIN
The shares
represented by this proxy will be voted as directed by the undersigned stockholder. If no direction is given, such shares will
be voted “FOR” the nominees listed in Proposal 1, “FOR” Proposals 2, 3 and 5, “1 Year” with
respect to Proposal 4, and in the discretion of the proxy holder(s) with respect to other matters properly brought before the meeting,
including any adjournments thereof.
Please print the
name(s) appearing on each share certificate(s) over which you have voting authority:
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Date: ___________, 2019
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Signature:
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Signature if held jointly:
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Note: When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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