To be held on May 18, 2018
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present, either in person or represented by proxy, at the Annual Meeting is required to approve this proposal. Abstentions will have the same effect as an “Against” vote while vote broker non-votes will have no effect on the outcome of the vote.Non-binding Advisory Vote on Executive Compensation. The affirmative vote of a majority of the shares of Common Stock present,presents, either in person or represented by proxy, and entitled to vote at the Annual Meeting is required to approve this proposal. Abstentions will have the same effect as an “Against” vote while vote broker non-votes will have no effect on the outcome of the vote.2017,2019, a stockholder proposal must be received by the Company no later than May 3, 2017December 21, 2018 and must otherwise comply with the requirements of Rule 14a-8.
Name | | | Age | | | Position | |
Gang Li | | 65 | | | Chairman, President and Chief Executive Officer | | |
Lihua Wang | | 58 | | | Director, Chief Financial Officer | | |
Mia Kuang Ching | | 52 | | | Director, Chairman of Audit Committee | | |
Jianxin (Jason) Wang | | 65 | | | Director, Chairman of Nomination Committee | | |
Zhuting Liu | | 80 | | | Director, Chairman of Compensation Committee | | |
Yongquan Bi | | | 40 | | | Director Nominee | |
Tiewei Song | | | 46 | | | Director Nominee | |
Fengsheng Tan | | | 53 | | | Director Nominee | |
Changqing Yan | | | 45 | | | Director Nominee | |
Mr.
Mr. Li was the director of Technology Innovation Department under the Liaoning Province Planning and Economy Commission as well as the Director of the Economic Operation Department under Liaoning Province Economic and Trade Commission. From April 1984 to July 1998, he participated in and helped to prepare the Eighth and the Ninth Five-Year Plan regarding the technological improvement in eight industries including energy, transportation, and other various metallurgical industries. Mr. Li has also helped to organize and implement several projects in connection with technological improvements spanning across over 500 key products, 100 major projects, 100 enterprises and 8 industries, including the famous “115 engineering project”. Due to Mr. Li’s leadership on the “115 engineering project” and as a result of the above-mentioned technological improvements, he was awarded the Enterprise Technology Advancement Award by China’s National Technology Improvement Commission.
Deputy Director for the Energy Conservation Committee under the China Energy Research Association. We believe Mr. Li’s qualifications to serve on our Board of Directors include his relationships with various government officials at local and provincial levels, and his experience in consolidating resources and ability to obtaining capital financing.
Ms.
Mr.
Mr.
Mr.
Mr. Liu received his bachelor’s degree from Liaoning Engineer Technology University. Mr. Liu is a member of the Audit and Nominating Committee and is Chairman of the Compensation Committee.
The Compensation Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at:www.nfenergy.com.
We expect all of our directors attend the 20162018 Annual Meeting of Stockholders. We do not maintain a formal policy regarding director attendance at our annual meeting of stockholders.
2017.
2018.
Mia Kuang Ching
| | | Fiscal Year Ended December 31, | | |||||||||
| | | 2017 | | | 2016 | | ||||||
Audit Fees | | | | $ | 74,500 | | | | | $ | 74,500 | | |
Audit-Related Fees | | | | | -0- | | | | | | -0- | | |
Tax Fees | | | | | -0- | | | | | | -0- | | |
All Other Fees | | | | | -0- | | | | | | -0- | | |
Total Fees | | | | $ | 74,500 | | | | | $ | 74,500 | | |
|
Fiscal Year Ended December 31, | ||||||||
2014 | 2015 | |||||||
Audit Fees | $ | 74,500 | $ | 74,500 | ||||
Audit-Related Fees | -0- | -0- | ||||||
Tax Fees | -0- | -0- | ||||||
All Other Fees | -0- | -0- | ||||||
Total Fees | $ | 74,500 | $ | 74,500 |
Audit Fees. These are fees for professional services for the audit of the Company’s annual financial statements, and for the review of the financial statements included in the Company’s filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.engagements, The amountamounts $74,500 shown for HKCMCPA in 20152017 related to (i) the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2014,2016, and (ii) the review of the financial statements included in the Company’s filings on Form 10-Q for the first, second and third quarters of 2015.2017. The amountamounts $74,500 shown for HKCMCPA in 20142016 related to (i) the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2013,2015, and (ii) the review of the financial statements included in the Company’s filings on Form 10-Q for the first, second and third quarters of 2014.
2016.
Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning. There were no tax fees billed during the years ended December 31, 20142017 or 2015.
2016.
The Company is providing stockholders with an advisory vote on executive compensation as required by Section 14A of the Exchange Act. Section 14A was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). We did not provide any compensation to our executive officers for the years ended December 31, 2014 or 2015.
Stockholders are being asked to vote on the following resolution:
RESOLVED, that the compensation paid to the Company’s executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.
This advisory vote on executive compensation, commonly referred to as a “say-on-pay” advisory vote, is not binding on our Board of Directors. However, the Board of Directors will take into account the result of the vote when determining future executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL III
Name and Address of Beneficial Owner(s) | | | Amount and Nature of Beneficial Owner(s) (1) | | | Percentage of Beneficial Ownership | | ||||||
Pelaria (2) P.O. Box 957 Offshore Incorporation Centre Road Town, Tortola, BVI | | | | | 1,540,119 | | | | | | 20.34% | | |
Cloverbay (2) P.O. Box 957 Offshore Incorporation Centre Road Town, Tortola, BVI | | | | | 834,142 | | | | | | 11.01% | | |
Gang, Li Chairman, CEO and President | | | | | 1,899,409 | | | | | | 25.08% | | |
Lihua Wang Director and CFO | | | | | 474,852 | | | | | | 6.27% | | |
Mia Kuang Ching Independent Director | | | | | 0 | | | | | | — | | |
Jianxin (Jason) Wang Independent Director | | | | | 0 | | | | | | — | | |
Zhuting Liu Independent Director | | | | | 0 | | | | | | — | | |
Yongquan Bi Director Nominee | | | | | 1,500,000 | | | | | | 19.81% | | |
Tiewei Song Director Nominee | | | | | 0 | | | | | | — | | |
Fengshen Tan Director Nominee | | | | | 0 | | | | | | — | | |
Changqing Yan Director Nominee | | | | | 0 | | | | | | — | | |
All officers, directors and director nominees as a group (9 persons) | | | | | 3,874,261 | | | | | | 51.16% | | |
Name and Address of Beneficial Owner(s) | Amount and Nature of Beneficial Owner(s)(1) | Percentage of Beneficial Ownership | ||||||
Pelaria(2) P.O. Box 957 Offshore Incorporation Centre Road Town, Tortola, BVI | 2,540,119 | 38.18 | % | |||||
Cloverbay(2) P.O. Box 957 Offshore Incorporation Centre Road Town, Tortola, BVI | 834,142 | 12.53 | % | |||||
Gang, Li Chairman, CEO and President | 2,699,409 | (3) | 40.57 | % | ||||
Lihua Wang Director and CFO | 674,852 | (4) | 10.14 | % | ||||
Mia Kuang Ching Independent Director | -0- | -0- | ||||||
Jianxin (Jason) Wang Independent Director | -0- | -0- | ||||||
Zhuting Liu Independent Director | -0- | -0- | ||||||
All officers and directors as a group (5 persons) | 3,374,261 | 50.71 | % |
Name | | | Compensation | | | Other Fees | | | Total | | |||||||||
Ming Ching | | | | $ | 24,000 | | | | | | — | | | | | $ | 24,000 | | |
Jianxin (Jason) Wang | | | | $ | 24,000 | | | | | | — | | | | | $ | 24,000 | | |
Zhuting Liu | | | | $ | 7,000 | | | | | | — | | | | | $ | 7,000 | | |
Name | Compensation | Other Fee | Total | |||||||||
Mia Kuang Ching | $ | 24,000 | — | $ | 24,000 | |||||||
Jianxin Wang | $ | 24,000 | — | $ | 24,000 | |||||||
Zhuting Liu | $ | 7,000 | — | $ | 7,000 |
2017
April 20, 2018
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Gang Li Lihua Wang Mia Kuang Ching Jianxin (Jason) Wang Zhuting Liu Yongquan Bi Tiewei Song Fengsheng Tan Changqing Yan | |
| | ☐ FOR all nominees listed at left (except as written below to the contrary) | |
| | ☐ WITHHOLD AUTHORITY TO VOTE for all at left | | |
| | ☐ FOR | | | ☐ AGAINST | | | ☐ ABSTAIN | |
The shares represented by this proxy will be voted as directed by the undersigned stockholder. If no direction is given, such shares will be voted “FOR” the nominees listed in Proposal 1, “FOR” Proposal 2 “FOR” Proposal 3 and in the discretion of the proxy holder(s) with respect to other matters properly brought before the meeting, including any adjournments thereof.
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| | | | | | Date: , 2018 Signature if held jointly: Note: When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | | |