UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
(Amendment No.1)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the
Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (As Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy
Statement
[_] Definitive Additional Materials
[_] Soliciting Material
under Rule 14a-12
CHINA NUTRIFRUIT GROUP
LIMITED
(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):
[_]
No fee required
[_] Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
(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.
[_] 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)
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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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EXPLANATORY NOTE
This Definitive Proxy Statement on Schedule 14A (Amendment No.
1) is being filed as Amendment No. 1 to our Definitive Proxy Statement on
Schedule 14A (Schedule 14A), which was originally filed with the Securities
and Exchange Commission on February 23, 2012. We are filing this Amendment No. 1
to change the record date for the determination of stockholders who are entitled
to notice of and to vote at the meeting from February 14, 2012 to March 8, 2012.
We are also changing the mailing date from February 29, 2012 to March 9, 2012.
For the convenience of the reader, this Amendment No. 1 sets forth the entire
Schedule 14A and only amends and restates the information described above.
CHINA NUTRIFRUIT GROUP LIMITED
No. 12 XinFa Street,
Industrial Zone 3, Daqing Hi-Tech
Industrial Development Zone
Daqing, Heilongjiang 163316
Peoples
Republic of China
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 29, 2012
Dear Stockholder:
Notice is hereby given that the Annual Meeting of Stockholders
(the
Meeting
) of China Nutrifruit Group Limited, a Nevada corporation
(the
Company
), will be held on Thursday, March 29, 2012, at 9:00 a.m.,
local time, at the offices of the Company located at No. 12 XinFa Street,
Industrial Zone 3, Daqing Hi-Tech Industrial Development Zone, Daqing,
Heilongjiang 163316, Peoples Republic of China for the following purposes:
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1.
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To elect four persons to the Board of Directors of the
Company, each to serve until the next annual meeting of stockholders of
the Company or until such person shall resign, be removed or otherwise
leave office;
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2.
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To ratify the selection by the Audit Committee of HLB
Hodgson Impey Cheng as the Companys independent registered public
accounting firm for the fiscal year ending March 31, 2012; and
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3.
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To transact such other business as may properly come
before the Meeting or any adjournment thereof.
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Only shareholders of record of our common stock or Series A
Convertible Preferred Stock at the close of business on March 8, 2012, the
record date fixed by the Board of Directors, are entitled to notice of and to
vote at the meeting and any adjournment or postponement thereof.
A Proxy Statement describing the matters to be considered at
the Meeting is attached to this Notice. Our 2011 Annual Report accompanies this
Notice, but it is not deemed to be part of the Proxy Statement.
Your vote is important. Whether or not you plan to attend
the meeting, I hope that you will vote as soon as possible. You may vote your
shares by either completing, signing and returning the accompanying proxy card
or casting your vote via a toll-free telephone number or over the
Internet.
Sincerely,
/s/Colman
Cheng
Colman Cheng
Corporate Secretary
2
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON MARCH 29, 2012
This Notice and Proxy Statement and our 2011 Annual Report are
available online at the website located on your proxy card.
3
TABLE OF CONTENTS
ABOUT THE MEETING AND VOTING
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1
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EXECUTIVE OFFICER
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3
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SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
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4
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PROPOSAL 1 - ELECTION OF DIRECTORS
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5
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CORPORATE GOVERNANCE
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7
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EXECUTIVE COMPENSATION
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10
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
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11
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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN
CONTROL PERSONS
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12
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PROPOSAL 2 RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS
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14
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STOCKHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING
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15
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ANNUAL REPORT ON FORM 10-K
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15
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REPORT OF THE AUDIT COMMITTEE
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15
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OTHER MATTERS
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16
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4
CHINA NUTRIFRUIT GROUP LIMITED
No. 12 XinFa Street,
Industrial Zone 3, Daqing Hi-Tech
Industrial Development Zone
Daqing, Heilongjiang 163316
Peoples
Republic of China
__________
PROXY STATEMENT
__________
The Board of Directors of China Nutrifruit Group Limited, a
Nevada corporation (the
Company
or
we
) is furnishing this
Proxy Statement and the accompanying proxy to you to solicit your proxy for the
2011 Annual Meeting of Stockholders (the
Meeting
). The Meeting will be
held on Thursday, March 29, 2012, at 9:00 a.m., local time, at the offices of
the Company located at No. 12 XinFa Street, Industrial Zone 3, Daqing Hi-Tech
Industrial Development Zone, Daqing, Heilongjiang 163316, Peoples Republic of
China.
The approximate date on which the Proxy Statement and proxy
card are intended to be sent or given to stockholders is March 9, 2012.
The purposes of the Meeting are to seek stockholder approval of
two proposals: (i) electing four directors to the Board and (ii) ratifying the
appointment of the Companys accountants for fiscal year 2012.
ABOUT THE MEETING AND VOTING
Who May Vote
Only holders of record of our common stock, $0.001 par value
(the Common Stock) and holders of record of our Series A Convertible Preferred
Stock, par value $0.001 per share (Series A Preferred Stock) as of the close
of business on March 8, 2012 (the Record Date) are entitled to notice and
to vote at the Meeting and any adjournment or postponement thereof. Holders of
our Series A Preferred Stock will vote on an as converted basis together with
holders of our Common Stock as a single class in connection with each of the
proposals in this proxy statement. As of the Record Date, 36,915,762shares of
our Common Stock and 330,860 shares of our Series A Preferred Stock were issued
and outstanding and entitled to vote. Each share of Common Stock is entitled to
one vote on all matters to be voted upon at the Meeting and each share of Series
A Preferred Stock is entitled to 10 votes on all matters to be voted upon at the
Meeting.
A list of stockholders entitled to vote at the Meeting will be
available at the Meeting, and will also be available for ten days prior to the
Meeting, during office hours, at the executive offices of the Company at No. 12
XinFa Street, Industrial Zone 3, Daqing Hi-Tech Industrial Development Zone,
Daqing, Heilongjiang 163316, Peoples Republic of China.
The presence at the Meeting of holders of a majority of our
shares outstanding (counting our Series A Preferred Stock on an as converted
basis) as of the Record Date, in person or by proxy, is required for a quorum.
Should you submit a proxy, even though you abstain as to one or more proposals,
or you are present in person at the Meeting, your shares shall be counted for
the purpose of determining if a quorum is present.
Broker non-votes are included for the purposes of determining
whether a quorum of shares is present at the Meeting. A broker non-vote occurs
when a nominee holder, such as a brokerage firm, bank or trust company, holding
shares of record for a beneficial owner does not vote on a particular proposal
because the nominee holder does not have discretionary voting power with respect
to that item and has not received voting instructions from the beneficial
owner.
1
Voting
Whether you hold shares directly as a registered stockholder of
record or beneficially in street name, you may vote without attending the
meeting. You may vote by granting a proxy or, for shares held beneficially in
street name, by submitting voting instructions to your stockbroker, trustee or
nominee. In most cases, you will be able to do this by using the Internet or
telephone or by mail. If you attend the meeting and prefer to vote at that time,
you may do so.
By Internet
If you have Internet access, you
may submit your proxy via the Internet by following the instructions provided on
your proxy card or voting instruction card.
By Telephone or Mail
You may submit your proxy
by telephone by following the instructions provided on your proxy card or voting
instruction card. Voting by telephone is not available to persons outside of the
United States.
The shares represented by any proxy duly given will be voted at
the Meeting in accordance with the instructions of the stockholder. If no
specific instructions are given, the shares will be voted FOR
the
election of the nominees for directors set forth herein and FOR
ratification of HLB Hodgson Impey Cheng as the Companys independent
registered public accounting firm. In addition, if other matters come before the
Meeting, the persons named in the accompanying proxy card will vote in
accordance with their best judgment with respect to such matters.
Under Proposal 1 (Election of Directors), the four candidates
for election as directors at the Meeting are uncontested. In uncontested
elections, directors are elected by a plurality of the votes cast at the
meeting. Proposal 2 (Ratification of Independent Auditors) requires the vote of
a majority of the shares present in person or by proxy and voting at the
Meeting.
Abstentions and broker non-votes will not be counted as votes
in favor of a matter being voted on, and will also not be counted as shares
voting on such matter. Accordingly, abstentions and broker non-votes will have
no effect on the voting on matters (such as the election of directors and the
ratification of the selection of the independent registered public accounting
firm) that require the affirmative vote of a plurality or a majority of the
votes cast.
The persons named as attorneys-in-fact in the proxies, Changjun
Yu and Colman Cheng were selected by the Board of Directors and are executive
officers of the Company. All properly executed proxies returned in time to be
counted at the Meeting will be voted by such persons at the Meeting.
Aside from the matters described in this proxy statement, the
Board of Directors knows of no other matters to be presented at the Meeting. If
any other matter should be presented at the Meeting upon which a vote properly
may be taken, shares represented by all proxies received by the Board of
Directors will be voted with respect thereto in accordance with the judgment of
the persons named as attorneys-in-fact in the proxies.
Revoking Your Proxy
Even if you execute a proxy, you retain the right to revoke it
and to change your vote by notifying us at any time before your proxy is voted.
Mere attendance at the meeting will not revoke a proxy. Such revocation may be
effected by calling the toll-free telephone number identified in the Notice, or
by accessing the Internet website specified in the Notice, or in writing by
execution of a subsequently dated proxy, or by a written notice of revocation,
sent to the attention of the Secretary at the address of our principal office
set forth in the Notice of Annual Meeting of Stockholders accompanying this
Proxy Statement, or by attending and voting in person at the Meeting. Unless
revoked, the shares represented by timely received proxies will be voted in
accordance with the directions given therein.
If the Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Meeting, all proxies will be voted in the same
manner as the proxies would have been voted at the previously convened Meeting
(except for any proxies that have at that time effectively been revoked or
withdrawn), even if the proxies had been effectively voted on the same or any
other matter at a previous Meeting.
Solicitation of Proxies
The expenses of solicitation of proxies will be paid by the
Company. We may solicit proxies by mail, and the officers and employees of the
Company, who will receive no extra compensation therefore, may solicit proxies
personally or by telephone. The Company will reimburse brokerage houses and other nominees for
their expenses incurred in sending proxies and proxy materials to the beneficial
owners of shares held by them.
2
Delivery of Proxy Materials to Households
The SEC has adopted rules that allow a company to deliver a
single proxy statement or annual report to an address shared by two or more of
its stockholders. This method of delivery, known as householding, permits us
to realize significant cost savings, reduces the amount of duplicate information
stockholders receive, and reduces the environmental impact of printing and
mailing documents to you. Under this process, certain stockholders of record who
do not participate in electronic delivery of proxy materials will receive only
one copy of our proxy materials and any additional proxy materials that are
delivered until such time as one or more of these stockholders notifies us that
they want to receive separate copies. Any stockholders who object to or wish to
begin householding may contact Colman Cheng, our Corporate Secretary, orally by
telephoning (86) 459-8972870 or in writing at China Nutrifruit Group Limited,
No. 12 XinFa Street, Industrial Zone 3, Daqing Hi-Tech Industrial Development
Zone, Daqing, Heilongjiang 163316, Peoples Republic of China. We will send an
individual copy of the proxy statement to any stockholder who revokes their
consent to householding within 30 days of our receipt of such revocation.
Interest of Officers and Directors in Matters to Be Acted
Upon
Management and directors of the Company have an interest in
matters that will be acted upon at the Annual Meeting to the extent that they
are named as nominees for election to the Board.
EXECUTIVE OFFICERS
Set forth below are the names of the Companys current officers
and significant employees, their ages, all positions and offices that they hold
with the Company, the period during which they have served as such, and their
business experience during at least the last five years.
NAME
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AGE
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POSITION
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TERM AS OFFICER
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OF COMPANY
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Changjun Yu
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39
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Chairman, Chief Executive
Officer and President
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August 14, 2008 - present
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Colman Cheng
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43
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Chief Financial Officer, Treasurer and
Secretary
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August 14, 2008 - present
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Aijun Wang
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46
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Vice President of Sales
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October 19, 2010 present
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Changjun Yu
. Mr. Yu is the founder of our operating
subsidiary Daqing Longheda Food Company Limited (
Longheda
) and has
served as the chairman of the Companys Board of Directors since the completion
of the reverse acquisition of Fezdale Investments Limited (
Fezdale
) on
August 14, 2008. On July 3, 2010, Mr. Yu was named the Companys chief executive
officer and president. Mr. Yu has been the chairman of Longheda since its
formation in 2004. From 2001 to 2003, Mr. Yu was the vice president of sales of
Haerbin Shengjinlai Economic and Technology Development Co. Ltd. From 1997 to
2000, He served as the vice president of production and then vice president of
sales of Shandong Qingzhou Dajinxing Aviation Beverage Co. Ltd. Mr. Yu has not
held any other public company directorship during the past five years.
Sing Kau (Colman) Cheng.
Mr. Cheng has been the
Companys Chief Financial Officer, Treasurer and Secretary since the completion
of the reverse acquisition of Fezdale on August 14, 2008 and the Chief Financial
Officer of Longheda since August 2007. From August 2006 to June 2007, he served
as an investment manager of KAB Asia Limited. From October 2004 to August 2006,
he was a financial controller and company secretary of A&K Education
Software Holdings Limited, a GEM listed company in Hong Kong. From February 2003
to October 2004, he was a senior auditor of CCIF CPA Limited. Mr. Cheng received
a bachelors degree in Accounting from Edith Cowan University in Australia and
is an associate member of both the Hong Kong Institute of Certified Public
Accountants and CPA Australia. Mr. Cheng has not held any other public company
directorship during the past five years.
Aijun Wang.
Mr. Wang has been the Companys Vice
President of Sales since October 19, 2010. Before joining the Company, he served
as general manager of sales at Mu Danjiang Jianxin Cement Limited from August
2008 to June 2010 where he was responsible for sales and marketing activities.
Mr. Wang also worked at Mu Danjiang Cement Lime Mining for approximately 20
years, most recently as mine manager, responsible for operations. He holds a
bachelors degree in economics and management from the Chinese Central Communist
Party University.
3
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors, executive
officers and stockholders who own more than ten percent of the outstanding
Common Stock of the Company to file with the SEC reports of ownership and
changes in ownership of voting securities of the Company and to furnish copies
of such reports to us. Based solely on our review of copies of such reports
filed with the SEC by and written representations of our directors and executive
offers, the following individuals were late in filing one or more Section 16(a)
forms during fiscal year ended March 31, 2011: (i) a late Form 3 report filed by
Ng Kwan Mo on April 28, 2010; (ii) a late Form 4 report filed by Ng Kwan Mo on
April 28, 2010 to report the sale of 1,158,000 shares of common stock; (iii) a
late Form 3 report filed by Bestsucceed Ltd. on April 28, 2010; (iv) a late Form
4 report filed by Bestsucceed Ltd. on April 28, 2010 to report the sale of
1,158,000 shares of common stock; and (v) a late Form 3 report filed by Zhang
Jizeng on July 16, 2010.
4
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is responsible for establishing broad
corporate policies and monitoring the overall performance of the Company. It
selects the Companys executive officers, delegates authority for the conduct of
the Companys day-to-day operations to those officers, and monitors their
performance. Members of the Board keep themselves informed of the Companys
business by participating in Board and Committee meetings, by reviewing analyses
and reports, and through discussions with the Chairman and other officers. See
Governance and Nominating Committee below for a discussion of the process for
selecting directors.
There are currently four directors serving on the Board. At the
Meeting, four directors will be elected. The individuals who have been nominated
for election to the Board at the Meeting are listed in the table below. Each of
the nominees is a current director of the Company.
If, as a result of circumstances not now known or foreseen, any
of the nominees is unavailable to serve as a nominee for director at the time of
the Meeting, the holders of the proxies solicited by this Proxy Statement may
vote those proxies either (i) for the election of a substitute nominee who will
be designated by the proxy holders or by the present Board or (ii) for the
balance of the nominees, leaving a vacancy. Alternatively, the size of the Board
may be reduced accordingly. The Board has no reason to believe that any of the
nominees will be unwilling or unable to serve, if elected as a Director.
The four nominees for election as directors are uncontested. In
uncontested elections, directors are elected by plurality of the votes cast at
the meeting.
Proxies submitted on the accompanying proxy card will be voted
for the election of the nominees listed below, unless the proxy card is marked
otherwise
.
The Board of Directors recommends a vote FOR the election of
the nominees listed below.
NOMINEES
The names, the positions with the Company and the ages as of
the Record Date of the individuals who are our nominees for election as
directors are:
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Position with the
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Term as Director of
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Name
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Age
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Company
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Company
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Changjun Yu
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39
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Chairman, Chief Executive
Officer and President
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August 14, 2008 - present
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Jingfu Li
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68
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Director
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June 11, 2009 - present
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Chun Wai Chan
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39
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Director
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June 11, 2009 - present
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Jizeng Zhang
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63
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Director
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July 3, 2010 - present
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Director Qualifications
Directors are responsible for overseeing the Companys business
consistent with their fiduciary duty to shareholders. This significant
responsibility requires highly-skilled individuals with various qualities,
attributes and professional experience. The Board believes that there are
general requirements for service on the Companys Board that are applicable to
all directors and that there are other skills and experience that should be
represented on the Board as a whole but not necessarily by each director. The
Board and the Governance and Nominating Committee consider the qualifications of
directors and director candidates individually and in the broader context of the
Boards overall composition and the Companys current and future needs.
Qualifications for All Directors
In its assessment of each potential candidate, including those
recommended by shareholders, the Governance and Nominating Committee considers
the nominees judgment, integrity, experience, independence, understanding of
the Companys business or other related industries and such other factors the
Governance and Nominating Committee determines are pertinent in light of the
current needs of the Board. The Governance and Nominating Committee also takes
into account the ability of a director to devote the time and effort necessary
to fulfill his or her responsibilities to the Company.
5
The Board and the Governance and Nominating Committee require
that each director be a recognized person of high integrity with a proven record
of success in his or her field. Each director must demonstrate innovative
thinking, familiarity with and respect for corporate governance requirements and
practices, an appreciation of multiple cultures and a commitment to
sustainability and to dealing responsibly with social issues. In addition to the
qualifications required of all directors, the Board assesses intangible
qualities including the individuals ability to ask difficult questions and,
simultaneously, to work collegially.
The Board does not have a specific diversity policy, but
considers diversity of race, ethnicity, gender, age, cultural background and
professional experiences in evaluating candidates for Board membership.
Diversity is important because a variety of points of view contribute to a more
effective decision-making process.
Qualifications, Attributes, Skills and Experience to be
Represented on the Board as a Whole
The Board has identified particular qualifications, attributes,
skills and experience that are important to be represented on the Board as a
whole, in light of the Companys current needs and business priorities. The
Companys businesses are primarily conducted in China, and significant areas of
future growth are located in China. Therefore, the Board believes that
international experience, specific knowledge of key geographic growth areas and
diversity of professional experiences should be represented on the Board. The
Companys business is multifaceted and involves complex financial transactions.
Therefore, the Board believes that the Board should include some directors with
a high level of financial literacy and some directors who possess relevant
business experience. Our business involves a highly specialized industry, and,
the Board therefore believes that extensive knowledge of the Companys business
and the food processing industry should be represented on the Board.
Biographical Information and Summary of Qualifications of
2012 Nominees for Director
Changjun Yu
. Mr. Yu is the founder of our operating
subsidiary Longheda and has served as the chairman of the Companys board of
directors since the completion of the reverse acquisition of Fezdale on August
14, 2008. On July 3, 2010, Mr. Yu was named as the Companys chief executive
officer and president. Mr. Yu has been the chairman of our subsidiary Longheda
since its formation in 2004. From 2001 to 2003, Mr. Yu was the vice president of
sales of Haerbin Shengjinlai Economic and Technology Development Co. Ltd. From
1997 to 2000, He served as the vice president of production and then vice
president of sales of Shandong Qingzhou Dajinxing Aviation Beverage Co. Ltd. Mr.
Yu has over 14 years of experience in the food industry. Mr. Yu was selected to
serve as a director on the board in connection with his leadership, business
management skills as well as vision and strategic experience, which he has
acquired from his management roles in prior years. Mr. Yu has not held any other
public company directorship during the past five years.
Jingfu Li.
Mr. Li has over 40 years of teaching
experience in the subject of horticulture. For the last 18 years, Mr. Li has
been working as a professor and doctoral advisor at the Northeast Agricultural
University in China. He has also served key roles in horticulture related
organizations, such as chairman of the Horticultural Society of Heilongjiang
Province, editor of Journal of Chinese Vegetables, member of Crop Varieties
Validation Committee in Heilongjiang Province, executive director of the
Horticultural Society of China, and chairman of Tomato Branch of the Society of
Horticulture in China. Mr. Li graduated from Northeast Agricultural University
(formerly known as Northeast Agricultural College) with a Bachelors in Science
degree in Horticulture. His outstanding contributions have been well recognized
by the government and he has been awarded with governmental allowance by the
State Council and first prize in Scientific Technology Advancement for
export-oriented vegetables, new varieties of hybrid technology and breeding in
Heilongjiang Province. Mr. Li was appointed as the Companys director on June
11, 2009. Mr. Li was selected to serve as a director on the Companys board in
connection with his knowledge and extensive experience of over 40 years in the
horticulture industry. Mr. Li has not held any other public company directorship
during the past five years.
Chun Wai (Tony) Chan.
Mr. Chan has extensive experience
in general assurance and business advisory services in both Hong Kong and China.
Moreover, Mr. Chan has over extensive experience in public listings in Hong Kong
and Singapore, mergers and acquisition as well as corporate finance. Mr. Chan is
a Certified Public Accountant in Hong Kong, Australia and an International
Associate of American Institute of CPAs. Since 2004, Mr. Chan has been working
as a director of a CPA practice. He holds a Masters degree in business
administration. Mr. Chan is the independent non-executive director of four
public companies listed on the Hong Kong Stock Exchange: Hans Energy Company
Limited, Honbridge Holdings Limited, Oriental City Group Holdings Limited and
Wai Chun Mining Industry Group Company Limited. Mr. Chan was appointed as the
Companys director on June 11, 2009 and he is the chairman of the Companys
Audit and Governance and Nominating Committee. Mr. Chan was selected to serve as
a director on the Companys board in connection with his substantial experience
in providing general assurance and business advisory services, and his
experience as a director of several public companies, which provide him with a
unique perspective and expertise with respect to accounting and financial reporting. Other than noted above, Mr.
Chan has not held any other public company directorship during the past five
years.
6
Jizeng Zhang
. Mr. Zhang joined the Companys subsidiary
Longheda in 2004 as the administration supervisor and was subsequently promoted
to be the administrative officer in 2005. He is responsible for the Companys
daily administrative duties. Mr. Zhang has over 24 years of experience as a
police officer in Inner Mongolia where his most recent position was the Head of
Police Department at Da Yang Shu County, Inner Mongolia. From the experience of
being the Head of Police Department, Mr. Zhang has extensive leadership
experience and is able to provide effective administrative controls to the
Company. Mr. Zhang has not held any other public company directorship during the
past five years.
General Information
For information as to the shares of the Common Stock held by
each nominee, see Security Ownership of Certain Beneficial Owners and
Management below. All directors will hold office for the terms indicated, or
until their earlier death, resignation, removal or disqualification, and until
their respective successors are duly elected and qualified. There are no
arrangements or understandings between any of the nominees, directors or
executive officers and any other person pursuant to which any of our nominees,
directors or executive officers have been selected for their respective
positions. No nominee, member of the Board of Directors or executive officer is
related to any other nominee, member of the Board of Directors or executive
officer.
CORPORATE GOVERNANCE
Our current corporate governance practices and policies are
designed to promote stockholder value. We are committed to the highest standards
of corporate ethics and diligent compliance with financial accounting and
reporting rules. Our Board provides independent leadership in the exercise of
its responsibilities. Our management oversees a system of internal controls and
compliance with corporate policies and applicable laws and regulations, and our
employees operate in a climate of responsibility, candor and integrity.
Corporate Governance Guidelines
We and our Board are committed to high standards of corporate
governance as an important component in building and maintaining stockholder
value. To this end, we regularly review our corporate governance policies and
practices to ensure that they are consistent with the high standards of other
companies. We also closely monitor guidance issued or proposed by the SEC and
the provisions of the Sarbanes-Oxley Act, as well as the emerging best practices
of other companies. The current corporate governance guidelines are available on
the Companys website
www.chinanutrifruit.com
.
Printed copies of our corporate governance guidelines may be obtained, without
charge, by contacting the Corporate Secretary, China Nutrifruit Group Limited,
No. 12 XinFa Street, Industrial Zone 3, Daqing Hi-Tech Industrial Development
Zone, Daqing, Heilongjiang 163316, Peoples Republic of China.
The Board and Committees of the Board
The Company is governed by the Board which currently consists
of four members: Changjun Yu, Chun Wai Chan, Jingfu Li and Jizeng Zhang. The
Board has established three Committees: the Audit Committee, the Compensation
Committee, and the Governance and Nominating Committee. Each of the Audit
Committee, Compensation Committee and the Governance and Nominating Committee
are comprised entirely of independent directors. From time to time, the Board
may establish other committees. The Board has adopted a written charter for each
of the Committees which are available on the Companys website
www.chinanutrifruit.com
. Printed copies of these
charters may be obtained, without charge, by contacting the Corporate Secretary,
China Nutrifruit Group Limited, No. 12 XinFa Street, Industrial Zone 3, Daqing
Hi-Tech Industrial Development Zone, Daqing, Heilongjiang 163316, Peoples
Republic of China.
Governance Structure
On July 3, 2010, our previous Chief Executive Officer Mr.
Jinglin Shi resigned from all of his positions with the Company due to health
reasons and our Chairman Mr. Changjun Yu was appointed as the new Chief
Executive Officer. The Board of Directors believes that, at this time, having a
combined Chief Executive Officer and Chairman is the appropriate leadership
structure for the Company. In making this determination, the Board of Directors
considered, among other matters, Mr. Yus experience of having been the Chairman
of our subsidiary Longheda since its formation in 2004 and his extensive
experience and knowledge in the food industry, and felt that his experience,
knowledge, and personality allowed him to serve ably as both Chairman and Chief
Executive Officer. Among the benefits of a combined Chief Executive
Officer/Chairman considered by the Board of Directors is that such structure
promotes clearer leadership and direction for our Company and allows for a
single, focused chain of command to execute our strategic initiatives and
business plans.
7
We encourage our shareholders to learn more about our Companys
governance practices at our website,
www.chinanutrifruit.com
.
The Boards Role in Risk Oversight
The Board oversees that the assets of the Company are properly
safeguarded, that the appropriate financial and other controls are maintained,
and that the Companys business is conducted wisely and in compliance with
applicable laws and regulations and proper governance. Included in these
responsibilities is the Board of Directors oversight of the various risks
facing the Company. In this regard, the Board seeks to understand and oversee
critical business risks. The Board does not view risk in isolation. Risks are
considered in virtually every business decision and as part of the Companys
business strategy. The Board recognizes that it is neither possible nor prudent
to eliminate all risk. Indeed, purposeful and appropriate risk-taking is
essential for the Company to be competitive on a global basis and to achieve its
objectives.
While the Board oversees risk management, Company management is
charged with managing risk. The Company has internal processes and controls
which are designed to identify and manage risks and to communicate with the
Board. The Board and the Audit Committee monitor and evaluate the effectiveness
of the internal controls and the risk management program. Management
communicates routinely with the Board, Board Committees and individual directors
on the significant risks identified and how they are being managed. Directors
are free to, and indeed often do, communicate directly with senior management.
The Board implements its risk oversight function both as a
whole and through Committees. Much of the work is delegated to various
Committees, which meet and report back to the full Board. All Committees play
significant roles in carrying out the risk oversight function. In particular:
-
The Audit Committee oversees risks related to the Companys financial
statements, the financial reporting process, accounting and legal matters. The
Audit Committee oversees the internal audit function and the Companys ethics
programs, including the codes of ethics. The Audit Committee members meet
separately with representatives of the independent auditing firm.
-
The Compensation Committee evaluates the risks and rewards associated with
the Companys compensation philosophy and programs. The Compensation Committee
reviews and approves compensation programs with features that mitigate risk
without diminishing the incentive nature of the compensation. Management
discusses with the Compensation Committee the procedures that have been put in
place to identify and mitigate potential risks in compensation.
Independent Directors
In considering and making decisions as to the independence of
each of the directors of the Company, the Board considered transactions and
relationships between the Company (and its subsidiaries) and each director (and
each member of such directors immediate family and any entity with which the
director or family member has an affiliation such that the director or family
member may have a material indirect interest in a transaction or relationship
with such entity). The Board has determined that the following members of the
Board are independent as defined in applicable SEC and NYSE Amex rules and
regulations, and that each constitutes an Independent Director as defined in
Section 803 of the NYSE Amex Company Guide, and that such members constitute a
majority of the entire Board: Chun Wai Chan and Jingfu Li.
Audit Committee
Our Audit Committee consists of our two independent directors,
Chun Wai Chan and Jingfu Li. The Audit Committee oversees our accounting and
financial reporting processes and the audits of the financial statements of our
company. Our board of directors has determined that Mr. Chan qualifies as an
audit committee financial expert as defined in Item 407(d)(5) of Regulation
S-K promulgated by the SEC and that he is financially literate and independent
in accordance with the requirements of the SEC and the NYSE Amex.
8
The Audit Committee is responsible for, among other things:
-
selecting our independent auditors and pre-approving all auditing and
non-auditing services permitted to be performed by our independent auditors;
-
reviewing with our independent auditors any audit problems or difficulties
and managements response;
-
reviewing and approving all proposed related-party transactions, as
defined in Item 404 of Regulation S-K under the Securities Act of 1933, as
amended;
-
discussing the annual audited financial statements with management and our
independent auditors;
-
reviewing major issues as to the adequacy of our internal controls and any
special audit steps adopted in light of significant internal control
deficiencies;
-
meeting separately and periodically with management and our internal and
independent auditors; and
-
such other matters that are specifically delegated to our Audit Committee
by our Board from time to time.
Compensation Committee
Our Compensation Committee consists of Chun Wai Chan and Jingfu
Li, each of whom is independent as that term is defined under the NYSE Amex
Company Guide. Our Compensation Committee assists the board in reviewing and
approving the compensation structure of our directors and executive officers,
including all forms of compensation to be provided to our directors and
executive officers. Our chief executive officer may not be present at any
committee meeting during which his compensation is deliberated. The Compensation
Committee is responsible for, among other things:
-
approving and overseeing the compensation package for our executive
officers;
-
reviewing and making recommendations to the board with respect to the
compensation of our directors;
-
reviewing and approving corporate goals and objectives relevant to the
compensation of our chief executive officer, evaluating the performance of our
chief executive officer in light of those goals and objectives, and setting
the compensation level of our chief executive officer based on this
evaluation; and
-
reviewing periodically and making recommendations to the board regarding
any long-term incentive compensation or equity plans, programs or similar
arrangements, annual bonuses, employee pension and welfare benefit plans.
The Compensation Committee has sole authority to retain and
terminate outside counsel, compensation consultants retained to assist the
Compensation Committee in determining the compensation of the Chief Executive
Officer or senior executive officers, or other experts or consultants, as it
deems appropriate, including sole authority to approve the firms fees and other
retention terms. The Compensation Committee may also form and delegate authority
to subcommittees and may delegate authority to one or more designated members of
the Compensation Committee. The Compensation Committee may from time to time
seek recommendations from the executive officers of the Company regarding
matters under the purview of the Compensation Committee, though the authority to
act on such recommendations rests solely with the Compensation Committee.
Governance and Nominating Committee
Our Governance and Nominating Committee consists of Chun Wai
Chan and Jingfu Li, each of whom is independent as that term is defined under
the NYSE Amex Company Guide. The Governance and Nominating Committee assists the
board of directors in identifying individuals qualified to become our directors
and in determining the composition of the board and its committees. The
Governance and Nominating Committee is responsible for, among other things:
-
identifying and recommending to the board nominees for election or
re-election to the board, or for appointment to fill any vacancy;
-
reviewing annually with the board the current composition of the board in
light of the characteristics of independence, age, skills, experience and
availability of service to us;
-
identifying and recommending to the board the directors to serve as
members of the boards committees; and
-
monitoring compliance with our code of business conduct and ethics.
Board, Committee and Annual Meeting Attendance
During the fiscal year ended March 31, 2011, the Board held six
meetings and acted by written consent two times.
9
Each director attended at least 75% of all Board and applicable
Committee meetings. In addition, our non-management directors, all of which are
independent directors, meet in executive session, presided over by Mr. Chan,
following some of the Board meetings. We encourage our directors to attend our
annual meeting of shareholders, but we do not have a formal policy requiring
them to do so.
Our directors are expected to attend Board meetings as
frequently as necessary to properly discharge their responsibilities and to
spend the time needed to prepare for each such meeting.
Code of Ethics
The Board has adopted a Code of Ethics that applies to the
Companys directors, officers and employees. A copy of this policy is available
via our website at
www.chinanutrifruit.com
.
Printed copies of our Code of Ethics may be obtained, without charge, by
contacting the Corporate Secretary, China Nutrifruit Group Limited, No. 12 XinFa
Street, Industrial Zone 3, Daqing Hi-Tech Industrial Development Zone, Daqing,
Heilongjiang 163316, Peoples Republic of China. During the fiscal year ended
March 31, 2011, there were no waivers of our Code of Ethics.
Communication with Directors or Non-Management Directors
Our Board will give appropriate attention to written
communications that are submitted by shareholders, and will respond if and as
appropriate. The Company has a process for shareholders and other interested
parties who wish to communicate with the Board of Directors or non-management
directors. Shareholders and other interested parties who wish to communicate
with the Board or an individual director, including our non-management directors
as a group, may write to the Corporate Secretary, China Nutrifruit Group
Limited, No. 12 XinFa Street, Industrial Zone 3, Daqing Hi-Tech Industrial
Development Zone, Daqing, Heilongjiang 163316, Peoples Republic of China. These
communications will be reviewed by one or more employees of the Company
designated by the Board, who will determine whether they should be presented to
the Board. The purpose of this screening is to allow the Board to avoid having
to consider irrelevant or inappropriate communications.
EXECUTIVE COMPENSATION
Summary Compensation Table 2011 and 2010
The following table sets forth information concerning all cash
and non-cash compensation awarded to, earned by or paid to the named persons for
services rendered in all capacities during the noted periods. No other executive
officer received total annual salary and bonus compensation in excess of
$100,000.
Name and Principal
Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
Changjun
Yu
CEO and President
|
2011
|
116,449
|
-
|
-
|
-
|
-
|
116,449
|
2010
|
87,741
|
-
|
-
|
-
|
-
|
87,741
|
Jinglin Shi,
CEO and President*
|
2011
|
22,394
|
-
|
-
|
-
|
-
|
22,394
|
2010
|
83,586
|
-
|
-
|
-
|
-
|
83,586
|
*
Mr. Shi resigned from all positions he held with
the Company on July 3, 2010 due to personal reasons and our chairman Changjun Yu
replaced Mr. Shi as the new chief executive officer and president of the
Company.
Employment Agreements
On July 3, 2010, our subsidiary Fezdale entered into an
employment agreement with Changjun Yu, our chairman and newly appointed Chief
Executive Officer and President. Under the employment agreements, as amended,
Mr. Yu will receive an annual salary of RMB 960,000. Mr. Yu is subject to
customary confidentiality and non-competition covenants as provided in the
employment agreement.
10
On July 30, 2008, our subsidiary Fezdale entered into an
employment agreement with Jinglin Shi, our former Chief Executive Officer and
President. Under the employment agreement, Fezdale agreed to pay Mr. Shi an
annual salary of RMB 600,000 and Mr. Shi agreed to be subject to customary
confidentiality and non-competition covenants. On July 3, 2010, Mr. Shi resigned
from all positions he held with the Company due to personal reasons and our
chairman Changjun Yu replaced Mr. Shi as the new chief executive officer and
president of the Company. Mr. Shi did not receive any severance payment in
connection with his resignation.
We have not provided retirement benefits (other than a state
pension scheme in which all of our employees in China participate) or severance
or change of control benefits to our named executive officer.
Compensation of Directors
The table below sets forth the compensation of our directors
for the fiscal year ended March 31, 2011:
Name
|
Paid in
|
Awards ($)
|
Awards ($)
|
($)
|
($)
|
Total ($)
|
|
Cash ($)
|
|
|
|
|
|
Chun Wai (Tony) Chan
|
20,000
|
-
|
-
|
-
|
-
|
20,000
|
William Haus
|
24,000
|
-
|
-
|
-
|
-
|
24,000
|
Jingfu Li
|
8,958
|
-
|
-
|
-
|
-
|
8,958
|
Chun Wai (Tony) Chan, William Haus and Jingfu Li were appointed
as our directors effective as of June 11, 2009. We entered into separate
indemnification agreements with each of them. Under the terms of the
indemnification agreements, we agreed to indemnify the independent directors
against expenses, judgments, fines, penalties or other amounts actually and
reasonably incurred by the independent director in connection with any
proceeding if the independent director acted in good faith and in our best
interests. It is our practice to reimburse our directors for reasonable travel
expenses related to attendance at board of directors and committee meetings.
On June 11, 2009, we entered into independent director
agreement with each of Chun Wai (Tony) Chan, William Haus and Jingfu Li. Under
the terms of the agreements, the Company agreed to pay Mr. Chan an annual fee of
$20,000, Mr. Haus an annual fee of $24,000 and Mr. Li an annual fee of RMB
60,000, as compensation for the services provided by them as directors of the
Company. The payment will be made on a quarterly basis.
On December 29, 2011, William P. Haus resigned as the director
and a member and chairman of the Compensation Committee of the Board.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding beneficial
ownership of our common stock as of February 22, 2012 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Unless otherwise specified, the address of each of the persons set
forth below is in care of China Nutrifruit Group Limited, No. 12 XinFa Street,
Industrial Zone 3, Daqing Hi-Tech Industrial Development Zone, Daqing,
Heilongjiang, China 163316.
11
Name and Address of
Beneficial
Owner
|
Office, If Any
|
Title of Class
|
Amount and
Nature of
Beneficial
Ownership
(1)
|
Percent of
Class
(2)
|
Officers and Directors
|
Changjun Yu
|
Chairman, CEO, and President
|
Common stock, $0.001 par value
|
0
|
*
|
Jizeng Zhang
|
Director
|
Common stock, $0.001 par value
|
0
|
*
|
Jingfu Li
|
Director
|
Common stock, $0.001 par value
|
0
|
*
|
Tony Chan
|
Director
|
Common stock, $0.001 par
value
|
0
|
*
|
Colman Cheng
|
Chief Financial Officer, Treasure and Secretary
|
Common stock, $0.001 par value
|
0
|
*
|
Aijun Wang
|
Vice President of Sales
|
Common stock, $0.001 par
value
|
0
|
*
|
All officers and directors as a group (6 persons named
above)
|
|
Common stock, $0.001 par value
|
0
|
*
|
5% Security Holders
|
Yiu Fai Kung
(3)
|
|
Common stock, $0.001 par value
|
21,116,815
|
57.2%
|
Honouryear Limited
(4)
|
|
Common stock, $0.001 par
value
|
15,517,217
|
42.0%
|
Bestsucceed Limited
(5)
|
|
Common stock, $0.001 par value
|
7,892,063
|
21.4%
|
* Less than 1%
(1)
|
Beneficial ownership is determined in accordance with the
rules of the SEC and includes voting or investment power with respect to
the ordinary shares.
|
|
|
(2)
|
A total of 36,915,762 shares of Common Stock as of
February 22, 2012 are considered to be outstanding pursuant to SEC Rule
13d-3(d)(1). For each beneficial owner above, any options exercisable
within 60 days have been included in the denominator.
|
|
|
(3)
|
Includes 15,517,217 shares owned by Honouryear Limited of
which Yiu Fai Kung is the director and sole owner and has voting and
investment control over the securities held by it.
|
|
|
(4)
|
Yiu Fai Kung is the director and sole owner of Honouryear
Limited and has voting and investment control over the securities held by
it.
|
|
|
(5)
|
Kwan Mo Ng is the director and sole owner of Bestsucceed
Limited and has voting and investment control over the securities held by
it.
|
Changes in Control
There are no arrangements known to us, including any pledge by
any person of our securities, the operation of which may at a subsequent date
result in a change in control of the Company.
TRANSACTIONS WITH RELATED PERSONS,
PROMOTERS AND CERTAIN
CONTROL PERSONS
Except as set forth below, since the beginning of the 2010
fiscal year, there has not been any transaction, nor is there 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 (other than compensation described under Executive Compensation).
12
On January 6 and 26, 2011, our chairman, CEO and president
Changjun Yu loaned RMB 4,000,000 and RMB 2,200,000 (approximately $946,550 in
total) to our subsidiary Daqing Senyang for working capital purpose,
respectively. The loan is unsecured, interest free and payable on demand.
Promoters and Certain Control Persons
We did not have any promoters at any time during the past five
fiscal years.
13
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
AUDITORS
The Audit Committee has selected HLB Hodgson Impey Cheng
(
HLB
) to serve as the independent registered public accounting firm of
the Company for the fiscal year ending March 31, 2012. HLB was the Companys
independent registered public accounting firm for the fiscal years ending March
31, 2011, 2010, 2009 and 2008.
We are asking our stockholders to ratify the selection of HLB
as our independent registered public accounting firm. Although ratification is
not required by our bylaws or otherwise, the Board is submitting the selection
of HLB to our stockholders for ratification as a matter of good corporate
practice. In the event our stockholders fail to ratify the appointment, the
Audit Committee may reconsider this appointment.
The Company has been advised by HLB that neither the firm nor
any of its associates had any relationship with the Company other than the usual
relationship that exists between independent registered public accountant firms
and their clients during the last fiscal year. Representatives of HLB will be
available via teleconference during the Meeting, at which time they may make any
statement they consider appropriate and will respond to appropriate questions
raised at the Meeting.
Independent Registered Public Accounting Firms Fees
The following is a summary of the fees billed to the Company by
its principal accountants for professional services rendered for the fiscal
years ended March 31, 2011 and 2010:
|
|
Fiscal Year Ended March 31,
|
|
|
|
2011
|
|
|
2010
|
|
Audit Fees
|
$
|
416,148
|
|
$
|
241,268
|
|
Audit-Related Fees
|
|
-
|
|
|
-
|
|
Tax Fees
|
|
-
|
|
|
-
|
|
All Other Fees
|
|
-
|
|
|
-
|
|
TOTAL
|
$
|
416,148
|
|
$
|
241,268
|
|
Audit Fees consisted of the aggregate fees billed for
professional services rendered for the audit of our annual financial statements
and the reviews of the financial statements included in our Forms 10-Q and for
any other services that were normally provided in connection with our statutory
and regulatory filings or engagements.
Audit Related Fees consisted of the aggregate fees billed for
professional services rendered for assurance and related services that were
reasonably related to the performance of the audit or review of our financial
statements and were not otherwise included in Audit Fees.
Tax Fees consisted of the aggregate fees billed for
professional services rendered for tax compliance, tax advice and tax planning.
Included in such Tax Fees were fees for preparation of our tax returns and
consultancy and advice on other tax planning matters.
All Other Fees consisted of the aggregate fees billed for
products and services provided and not otherwise included in Audit Fees, Audit
Related Fees or Tax Fees.
Pre-Approval Policies and Procedures
Under the Sarbanes-Oxley Act of 2002, all audit and non-audit
services performed by our auditors must be approved in advance by our Board of
Directors to assure that such services do not impair the auditors independence
from us. In accordance with its policies and procedures, our Board of Directors
pre-approved the audit service performed by HLB for our financial statements as
of and for the year ended March 31, 2012.
The Board of Directors recommends a vote FOR ratification of
the selection of HLB Hodgson Impey Cheng as the Companys independent registered
public accounting firm for the fiscal year ending March 31, 2012.
14
STOCKHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING
If you wish to have a proposal included in our proxy statement
for next years annual meeting in accordance with Rule 14a-8 under the Exchange
Act, your proposal must be received by the Corporate Secretary of China
Nutrifruit Group Limited at No. 12 XinFa Street, Industrial Zone 3, Daqing
Hi-Tech Industrial Development Zone, Daqing, Heilongjiang 163316, Peoples
Republic of China, no later than the close of business on March 31, 2012. A
proposal which is received after that date or which otherwise fails to meet the
requirements for stockholder proposals established by the SEC will not be
included. The submission of a stockholder proposal does not guarantee that it
will be included in the proxy statement.
ANNUAL REPORT ON FORM 10-K
We will provide without charge to each person solicited by this
Proxy Statement, on the written request of such person, a copy of our Annual
Report on Form 10-K, including the financial statements and financial statement
schedules, as filed with the SEC for our most recent fiscal year. Such written
requests should be directed to China Nutrifruit Group Limited, c/o Corporate
Secretary, No. 12 XinFa Street, Industrial Zone 3, Daqing Hi-Tech Industrial
Development Zone, Daqing, Heilongjiang 163316, Peoples Republic of China. A
copy of our Annual Report on Form 10-K is also made available on our website
after it is filed with the SEC.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board is comprised of three
non-employee Directors, each of whom has been determined by the Board to be
independent under the meaning of Rule 10A-3(b)(1) under the Exchange Act. The
Board has determined, based upon an interview of Chun Wai Chan and a review of
Mr. Chans responses to a questionnaire designed to elicit information regarding
his experience in accounting and financial matters, that Mr. Chan shall be
designated as an Audit Committee financial expert within the meaning of Item
401(e) of SEC Regulation S-K, as Mr. Chan has past employment experience in
finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in his financial
sophistication. The Audit Committee assists the Boards oversight of the
integrity of the Companys financial reports, compliance with legal and
regulatory requirements, the qualifications and independence of the Companys
independent registered public accounting firm, the audit process, and internal
controls. The Audit Committee operates pursuant to a written charter adopted by
the Board. The Audit Committee is responsible for overseeing the corporate
accounting and financing reporting practices, recommending the selection of the
Companys registered public accounting firm, reviewing the extent of non-audit
services to be performed by the auditors, and reviewing the disclosures made in
the Companys periodic financial reports. The Audit Committee also reviews and
recommends to the Board that the audited financial statements be included in the
Companys Annual Report on Form 10-K.
Following the end of the fiscal year ended March 31, 2011, the
Audit Committee (1) reviewed and discussed the audited financial statements for
the fiscal year ended March 31, 2011 with Company management; (2) discussed with
the independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards), as may be modified or
supplemented; and (3) received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
the independent accountant its independence.
Based on the review and discussions referred to above, the
Audit Committee had recommended to the Board of Directors that the audited
financial statements be included in the Companys Annual Report on Form 10-K for
the fiscal year ended March 31, 2011 for filing with the SEC.
/s/ The Audit
Committee
Chun Wai Chan
Jingfu Li
15
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
has no knowledge of any business which will be presented for consideration at
the Meeting other than the election of directors and the ratification of the
appointment of the accountants of the Company. Should any other matters be
properly presented, it is intended that the enclosed proxy card will be voted in
accordance with the best judgment of the persons voting the proxies.
The Report of the Audit Committee set forth in this proxy
statement shall not be deemed to be soliciting material or to be filed with
the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the
liabilities of Section 18 of the Exchange Act. In addition, it shall not be
deemed incorporated by reference by any statement that incorporates this proxy
statement by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act (other than our Annual Report on Form 10-K, where
it shall be deemed to be furnished), whether made before or after the date
hereof, except to the extent that we specifically incorporate this information
by reference.
February 28, 2012
|
By Order of the Board of Directors
|
|
|
|
/s/ Colman
Cheng
|
|
Colman Cheng
|
|
Corporate Secretary
|
16
CHINA NUTRIFRUIT GROUP LIMITED
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 29, 2012
This Proxy is Solicited on Behalf of the Board of
Directors
The undersigned stockholder of China Nutrifruit Group Limited,
a Nevada corporation (the Company), acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, dated February 28, 2012, and
hereby constitutes and appoints Changjun Yu and Colman Cheng, or either of them
acting singly in the absence of the other, with full power of substitution in
either of them, the proxies of the undersigned to vote with the same force and
effect as the undersigned all shares of the Companys Common Stock and Series A
Convertible Preferred Stock which the undersigned is entitled to vote at the
2011 Annual Meeting of Stockholders to be held on March 29, 2012, and at any
adjournment or adjournments thereof, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said proxies may do or
cause to be done by virtue thereof with respect to the following matters:
The undersigned hereby instructs said proxies or their
substitutes:
1.
|
Elect as Directors the nominees listed below:
[_]
|
|
Changjun Yu
|
|
Jizeng Zhang
|
|
Chun Wai Chan
|
|
Jingfu Li
|
Withhold authority for the
following:
[_]
Changjun Yu
[_]
Jizeng Zhang
[_]
Chun Wai Chan
[_]
Jingfu Li
2.
|
Approve the ratification of HLB Hodgson Impey Cheng as
the Companys accountant for fiscal year 2012.
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|
FOR [_
]
|
AGAINST [_
]
|
ABSTAIN
[_]
|
3.
|
In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting, and any
adjournment or adjournments thereof.
|
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR
ALL NOMINEES AND
FOR
THE RATIFICATION OF THE
SELECTION OF HLB HODGSON IMPEY CHENG, AS THE COMPANYS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS. IN THEIR DIRECTION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING THE
ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS WHERE A NOMINEE NAMED IN THE
PROXY STATEMENT DATED FEBRUARY 28, 2012 IS UNABLE TO SERVE OR WILL NOT SERVE.
I (we) acknowledge receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement dated February 28, 2012, and the 2011
Annual Report to Stockholders and ratify all that the proxies, or either of
them, or their substitutes may lawfully do or cause to be done by virtue hereof
and revoke all former proxies.
Please sign, date and mail this proxy immediately in the
enclosed envelope.
Name ________________________
Name
(if joint)
_____________________________
Date
_________________________
Please sign your name exactly as it
appears hereon. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as it appears hereon. When signing as
joint tenants, all parties in the joint tenancy must sign. When a proxy is given
by a corporation, it should be signed by an authorized officer and the corporate
seal affixed. No postage is required if returned in the enclosed envelope.
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