UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14APROXY STATEMENT PURSUANT TO SECTION
Proxy Statement Pursuant to Section 14(a) OF THE SECURITIESof the Securities Exchange Act of 1934EXCHANGE ACT OF 1934
Filed by the Registrant | ☒ |
Filed by a | ☐ |
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material |
NF Energy Saving Corporation
BIMI INTERNATIONAL MEDICAL INC.
(Name of Registrant as Specified In Its Charter)
Payment
(Name of Person(s) Filing Fee (CheckProxy Statement, if other than the appropriate box)Registrant)
Payment of Filing Fee (Check all boxes that apply): | ||
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| Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act |
BIMI INTERNATIONAL MEDICAL INC.
NF Energy Saving Corporation
390 Qingnian Avenue, Heping District, Shenyang
Liaoning Province, P. R. China 110015
Annual Meeting Notice
September 27, 2016
Dear Shareholder:NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 13, 2023
To Our Shareholders:
You are cordially invited to attend the AnnualSpecial Meeting of StockholdersShareholders (the “Special Meeting”) of NF Energy Saving CorporationBIMI International Medical Inc. (the “Company”). The Annual Meeting will be held on April 13, 2023 at 9:00 a.m. (local(local time) on Tuesday, September 27, 2016 at No. 39 Liaohai10, Huasheng Road, Industrial Park, YinzhouFloor 9, Yuzhong District, Tieling City, China 112616. The meeting will be heldChongqing, P. R. C., for the following purposes:
These items1. To approve, in accordance with Nasdaq Marketplace Rule 5635(a), the issuance of business are more fully describedshares of the Company’s common stock (the “Common Stock”) pursuant to the stock purchase agreement dated as of July 5, 2022, as amended on February 27, 2023, between the Company and Mr. Fnu Oudom (“Mr. Oudom”), the Chairman of the board of directors, whereby the Company agreed to issue: (i) 270,000 shares of Common Stock to Mr. Oudom as partial consideration for the Company’s purchase of 100% of the equity interests in Phenix Bio Inc. (“Phenix”) from Mr. Oudom and (ii) 5,000,000 shares of Common Stock to Mr. Oudom in the Proxy Statement accompanying this Notice.event Phenix attains a profit of $2,500,000 in 2023;
The record date2. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 2,000,000 shares of Common Stock to Mr. Oudom in consideration for his payment of $3,000,000 pursuant to a stock purchase agreement dated as of February 27, 2023 between the Company and Mr. Oudom;
3. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 1,330,000 shares of Common Stock to Mr. Oudom pursuant to an agreement dated as of February 27, 2023 in consideration for the Annualprepayment of a $2,000,000 convertible promissory note sold by the Company to Mr. Oudom on December 6, 2022; and
4. To transact such other business as may properly be brought before the Special Meeting is August 22, 2016. Only stockholdersand any adjournment or postponement thereof.
Shareholders of record at the close of business on that date mayFebruary 17, 2023 shall be entitled to notice of and to vote at the meetingSpecial Meeting and any adjournments or postponements thereof. A shareholder list will be available at our corporate offices beginning March 13, 2023 during normal business hours for examination by any adjournment thereof.shareholder registered on our stock ledger as of the record date for any purpose germane to the Special Meeting.
Gang Li,Chairman & CEOShenyang, ChinaAugust 23, 2016Your vote is important. Please submit a proxy as soon as possible so that your shares can be voted at the Special Meeting.
By Order of the Board of Directors | ||
Tiewei Song | ||
Chief Executive Officer and President | ||
Dalian, China | ||
March 13, 2023 |
Whether or not you plan to attend the Special Meeting, we encourage you to vote and submit your proxy by telephone, via the Internet or by mail. For additional instructions, voting by telephone or via the Internet, please refer to the proxy card. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card and return it in the enclosed envelope. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 13, 2023
YOUR VOTE IS IMPORTANT
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE 2016 ANNUAL2023 SPECIAL MEETING OF STOCKHOLDERS. THE PROXY STATEMENT AND THE RELATED PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT AUGUST 31, 2016.SHAREHOLDERS. YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:
How to Vote Your Shares
YOUR VOTE
ALL STOCKHOLDERSSHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAIDPOSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.PURPOSE OR VOTE VIA THE INTERNET OR BY TELEPHONE. ANY STOCKHOLDERSHAREHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY CARD.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERSSHAREHOLDERS MEETING TO BE HELD ON SEPTEMBER 27, 2016APRIL13, 2023 — THE PROXY STATEMENT AND THE 2015 ANNUAL REPORT TO STOCKHOLDERS AREIS AVAILABLE ATHTTP: WWW.NFENERGY.COMAT: WWW.USBIMI.COM.
If not attending the meeting and voting in person, shareholders of record, or “registered shareholders,” can vote by proxy in the following three ways:
By Telephone: | Call the toll-free number indicated on the enclosed proxy card and follow the recorded instructions. | |||
Via the Internet: | Go to the website indicated on the enclosed proxy card and follow the instructions provided. | |||
By Mail: | Mark your vote, date, sign and return the enclosed proxy card in the postage-paid return envelope provided. |
If your shares are held beneficially in “street” name through a nominee such as a financial institution, brokerage firm, or other holder of record, your vote is controlled by that institution, firm or holder. Your vote by proxy may also be cast by telephone or via the Internet, as well as by mail, if your financial institution or brokerage firm offers such voting alternatives. Please follow the specific instructions provided by your nominee on your voting instruction card.
Please note, that if your shares are held beneficially through a bank, broker or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from the record holder.
i
BIMI INTERNATIONAL MEDICAL INC.
NF ENERGY SAVING CORPORATION
390 Qingnian Avenue, Heping District, Shenyang
Liaoning Province, P. R. China 110015
PROXY STATEMENT FOR THE 2016 ANNUALSPECIAL MEETING OF STOCKHOLDERSSHAREHOLDERS
TO BE HELD ON APRIL 13, 2023GENERAL INFORMATION
ThisQUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE SPECIAL MEETING
Q: Why am I receiving these materials?
A: We are providing these proxy statement contains information relatedmaterials to you in connection with the 2016 Annualsolicitation of proxies by the Board of Directors of our company (the “Board”) for our 2023 Special Meeting of Stockholders (“Annual Meeting”)Shareholders, which will take place on April 13, 2023. As a shareholder of NF Energy Saving Corporation, a Delaware corporation (“we”, “us”, “our”, “NF Energy”, or “the Company”), to be held at No. 39 Liaohai Road, Industrial Park, Yinzhou District, Tieling City, China 112616 on Tuesday, September 27, 2016 at 9:00 a.m., local time, and at any postponements or adjournments thereof. The approximate date of mailing for this proxy statement and a copy of our Annual Report on Form 10-K for the year ended December 31, 2015 is August 31, 2016. Yourecord, you are invited to attend the AnnualSpecial Meeting and we request that youare entitled and requested to vote on the proposalsitems of business described in this Proxy Statement. Youproxy statement. This proxy statement and accompanying proxy card (or voting instruction card) are being sent on or about March 13, 2023 to all shareholders entitled to vote at the Special Meeting.
Q: When and where will the Special Meeting be held?
A: The Special Meeting will be held on April 13, 2023 at 9:00 a.m. local time, at No. 10, Huasheng Road, Floor 9, Yuzhong District, Chongqing, P. R. C.
Q: How do not need toI attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.Special Meeting?
Record Date
Our BoardA: Only shareholders of Directors has set August 22, 2016 asrecord on the record date of February 17, 2023 (the “Record Date”) for the Annual Meeting. Only holders of record of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at the close of business on the Record Date will beare entitled to notice of, and to attend or vote at, the Annual Meeting or at any adjournment or postponements thereof. OnSpecial Meeting. If you plan to attend the Record Date there were 6,653,289 shares of Common Stock outstanding, each entitled to one vote per share.
Quorum
A quorum of stockholders is necessary to hold a valid meeting. Our Bylaws provide that fifty-one percent (51%) of the outstanding shares of Common Stock entitled to vote, representedmeeting in person, or by proxy, shall constitute a quorum at a meetingplease bring the following:
• Photo identification.
• Acceptable proof of stockholders.
Voting by Proxy
If your shares are registered directly in your name with Corporate Stock Transfer, Inc., our transfer agent, you are considered a stockholder of record. As a stockholder of record at the close of business on the Record Date, you can vote in person at the Annual Meeting or you can provide a proxy to be voted at the meeting by signing and returning the enclosed proxy card. If you submit a proxy card, we will vote your shares as you direct. If you submit a proxy card without giving specific voting instructions, those shares will be voted as recommended by the Board of Directors. If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “For” all the nominees to the Board of Directors in Proposal I and “For” Proposals II and III. If any other matter is properly presented at the Annual Meeting, your proxy (i.e., one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Ifownership if your shares are held in “street name.”
Acceptable proof of ownership is either (a) a stock brokerage account or otherwise by a nominee (that is, in “street name”), you will need to obtain a proxy formletter from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. Ifconfirming that you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares cannot be voted and will be treated as broker non-votes.
Required Vote
Election of Directors. Directors are elected by a plurality of the affirmative votes cast by thosebeneficially owned shares of our Common Stock present, either in person or represented by proxy, and entitled to vote at the Annual Meeting. Broker non-votes will count towards the quorum but will have no effect on the outcome of the vote. Stockholders do not have the right to cumulate their votes for directors.
Ratification of the Auditors. The affirmative vote of a majority of theRecord Date or (b) an account statement showing that you beneficially owned shares of our Common Stock present, either in person or represented by proxy, at the Annual Meeting is required to approve this proposal. Abstentions will have the same effect as an “Against” vote while vote broker non-votes will have no effect on the outcome of the vote.
Non-binding Advisory Vote on Executive Compensation. The affirmative vote of a majority of the shares of Common Stock present, either in person or represented by proxy, and entitled to vote at the Annual Meeting is required to approve this proposal. Abstentions will have the same effect as an “Against” vote while vote broker non-votes will have no effect on the outcome of the vote.
Revocation of Proxy
Your execution of the enclosed proxy will not affect your right as a stockholder to attend the Annual Meeting and to vote in person. Any stockholder giving a proxy has the right to revoke it at any time by either (i) a later-dated proxy, (ii) a written revocation sent to and received by the Secretary of the Company prior to the Annual Meeting, or (iii) attendance at the Meeting and voting in person.Record Date. If your shares are held in street name, you must followmay attend the instructionsmeeting with proof of ownership, but you may not vote your shares in person at the Special Meeting unless you have obtained a “legal proxy” or other evidence from your broker giving you the right to vote your shares at the Special Meeting.
Street name means your shares are held of record by brokers, banks, or other institutions. See below for additional information.
Q: What information is contained in this proxy statement?
A: This proxy statement contains information regarding the proposals to be voted on at the Special Meeting and certain other required information.
Q: What items of business will be voted on at the Special Meeting?
A: The items of business scheduled to be voted on at the Special Meeting are:
1. To approve, in accordance with Nasdaq Marketplace Rule 5635(a), the issuance of shares of the Common Stock pursuant to the Stock Purchase Agreement dated as of July 5, 2022, as amended on February 27, 2023 (the “Phenix SPA”) between the Company and Mr. Fnu Oudom (“Mr. Oudom”), the Chairman of the board of directors, whereby the Company agreed to issue 270,000 shares of Common Stock to Mr. Oudom as partial consideration for the Company’s purchase of 100% of the equity interests in Phenix Bio Inc. (“Phenix”) from Mr. Oudom; and to issue 5,000,000 additional shares of Common Stock to Mr. Oudom in the event Phenix attains profit of $2,500,000 in 2023;
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2. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 2,000,000 shares of Common Stock to Mr. Oudom in consideration for a cash payment of $3,000,000 pursuant to the stock purchase agreement dated as of February 27, 2023 (the “February SPA”) between the Company and Mr. Oudom;
3. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 1,330,000 shares of Common Stock to Mr. Oudom pursuant to the prepayment agreement dated as of February 27, 2023 (the “Prepayment Agreement”) in consideration for the prepayment of a $2,000,000 convertible promissory note sold by the Company to Mr. Oudom on December 6, 2022; and
4. To transact such other business as may properly be brought before the Special Meeting and any adjournment or postponement thereof.
Q: What are the voting requirements to approve the proposals?
A: The affirmative vote of a majority of shares outstanding is required to approve Proposals One through Four.
Q: How does the Board recommend that I vote?
A: The Board recommends that you vote your shares “FOR” the approval of the proposal with respect to the issuance of the Deferred Payment Shares and the Performance Shares under the Phenix SPA for the purpose of compliance with Nasdaq Listing Rule 5635(a); “FOR” the approval of the proposal with respect to the issuance of the Investment Shares under the February SPA for the purpose of compliance with Nasdaq Listing Rule 5635(d); and “FOR” the approval of the proposal with respect to the issuance of the Prepayment Shares under the Prepayment Agreement for the purpose of compliance with Nasdaq Listing Rule 5635(d).
If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of the Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of the Common Stock represented by the proxies will be voted in accordance with the Board’s recommendations.
Q: What shares may I vote?
A: Each share of our Common Stock $0.001 par value issued and outstanding as of the close of business on the Record Date is entitled to one vote on each of the matters to be voted upon at the Special Meeting.
You may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the shareholder of record and (b) shares held for you as the beneficial owner through a broker, trustee or other nominee. We had 3,814,780 shares of Common Stock issued and outstanding on the Record Date.
Q: What is the difference between being a shareholder of record and being the beneficial owner of shares held in street name?
A: A shareholder of record owns shares which are registered in his or her own name. A beneficial owner owns shares which are held in street name through a third party, such as a broker. As summarized below, there are some distinctions between a shareholder of record and a beneficial owner.
Shareholder of Record
You are the shareholder of record of any of your shares registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC with respect to such shares, these proxy materials are being sent to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to Mr. Tiewei Song, the Company’s Chief Executive Officer, or such other person you wish to designate, or to vote in person at the Special Meeting. We have enclosed a proxy card for you to grant your voting proxy to Mr. Tiewei Song.
Shares Beneficially Held in Street Name
You are the beneficial owner of any of your shares held in street name. With respect to such shares registered through a broker, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker how to vote. You may use the voting
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instruction card provided by your broker for this purpose. Even if you have directed your broker how to vote, you may also attend the Special Meeting. However, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” or bank.other evidence from your broker giving you the right to vote the shares at the Special Meeting.
Cost
Q: Who is entitled to attend the Special Meeting and what are the admission procedures?
A: You are entitled to attend the Special Meeting only if you were a shareholder as of Proxy Solicitationthe close of business on the Record Date or if you hold a valid proxy for the Special Meeting. A list of shareholders eligible to vote at the Special Meeting will be available for inspection at the Special Meeting. If you are a beneficial holder, you will need to provide proof of beneficial ownership as of the Record Date, such as a brokerage account statement showing that you owned shares of the Common Stock as of the Record Date or the voting instruction card provided by your broker. The Special Meeting will begin promptly at 9:00 a.m., local time. You should be prepared to present photo identification for admittance. Check-in will begin one-half hour prior to the meeting. Please allow ample time for the admission procedures.
Q: May I vote my shares in person at the Special Meeting?
A: If you were a shareholder of record on the Record Date, you may vote your shares in person at the Special Meeting or through a proxy. If you decide to vote your shares in person, you do not need to present your share certificate(s) at the Special Meeting; your name will be on the list of shareholders eligible to vote. If you hold your shares beneficially in street name, you may vote your shares in person at the Special Meeting only if you obtain a legal proxy or other evidence from your broker giving you the right to vote the shares. Even if you plan to attend the Special Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Special Meeting.
Q: How can I vote my shares without attending the Special Meeting?
A: Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Special Meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker. For directions on how to vote, please refer to the instructions on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker.
Shareholders of record may submit proxies by completing, signing, dating, and mailing their proxy cards to the address provided on the proxy card. Shareholders who hold shares beneficially in street name may vote by completing, signing, and dating the voting instruction cards provided and mailing them to the address provided on the voting instruction card. The proxy card and voting instruction card also include directions as to how you may submit your vote through the Internet. The voting instruction card may also include directions for alternative methods of submitting your vote. We encourage you to vote early. If you choose to vote by mail, please allow sufficient time for your proxy or voting instruction card to reach our vote tabulator prior to the Special Meeting.
Q: Who will count the votes?
A: Votes at the Special Meeting will be counted by an inspector of election, who will be appointed by the Board.
Q: What is the effect of not voting?
A: If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Special Meeting. If you are a shareholder of record and you properly sign and return your proxy card, your shares will be voted as you direct. If no instructions are indicated on such proxy card and you are a shareholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this proxy statement, namely “FOR” the approval of the proposal with respect to the issuance of the Deferred Payment Shares and the Performance Shares under the Phenix SPA for the purposes compliance with Nasdaq Listing Rule 5635(a); “FOR” the approval of the proposal with respect to the issuance of the Investment Shares under the February SPA for the purposes compliance with Nasdaq Listing Rule 5635(d); and “FOR” the approval of the proposal with respect to the issuance of the Prepayment Shares under the Prepayment Agreement for the purposes compliance with Nasdaq Listing Rule 5635(d).
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Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.
A broker is entitled to vote shares held for a beneficial owner on routine matters. Absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe that Proposals One through Three are all a non-routine matters; and, accordingly, brokers do not have authority to vote on such proposals absent instructions from beneficial owners. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares. Any adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal One, Two, or Three, and any other matter that may properly be brought before the shareholders for a vote at the Special Meeting, will be approved if the votes cast “For” exceed the votes cast “Against.” Abstentions and broker non-votes, if any, will not affect the outcome of the votes on these matters.
Broker non-votes count for purposes of determining whether a quorum is present.
Q: How many votes are required for the approval of the proposal to be voted upon, and how will abstentions and broker non-votes be treated?
Proposal | Votes Required | Effect of Votes | Effect of Broker Non-Votes | |||
Proposal One: Approval of the Proposed Issuances of the Deferred Payment Shares and the Performance Shares | Affirmative vote of the holders of a majority of the shares of Common Stock outstanding. | Abstentions will have the effect of a vote against the proposal. | We do not expect any broker non-votes on this proposal. | |||
Proposal Two: Approval of the Proposed Issuance of the Investment Shares | Affirmative vote of the holders of a majority of the shares of Common Stock outstanding. | Abstentions will have the effect of a vote against the proposal. | We do not expect any broker non-votes on this proposal. | |||
Proposal Three: Approval of the Proposed Issuance of the Prepayment Shares | Affirmative vote of the holders of a majority of the shares of Common Stock outstanding. | Abstentions will have the effect of a vote against the proposal. | We do not expect any broker non-votes on this proposal. |
Q: Can I revoke my proxy or change my vote after I have voted?
A: You may revoke your proxy and change your vote by voting again or by attending the Special Meeting and voting in person. Only your latest dated proxy card received at or prior to the Special Meeting will be counted. However, your attendance at the Special Meeting will not have the effect of revoking your proxy unless you forward written notice to the Corporate Secretary at BIMI International Medical Inc.’s offices, or you vote by ballot at the Special Meeting. If you are a beneficial owner, you will need to request a legal proxy from your broker and bring it with you to vote at the Special Meeting.
Q: How many votes are required to hold the Special Meeting?
A: The presence, in person or by proxy, of the holders of a majority in voting power of the shares of our Common Stock outstanding and entitled to vote on the Record Date is necessary to hold the Special Meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be considered as present at the Special Meeting for purposes of establishing a quorum.
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Q: Who will bear the cost of soliciting votes for the Special Meeting?
A: The Company is making this solicitation and will pay for the entire cost of soliciting proxies by our Board of Directors.preparing, printing, assembling, mailing, and distributing these proxy materials. In addition to the solicitationuse of the mails, proxies by mail, solicitation may be made personally orsolicited by personal interview, telephone, or electronic communicationmail, and facsimile by our directors, officers, and regular employees none of whomthe Company. None of the Company’s directors, officers or employees will receive any additional compensation for these services. Wesoliciting proxies on behalf of the Board. The Company may also make arrangements with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of soliciting material to the beneficial owners of Common Stock held of record by those owners. The Company will reimburse those brokers, custodians, nominees, and other nomineesfiduciaries for their reasonable out-of-pocketout-of-pocket expenses incurred in connection with distributing formsthat service.
Q: Where can I find the voting results of proxiesthe Special Meeting?
A: We intend to announce preliminary voting results at the Special Meeting and proxy materialswill disclose final voting results in a Current Report on Form 8-K that will be filed with the SEC not more than four business days following the Special Meeting.
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PROPOSAL ONE — APPROVAL OF the Proposed IssuanceS of the Deferred Payment Shares and the Performance Shares
On July 5, 2022, the Company entered into the Phenix SPA with Mr. Oudom, whereby the Company agreed to acquire 100% of the equity interests in Phenix, a distributor of healthcare products, from Mr. Oudom. The Company agreed to pay $180,000 in cash as partial consideration for the purchase of Phenix with balance of the purchase price of $1,620,000 to be paid by the Company in the form of 270,000 shares of the Common Stock (the “Deferred Payment Shares”) after their issuance was approved by the shareholders of the Company. The Phenix SPA also provides that if the Company did not obtain shareholders’ approval for the issuance of the Deferred Payment Shares by December 31, 2022, the Company would be required to pay the value of the Deferred Payment Shares in cash by January 15, 2023.
Immediately after the Company paid $180,000 in cash and prior to the beneficial owners of our Common Stock.
Stockholder Proposals for next Annual Meeting
Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders of the Company may present proper proposals for inclusion in the Company’s Proxy Statement and for consideration at the next annual meeting of stockholders by submitting their proposalsclosing, it became clear to the Company inthat it would not be practical to hold a timely manner. In orderspecial meeting of shareholders to be consideredseek shareholder approval for inclusion in the Proxy Statement distributed to stockholdersissuance of the Deferred Payment Shares prior to the annual meeting of stockholders in the year 2017, a stockholder proposal must be received by the Company no later than May 3, 2017 and must otherwise comply with the requirements of Rule 14a-8.
Stockholder proposals should be delivered in writing to NF Energy Saving Corporation, Room 3105, Block C, 390 Qingnian Avenue, Heping District, Shenyang, Liaoning Province, P. R. China 110015 Attention: Secretary.
PROPOSAL I
ELECTION OF DIRECTORS
There are five nominees for election to the Company’s Board of Directors. The names of the persons who are nominees for director and their positions and offices with the Company are set forth in the table below. Each director to be elected will hold office until the 2017 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or until such director’s earlier death, resignation or removal.
Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting. Shares represented by executed proxies will be voted, if authorization to do so is not withheld, for the election of the five nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee as the Board of Directors may propose. Each of the nominees listed below has been nominated for and has agreed to stand for election and management has no reason to believe that any nominee will be unable to serve.
The following table provides information regarding each nominee to our Board of Directors:
 | | | ||
Gang Li — Chairman, President and Chief Executive Officer
Mr. Gang Li became the Chairman and Chief Executive Officer and President of the Company in November 2006. Mr. Li was born in 1953. He graduated from Tianjin University with a bachelor degree in science and a master degree in law.
Mr. Li was the director of Technology Innovation Department under the Liaoning Province Planning and Economy Commission as well as the Director of the Economic Operation Department under Liaoning Province Economic and Trade Commission. From April 1984 to July 1998, he participated in and helped to prepare the Eighth and the Ninth Five-Year Plan regarding the technological improvement in eight industries including energy, transportation, and other various metallurgical industries. Mr. Li has also helped to organize and implement several projects in connection with technological improvements spanning across over 500 key products, 100 major projects, 100 enterprises and 8 industries, including the famous “115 engineering project”. Due to Mr. Li’s leadership on the “115 engineering project” and as a result of the above-mentioned technological improvements, he was awarded the Enterprise Technology Advancement Award by China’s National Technology Improvement Commission.
Mr. Li is also an accomplished author and with several published papers and books discussing various industry topics. His book “An Introduction to Technological Improvement” was published by the prestigious Xinhua Publishing House. In addition, the Liaoning Provincial Government awarded his paper titled “Macro-indicator Review Systems in Enterprise Technology Improvement” with the National Major Outcome prize and a second-place award in the category of Technological Advancement.
Between 1998 and 2006, Mr. Li was the General Manager of Liaoning project company, one of the three pilot and demonstration companies of the GEF/WB/NDRC China Energy Conservation Promotion Project. Mr. Li led the team working on “Energy Management Contract” model of energy saving projects, completed 256 energy saving projects for 216 customers. The accumulated total investment for the projects was 0.452 billion RMB, with an accumulated savings of 1.67 million tons of standard coal, which resulted in a reduction of CO2 emissions by 1.52 million tons. These achievements have been highly awarded by the World Bank and National Development and Reform Commission (NDRC). In 2006, after the promotion projects were completed, Mr. Li established Liaoning Nengfa Weiye Energy Technology Corporation Ltd. Mr. Li also serves as the Deputy Director of the Liaoning Provincial Resource Saving and Comprehensive Application Association. He also holds the offices of Deputy Director for the China Energy Conservation Association and
Deputy Director for the Energy Conservation Committee under the China Energy Research Association. We believe Mr. Li’s qualifications to serve on our Board of Directors include his relationships with various government officials at local and provincial levels, and his experience in consolidating resources and ability to obtaining capital financing.
Lihua Wang — Director, Chief Financial Officer
Ms. Lihua Wang was born in 1960. Ms. Wang has been a Director and the Chief Financial Officer of the Company since November 2006. She is also the general manager of the 100% owned subsidiary Liaoning Nengfa Weiye Energy Technology Company Ltd. in China. She graduated with a master degree in accounting from the Graduate School of the Ministry of Finance in the People’s Republic of China.
Since May 1996, Ms. Wang has been involved in the building of Liaoning Energy Management Contract (EMC) Project Company, which is one of the three pilot and demonstration companies of the GEF/WB/NDRC China Energy Conservation Promotion Project. Ms. Wang is the chief financial officer of Liaoning EMC. In August 2003, the World Bank recommended her as the premier expert to the Chinese EMC Association. We believe Ms. Wang’s qualifications to serve on our Board of Directors include her knowledge of PRC tax policies, her ability to manage corporate risk, and her experience in project assessments.
Mia Kuang Ching — Independent Director, Chairman of Audit Committee
Mr. Mia Kuang Ching is currently a private consultant on merger and acquisition projects. Up until December 2, 2011 he was the managing partner of SBA Stone Forest Corporate Advisory (Shanghai) Co., Ltd. From 1992 to 1994 he was Regional Accountant (South Europe) of Singapore Airlines. From 1994 to 1997, he was the Group Financial Controller of Fullmark Pte. Ltd., and responsible for operating in China, Hong Kong, Malaysia and Vietnam. He was in-charge of strategic investment, group financing and mergers and acquisitions. From 1997 to 2000, he was the Chief Accountant of Dalian Container Terminal, a joint venture formed by PSA Corporation of Singapore and the Port of Dalian Authority.
Mr. Ching became an Independent Director of the Company in August 2009 and is Chairman of the Audit Committee. We believe Mr. Ching’s qualifications to serve on our Board of Directors include his years of business experience and his familiarity with financial accounting matters.
Jianxin (Jason) Wang — Independent Director, Chairman of Nomination Committee
Mr. Jianxin Wang is a senior corporate executive with over 15 years of experience in promoting industrial energy efficiency, and strong leadership skills in corporate strategy development, business management and equity investment, as well as in depth knowledge on Chinese government policies and regulations on clean technology, renewable energy and energy efficiency. Mr. Wang has been the Vice President of International Fund for China’s Environment, a Washington DC based NGO since December 2013. Between September 2011 and December 2013, Mr. Wang was the General Manager of Gaoping Ronggao PV Solar Development Co. Ltd, a privately owned Chinese wafer and PV cell company. From January 2008 until December 2010, Mr. Wang was the Managing Director of China Carbon Corporation (CCC), an international company engaged in carbon trading, and the Managing Director of Cosmos International Corp. a Canadian investment consulting firm in Beijing. Previously, Mr. Wang served as the President of Sparkles International Development Corp. a Virginia based energy efficiency consulting and trading firm from 1993 to December 2007, and a senior consultant for Chicago Climate Exchange in 2006 and a research assistant at the World Bank in 1991. Mr. Wang is the Deputy Director of the Enterprise Energy Saving Committee and the Deputy Secretary General of the Energy Efficiency Investment and Assessment Committee of China Energy Research Society and he is an energy expert for the State Development Bank of China.
Mr. Wang became an Independent Director of the Company in August 2009 and is Chairman of the Nominating Committee. We believe Mr. Wang’s qualifications to serve on our Board of Directors include his experience in the areas of climate change and carbon trade and energy efficiency.
Zhuting Liu — Independent Director, Chairman of Compensation Committee
Mr. Zhuting Liu is currently retired. Prior to his retirement, Mr. Liu was the former director of the Coal Association, the standing director of the Energy Research Institute of Liaoning Province, the executive director of the Association of Mineral Resources in Liaoning Province and a director of the Energy Department of Liaoning Province Planning and Economy Commission. From 1981 – 1991, he was one of the vice directors of Liaoning Province Planning and Economy Commission. He was also an editor of an energy-saving magazine and presided over drafting regulations on the energy saving in Liaoning Province.
Mr. Liu became an Independent Director in August 2014 and is Chairman of the Compensation Committee. We believe Mr. Liu’s qualifications to serve on our Board of Directors include his contributions in the development of energy saving industry in Liaoning Province as well as his influence in the field of energy industry.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THENOMINEES IN PROPOSAL I
CORPORATE GOVERNANCE
Board Leadership Structure
The Board considers and establishes the appropriate leadership structure for the Company. The Board has concluded that the Company and its stockholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. The Board believes that it is important to retain the flexibility to make this determination based on the circumstances at the time of the determination, recognizing that no single leadership structure will best serve the Company in all cases. This allows the Board to use its broad experience and knowledge to elect the most qualified director as Chairman of the Board, while maintaining its ability to either separate or combine the roles of Chairman and Chief Executive Officer.
Gang Li serves as our Chief Executive Officer and Chairman of the Board. The Board believes that Mr. Li’s diverse work experience, his education, and his demonstrated leadership ability make him the best choice currently to serve as our Chairman of the Board. The Board believes that the Company’s current model of the combined Chairman/CEO role is the appropriate structure for NF Energy at this time.
Independence of the Board of Directors
As required under the listing standards of the Nasdaq Stock Market, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Company’s Board of Directors consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the Nasdaq Stock Market, as are in effect from time to time.
Consistent with these considerations, the Board of Directors has affirmatively determined that Mia Kuang Ching, Jianxin (Jason) Wang and Zhuting Liu are “independent” within the meaning of the applicable Nasdaq listing standards.
Committees of the Board of Directors
The Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Each committee’s members all qualify as “independent” under the rules and regulations of the SEC and the Nasdaq Stock Market.
Audit Committee
The current members of the Company’s Audit Committee are Mia Kuang Ching, Zhuting Liu and Jianxin (Jason) Wang. Mr. Ching is the chairman of the committee and also qualifies as an “audit committee financial expert” within the meaning of the rules of the SEC and the Nasdaq Stock Market. The Audit Committee reviews and reports to the Board on our internal accounting and financial controls and on the accounting principles and auditing practices and procedures to be employed in preparing and reviewing our consolidated financial statements. The Audit Committee is also responsible for engaging and overseeing our independent public accountants, the scope of the audit to be undertaken by such accountants and the pre-approval of any audit and permitted non-audit services provided by such accountants. During 2015, the Audit Committee held four meetings.
The Audit Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at:www.nfenergy.com.
Compensation Committee
The current members of the Company’s Compensation Committee are Jianxin Wang and Zhuting Liu. Mr. Liu is chairman of the committee. The Compensation Committee reviews and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to the compensation of the Company’s executive officers and other managerial employees, including the determination, in its discretion, of the amount of annual bonuses, if any, for our executive officers and other professionals. The Compensation Committee advises and consults with our senior executives as may be requested regarding managerial personnel policies. During 2015, the Compensation Committee held four meetings.
The Compensation Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at:www.nfenergy.com.
Nominating Committee
The current members of the Company’s Nominating Committee are Jianxin (Jason) Wang and Zhuting Liu. Mr. Wang is chairman of the committee. The Nominating Committee identifies and recommends nominees to the Board and oversees compliance with our corporate governance guidelines. During 2015, the Nominating Committee held four meetings.
The Nominating Committee is responsible for assembling for stockholder consideration a group of nominees that, taken together, have the experience, qualifications, attributes, and skills appropriate for functioning effectively as a Board. The Nominating Committee reviews the composition of the Board in light of the Company’s changing requirements, its assessment of the Board’s performance, and the inputs of stockholders and other key constituencies.
While the Nominating Committee has not adopted specific minimum criteria for director nominees, the Committee looks for certain characteristics common to all board members, including integrity, strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment to devote sufficient time and energy to Board service.
In addition, the Nominating Committee seeks to include on the Board a complementary mix of individuals with diverse backgrounds and skills that can help the Board to meet the broad set of challenges that it confronts. These individual qualities can include matters like experience in the Company’s industry, technical experience (for example, financial or technological expertise), experience gained in situations comparable to the Company’s, leadership experience, and relevant geographical experience. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
The following is a brief description of the specific experience and qualifications, attributes or skills of each director that led to the conclusion that such person should serve as a director of NF Energy:
The Nominating Committee will consider all bona fide candidates for election to the Board of Directors and will consider any stockholder nominations pursuant to the same criteria, provided those nominated are submitted in accordance with applicable law and within the time periods set forth herein for receipt of stockholder proposals for the 2017 Annual Meeting of Stockholders. To date, the Company has not received any recommendations from stockholders for candidates for inclusion on the committee’s slate of nominees.
The Nominating Committee’s charter is available in the Company Governance Documents section of the Investor Relations section of the Company’s website at:www.nfenergy.com.
Meetings of the Board of Directors
The Board of Directors met five times during 2015 and acted five times by unanimous written consent. All directors attended at least 75% of the meetings of the Board of Directors held during the period for which they were a director.
We expect all of our directors attend the 2016 Annual Meeting of Stockholders. We do not maintain a formal policy regarding director attendance at our annual meeting of stockholders.
The Board’s Role in Risk Oversight
The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risks. The Nominating Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest of director nominees. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.
Stockholder Communications with the Board of Directors
The Company’s corporate governance policies set forth a process by which stockholders and other interested third parties can send communications to the non-management members of the Board of Directors. When stockholders or other interested third parties have concerns, they may make them known to the non-management directors by communication via independent.director@nfenergy.com. All such correspondence is provided to the independent directors at, or prior to, the next regular Board meeting.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to all officers, directors, employees, consultants and advisors. The Code of Business Conduct and Ethics is available in the Company Governance Documents section of the Investor Relations section of the Company’s website atwww.nfenergy.com. If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee is responsible for reviewing, approving and managing the engagement of the Company’s independent registered public accounting firm, including the scope, extent and procedures of the annual audit and compensation to be paid therefore, and all other matters the audit committee deems appropriate, including the Company’s independent registered public accounting firm’s accountability to the Board of Directors and the Audit Committee. The Audit Committee reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of audited financial statements with generally accepted accounting principles, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee under auditing standards generally accepted in the United States, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees,” and discussed and reviewed the results of the Company’s independent registered public accounting firm’s examination of the financial statements. In addition, the Audit Committee discussed with the Company’s independent registered public accounting firm the independent registered public accounting firm’s independence from management and the Company, including the matters in the written disclosures and the letter regarding its independence2022, as required by the applicable requirementsPhenix SPA, due to critical strategic developments in the second half of 2022. Furthermore, the Company was not in a position to pay $1,620,000 in cash by January 15, 2023 in lieu of the Publicshareholders’ approval for the issuance of the Deferred Payment Shares due to its working capital needs. As a result, the Company Oversight Board regardingengaged in negotiations with Mr. Oudom and reached an agreement to amend the independent accountant’s communications withPhenix SPA and to provide an incentive payment to Mr. Oudom contingent upon Phenix’s meeting certain profit metrics in 2023, in order for him to agree to extend the audit committee concerning independence.deadline for the issuance of the Deferred Payment Shares.
In negotiating the amendment to the Phenix SPA, the parties considered many factors, including Phenix’s potential to generate significant profits in 2023 which could potentially bring increased value to the shareholders of the Company due to Phenix’s substantial distribution potential in Asia and the expected profit margin of its healthcare products. The Audit Committeeparties also considered whetherMr. Oudom’s willingness to close the provision of any non-audit services was compatible with maintaining the independent registered public accounting firm’s independence.
The Audit Committee discussed withPhenix SPA upon the Company’s independent registered public accounting firm the overall scope and plans for its audits, and received from them written disclosures and letter regarding their independence. The Audit Committee meets with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of its examinations and the overall qualitypayment of the Company’s financial reporting. The Audit Committee held four meetings during$180,000 in cash without receiving the fiscal year ended December 31, 2015.Deferred Payment Shares.
In reliance on the reviews and discussions referred to above, the Audit Committee recommendedOn February 27, 2023, we entered into an amendment to the BoardPhenix SPA, which provides that in consideration of Directors (and(1) Mr. Oudom’s agreement to extend the Board of Directors approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-Kdeadline for the issuance of the Deferred Payment Shares and (2) Phenix’s potential ability to generate significant revenues and profits, the Company agreed that, subject to shareholder approval, if the aggregate net profit generated by Phenix is at least $2,500,000 in calendar year ended December 31, 2015 for filing with2023 or in any fiscal quarter of 2023, the Securities and Exchange Commission.Company will issue 5,000,000 additional shares of Common Stock (the “Performance Shares”) to Mr. Oudom. The audit committeeCompany has also retained HKCMCPA Company Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
Audit Committee:
Mia Kuang ChingJianxin (Jason) WangZhuting Liu
If Proposal One is not approved by our shareholders at the Special Meeting, the Company is obligated to cause shareholders meetings to be incorporatedheld semi-annually thereafter until shareholders’ approval is obtained for the issuance of the Deferred Payment Shares and the Performance Shares (if the performance target is achieved); provided, however, that if shareholders’ approval is not obtained by referenceJuly 1, 2024, the Company will have to pay $1,620,000 to Mr. Oudom and if the performance target is met by December 31, 2023, pay an additional $7,500,000 the agreed upon value of the Performance Shares, by August 15, 2024, to Mr. Oudom.
The amendment also provides that if the performance target of $2,500,00 in net profit is not achieved by the end of 2023, Mr. Oudom’s right to receive the Performance Shares shall be terminated and the Company shall have the right to sell back the ownership of Phenix to Mr. Oudom in exchange for the return by him of the initial $180,000 cash payment and the 270,000 Deferred Payment Shares (and if not issued, the $1,620,000 cash payment in lieu of the Deferred Payment Shares).
Pursuant to Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if: (1) where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash: (A) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities; or (2) any filingdirector, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) of the Company underhas a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the Securities Acttarget company or assets to be acquired or in the consideration to be paid in
6
the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more.
In light of this rule, the Company may not issue the Deferred Payment Shares or the Securities Exchange ActPerformance Shares to Mr. Oudom unless the Company obtains the approval of 1934, whether made before or afterits shareholders. Accordingly, at the date hereof and irrespective of any general incorporation language in any such filing.
PROPOSAL II
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit CommitteeSpecial Meeting, shareholders will be asked to approve the issuance of the Deferred Payment Shares and the Performance Shares.
The Board of Directors has selected HKCMCPA Company Limited asdetermined that entering into the Company’s independent registered public accounting firm forPhenix SPA and the fiscal year ending December 31, 2016. Representatives of HKCMCPA Company Limited are expected to be present at the Annual Meeting and will be available to respond to appropriate questions.
Stockholder ratificationissuance of the selection of HKCMCPA Company Limited asDeferred Payment Shares and the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board of Directors, on behalf of the Audit Committee, is submitting the selection of HKCMCPA Company Limited to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if they determine that such a change would bePerformance Shares are in the best interests of the Company and its stockholders.
Vote Required. The affirmative voteshareholders. Due to Phenix’s substantial distribution potential in Asia and the expected profit margin of a majorityits healthcare products, Phenix is expected to generate significant revenues and profits in 2023, which if achieved would bring increased value to the shareholders of the Company.
Both our Audit Committee and our Board have unanimously approved the issuance of the Deferred Payment Shares and the potential issuance of the Performance Shares. If Proposal One is approved by our shareholders, 270,000 shares of Common Stock present, whether in person or represented by proxy, and entitled to vote at the Annual Meeting is required to ratify the selection of HKCMCPA Company Limited. Unless otherwise indicated, properly executed proxies will be votedissued to Mr. Oudom immediately and 5,000,000 additional shares of Common Stock will be issued to Mr. Oudom, if and when the aggregate net profit generated by Phenix is at least $2,500,000 in favor of this Proposal II.2023 or in any fiscal quarter in 2023.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approval of the ISSUANCES of the deferred payment shares and the PERformance shareS
7
PROPOSAL IITWO — APPROVAL OF the proposed ISSUANCE OF the Investment Shares
Principal Accountant Fees
HKCMCPAOn February 27, 2023, the Company Limited auditedentered into the February SPA with Mr. Oudom, whereby the Company agreed to sell 2,500,000 shares of Common Stock (the “Investment Shares”) to Mr. Oudom in consideration for $3,000,000 in cash, based on a purchase price of $1.50 per share, subject to shareholder approval. The closing price of the Common Stock immediately preceding the signing of the February SPA was $1.32. The average closing price of the Common Stock for the five trading days immediately preceding the signing of the February SPA was $1.404. In the event shareholder approval is not obtained, the Company will not receive the $3,000,000 cash investment from Mr. Oudom.
Pursuant to Nasdaq Rule 5635(d), shareholder approval is required prior to the issuance of common stock in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction.
Although the Investment Shares will be issued at a price higher than both (i) the closing price of the Common Stock immediately preceding the signing of the February SPA and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the signing of the February SPA, the Company is seeking shareholders’ approval because of Mr. Oudom’s position as the Chairman of the Board and controlling shareholder of the Company. Accordingly, at the Special Meeting, shareholders will be asked to approve the issuance of the Investment Shares pursuant to the February SPA.
The Board has determined that entering into the February SPA and the sale of the Investment Shares are in the best interests of the Company and its shareholders because of the Company’s financial statements for fiscal years 2014 and 2015. The followingimmediate need to obtain additional financing. Further, the equity investment by Mr. Oudom is a summary of the aggregate fees billedmore favorable to the Company by HKCMCPA Company Limited for professional services rendered during the fiscal years ended December 31, 2014 and December 31, 2015:
| | | ||||||
| Fiscal Year Ended December 31, | ||||||||
| 2014 | 2015 | |||||||
| Audit Fees | $ | 74,500 | $ | 74,500 | ||||
| Audit-Related Fees | -0- | -0- | ||||||
| Tax Fees | -0- | -0- | ||||||
| All Other Fees | -0- | -0- | ||||||
| Total Fees | $ | 74,500 | $ | 74,500 | ||||
Audit Fees. These are fees for professional services for the audit of the Company’s annual financial statements, and for the review of the financial statements included in the Company’s filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements. The amount shown for HKCMCPA in 2015 related to (i) the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2014, and (ii) the review of the financial statements included in the Company’s filings on Form 10-Q for the first, second and third quarters of 2015. The amount shown for HKCMCPA in 2014 related to (i) the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2013, and (ii) the review of the financial statements included in the Company’s filings on Form 10-Q for the first, second and third quarters of 2014.
Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company’s financial statements. There were no audit-related fees billed during the years ended December 31, 2014 or 2015.
Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning. There were no tax fees billed during the years ended December 31, 2014 or 2015.
All Other Fees. These are fees for permissible work that does not fall within any ofthan the other fee categories, i.e. Audit Fees, Audit-Related Fees, or Tax Fees. There were no other fees billed during the years ended December 31, 2014 or 2015.
Pre-Approval of Audit and Non-Audit Services
The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining the Company’s independent registered public accounting firm and overseeing their work. All audit services to be providedfinancing options currently available to the Company and all non-audit services, other thande minims non-audit services, to be provided towill allow the Company byto improve its debt structure and provide funds necessary for the independent accountants must be approved in advance bystabilization and expansion of the Audit Committee.
PROPOSAL III
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
Company’s operations. The Company is providing stockholdershas no obligation to file a registration statement with an advisory vote on executive compensation as required by Section 14Athe SEC for the resale of the Exchange Act. Section 14A was added toInvestment Shares.
Both our Audit Committee and our Board have unanimously approved the Exchange Act by Section 951proposed issuance of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). We did not provide any compensationInvestment Shares. If Proposal Two is approved by our shareholders, 2,500,000 shares of Common Stock will be issued to our executive officers for the years ended December 31, 2014 or 2015.
Stockholders are being asked to vote on the following resolution:
RESOLVED, that the compensation paid to the Company’s executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.
This advisory vote on executive compensation, commonly referred to as a “say-on-pay” advisory vote,Mr. Oudom immediately. If Proposal Two is not binding onapproved by our Board of Directors. However,shareholders at the Board of DirectorsSpecial Meeting, the Company will take into accountnot receive the result of the vote when determining future executive compensation arrangements.$3,000,000 investment and will be required to seek other financing.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approval of the ISSUANCE of the Investment Shares
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PROPOSAL IIIThree — APPROVAL OF the proposed ISSUANCE OF the prePAYment shares
On December 6, 2022, the Company sold a convertible promissory note (the “Convertible Note”) to Mr. Oudom for $2,000,000. The Convertible Note carries an annual interest rate of 6%, which is payable together with the principal amount one (1) year after the date of the issuance of the Convertible Note. The holder has the right to exercise a conversion right at a conversion price of $0.40 per share (which was adjusted to $4.00 after a 10 to 1 reverse stock split of the Common Stock on December 9, 2022), to have the aggregate amount of the principal and accrued interest repaid in shares of Common Stock, in lieu of a cash payment. The Convertible Note may be prepaid in whole or in part at any time or from time to time during its term without penalty. In the event of a prepayment, the holder has the right to convert the amount of pre-payment into shares of Common Stock.
On February 27, 2023, the Company and Mr. Oudom entered into the Prepayment Agreement whereby the parties agreed that the Company will exercise its prepayment right under the Convertible Note by issuing shares of Common Stock. In order to induce Mr. Oudom to convert the Convertible Note into shares of Common Stock and in consideration of Mr. Oudom’s agreement to waive his right to any and all interest accrued and to be accrued under the Convertible Note, the Company agreed to issue 1,330,000 shares of Common Stock (the “Prepayment Shares”) at a conversion price of $1.50 per share, subject to the shareholders’ approval, as full payment of the $2,000,000 principal of the Convertible Note and any interest payable thereunder. The closing price of the Common Stock immediately preceding the signing of the Prepayment Agreement was $1.32. The average closing price of the Common Stock for the five trading days immediately preceding the signing of the Prepayment Agreement was $1.404. If Proposal Three is not approved by our shareholders at the Special Meeting, the Company shall cause an additional shareholders meeting to be held semi-annually thereafter until shareholders’ approval is obtained for the issuance of the Prepayment Shares; provided, however, that if shareholders’ approval has not been obtained by the maturity date of the Convertible Note, which is one year from the date of the issuance of the Convertible Note, the Company will immediately pay the principal balance due under the Convertible Note plus interest accrued through the date of the full payment of the Convertible Note, to Mr. Oudom.
Pursuant to Nasdaq Rule 5635(d), shareholder approval is required prior to the issuance of common stock in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction.
Although the Prepayment Shares will be issued at a price higher than both (i) the closing price of the Common Stock immediately preceding the signing of the Prepayment Agreement and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the signing of the Prepayment Agreement, the Company is seeking the approval of its shareholders in order to issue the Prepayment Shares to Mr. Oudom, because of Mr. Oudom’s position as the Chairman of the Board and the controlling shareholder of the Company. Accordingly, at the Special Meeting, shareholders will be asked to approve the issuance of the Prepayment Shares pursuant to the Prepayment Agreement.
The Board has determined that entering into the Prepayment Agreement and the issuance of the Prepayment Shares are in the best interests of the Company and its shareholders because of the Company’s immediate need to reduce its debt and obtain additional equity financing. The equity investment by Mr. Oudom is more favorable to the Company than the other financing options currently available to the Company and will allow the Company to improve its debt structure and provide funds necessary for the stabilization and expansion of the Company’s operations. The Company has no obligation to file a registration statement with the SEC for the resale of the Prepayment Shares.
Both our Audit Committee and our Board have unanimously approved the proposed issuance of the Prepayment Shares. If Proposal Three is approved by our shareholders, 1,330,000 shares of Common Stock will be issued to Mr. Oudom immediately.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
approval of the ISSUANCE of the prepayment shareS
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Effect of the Transactions to be approved under Proposals One through Three on Current Shareholders
The issuance of the Deferred Payment Shares, the Performance Shares, the Investment Shares and the Prepayment Shares, if approved, (collectively the “New Oudom Shares”) will negatively impact the voting power and economic rights of our shareholders. As of the Record Date, there were 3,814,780 shares of Common Stock outstanding. If the issuance of all of the New Oudom Shares is approved, an additional 8,600,000 shares of Common Stock will be issued, which will bring the total number of issued and outstanding shares of Common Stock to 12,414,780, based on the number of the shares of Common Stock outstanding at the Record Date. If all the New Oudom Shares are issued, based on the number of the shares of Common Stock outstanding as of the Record Date, Mr. Oudom will hold 9,850,000 shares of Common Stock, or approximately 79.34% of the Common Stock outstanding post issuance. Below is a table reflecting Mr. Oudom’s holdings of Common Stock and percentage of shares outstanding with respect to each of the proposals being voted on;
Item |
| Percentage of | Percentage of | |||||
Number of Shares of Common Stock Held by Mr. Oudom | 1,250,000 | 32.77 | % | 10.069 | % | |||
Proposal One | 5,270,000 | 138.15 | % | 42.449 | % | |||
Proposal Two | 2,000,000 | 52.43 | % | 16.110 | % | |||
Proposal Three | 1,330,000 | 34.86 | % | 10.713 | % | |||
Aggregate, If All Proposals Are Approved | 9,850,000 | / |
| 79.34 | % | |||
If any of the proposals are approved, Mr. Oudom will have the ability to exercise a significant influence over our business and affairs and generally have the power to determine all matters submitted to a vote of our shareholders where our shares vote together as a single class, including the election of directors and approval of significant corporate transactions. Mr. Oudom may make decisions regarding our Company and our business that are opposed to other shareholders’ interests or with which other shareholders’ may disagree. Mr. Oudom’s voting power could have the effect of deterring or preventing a change in control of our Company that might otherwise be beneficial to our other shareholders.
Upon the issuance of all of the New Oudom Shares, Mr. Oudom will own 79.34% of our outstanding Common Stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:
(i) the requirement that a majority of our board of directors consist of “independent directors” as defined under the rules of Nasdaq;
(ii) the requirement that we have a compensation committee that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and
(iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.
If the New Oudom Shares are issued, we will be permitted to utilize these exemptions. While we do not presently intend to rely on these exemptions, we could decide to utilize these exemptions in the future, as long as we remain a controlled company. If we utilize such exemptions available to controlled companies, we may not have a majority of independent directors, our nominations committee and compensation committee may not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly, under these circumstances, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
Upon the issuance of the New Oudom Shares, we expect our independent directors, as such term is defined by the applicable rules and regulations of Nasdaq, will be Mia Kuang Ching, Sammi Ean Seok Ang, Timothy H. Safransky and Barry I. Regenstein.
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Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that all members of the Board, except Fnu Oudom, Tiewei Song and Xiaoping Wang, are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our Common Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stockCommon Stock as of July 31, 2016the Record Date for: (i) each stockholdershareholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock;Common Stock; (ii) each of our directors;directors and director nominees; (iii) each of our named executive officers; and (iv) all of our directors and executive officers as a group:
Name and Address of Beneficial Owner(s)(1)(2) | Amount and |
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Fnu Oudom, Chairman of the Board and President | 1,250,000 | 32.77 | % | ||
Tiewei Song, Director and Chief Executive Officer | 100,000 | 2.6 | % | ||
Baiqun Zhong, Interim Chief Financial Officer | — | — |
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Xiaoping Wang, Director and Chief Operating Officer | 50,000 | 1.3 | % | ||
Mia Kuang Ching, Director | — | — |
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Sammi Ean Seok Ang, Director | — | — |
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Timothy H. Safransky, Director | — | — |
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Barry I. Regenstein, Director | — |
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All officers and directors as a group (8 persons) | 1,400,000 | 36.67 | % | ||
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| Name and Address of Beneficial Owner(s) | Amount and Nature of Beneficial Owner(s)(1) | Percentage of Beneficial Ownership | ||||||
| Pelaria(2) P.O. Box 957 Offshore Incorporation Centre Road Town, Tortola, BVI | 2,540,119 | 38.18 | % | |||||
| Cloverbay(2) P.O. Box 957 Offshore Incorporation Centre Road Town, Tortola, BVI | 834,142 | 12.53 | % | |||||
| Gang, Li Chairman, CEO and President | 2,699,409 | (3) | 40.57 | % | ||||
| Lihua Wang Director and CFO | 674,852 | (4) | 10.14 | % | ||||
| Mia Kuang Ching Independent Director | -0- | -0- | ||||||
| Jianxin (Jason) Wang Independent Director | -0- | -0- | ||||||
| Zhuting Liu Independent Director | -0- | -0- | ||||||
| All officers and directors as a group (5 persons) | 3,374,261 | 50.71 | % | |||||
| (1) Pursuant |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our equity securities that are registered pursuant to Section 12 ofRule 13-d-3 under the Securities Exchange Act to file with the SEC initial reports of ownership and reports of changes in1934, as amended, beneficial ownership of our equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulationsa security consists of sole or shared voting power (including the power to furnish usvote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with copiesrespect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all Section 16(a) reports they file.shares beneficially owned.
We believe that our directors, officers and greater than 10% beneficial owners complied with all applicable Section 16 filing requirements.
EXECUTIVE COMPENSATION
Compensation of Executive Officers
We did not provide any compensation to our executive officers for the years ended December 31, 2014 or 2015.
Compensation of Directors
As at December 31, 2015, we had three non-employee directors, to whom we provided a total amount of $55,000 in compensation,(2) Unless as otherwise set forth in the table, below. As employeesthe address of the Company and/or its subsidiaries, Gang Li and Lihua Wang received no additional compensation for their services as directors:each beneficial owner is c/o BIMI International Medical Inc., at 725 5th Avenue, 15th Floor, 15-01, New York NY, 10022.
Householding Information
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| Name | Compensation | Other Fee | Total | |||||||||
| Mia Kuang Ching | $ | 24,000 | — | $ | 24,000 | |||||||
| Jianxin Wang | $ | 24,000 | — | $ | 24,000 | |||||||
| Zhuting Liu | $ | 7,000 | — | $ | 7,000 | |||||||
Outstanding Equity Awards at December 31, 2015
We have not implemented a stock option plan at this time and since inception, we have not issued any stock options, stock appreciation rights or other equity awards to our executive officers. We may decide, at a later date, and reserve the right to, initiate such a plan or plans as deemed appropriate by the Board of Directors.
Pension Benefits
We have not entered into any pension benefit agreements with any of our executive officers or directors. We contribute to the social insurance for our employees each month, which includes pension, medical insurance, unemployment insurance, occupational injuries insurance and housing provision funds in accordance with PRC regulations.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.
CERTAIN TRANSACTIONS
Transactions with related persons, promoters and certain control persons
As of December 31, 2015 and 2014, the amount due to a related party represented temporary advances made by the Company’s major stockholder, Pelaris International Ltd, which is controlled by Ms. Li Hua Wang (the Company’s CFO) and Mr. Gang Li (the Company’s CEO), which was unsecured, interest-free with no fixed repayment term. Imputed interest on this amount is considered insignificant.
Policy and Procedures Governing Related Person Transactions
In accordance with its charter, the Audit Committee is responsible for reviewing all “related party transactions” (defined as such transactions required to be disclosed pursuant to Item 404 of Regulation S-K) on an on-going basis. All such related party transactions must be approved by the Audit Committee.
HOUSEHOLDING OF PROXY MATERIALS
The SEC’sSEC has adopted rules that permit companies and intermediaries such(such as brokersbanks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholdersshareholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders.shareholders. This process, whichdelivery method is commonly referred to as “householding,” potentially provides extra convenience for stockholders“householding” and can result in cost savings for companies. Some brokers household proxy materials and annual reports, deliveringus. To take advantage of this opportunity, we may deliver a single proxy statement and annual report to multiple stockholders sharingshareholders who share an address, although each stockholderaddress. We will receive a separate proxy card. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwisedeliver upon oral or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker. If you would like to receivewritten request a separate copy of this year’s Proxy Statementour proxy statement to any shareholder of a shared address to which a single copy of our proxy statement was delivered. If you prefer to receive separate copies of our proxy statement, either now or Annual Report fromin the future, or if you currently are a shareholder sharing an address with another shareholder and wish to receive only one copy of future proxy statements for your household, please call us directly, please contact us byor send your request in writing to NF Energy Saving Corporation, Secretaryus.
Your vote is important. Please promptly vote your shares of our Common Stock by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.
By Order of the Board of Directors | ||
Tiewei Song | ||
Chief Executive Officer and President | ||
March 13, 2023 |
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OTHER MATTERS
Our Board
SPECIAL MEETING OF STOCKHOLDERS OF BIMI INTERNATIONAL MEDICAL INC. April 13, 2023 GO GREEN e-C onsent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Directors does not know of any matters thatMeeting, proxy statement and proxy card are to be presented for actionavailable at the Annual Meeting other than those described in this Proxy Statement. Should any other matter come before the Annual Meeting, however, the persons namedwww.usbimi.com Please sign, date and mail your proxy card in the enclosedenvelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00030000300300000000 5 041323 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS ONE THROUGH THREE. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. To approve, in accordance with Nasdaq Marketplace Rule 5635(a), the issuance of shares of Common Stock pursuant to the Phenix SPA, whereby the Company agreed to issue 270,000 shares of Common Stock to Mr. Oudom as partial consideration for the Company’s purchase of 100% of the equity interests in Phenix from Mr. Oudom, and to issue 5,000,000 additional shares of Common Stock to Mr. Oudom in the event Phenix attains profit of $2,500,000 in 2023. 2. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 2,000,000 shares of Common Stock to Mr. Oudom in consideration for a cash payment of $3,000,000 pursuant to the February SPA. 3. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 1,330,000 shares of Common Stock to Mr. Oudom pursuant to the Prepayment Agreement in consideration for the pre- payment of a $2,000,000 convertible promissory note sold by the Company to Mr. Oudom on December 6, 2022. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. The shares represented by this proxy will have discretionary authority to vote all proxiesbe voted as directed by the undersigned shareholder. If no direction is given, such shares will be voted “FOR” Proposal One, Proposal Two and Proposal Three, and in the discretion of the proxy holder(s) with respect to such matterother matters properly brought before the meeting, including any adjournments thereof. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in accordance with their judgment.partnership name by authorized person.
By OrderTable of the Board of DirectorsGang Li,President and Chief Executive OfficerAugust 23, 2016Contents
A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2015 is available without charge upon written request to: NF Energy Saving Corporation, 390 Qingnian Avenue, Heping District, Shenyang, Liaoning Province, PRC, 110015
NF ENERGY SAVING CORPORATION
BIMI INTERNATIONAL MEDICAL INC. PROXY CARD
2016 ANNUAL 2023 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 27, 2016
APRIL 13, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints GANG LIMr. Tiewei Song as attorney and LIHUA WANG, and each of them (with full power to act alone), as attorneys and proxiesproxy of the undersigned, with full power of substitution, to vote all shares of common stockCommon Stock of NF Energy Saving CorporationBIMI International Medical Inc. (the “Company”) which the undersigned may be entitled to vote at the 2016 Annual2023 Special Meeting of StockholdersShareholders to be held on September 27, 2016,April 13, 2023, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. (Continued and to be signed on the reverse side) 1.1 14475
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Instruction: To withhold authority to vote for an individual nominee, writeTable of Contents
SPECIAL MEETING OF STOCKHOLDERS OF BIMI INTERNATIONAL MEDICAL INC. April 13, 2023 PROXY VOTING INSTRUCTIONS INTERNET - Access “www.voteproxy.com” and follow the nominee’s nameon-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the spaceUnited States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided above.
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as soon as possible. IN PERSON - You may vote your shares in person by attending the Special Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement and proxy card are available at www.usbimi.com Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 00030000300300000000 5 041323 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS ONE THROUGH THREE. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE FOR AGAINST ABSTAIN 1. To approve, in accordance with Nasdaq Marketplace Rule 5635(a), the issuance of shares of Common Stock pursuant to the Phenix SPA, whereby the Company agreed to issue 270,000 shares of Common Stock to Mr. Oudom as partial consideration for the Company’s purchase of 100% of the equity interests in Phenix from Mr. Oudom, and to issue 5,000,000 additional shares of Common Stock to Mr. Oudom in the event Phenix attains profit of $2,500,000 in 2023. FOR AGAINST ABSTAIN 2. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 2,000,000 shares of Common Stock to Mr. Oudom in consideration for a cash payment of $3,000,000 pursuant to the February SPA. FOR AGAINST ABSTAIN 3. To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of 1,330,000 shares of Common Stock to Mr. Oudom pursuant to the Prepayment Agreement in consideration for the prepayment of a $2,000,000 convertible promissory note sold by the Company to Mr. Oudom on December 6, 2022. The shares represented by this proxy will be voted as directed by the undersigned stockholder.shareholder. If no direction is given, such shares will be voted “FOR” the nominees listed in Proposal 1, “FOR”One, Proposal 2, “FOR”Two and Proposal 3Three, and in the discretion of the proxy holder(s) with respect to other matters properly brought before the meeting, including any adjournments thereof.
PLEASE FOR AGAINST ABSTAIN MARK DATE, SIGN AND MAIL THIS PROXY IN“X” HERE IF YOU PLAN TO ATTEND THEENVELOPE PROVIDED FOR THIS PURPOSE. MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
Please print the name(s) appearing on each share certificate(s) over which you have voting authority:
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