Suite 701, No. 333 Zhaojiabang Road

Shanghai, People’s Republic of China

Telephone: 86 21 64 22 0505

TO BE HELD AT 2:00 p.m. (Macao time) on TuesdayBAOHONG HOTEL SANYA, NO. 18 HAI YUN ROAD, SAN YA CITY

To the Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Meeting”) of Sunrise Real Estate Group, Inc., (the “Company”), which will be held at Estrada da Ponta da Cabrita, piso 8,Baohong Hotel China Coroa d’Ouro, Taipa, Golden Crown China HotelSanya, no. 18 Hai Yun Road, San Ya City on June 12, 2007November 17, 2009 at 2:002 p.m., to consider and act upon the following matters, all as more fully described in the accompanying Proxy Statement which is incorporated herein by this reference:

1 To elect a board of seven directors to serve until the next annual meeting of the Company’s shareholders or until their respective successors have been elected and qualified;

2 To ratify the selection and appointment of BDO McCabe Lo LimitedKenne Ruan as the Company’s independent public accountants for fiscal year 2007;2010; and

3 To transact such other business as may properly come before the meeting or any adjournment thereof.

Shareholders of record of the Company’s Common Stock at the close of business on April 25, 2007,September 18, 2009 the record date set by the Board of Directors, are entitled to notice of, and to vote at, the Meeting.

THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.PROMPTLY. ANY SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT ANY TIME BEFORE IT IS VOTED.

 

 

The following information is furnished in connection with the solicitation of proxies for the Annual Meeting of Shareholders (“Meeting”) of Sunrise Real Estate Group, Inc., (the “Company”), which will be held at 2:00 p.m. local time on June 12, 2007November 17, 2009 at Estrada da Ponta da Cabrita, piso 8,Baohong Hotel China Coroa d’Ouro, Taipa, Golden Crown China HotelSanya, no. 18 Hai Yun Road, San Ya City and any adjournments thereof (the “Meeting”), for the purposes stated in the Notice of Annual Meeting of Shareholders preceding this Proxy Statement.

A form of proxy is being furnished herewith by the Company to each shareholder and, in each case, is solicited on behalf of the Board of Directors of the Company (the “Board”) for use at the Meeting. Shareholders are requested to complete, date and sign the accompanying proxy and return it promptly to the Company. Your execution of the enclosed proxy will not affect your right as a shareholder to attend the

The entire cost of soliciting these proxies will be borne by the Company. The Company may pay persons holding shares in their names or the names of their nominees for the benefit of others, such as brokerage firms, banks, depositories, and other fiduciaries, for costs incurred in forwarding soliciting materials to their principals. Members of the management of the Company may also solicit some shareholders in

Proxies duly executed and returned by shareholders and received by the Company before the Meeting will be voted FOR the election of all seven of the nominees for directors specified herein and FOR the ratification of the selection and appointment of BDO McCabe Lo LimitedKenne Ruan CPA, P.C. as the Company’s independent public accountants for fiscal year 2007,2010, unless a contrary choice is specified in the proxy. Where a specification is indicated as provided in the proxy, the shares represented by the proxy will be voted and cast in accordance with the specification made. As to other matters, if any, to be voted upon, the persons designated, as proxies will take such actions as they, in their discretion, may deem advisable. The Board selected the persons named as proxies.

Only holders of record of the Company’s Common Stock at the close of business on April 25, 2007September 18, 2009 (the “Record Date”) will be entitled to notice of, and to vote at, the Meeting. On such date there were 23,001,61423,691,925 shares of Common Stock outstanding, entitled to one vote per share.

With respect to the election of directors, assuming a quorum is present, the seven candidates receiving the highest number of votes will be elected. See “Nomination and Election of Directors.” To ratify the selection and appointment of BDO McCabe Lo Limited,Kenne Ruan CPA, P.C., assuming a quorum is present, the affirmative vote of shareholders holding a majority represented at the Meeting is required. A quorum is the presence in person or by proxy of shares representing a majority of the outstanding shares of the Common Stock of the Company.

Under the Company’s bylaws and the Texas Business Corporation Act, shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee which are represented at the Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Any shares represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact in the election of directors, except to the extent that the failure to vote for an individual results in another individual receiving a larger proportion of votes. Any shares represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) with respect to the proposal to ratify the selection and appointment of BDO McCabe Lo LimitedKenne Ruan, CPA, P.C. will have the effect of a

 

The Company’s directors are to be elected at each annual meeting of shareholders. At this Meeting, seven directors are to be elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified. The Board recommends all the nominees for election as directors at this Meeting as set forth in the table below.

In the event that any of the nominees for director should become unable to serve if elected, it is intended that shares represented by proxies which are executed and returned will be voted for such substitute nominee(s) as may be recommended by the Company’s existing Board.

The seven nominees receiving the highest number of votes cast at the Meeting will be elected as the Company’s directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified.

The following table sets forth certain information concerning the nominees for election as directors.

Following is biographical information for each of the 7seven directors consisting of thetheir age, principal occupation, and other relevant information. The designation of "Affiliated" noted beside the director’s name indicates that the director is an officer or employee of Sunrise. The designation of “Independent” noted beside the director’s name indicates that the director is considered an independent director with in the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under.

Lin Chi-Jung, age 47,50, is the Chairman of the Board of Directors of SRRE. He also serves as our President and CEO and the Chairman of all of our operating subsidiaries. Mr. Lin began serving as a Director of SRRE on October 28, 2003, and was appointed Chairman on October 11, 2004. He founded Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd. (“SHXJY”) in late 2001, Shanghai Shang Yang Real Estate Consultation Co., Ltd. (“SHSY”) in early 2004 and Suzhou Gao Feng Hui Property Management Co., Ltd. (“SZGFH”) in early 2005. Under his leadership and management, SHXJY, SHSY and SZGFH have grown rapidly. Prior to establishing this property business, Mr. Lin invested in the film making and publishing businesses. In his younger days, Mr. Lin was a well known actor in Chinese communities around the world, including Mainland China, Taiwan, North America and South East Asia.

Lin Chao-Chin, age 57,60, was appointed as a director on May 23, 2005, and serves on our Compensation and Governance and Nominating Committees. He is one of the co-founders of SHXJY. Mr. Lin brings with him 28 years of real estate industry experience, particularly in the areas of agency, property investment, and development services. Prior to starting his business in Mainland China, he co-founded Taipei Xin Lian Yang Property Co. Ltd. in Taiwan in the early 1980’s. Under Mr. Lin’s leadership, this business had contracted sales of NTD 120 Billion (approx. US$ 3.4 billion) and 800 employees. In 2001 he joined Lin Chi-Jung to re-establish his career in Mainland China. Currently, Lin Chao-Chin is managing the day-to-day business operation of SHXJY. Lin Chao-Chin graduated from Taiwan Chung Yuan University with a Bachelors Degree in Business Administration.

Lin Hsin Hung, age 52,55, was appointed as an executive director on November 28, 2006. He graduated from the Economics Department of Taiwan Wen Hua College in 1981. Mr. Lin has served as the Chairman of the Board of Tian Li Manufacture Corporation, Ding Kai Industry Corporation, Hua Wei Development Corporation and an executive Director of Di Heng Capital Management Corporation.

 

Fu Xuan-Jie, age 77,80, was appointed an independent director on November 23, 2004, and serves on our Audit, Compensation, and Governance and Nominating Committees. Mr. Fu has been an attorney since February 1980 and has practiced law in his co-founded firm, Fu Xuan-Jie & Associates Law Office since April 1994. Mr. Fu specializes in corporate and international law, especially in the areas of international compensation and other financial matters. Among the clientele that Mr. Fu serves are Coca-Cola, Banque Endosuez, AT&T, and L'Oreal.

Li Xiao-Gang, age 49,52, was appointed an independent director on November 23, 2004, and serves on our Audit, Compensation, and Governance and Nominating Committees. Mr. Li graduated from Shanghai Finance and Economics University in 1984, and joined the Shanghai Academy of Social Science. In 1992, he was appointed the deputy director of the Economics Law Consultation Center of the Shanghai Academy. In 2000, he was the Director of the Foreign Investment Research Center of the Academy. From 1992 to the present, Mr. Li has served as a Director cum Deputy Secretary-General of the Shanghai Consultation Association.

Chen Ren, age 59,62, was appointed an independent director on November 23, 2004. Mr. Chen is Chairman and General Manager of Shanghai Real Estate Group of Companies. He has been involved in the Shanghai real property market for the past 15 years. Among some of the companies that he has been associated with are: Shanghai She-ye Property Ltd, Shanghai Rui Nan Property Limited, the General Manager of Shanghai Gong Zhi Jing Center and Shanghai An Ju Property Development Center.

Zhang Xi, age 36,39, was appointed an independent director on August 23, 2005, and serves as Chairman of our Audit Committee. He has a Doctorate Degree in Economics, and he is a Senior Economist, a Certified Public Accountant and a Certified Public Appraiser. He is working as a Vice President of Shanghai General Building Material Group Corporation. He has also served in Shanghai Zhonghua Audit Company as the manager of the International Department, Shanghai Zhangjiang Hi-tech Zone Development Company, Ltd. as Vice General Manager and Financial Controller, and Shanghai Zhang Jiang Semiconductor Industry Park Co., Ltd. as General Manager.

There are no family relationships among directors, executive officers, or person nominated or chosen to become the directors or executive officers.

None

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’sour executive officers, directors and persons who own more than 10% of a registered class of the Company’sour equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of these filings must be furnished to the Company. Based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ending December 31, 2006, we believe that the initial reports of all of the following directors and executive officers were late: Zhang Xi; Lin Hsin Hung; Chen Ren; Fu Xuan Jie; Lin Chi Jung; Lin Chao Chin; Art Honanyan; and Li Xiao Gang. all of our current directors2008, all Section 16(a) filing requirements applicable to the Company’sour executive officers, directors and greater than 10% beneficial owners have been met on a timely basis. Based on the reports, no director sold any Company common stock in 2006.

 

The Company’s Board has three standing committees: an Audit Committee, a Governance and Nominating Committee, and a Compensation Committee. We have a written Audit Committee Charter, a written Governance and Nominating Committee Charter and a written Compensation Committee Charter. Except for Lin Chao-Chin, all of our directors serving on our committees are “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under.

 

Our Board established the Audit Committee on August 23, 2005. The Audit Committee consists of three members, Fu Xuan-Jie, Li Xiao-Gang, and Zhang Xi, all of whom are “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under. At least one member of the Audit Committee, Zhang Xi, is a financial expert, as that term is used under Item 407(d)(5) of Regulation S-B.

Based on these reviews and discussions, the3. The Audit Committee has recommended toand the Board thatapproved to file the audited financial statements bestatement for the fiscal year 2008 has been included in the Corporation’s 2006 Annual Reportcompany’s annual report on Form 10-KSB for filing10-K and filed with the Securities and Exchange Commission.