SCHEDULE
14A INFORMATION
(Amendment
No. 9)
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 ☐
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the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14A-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-11(c)
or §240.14a-12
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Sharing
Economy International Inc.
(Name
of Registrant as Specified In Its Charter)
N.A.
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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
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Fee paid previously with
preliminary materials.
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SHARING
ECONOMY INTERNATIONAL INC.
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
,
2019
NOTICE
IS HEREBY GIVEN that the 2018 annual meeting of stockholders of Sharing Economy International Inc., a Nevada corporation (the
“Company”), will be held at Loeb & Loeb LLP, 21st Floor, CCB Tower, 3 Connaught Road Central, Hong Kong, on ,
2019, at 2:00 P.M. local time. At the meeting, you will be asked to vote on:
(1)
The election of five (5) directors to serve until the next annual meeting of stockholders and until their successors are elected
and qualified;
(2)
To amend the Company’s 2016 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of common
stock, par value $0.001 per share (the “Shares”) authorized for issuance under the Plan from 125,000 to 2,500,000
Shares;
(3)
To amend the Company’s Articles of Incorporation to increase the number of Shares which the Company is authorized to issue
to 250,000,000 Shares, and to increase the number of shares of Preferred Stock which the Company is authorized to issue to 50,000,000
shares of Preferred Stock; and
(4)
The transaction of such other and further business as may properly come before the meeting.
The
Board of Directors has fixed the close of business on , 2019 as the record date for the determination of stockholders entitled
to notice of and to vote at the annual meeting. A list of stockholders of record on the record date will be available for inspection
by stockholders at the office of the Corporation, No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu
Province, People’s Republic of China 214181, during the ten (10) days prior to the meeting.
The
enclosed proxy statement contains information pertaining to the matters to be voted on at the annual meeting.
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By order of the Board of Directors,
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Jianhua Wu
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Chief Executive Officer
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Wuxi,
China
, 2019
THIS
MEETING IS VERY IMPORTANT TO US AND TO OUR STOCKHOLDERS. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS DESCRIBED ON
THE ENCLOSED PROXY CARD. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE ENCLOSED PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE
BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A
LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
SHARING
ECONOMY INTERNATIONAL INC.
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China 214181
PROXY
STATEMENT
Annual
Meeting of Stockholders
,
2019
The
accompanying proxy and this proxy statement have been prepared by our management for the Board of Directors. Your proxy is being
solicited by the Board of Directors for use at the 2018 annual meeting of stockholders to be held at Loeb & Loeb LLP, 21st
Floor, CCB Tower, 3 Connaught Road Central, Hong Kong, on , 2019 at 2:00 P.M., local time, or at any adjournment thereof. This
proxy statement contains information about the matters to be considered at the meeting or any adjournments or postponements of
the meeting and is first being mailed to stockholders, on or about , 2019. In this proxy statement, we refer to Sharing Economy
International Inc. as “the Company,” “we,” “us,” our” and word of similar import.
ABOUT
THE MEETING
What
is being considered at the meeting?
You
will be voting for:
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The
election of five (5) directors to serve until the next annual meeting of stockholders and until their successors are elected and
qualified;
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To
amend the Company’s 2016 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of common stock,
par value $0.001 per share (the “Shares”) authorized for issuance under the Plan from 125,000 to 2,500,000 Shares;
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To
amend the Company’s Articles of Incorporation to increase the number of Shares which the Company is authorized to issue
from 12,500,000 Shares to 250,000,000 Shares, and to increase the number of shares of preferred stock, par value $0.001 per share
(the “Preferred Stock”) which the Company is authorized to issue from 10,000,000 shares of Preferred Stock to 50,000,000
shares of Preferred Stock; and
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The
transaction of such other and further business as may properly come before the meeting.
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Who
is soliciting your proxy?
Your
proxy is being solicited by our Board of Directors.
Who
is entitled to vote at the meeting?
You
may vote if you owned Shares as of the close of business on , 2019, which is the record date for determining who is eligible to
vote at the annual meeting. Each Share is entitled to one (1) vote.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most
of our stockholders hold their Shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share
certificates in their own name. As summarized below, there are some distinctions between Shares held of record and those owned
beneficially.
Stockholder
of Record
If,
on the record date, your Shares were registered directly in your name with our transfer agent, Empire Stock Transfer, Inc., you
are a “stockholder of record” who may vote at the annual meeting, and we are sending these proxy materials directly
to you. As the stockholder of record, you have the right to direct the voting of your Shares by returning the enclosed proxy card
to us or to vote in person at the annual meeting. Whether or not you plan to attend the annual meeting, please complete, date
and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial
Owner
If,
on the record date, your Shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered
the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your
broker or nominee who is considered the stockholder of record for purposes of voting at the annual meeting. As the beneficial
owner, you have the right to direct your broker on how to vote your Shares and to attend the annual meeting. However, since you
are not the stockholder of record, you may not vote these Shares in person at the annual meeting unless you receive a valid proxy
from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage
firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed
with this proxy statement; however, you will not be able to vote in person at the annual meeting.
How
do I vote?
(1)
You may vote by mail. You may vote by mail by completing, signing and dating your proxy card and returning it in the enclosed,
postage-paid and addressed envelope. If we receive your proxy card prior to the annual meeting and if you mark your voting instructions
on the proxy card, your Shares will be voted:
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according
to the best judgment of the proxies if a proposal comes up for a vote at the annual meeting that is not on the proxy card.
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If
you return a signed card, but do not provide voting instructions, your Shares will be voted:
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for
the election of Messrs. Che Chung Anthony Chan, Jianhua Wu, Cho Fu Li and Shao Yuan Guo, and Ms. Ying Ying Wong, who are the nominees
of the Board of Directors, as directors;
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to approve the amendment
to the Company’s Plan to increase the number of Shares authorized for issuance under the Plan from 125,000 to 2,500,000
Shares;
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to approve the amendment
to the Company’s Articles of Incorporation to increase the number of Shares which the Company is authorized to issue
from 12,500,000 Shares to 250,000,000 Shares, and to increase the number of shares of Preferred Stock which the Company is
authorized to issue from 10,000,000 shares of Preferred Stock to 50,000,000 shares of Preferred Stock; and.
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according
to their best judgment if a proposal comes up for a vote at the annual meeting that is not on the proxy card.
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(2)
You may vote in person at the annual meeting. We will pass out written ballots to anyone who wants to vote at the annual meeting.
However, if you hold your Shares in street name, you must bring to the annual meeting a valid proxy from the broker, bank or other
nominee holding your shares that confirms your beneficial ownership of the Shares and gives you the right to vote your Shares.
Holding Shares in street name means you hold them through a brokerage firm, bank or other nominee, and therefore the shares are
not held in your individual name. We encourage you to examine your proxy card closely to make sure you are voting all of your
Shares in the Company.
How
does the board of directors recommend that I vote?
The
Board of Directors unanimously recommends that you vote in favor of the Board of Directors’ nominees for director and in
favor of the other proposals being brought before the meeting as set forth in this proxy statement.
Can
I change my mind after I vote?
Yes,
you may change your mind at any time before the polls close at the meeting. You can change your vote by signing another proxy
with a later date and returning it to us prior to the meeting or by voting again at the meeting. If your Shares are held in a
brokerage account, you must provide your broker with instructions as to any changes in the voting instructions which you previously
provided to your broker.
What
if I sign and return my proxy card but I do not include voting instructions?
If
you sign your proxy card and return it to us but you do not include voting instructions as to any proposal, your proxy will be
voted FOR the election of the board of directors’ nominees for directors and FOR all proposals put before our stockholders
at the annual meeting.
What
does it mean if I receive more than one proxy card?
It
means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these Shares. We recommend that
you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address.
Our transfer agent is Empire Stock Transfer, Empire Stock Transfer Inc., 1859 Whitney Mesa Dr., Henderson, NV 89014.
Will
my Shares be voted if I do not provide my proxy?
If
your Shares are held in a brokerage account, they may be voted if you provide your broker with instructions as to how you want
your Shares voted. Your broker will send you instructions as to how you can vote shares that are held in your brokerage account.
If you do not give your broker instructions as to how you want your shares to be voted, then your Shares will not be voted either
for the election of directors or any of the proposals being voted on at the meeting.
If
you hold your Shares directly in your own name, they will only be voted if you either sign and deliver a proxy or attend and vote
at the meeting.
How
many votes must be present to hold the meeting?
In
order for us to conduct our meeting, we must have a quorum. We will have a quorum, and be able to conduct the meeting, if one-third
of our outstanding Shares as of , 2019, are present at the meeting. Your Shares will be counted as being present at the meeting
if you attend the meeting or if you properly return a proxy by mail or if you give your broker voting instructions and the broker
votes your Shares.
On
the record date, , 2019,
we had Shares outstanding.
We will have a quorum if
Shares are present and voting at the annual meeting.
What
vote is required to elect directors?
Directors
are elected by a plurality of the votes cast, which means that, as long as a quorum is present, the five (5) nominees for director
who receive the most votes will be elected. Abstentions will have no effect on the voting outcome with respect to the election
of directors.
How
many votes are required for approval of amendment to the Company’s Plan?
The
proposal to approve the amendment to the Company’s Plan to increase the number of Shares authorized for issuance under the
Plan from 125,000 to 2,500,000 Shares requires the affirmative vote of a majority of the votes cast at the annual meeting. Abstentions
and broker non-votes will not be counted as “for” or “against” the approval of the amendment to the Plan
and thus will have no effect on the proposal.
How
many votes are required to approve the amendment to the Company’s Articles of Incorporation?
The
proposal to approve the amendment to the Company’s Articles of Incorporation to increase the number of Shares which the
Company is authorized to issue to 250,000,000 Shares and 50,000,000 shares of Preferred Stock requires the affirmative vote of
a majority of the issued and outstanding Shares on the record date. Abstentions and broker non-votes will count as votes against
this proposal.
How
many votes are required to approve other matters that may come before the stockholders at the annual meeting?
An
affirmative vote of a majority of the votes cast at the annual meeting is required for approval of all other items being submitted
to the stockholders for their consideration.
Who
is paying the cost of the meeting?
We
will pay for preparing, printing and mailing this proxy statement. Proxies may be solicited on our behalf by our directors, officers
or employees in person or by telephone, electronic transmission and facsimile transmission. We will reimburse banks, brokers and
other custodians, nominees and fiduciaries for their out-of-pocket costs of sending the proxy materials to our beneficial owners.
We estimate our costs at approximately $25,000.
Is
my vote kept confidential?
Proxies,
ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary
to meet legal requirements.
Where
do I find the voting results of the annual meeting?
We
will announce voting results at the annual meeting and file a current report on Form 8-K announcing the voting results of the
annual meeting.
Who
can help answer my questions?
You
can contact Mr. Parkson Yip by email at parkson.yip@seii.com, with any questions about proposals described in this Proxy Statement
or how to execute your vote.
ELECTION
OF DIRECTORS
Directors
are elected annually by the stockholders to serve until the next annual meeting of stockholders and until their respective successors
are duly elected. Our Bylaws provide that the number of directors comprising the whole board shall be determined from time to
time by the Board. The size of the Board for the ensuing year is five (5) directors. Our nominating committee recommended, and
our Board of Directors accepted the committee’s recommendation, that the directors named below be elected. If any nominee
becomes unavailable for any reason, a situation which is not anticipated, a substitute nominee may be proposed by the board, and
any Shares represented by proxy will be voted for the substitute nominee, unless the Board reduces the number of directors.
Our
current Board consists of Ping Kee Lau, Jianhua Wu, Cho Fu Li, Xue Leng and Ying Ying Wong. Messrs. Lau and Leng will not stand
for election at the annual meeting. Messrs. Che Chung Anthony Chan, Wu, Li and Shao Yuan Guo and Ms. Wong were recommended by
our nominating committee for election to the Board of Directors at the annual meeting. If Mr. Chan is elected as a director to
serve until our next annual meeting of shareholders, he will replace Mr. Wu as Chairman of the Board. The following table sets
forth certain information concerning the Board of Directors’ nominees for directors:
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Name
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Age
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Position
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Director
Since
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Jianhua Wu
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63
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Chairman
of the Board and Chief Executive Officer
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November 2007
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Che Chung Anthony Chan
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47
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Director
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Director Nominee
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Cho
Fu Li1,2,3
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42
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Director
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December
2017
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Shao Yuan Guo1,2,3
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61
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Merchant
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Director Nominee
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Ying Ying Wong1,2,3
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38
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Director
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December 2017
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1
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Member
of the audit committee.
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2
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Member
of the compensation committee.
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3
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Member
of the corporate governance/nominating committee.
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Jianhua
Wu has been our chief executive officer, chairman and a director since the completion of the reverse acquisition in November
2007. Mr. Wu founded our predecessor companies, Wuxi Huayang Dyeing Machinery Co., Ltd. and Wuxi Huayang Electrical
Power Equipment Co., Ltd., in 1995 and 2004, respectively, and was executive director and general manager of these companies prior
to becoming our chief executive officer. Mr. Wu was nominated as a director because of his position as our chief executive officer.
Mr. Wu is a certified mechanical engineer.
Che
Chung Anthony Chan has over 20 year experience in sales and general management. Previously, he was the managing director
of Nibou Transmission Machinery Co., Ltd (Hong King & China). He has a Master Business Administration degree from the University
of Wales. We believe Anthony Chan has relevant sales and management experience which is useful for the development of our business
in Hong Kong.
Cho
Fu Li has over ten years of experience in auditing, accounting and banking, and is a member of the Hong Kong Institute
of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. We nominated Mr. Li
as a director because we believe that his accounting and finance experience is important to improve our financial accounting controls.
Shao
Yuan Guo has over 10 years of experience in banking and financial services with Industrial and Commercial Bank of China
and The People's Bank of China in China. He has over 20 years of management experience in the weaving and garment manufacturing
industries. We nominated Mr. Guo as a director because we believe his investment and management experience in China is important
for the future development of the Company in the market.
Ying
Ying Wong is a director of World Sharing Economy Coalition which promotes global sharing economic development. Ms. Wong
has over ten years of experience in banking and financial services with China Construction Bank (Asia) Corporation Limited and
Standard Chartered Bank in Hong Kong. We nominated Ms. Wong as a director because we believe that her banking and finance experience
is important for the future development of the Company.
Our
directors are elected for a term of one (1) year and until their successors are elected and qualified.
We
are incorporated in Nevada and are subject to the provisions of the Nevada corporate law. Our Articles of Incorporation and Bylaws
provide that we will indemnify and hold harmless our officers and directors to the fullest extent permitted by law. Our Articles
of Incorporation also provide that, except as otherwise provided by law, no director or officer is individually liable to us or
our stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or
officer unless it is proven that (a) the director’s or officer’s act or failure to act constituted a breach of his
or her fiduciary duties as a director or officer and (b) the breach of those duties involved intentional misconduct, fraud or
a knowing violation of law.
Nevada
Revised Statutes Section 78.7502 gives us broad authority to indemnify our officers and directors. under certain prescribed circumstances
and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which
a person is a party by reason of being a director or officer it is determined that such person acted in accordance with the applicable
standard of conduct set forth in such statutory provisions.
Director
Independence
We
believe that three (3) of our nominees for director, Mr. Li, Ms. Wong and Mr. Guo, are independent directors. Our Board has determined
that Ms. Wong is an audit committee financial expert. Mr. Wu and Mr. Chan are not independent directors.
Committees
Our
business, property and affairs are managed by or under the direction of the Board of Directors. Members of the Board are kept
informed of our business through discussion with the Chief Executive and Financial Officers and other officers, by reviewing materials
provided to them and by participating at meetings of the Board and its committees.
Our
Board of Directors has three (3) committees - the audit committee, the compensation committee and the corporate governance/nominating
committee. The audit committee shall be comprised of Ms. Wong and Mr. Guo, with Ms. Wong serving as Chairwoman. The compensation
committee shall be comprised of Mr. Li, Ms. Wong and Mr. Guo, with Mr. Guo serving as Chairman. The corporate governance/nominating
committee shall be comprised of Ms. Wong, Mr. Li and Mr. Guo, with Mr. Li serving as Chairman. Our Plan is administered by the
compensation committee.
Our
audit committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end
audit, our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent
auditor. Our Board of Directors has adopted a written charter for the audit committee which the audit committee reviews and reassesses
for adequacy on an annual basis. A copy of the audit committee’s current charter is available on our website at: https://www.seii.com/uploads/04-Asl-cleantech-audit-committee-charter-00172533.doc
The
compensation committee oversees the compensation of our Chairman, Chief Executive Officer and our other executive officers and
reviews our overall compensation policies for employees generally. If so authorized by the Board of Directors, the committee may
also serve as the granting and administrative committee under any option or other equity-based compensation plans which we may
adopt. The compensation committee does not delegate its authority to fix compensation; however, as to officers who report to the
Chairman or the Chief Executive Officer, the compensation committee consults with the Chairman or the Chief Executive Officer
(as the case may be), who may make recommendations to the compensation committee. Any recommendations by the Chairman or the Chief
Executive Officer are accompanied by an analysis of the basis for the recommendations. The committee will also discuss compensation
policies for employees who are not officers with the Chairman nor the Chief Executive Officer and other responsible officers.
The compensation committee has the responsibilities and authority relating to the retention, compensation, oversight and funding
of compensation consultants, legal counsel and other compensation advisers, as well as the requirement to consider six independence
factors before selecting, or receiving advice from, such advisers. A copy of the compensation committee’s current charter
is available on our website at: https://www.seii.com/uploads/03-cleantech-compensation-amended-committee-charter-00254120.pdf.
The
corporate governance/nominating committee is involved evaluating the desirability of and recommending to the Board any changes
in the size and composition of the Board, evaluation of and successor planning for the Chief Executive Officer and other executive
officers. The qualifications of any candidate for director will be subject to the same extensive general and specific criteria
applicable to director candidates generally. A copy of the corporate governance/ nominating committee charter is available on
our website at: https://www.seii.com/uploads/05-Asl-cleantech-nominating-governance-committee-charter-00172535.doc
The
board and its committees held the following number of meetings during 2018:
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Board of directors
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4
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Audit committee
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4
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Compensation committee
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1
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Nomination committee
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1
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The
meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous
written consent.
Each
director attended at least 75% of the total number of meetings of the board and those committees on which he served during the
year.
Our
non-management directors had no meetings during 2018.
Compensation
Committee Interlocks and Insider Participation
Aside
from the service as a director, no member of our compensation committee had any relationship with us as of December 31, 2018,
and none of our executive officers served as a director or compensation committee member of another entity.
Code
of Ethics
We
have adopted a code of ethics that applies to our officers, directors and employees. We have filed copies of our code of ethics
and our board committee charters as exhibits to our filings with the Securities and Exchange Commission (the “SEC”).
Audit
Committee Report*
The
audit committee of the Board is currently composed of two directors: Ying Ying Wong, who is the chairwoman and Xue Leng, who is
independent. The board has adopted a written Audit Committee Charter.
Management
is responsible for our financial statements, financial reporting process and systems of internal accounting and financial reporting
control. Our independent auditor is responsible for performing an independent audit of our financial statements in accordance
with auditing standards generally accepted in the United States and for issuing a report thereon. The audit committee’s
responsibility is to oversee all aspects of the financial reporting process on behalf of the board. The responsibilities of the
audit committee also include engaging and evaluating the performance of the accounting firm that serves as the Company’s
independent auditor.
The
audit committee discussed with our independent auditor, with and without management present, such auditor’s judgments as
to the quality, not just acceptability, of our accounting principles, along with such additional matters required to be discussed
under the Statement on Auditing Standards No. 61, “Communication with Audit Committees.” The audit committee has discussed
with the independent auditor, the auditor’s independence from us and our management, including the written disclosures and
the letter submitted to the audit committee by the independent auditor as required by the Independent Standards Board Standard
No. 1, “Independence Discussions with Audit Committees.”
In
reliance on such discussions with management and the independent auditor, review of the representations of management and review
of the report of the independent auditor to the audit committee, the audit committee recommended (and the board approved) that
our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018.
Submitted
by:
Audit
Committee of the Board of Directors
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/s/ Ying Ying Wong
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/s/ Xue Leng
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*
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The
information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed”
or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of Securities Exchange
Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically requests that the
information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities
Act of 1933, as amended or the Exchange Act.
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Section
16(a) Compliance
Section
16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our Shares to file with
the SEC initial reports of ownership and reports of changes in ownership of Shares and other of our equity securities. During
the year ended December 31, 2018, we believe that all of our Section 16 reports were timely filed with the SEC.
Executive
Compensation
The
following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2018
and 2017 by each person who served as chief executive officer and chief financial officer during the year ended December 31, 2018
and 2017. No other executive officer received compensation equal or exceeding $100,000.
Summary
Annual Compensation Table
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
All Other Compensation ($)
|
|
|
Total
($)
|
|
|
Jianhua Wu,
|
|
2018
|
|
|
36,261
|
|
|
|
0
|
|
|
|
34,500
|
|
|
|
0
|
|
|
|
70,761
|
|
|
chief executive officer (1)
|
|
2017
|
|
|
36,999
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
36,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wanfen Xu,
|
|
2018
|
|
|
12,957
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
12,957
|
|
|
chief financial officer (2)
|
|
2017
|
|
|
8,584
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parkson Yip,
|
|
2018
|
|
|
42,637
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,154
|
|
|
|
43,791
|
|
|
chief operating officer (3)
|
|
2017
|
|
|
87,500
|
|
|
|
19,250
|
|
|
|
0
|
|
|
|
2,606
|
|
|
|
109,356
|
|
|
|
(1)
|
Mr.
Wu’s 2018 compensation consisted of cash salary of $36,261 and 115,000 shares of common stock valued at $34,500.
|
|
|
(2)
|
Ms.
Xu has been our chief financial officer since March 1, 2016.
|
|
|
(3)
|
Mr.
Yip has been our chief operating officer since June 3, 2017 and resigned as chief operating officer on April 1, 2018.
|
Employment
Agreement
On
June 19, 2017, the Company entered into an employment agreement with Parkson Yip to serve as our chief operating officer. Pursuant
to the employment agreement, Mr. Yip would receive an annual salary of $150,000 and received a signing bonus of $19,250. On April
1, 2018, Mr. Yip resigned as the chief operating officer and was re-designated as vice president of strategic business development
of the Company under a consultant agreement.
Directors’
Compensation
We
do not have any agreements or formal plan for compensating our current directors for their service in their capacity as directors,
although our board may, in the future, award stock options to purchase shares of common stock to our current directors.
The
following table provides information concerning the compensation of each member of our board of directors whose compensation is
not included in the Summary Compensation Table for his or her services as a director and committee member for 2018. The value
attributable to any stock grants is computed in accordance with ASC Topic 718.
|
Name
|
|
Fees earned or paid in cash
($)
|
|
|
Stock
awards
($)
|
|
|
Total
($)
|
|
|
Ping Kee Lau (1)
|
|
|
23,077
|
|
|
|
3,000
|
|
|
|
26,077
|
|
|
Cho Fu Li (2)
|
|
|
58,462
|
|
|
|
1,950
|
|
|
|
60,412
|
|
|
Xue Leng (2)
|
|
|
24,000
|
|
|
|
0
|
|
|
|
24,000
|
|
|
Ying Ying Wong (2)
|
|
|
27,692
|
|
|
|
9,900
|
|
|
|
37,592
|
|
|
|
(1)
|
A
director since March 20, 2017
|
|
|
(2)
|
A
director since December 14, 2017.
|
Long-Term
Incentive Plans
In
September 2016, the board of directors adopted, and in November 2016, the stockholders approved the 2016 long-term incentive plan,
covering 125,000 shares of common stock. The 2016 plan provides for the grant of incentive and non-qualified options and stock
grants to employees, including officers, directors and consultants. The 2016 plan is to be administered by a committee of not
less than three directors, each of whom is to be an independent director. In the absence of a committee, the plan is administered
by the board of directors. The board has granted the compensation committee the authority to administer the 2016 plan. Members
of the committee are not eligible for stock options or stock grants pursuant to the 2016 plan unless such stock options or stock
grant are granted by a majority of our independent directors other than the proposed grantee. As of December 31, 2018, we had
issued a total of 120,000 shares of common stock pursuant to this plan.
The
following table sets forth information as options outstanding on December 31, 2018.
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
|
OPTION AWARDS
|
|
|
STOCK AWARDS
|
|
Name
(a)
|
|
Number
of
Securities
Underlying
Unexercised
options
(#)
(b)
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(c)
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
|
|
|
Option
Exercise
Price
($)
(e)
|
|
|
Option
Expiration
Date
($)
(f)
|
|
|
Number of
Shares or
Units of
Stock that
have not Vested
(#)
(g)
|
|
|
Market
Value of
Shares or
Units of
Stock that
Have not Vested
($)
(h)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or
Other
Rights that
have not
Vested
(#)
(i)
|
|
|
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or other
Rights that
have not
Vested
($)
(j)
|
|
|
Jianhua Wu
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Communications
with our Board of Directors
Any
stockholder who wishes to send a communication to our Board of Directors should address the communication either to the Board
of Directors or to the individual director c/o Wanfen Xu, Chief Financial Officer, M03, Room 302, 3/F, Eton Tower, No. 8 Hysan
Avenue, Causeway Bay, Hong Kong. Mr. Xu will forward the communication either to all of the directors, if the communication is
addressed to the Board, or to the individual director, if the communication is directed to a director.
AMENDMENT
TO 2016 LONG-TERM INCENTIVE PLAN
Summary
and Purpose of the Amendment to the Plan
In
September 2016, the Board of Directors adopted, and in November 2016, the stockholders approved the Plan, covering 125,000 Shares.
The Plan provides for the grant of incentive and non-qualified options and stock grants to employees, including officers, directors
and consultants. The Plan is administered by a committee of not less than three directors, each of whom is to be an independent
director. In the absence of a committee, the Plan is administered by the Board of Directors. The Board has granted the compensation
committee the authority to administer the Plan. Members of the committee are not eligible for stock options or stock grants pursuant
to the Plan unless such stock options or stock grant are granted by a majority of our independent directors other than the proposed
grantee. As of December 31, 2018, we had issued a total of 120,000 Shares pursuant to the Plan. The Board of Directors has voted
to amend the Plan to increase the number of Shares authorized for issuance under the plan to 2,500,000 Shares.
Increase
in Number of Authorized Shares under the Plan
As
of the record date, the Company has granted 120,000 Shares of restricted stock under the Plan. As a result, the Company presently
has 5,000 Shares available for future issuance under the Plan. The Board of Directors believes that the proposed increase in the
number of Shares available for issuance as provided in the Plan will provide the compensation committee with greater flexibility
in 2019 in the administration of the Plan and is appropriate in light of the growth of the Company.
Eligibility
and Participation
The
Plan, filed as Appendix A to the Company’s October 3, 2016, Definitive Proxy Statement, is incorporated by reference herein,
as is the section of that Definitive Proxy Statement discussing “Approval Of The 2016 Long-Term Incentive Plan.” The
Plan provides for the grant of incentive and non-qualified options and stock grants to employees, including officers, directors
and consultants. The basis for participation is that the Board of Directors believes that in order to attract and retain the services
of executive and other key employees, it is necessary for us to have the ability and flexibility to provide a compensation package
which compares favorably with those offered by other companies.
Classes
of individuals who are eligible to participate in the Plan
As
of the record date, we had approximately employees. However,
as of the record date, employee actually participated in the
Plan.
As
of the record date, we had executive officers eligible
to participate in the plan. However, as of the record date, only
executive officer actually participated in the Plan.
As
of the record date, all five (5) members of our Board, three (3) of whom are non-employee directors, were eligible to
receive awards under the Plan. However, as of the record date,
member of our Board participated in the Plan.
As
of the record date, we had approximately consultants who
were eligible under the Plan. However, as of the record date, only
consultants actually participated in the
Plan.
Our
current practice for awarding incentive and non-qualified options and stock grants to full-time employees, part-time-employees,
officers, Directors and consultants is subject to the discretion of the compensation committee, which is comprised of our three
independent directors. The committee has full authority under the Plan to determine whether and to what extent awards are to be
granted pursuant to the Plan, to one or more eligible persons.
Equity
Compensation Plan Information
The
following table summarizes information, as of December 31, 2018, with respect to Shares that may be issued under the Company’s
existing equity compensation plans.
|
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
|
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
0
|
(1)
|
|
$
|
N/A
|
|
|
|
5,000
|
|
|
Equity compensation plans not approved by security holders
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
Total
|
|
|
0
|
|
|
$
|
N/A
|
|
|
|
5,000
|
|
|
|
(1)
|
Consists
of options and restricted stock granted under the Plan.
|
APPROVAL
OF AMENDMENT TO ARTICLES OF INCORPORATION
The
Board of Directors has adopted a resolution proposing an amendment to the Company’s Articles of Incorporation to increase
the number of authorized Shares of Company from 12,500,000 Shares to 250,000,000 Shares, and to increase the number of shares
of Preferred Stock which the Company is authorized to issue from 10,000,000 shares of Preferred Stock to 50,000,000 shares of
Preferred Stock. As of the date of this proxy statement, the Company had 9,121,529 Shares issued and outstanding. In addition,
as of the date of the proxy statement, the Company has the following commitments in place relating to the potential future issuance
of securities pursuant to options, warrants, convertible notes and other contractual arrangements:
|
Names/Categories
of Recipients of Shares and shares of Preferred Stock
|
|
Number
of Shares and shares of Preferred Stock Reserved for Future Issuance
|
|
Description
of Transaction
|
|
|
|
|
|
|
|
Iliad
Research and Trading, L.P.
|
|
578,078
(1)
|
|
Private
Placement (1)
|
|
Chong
Ou Holdings Group Company Limited
|
|
900
(2)
|
|
Private
Placement (2)
|
|
Li
Tingting
|
|
133,250
Shares (3)
|
|
Tenancy
Agreement (3)
|
|
Vendors
|
|
209,050
Shares (4)
|
|
Vendor
Agreements (4)
|
|
Consultants
|
|
167,220
Shares (5)
|
|
Consultancy
Services (5)
|
|
Shortfall
Compensation (Consultants and Vendors)
|
|
216,770
Shares (6)
|
|
Shortfall
Compensation (6)
|
|
TOTAL
NUMBER OF SHARES RESERVED FOR FUTURE ISSUANCE
|
|
1,305,268
Shares
|
|
|
|
|
(1)
|
On
May 2, 2018, the Company closed a private placement of securities with Iliad Research
and Trading, L.P. (“Iliad”) pursuant to which Iliad purchased a Convertible
Promissory Note (the “Note”) in the original principal amount of US$900,000,
plus interest, convertible into 506,250 Shares at the minimum conversion price of US$2.00
per Share. The Company issued 36,621 Shares and 266,667 Shares on November 8, 2018 and
January 11, 2019 pursuant to the redemption notices dated November 7, 2018 and January
11, 2019 issued by Iliad for the redemption amounts of US$75,000 and US$50,000, respectively.
On August 2, 2019, the Note matured and is now in default. The remaining principal amount
plus interest are convertible into approximately 443,750 Shares at the minimum conversion
price of US$2.00 per Share. Iliad has agreed with the Company that it will not convert
amount due and owing under the Note at a rate of less than $2.00 per share. In connection
with the transaction, the Company also issued a Warrant to purchase 134,328 Shares to
Iliad. The exercise price of the Warrant is US$7.18 which is above the current market
price per Share.
|
|
|
(2)
|
Represents
interest on the Note for US$670,000, dated October 9, 2017, issued to Chong Ou Holdings Group Company Limited to be settled by
the issuance of 900 Shares.
|
|
|
(3)
|
Represents
Shares to be issued in connection with a Tenancy Agreement entered into by the Company and approved by the Board of Directors.
|
|
|
(4)
|
Represents
Shares reserved for future issuance to vendors for services to be rendered, including accounting services, investor and public
relationship services, IT development services, legal services, and M&A advisory work.
|
|
|
(5)
|
Represents
Shares reserved for future issuance to consultants for services to be rendered to the Company.
|
|
|
(6)
|
Represents
the maximum number of shares issuable to consultants and vendors under shortfall provisions of agreements entered into by the
Company. To date, no shares have been issued under any shortfall provision.
|
As
of the date hereof, the Company has a total of 12,500,000 Shares authorized for issuance, of which a total of 9,278,106
Shares are issued and outstanding and a total of 1,305,268 Shares are reserved for issuance pursuant to options, warrants, convertible
notes, and other contractual commitments and arrangements. In addition, as of the date hereof, the Company has a total of 10,000,000
shares of Preferred Stock authorized for issuance. As such, the Company only has 1,916,626 unissued Shares that are not reserved
for any specific use available for future issuance. The Board of Directors believes that the authorized Shares and Preferred Stock
available for issue is not sufficient to enable the Company to respond to potential business opportunities and to pursue important
objectives designed to enhance stockholder value. If the proposal is adopted, the Company will have 239,416,626 unissued Shares
and 50,000,000 unissued shares of Preferred Stock that are not reserved for any specific use available for future issuance. The
additional authorized Shares and Preferred Stock will provide the Company with greater flexibility to use its capital stock, without
further stockholder approval, for various purposes including, without limitation, expanding the Company’s businesses and
product lines through the acquisition of other businesses or products, stock dividends (including stock splits in the form of
stock dividends), raising capital, providing equity incentives to employees, officers and directors and establishing strategic
relationships with other companies. The Company currently does not have specific agreements or plans that would involve the issuance
of the proposed additional authorized Shares or Preferred Stock. The issuance of additional Shares or Preferred Stock may have
a dilutive effect on earnings per Share and, for a stockholder who does not purchase additional Shares or additional shares of
Preferred Stock to maintain his or her pro rata interest, on a stockholder’s percentage voting power.
The
authorized Shares and Preferred Stock in excess of those issued or reserved will be available for issuance at such times and for
such corporate purposes as the Board of Directors may deem advisable without further action by the Company’s stockholders,
except as may be required by applicable laws or the rules of any stock exchange or national securities association trading system
on which the Shares may be listed or traded. Upon issuance of any Shares, they will have the same rights as the outstanding Shares.
The Board of Directors shall have the right to establish the rights, preferences and privileges associated with the issuance of
any shares of Preferred Stock.
The
additional Shares and Preferred Stock that would become available for issuance if the proposal were adopted could also be used
by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example,
without further stockholder approval, the Board of Directors could strategically sell Shares or Preferred Stock in a private transaction
to purchasers who would oppose a takeover or favor the current Board of Directors. Although this proposal to increase the authorized
Shares and authorized shares of Preferred Stock has been prompted by business and financial considerations and not by the threat
of any hostile takeover attempt (nor is the Board of Directors currently aware of any such attempts directed at the Company),
nevertheless, stockholders should be aware that approval of the proposal could facilitate future efforts by the Company to deter
or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium
for their Shares over then current market prices.
The
proposal to amend the Company’s Articles of Incorporation to increase the number of authorized Shares and Preferred Stock
available for issuance will be implemented by filing the amendment to our Articles of Incorporation with the Nevada Secretary
of State. The amendment will become effective on the date of the filing.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS.
The
following table provides information as to Shares beneficially owned as of ,
2019, by:
|
|
●
|
Each
director and each nominee for election as a director;
|
|
|
●
|
Each
current officer named in the summary compensation table;
|
|
|
●
|
Each
person owning of record or known by us, based on information provided to us by the persons named below, at least 5% of our Shares;
and
|
|
|
●
|
All
directors and officers as a group
|
For
purposes of the following table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting
of, a security, or sole or shared investment power with respect to a security, or any combination thereof, and the right to acquire
such power (for example, through the exercise of employee stock options granted by the Company) within sixty (60) days of ,
2019.
|
Name of Beneficial Owner
|
|
Amount and
Nature
of
Beneficial
Ownership
|
|
|
% of Class
|
|
|
|
|
|
|
|
|
|
|
Jianhua Wu (3)
|
|
|
115,000
|
|
|
|
1.2
|
%
|
|
Wanfen Xu (3)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
Ping Kee Lau
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
Cho Fu Li
|
|
|
6,500
|
|
|
|
0.1
|
%
|
|
Xue Leng
|
|
|
0
|
|
|
|
0.0
|
%
|
|
Ying Ying Wong
|
|
|
33,000
|
|
|
|
0.4
|
%
|
|
All current officers and directors as a group
|
|
|
164,500
|
|
|
|
1.8
|
%
|
|
Chan Tin Chi Family Company Limited (1)(2)
|
|
|
666,249
|
|
|
|
7.2
|
%
|
|
Man Cheung Sze (4)
|
|
|
690,000
|
|
|
|
7.4
|
%
|
|
Iliad Research and Trading, L.P.
|
|
|
753,039
|
|
|
|
8.1
|
%
|
|
Total
|
|
|
2,438,288
|
|
|
|
26.3
|
%
|
|
|
(1)
|
Mr.
Chan Tin Chi owns 99% of the issued and outstanding ordinary shares of Chan Tin Chi Family Company Limited (formerly known as
YSK 1860 Co., Limited).
|
|
|
(2)
|
Address
is Villa Cornwall, 85 Castle Peak Road, Tuen Mun, N.T. Hong Kong.
|
|
|
(3)
|
Address
is No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, P.R.C.
|
|
|
(4)
|
Address
is Flat 209, 2/F, Shing On House, Kwai Shing East Estate, Kwai Chung, New Territories, Hong Kong.
|
MANAGEMENT
Executive
Officers
The
following table sets forth certain information with respect to our executive officers.
|
Name
|
|
Age
|
|
|
Position
|
|
Jianhua Wu
|
|
|
63
|
|
|
Chief Executive Officer
|
|
Wanfen Xu
|
|
|
38
|
|
|
Chief Financial Officer
|
All
of our officers serve at the pleasure of the Board of Directors. Mr. Wu is also a director. See “Election of Directors”
for information concerning Mr. Wu.
Wanfen
Xu has been our chief financial officer since March 1, 2016. Ms. Xu previously served as our chief financial officer from March
14, 2012 through December 12, 2012. From December 2012 until February 2016, Ms. Xu served as the financial controller of the Huayang
Companies. Ms. Xu also served as the financial controller of Huayang Companies from 2009 to 2011.
FINANCIAL
STATEMENTS
Our
audited financial statements, which include our consolidated balance sheets at December 31, 2018 and 2017, and the related consolidated
statements of income and comprehensive income, stockholders’ equity and cash flows for each of the two years in the period
ended December 31, 2018, and the notes to our consolidated financial statements, are included in our Form 10-K for the year ended
December 31, 2018. A copy of our Form 10-K for the year ended December 31, 2018, either accompanied or preceded the delivery of
this proxy statement.
Copies
of our Form 10-K for the year ended December 31, 2018 may be obtained without charge by writing to Wanfen Xu, Chief Financial
Officer, M03, Room 302, 3/F, Eton Tower, No. 8 Hysan Avenue, Causeway Bay, Hong Kong. Exhibits will be furnished upon request
and upon payment of a handling charge of $.25 per page, which represents our reasonable cost on furnishing such exhibits. Copies
of our Form 10-K are available on our website at www.seii.com. The SEC maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the Commission. The address of such site
is http//www.sec.gov
OTHER
MATTERS
Other
Matters to be Submitted
Our
Board of Directors does not intend to present to the meeting any matters not referred to in the form of proxy. If any proposal
not set forth in this proxy statement should be presented for action at the meeting, and is a matter which should come before
the meeting, it is intended that the Shares represented by proxies will be voted with respect to such matters in accordance with
the judgment of the persons voting them.
Deadline
for Submission of Stockholder Proposals for the 2019 Annual Meeting
Proposals
of stockholders intended to be presented at the 2019 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received
at our principal office within a reasonable time before the Company prints and mails its proxy statement for the 2019 Annual Meeting
to be included in the proxy statement for the meeting. If notice of any stockholder proposal is considered untimely, we are not
required to present such proposal at the 2019 Annual Meeting.
|
,
2019
|
By Order of the Board of Directors
|
|
|
|
|
|
|
Jianhua Wu
|
|
|
|
Chief Executive Officer
|
15
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