(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 27, 2013, China Housing & Land Development, Inc.'s (the "Company")
2013 Annual Meeting of Stockholders (the "Annual Meeting") was held. The
following seven (7) directors were elected to serve on the board of directors
until the next annual meeting of stockholders of the Company or until such
person shall resign, be removed or otherwise leave office, whose resumes are
attached as follows:
Mr. Pingji Lu, Chairman of the Board of Directors
Mr. Pingji Lu has served as the Chairman of the Board since joining the Company
in September 1999. In addition, Mr. Lu was the founder of Lanbo Financial
Investment Company Group Limited, where he was the Chairman of the Board and
Chief Executive Officer from its formation in September 2003 until its merger
with Lanbo Financial Group, Inc., after which Mr. Lu served as the Chairman of
the Board and Chief Executive Officer of Lanbo Financial Group, Inc. until
December 2005. Prior to that Mr. Lu was the Chairman of the Board and Chief
Executive Officer of Xi'an Newstar Real Estate Development Co., Ltd. from 1998
and where he previously served as General Manager from 1992 to 2003. From
February 1968 to December 1999, Mr. Lu held various positions in the Chinese
military, including soldier, Director of Barrack Administration, Supervisor, and
Senior Colonel. Mr. Lu is a member of the Enterprise Credit Association of
Shaanxi Province. Mr. Lu graduated from Xi'an Army College with a degree in
architectural engineering. On January 12, 2009, Mr. Lu resigned as Chief
Executive Officer but has remained as Chairman of the Company. We believe Mr.
Pingji Lu, the founder of the Company, has the most extensive knowledge and
experience in the real estate industry within the Company and that such
knowledge and experience qualify him for the Chairman position.
Mr. Xiaohong Feng, Chief Executive Officer & Director
Mr. Xiaohong Feng has served as the Chief Operating Officer and a Director of
the Company since joining the Company in January 2003. In addition, Mr. Xiaohong
Feng was a Director of Lanbo Financial Group, Inc. from November 2004 until
December 2005. Previously, from 2003-2004, Mr. Feng served as President and a
Director of Xi'an Newstar Real Estate Development Co., Ltd. From June 1996 to
December 2002, Mr. Feng was General Manager and President of Xi'an Honghua
Industry, Inc. He is a member of the China Architecture Association, Vice
President of the Shaanxi Province Real Estate Association, and Vice Director of
the Xi'an Decoration Association. Mr. Feng received a master's degree in
architecture science from Xi'an Architecture & Technology University in 1990. On
January 12, 2009, Mr. Feng was appointed Chief Executive Officer of the Company.
We believe Mr. Xiaohong Feng has extensive real estate knowledge and experience,
as well as a strong architecture background. In addition, his role as Chief
Executive Officer provides him with intimate knowledge of our operations and the
markets in which we conduct our business. It is for these qualities that he was
selected to serve on the Board.
Mr. Cangsang Huang, Chief Financial Officer & Director
Mr. Cangsang Huang has served as a Director since October 2009, and beginning in
October 2008, served first as Assistant Chief Financial Officer and then Chief
Financial Officer of the Company. Mr. Huang worked at Cantor Fitzgerald
from 2006 until 2007 and played an active role in several public financings for
companies in the transportation/shipping sectors as well as several U.S. listed
publicly-traded Chinese companies. In 2007, Mr. Huang worked for Merriman Curhan
& Ford Inc. ("Merriman") followed by Collins Stewart LLC ("Collins Stewart"). He
helped set up Merriman and Collins Stewart's China banking practices and
participated in several China related financing transactions. From 2001 to 2004,
Mr. Huang worked in Guangzhou, China with China Communication Construction
Company Limited (1800.HK) as a project manager where he provided financial
advisory services to both private and state-owned companies and participated in
multiple multi-billion RMB infrastructure projects. Mr. Huang graduated from
Shanghai Maritime University with a degree in transportation economics and has a
master's degree in statistics from Columbia University. We believe Mr. Cangsang
Huang is qualified to serve on the Board because he has extensive investment
banking experience, and extensive knowledge of U.S. capital markets.
Mr. Heung Sang Fong, Independent Director
Mr. Fong has served as an independent Director of the Company since September of
2010. He also serves as Chief Financial Officer, Corporate Secretary, and
Director of China Electric Motor Inc. ("China Electric"). Mr. Fong has served as
China Electric's Chief Financial Officer and Corporate Secretary since June 2010
and as a Director of China Electric since January 2010. From February 2009 to
March 2010, Mr. Fong served as the Chief Financial Officer and as a Director of
Apollo Solar Energy, Inc. (OTCBB: ASOE). From December 2006 to January 2009, Mr.
Fong served as the Executive Vice President of Corporate Development of Fuqi
International, Inc. (NASDAQ: FUQI). From January 2004 to November 2006, Mr. Fong
served as the Managing Partner of Iceberg Financial Consultants, a financial
advisory firm based in China that advises Chinese clients in capital raising
activities in the United States. From December 2001 to December 2003, Mr. Fong
was the Chief Executive Officer of Holley Communications, a Chinese company that
engaged in CDMA chip and cell phone design. From March 2002 to March 2004, he
served as Chief Financial Officer of Pacific Systems Control Technology, Inc.
From May 2001 to November 2001, Mr. Fong was the Director of Finance of
PacificNet, Inc., a customer relationship management, mobile internet,
e-commerce and gaming technology company based in China. Mr. Fong graduated from
the Hong Kong Baptist College with a diploma in History in 1982. He also
received an MBA from the University of Nevada at Reno in 1989 and a master's
degree in Accounting from the University of Illinois at Urbana Champaign in
1993. Mr. Fong's long and varied business career, including service as a CFO and
Director of a publicly-traded company, as well as his financial and accounting
experience as a U.S. CPA and knowledge of capital markets qualify him to serve
on the Board.
Mr. Yusheng Lin, Independent Director
Mr. Yusheng Lin has served as an independent Director of our Company since
October of 2011. Mr. Lin is currently the Executive Director of Kingworld
Medicines Group Ltd. (01110.HK) ("KMG"). He has been the deputy general manager
of SZK since June 2006. He is primarily responsible for the capital management
and the operations of KMG, a company that he joined in August of 2009. He has
more than 10 years of experience in the pharmaceutical industry. From 1999 to
2004, he worked at Xi'an Lijun Pharmaceutical Company Limited ("XLPC"), which is
principally engaged in the manufacture and sale of pharmaceutical products in
the PRC. XLPC is a wholly owned subsidiary of Lijun International Pharmaceutical
(Holding) Company Limited (2005.HK) ("XLPC Parent"), a company listed on the
Hong Kong Stock Exchange which, together with its subsidiaries, is engaged in
the research, development, manufacture and sale of finished medicines and bulk
pharmaceutical products to hospitals and distributors. Mr. Lin held the position
of vice president of XLPC Parent from 2004 to 2006. From 2005 to 2006, he also
held the position of chairman of XLPC. In 1989, he obtained a bachelor's degree
in philosophy from Yanan University. He received a master's degree in business
administration from Hong Kong Polytechnic University in 2006. We believe Mr.
Lin's wealth of business experience enable him to effectively contribute as a
member of the Board.
Mr. Suiyin Gao, Independent Director
Mr. Suiyin Gao has served as an independent Director of our Company since
October 2007. He has over 30 years of experience in human resources and
management consulting. Mr. Gao is currently the head of the Shaanxi Senior
Talent Office, which is affiliated with the Shaanxi provincial government and is
focused on corporation management, consultation and human resources services.
Mr. Gao is the founder and chairman of Shaanxi Management Member Club, one of
the largest manager clubs in Shaanxi province. Mr. Gao is currently an
independent director of six enterprises, and also has acted as a senior
consultant to more than twenty enterprises. Previously, beginning in 1973, Mr.
Gao worked in government service. In 1998, Mr. Gao received his MBA from
Northwest University in China. We believe Mr. Gao's qualifications to serve
on the Board include his extensive knowledge and experience in human resources
and management consulting as well as his knowledge of our industry.
Mr. Albert McLelland, Independent Director
Mr. Albert McLelland has served as an independent Director since February 2009.
He also serves as the Chairman of the Board's Audit Committee.
In 2011 he served as Chairman of the Special Committee for the sale of for China
Fire & Security Group, Inc. to Bain Capital. From 2008 until its sale, Mr.
McLelland served as an independent Director and Chairman of the Audit Committee
of the Board of Directors for China Fire & Security Group, Inc. Mr. McLelland
also served as an independent Director of Yanglin Soybean, Inc.
Since 2001, he has been a Senior Managing Director of AmPac Strategic Capital,
LLC, a boutique merchant bank focusing on originating and executing cross border
transactions in China. Prior to founding AmPac, Albert was a Director of
Financial Advisory Services at PricewaterhouseCoopers' (PwC) and member of the
Chairman's Key Account Management (KAM) team, responsible for the day-to-day
operations of their cross border transactions group operating during the Asian
Financial Crisis. Mr. McLelland, from 1993 to 1998, founded and became the
Managing Director of Pearl Delta Capital Corporation, a specialty investment
bank located in Taipei, Taiwan. Pearl Delta Capital Corporation focused on
raising funds and executing cross border transactions from direct investments to
mergers and acquisitions for or with Greater China-based venture capital firms.
Prior to that, he was in charge of corporate finance at CEF Taiwan Limited, the
Taiwan branch of a large regional merchant bank that was a joint venture between
Canadian Imperial Bank and Cheung Kong (a leading Hong Kong conglomerate). He
began his investment banking career at Shearson Lehman underwriting bond issues.
He has also serves as an Adjunct Professor teaching "Venturing in China" at the
Caruth Institute for Entrepreneurship at the Cox School of business at Southern
Methodist University and as a guest lecturer at the Fudan University School of
Management in Shanghai. He holds an MBA from the University of Chicago and a
Master's Degree in International Affairs from Columbia University. He completed
his undergraduate studies at the University of South Florida and studied
Mandarin at the National Normal University in Taiwan. He has also earned a
Certificate of Director Education from the National Association of Corporate
Directors. We believe Mr. McLelland's wealth of finance and business experience
enables him to effectively contribute as a member of the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the Company's stockholders at the
(1) The election of seven (7) directors to hold office until the next annual
meeting of stockholders or until their respective successors have been duly
elected and qualified.
The votes regarding the election of the persons named above as directors were as
NOMINEE FOR WITHHELD
Pingji Lu 24,428,761 796,400
Xiaohong Feng 24,428,961 796,200
Cangsang Huang 24,428,961 796,200
Yusheng Lin 24,428,961 796,200
Heung Sang Fong 24,428,961 796,200
Albert McLelland 24,428,961 796,200
Suiyin Gao 24,428,761 796,400
(2) The proposal to approve, on an advisory basis, the compensation of the
Company's named executive officers, as described in the Company's 2013 proxy
The proposal was approved by the votes set forth in the table below:
FOR AGAINST ABSTAIN
24,480,496 12,295 732,370
(3) The proposal to recommended, on an advisory basis, to hold an advisory vote
on the compensation of the Company's named executive officers on an one, two
or three year, basis.
The result of the voting was three years by the votes set forth in the table
THREE YEARS TWO YEARS ONE YEAR ABSTAIN
19,271,093 25,300 5,197,098 11,270
(4) The proposal to ratify the selection of the Company's independent registered
public accounting firm.
The proposal was approved by the votes set forth in the table below:
FOR AGAINST ABSTAIN
31,802,215 201,234 734,536