SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

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xUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant  [X]
Filed by a Party other than the Registrant  [  ]
Check the appropriate box:
[X]Preliminary Proxy Statement
¨[  ]Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)14a-6(e)(2))
¨[  ]Definitive Proxy Statement
¨[  ]Definitive Additional Materials
¨[  ]Soliciting Material Pursuant to §240.14a-11(c) orunder §240.14a-12

ACL Semiconductors Inc.

(Name of Registrant as Specified In Its Charter)

N.A.

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x
EAGLE MOUNTAIN CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.

¨[   ]
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 (4)Proposed maximum aggregate value of transaction:

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o
[   ]Fee paid previously with preliminary materials.

o[   ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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ACL Semiconductors Inc.

Room 1701, 17/F, Tower 1

Enterprise Square, 9 Sheung Yuet Road

Kowloon Bay, Kowloon, Hong Kong

EAGLE MOUNTAIN CORPORATION
20333 Tomball Pkwy, Suite 204
Houston, Texas 77070

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS

OctoberSTOCKHOLDERS

TO BE HELD ON JULY 10, 2015

June 9, 2012

NOTICE IS HEREBY GIVEN2015

To the stockholders of Eagle Mountain Corporation:

Notice is hereby given that the 2012 AnnualSpecial Meeting of ShareholdersStockholders (the “Special Meeting”) of ACL Semiconductors Inc.,Eagle Mountain Corporation, a Delaware corporation (the “Company”) will be held on July 10, 2015, at 11 a.m. local time, at 20333 Tomball Pkwy, Suite 204, Houston, Texas 77070 for the following purposes, as more fully described in the office located at Room 1703, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong, on November 16, 2012, at 3:00 P.M. local time. Ataccompanying proxy statement (the “Proxy Statement”):

1)  To approve an amendment to the Company’s Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock at the ratio of one-for-eighteen;

2)   To approve an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 500,000,000 shares;

3)  To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals; and

4)  To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof.
Pursuant to the meeting, you will be asked to vote on:

(1)       The election of six directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified;

(2)       The approvalbylaws of the amendment to our certificateCompany, the Board of incorporation, as amended (the “Certificate of Incorporation”), to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc.; and

(3)       The transaction of such other business as may properly come before the meeting.

The board of directorsDirectors has fixed the close of business on October 10, 2012June 8, 2015 as the record date (the “Record Date”) for the determination of shareholdersstockholders entitled to notice and to vote at the Special Meeting and any adjournment thereof. Holders of the Company’s common stock as of the Record Date are entitled to vote at the Special Meeting. This notice, the Proxy Statement and proxy card will be first sent or made available to stockholders on June 19, 2015.

Your vote is important. Whether or not you plan to attend the Special Meeting, please vote your shares by promptly completing, signing and returning the enclosed proxy card using the enclosed envelope. The enclosed envelope requires no postage if mailed within the United States. You may also vote your shares over telephone or the internet in accordance with the instructions on the proxy card. Any stockholder attending the Special Meeting may vote in person, even if you have already returned a proxy card or voting instruction card.
BY ORDER OF THE BOARD OF DIRECTORS

/s/Ehud Amir
Ehud Amir
Chairman of the Board of Directors

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EAGLE MOUNTAIN CORPORATION
20333 Tomball Pkwy, Suite 204
Houston, Texas 77070
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
JULY 10, 2015
The enclosed proxy is solicited by the board of directors (“Board of Directors”) of Eagle Mountain Corporation, a Delaware corporation (the “Company”), in connection with the Special Meeting of Stockholders (the “Special Meeting”) of the Company, to be held on July 10, 2015, at 11 a.m. local time, at 20333 Tomball Pkwy, Suite 204, Houston, Texas 77070.  The principal executive office of the Company is located at 20333 Tomball Pkwy, Suite 204, Houston, Texas, 77070, and its telephone number is 281-378-8028.
At the Special Meeting, you will be asked to consider and vote upon the following matters:
1)  To approve an amendment to the Company’s Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock at the ratio of one-for-eighteen (the “Reverse Stock Split”);
2)  To approve an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 500,000,000 shares;
3)  To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals; and

4)  To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof.
The Board of Directors has fixed the close of business on June 8, 2015 as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the annual meeting. A listSpecial Meeting and any adjournment thereof. The notice of shareholders of record on the record dateSpecial Meeting (the “Notice”), this Proxy Statement,  and the proxy card will be first sent or made available to stockholders on June 19, 2015.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON JULY 10, 2015: THE NOTICE, PROXY STATEMENT, AND PROXY CARD ARE AVAILABLE AT WWW.PROXYVOTE.COM.


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QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I Receiving these Materials?

This Proxy Statement and the accompanying materials are being furnished with respect to the solicitation of proxies by the Board of Directors of the Company for inspection by shareholdersthe Special Meeting.

What Is Included in these Materials?

These materials include the Notice, the Proxy Statement, and a proxy card.

I Share an Address with Another Stockholder, and We Received Only One Paper Copy of the Proxy Materials. How May I Obtain An Additional Copy of the Proxy Materials?

The Company has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, the Company is delivering a single copy of the Notice and the Proxy Statement to multiple stockholders who share the same address unless the Company has received contrary instructions from one or more of the stockholders. This procedure reduces the Company’s printing and mailing costs, and the environmental impact of the Company’s shareholder meetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and the Proxy Statement to any stockholder at a shared address to which the Company delivered a single copy of any of these documents.
To receive a separate copy of the Notice, and the Proxy Statement, stockholders may write or speak to the Company at the officefollowing address and phone number:
EAGLE MOUNTAIN CORPORATION
20333 Tomball Pkwy, Suite 204
Houston, Texas 77070
Attn: Secretary
Phone: 281-378-8028
Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Who Is Entitled to Vote?
 Our Board has fixed the close of business on June 8, 2015 as the Record Date for a determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof.  Holders of the Corporation, Room 1701, 17/F.Company’s common stock, par value $0.001 per share (the “Common Stock”), TowerSeries B Convertible Preferred Stock (“Series B Preferred Stock”), Series C Convertible Preferred Stock (“Series C Preferred Stock”) and Series D Convertible Preferred Stock (“Series D Preferred Stock,” collectively with Common Stock, Series B Preferred Stock, Series C Preferred Stock, the “Voting Capital”) may vote on each proposal that may come before the Special Meeting.  Holders of our Common Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will each vote as a separate class on Proposals 1 Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong, during the ten days priorand 2 and will vote together as a single class on Proposal 3.
Holders of Common Stock are entitled to the meeting.

The enclosed proxy statement contains information pertaining to theone vote per share on all matters to be voted on at the annual meeting.

By order of the Board of Directors
/s/ Chung-Lun Yang
Chung-Lun Yang
Chairman and Chief Executive Officer

Hong Kong , China

October 9, 2012

THIS MEETING IS VERY IMPORTANT TO US AND TO OUR SHAREHOLDERS. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS DESCRIBED ON THE ENCLOSED PROXY CARD. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE ENCLOSED PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

The Proxy Statementby stockholders. Holders of Series B Preferred Stock, Series C Preferred Stock and our Annual Report on Form 10-K for the fiscal year ended December 31, 2011Series D Preferred Stock are available on the Internet at http://www.acl-semicon.com/

ACL Semiconductors Inc.

Room 1701, 17/F, Tower 1

Enterprise Square, 9 Sheung Yuet Road

Kowloon Bay, Kowloon, Hong Kong

PROXY STATEMENT

Annual Meeting of Shareholders

November 16, 2012

The accompanying proxy and this proxy statement have been prepared by our management for the board of directors. Your proxy is being solicited by the board of directors for use at the 2012 Annual Meeting of Shareholders to be held at our office, located at Room 1703, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong, on Friday, November 16, 2012 at 3:00 P.M., local time, or at any adjournment thereof. This proxy statement contains information about the matters to be considered at the meeting or any adjournments or postponements of the meeting and is first being mailed to shareholders, on or about October 19, 2012.

ABOUT THE MEETING

What is being considered at the meeting?

You will be voting for:

·The election of six directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified;

·The approval of the amendment to our Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc.; and

·The transaction of such other business as may properly come before the meeting.

Who is soliciting your proxy?

Your proxy is being solicited by our board of directors.

Who is entitled to vote at the meeting?

You may vote if you owned stock asnumber of the close of business on October 10, 2012, which is the record date for determining who is eligible to vote at the annual meeting. Each share of common stock is entitled to one vote.

How do I vote?

You can vote either by attending the meeting and voting at the meeting or by completing, signing and returning the enclosed proxy card.

Can I change my mind after I vote?

Yes, you may change your mind at any time before the polls close at the meeting. You can change your vote by signing another proxy with a later date and returning it to us priorvotes equal to the meeting or by voting againnumber of shares of Common Stock such shares of preferred stock are convertible into at such time.  On the meeting. Record Date, there were 39,684,495 shares of Common Stock outstanding, 8,000,000 shares of Series B Preferred Stock outstanding convertible into 720,000,000 shares of Common Stock, 2,050,000 shares of Series C Preferred Stock outstanding convertible into  3,690,000,000 shares of Common Stock, and 638,509 shares of Series D Preferred Stock outstanding convertible into 1,149,316,200  shares of Common Stock.

What Is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?
If your stock is heldshares are registered in a brokerage account, you must provide your brokername with instructions as to any changes in the voting instructions which you previously provided to your broker.

What if I sign and return my proxy card but I do not include voting instructions?

If you sign your proxy card and return it to us but you do not include voting instructions as to any proposal, your proxy will be voted FOR the election of the board of directors’ nominees for directors and FOR the approval of the amendment to our Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent, to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer, American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, NY 11219.

Will my shares be voted if I do not provide my proxy?

LLC, you are the “record holder” of those shares.  If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, they may be voted ifa bank or other holder of record, you provideare considered the “beneficial owner” of those shares held in “street name.”  If your broker with instructions as to how you want your shares voted. Your broker will send you instructions as to how you can vote shares that are held in street name, these proxy materials have been forwarded to you by that organization.  As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
Who May Attend the Meeting?
Record holders and beneficial owners may attend the Special Meeting.  If your shares are held in street name, you will need to bring a copy of a brokerage account.statement or other documentation reflecting your stock ownership as of the Record Date.

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How Do I Vote?
Stockholders of Record
For your convenience, our record holders have four methods of voting:

1.  
Vote by Internet. The website address for Internet voting is on your vote instruction form.

2.  
Vote by mail.  Mark, date, sign and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).

3.  
Vote by telephone. You may vote by proxy by calling the toll free number found on the vote instruction form.

4.  
Vote in person. Attend and vote at the Special Meeting.
Beneficial Owners of Shares Held in Street Name
For your convenience, our beneficial owners have four methods of voting:

1.  
Vote by Internet. The website address for Internet voting is on your vote instruction form.

2.  
Vote by mail.  Mark, date, sign and mail promptly your vote instruction form (a postage-paid envelope is provided for mailing in the United States).

3.  
Vote by telephone. You may vote by proxy by calling the toll free number found on the vote instruction form.

4.  
Vote in person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Special Meeting.
If you vote by Internet or by telephone, please DO NOT mail your proxy card.

All shares entitled to vote and represented by a properly completed and executed proxy received before the meeting and not revoked will be voted at the Special Meeting as you instruct in a proxy delivered before the Special Meeting. If you do not giveindicate how your shares should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board of Directors recommends on each of the enumerated proposals and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of the meeting. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
Is My Vote Confidential?
Yes, your vote is confidential. Only the following persons have access to your vote: the inspector of elections, individuals who help with processing and counting your votes, and persons who need access for legal reasons.  Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board of Directors.
What Constitutes a Quorum?
To carry on business at the Special Meeting, we must have a quorum.  A quorum is present when a majority of the shares entitled to vote, as of the Record Date, are represented in person or by proxy.  A quorum exists for purposes of Proposals 1 and 2 when holders of at least a majority of the outstanding shares of each of common stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are present at the Special Meeting either in person or by proxy.  A quorum exists for purposes of Proposal 3 when holders of at least a majority of the outstanding shares of the Voting Capital are present at the Special Meeting in person or by proxy.  Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, instructions asbank or other nominee) or if you vote in person at the Special Meeting.  Abstentions and broker non-votes will be counted towards the quorum requirement.  Shares owned by us are not considered outstanding or considered to how you wantbe present at the Special Meeting.  If there is not a quorum at the Special Meeting, our stockholders may adjourn the meeting.
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What is a Broker Non-Vote?
If your shares are held in street name, you must instruct the organization who holds your shares how to be voted, thenvote your shares.  If you do not provide voting instructions, your shares will not be voted either foron any non-routine proposal.  This vote is called a “broker non-vote.”  If you sign your proxy card but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by our Board of Directors.  Broker non-votes are not included in the electiontabulation of directorsthe voting results of any of the proposals and, therefore, do not effect these proposals.
Brokers cannot use discretionary authority to vote shares on any proposals to be considered at the Special Meeting if they have not received instructions from their clients.  Please submit your vote instruction form so your vote is counted.
Which Proposals Are Considered “Routine” or for the“Non-Routine”?
The approval of Reverse Stock Split and the amendment to ourthe Company’s Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc.

If you hold your shares directly in your own name, they will only be voted if you either sign and deliver a proxy or attend and vote at the meeting.

How many votes must be present to hold the meeting?

In order for us to conduct our meeting, we must have a quorum. We will have a quorum, and be able to conduct the meeting, if a majority of our outstanding shares as of October 10, 2012, are present at the meeting. Your shares will be counted as being present at the meeting if you attend the meeting or if you properly return a proxy by mail or if you give your broker voting instructions and the broker votes your shares.

On the record date, October 10, 2012, we had[ · ]shares of common stock outstanding. This number of shares does not include treasury stock. We will have a quorum if[ · ] shares of common stock are present and voting at the annual meeting.

What vote is required to elect directors?

Directors are elected by a plurality of the votes cast, which means that, as long as a quorum is present, the six nominees for director who receive the most votes will be elected. Abstentions will have no effect on the voting outcome with respect to the election of directors.

What vote is required for the approval of the amendment to our Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc.?

The approval of the proposed amendment to our Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc. requires the affirmative vote of a majority of our outstanding shares of common stock.

How are broker non-votes treated at the meeting?

Broker non-votes are proxies signed by brokers without voting on the election of directors or the amendment to our Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc. Broker non-votes are treated as present at the meeting for purposes of determining whether we have a quorum. However, since directors are elected by a plurality, and broker non-votes will not be voted for any nominees, as long as we have a quorum, including shares represented by broker non-votes, the six nominees for directors who receive the most votes will be elected. Since the amendment to our Certificate of Incorporation to change our corporate name from ACL Semiconductors Inc. to USmart Mobile Device Inc. requires the votes of a majority of our outstanding shares of common stock, broker non-votes will be similar to negative votes.

Who is paying the cost of the meeting?

We will pay for preparing, printing and mailing this proxy statement. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their out-of-pocket costs of sending the proxy materials to our beneficial owners. We estimate our costs at approximately $10,000.

PROPOSAL 1

RE-ELECTION OF DIRECTORS

          At the Annual Meeting, six individuals will be elected to serve as directors until the next annual meeting or until their successors are duly elected, appointed and qualified. The Company’s Board of Directors currently consists of six persons. Five of six individuals who are nominated for re-election to the Board of Directors are existing directors of the Company. Unless a shareholder WITHHOLDS AUTHORITY, a properly signed and dated Proxy will be voted “FOR ALL” of the six persons named below to serve as directors, unless the Proxy contains contrary instructions. Management has no reason to believe that any of the nominees will not be a candidate or will be unable to serve as a director. However, in the event any nominee is not a candidate or is unable or unwilling to serve as a director at the time of the re-election, unless the shareholder WITHHOLDS AUTHORITY from voting, the proxies will be voted “FOR” any nominee who shall be designated by the present Board of Directors to fill such vacancy.

          The six current Directors to be considered for re-election are Chung-Lun Yang, Kenneth Lap Yin Chan,Man Sing Lai,Ho Man Yeung, Wing Sun Leung and Ben Wong.

          Each of our Directors will generally serve one-year terms and shall hold office until the 2013 annual meeting of shareholders and until his successor has been duly elected, appointed and qualified. If all the nominees are elected, the Board of Directors will consist of six Directors.

          Unless Proxy Cards are otherwise marked, the persons named as proxies will vote all proxies received FOR the re-election of each nominee named in this section.

          At each annual meeting of shareholders, directors will be elected by the holders of Common Stock to succeed those directors whose terms are expiring. Directors will be elected annually and will serve until their successors are duly elected and qualified or until a director’s earlier death, resignation or removal. Our bylaws provide thatincrease the authorized number of directors may be changed by actionshares of Common Stock are considered non-routine for which brokers are not permitted to vote shares without customer direction.

What is an Abstention?
An abstention is a stockholders affirmative choice to decline to vote on a proposal.  Abstentions are not included in the tabulation of the majorityvoting results of any of the Board of Directors or by a vote of the shareholders of our Company. Vacancies in our Board of Directors may be filled by a majority vote of the Board of Directors with such newly appointed directorproposals and, therefore, do not affect these proposals.
How Many Votes Are Needed for Each Proposal to serve until the next annual meeting of shareholders, unless sooner removed or replaced.

        The following table sets forth certain information concerning the board of directors’ nominees for directors:

Pass?
NAMEProposal AGEVote Required POSITION
Broker
Discretionary
Vote Allowed
     
Chung-Lun Yang Approval of the Reverse Stock Split 51
A majority of outstanding shares of Common Stock and a majority of oustanding shares of Series B Preferred Stock and a majority of outstanding shares of Series C Preferred Stock and a majority of outstanding shares of Series D Preferred Stock.
 ChairmanNo
Approval of an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock from 50,000,000 shares to 500,000,000 shares
A majority of outstanding shares of Common Stock and a majority of oustanding shares of Series B Preferred Stock and a majority of outstanding shares of Series C Preferred Stock and a majority of outstanding shares of Series D Preferred Stock.
No
Adjournment of the Board of Directors and Chief Executive Officer
Kenneth LapYin ChanSpecial Meeting 50
A majority of the votes cast
 Director and Chief Operating Officer
Man Sing Lai44Director
Ho Man Yeung57Director
Wing Sun Leung48Director
Ben Wong49Director

Chung-Lun Yang, Chairman of the Board and Chief Executive Officer. Mr. Yang became a Director on September 30, 2003. Mr. Yang is the founder of Atlantic and has been a director of Atlantic since 1991. Mr. Yang graduated from The Hong Kong Polytechnic University in 1982 with a degree in electronic engineering. From October 1982 until April 1985, he was a sales engineer of Karin Electronics Supplies Ltd. From June 1986 until September 1991, he was Director of Sales (Samsung Components Distribution) of Evertech Holdings Limited, a Hong Kong based company. Mr. Yang has over 15 years of extensive experience in the electronics distribution business. The breadth of Mr. Yang’s sales and operational experience led the Board of Directors to believe this individual is qualified to serve as a director of the Company. Mr. Yang is also a member of The Institution of Electrical Engineers, United Kingdom.

Yes

Kenneth Lap Yin Chan, Director

What Are the Voting Procedures?
         In voting by proxy, you may vote in favor of or against the proposal, or you may abstain from voting on the proposal.  You should specify your respective choices on the accompanying proxy card or your vote instruction form.
All shares represented by proxy will be voted at the Special Meeting in accordance with the choices specified on the proxy, and Chief Operating Officer. Mr. Chan became a Director and Chief Operating Officer on June 11, 2010. Mr. Chan was servingwhere no choice is specified, in accordance with the Company as the Chief Financial Officer from September 30, 2003 to February 23, 2011. Mr. Chan has been with Atlantic since 2001 serving as Financial Controller. From 1988 to 2001, Mr. Chan worked for a number of banks in Hong Kong, including Standard Chartered Bank, Dao Heng Bank and Asia Commercial Bank. He has more than 12 years of experience in corporate and commercial finance, based on which he was chosen to be a member of the board. Mr. Chan graduated from the University of Toronto in 1986 with a Bachelor’s Degree in Commerce.

Man Sing Lai, Director. Mr. Lai became an Independent Director on December 1, 2010. As a memberrecommendations of the Board of DirectorsDirectors. Thus, where no choice is specified, the proxies will be voted for the approval of the Reverse Stock Split, for the approval of an amendment to the Company,Company’s Certificate of Incorporation to increase the Company approved a monthly compensationauthorized number of $1,282 (HK$10,000). Mr. Lai has been Chief Financial Officershares of Mainland Headwear Holdings Limited since 2008, a headwear manufacturer whose shares are publicly traded onCommon Stock and for the main boardadjournment of the Hong Kong Stock Exchange. From 2007Special Meeting.


Is My Proxy Revocable?
You may revoke your proxy and reclaim your right to 2008 Mr. Lai was Financial Controller of J.I.C. Technology Company Limited, a LCD manufacturer whose shares are publicly traded on the main board of the Hong Kong Stock Exchange. From 2001 to 2007, Mr. Lai was the Director of Financevote at GVG Digital Technology Holdings (HK) Ltd a DVD player manufacturer in China. Mr. Lai graduated with a BSc in Management Science from the London School of Economics in 1990, a Bachelors of Business in 1994 from the University of Southern Queensland in Australia and a Masters in Business Administration in 2007 from the University of Western Sydney in Australia. Mr. Laiany time before it is a member of the HKICPA and CPA Australia. It is based on his extensive experience in business management and corporate governance that Mr. Lai was chosen to be a member of the board.

          Ho Man Yeung, Director. Mr. Yeung became an Independent Director on December 1, 2010. As a member of the Board of Directorsvoted by giving written notice to the Company, the Company approved a monthly compensation of $1,282 (HK$10,000). Mr. Yeung has been a Director of Avnet Sunrise Ltd. since 2002. Avnet Sunrise Ltd. is a subsidiary of Avnet, Inc. [NYSE: AVT] a global distributor of electronic components and devices. Mr. Yeung has over twenty-five years of experience in the electronic distribution industry. It is these experiences and qualifications for which Mr. Yeung was chosen to be a member of our board. Mr. Yeung graduated from University of Salford with a BSc in Electronics and earned a Certified Diploma of Accounting at Manchester Polytechnic University.

Wing Sun Leung, Director. Mr. Leung became an Independent Director on December 1, 2010. As a member of the Board of Directors to the Company, the Company approved a monthly compensation of $1,282 (HK$10,000). Mr. Leung has been Project Director since April 2010 at German Alternative Investment (Shenzhen) Company Co. Ltd. an investment and advisory services firm. From 2007 to 2009, Mr. Leung was Vice President and Senior Consultant at Shenzhen Everich Industrial Co. Ltd., an importer and exporter of electronics. Prior to that, Mr. Leung was Sales Director at Sigmatel Asia Inc., a distributor of electronic components in China and Hong Kong. Mr. Leung has over twenty years of experience in the electronics distribution industry in the United States, China and Hong Kong. Mr. Leung graduated from the Chinese University of Hong Kong with a BSc in Social Science. Based on such professional experience, Mr. Leung was chosen to be a member of the board.

Ben Wong. Since 2006, Mr. Wong has been the Chief Executive Officer and Director of USmart Electronic Products Limited, a provider ofODM (Original Design Manufacturing) and OEM (Original Equipment Manufacturing) services for various electronic products. Mr. Wong graduated from the Chinese Culture University of Taiwan in 1986 with a Bachelor’s Degree of Science in Mechanical Engineering. The breadth of Mr. Wong’s managerial experience led the Board of Directors to believe this individual is qualified to serve as a director of the Company.

          Each director holds office (subject to our By-Laws) until the next annual meeting of shareholders and until such director’s successor has been elected and qualified. There are no family relationships between any of our directors and executive officers.

          There have been no events under any bankruptcy act, no criminal proceedings and no judgments, orders or decrees material to the evaluation of the ability and integrity of any director or executive officerSecretary of the Company, duringby delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the past five years.

Special Meeting.  All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Eagle Mountain Corporation, 20333 Tomball Pkwy, Suite 204, Houston, Texas, 77070, Attention: Secretary.

Board Meetings

          During

Who Is Paying for the fiscal year ended December 31, 2011, our Board of Directors held 4 meetings. No director who served during the fiscal year ended December 31, 2011 attended fewer than 80%Expenses Involved in Preparing and Mailing this Proxy Statement?
All of the meetingsexpenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us.  In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person.  Such persons will receive no compensation for their services other than their regular salaries.  Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Boardshares held of Directors during that year.

Committeesrecord by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. 


6
Do I Have Dissenters’ Rights of Appraisal?
The Company’s stockholders do not have appraisal rights under Delaware law or under the governing documents of the Board

          On January 20, 2011,Company with respect to the Boardmatters to be voted upon at the Special Meeting.

How can I find out the Results of the Voting at the Special Meeting?
Preliminary voting results will be announced at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file within four business days of the meeting.
What Interest Do Officers and Directors established an Audit Committee, Nominating Committee and Compensation CommitteeHave in Matters to Be Acted Upon?
Members of the Board of Directors and elected:

(i)Mr. Man Sing Lai, Mr. Ho Man Yeung and Mr. Wing Sun Leung to serve on the Audit Committee, and Mr. Man Sing Lai to act as the Chairman of the Audit Committee;

(ii)Mr. Man Sing Lai, Mr. Ho Man Yeung, Mr. Wing Sun Leung and Mr. Hung Ming Joseph Chu (not up for reelection at the Annual Meeting) to serve on the Nominating Committee, and Mr. Man Sing Lai to act as the Chairman of the Nominating Committee; and

(iii)Mr. Man Sing Lai, Mr. Ho Man Yeung and Mr. Wing Sun Leung to serve on the Compensation Committee, and Mr. Man Sing Lai to act as the Chairman of the Compensation Committee.

Codeexecutive officers of Business Conduct and Ethics

          Wethe Company do not have any interest in any proposal that is not shared by all other stockholders of the Company.


PROPOSAL 1:
APPROVAL OF THE REVERSE STOCK SPLIT

On May 27, 2015, the Company’s Board of Directors unanimously adopted a written coderesolution approving and recommending to the stockholders for their approval an amendment to the Company’s Certificate of business conductIncorporation to effectuate a reverse stock split of the Company’s issued and ethics, knownoutstanding Common Stock at the ratio of one-for-eighteen (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, in lieu of issuing fractional shares, holders of the Company’s Common Stock otherwise entitled to a fractional share as our Codea result of Business Conductthe Reverse Stock Split, will receive shares in an amount to be rounded up to the next whole number.
The form of the Certificate of Amendment to the Company’s Certificate of Incorporation to effect the Reverse Stock Split will be substantially as set forth on Appendix A (subject to any changes required by applicable law). The Board of Directors reserves the right, even after stockholder approval, to abandon or postpone the filing of the Certificate of Amendment to effect the Reverse Stock Split if the Board of Directors determines that it is not in the best interests of the Company and Ethics which applies to allthe stockholders.

Background and Reasons for the Reverse Stock Split
Our Board of Directors approved the Reverse Stock Split with the primary intent of increasing the market price of our directors, officers,Common Stock and employees, includingto make our principal executive officerCommon Stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock Split is in the best interest of the Company and our principal financialstockholders.
We believe that the Reverse Stock Split will make our Common Stock more attractive to a broader range of institutional and accounting officer. A copyother investors, as we have been advised that the current market price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the Codeinvesting public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of Business Conductthose policies and Ethics is attachedpractices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because broker commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our Common Stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our Common Stock.

In addition, the Reverse Stock Split would reduce the number of shares of Common Stock outstanding without reducing the total number of authorized shares of Common Stock.  As a result, we would have a larger number of authorized but unissued shares from which to issue additional shares of Common Stock upon conversion of convertible preferred stock we recently issued as Exhibit 14more fully discussed in Proposal 2.  
Other than the issuance of Common Stock upon conversion of the preferred stock as discussed in Proposal 2, the Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares that would become available as a result of the Reverse Stock Split.
7
Principal Effects of Reverse Stock Split

Effect on Authorized, Issued and Outstanding, and Reserved Shares of Common Stock
Currently, we are authorized to issue up to a total of 50,000,000 shares of Common Stock, of which 39,684,495 shares were issued and outstanding as of the Record Date. The Reverse Stock Split would not alter the number of shares of authorized Common Stock.
The proposed Reverse Stock Split will not alter the relative rights and preferences of existing stockholders, or the number of shares of Common Stock authorized for issuance. All issued and outstanding shares of Common Stock will remain fully paid and non-assessable after the Reverse Stock Split. The number of stockholders of record would not be affected by the Reverse Stock Split. The Reverse Stock Split will increase the number of authorized but unissued shares of Common Stock available for future issuance in proportion to the Annual Reportnumber of issued and outstanding shares. The Company has no current plans to issue any of these authorized but unissued shares.

Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.  As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will decrease from 39,684,495 shares to approximately 2,204,695 shares. Since additional shares are being issued in order to round up fractional shares, we do not know the exact number of shares of Common Stock that will be outstanding after the Reverse Stock Split.
Effect on Form 10-K forAuthorized Preferred Stock.

Currently the period ended December 31, 2003. To receiveCompany is authorized to issue up to a copytotal of twenty million (20,000,000) shares of preferred stock, par value $0.001 per share, 10,688,509 shares of which are issued and outstanding. The proposed amendment to our certificate of incorporation will not impact the total authorized number of shares of preferred stock or the par value of the preferred stock.

Effect on Voting Rights.

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split, other than the rounding up of fractional shares as described below. For example, a holder of 1% of the voting power of the outstanding shares of Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding shares of Common Stock after the Reverse Stock Split, subject to the rounding up of fractional shares.
Effect on Par Value Shares and Accounting Matters.

The Reverse Stock Split will not affect the par value per share of our CodeCommon Stock, which will remain at $0.001 per share. As a result, as of Business Conductthe effective time of the Reverse Stock Split, the stated capital attributable to our Common Stock on the Company’s balance sheet (which consists of the par value per share of our Common Stock multiplied by the aggregate number of the issued shares of Common Stock) will be reduced proportionately based on the Reverse Stock Split ratio, and Ethics, at no cost, requests shouldthe additional paid-in capital account (which consists of the difference between the Company’s stated capital and the aggregate amount paid to us upon the issuance of all currently issued shares of Common Stock) will be directedcredited with the amount by which the stated capital is reduced. The per-share net income or loss and net book value of our Common Stock will be increased as a result of the Reverse Stock Split because there will be fewer shares of Common Stock outstanding.
Effect on Equity Incentive Plans

The Company’s equity incentive plan includes provisions for appropriate adjustments to the Secretary, ACL Semiconductor, Inc., Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong. We intendnumber of shares of Common Stock covered by the plans and by stock options and other grants of stock-based awards under the plans, as well as the per share exercise prices. If the Company’s stockholders approve the Reverse Stock Split, an outstanding stock option to disclose any amendmentpurchase one share of Common Stock would thereafter evidence the right to or waiverpurchase a fraction of a provisionshare of Common Stock consistent with the Reverse Stock Split ratio (rounding any fractional shares up to the nearest whole share), and the exercise price per share would be a corresponding multiple of the Codeprevious exercise price (rounded down to the nearest cent). For example, a pre-split option for 15,000 shares of Business ConductCommon Stock with an exercise price of $1.00 per share would be converted post-split into an option to purchase 5,000 shares of Common Stock with an exercise price of $3.00 per share.  Further, the number of shares of Common Stock authorized and Ethicsreserved for issuance under the plans will be reduced in a report filedproportion to the exchange ratio of the Reverse Stock Split.
As of the Record Date, the Company had reserved or authorized for issuance 5,000,000 shares of Common Stock pursuant to the Company’s equity incentive plan. Following the effectiveness of the Reverse Stock Split, the number of shares Common Stock available for issuance under the plan would be approximately 277,778 shares.
8
Effect on the Company’s Registration and Reporting under the Securities Exchange Act of 1934 as amended, within four business days of the amendment or waiver.

Shareholder Communications

          Shareholders and other interested parties may contact the Board of Directors or the non-management directors as a group at the following address: Board of Directors or Independent Directors, ACL Semiconductor, Inc., Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong. All communications received at the above address will be relayed to the Board of Directors or the non-management directors, respectively. Communications regarding accounting, internal accounting controls or auditing matters may also be reported to the Board of Directors using the above address.

          Typically, we do not forward to our directors communications from our shareholders or other communications which are of a personal nature or not related to the duties and responsibilities of the Board, including:

Junk mail and mass mailings

New product suggestions

Resumes and other forms of job inquiries

Opinion surveys and polls

Business solicitations or advertisements

.

Compliance with

The Company’s Common Stock is currently registered under Section 16(A) of The Securities Exchange Act of 1934

          Section 16(a)12(g) of the Securities Exchange Act of 1934, as amended requires our directors(“Exchange Act”), and executive officersthe Company is subject to the periodic reporting and persons who own more than ten percentother requirements of a registered class of our equity securities (collectively, “Reporting Person”) to file with the SEC initial reports of ownership and reports of changes in ownershipExchange Act. The proposed Reverse Stock Split will not affect the registration of our Common Stock and other equity securities ofor the Company. Reporting Persons are required byCompany’s reporting obligations under the SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file. ToExchange Act. We will obtain a new CUSIP number for our knowledge, based solely on a review of the copies of such reports furnished to us, we believe that during fiscal year ended December 31, 2011 all Reporting Persons complied with all applicable filing requirements.

Involvement in Certain Legal Proceedings

          None of our directors has been, during the past ten years:

          (i) involved in any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer, eitherCommon Stock effective at the time of the bankruptcyReverse Stock Split.


Anti-Takeover Effects of the Reverse Stock Split

The Reverse Stock Split would reduce the number of shares of Common Stock outstanding without reducing the total number of authorized shares of Common Stock.  As a result, we would have a larger number of authorized but unissued shares for future issuance. Although the Company has no intent or plan to employ the additional unissued authorized shares as an anti-takeover device, it is possible that management could use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders. For example, shares of authorized and unissued Common Stock could (within the limits imposed by applicable law) be issued in one or more transactions that would discourage persons from attempting to gain control of the Company, by diluting the voting power of shares then outstanding. Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. Each of these, together with other anti-takeover provisions in our charter documents and provided by Delaware law, could potentially limit the opportunity for the Company’s stockholders to dispose of their stock at a premium.

The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device or to secure management’s positions within ten yearsthe Company.

Implementation of Reverse Stock Split
Effective Time. If Proposal 1 is approved at the Special Meeting and the Board elects, in its sole discretion, to implement the Reverse Stock Split, the Reverse Stock Split will become effective upon filing of the Certificate of Amendment with the office of the Secretary of State of the State of Delaware. Except as explained below with respect to fractional shares, as of the effective time of the Reverse Stock Split, every eighteen shares of Common stock issued and outstanding immediately prior to that time;

          (ii) named ineffective time will be, automatically and without any action on the part of the stockholders, reclassified as, and combined and changed into, one share of Common Stock.

Fractional Shares. No fractional shares of Common Stock will be issued as a defendantresult of the Reverse Stock Split. Any fractional share interest a shareholder would otherwise receive as a result of the Reverse Stock Split will be rounded upward to the nearest whole number.
Beneficial Holders of Common Stock. Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker or counter-claimant in any civil litigationother nominee in the past ten years;

          (iii) convictedsame manner as registered stockholders whose shares are registered in their names. Banks, brokers or plead nolo contendereother nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our Common Stock with a bank, broker or other nominee and who have any criminal proceedingquestions in this regard are encouraged to contact their banks, brokers or is subjectother nominees.

Registered “Book-Entry” Holders of Common Stock. Certain of the registered holders of our Common Stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our Common Stock. They are, however, provided with statements reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with our transfer agent will not need to take action to receive evidence of their shares of post-Reverse Stock Split Common Stock.
Holders of Certificated Shares of Common Stock. Stockholders holding shares of our Common Stock in certificated form will be sent a transmittal letter by our transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our Common Stock (the “Old Certificates”) to our transfer agent in exchange for certificates representing the appropriate number of shares of post-Reverse Stock Split Common Stock (the “New Certificates”). No New Certificates will be issued to a pending criminal proceeding (excluding traffic violationsstockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to our transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of shares of our Common Stock to which they are entitled as a result of the Reverse Stock Split. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of shares of post-Reverse Stock Split Common Stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on its reverse side, the New Certificate will be issued with the same restrictive legend on its reverse side.

9
Risks and Potential Disadvantages Associated with the Reverse Stock Split
The primary purpose of the proposed Reverse Stock Split of our Common Stock is to combine the issued and outstanding shares of Common Stock into a smaller number of shares so that the shares of Common Stock will trade at a higher price per share than recent trading. Although the Company expects that the Reverse Stock Split will result in an increase in the market price of our Common Stock, the Reverse Stock Split may not increase the market price of our Common Stock in proportion to the reduction in the number of issued shares of Common Stock or result in the permanent increase in the market price, which is dependent upon many factors, including the Company’s performance, prospects and other minor offences);

          (iv) subjectfactors detailed from time to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoined, barred, suspended or otherwise limited from involvementtime in any type of business, securities, futures, commodities or banking activities;

          (iv) found by a court of competent jurisdiction (in a civil action),the Company’s reports filed with the Securities and Exchange Commission or(“SEC”). If the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law,Reverse Stock Split is accomplished and the judgment has not been reversed, suspended, or vacated;

          (v) involved in any judicial or administrative proceeding resulting from involvement in mail or wire fraud or fraud in connection with any business entity;

          (vi) involved in any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions ( other than settlements of civil proceedings among private parties);

          (vii) involved in any disciplinary sanction or orders imposed by a stock, commodities or derivatives exchange or other similar self- regulatory organization.

Board Leadership Structure and Risk Oversight Role

          Our Chief Executive Officer also serves as Chairmanmarket price of our Board of Directors. Our Board of Directors contains 7 Directors,Common Stock declines, the percentage decline as an absolute number and 4as a percentage of the Directors are Independent Directors. We believe that suchCompany’s overall market capitalization may be greater than would occur in the absence of a leadership structure is suitable forReverse Stock Split.

Even though the Company at its present stage of development, andBoard believes that the interestspotential advantages of a Reverse Stock Split outweigh any disadvantages that might result, the following are some of the Company are best served by the combinationpossible disadvantages of the roles of Chairman of the Board and Chief Executive Officer.

          As a matter of regular practice, and as part of its oversight function, our Board of Directors undertakes a review of the significant risks in respect to our business. Such review is supplemented as necessary by outside professionals with expertise in substantive areas germane to our business. With our current governance structure, our Board of Directors and senior executives, there is not a significant division of oversight and operational responsibilities in managing the material risks facing the Company.

Reverse Stock Split:
·                  The reduced number of outstanding shares of Common Stock resulting from a Reverse Stock Split could adversely affect the liquidity of our Common Stock. Although the Board believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not necessarily improve.
 
 
·                  A Reverse Stock Split could result in a significant devaluation of the Company’s market capitalization and the trading price of our Common Stock, on an actual or an as-adjusted basis, based on the experience of other companies that have accomplished reverse stock splits.

Director Independence

          The Company has adopted the independence definitions of NASDAQ in determining whether our directors are independent. The discussion below reflects such standards of independence.

          Our Board of Directors has determined that four of our directors qualify as “independent” as the term is used in Item 407 of Regulation S-K as promulgated by the SEC and as that term is defined under NASDAQ Rule 4200(a) (15).

Audit Committee

          Our Audit Committee established on January 20, 2011, acts pursuant to our Audit Committee Charter. A copy of our audit committee charter is available at http://www.acl-semicon.com

          Man Sing Lai, Ho Man Yeung and Wing Sun Leung currently serve on our audit committee. Messrs. Lai, Yeung and Leung are each independent directors as required by Section 301 of the Sarbanes-Oxley Act of 2002, Rule 10A(3)(b)(1) of the Securities Exchange Act of 1934 and Section 5605 of the NASDAQ Corporate Governance Rules. Mr. Lai serves as the Chairman of our audit committee and qualifies as an audit committee financial expert. Our audit committee, among other things:

selects the independent auditors, considering independence and effectiveness;

receives the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence;

discusses the scope and results of the audit with the independent auditors and reviews with management and the independent auditors our interim and year-end operating results;

discusses with the independent accountant the matters required to be discussed by Statement on Auditing Standards No. 114 (Communications with Audit Committees);

considers the adequacy of our internal accounting controls and audit procedures;

reviews and approves all audit and non-audit services to be performed by the independent auditors; and

administers the whistleblower policy.

          The audit committee has the sole and direct responsibility for appointing, evaluating and retaining our independent auditors and for overseeing their work.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

          The Audit Committee of the board of directors is comprised entirely of independent directors who meet the independence requirements of NASDAQ and the SEC. The Committee operates pursuant to a charter that is available on the Management Team section of our website.

          The Audit Committee oversees the Company’s financial reporting process on behalf of the board of directors. Management is responsible for the preparation, presentation, and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal controls over financial reporting. The Company’s independent auditors are responsible for expressing an opinion as to the conformity of the Company’s consolidated financial statements with generally accepted accounting principles and auditing management’s assessment of the effectiveness of internal control over financial reporting.

 
 
·                  A Reverse Stock Split may leave certain stockholders with one or more “odd lots,” which are stock holdings in amounts of fewer than 100 shares of Common Stock. These odd lots may be more difficult to sell than shares of Common Stock in even multiples of 100. Additionally, any reduction in brokerage commissions resulting from the Reverse Stock Split, as discussed above, may be offset, in whole or in part, by increased brokerage commissions required to be paid by stockholders selling odd lots created by the Reverse Stock Split.

          In performing its responsibilities, the Audit Committee has reviewed and discussed, with management and the independent auditors, the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The Audit Committee has also discussed with the independent auditors matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T.

          Pursuant to the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, the Audit Committee received written disclosures and the letter from the independent auditors, and discussed with the auditors their independence.

          Based on the reviews and discussions referred to above, the Audit Committee unanimously recommended to the board of directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

AUDIT COMMITTEE

Man Sing Lai

Ho Man Yeung

Wing Sun Leung

Compensation Committee

          Our Compensation Committee established on January 20, 2011, acts pursuant to our Compensation Committee Charter. A copy of our compensation committee charter is available at http://www.acl-semicon.com

          Man Sing Lai, Ho Man Yeung and Wing Sun Leung currently serve on our compensation committee. Messrs. Lai, Yeung and Leung are independent directors as required by SEC Rules and as defined in Section 5605 of NASDAQ Corporate Governance Rules. Mr. Lai serves as the Chairman of our compensation committee. Our compensation committee, among other things:

         ��• recommends to the board of directors the compensation level of the executive officers;

          • reviews and makes recommendations to our board of directors with respect to our equity incentive plans;

          • establishes and reviews general policies relating to compensation and benefits of our employees.

Nominations of Directors

          Our Nominating Committee established on January 20, 2011, acts pursuant to our Nominating Committee Charter. A copy of our nominating committee charter is available at http://www.acl-semicon.com

          Man Sing Lai, Ho Man Yeung, Wing Sun Leung and Hung Ming Joseph Chu (not up for reelection at the Annual Meeting) currently serve on our nominating committee. Messrs. Lai, Yeung, Leung and Chu are independent directors as required by SEC Rules and as defined in Section 5605 of NASDAQ Corporate Governance Rules. Mr. Lai serves as the Chairman of our nominating committee. The nominating committee is charged with the responsibility of reviewing our corporate governance policies and with proposing potential director nominees to the board of directors for consideration.

          The nominating committee will consider director nominees recommended by security holders. To recommend a nominee please write to the Nominating Committee of ACL Semiconductors Inc. c/o Kenneth Chan, Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong. During 2010, we did not pay any fees to any third parties to assist in the identification of nominees. During 2010, we did not receive any director nominee suggestions from stockholders.

 
 
·                  There can be no assurance that the market price per share of Common Stock after the Reverse Stock Split will increase in proportion to the reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split.

          The nominating committee, (1) has no policy with regard to the nomination of candidates recommended by security holders; (2) has developed no specific minimum qualifications that it believes must be met by a Board-recommended nominee for a position on the Board; (3) has developed no specific qualities or skills that it believes are necessary for a member of the Board to possess; (4) has no specific process for identifying and evaluating nominees for director and (5) does not have a policy with regard to the consideration of diversity in identifying director nominees.

Code of Ethics

          We have adopted a written code of business conduct and ethics, known as our Code of Business Conduct and Ethics which applies to all of our directors, officers, and employees, including our principal executive officer and our principal financial and accounting officer. Our Code of Business Conduct and Ethics is posted at www.acl-semicon.com. To receive a copy of our Code of Business Conduct and Ethics, at no cost, requests should be directed to the Secretary, ACL Semiconductor, Inc., Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong. We intend to disclose any amendment to, or waiver of, a provision of the Code of Business Conduct and Ethics in a report filed under the Securities Exchange Act of 1934, as amended, within four business days of the amendment or waiver.

Required Vote

          Directors are elected by a plurality of the votes cast. Abstentions and broker “non-votes” will have no effect on the vote for re-election of directors.

No Appraisal Rights

          Shareholders will not have dissenters’ or appraisal rights under the Delaware General Corporation Law or under the Company’s certificate of incorporation in connection with the re-election of directors.

 
 
·                  The total market capitalization of our Common Stock after the proposed Reverse Stock Split may be lower than the total market capitalization before the proposed Reverse Stock Split and, in the future, the market price of our Common Stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the proposed Reverse Stock Split.

PROPOSAL 2

APPROVAL

·                  The increase in the ratio of authorized but unissued shares of Common Stock to issued shares of Common Stock resulting from the Reverse Stock Split may be construed as having an anti-takeover effect by permitting the issuance of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of our certificate of incorporation or bylaws.
Certain Material U.S. Federal Income Tax Considerations Applicable to the Reverse Stock Split
The following is a summary of certain material U.S. federal income tax considerations applicable to of the Reverse Stock Split, and does not purport to be a complete discussion of all of the possible U.S. federal income tax consequences of the Reverse Stock Split. The summary assumes that the pre-Reverse Stock Split shares were, and the post-Reverse Stock Split shares will be, held as “capital assets” as defined in Section 1221 of the Internal Revenue Code of 1986, as amended, (the “Code”), which generally means property held for investment. It does not address shareholders subject to special rules, such as non-U.S. shareholders, financial institutions, tax-exempt organizations, insurance companies, dealers in securities, traders in securities that elect the mark-to-market method of accounting, mutual funds, S corporations, partnerships or other pass-through entities, U.S. persons with a functional currency other than the U.S. dollar, shareholders who hold the pre-Reverse Stock Split shares as part of a straddle, hedge, integration, constructive sale or conversion transaction, shareholders who hold the pre-Reverse Stock Split shares as qualified small business stock within the meaning of Section 1202 of the Code, shareholders who are subject to the alternative minimum tax provisions of the Code, and shareholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock options or otherwise as compensation. This summary is based upon the provisions of the U.S. federal income tax law as of the date hereof, which is subject to change, possibly with retroactive effect. It does not address tax considerations under state, local, non-U.S, and non-income tax laws (including gift or estate tax), nor does it address considerations under alternative minimum tax or Medicare tax. If an entity classified as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership.

10
The Company has not obtained a ruling from the Internal Revenue Service or an opinion of legal or tax counsel with respect to the consequences of the Reverse Stock Split.

The Reverse Stock Split is intended to constitute a tax-free recapitalization within the meaning of Section 368(a) of the Code. Subject to the discussion below regarding treatment of a shareholder who receives whole shares due to a rounding up of its fractional shares resulting from the Reverse Stock Split, and assuming the Reverse Stock Split qualifies as a recapitalization, a shareholder generally will not recognize gain or loss due to the Reverse Stock Split. The aggregate tax basis of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Stock Split shares exchanged therefor, and the holding period of the post-Reverse Stock Split shares received will include the holding period of the pre-Reverse Stock Split shares exchanged.

Shareholders whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for U.S. federal income tax purposes equal to the value of the additional fractional share. The treatment of the exchange of a fractional share for a whole share in the Reverse Stock Split is not clear. We intend to treat the issuance to a shareholder of a whole share in exchange for a fractional share as a non-recognition event, but there can be no assurance that the Internal Revenue Service or a court would not successfully assert otherwise.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE AMENDMENTREVERSE STOCK SPLIT DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER. ACCORDINGLY, EACH SHAREHOLDER IS ADVISED TO OUR CERTIFICATECONSULT THE STOCKHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF INCORPORATIONTHE POTENTIAL TAX CONSEQUENCES TO CHANGE OUR CORPORATE NAME TO USMART MOBILE DEVICE INC.

Our board of directors has proposed that we amend our certificate of incorporation to change our corporate name to USmart Mobile Device Inc. As previously disclosed in our current report in Form 8-K filed with the SEC on September 28, 2012, we have acquired 100% of the outstanding equity of Jussey Investments Limited, which owns (i) 100% equity interest in eVision Telecom Limited, a Hong Kong based solution house that specializes in CDMA2000 (also known as Evolution-Data Optimized or “EV-DO”) platform, and (ii) 80% equity interest in USmart Electronic Products Limited, a provider ofTHE SHAREHOLDER OF A REVERSE STOCK SPLIT.


ODM (Original Design Manufacturing) and OEM (Original Equipment Manufacturing) services for various electronic products. The board believes that the new name reflects the direction that we have taken as we would like to become a stronger and more involving participant in the telecom market with our own R&D capacities and brands. So far we have taken steps to broaden our business by pursuing acquisitions of companies in the telecom industry. Inconnection with the change of name, our common stock will receive a new CUSIP number. However, it will not be necessary for you to exchange your stock certificates. Certificates issued with our current corporate name will continue to be valid.

Our Certificate of Incorporation will be amended to change Article FIRST to read as follows:

“FIRST: The name of the corporation is USmart Mobile Device Inc. (the “Corporation”)”.

Vote Required

The approval of the amendment to our certificate of incorporation requires the affirmative vote of a majority of ourthe outstanding shares of common stock.

each of the Common Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock on the Record Date is required to approve the Reverse Stock Split. Abstentions and “broker non-votes” will not be counted as having been voted on the proposals, and therefore will have the same effect as negative votes.

The Board of Directors Recommendation

The board of directors recommends a vote FOR the approval of the proposal to amend our certificate of incorporation to change our corporate name to USmart Mobile Device Inc.

Reverse Stock Split.

Other Information

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED SHAREHOLDER MATTERS [TO BE UPDATED]

The following table sets forth certain information regarding beneficial ownership of our Common Stock as of August 31, 2012:the Record Date (i) by each person who is known by us to own beneficially more than 5% of the Common Stock,our voting securities, (ii) by each of our directors and officers, (iii) by each of our executive officers and (iv) by all our directors and executive officers as a group. On such date, we had 34,830,495Unless otherwise indicated, it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect to the shares of Common Stock outstanding.

shown.

As used in the table below, the term beneficial ownership with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during thewithin 60 days immediately following August 31, 2012.of the Record Date. Except as otherwise indicated, the shareholdersstockholders listed in the table have sole voting and investment powers with respect to the shares indicated. In addition, unless otherwise indicated,

Name and Address of Shares of
Common Stock		  Percentage of
Class		 
Beneficial Owner Beneficially
Owned		  Beneficially
Owned(1)		 
Chung-Lun Yang (2) (3)
No. 78, 5th Street, Hong
Lok Yuen, Tai Po, New
Territories, Hong Kong		  26,622,000   76.4%
         
Kun Lin Lee (2) (3)
7F, No 16 Huan-her East
Road Sec 4, Yuan Ho
City, Taipei, Taiwan		  60,000   0.2%
         
Kenneth Lap Yin Chan (2) (3)
Flat B, 8/F., Block 19,
South Horizons, Aplei
Chau, Hong Kong		  0   0.0%
         
Ming Yan Leung (2)
G/F., 11 Ka Fuk Lane,
Tuen Mun, New
Territories, Hong Kong		  0   0.0%
         
Man Sing Lai (3)
Flat B, 23/F., Block 31,
Laguna City, Cha Kwo
Ling Road, Kwun Tong,
Kowloon, Hong Kong		  0   0.0%
         
Ho Man Yeung (3)
Block 4, 7/F. Unit B, The
Grand Panorama, 10
Robinson Road, Central,
Hong Kong		  0   0.0%
         
Wing Sun Leung (3)
5658 Owens Drive, #202,
Pleasanton, CA 94588,
USA		  0   0.0%
         
Hung Ming Joseph Chu (3)
8D, Block 6, The
Sherwood, Tuen Mun,
New Territories, Hong
Kong		  0   0.0%
         
All Directors and Officers as a Group  26,682,000   76.6%

the address for each person named below is c/o Eagle Mountain Corporation, 20333 Tomball Pkwy, Suite 204, Houston, Texas 77070.
11
 
 
  
Shares of Common Stock
Beneficially Owned
   
Percentage of Class
Beneficially Owned(1)
 
5% Stockholder        
Chung-Lun Yang
No. 78, 5th Street, Hong Lok Yuen, Tai Po, New Territories, Hong Kong
   26,622,000    67.1%
Farburn Holdings Limited (2)
1601 Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong.
   3,600,000    9.1%
Ho Fun Cheng (2)
1601 Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong.
   3,600,000    9.1%
         
Directors and Officers        
Ronald Cormick  1,620,000,000 (3)   97.6%
Ehud Amir  2,340,000,000 (4)   98.3%
Larry Eastland  450,000,000 (5)   91.9%
Haley Manchester  0   0%
All Directors and Officers as a Group  4,410,000,000   99.1%
(1)Applicable percentage of ownership is based on 34,830,49539,684,495 shares of Common Stock outstanding as of August 31, 2012,the Record Date, together with securities exercisable or convertible into shares of Common Stock within 60 days of August 31, 2012,the Record Date, for each shareholder.stockholder. Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to securities exercisable or convertible into shares of Common Stock that are currently exercisable or exercisable within 60 days of December 31, 2011,the Record Date, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(2)The shares are owned directly by Farburn Holdings Limited (“Farburn”) and indirectly by Ho Fun Cheng (“Mr. Cheng”) through his equity ownership in Farburn. In addition, Mr. Cheng is the sole director of Farburn, and may be deemed as beneficial owner of these shares. Farburn acquired these shares from the Company pursuant to certain Amended and Restated Finder and Consulting Agreement dated October 15, 2012.
(3)Represents 1,620,000,000 shares of Common Stock is the only outstanding classissuable upon conversion of equity securities900,000 shares of the Company.Series C Preferred Stock held by Heritage Resources Limited, over which Ronald Cormick holds voting and dispositive power.

(2)Executive Officer

(3)Director Except as otherwise set forth, information on the stock ownership of these persons was provided to us by such persons.

 (4)Includes (i) 720,000,000 shares of Common Stock issuable upon conversion of 8,000,000 shares of Series B Preferred Stock held by Amir Holdings Limited, over which Ehud Amir holds voting and dispositive power; and (ii) 1,620,000,000 shares of Common Stock issuable upon conversion of 900,000 shares of Series C Preferred Stock.
 (5)Represents 450,000,000 shares of Common Stock issuable upon conversion of 250,000 shares of Series C Preferred Stock held by EDLA Family Trust LLC over which Larry Eastland holds voting and dispositive power.

COMPENSATION DISCUSSION AND ANALYSIS

Summary

          Our approach

12
 PROPOSAL 2:
APPROVAL OF AN AMENDMENT TO CERTIFICATE OF CORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY

Purpose and Effect of the Amendment

                On May 27, 2015, the Board of Directors approved, subject to executive compensation is influenced by our beliefstockholder approval, an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Company from 50,000,000 shares to 500,000,000 shares.
On June 5, 2015, the Company executed an assignment and assumption agreement (the “Assumption Agreement”) with Eagle Mountain Ltd., a Belize corporation (the “Assignor”). Pursuant to the Assumption Agreement, the Company acquired certain agreements and assets and assumed debts in rewarding peoplethe aggregate amount of $1,327,017 from the Assignor. In consideration, the Company issued the Assignor and/or its assignees 8,000,000 shares of Series B Preferred Stock and 2,050,000 shares of Series C Preferred Stock, and 100,000 shares of a newly designed Series D Preferred Stock (collectively, the “Preferred Shares”).The Company also entered into debt exchange agreements (the “Exchange Agreements”) with holders of convertible debentures which the Company assumed from the Assignor. Pursuant to the Exchange Agreements, the holders released the Company in full from the Company’s obligations to pay them an aggregate of $1,327,017 in convertible debentures in exchange for consistently strong execution and performance. We believethe issuance to the holders of an aggregate of 538,509 shares of Series D Convertible Preferred Stock.

Pursuant to the Certificates of Designation of the Preferred Shares, the Preferred Shares are automatically convertible into shares of Common Stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of Common Stock except that the ability to attract and retain qualified executive officers and other key employees is essential to our long term success.

Named Executive Officers

          The named executive officers for the fiscal year ended December 31, 2011 are: Chung-Lun Yang, our Chief Executive Officer; Kun Lin Lee, our Chief Financial Officer; Kenneth Lap Yin Chan, our Chief Operating Officer; and Ming Yan Leung, our Chief Technology Officer. These individuals are referred to collectively herein as the “Named Executive Officers.”

OUR EXECUTIVE COMPENSATION PROGRAM

Overview

          The primary elementsconversion of our executive compensation program are base salary, incentive cash and stock bonus opportunities and equity incentives typically in the form of stock option grants. Although we provide other types of compensation, these three elements are the principal means by which we provide the Named Executive Officers with compensation opportunities.

          The emphasis on the annual bonus opportunity and equity compensation componentsSeries D Preferred Stock shall not occur before September 1, 2015. As of the executive compensation program reflect our belief that a large portion of an executive’s compensation should be performance-based. This compensation is performance-based because payment is tied to the achievement of corporate performance goals. To the extent that performance goals are not achieved, executives will receive a lesser amount of total compensation. We have entered into employment agreements with four of our Named Executive Officers. Such employment agreements set forth base salaries, bonuses and stock option grants. Such stock option grants are predicated on our achievement of corporate performance goals as set forth in such agreements.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Base Salary

          We pay a base salary to certainresult of the Named Executive Officers. In general, base salaries for the Named Executive Officers are determined by evaluating the responsibilitiesissuance of the executive’s position,Preferred Shares, the executive’s experience and the competitivenessCompany is committed to issue an aggregate of the marketplace. Base salary adjustments are considered and take into account changes in the executive’s responsibilities, the executive’s performance and changes in the competitiveness5,559,316,200 shares of the marketplace. We believe that the base salaries of the Named Executive Officers are appropriate within the context of the compensation elements provided to the executives and because they are at a level which remains competitive in the marketplace.

Bonuses

Common Stock. The Board of Directors may authorize usbelieves that the increase in our authorized Common Stock is required to give discretionary bonuses, payableremain in cash orcompliance with the reserve requirements of our outstanding convertible preferred stock.

In addition, the Board of Directors believes it continues to be in our best interest to have sufficient additional authorized but unissued shares of Common Stock available in order to provide flexibility for corporate action in the Named Executive Officersfuture. Management believes that the availability of additional authorized shares for issuance from time to time in the Board of Directors’ discretion in connection with possible acquisitions of other companies, future financings, investment opportunities, stock splits or dividends or for other corporate purposes is desirable in order to avoid repeated separate amendments to our Certificate of Incorporation, as amended, and other key employees. Such bonuses are designedthe delay and expense incurred in holding special meetings of the Stockholders to motivateapprove such amendments.
The terms of the Named Executive Officersadditional shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock. However, because holders of Common Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of Common Stock will reduce the current stockholders' percentage ownership interest in the total outstanding shares of Common Stock. This amendment and other employeesthe creation of additional shares of authorized Common Stock will not alter the current number of issued shares. The relative rights and limitations of the shares of Common Stock will remain unchanged under this amendment.

The proposed increase in the authorized number of shares of Common Stock could have a number of effects on the Company's stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to achieve specified corporate, business unit and/dilute the stock ownership or individual, strategic, operational and other performance objectives.

Stock Options

          Stock options constitute performance-based compensation because they have valuevoting rights of persons seeking to obtain control of the recipient onlyCompany, even if the pricepersons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent stockholders. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Company does not have any other provisions in its charter, bylaws, employment agreements, credit agreements or any other documents that have material anti-takeover consequences. Additionally, the Company has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.


Stockholders should recognize that, as a result of the increase in our authorized shares of Common Stock, increases. We have not granted any stock options to anythey will own a fewer percentage of our Named Executive Officers and the grant of stock options to Named Executive Officers is not a material factor in making compensation determinationsshares with respect to our Named Executive Officers. However, we havethe total authorized shares of the Company, than they presently own, and will be diluted as a result of any issuances contemplated by the Company in the past used stock options as incentives for our other employees.future.
Other than the issuance of Common Stock options generally vest over time, with obtainment of a corporate goal, or a combinationupon conversion of the two. Preferred Shares as discussed above, there are currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock which are proposed to be authorized.

The grantform of stock options is designed to motivate our employees to achieve our short term and long term corporate goals.

Retirement and Deferred Compensation Benefits

          We do not have any arrangements with the Named Executive Officers to provide them with retirement and/or deferred compensation benefits.

Perquisites

          There were no perquisites providedamendment to the Named Executive Officers.

Post-Termination/ChangeCompany’s Articles of Control Compensation

          We do not have any arrangements withIncorporation to increase the Named Executive Officers to provide them with compensation following terminationauthorized number of employment.

Tax Implicationsshares of Executive Compensation

          Our aggregate deductions for each Named Executive Officer compensation are potentially limited by Section 162(m) of the Internal Revenue Code to the extent the aggregate amount paid to an executive officer exceeds $1 million, unless it is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions specified in the Internal Revenue Code. At our 2011 Named Executive Officer compensation levels, we did not believe that Section 162(m) of the Internal Revenue Code wouldCommon Stock will be applicable, and accordingly, we did not consider its impact in determining compensation levels for our Named Executive Officers in 2011.

Hedging Policy

          We do not permit the Named Executive Officers to “hedge” ownership by engaging in short sales or trading in any options contracts involving our securities.

Option Exercises and Stock Vested

          No options have been exercised by our Named Executive Officers during the fiscal year ended December 31, 2011.

Pension Benefits

          Under the Mandatory Provident Fund (“MPF”) Scheme Ordinance in Hong Kong, the Company is required to set up or participate in an MPF scheme to which both the Company and employees must make continuous contributions throughout their employment based on 5% of the employees’ earnings, subject to maximum and minimum level of income. For those earning less than the minimum level of income, they are not required to contribute but may elect to do so. However, regardless of the employees’ election, their employers must contribute 5% of the employees’ income. Contributions in excess of the maximum level of income are voluntary. All contributions to the MPF scheme are fully and immediately vested with the employees’ accounts. The contributions must be invested and accumulated until the employees’ retirement.

Nonqualified Deferred Compensation

          We do not have any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Employment Agreements

          We have entered into employment agreements with our Mr. Yang, which sets the base salarysubstantially as set forth in our summary compensation table.

Executive Officer Compensation

The following table sets forth the annual and long-term compensationon Appendix B (“Certificate of our Named Executive Officers for services in all capacities to the Company for the last two fiscal years ended December 31, 2011 and December 31, 2010.

Summary Compensation Table

Name and
Principal
Position		 Year  Salary  Bonus  Stock
Awards		  Option
Awards		  Non-Equity
Incentive Plan
Compensation		  Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings		  All Other
Compensation		  Total 
     ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($) 
                            
Chung-Lun Yang,  2011  $492,308   1,000,000   —   —   —   —   —  $1,492,308 
                                     
Chairman of the Board and Chief Executive Officer  2010  $443,590   800,000   —   —   —   —   —  $1,243,590 

Amendment”).

Outstanding equity awards at fiscal year-end

          None.

Compensation of Directors

          The following table sets forth the Director compensation for service on the Board of Directors of the Company for the fiscal year ended December 31, 2011.

Compensation of Directors

          The following table sets forth the Director compensation for service on the Board of Directors of the Company for the fiscal year ended December 31, 2011.

Name
(a)		 Fees
Earned or
Paid in
Cash
($)		  Stock
Awards
($)		  Option
Awards
($)*		  Non-Equity
Incentive Plan
Compensation
($)		  Non-qualified
Deferred
Compensation
Earnings
($)		  All Other
Compensation
($)		  Total
($)		 
                      
Man Sing Lai $15,385   —   —   —   —   —  $15,385 
Ho Man Yeung $15,385   —   —   —   —   —  $15,385 
Wing Sun Leung $15,385   —   —   —   —   —  $15,385 
Hung Ming Joseph Chu $15,385   —   —   —   —   —  $15,385 
Kun Lin Lee  —   —   —   —   —   —   — 
Kenneth Lap Yin Chan  —   —   —   —   —   —   — 

          We compensate our independent directors an amount of HK$10,000 (US$1,282) per month for serving on our board of directors, in addition to reimbursement for out of pocket expenses incurred in attending director meetings. We do not compensate our executive directors for serving on the board of directors.


CERTAIN RELATED PERSON TRANSACTIONS

          All related person transactions are reviewed and, as appropriate, may be approved or ratified by the Board of Directors. Related person transactions are If approved by the Boardstockholders, the Certificate of Directors only if, based on allAmendment will become effective upon filing with the Delaware Secretary of State as required by the General Corporation Law of Delaware. It is anticipated that this will occur promptly following the date of the factsSpecial Meeting.


13
        Vote Required
The affirmative vote of a majority of the outstanding shares of each of the Common Stock, Series B Preferred Stock, Series C Preferred Stock and circumstances, theySeries D Preferred Stock as of the Record Date will be required for the approval of this Proposal 2. Abstentions and broker non-votes are considered shares of stock present in person or not inconsistent with, our best interestsrepresented by proxy at the Special Meeting and our shareholders, asentitled to vote and are counted in determining the Boardnumber of Directors determines in good faith. votes necessary for a majority. An abstention will therefore have the practical effect of voting against Proposal 2 because it represents one less vote for approval.
The Board of Directors takes into account, among other factors it deemsrecommends you voting for the approval of Proposal 2.

PROPOSAL 3:
ADJOURNMENT
At the Special Meeting, we may ask our stockholders to vote on a proposal to adjourn the Special Meeting if necessary or appropriate whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Board of Directors may also impose such conditions as it deems necessary and appropriate on us or the related person in connection with the transaction.

          In the case of a transaction presented to the Board of Directors for ratification, the Board of Directors may ratify the transaction or determine whether rescission of the transaction is appropriate.

Transactions with Aristo Technologies Limited / Mr. Yang

          This represented Aristo transactions with various related parties of Mr. Yang.

          As of December 31, 2011 and 2010, we had an outstanding receivable from Aristo / Mr. Yang, the President and Chairmansole discretion of our Board of Directors, totaling $5,780,400including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve any of the other proposals.

If at the Special Meeting the number of shares of our Common Stock present or represented by proxy and $13,647,827, respectively. These advances bear no interestvoting in favor of a proposal is insufficient to approve such proposal, then our Board of Directors may hold a vote on each proposal that has garnered sufficient votes, if any, and are payable on demand. The receivable due from Aristo / Mr. Yangthen move to adjourn the Special Meeting as to the Company is derived from the consolidationremaining proposals in order to solicit additional proxies in favor of those remaining proposals.
Alternatively, even if there are sufficient shares of our Common Stock present or represented by proxy voting in favor of all of the financial statementsproposals, our Board of Aristo,Directors may hold a variable interest entity, withvote on the Company. A repayment plan has been entered with Mr. Yang.

          Foradjournment proposal if, in its sole discretion, it determines that it is necessary or appropriate for any reason to adjourn the years ended December 31, 2011Special Meeting to a later date and 2010, we recorded compensationtime. In that event, the Company will ask its stockholders to Mr. Yang of $1,492,308vote only upon the adjournment proposal and $1,243,590 respectively,not any other proposal.

Any adjournment may be made without notice (if the adjournment is not for more than thirty days and paid $1,492,308 and $1,243,590 respectively to Mr. Yang as compensationa new record date is not fixed for his services.

Transactions with Solution Semiconductor (China) Limited

          Mr. Yang is a director and the sole beneficial owneradjourned meeting), other than by an announcement made at the Special Meeting of the equity interests of Solution Semiconductor (China) Ltd. (“Solution”). On April 1, 2009, we entered into a lease agreement with Solution pursuant to which we lease one facility. The lease agreement for this facility expired on April 30, 2011. The monthly lease payment for this lease is $1,090. We incurredtime, date and paid an aggregate rent expense of $4,359 and $13,077 to Solution during the year ended December 31, 2011 and 2010.

          During the years ended December 31, 2011 and 2010, we purchased inventories of $49,421 and $43,123 respectively from Solution. As of December 31, 2011 and 2010, there were no outstanding accounts payable to Solution.

          Two facilities located in Hong Kong owned by Solution were used by the Company as collateral for loans from DBS Bank (Hong Kong) Limited (“DBS Bank”) (formerly Overseas Trust Bank Limited) and The Bank of East Asia, Limited (“BEA Bank”) respectively.

Transactions with Systematic Information Limited

          Mr. Yang, the Company’s Chief Executive Officer, majority shareholder and a director, is a director and shareholder of Systematic Information Ltd. (“Systematic Information”) with a total of 100% interest. On September 1, 2010, we entered into a lease agreement with Systematic Information pursuant to which we lease one facility. The lease agreement for this facility expired on April 30, 2011. The monthly lease payment for this lease totals $641. We incurred and paid an aggregate rent expense of $2,564 and $7,692to Systematic Information during the years ended December 31, 2011 and 2010.

          During the years ended December 31, 2011 and 2010, we received service charges of $8,154 and $8,154 respectively from Systematic Information. The service fee was charged for back office support for Systematic Information.

          During the years ended December 31, 2011 and 2010, we sold products for $1,347,148 and $767,981 respectively, to Systematic Information. As of December 31, 2011 and 2010, there were no outstanding accounts receivables from Systematic Information.

          A workshop located in Hong Kong owned by Systematic Information was used by the Company as collateral for loans from BEA Bank.

Transactions with Global Mega Development Limited

          Mr. Yang is the sole beneficial ownerplace of the equity interests of Global Mega Development Ltd. (“Global”). During the years ended December 31, 2011and 2010, we sold products for $3,325 and $8,292 respectively, to Global. As of December 31, 2011 and 2010, there were no outstanding accounts receivables from Global.

          During the years ended December 31, 2011 and 2010, we purchased inventories of $0 and $2,308 respectively from Global. As of December 31, 2011 and 2010, there were no outstanding accounts payable to Global.

Transactions with Systematic Semiconductor Limited

          Mr. Yang is a director and sole beneficial owneradjourned meeting.

Any adjournment of the equity interests of Systematic Semiconductor Ltd. (“Systematic”). DuringSpecial Meeting will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the years ended December 31, 2011Special Meeting as adjourned.
If we adjourn the Special Meeting to a later date, we will transact the same business and, 2010,unless we receivedmust fix a management fee of $7,692 and $7,692 respectively from Systematic. The management fee was charged for back office support for Systematic.

Transactions with Atlantic Storage Devices Limited

          Mr. Yang is a director and 40% shareholder of Atlantic Storage Devices Ltd. (“Atlantic Storage”). The remaining 60% of Atlantic Storage is owned by a non-related party. Duringnew record date, only the years ended December 31, 2011 and 2010, we sold products for $361,698 and $9,589 respectively,stockholders who were eligible to Atlantic Storage. As of December 31, 2011 and 2010, there were no outstanding accounts receivables from Atlantic Storage.

          Duringvote at the years ended December 31, 2011 and 2010, we purchased inventories of $101,790 and $28,800 respectively, from Atlantic Storage. As of December 31, 2011 and 2010, there were no outstanding accounts payable to Atlantic Storage.

Transactions with City Royal Limited

          Mr. Yang, the Company’s Chief Executive Officer, majority shareholder and a director, is a 50% shareholder of City Royal Limited (“City”). The remaining 50% of City is owned by the wife of Mr. Yang. A residential property located in Hong Kong owned by City was used by the Company as collateral for loans from DBS Bank.

Transactions with Kasontech Electronics Limited

          Mr. Kenneth Lap Yin Chan, the Company’s Director and Chief Operating Officer, is a 33% shareholder of Kasontech Electronics Limited (“Kasontech”). During the years ended December 31, 2011 and 2010, we received a management fee of $7,949 and $12,821 respectively from Kasontech. The management fee was charged for back office support for Kasontech. As of December 31, 2011 and 2010, there were no outstanding accounts receivables from Kasontech.

Transactions with Aristo Components Limited

          Mr. Ben Wong resigned from his director position with the Company effective on June 11, 2010. He is a 90% shareholder of Aristo Components Ltd. (“Aristo Comp”). The remaining 10% of Aristo Comp is owned by a non-related party. After the date of his resignation, all companies under his personal control will no longer be a related party and will not enjoy privileged treatment andoriginal meeting will be subjectpermitted to vote at the same trading terms as other ordinary outside parties. Duringadjourned meeting.


VOTE REQUIRED
The affirmative vote of a majority of shares of Voting Capital present at the years ended December 31, 2011 and 2010, we received a management fee of $12,308 and $12,308 respectively from Aristo Comp. The management fee was charged for back office support for Aristo Comp.

          During the years ended December 31, 2011 and 2010, we sold products for $1,403,064 and $120,282 respectively, to Aristo Comp. As of December 31, 2011 and 2010, there were no outstanding accounts receivables from Aristo Comp.

          During the years ended December 31, 2011 and 2010, we purchased inventories of $39,107 and $276 respectively from Aristo Comp. As of December 31, 2011 and 2010, there were no outstanding accounts payable to Aristo Comp.

Transactions with Smart Global Industrial Limited

          Mr. Yang is a director and 50% shareholder of Smart Global Industrial Limited (“Smart”). During the years ended December 31, 2011 and 2010, we sold products for $26,886 and $0 respectively to Smart. As of December 31, 2011 and 2010, there were no outstanding accounts receivables from Smart.

Acquisition of Jussey Investment Limited

On September 28, 2012, ACL International Holdings Limited (“ACL Holdings” or the “Purchaser”), a Hong Kong incorporated company wholly owned by the Company, entered into an Agreement of Sale and Purchase (the “SPA”), pursuant to which it acquired (the “Acquisition”) 100% of the outstanding equity of Jussey Investments Limited (“Jussey”), a company incorporated in British Virgin Islands and which owns (i) 100% equity interest in eVision Telecom Limited (“eVision”), a Hong Kong incorporated company, and (ii) 80% equity interest in USmart Electronic Products Limited (“USmart”), a Hong Kong incorporated company, which owns 100% equity interest in Dongguan Kezheng Electronics Limited, a wholly foreign-owned enterprise organized under the laws of the People's Republic of China (the “PRC”).

Under the terms of the SPA, the Company, through ACL Holdings, purchased from Mr. Zhiming Li, a PRC resident (the “Shareholder” or “Seller”) who owned 100% of the outstanding equity (the “Shares”) of Jussey. Pursuant to the SPA, the purchase price toSpecial Meeting will be paid by ACL Holdingsrequired for the Shares is approximately US$2,200,000 in the aggregate (the “purchase price”). The purchase price is payable in cash in full within 5 business days after the completion of the Acquisition.

Ben Wong, a nominee for director at the Annual Meeting, is the Chief Executive Officer of USmart.

FINANCIAL STATEMENTS

Our audited financial statements, which include our consolidated balance sheets at December 31, 2011 and 2010, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2011, and the notes to our consolidated financial statements, are included in our Form 10-K for the year ended December 31, 2011. A copy of our Form 10-K for the year ended December 31, 2011, either accompanied or preceded the deliveryapproval of this proxy statement.

CopiesProposal 3.

The Board of our Form 10-K forDirectors recommends voting “for” authorization to adjourn the year ended December 31, 2011 may be obtained without charge by writing toACL Semiconductor, Inc., Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong. Exhibits will be furnished upon request and upon payment of a handling charge of $.25 per page, which represents our reasonable cost on furnishing such exhibits. Copies of our Form 10-K are available on our website at www.ACL-Semicon.com. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of such site is http//www.sec.gov

Special Meeting if necessary or appropriate.

INDEPENDENT PUBLIC ACCOUNTANTS

Albert Wong & Co. was appointed as independent auditors for the Company for the fiscal year ending December 31, 2011. Albert Wong & Co. continued to be engaged by the Company in the current fiscal year as

OTHER BUSINESS
As of the date of this proxy statement. The Company does not expect representatives of Albert Wong & Co. to be present atProxy Statement, the Annual Meeting.

Principal Accounting Fees and Services

          The following table presents fees, including reimbursements for expenses, professional audit services and other services rendered by Albert Wong & Co. CPA firms during the years ended December 31, 2011 and 2010. Albert Wong & Co. audited our annual financial statements for the year ended December 31, 2011 and 2010.

  Fiscal
2011		  Fiscal
2010		 
Audit Fees (1) $70,000  $58,000 
Audit Related Fees (2) $—  $— 
Tax Fees (3) $—  $— 
All Other Fees (4) $—  $— 
         
Total $70,000  $58,000 

(1)Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Albert Wong & Co. CPA firms in connection with statutory and regulatory filings or engagements. Audit Fees billed by Albert Wong & Co. CPA firm includes audited fees for auditing our annual financial statements and interim reviews for the fiscal year 2010 to 2011.

(2)Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” There were no such fees in fiscal year 2011 or 2010.

(3)Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. There were no such fees in fiscal year 2011 or 2010.

(4)All Other Fees consist of fees for products and services other than the services reported above. There were no such fees in fiscal year 2011 or 2010.

Policy on Board of Directors Pre-Approval of Audit and Non-Audit Services of Independent Auditor

The Company’s audit committee appoints, sets the compensation for and oversees the workmanagement of the independent auditor. On an ongoing basis, management communicates specific projects and categoriesCompany has no knowledge of service for which approval of the audit committee is requested. The audit committee reviews these requests and advises management if it approves the engagement of the independent auditor. Management reports to the audit committee regarding the actual spending for such projects. The projects and categories of serviceany business that may include any or all of the following:

Audit- Annual audit fees relate to services rendered in connection with the audit of the Company’s consolidated financial statements and the quarterly reviews of financial statements included in the Company’s Forms 10-Q.

Audit Related Services- Audit related services include fees for SEC registration statement services and consultation on accounting standards or transactions.

Tax-Tax services include fees for tax compliance, tax advice and tax planning.

OTHER MATTERS

Other Matters to be Submitted

Our board of directors does not intend to present to the meeting any matters not referred to in the form of proxy. If any proposal not set forth in this proxy statement should be presented for actionconsideration at the meeting, and is a matter which shouldSpecial Meeting, other than that described above. As to other business, if any, that may properly come before the meeting,Special Meeting, or any adjournment thereof, it is intended that the shares represented by proxiesProxy hereby solicited will be voted within respect toof such mattersbusiness in accordance with the judgment of the persons voting them.

Deadline for Submission of Shareholder Proposals for the 2013 Annual Meeting

Shareholders may present proposals for inclusion in the Proxy Statement for the 2013 Annual Meeting of Shareholders provided that such proposals are received by the Company’s Chairman and Chief Executive Officer, Mr. Chung-Lun Yang, ACL Semiconductors, Inc., Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong no later than July 16, 2013. The use of certified mail, return receipt requested, is advised. To be eligible for inclusion, a proposal must comply with our Bylaws, Rule 14a-8 and all other applicable provisions of Regulation 14A under the Securities Exchange Act of 1934. Proposals submitted not in accordance with such regulations will be deemed untimely or otherwise deficient; however, the Company will have discretionary authority to include such proposals in the 2013 Proxy Statement.

By Order of the Board of Directors
October 9, 2012/s/ Chung-Lun Yang

Chung-Lun Yang

Chairman and Chief Executive Officer

holders.

Preliminary Copy

ACL SEMICONDUCTORS INC.

ANNUAL MEETING PROXY CARD

THIS PROXY IS BEING SOLICITED ON BEHALF

BY ORDER OF OURTHE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 2012

          The undersigned hereby appoints Chung-Lun Yang and Kenneth Lap Yin Chan, each and together as proxies and each with full power of substitution, to represent and to vote all shares of Common Stock of ACL Semiconductors Inc. (the “Company” or “ACL”) at the annual meeting of shareholders

/s/ Ehud Amir
Ehud Amir
Chairman of the Company to be held on Friday, November 16, 2012 at 3:00P.M. Hong Kong Time, and at any adjournment or postponement thereof, hereby revoking any and all proxies heretofore given.

1.Proposal 1: To elect six Directors for a term expiring at the Company’s next annual meeting or until their successors are duly elected and qualified.

INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below.

Nominees: Chung-Lun Yang, Kenneth Lap Yin Chan,Man Sing Lai,Ho Man Yeung, Wing Sun Leung and Ben Wong

£ FOR ALL£ WITHHOLD£ FOR ALL EXCEPT

Board of Directors

 

2.Proposal 2: To authorize the Board of Directors to amend our Certificate of Incorporation to change our corporate name to USmart Mobile Device Inc.

£ FOR£ AGAINST£ ABSTAIN

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Our Board of Directors believes that Proposal 1 and Proposal 2 are fair to, and in the best interests of, all of our shareholders. Accordingly, our Board of Directors unanimously recommends that you vote “FOR” these nominees in Proposal 1 and “FOR” Proposal 2.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the special meeting or any adjournments thereof. If you wish to vote in accordance with our Board of Directors’ recommendations, just sign below. You need not mark any boxes.

Dated:2012
Signature of Shareholder
Signature of Shareholder (if held jointly)

NOTES:

1. Please sign your name exactly as your name appears hereon. If the shares are owned by more than one person, all owners should sign. Persons signing as executors, administrators, trustees or in similar capacities should so indicate. If a corporation, please sign the full corporate name by the president or other authorized officer. If a partnership, please sign in the partnership name by an authorized person.

2. To be valid, the enclosed form of Proxy for the annual meeting, together with the power of attorney or other authority, if any, under which it is signed, must be received by 8:00 A.M. Eastern Time, on November 16, 2012 at the offices of our transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue

Brooklyn, NY 11219. Tel: 718.921.8261

3. Returning the enclosed form of Proxy will not prevent you from attending and voting in person at the annual meeting or any adjournment or postponement thereof.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD

PROMPTLY TO AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

EXHIBIT


Appendix A


CERTIFICATE OF AMENDMENT

OF

THE

CERTIFICATE OF INCORPORATION

OF

ACL SEMICONDUCTORS INC.

Pursuant to Sections 228 and 242 of

EAGLE MOUNTAIN CORPORATION

the General
Eagle Mountain Corporation Law of the
State of Delaware

          ACL SEMICONDUCTORS, INC.(the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, (the “Corporation”), does hereby certifycertifies as follows:

1.The name of the corporation is (hereinafter called the “Corporation”) is ACL Semiconductors Inc.

2.The certificate of incorporation of the Corporation, as amended, is hereby amended by deleting Article FIRST thereof and by substituting in lieu of said Article the following new Article:

FIRST.

FIRST: The name of the corporationCorporation is USmart Mobile Device Inc.Eagle Mountain Corporation. The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 17, 2002.
SECOND: The Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments (“Certificate of Amendment”) to the Corporation’s Certificate of Incorporation, as amended (the “Corporation”“Certificate of Incorporation”).

3.The amendment of the certificate of incorporation herein certified has been duly adopted at the annual meeting of the stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

, declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that Article Fourth of the Certificate of Incorporation be amended by adding the following paragraphs at the end thereof:
Upon the effectiveness (the “Effective Time”) of this Certificate of Amendment, each eighteen shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time (“Old Common Stock”) shall be reclassified and combined into one share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (“New Common Stock”)
No fractional shares of Common Stock will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional shares to the nearest whole share. No stockholders will receive cash in lieu of fractional shares.
Each holder of record of a certificate or certificates for one or more shares of the Old Common Stock shall be entitled to receive as soon as practicable, upon surrender of such certificate, a certificate or certificates representing the largest whole number of shares of New Common Stock to which such holder shall be entitled pursuant to the provisions of the immediately preceding paragraphs. Any certificate for one or more shares of the Old Common Stock not so surrendered shall be deemed to represent one share of the New Common Stock for each eighteen shares of the Old Common Stock previously represented by such certificate.
THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
FIFTH: This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the duly authorized officer of the Corporation whose name appears below on the[ · ]Ronald Cormick, its Chief Executive Officer, this ____ day of [ · ], 2012.

______, 2015
 By:/s/ Chung-Lun Yang 
  
 
Name: Chung-Lun Yang
EAGLE MOUNTAIN CORPORATION
By:
Name: Ronald Cormick
Title:Chief Executive Officer



15

Appendix B

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EAGLE MOUNTAIN CORPORATION

Eagle Mountain Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
FIRST: The name of the Corporation is Eagle Mountain Corporation. The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 17, 2002.
SECOND: The Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments (“Certificate of Amendment”) to the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
RESOLVED, that Certificate of Incorporation be amended by changing the first paragraph of Article Fourth thereof so that, as amended, said paragraph shall read as follows:
The total number of shares of all classes of stock that the Corporation shall have the authority to issue is 520,000,000 shares, consisting of:
A. 500,000,000 shares of common stock (the “Common Stock”), par value $0.001 per share; and
B. 20,000,000 shares of preferred stock (the “Preferred Stock”), par value $0.001 per share.
THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
FIFTH: This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Ronald Cormick, its Chief Executive Officer, this ____ day of ______, 2015
  
 Title: President, CEO and Chairman

 
EAGLE MOUNTAIN CORPORATION
By:
Name: Ronald Cormick
Title:Chief Executive Officer



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