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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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þ
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to sec. 240.14a-11(c) or sec.
240.14a-12
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þ
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Fee
not required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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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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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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2.
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To
ratify the appointment of Dominic K.F. Chan & Co. as the independent
registered public accounting firm of the Company for the year ending
December 31, 2009; and
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3.
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To
transact such other business as may properly come before the meeting or
any adjournments thereof.
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FOR
THE BOARD OF DIRECTORS
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/s/ Henry Ngan
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Chief
Financial Officer and Corporate Secretary
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on
behalf of the Board of
Directors
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Year
ended December 31,
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||||||||
2008
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2007
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Audit
Fees(1)
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$ | 73,000 | $ | 67,000 | ||||
Audit-Related
Fees
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- | - | ||||||
Tax
Fees
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- | - | ||||||
All
Other Fees
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- | - | ||||||
Total
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$ | 73,000 | $ | 67,000 |
Name
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Age
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Position
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Dang
Yu Pan.
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41
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Chief
Executive Officer and Chairman of the Board and director
nominee
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Wen
Liang Li
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44
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Vice
President, Chief Technology Officer, Director and director
nominee
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Wen
Wei Ma
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39
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Vice
President of Manufacturing
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Henry
Ngan
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36
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Chief
Financial Officer
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Wen
Jia Xiao
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32
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Vice
President of Quality Control
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Xinhai
Li
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46
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Director
and director nominee
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Chao
Li
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64
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Director
and director nominee
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Ping
Li
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44
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Director
and director nominee
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·
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The
appointment, replacement, compensation, and oversight of work of the
independent auditor, including resolution of disagreements between
management and the independent auditor regarding financial reporting, for
the purpose of preparing or issuing an audit report or performing other
audit, review or attest services.
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·
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Reviewing
and discussing with management and the independent auditor various topics
and events that may have significant financial impact on our company or
that are the subject of discussions between management and the independent
auditors.
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Name and Position
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Year
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Salary
($)
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Bonus
($)
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All Other
Compensation
($) (1)
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Total
($)
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Dang
Yu Pan
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2008
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$ | 18,000 | - | $ | 25,000 | (2) | $ | 43,000 | |||||||||
Chief
Executive Officer and
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2007
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$ | 18,000 | - | $ | 25,000 | (3) | $ | 43,000 | |||||||||
Chairman
of the Board
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Name
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Fees Earned
or Paid in
Cash
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
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All Other
Compensation
($)
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Total
($)
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Wen
Liang Li
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20,000 | - | - | - | - | - | 20,000 | |||||||||||||||||||||
Chao
Li
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18,000 | - | - | - | - | - | 18,000 | |||||||||||||||||||||
Xinhai
Li
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18,000 | - | - | - | - | - | 18,000 | |||||||||||||||||||||
Ping
Li
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18,000 | - | - | - | - | - | 18,000 |
Plan Category
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Number of
Securities
to be
issued
upon
exercise of
outstanding
options,
warrants
and rights
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Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
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Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
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Equity
compensation plans approved by security holders
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- | $ | - | 2,000,000 | (1) | |||||||
Equity
compensation plans not approved by security holders
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- | - | - | |||||||||
Total
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- | N/A | 2,000,000 |
(1)
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In October 2008, the Company
adopted the 2008 Omnibus Incentive Plan. The Incentive Plan currently has
2,000,000 shares authorized for issuance. As of July 24, 2009,
no awards have been issued pursuant to the Incentive
Plan.
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·
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Each
person known to be the beneficial owner of 5% or more of the Company’s
outstanding common stock;
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·
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Each
executive officer;
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·
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Each
director; and
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·
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All
of the executive officers and directors as a
group.
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Common Shares
Beneficially Owned
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Name of Beneficial Owner
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Title
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Number of
Shares
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Percentage
of Shares
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Officers
and Directors
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Dang
Yu Pan
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Chief
Executive Officer and Chairman of the Board
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5,179,429 | (1) | 38.19 | % | |||||
Wen
Liang Li
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Vice
President, Chief Technology Officer and Director
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2,034,770 | 15.00 | % | ||||||
Wen
Wei Ma
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Vice
President of Manufacturing
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924,897 | 6.82 | % | ||||||
Xinhai
Li
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Director
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- | - | |||||||
Chao
Li
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Director
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- | - | |||||||
Ping
Li
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Director
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- | - | |||||||
Officers
and Directors as a group (total of 8 persons)
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8,139,096 | (1) | 60.01 | % |
(1)
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Includes
(i) an aggregate of 1,387,356 shares over which Mr. Pan has voting power
and the right to acquire ownership pursuant to a loan agreement dated
February 5, 2007 between Mr. Pan and other shareholders, and (ii) 369,959
shares held by a company that is 100% owned by Mr.
Pan.
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Respectfully
submitted,
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Xinhai
Li
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Chao
Li
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Ping
Li
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Name
of Bank
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Amount Granted
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Amount
Outstanding
Under
Loan
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Guaranteed
by Officers
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Bank
Of China
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$ | 5.27 million | $ | 0.87 million |
Dang
Yu Pan, Wen Liang Li, Wen Wei Ma
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Shenzhen
Development Bank Co., Ltd.
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$ | 4.93 million | $ | 3.62 million |
Dang
Yu Pan
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Shanghai
Pudong Development Bank Co. Ltd.
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$ | 9.52 million | $ | 8.19 million |
Dang
Yu Pan
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Citibank
(China) Co., Ltd.
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$ | 3.46 million | $ | 2.15 million |
Dang
Yu Pan, Wen Liang Li, Wen Wei
Ma
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/ Henry Ngan
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Chief
Financial Officer and Corporate Secretary
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on
behalf of the Board of Directors
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1.
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Election
of
Directors
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FOR
ALL THE NOMINEES
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WITHHOLD
AUTHORITY
FOR
ALL
NOMINEES
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FOR ALL EXCEPT
(See
instructions
below)
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INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark “FOR ALL
EXCEPT” and strike a line through the nominee’s name in the list
below
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NOMINEE: Dang
Yu
Pan Wen
Liang
Li Chao
Li Xinhai
Li Ping
Li
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2.
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Ratify
the selection of Dominic K.F. Chan & Co., as the Company’s independent
registered public accounting firm for the year ending December 31,
2009.
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FOR
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AGAINST
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ABSTAIN
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o
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Each
of the persons named as proxies herein are authorized, in such person’s
discretion, to vote upon such other matters as may properly come before
the Annual Meeting, or any adjournments thereof.
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Please check here if you plan
to attend the
meeting. o
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Signature
of Stockholder:
|
Date:
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Signature
of Stockholder:
|
Date:
|
Note:
|
Please sign exactly as your name
or names appear on this Proxy. 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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