UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934 (Amendment
No. )
|
Filed by the Registrant
ý
|
|
|
|
Filed
by a Party other than the Registrant
o
|
|
|
|
Check the appropriate box:
|
|
|
|
o
|
|
Preliminary Proxy Statement
|
|
|
|
|
|
o
|
|
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
|
|
|
|
|
|
ý
|
|
Definitive Proxy Statement
|
|
|
|
|
|
o
|
|
Definitive Additional Materials
|
|
|
|
|
|
o
|
|
Soliciting Material under §240.14a-12
|
|
|
|
|
|
RENMIN
TIANLI GROUP, INC.
|
|
(Name of Registrant as Specified In Its Charter)
|
|
|
|
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
|
|
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
ý
|
|
No fee required.
|
|
|
|
|
|
o
|
|
Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction
applies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
|
|
|
|
o
|
|
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.
|
|
|
|
|
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
|
|
|
|
RENMIN TIANLI GROUP, INC.
(Formerly known as Aoxin Tianli Group,
Inc.)
Suite K, 12th Floor,
Building A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan
City
Hubei Province, China 430010
November 6, 2017
Dear Shareholder:
The directors and officers
of Renmin Tianli Group, Inc. join me in inviting you to attend the annual meeting of our shareholders on Wednesday, December 6,
2017 at 9:00 a.m. local time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave.,
Jiang’an District, Wuhan City, Hubei Province, China 430010. The formal notice of this annual meeting and the proxy statement
appear on the following pages and are accompanied by a copy of our Annual Report on Form 10-K for the fiscal year ended December
31, 2016. After reading the proxy statement and other materials,
please submit your proxy promptly by telephone or via
the Internet in accordance with the instructions on the enclosed proxy card, or by marking, signing and returning a physical proxy
card by mail, to ensure that your votes on the business matters of the meeting will be recorded.
We hope that you will attend this meeting.
Whether or not you attend, we urge you to submit your proxy promptly. Even after submitting the proxy, you may, of course, vote
in person on all matters brought before the meeting.
We
look forward to seeing you on Wednesday, December 6, 2017.
|
|
Sincerely,
|
|
|
|
|
|
|
|
/s/Guolan Li
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
(This page intentionally left blank)
RENMIN TIANLI GROUP, INC.
(Formerly known as Aoxin Tianli Group,
Inc.)
Suite K, 12th Floor, Building
A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan
City
Hubei Province, China 430010
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of
Renmin Tianli Group, Inc. (the “Annual Meeting”) will be held on Wednesday, December 6, 2017 at 9:00 a.m., local
time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City,
Hubei Province, China 430010.
Holders of common shares will be asked to
consider and vote on the following matters:
(1) the election
of seven directors, each to serve until the 2018 Annual Meeting of Shareholders and until his or her successor is duly elected
and qualified, or his or her earlier death, resignation or removal; and
(2) the transaction
of any other business that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting
You should read the
accompanying proxy statement in its entirety before voting.
Only shareholders of record at the close
of business on October 17, 2017 are entitled to notice of and to vote at this meeting and any adjournments or postponements of
this meeting.
|
|
By order of the Board of Directors,
/s/Guolan Li
Chairman of the Board
|
|
|
|
|
|
Wuhan City, Hubei Province, China 430010
November 6, 2017
Important Notice Regarding the Availability
of Proxy Materials for the
Shareholder Meeting to be Held on Wednesday,
December 6, 2017:
The proxy statement and annual report
are available at
www.proxyvote.com
.
Also available on the website is the
Renmin Tianli proxy card, as well as additional voting information.
TABLE OF CONTENTS
|
|
Page
|
|
|
|
|
Questions and Answers About This Annual Meeting
|
1
|
|
|
|
|
Proposal 1: Election of Directors
|
4
|
|
|
|
|
Report of the Audit Committee
|
12
|
|
|
|
|
Matters Relating to Independent Registered Public Accountants
|
13
|
|
|
|
|
Security Ownership of Beneficial Owners and Management
|
14
|
|
|
|
|
Shareholder Proposals
|
15
|
|
|
|
|
Annual Report
|
15
|
|
|
|
|
Other Matters
|
15
|
|
|
|
|
Non-Incorporation of Certain Matters
|
15
|
|
|
|
|
Delivery of Documents to Shareholders Sharing an Address
|
15
|
|
|
|
|
Expenses of Solicitation
|
16
|
RENMIN TIANLI GROUP, INC.
(formerly known as Aoxin Tianli Group,
Inc.)
Suite K, 12th Floor, Building
A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan
City
Hubei Province, China 430010
PROXY STATEMENT
In this proxy statement,
Renmin Tianli Group, Inc. is referred to as “we,” “us,” “our,” “our company,” “the
company” or “Renmin Tianli.”
QUESTIONS AND ANSWERS ABOUT THIS ANNUAL
MEETING
|
Q:
|
|
Why did I receive this proxy statement?
|
As a Renmin Tianli shareholder,
you received this proxy statement because our board of directors is soliciting your proxy to vote at the annual meeting of shareholders
(the “Annual Meeting”). The Annual Meeting will be held on Wednesday, December 6, 2017, at 9:00 a.m., local time,
at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei
Province, China 430010.
This proxy statement
summarizes the information you need to know to vote on an informed basis at the annual meeting; however, you do not need to attend
the annual meeting to vote your shares. See “How do I vote my shares before the Annual Meeting?” We expect
to begin sending this proxy statement, the attached notice of annual meeting and the proxy card(s) on or about November 6, 2017,
to all shareholders entitled to vote.
If you hold
common shares, you are being asked to consider and vote on the election of seven directors, each to serve until the 2018
Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, or his or her earlier death,
resignation or removal.
|
Q:
|
|
Who is entitled to vote?
|
Holders of our outstanding
common shares as of the close of business on October 17, 2017, the record date, are entitled to vote at the Annual Meeting. As
of October 17, 2017, 7,983,745 common shares were outstanding.
|
Q:
|
|
What does it mean if I get more than one proxy card?
|
If you receive more
than one proxy card, it means you hold shares registered in more than one account. Sign and return ALL proxy cards to ensure that
all your shares are voted.
|
Q:
|
|
What are the voting rights of the common shares?
|
At the Annual
Meeting, each common share is entitled to one vote for each director to be elected and on any other matter submitted to our
shareholders for their approval.
|
Q:
|
|
How do I vote my shares before the Annual Meeting?
|
If you hold your
shares in your own name,
you may submit a proxy by telephone, via the Internet or by mail.
|
|
•
|
|
Submitting a Proxy by Telephone:
You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Time on December 4, 2017 by calling the toll-free
telephone number on the enclosed proxy card, (800) 690-6903. Telephone proxy submission is available 24 hours a day. Easy-to-follow
voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our
telephone proxy submission procedures are designed to authenticate shareholders by using individual control numbers.
|
|
|
•
|
|
Submitting a Proxy via the Internet:
You can submit a proxy via the Internet until 11:59p.m. Eastern Time on December 4, 2017 by accessing the website listed on your proxy card,
www.proxyvote.com
, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. As with telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded.
|
|
|
|
|
|
|
|
•
|
|
Submitting a Proxy by Mail:
If you choose to submit a proxy by mail, simply mark the appropriate proxy card, date and sign it, and return it in the postage paid envelope provided or to the address shown on the proxy card.
|
By casting your vote
in any of the three ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance
with your instructions. You may also attend the Annual Meeting and vote in person.
If your shares
are held in the name of a bank, broker or other nominee,
you will receive instructions from the holder of record that you must
follow for your shares to be voted. The availability of telephonic or Internet voting will depend on the bank’s or broker’s
voting process. Please check with your bank or broker and follow the voting procedures your bank or broker provides to vote your
shares. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in
person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee that holds your shares and
present that proxy and proof of identification at the Annual Meeting.
|
Q:
|
|
If I am the beneficial owner of shares held in “street name” by my broker, will my broker automatically vote my shares for me?
|
Stock exchange rules
applicable to brokers grant your broker discretionary authority to vote your shares without receiving your instructions on certain
matters. Your broker does not have discretionary authority to vote on the election of directors, unless you provide voting instructions
to your broker. Therefore, it is particularly important that beneficial owners instruct their brokers how they wish to vote their
shares.
|
Q:
|
|
How will my shares be voted if I give my proxy but do not specify how my shares should be voted?
|
If you provide specific
voting instructions, your shares will be voted at the Annual Meeting in accordance with your instructions. If you return your signed
proxy card but do not indicate your voting preferences, we will vote on your behalf
FOR
each of the nominees for whom you
are entitled to vote.
|
Q:
|
|
What is an “abstention” or a broker “non-vote” and how do they affect the vote
?
|
An “abstention”
occurs when a shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. Abstentions
are counted as present for purposes of determining a quorum. An abstention with respect to the election of directors is neither
a vote cast “for” a nominee nor a vote cast “against” the nominee and, therefore, will have no effect on
the outcome of the vote. An abstention with respect to any other matter shall be deemed to be votes not cast.
A broker “non-vote”
occurs when a broker or other nominee who holds shares for the beneficial owner is unable to vote those shares for the beneficial
owner because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting
instructions from the beneficial owner of the shares. Brokers will not have such discretionary voting power to vote shares with
respect to the election of directors. Shares that are the subject of a broker non-vote are included for quorum purposes, but a
broker non-vote with respect to a proposal will not be counted as a vote represented at the meeting and entitled to vote and, consequently,
as a general matter, will have no effect on the outcome of the vote.
|
Q:
|
|
How can I change my vote?
|
You may revoke your
proxy at any time before it is exercised by:
|
|
•
|
|
Delivering
to the Secretary of our company a written notice of revocation, dated later than the proxy, before the vote is taken at the
Annual Meeting in the manner set forth below;
|
|
|
•
|
|
Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the Annual Meeting;
|
|
|
•
|
|
Submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted), before 11:59p.m. Eastern Time on December 4, 2017; or
|
|
|
•
|
|
Attending the Annual Meeting and voting in person (your attendance at the Annual Meeting, in and of itself, will not revoke the proxy).
|
Any written notice of revocation,
or later dated proxy, should be delivered to:
Renmin Tianli Group, Inc.
Suite K, 12th Floor, Building A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan City
Hubei Province, China 430010
Attention: Corporate Secretary
Alternatively, you
may hand deliver a written revocation notice, or a later dated proxy, to the Secretary at the Annual Meeting before we begin voting.
If your shares are
held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you
wish to change your vote.
|
Q:
|
|
Who will count the votes?
|
Representatives of Computershare will count
the votes.
|
Q:
|
|
What constitutes a quorum?
|
A majority of the outstanding common shares
entitled to vote at the meeting constitutes a quorum for the items to be voted on by the common shares at the Annual Meeting.
|
Q:
|
|
How many votes are needed for approval of each proposal?
|
The election to our board of directors of seven directors
for a term of one year.
Directors to be elected
by the holders of common shares will be elected by a plurality of the votes cast by the holders of outstanding common shares entitled
to vote in the election who are present, in person or by proxy, at the meeting. Consequently, the seven director nominees receiving
the highest number of votes cast by the holders of common shares will be elected as directors.
|
Q:
|
|
Does Renmin Tianli offer an opportunity to receive future proxy materials electronically?
|
Yes. If you are a shareholder
of record, you may, if you wish, receive future proxy statements and annual reports online. If you elect this feature, you will
receive either a proxy card or an e-mail message notifying you when the materials are available, along with a web address for viewing
the materials. You may sign up for electronic delivery by marking and signing the appropriate spaces on your proxy card or by contacting
our Investor Relations Department by e-mail at
ir@aoxintianli-china.com
or toll-free by phone at (866) 366-4703. If
you received these materials electronically, you do not need to do anything to continue receiving materials electronically in the
future.
If you hold your shares
in a brokerage account, you may also have the opportunity to receive proxy materials electronically. Please follow the instructions
of your broker.
Electronic delivery
saves Renmin Tianli money by reducing printing and mailing costs. It will also make it convenient for you to receive your proxy
materials online. Renmin Tianli charges nothing for electronic delivery. You may, of course, incur the usual expenses associated
with Internet access, such as telephone charges or charges from your Internet service provider.
You may discontinue
electronic delivery at any time. For more information, contact our Investor Relations Department by e-mail at
ir@aoxintianli-china.com
or toll-free by phone at (866) 366-4703.
|
Q:
|
|
Who can attend the Annual Meeting?
|
All shareholders of
record as of October 17, 2017 may attend.
PROPOSAL 1: ELECTION OF DIRECTORS
At
the Annual Meeting, shareholders will vote upon the election of seven directors to serve until the next annual meeting of shareholders
and the qualification of their successors, or their earlier death, resignation or removal. All of the nominees named below, other
than
Xueliang Yue and
Xiaolong Yin,
currently serve as
directors.
Nominees for Election at the 2017 Annual Meeting of Shareholders
Guolan Li,
Age
58
Guolan Li has been General
Manager of Hubei Aoxin Science & Technology Group Co., Ltd. and Chairman of Hubei Hang-ao Servo technology Co., Ltd. since
July 2010. From September 2000 to June 2010, he was the Manager of the Wuhan Duoluokou Grand Market Management Center. From May
1998 to August 2000, he was a director and the Deputy General Manager of Hanzheng Group, Ltd. From August 1980 to April 1998, he
was employed by the Native Produce Company of Wuhan City, Qiaokou District, initially as Chief Accountant, then as Deputy Section
Chief, then Section Chief, and finally as General Manager. Mr. Li is a graduate of the Hubei University of Economic Management.
Mr. Li was nominated as a director because of his management experience.
Hanying Li,
Age
66
Hanying Li has been
a director of our company since January 2010 and served as our Chair and Chief Executive Officer from that date
until March 27, 2014 and from September 9, 2015to May 30, 2016, and as Co-Chief Executive Officer of our company from May 31, 2016
until June 22, 2017. Ms. Li founded Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., our operating
company in China (“Fengze”), in 2005. From 1979 through 2004, Ms. Li was deputy director of the Wuhan City Prosecutor’s
Office. Ms. Li received her Bachelor’s Degree in Law from Hubei Finance & Economic University. Ms. Li
was nominated as a director for her experience operating hog farms and leadership of our company.
Zihui Mo,
Age
58
Zihui Mohas been a
director of the Company since October 2012. Since January 1, 2009, Mr. Mo has been CFO and COO of Watches of Switzerland, a private
manufacturer of watches in Hong Kong and the United States owned by members of his family. He held the same positions from February
2004 through 2006. From January 1, 2007 through 2009, he was a marketing manager with A Field Consulting Ltd., a company that provides
consulting services for small and middle sized companies seeking to go public. From November 1994 through January 2004, he was
Vice General Manager of China Shipping and Vice General Manager of Rich Shipping Co., Ltd. From September 1993 through November
1994, he was Marketing Manager of Barako Shipping Co., Ltd. From February 1991 through August 1993, he was Marketing Supervisor
of UDS Distribution Services Co., Ltd., Jardine Group. From October 1989 through February 1991, he was Marketing Manager of Toyota
of Durata, California. Mr. Mo received a Degree in Education from Ricks College (Idaho) in 1985 and a Degree in Market Management
and Academician in Accounting from Brigham Young University in 1988.Mr. Mo was nominated as a director for his experience in marketing
and accounting.
Jamie Tseng,
Age
63
Jamie Tseng has served
as Chairman of Brightening Lives Foundation since 2015. From November 2011 to February 2015, Mr. Tseng was the Executive Vice President
of Pacific Energy Development Inc. (NYSE: PED). From January 2009 to August 2010, Mr. Tseng was the Executive Vice President of
Camac Energy International (AMEX: CAK). From August 2005 to January 2009, Mr. Tseng was the Managing Director and Executive Vice
President of Pacific Asia Petroleum Inc. (AMEX:PAP). From August 2003 to August 2005, Mr. Tseng was the Chief Financial Officer
and Vice President of Histostem Inc. From February 2000 to August 2003, Mr. Tseng was the Executive Vice President of General Energy
Technologies Inc. From January 1998 to August 2000, Mr. Tseng was the Vice President of Multacom Telecommunication Inc. From January
1995 to January 1998, Mr. Tseng was the President of Interjet International. From January 1992 to January 2002, Mr. Tseng served
the Fullerton Chinese Culture Association. Mr. Tseng received a Bachelor’s degree of Arts and graduated from Soochow University
in 1976 with the specialty of Accounting. Mr. Tseng was nominated as a director because of his experience in finance and accounting.
Baoguo Han
,
Age 65
Baoguo Han was appointed
a director on April 12, 2017. He served as Deputy Procurator General of People's Procuratorate of Wuhan City from 2008 to June
2013, when he retired. From November 1979 to 2008, Mr. Han successively served as Clerk, Deputy Division Chief and Division Chief
of People's Procuratorate of Wuhan City. Mr. Han graduated from Hubei University of Finance and Economics majoring in law.
Mr.
Han was nominated as a director because of his business experience.
Xueliang Yue,
Age 42
Since 2008, Mr. Yue
has been the Chairman and General Manager of the Wuhan Gold Mine Trading Co., Ltd, as well as the Chairman
of the Chexiaozhu City Logistics Company. From 2003 to 2007, he was employed as sales manager in Hubei New and
Special Pharmaceutical Co., Ltd. From 1996 to 2002, he worked in the finance department of the Hubei Highway Administration Bureau,
initially as a clerk, chief accountant and then section chief. Mr. Yue graduated from College of Arts and Science, Jianghan University
with a bachelor degree in 1996.
Mr. Yue was nominated as a director
because of his accounting and business experience.
Xiaolong Yin,
Age 45
Since 2012, Mr. Yin
has been Vice General Manager of Hubei Aoxin Science & Technology Group. From 2002 to 2012, he worked as Vice General Manager
of Ganzhou Strong-Mart Group. From 1997 to 2002, he worked as Vice General Manager of Carrefour Supermarket. From 1995
to 1997, he worked for Hubei Geological Survey Institute as an engineer. Mr. Yin graduated from China University of Geosciences
with a bachelor degree in 1995.
Mr. Han was nominated as a director because
of his business experience in the retail industry.
OUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE
“FOR” THE ELECTION OF EACH
NOMINEE UNDER PROPOSAL ONE
Board of Directors
Following the Annual
Meeting, our Board of Directors will consist of seven directors. There are no family relationships between any of our directors
(including the nominees named above) and our executive officers. There are no arrangements or understandings pursuant to which
our directors are selected or nominated.
Each
of our non-employee directors receives a cash retainer of $3,000 per month.
A director may vote
in respect of any contract or transaction in which he is interested; provided, however that the nature of the interest of any director
in any contract or transaction is disclosed by him at or prior to its consideration and any vote on that matter. A general notice
or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any
committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it
shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon
a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested, and may
vote on such motion.
Mr
Guolan Li is our Chairman of the Board and
Luchang Zhou
is our
Chief Executive Officer. We do not have a lead independent director because we believe our independent directors are encouraged
to freely voice their opinions on a relatively small company board.
Our Board of Directors
plays a key role in our risk oversight. Our Board of Directors makes all relevant Company decisions. As a smaller reporting company
with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk
oversight matters.
Director Independence
The
Board of Directors maintains a majority of directors who are deemed to be independent under the definition of independence provided
by NASDAQ Listing Rule 5605(a)(15). Zihui Mo, Eliza Siu Yuk Lee, Jamie Tseng and Baguo Han currently are our independent directors.
Upon their election, Mr.
Xueliang Yue and Mr. Xiaolong Yin will be considered independent directors.
Board Committees
The Board has established
three committees: the audit committee, the compensation committee and the nominating committee.
Audit Committee
The audit committee
is responsible for overseeing the accounting and financial reporting processes of our company and audits of the financial statements
of our company, including the appointment, compensation and oversight of the work of our independent auditors. The members of the
audit committee are Zihui Mo (Chairman
),
Eliza Siu Yuki Lee and Baoguo Han. Mr. Mo is the Audit Committee Financial Expert.
All of the members of the audit committee are financially literate. The Audit Committee held four meetings during the year ended
December 31, 2016.
Compensation Committee
The compensation committee
of the Board of Directors reviews and makes recommendations to the Board regarding our compensation policies for our officers,
and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret
those plans). The members of the compensation committee are Eliza Siu Yuk Lee, Jamie Tseng and Baoguo Han. The Compensation Committee
held one meeting during the year ended December 31, 2016.
Nominating Committee
The nominating committee
of the Board of Directors is responsible for the assessment of the performance of the board, considering and making recommendations
to the board with respect to the nominations for election of directors and other governance issues. The nominating committee considers
diversity of opinion and experience when nominating directors.
The nominating committee
identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous
factors it considers appropriate. The nominating committee is responsible for making recommendations to the Board of Directors
of nominees to stand for election as directors. The members of the nominating committee are Baoguo Han (Chairman), Zihui
Mo and Jamie Tseng. The Nominating Committee held one meeting during the year ended December 31, 2016.
The Board of Directors
periodically reviews the diversity of specific skills and characteristics necessary as a member of our Board. The nominating committee
will assess the skill areas currently represented on the Board against the target skill areas, as well as recommendations of directors
regarding skills that could improve the overall quality and ability of the Board to carry out its function.
The nominating committee
will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the names,
biographical data, and qualifications of such persons are submitted and delivered in writing in a timely manner. The
criteria that the committee and the full board will use to assess the qualifications of candidates for election to the board will
include matters such as experience in the hog, agricultural or meat distribution industries, financial or technical expertise,
strength of character, quality of judgment, concern for the interests of the Company’s shareholders, and how these skills
might be best utilized by the Company. The committee will also consider the extent to which the nominee would fill a present need
on our Board of Directors.
Code of Business Conduct and Ethics
Our code of business
conduct and ethics provides that our directors and officers are expected to avoid any action, position or interest that conflicts
with the interests of our company or gives the appearance of a conflict. Directors and officers have an obligation under our code
of business conduct and ethics to advance our company’s interests when the opportunity to do so arises. A copy of our Code
of Business Conduct and Ethics is available in the “Corporate Governance” section of our website (
www.renmintianli-china.com
).
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16 of the Securities
Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity
securities to file various reports with the Securities and Exchange Commission concerning their holdings of, and transactions in,
our securities. Copies of these filings must be furnished to us.
Based on a review of
the copies of such forms furnished to us and representations from our executive officers and directors, all our officers, directors
and greater than 10% stockholders filed all reports required to be filed during 2016 in accordance with the filing requirements
of Section 16(a) of the Exchange Act.
Compensation of Directors
The directors may receive such remuneration
as our Board of Directors may determine from time to time. Each director is entitled to be repaid or prepaid all traveling, hotel
and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our Board of Directors or committees
of our Board of Directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director.
The compensation committee will assist the directors in reviewing and approving the compensation structure for our directors.
Each director holds office until the next
annual meeting of shareholders at which he/she is re-elected or until his/her successor has been duly elected and qualified. Officers
are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their
services as directors. Non-employee directors are entitled to receive compensation per year for serving as directors and may receive
option grants from our company. In addition, non-employee directors are entitled to be reimbursed for their actual travel expenses
for each Board of Directors meeting attended.
The following table sets forth certain information
regarding the compensation paid to our directors during the fiscal year ended December 31, 2016.
|
DIRECTOR COMPENSATION
|
|
Name (a)
|
Annual Fees Earned or Paid in Cash ($) (b)
|
Stock Awards ($) (c)
|
Option Awards ($) (d)
|
Non-Equity Incentive Plan Compensation ($) (e)
|
Non-Qualified Deferred Compensation Earnings ($) (f)
|
All Other Compensation ($) (g)
|
Total ($) (h)
|
|
Zihui Mo
|
$36,000
|
-
|
$8,031
|
-
|
-
|
-
|
$44,031
|
|
Jamie Tseng
(1)
|
$15,000
|
-
|
-
|
-
|
-
|
-
|
$15,000
|
|
Eliza Siu Yuk Lee (1)
|
$15,000
|
-
|
-
|
-
|
-
|
-
|
$15,000
|
|
Gang Yin
|
$36,000
|
-
|
-
|
-
|
-
|
-
|
$36,000
|
|
Guolan Li
|
$36,000
|
-
|
-
|
-
|
-
|
-
|
$36,000
|
|
Yan Gong (2)
|
$21,000
|
-
|
-
|
-
|
-
|
-
|
$21,000
|
_____
|
(1)
|
Eliza Siu Yuk Lee and
Jamie Tseng
were appointed as a director on July 29, 2016.
|
|
(2)
|
Yan Gong resigned as a director on July 29, 2016.
|
Meeting Attendance
During the year ended
December 31, 2016, our Board of Directors held nine meetings, either in person or by telephone. Each director attended at least
75% of the aggregate of (1) the total number of meetings of our board of directors held while he or she was a director and
(2) the total number of meetings held by all committees on which he or she served during the periods that he or she served
on the committee.
Information Concerning Executive Officers
Our executive officers
are set forth in the table below along with their ages and positions. Each executive officer holds the offices set forth opposite
his name until he is dismissed by the Board of Directors.
|
Name
|
|
Age
|
|
|
Position
|
|
Luchang Zhou
|
|
|
71
|
|
|
Chief Executive Officer
|
|
Qinyu Liu
|
|
|
42
|
|
|
Chief Financial Officer
|
Luchang Zhou
. Luchang Zhou has served
as our Chief Executive Officer since June 22, 2017. Since 2014 Mr. Zhou has worked for Shenzhen Qianhai Jiaguo Tianxia Fund Management
Co., Ltd, which is engaged in the management of equity investment funds, equity investments, investment management and asset management,
where he currently serves as General Manager of the Financial Investment Department. From 2007 to 2014, Mr. Zhou was the vice president
of Chongqing Hexin Economic Development Co., Ltd. From 2000 to 2006 Mr. Zhou was the Deputy General Manager of Chongqing Yixian
Investment Co., Ltd.
Qinyu Liu.
Qinyu
Liu has served as our Chief Financial Officer since July 25, 2017. From 2012 to July 2017, Ms. Liu worked as the financial director
of Chongqing Shangtian Ecological Agriculture Development Co., Ltd, a company engaged in planting, processing and selling agricultural
products as well as agricultural eco-tourism. From 2006 to 2011, she worked as financial manager of Chongqing Qianbao Technology
Co., Ltd, at the time, a Pay 88, Inc. (OTC: PAYI) subsidiary engaged in the online payment industry, where she was mainly responsible
for audit work.
Executive Compensation
The following table sets forth information
with respect to the amounts awarded to, earned by, or paid to, the individuals who served as chief executive officer of our company
during the year ended December 31, 2016 for services provided in all capacities to us and our subsidiaries. No other executive
officer was paid or earned compensation, or had amounts accrued, for services provided in all capacities to us and our subsidiaries,
in excess of $100,000 during 2016.
Summary Compensation Table
|
Name &
Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation
|
Total
|
|
Hanying Li
Chair and CEO (1)
|
2016
|
$92,308
|
-
|
$88,500
|
-
|
-
|
-
|
-
|
$180,808
|
|
|
2015
|
$42,516
|
-
|
$106,200
|
-
|
-
|
-
|
-
|
$148,716
|
|
Wocheng Liu
Chairman and Co-CEO (2)
|
2016
|
$52,687
|
-
|
-
|
-
|
-
|
-
|
-
|
$52,687
|
|
|
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
___
|
|
(1)
|
Ms. Li served as the Chairman and CEO from September 9, 2015 to May 31, 2016, and served as Co-CEO until June 22, 2017.
|
|
|
(2)
|
Mr. Wocheng Liu was appointed as the Chairman and Co-CEO effective May 31, 2016.
|
Employment Agreements
Hanying Li
We entered into an employment agreement with
Ms. Hanying Li, who until June 22, 2015 served as our Co-Chief Executive Officer, on September 9, 2015, the date Ms. Li was re-elected
as our president and chief executive officer by the Board of Directors. Under the terms of her employment agreement effective September
10, 2015, Ms. Li is entitled to:
|
·
|
|
Base compensation of RMB 600,000 ($92,308) payable in 12 equal monthly installments of RMB 50,000 ($7,692).
|
|
·
|
|
Year-end Award paid and determined under the Incentive
Plan approved by the Compensation Committee of the Board.
|
|
·
|
|
Reimbursement of reasonable expenses incurred by Ms. Li.
|
Ms. Li agreed that during the term of her
employment agreement and for 36 months afterwards she would:
|
·
|
|
keep confidential and not disclose our confidential information;
|
|
·
|
|
take and implement all appropriate measures to protect the confidentiality of our confidential information;
|
|
·
|
|
not disclose, transmit, exploit or otherwise use for her or her own account or for others, elements of our confidential information;
|
Ms. Li has agreed not to compete with our
company directly or indirectly while employed by us and for a period of 24 months afterwards.
The employment agreement of Ms. Li may be
terminated at any time by either party upon 30 days’ prior notice.
Wocheng Liu
We entered into an employment agreement with
Mr. Wocheng Liu, who until June 22, 2017 served as our Co-Chief executive Officer, effective June 1, 2016, initially scheduled
to expire on May 31, 2018, subject to automatic renewal through May 31, 2020, unless terminated prior to renewal. Under the terms
of his employment agreement, Mr. Liu is entitled to:
|
·
|
|
Base compensation of RMB 600,000 ($92,308) payable in 12 equal monthly installments of RMB 50,000 ($7,692).
|
|
·
|
|
Year-end bonus in accordance with the Company’s incentive plan.
|
|
·
|
|
Reimbursement of reasonable expenses incurred by Mr. Liu.
|
Mr. Liu agreed that during the term of his
employment agreement and for 36 months afterwards he would:
|
·
|
|
keep confidential and not disclose our confidential information;
|
|
·
|
|
take and implement
all appropriate measures to protect the confidentiality of our confidential information;
|
|
·
|
|
not disclose, transmit, exploit or otherwise use for
her or his own account or for others, elements of our confidential information;
|
Mr. Liu has agreed not to compete with our
company directly or indirectly while employed by us and for a period of 24 months afterwards.
Luchang Zhou
We have not entered into an employment agreement
with Mr. Luchang Zhou, our Chief Executive Officer. We pay Mr. Zhou a monthly salary of $7,565.
Certain Relationships and Related Transactions
Our Policy Concerning Transactions with Related Persons
Under Item 404 of SEC
Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar
transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to
which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount
involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last
two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more
than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family
of any of the foregoing persons, had or will have a direct or indirect material interest.
We recognize that transactions
between us and any of our directors or executives or with a third party in which one of our officers, directors or significant
shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions
are based on considerations other than the best interests of our Company and shareholders.
The Audit Committee
of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company
and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such
transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board
of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained
from an unaffiliated party.
Transactions with Related Persons
The following includes
a summary of transactions since January 1, 2014, or any currently proposed transaction, in which we were or are to be a participant
and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end
for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.
Due to related party
When we disposed of Hang-ao on December 23,
2016, we repaid to Hang-ao $2,090,379 borrowed from Hang-ao in prior years.
Revenues Recognized from Related Parties
During the year ended December 31, 2015,
OV Orange sold products to Beijing Central Aoxin Technology Development Co., Ltd. (“Central Aoxin”) and Wuhan Aoxin
Pike Wealth Investment Management Co., Ltd. (“Aoxin Pike”) from which it recognized revenues of $25,306. Central
Aoxin’s registered agent was Mr. Ping Wang, our former chairman and CEO. One of Aoxin Pike’s major shareholders has
an indirect investment in the Company.
The related party revenues mentioned above
were included in the results of discontinued operations of the Company’s consolidated statements of operations and comprehensive
income.
Bank loan guaranteed by related party
Wuhan Aoxin Investment and Guarantee Services,
Co., Ltd. provided a loan guarantee for the Company’s short-term bank loan of $781,950 from Wuhan Rural Commercial Bank which
was repaid on August 4, 2015.
Issuance of common stock
On February 6, 2015, the Company issued 202,500
of its common shares to 7 employees, including the Company’s former CEO, former CFO, and a director, as stock awards pursuant
to its 2014 Share Incentive Plan. Those shares have been registered under the Securities Act of 1933, as amended. However, 3 of
the mentioned employees have resigned, including Mr. Ping Wang, and the relevant stock awards of 51,000 common shares were canceled
and returned to the Company on March 8, 2016.
We believe that the terms of each transaction
described above were not less favorable to us than those terms that could be obtained from an unaffiliated third party.
Policy Concerning Related Party Transactions
We recognize that transactions between us
and any of our directors or executives with a related party can present potential or actual conflicts of interest and create the
appearance that our decisions are based on considerations other than the best interests of our Company and shareholders. Therefore
in accordance with our Code of Ethics, it is our preference to avoid such transactions. All potential related party transactions
involving the Company and/or its employees are to be presented in advance to the Company's Audit Committee to be reviewed for a
potential conflict of interest. Such transactions must be approved by the Audit Committee before they can commence.
REPORT OF THE AUDIT COMMITTEE
The following Report
of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy
statement into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under
such Acts.
The Audit Committee
is a separately-designated, standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended. It is composed of three directors whom the board of directors has determined are “independent directors”
as defined by NASDAQ listing standards. The Audit Committee’s responsibilities are set forth in its written charter approved
by the board of directors. The charter is reviewed annually by the Audit Committee. A copy of the Audit Committee charter may be
found on our website (
www.renmintianli-china.com
)under the caption “Corporate Governance.” As required by NASDAQ
listing standards, the Audit Committee has determined that its charter is adequate. The Audit Committee also has determined that
its members meet the financial literacy requirements of NASDAQ listing standards.
Management is responsible
for the Company’s internal controls and the financial reporting process. The independent registered public accountants are
responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing
standards generally accepted in the United States of America and to issue a report on them. The Audit Committee’s responsibility
is to engage the independent auditor and otherwise to monitor and oversee these processes. For the fiscal year ended December 31,
2016, the Audit Committee engaged HHC to serve as the Company’s independent auditor.
The Audit Committee
has met and held discussions with management and HHC. Management represented to the Audit Committee that the Company’s consolidated
financial statements as of and for the fiscal year ended December 31, 2016 were prepared in accordance with accounting principles
generally accepted in the United States of America, and the Audit Committee has reviewed and discussed these consolidated financial
statements with management. The Audit Committee discussed with the independent registered public accountants matters required to
be discussed by Statement on Auditing Standards No. 114, as amended (“Communication with Audit Committees”), and
Public Company Accounting Oversight Board AU section 380 (“Communication with Audit Committees”).
The Board of Directors,
upon the recommendation of the Audit Committee, has adopted an Auditor Independence Policy that, among other things, prohibits
the company’s independent auditor from performing certain non-audit services for the Company, requires prior approval of
the Audit Committee for any services provided by the Company’s independent auditor, limits the hiring by the Company of former
employees of the Company’s independent auditor who have worked on the Company’s account and requires enhanced disclosure
both to the Audit Committee and to shareholders of matters related to auditor independence.
The Audit Committee
has received the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight
Board regarding HHC's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with
the independent registered public accountants that firm’s independence. In addition, the Audit Committee approves in advance
all engagements of the Company’s independent auditor. The Audit Committee determined that HHC’s provision of non-audit
services to the Company as described in “Matters Relating to Independent Registered Public Accountants” is compatible
with maintaining that firm’s independence.
Based on these discussions
and reviews, the Audit Committee determined that the audited financial statements for the Company’s last fiscal year should
be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and made a formal recommendation to
the Board of Directors to that effect.
Zihui Mo (Chairman)
MATTERS RELATING TO INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The following is a summary of the fees billed
to us by HHC for professional services rendered for the fiscal years ended December 31, 2016 and 2015:
|
|
|
Fiscal Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
Audit Fees
|
|
$
|
140,000
|
|
|
$
|
140,000
|
|
|
Audit Related Fees
|
|
|
30,000
|
|
|
|
60,000
|
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
170,000
|
|
|
$
|
200,000
|
|
Audit Fees. Consists of fees billed for professional
services rendered for the audit of our consolidated financial statements and review of interim consolidated financial statements
included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.
Audit Related Fees. Consists of fees billed
for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial
statements and are not reported under "Audit Fees".
Tax Fees. Consists of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.
All Other Fees. Consists of fees for product
and services other than the services reported above.
Audit Committee’s Pre-Approval Policies
Our Audit Committee’s policy is to
pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit
services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and
any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.
The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The
Audit Committee may also pre-approve particular services on a case-by-case basis.
Our Audit Committee has reviewed and discussed
with HHC, our audited financial statements contained in this Annual Report on Form 10-K for the 2016 fiscal year. The Audit Committee
also has discussed with HHC, the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing
Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements.
Our Audit Committee has received and reviewed
the written disclosures and the letter from HHC required by Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees), and has discussed with HHC its independence from our company.
Our Audit Committee has considered whether
the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and
discussions referred to above, the Board of Directors determined that the audited financial statements be included in our Annual
Report on Form 10-K for our 2016 fiscal year for filing with the SEC.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth, as of October 17, 2017, the number of our common shares beneficially owned by (i) each person or entity known to us
to be the beneficial owner of more than 5% of the outstanding common shares, (ii) each of our directors, nominees for election
as a director and each of our executive officers named in the Summary Compensation Table above (the “Named Executive Officers”),
and (iii) all of our officers and directors as a group. Information relating to the beneficial ownership of our common shares by
principal stockholders and management is based upon information furnished by each person using "beneficial ownership"
concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner
of a security if that person has or shares voting power, which includes the power to sell or direct the sale of the security, or
investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission’s rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person
may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Each
beneficial owner's percentage ownership is determined by assuming that options or warrants that are held by such person (but not
those held by any other person) and which are exercisable within 60 days after October 17, 2017 have been exercised. Except as
noted below, or as required by applicable community property laws, each person has sole voting and investment power for all common
shares shown as beneficially owned by them. As of October 17, 2017, we had outstanding 7,983,745common shares. Unless otherwise
indicated in the footnotes, the address for each officer and director listed below is in the care of Renmin Tianli Group, Inc.,
Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010.
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of
Common Shares
|
|
Wocheng Liu
|
1,018,750 (1)
|
12.76%
|
|
Hanying Li
|
800,000 (2)
|
10.02%
|
|
Zihui Mo
|
3,250 (3)
|
*
|
|
Guolan Yi
|
0
|
--
|
|
Eliza Siu Yuk Lee
|
0
|
--
|
|
Jamie Tseng
|
0
|
--
|
|
Baoguo Han
|
0
|
--
|
|
Xueliang Yu, Nominee
|
0
|
--
|
|
Xiaolong Yin, Nominee
|
0
|
--
|
|
All directors and officers as a group
|
1,822,000
|
22.82%
|
|
Ping Wang
|
2,438,750(4)
|
30.55%
|
|
Hua Zhang
|
800,000(5)
|
10.02%
|
|
Wei Gong
|
690,000
|
8.64%
|
*Less than 1%
(1) Represents shares owned by Hubei Aoxin, of which Mr. Liu is the Chief Executive Officer.
(2) Includes 112,500 shares owned
by Ms. Li’s spouse, Hua Zhang.
(3) Represents shares which he may acquire within sixty days upon exercise of stock options.
(4) Includes 1,018,750 shares owned by Hubei Aoxin, of which Mr. Wang is the Chairman.
(5) Includes 687,500 shares owned by
Mr. Zhang’s spouse, Hanying Li.
SHAREHOLDER PROPOSALS
In accordance with
the rules promulgated by the SEC, any shareholder who wishes to submit a proposal for inclusion in the proxy material to be distributed
by the Company in connection with our 2018 Annual Meeting of Shareholders must set forth such proposal in writing and file it with
our corporate secretary on or before the close of business on July 2, 2018 (unless we hold our annual meeting more than 30 days
earlier next year, in which case the deadline will be 10 days after our first public announcement of the annual meeting date).
In addition, our Amended and Restated Articles of Association has an advance notice procedure for shareholders to bring business
before an Annual Meeting of Shareholders. The advance notice procedure requires that a shareholder interested in presenting a proposal
for action at the 2018 Annual Meeting of Shareholders must deliver a written notice of the proposal, together with certain specified
information relating to such shareholder's stock ownership and identity, to our Secretary not earlier than September 8, 2018, nor
later than October 7, 2018. However, in the event that the 2018 Annual Meeting is called for a date that is not within 30 days
before or after the anniversary date of the 2017 Annual Meeting of Shareholders, notice by the shareholder, in order to be timely,
must be so received not later than the close of business on the tenth day following the day on which notice of the date of the
2018 Annual Meeting of Shareholders was mailed or public disclosure of the date of the Annual Meeting of Shareholders was made,
whichever first occurs. If the Company does not receive timely notice, the proxy holders will vote on the matter, if presented
at the meeting, in their discretion. Our board of directors will review any shareholder proposals that are filed as required and,
with the assistance of the company’s secretary, will determine whether such proposals meet applicable criteria for inclusion
in our 2018 proxy solicitation materials or consideration at the 2018 annual meeting. In addition, we retain discretion to vote
proxies on matters of which we are not properly notified at our principal executive offices on or before the close of business
on the applicable 2018 shareholder proposal filing deadline, and also retain that authority under certain other circumstances.
ANNUAL REPORT
A copy of our Annual
Report on Form 10-K for the year ended December 31, 2016 was sent to all of our shareholders of record as of October 17, 2017,
and is available on our website
(www.renmintianli-china.com
) under the caption “SEC Filings.” The Annual Report
is not to be considered as proxy solicitation material.
OTHER MATTERS
Our Board of Directors
knows of no other matters to be brought before this annual meeting. However, if other matters should come before the meeting, it
is the intention of each person named in the proxy to vote such proxy in accordance with his or her judgment on such matters.
NON-INCORPORATION OF CERTAIN MATTERS
The Report of the Audit
Committee and the information on the Renmin Tianli website do not constitute soliciting material and should not be deemed filed
or incorporated by reference into any other Renmin Tianli filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent Renmin Tianli specifically incorporates the Report of the Audit Committee or website information
therein by reference.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
SHARING AN ADDRESS
To the extent we deliver
a paper copy of the proxy materials to shareholders, the SEC rules allow us to deliver a single copy of proxy materials to any
household at which two or more shareholders reside, if we believe the shareholders are members of the same family.
We will promptly deliver,
upon oral or written request, a separate copy of the proxy materials to any shareholder residing at the same address as another
shareholder and currently receiving only one copy of the proxy materials who wishes to receive his or her own copy. Requests should
be directed to our Corporate Secretary by phone at (+86) 27 8274 0726 or by mail to Renmin Tianli Group, Inc. Suite K, 12th Floor,
Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010.
EXPENSES OF SOLICITATION
The entire expense
of soliciting proxies, including preparing, assembling, printing and mailing the proxy form and the material used in the solicitation
of proxies, will be paid by us. Solicitations may be made in person or by mail, telephone, facsimile or other means of electronic
communication by our directors, officers and other employees, and none of those persons will receive any additional compensation
in connection with the solicitation. We also will request record holders of shares beneficially owned by others to forward this
proxy statement and related materials to the beneficial owners of such shares, and will reimburse those record holders for their
reasonable expenses incurred in doing so.
|
|
By Order of the Board of Directors,
/s/ Guolan Li
Guolan Li
Chairman
|
|
|
|
|
|
|
|
|
|
RENMIN TIANLI GROUP, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMPORTANT
ANNUAL MEETING INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., EST, on December 4, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vote by Internet
• Go to www.investorvote.com/ABAC
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website
|
|
|
|
|
|
|
Vote by telephone
|
|
|
|
|
|
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
• Follow the instructions provided by the recorded message
|
|
Using a
black ink
pen, mark your votes with an X as shown in this example. Please do not write
outside the designated areas.
|
x
|
|
|
|
Annual Meeting Proxy Card
|
1234
5678 9012 345
|
▼
IF YOU HAVE NOT
VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE
▼
|
A
Proposals — The Board of Directors
recommends a vote FOR the nominees listed below.
|
|
|
|
|
|
|
|
1. Election of Directors:
|
|
|
|
|
|
|
|
|
|
01 - Guolan Li
|
|
02 - Hanying Li
|
|
03 - Zihui Mo
|
|
|
|
|
|
04 - Jamie Tseng
|
|
05 - Baoguo Han
|
|
06 - Xiaolong Yin
|
|
|
|
|
|
07 - Xueliang Yue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¨
Mark here to vote
FOR
all nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¨
Mark here to
WITHHOLD
vote from all nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
01
|
02
|
03
|
04
|
05
|
06
|
07
|
|
|
¨
For
All EXCEPT
-
To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered
box(es) to the right.
|
¨
|
¨
|
¨
|
¨
|
¨
|
¨
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: In their discretion, the proxies are authorized to vote on such other business that may properly come before the meeting and any adjournments or postponements of the meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of Address — Please print your new address below.
|
|
Comments — Please print your comments below.
|
|
|
Meeting Attendance
|
|
|
|
|
|
|
Mark the box to the right if you plan to attend the Annual Meeting.
|
¨
|
|
|
|
|
|
|
|
|
C
Authorized Signatures — This
section must be completed for your vote to be counted. — Date and Sign Below
|
|
|
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
|
|
|
Date (mm/dd/yyyy) — Please print date below.
|
|
Signature 1 — Please keep signature within the box.
|
|
Signature 2 — Please keep signature within the box.
|
|
/ /
|
|
|
|
|
Important notice
regarding the Internet availability of
proxy materials for the Annual Meeting of Shareholders.
The annual meeting materials are
available at:
www.edocumentview.com/ABAC
▼
IF YOU HAVE NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE
▼
|
Proxy — RENMIN TIANLI GROUP, INC (formerly known as Aoxin Tianli
Group, Inc.)
|
Suite K, 12th Floor, Building A, Jiangjing Mansion
228 Yanjiang Ave., Jiang’an District, Wuhan City
Hubei Province,
China 430010
This Proxy is Solicited
on Behalf of the Board of Directors of Renmin Tianli Group, Inc.
The undersigned hereby
appoints Guolan Li and Miko Zhong, and each of them, with the power to act without the other, and with full power of substitution,
as attorneys-in-fact and proxies (the “Proxy”), to vote as designated on the reverse side all common shares of
Renmin Tianli Group, Inc. which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders
to be held on Wednesday, December 6, 2017 at 9:00 a.m., local time, at Suite K, 12th Floor, Building A, Jiangjing Mansion,
228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province, China 430010 and at any adjournment thereof.
Continued and
to be signed on reverse side
Aoxin Tianli Group, Inc. (NASDAQ:ABAC)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Aoxin Tianli Group, Inc. (NASDAQ:ABAC)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
