UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| For the fiscal year ended December 31, 2012 |
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| For the transition period from ___________ to ___________ |
Commission File Number: 000-26777
China Yida Holding, Co.
(Exact name of registrant as specified in its charter)
| Nevada | | 50-0027826 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
28/F Yifa Building No. 111 Wusi Road Fuzhou, Fujian, P. R. China | | 350003 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (718) 838-9552
| Securities registered pursuant to Section 12(b) of the Act: |
| | | |
| Title of each class | | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | | NASDAQ Capital Market |
| |
| Securities registered under Section 12(g) of the Act: |
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the common stock on NASDAQ Capital Market exchange on such date was $5,358,489.
The number of shares outstanding of the registrant’s common stock as of March 25, 2013 was 3,914,580 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
| | | | | Page |
| | | | | |
| PART III | | | | |
| | | | | |
| Item 10. | | Directors, Executive Officers and Corporate Governance. | | 1 |
| | | | | |
| Item 11. | | Executive Compensation. | | 6 |
| | | | | |
| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | | 9 |
| | | | | |
| Item 13. | | Certain Relationships and Related Transactions, and Director Independence. | | 10 |
| | | | | |
| Item 14. | | Principal Accounting Fees and Services. | | 10 |
| | | | | |
| PART IV | | | | |
| | | | | |
| Item 15. | | Exhibits and Financial Statement Schedules. | | 12 |
| | | | | |
| SIGNATURES | | 14 |
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 25, 2013 (the “Original Report”) of China Yida Holding, Co. (the “Company”) is being filed with the Securities and Exchange Commission (the “SEC”) to provide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. No changes have been made to the Original Report other than the addition of the Part III information and updates to the Exhibit Index.
Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Report, nor does it modify or update in any way the disclosures contained in the Original Report, which speak as of the date of the original filing. Accordingly, this Amendment should be read in conjunction with the Original Report and our other SEC filings subsequent to the filing of the Original Report. The reference on the cover of the Original Filing to the incorporation by reference of portions of the Company’s Proxy Statement for its 2013 Annual Meeting of Stockholders into Part III of the Original Filing is hereby deleted.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, some of the statements in this Report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk Factors." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our product lines; addition of new product lines; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to: our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to produce and deliver suitable products at competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
USE OF CERTAIN DEFINED TERMS
Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of China Yida Holding, Co. and its subsidiaries.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Executive Officers and Directors
The following table sets forth our executive officers and directors, their ages as of April 30, 2013 and the positions held by them:
| Name | | Age | | Position |
| Minhua Chen | | 56 | | Chief Executive Officer, President and Chairman of the Board |
| Yanling Fan | | 40 | | Chief Operating Officer, Secretary and Director |
| Yongxi Lin | | 42 | | Interim Chief Financial Officer and Financial Controller |
| Michael Marks | | 41 | | Director |
| | | | | Chairman of the Audit Committee |
| Chunyu Yin | | 66 | | Director |
| | | | | Audit Committee Member |
| Fucai Huang | | 66 | | Director |
| | | | | Audit Committee Member |
Minhua Chen
Chairman Chen has been the Chief Executive Officer of China Yida Holding, Co. since November 2007. Chairman Chen is a Director for Fuzhou Hongda Commercial Services Co., Ltd. and the Chairman for Fujian Jintai Tourism Developments Co., Ltd. and Anhui Yida Tourism Development Co., Ltd., and is also the Chief Executive Officer of Jiangxi Fenyi Yida Tourism Development Co., Ltd. and Jiangxi Zhangshu Yida Toursism Development Co., For the past five years, Chairman Chen has been a part-time professor at the Tourism College of Fujian Normal University and a tutor for postgraduate students. He is also the vice-president of Fujian Provincial Tourism Institute and vice-president of Fujian Advertisement Association. From 1978 to 1992, he was a news journalist and editor-in-chief of “Fujian Internal Reference,” eventually becoming the head of the journalist station of “Fujian Daily” in Sanming City and general manager of the newspaper “HK-Taiwan Information.” During that period, he was appointed as chief journalist of Fujian Province to HK, where he was in charge of news and management of the publication. During these years, several of his works in journalism received national and provincial prizes and were published in books. He received awards for “Excellent News Journalist” and “Advanced Workers of News Management.” Since the establishment of New Handsome Joint Group in 1995, he has advocated and practiced the concept of “circulating cultural economy.” In 2005, he published a scholarly treatise “General Theory of Tourism and Chinese Traditional Culture”, which has been used as the educational material for undergraduates in Tourism College of Fujian Normal University. In February 2007, he was awarded as one of the “2006 Ten Most Distinguished Persons of Fujian Economic.” Since 1992, Chairman Chen has worked full-time as Hong Kong Yi Tat’s CEO and has run all the subsidiaries, including the media and tourism businesses. We believe that Mr. Chen’s experience in the media and tourism industry in general and his services as a key executive and/or director of our subsidiaries and other media companies qualify him to serve as a director of the Company.
Yanling Fan
Yanling Fan has served as Chief Operating Officer of the Company since 2001 and a director of the Company since November 2007. She is the Executive Director of Fujian Jiaoguang Media Co., Ltd., Chairman for Fuzhou Hongda Commercial Services Co., Ltd., a Director of Fujian Jintai Tourism Developments Co., Ltd., and a member of the Board of Supervisors of Jiangxi Fenyi Yida Tourism Development Co., Ltd. and Jiangxi Zhangshu Yida Tourism Development Co. From 1992 to 1994, Ms. Fan was a journalist and radio anchorwoman for the Voice of Haixia. From 1995 to 2004, she was the general manager of New Handsome Advertisement Co., Ltd. Since 2000, she has taken on the following positions: General Manager of New Handsome Joint Group (Fujian), General Manager of Hong Kong Yitat International Investment Co., Ltd, Chairman of Fujian Gold Lake Economy and Trading (Tourism) Development Co., Ltd., Director of Sydney Communication College (Australia), and General Manager of Fujian Education and Broadcasting Media Co., Ltd. In 2005, she was awarded “Fujian Splendid Women” and “Advanced worker of advertisement industry Fuzhou 2005.” We believe that Ms. Fan’s experience in the media and tourism industry and her current and previous services in various media companies qualify her to serve as a director of the Company.
Yongxi Lin
Mr. Lin has served as our Financial Controller since October 2003 and was elected as our interim Chief Financial Officer on January 6, 2012. He has extensive financial experience working at large-scale enterprises in Fujian province. Previously, Mr. Lin served as the Chief Financial Director at Fujian Furi Group Co., Ltd, and was also an accountant for China Fujian International Economic and Technological Cooperation Company. Mr. Lin is a Certified Public Accountant in China, and is a professional member of the CICPA. He received his Bachelor of Art degree in Accounting in 1994.
Michael Marks
Michael Marks has been a director of the Company since June 2009. Until December 2007 he was a managing director and principal of Sonnenblick Goldman Asia Pacific Limited. Until July 2009, Mr. Marks was the President and Director of Middle Kingdom Alliance Corp., a Special Purpose Acquisition Corporation, which invested in and merged with Pypo Digital Company Limited. Mr. Marks served as a director of the board of the newly merged company, Funtalk China Holdings Limited (NASDAQ: FTLK) until August 2011 when the company completed a take-private transaction. Mr. Marks also formerly served as audit committee chairman and independent director of Shengkai Innovations, Inc. (NASDAQ: VALV) from October 2009 to May 2012 and Jiangbo Pharmaceuticals, Inc. (NASDAQ: JGBO) from July 2008 to June 2011. Mr. Marks also served as an independent director and audit committee member of China Housing and Land, Inc. (NASDAQ: CHLN) from October 2007 to October 2011 and Yanglin Soybean, Inc. (OTCBB: YSYB) from April 2009 to October 2011.
Mr. Marks has been involved in over US$2 billion of transactions in China over the past ten years, as a principal, advisor, or investment banker, and has worked closely with international and Chinese institutions. These include, inter alia, The Carlyle Group, Starwood Capital, Goldman Sachs, Citibank Industrial and Commercial Bank of China, China Construction Bank, Agricultural Bank of China, Dubai Investment Group, Investec Bank, Standard Bank, Beijing International Trust and Investment Corporation, China Jin Mao Group Company Limited, and Shanghai Investment Group.
In January 2003, Mr. Marks founded the China practice of Sonnenblick Goldman, a New York headquartered investment bank established in 1893, and served as China managing director and regional principal of the firm until December 2007 when the global firm was sold. In September 2002, Mr. Marks founded the Shanghai office of Horwath Asia Pacific, a management consulting and advisory firm affiliated with Horwath International, a global accounting and advisory firm. He served as its director and Shanghai representative until December 2005. From January 1998 to June 1999, Mr. Marks served as a manager of Horwath Asia Pacific in Sydney, Australia. In March 2001, Mr. Marks founded B2Globe, and served as its chief executive officer until August 2002, when B2Globe was sold.
In June 1999, Mr. Marks joined Metro Education in China and co-founded Metro Corporate Training in Shanghai, and served as the group and company’s chief executive officer until February 2001. From June 1999 to November 2004, when a controlling interest in Metro Education was sold, Mr. Marks also served as a director. From January 1995 to January 1998, Mr. Marks worked in the audit, corporate finance and advisory divisions in the Johannesburg, South Africa office of PricewaterhouseCoopers.
Mr. Marks graduated with a Bachelor of Commerce (Honors) and Masters of Commerce from the University of the Witwatersrand in Johannesburg, South Africa in 1994 and 1997 respectively. He was also president of the Commerce Students Council and vice-president of the All Faculty Council in 1994. In 1998 Mr. Marks graduated with a Bachelor of Arts (Psychology) degree from the University of South Africa. In 1995, Mr. Marks completed his qualifying examinations of the Chartered Institute of Management Accountants in the United Kingdom. In 1997, Mr. Marks qualified as a Chartered Accountant in South Africa, and in 1999 as a Fellow of the Association of International Accountants in the United Kingdom. Since June 1999 Mr. Marks has lived in Shanghai, China. He speaks fluent Mandarin, French and English. We believe that Mr. Marks’ experience as an independent director in Nasdaq/OTCBB listed Chinese companies brings valuable insight to the board in view of us being a public company subject to the reporting and internal controls requirements of the Securities Exchange Act and Sarbanes Oxley. Additionally, his professional qualifications as a chartered accountant as well as his experience in finance, corporate governance and development and business operations will also have an important impact through his service on our board into our business operations, financing and corporate governance, and therefore qualify him as a director of the Company.
Chunyu Yin
Chunyu Yin has been a director of the Company since June 2009. Ms. Yin has a wealth of experience in China’s advertising and media industry. Between 1984 and 2002, Ms. Yin served as the general manager of China’s first state-owned cosmetics advertising company – Beijing Dabao Advertising Co. During those eighteen (18) years, the company’s annual sales increased from 40 million to 1.5 billion RMB. After she left Beijing Dabao Advertising Co. in 2002, she served as manager in several advertising companies. Currently, she is the Chief Executive Officer of East Prosperity International Advertising Company, and a teaching professor at Beijing Union University Advertising School.
All of the advertising companies in which Ms. Yin served as manager are listed on the Top 100 Advertising Companies List in China. The well-known clients she served, or is currently serving, include Daobao Cosmetics, Haier, Hisense Electric, Ariston Refrigerator, Shanxi Fen Wine, Red Eagle, Furong Wang, Tsingtao Beer, and Yanjing Beer. Ms. Yin has also achieved acknowledgement and recognition in the media industry. She participated in planning, producing and filming many important TV programs and dramas, including “Walk into Taiwan,” “China’s Economic Reports,” “1/2 Hour Economic Report,” “CCTV Young Singer Competition,” “Red Eagle Cinema” on Phoenix Channel, and the TV drama “The Prime Minister Liu Luoguo.”
In addition, Ms. Yin organized several large-scale events for Chinese government’s ministries and commissions and other international organizations: Putian Yanhuang Millennium, Dragon Board World Cup, China’s Trade Marks around the World, 2004 Miss Universe Finale, 2007 Miss Japan International Finale, Hong Kong’s Second International Mahjong Competitions.
Ms. Yin received her bachelor degree in Chinese from People’s University of China in 1979. We believe that Ms. Yin’s experience in the advertising and media industry, her services as key executive in the advertising companies and her recognition in the China media industry qualify her to service as a director of the Company.
Fucai Huang
Fucai Huang has been a director of the Company since June 2009. Mr. Huang, founder of Xiamen University Tourism Department, has served as a full-time professor at Xiamen University for 30 years. Currently, he is also the director of tourism management doctorate program of Xiamen University. Before he was appointed as the director of the doctorate program, he was in charge of the tourism management post-doctorate program and served as doctorate student advisor. Before he joined Xiamen University, between 1989 and 1998, he was the director of Xiamen University Tourism Management Planning and Research Institute, a part time professor at the Tourism Department of Beijing International Studies University, and a consultant to Fujian tourism development.
Mr. Huang is an expert among China’s tourism academics. Between March 2008 and March 2009, Mr. Huang was appointed by the China National Tourism Bureau to preside over the Open Tourism Market for Mainland Citizens’ Travel to Taiwan and Related Management Issues. In 2006 and 2007, he was invited by the China National Tourism Bureau and Taiwan Office of CPC Central Committee to represent China’s tourism academics to draft monographs and to participate in Strait Economic Trade Forum. Between 2005 and 2006, Mr. Huang engaged in the planning, research, and modification of display contents of China Fujian-Taiwan Kinship Museum sponsored by the Publicity Department of the CPC Central Committee and Fujian Provincial Committee. China Fujian-Taiwan Kinship Museum became the new tourism landmark of the west coast of Taiwan Strait, and a popular tourist attraction in Quanzhou, Fujian.
Mr. Huang obtained his Bachelor Degree in History from Xiamen University in 1976. We believe that Mr. Huang’s strong academic background in the tourism management and development qualifies him to serve as a director of the Company.
Family Relationship
Minhua Chen and Yanling Fan are husband and wife.
Corporate Governance
Meetings and Board Committees
The Board of Directors held three meetings during 2012. In fiscal year 2012, the Audit Committee held two meetings. Each director attended at least 75% of the Board of Directors and committee meetings of which he was a member during such time as he served as a director. From time to time, the members of our Board of Directors act by unanimous written consent in accordance with Nevada law. During the year ended December 31, 2012, our Board of Directors took action by unanimous consent on two (2) occasions. We do not have a formal policy regarding attendance by members of our Board of Directors at our annual meetings of stockholders, but we encourage all members of our Board of Directors to attend such meetings.
Audit Committee
Our Board of Directors has a standing audit committee which carries out its responsibilities pursuant to the audit committee written charters, which are available on our website at www.yidacn.net.
The Audit Committee, which currently is comprised of Michael Marks, Chunyu Yin, and Fucai Huang, met two (2) times during 2012. Each member of the Audit Committee is independent, as defined in the listing standards of The NASDAQ Stock Market, Inc. (“Nasdaq”). The Audit Committee assists the Board in overseeing (i) our accounting and financial reporting processes and principles, (ii) our disclosure controls and procedures and internal control over financial reporting designed to promote compliance with generally accepted accounting principles and applicable laws and regulations, (iii) the preparation, presentation and integrity of our financial statements, and (iv) the administration of an audit of our annual financial statements by our independent auditor in accordance with generally accepted accounting standards. The Board has determined that Mr. Michael Marks qualifies as an Audit Committee Financial Expert under applicable rules of the Commission and satisfies the financial literacy and experience requirements under the applicable Nasdaq standards.
Nominating and Compensation Committees
The Company does not have a nominating or compensation committee. In 2009, the Board of Directors of the Company approved the adoption of the procedures for the selection of director nominees. Pursuant to NASDAQ Rule 5605(e)(1), a majority of the independent directors shall recommend and select the director nominees. Each of our directors participates in the consideration of director nominees. In 2009, the Board of Directors of the Company also approved the adoption of the independent director oversight of Executive Officer compensation. Pursuant to NASDAQ Rule 5605(d), all matters regarding executive officer compensation shall be submitted for approval or recommendation by a majority of the independent directors. Our independent directors are Michael Marks, Chunyu Yin and Fucai Huang.
Independence of the Board of Directors
Our Board of Directors is currently composed of five (5) members. Michael Marks, Fucai Huang and Chunyu Yin qualify as independent directors in accordance with the published listing requirements of the Nasdaq Capital Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as further required by Nasdaq rules, our Board of Directors has made an affirmative determination as to each independent director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management. Our directors hold office until their successors have been elected and qualified or their earlier death, resignation or removal.
The Board’s Role in Risk Management
The Board oversees that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Director’s oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive in its industry.
Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework to:
| ● | Understand critical risks in the Company’s business and strategy; |
| ● | Allocate responsibilities for risk oversight among the full Board; |
| ● | Evaluate the Company’s risk management process and see they are functioning adequately; |
| ● | Facilitate open communication between management and directors; and |
| ● | Foster an appropriate culture of integrity and risk awareness. |
While the Board oversees risk management, Company’s management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board, the Audit Committee and individual Directors on the significant risks identified and how they are being managed. Directors are free to communicate directly with senior management.
The Audit Committee plays significant role in overseeing risks related to the Company’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and the Company’s ethics program, including the Code of Conduct. The Audit Committee members meet separately with the Company’s financial controller and representatives of the independent auditing firm.
Vote Required and Board of Directors’ Recommendation
Assuming a quorum is present, the affirmative vote of a plurality of the votes cast at the Meeting, either in person or by proxy, is required for the election of a director. For purposes of the election of directors, abstentions and broker non-votes will have no effect on the result of the vote.
Board Leadership Structure and Risk Oversight
Our Chairman of the Board is also our Chief Executive Officer and President. We believe that by having this combined position, our Chief Executive Officer/Chairman serves as a bridge between management and the Board, ensuring that both act with a common purpose, and that the combined position facilitates our focus on both long- and short- term strategies. Further, we believe that the advantages of having a Chief Executive Officer/Chairman with extensive knowledge of our company outweigh potential disadvantages. Additionally, because three (3) of our five (5) current Board members have been deemed to be independent by our Board, we believe our board structure provides sufficient independent oversight of our management.
We administer our risk oversight function through our Audit Committee as well as through our Board as a whole. Our Audit Committee is empowered to appoint and oversee our independent registered public accounting firm, monitor the integrity of our financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors, management, our internal auditing department and our Board.
Stockholder Communications
The Board welcomes communications from our stockholders, and maintains a process for stockholders to communicate with the Board. Stockholders who wish to communicate with the Board may send a letter to Minhua Chen, the Chairman of the Board of Directors, at 28/F Yifa Building, No. 111 Wusi Road, Fuzhou, Fujian, P. R. China, 350003. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication.” All such letters should identify the author as a security holder. All such letters will be reviewed by Mr. Chen and submitted to the entire Board no later than the next regularly scheduled Board meeting.
Annual Meetings
We have no policy with respect to director attendance at annual meetings but we encourage every director and executive officer to attend our annual meetings. Our directors Minhua Chen, Yanling Fan and Michael Marks attended last year’s annual meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities (“10% Stockholders”), to file with the Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and 10% Stockholders are required by Commission regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such reports received by us, we believe that all Section 16(a) filing requirements applicable to our officers, directors and 10% Stockholders were complied with for the fiscal year ended December 31, 2012.
Code of Ethics
We have adopted a code of business conduct and ethics for our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. In addition, we have adopted a supplemental code of ethics for our financial executives and all employees in our accounting department. The text of our codes is posted on our Internet website at www.yidacn.net. We intend to disclose any changes in or waivers from our codes of ethics that are required to be publicly disclosed by posting such information on our website or by filing with the Commission a Current Report on Form 8-K.
Involvement in Certain Legal Proceedings
During the past ten (10) years, none of the directors or executive officers has been involved in any legal proceedings that are material to the evaluation of their ability or integrity.
ITEM 11. EXECUTIVE COMPENSATION.
Executive Compensation
The following table sets forth information concerning cash and non-cash compensation paid by the Company to its Chief Executive Officer and Chief Financial Officer, and other named executive officers for each of the two fiscal years ended December 31, 2012 and 2011.
| Summary Compensation Table | |
| Name and principal position | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | |
| Minhua Chen | | 2012 | | $ | 47,132 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 1,440 | (1) | | $ | 48,572 | |
| CEO, President and Chairman | | 2011 | | $ | 56,250 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 1,300 | (1) | | $ | 57,550 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Yanling Fan | | 2012 | | $ | 41,372 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 1,440 | (2) | | $ | 42,812 | |
| Chief Operating Officer | | 2011 | | $ | 48,750 | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 1,300 | (2) | | $ | 50,050 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Yongxi Lin | | 2012 | | $ | 32,732 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 32,732 | |
| Interim Chief Financial Officer (3) | | 2011 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| George Wung | | 2012 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Former Chief Financial Officer (4) | | 2011 | | $ | 54,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 54,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Wei Zhang | | 2012 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Former VP of Investor Relations(5) | | 2011 | | $ | 50,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 50,000 | |
| (1) | Mr. Chen receives a $100 per month as lunch reimbursement commencing September 2010. The lunch reimbursement increases to $120 per month commencing August 2011. |
| | |
| (2) | Ms. Fan receives a $100 per month as lunch reimbursement commencing September 2010. The lunch reimbursement increases to $120 per month commencing August 2011. |
| | |
| (3) | On January 6, 2012, Yongxi Lin was appointed as interim Chief Financial Officer of the Company, effective immediately. |
| | |
| (4) | On November 5, 2011, Mr. George Wung submitted a letter of resignation resigning from his position as our Chief Financial Officer. The resignation will be effective as of December 31, 2011. Mr. Wung did not hold any positions on any committee of the Board of Directors. The resignation was the result of a personal decision and not the result of any disagreement with us on any matter relating to our operations, policies or practices. |
| | |
| (5) | On November 5, 2011, Mr. Wei Zhang submitted a letter of resignation resigning from his position as our Corporate Secretary and Vice President of Investor Relations. The resignation will be effective as of December 31, 2011. Mr. Zhang did not hold any positions on any committee of the Board of Directors. The resignation was the result of a personal decision and not the result of any disagreement with us on any matter relating to our operations, policies or practices. |
Narrative Disclosure to the Summary Compensation Table
Employment Agreements
We did not enter into any employment agreements with any of our current executives.
Option Exercises and Stock Vested
Our executives did not exercise any stock options.
Our independent director Michael Marks holds vested stock options to purchase a total 60,000 shares (pre 1-5 reverse split) of common stock. Options to purchase 15,000 shares of the Company’s common stock vested on December 10, 2009 and became exercisable at $14.84 per share, which will expire on December 10, 2019. Options to purchase 15,000 shares of the Company’s common stock vested on June 10, 2010 and became exercisable at $13.67 per share, which will expire on June 10, 2020. On March 17, 2011, Mr. Marks was also issued options to purchase 30,000 shares of the Company’s common stock of which 15,000 vested immediately, have an exercise price of $7.96 which will expire on March 17, 2021 and the other 15,000 vested on June 6, 2011, have an exercise price equal to the Fair Market Value of the Common Stock on that date and will expire on June 10, 2021.
On January 21, 2011 (the “Grant Date”), our former Chief Financial Officer, George Wung, was issued stock options to purchase a total of 75,000 shares (pre 1-5 reverse split) of common stock. The non-qualified stock option to acquire 15,000 shares of common stock vested on the Grant Date and the non-qualified stock option to acquire the additional 60,000 shares will vest in Twenty Thousand share increments beginning on the first, second and third anniversaries of the Grant Date. The Exercise Price for the stock options is $9.75 and the options will expire 10-years from the date such option vests. Mr. Wung transferred such options to purchase 15,000 shares to Mr. Minhua Chen, our Chief Executive Officer, as a gift on January 6, 2012. Mr. Wung does not own any stock or stock options following the termination of his employment with the Company.
On January 21, 2011 (the “Grant Date”), our former VP of Public Relations, Wei Zhang, was issued stock options to purchase a total of 75,000 shares (pre 1-5 reverse split) of common stock. The non-qualified stock option to acquire 15,000 shares of common stock vested on the Grant Date and the non-qualified stock option to acquire the additional 60,000 shares will vest in Twenty Thousand share increments beginning on the first, second and third anniversaries of the Grant Date. The Exercise Price for the stock options is $9.75 and the options will expire 10-years from the date such option vests. Mr. Zhang transferred such options to purchase 15,000 shares to Mr. Minhua Chen, our Chief Executive Officer, as a gift on January 6, 2012. Mr. Zhang does not own any stock or stock options following the termination of his employment with the Company.
Pension Benefits
We do not provide our named executive officers a defined benefit plan in connection with their retirement.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
We do not provide our named executive officers any compensation pursuant to a nonqualified plan.
Severance and Change of Control Agreements
We do not have any agreements or arrangements providing for payments to an executive officer in connection with any termination of the officer's employment or change of control of our Company.
2009 Equity Incentive Plan
On August 10, 2009, with the written consent of our majority stockholders, our Board of Directors adopted the Company’s 2009 Equity Incentive Plan (the “Incentive Plan”) The Incentive Plan gives us the ability to grant stock options, restricted stock, stock appreciation rights (SARs), and other stock-based awards (collectively, “Awards”) to employees or consultants of the Company or of any subsidiary of the Company and to non-employee members of our advisory board or our Board of Directors or the board of directors of any of our subsidiaries. Our Board of Directors believes that adoption of the Incentive Plan is in the best interests of our company and our stockholders because the ability to grant stock options and make other stock-based awards under the Incentive Plan is an important factor in attracting, stimulating and retaining qualified and distinguished personnel with proven ability and vision to serve as employees, officers, consultants or members of the Board of Directors or advisory board of our company and our subsidiaries, and to chart our course towards continued growth and financial success. Therefore, our Board of Directors believes the Incentive Plan will be a key component of our compensation program.
As of April 30, 2013, 178,000 shares of our common stock remained available for future grants under the Incentive Plan.
Director Compensation
Directors who also serve as employees of the Company do not receive payment for services as directors. The independent directors of the Board of Directors are responsible for reviewing and making decisions regarding all matters pertaining to fees and retainers paid to Directors of the Board. The independent directors may engage consultants or advisors in connection with their compensation review and analysis. The independent directors did not engage any consultants in 2012.
In making non-employee Director’s compensation decisions, the independent directors take various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the forms of compensation paid to directors by comparable corporations.
The following table sets forth information concerning cash and non-cash compensation paid by the Company to its directors during the last fiscal year ended December 31, 2012.
| Director Compensation Table | |
| | | | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Non-Qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | |
| Minhua Chen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Yangling Fan | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Chunyu Ying | | $ | 6,721 | (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 6,721 | |
| Fucai Huang | | $ | 6,721 | (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 6,721 | |
| Michael Marks | | $ | 48,000 | (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 48,000 | |
(1) For their capacity serving as independent directors of the Company. Mr. Marks received more compensation than the other non-executive directors because he is serves as Chairman of the Audit Committee and has accepted additional responsibilities in that capacity. The Company also believed that the additional compensation was necessary in order to compensate him for his expertise with U.S. GAAP, corporate governance and his prior experience with U.S. public companies.
The directors will also be reimbursed for all of their out-of-pocket expenses in traveling to and attending meetings of the Board of Directors and committees on which they serve.
Retirement, Post-Termination and Change in Control
We have no retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but our Board may recommend adoption of one or more such programs in the future.
In the event of a Change in Control (as defined below) of the Company, and except as otherwise set forth in the applicable Award agreement, all unvested portions of Awards shall vest immediately. Awards, whether or not then vested, shall be continued, assumed, or have new rights as determined by a committee of the board of directors designated to administer the Incentive Plan (the “Committee”), and restrictions to which any shares of restricted stock or any other Award granted prior to the change in control are subject shall not lapse. Awards shall, where appropriate at the discretion of the Committee, receive the same distribution of the Company’s common stock on such terms as determined by the Committee. Upon a change in control, the Committee may also provide for the purchase of any Awards for an amount of cash per share of common stock issuable under the Award equal to the excess of the highest price per share of the Company’s common stock paid in any transaction related to a change in control of the Company over the exercise price of such Award.
A “Change in Control” shall mean the occurrence of any of the following events:
| i. | Approval by stockholders of the company of (a) any consolidation or merger of the company in which the company is not the continuing or surviving corporation or pursuant to which shares of stock of the company would be converted into cash, securities or other property, other than a consolidation or merger of the company in which holders of its common stock immediately prior to the consolidation or merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger as immediately before, or (b) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the company; |
| ii. | either (A) receipt by the company of a report on schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission (“SEC”) pursuant to section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) disclosing that any person, group, corporation or other entity (a “Person”) is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the company or (B) actual knowledge by the company of facts, on the basis of which any person is required to file such a report on schedule 13D, or an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time Specified in Section 13(d) Of the Exchange Act) disclosing that such a person is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the company; |
| iii. | purchase by any person (as defined in section 13 (d) of the Exchange Act), corporation or other entity, other than the company or a wholly owned subsidiary of the company, of shares pursuant to a tender or exchange offer, to acquire any stock of the company (or securities convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such person, group, corporation or other entity is the beneficial owner (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, Of 20% or More of the Outstanding Stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire stock); or |
| iv. | the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the company immediately prior to the combination do not hold, directly or indirectly, more than 50% of the Voting Stock of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the combined company, any shares received by affiliates (as defined in the rules of the Securities and Exchange Commission) of such other company in exchange for stock of such other company). |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of April 30, 2013, the names, addresses and number of shares of our common stock beneficially owned by all persons known to us to be beneficial owners of more than 5% of the outstanding shares of our common stock, and the names and number of shares beneficially owned by each of our directors and executive officers, and all of our executive officers and directors as a group (except as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned). As of April 30, 2013, we had a total of 3,914,580 shares of common stock outstanding.
Unless otherwise specified, the address of each of the persons set forth below is c/o China Yida Holding, Co., 28/F Yifa Building, No. 111 Wusi Road, Fuzhou, Fujian, People’s Republic of China.
| Name and Address of Beneficial Owner (1) | | Number of Shares and Nature of Beneficial Ownership (1) | | | Percent of Common Stock Outstanding | |
| Executive Officers and Directors | | | | | | |
| Minhua Chen | | | 1,145,196 | (2) | | | 29.25 | % |
| | | | | | | | | |
| Yanling Fan | | | 1,122,396 | | | | 28.67 | % |
| | | | | | | | | |
| Yongxi Lin | | | 0 | | | | 0 | |
| | | | | | | | | |
| Chunyu Ying | | | 0 | | | | 0 | |
| | | | | | | | | |
| Fucai Huang | | | 0 | | | | 0 | |
| | | | | | | | | |
Michael Marks 35226 CITIC Square 1168 Nanjing Road West Shanghai, China 200041 | | | 16,000 | (3) | | | * | |
| | | | | | | | | |
| All directors and executive officers as a group (6 persons) | | | 2,283,592 | | | | 58.07 | % |
| | | | | | | | | |
| Other 5% Shareholders | | | | | | | | |
Pope Investment II, LLC (4) 5100 Poplar Avenue, Suite 805 Memphis, Tennessee 38137 | | | 921,635 | (5) | | | 23.54 | % |
| | | | | | | | | |
Guerrilla Capital Management, LLC (6) The Chrysler Building 405 Lexington Ave., 39th Floor New York, NY 10174 | | | 215,482 | (7) | | | 5.50 | % |
* less than 1%.
| (1) | | A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children. |
| (2) | | Including 6,000 shares of common stock issuable upon exercise of stock options, which were transferred from George Wung and Wei Zhang as a gift on January 6, 2012. |
| (3) | | Represents 12,000 shares of common stock issuable upon exercise of vested stock options, which were granted to Mr. Michael Marks pursuant to a non-qualified stock option agreements dated June 10, 2009 and March 17, 2011 and 4,000 restricted shares granted pursuant to a director agreement dated June 10, 2011. |
| (4) | | William P. Wells is the managing member of Pope Investment II, LLC, acting alone, has voting and dispositive power over the shares beneficially owned by Pope Investment II, LLC. |
| (5) | | Based on a Schedule 13G filed with the SEC by Pope Asset Management, LLC on February 14, 2013. |
| (6) | | Peter Siris is the managing member of Guerrilla Capital Management, LLC, acting alone, as voting and dispositive power over the shares beneficially owned by Guerrilla Capital Management, LLC. |
| (7) | | Based on a Form 13F filed with the SEC by Guerrilla Capital Management, LLC on November 14, 2012 and reflected the 1-5 reverse split. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Other than described below, to the best of our knowledge, there were no other related transactions with related persons in the fiscal years ended December 31, 2012 and 2011:
Rental Expense
The Company incurred rental expenses of $386,188 and $153,716 for the years ended December 31, 2012 and 2011, respectively, including $9,518 and $9,282, respectively, paid to Xin Hengji Holding Company Limited, a related party. Xin Hengji Holding Company Limited is the 100% controlling shareholder of Fujian Xin Hengji Advertising Co., Ltd. Our chairman and Chief Executive Officer, Mr. Minhua Chen, is the controlling shareholder of Xin Hengji Holding Company Limited.
Television Contract
There was a contract in force for the period of August 1, 2003 to July 31, 2010 between Xin Hengji Holding Company Limited (“XHJ”) and Fujian Education Media Limited Company, a wholly state-owned company organized by the Fujian Education TV Station under the laws of the People’s Republic of China, (“FETV”) that provided for prepaid airtime to be purchased and utilized by the related party in return for payment of RMB 5,000,000 ($792,000) and purchase of suitable programming for the station in the amount of an additional RMB 5,000,000 ($792,000) (Educational Programming). XHJ is 80% owned by Chairman Minhua Chen and the other 20% of XHJ is owned by his mother. A copy of the agreement between XHJ and FETV and the assignment agreement between XHJ and Fuzhou Fuyu are attached hereto as Exhibits 10.30 and 10.31, respectively.
XHJ assigned the rights of the above contract to the Company to manage the commercial air time of the TV station. Under the terms of the assignment, XHJ was responsible for paying RMB 5,000,000 ($792,000) to purchase the TV programs and is entitled to any revenue generated other than the commercial revenue. Any commercial revenue is the revenue generated from the sale of air time. The Company is responsible for paying for the air time in an amount equal to RMB 5,000,000 ($792,000), provided, however, if the Company purchased the TV programs and paid RMB 5,000,000 ($792,000) for the purchase of the TV programs, then the Company did not have to pay RMB 5,000,000 ($792,000) for the purchase of the air time. The amount paid over the air time of RMB 5,000,000 ($792,000) by the Company was the Company’s advertising costs incurred and charged as cost of sales against specific airtime segments and this will not be reimbursed by XHJ. The above agreement expired on July 31, 2010 and was not renewed. Accordingly, after July 31, 2010, XHJ is no longer making payments to FETV. XHJ was originally a party to this agreement because at the time it was executed, August 1, 2003, China Yida and its subsidiaries were not incorporated or operating. However, after it was assigned to the Company, Fuzhou Fuyu Advertising Co., Ltd. conducted the advertising and other media activities. These activities were within the business scope of Fuyu’s business license.
In lieu of the agreement with XHJ, on July 30, 2010, Fuzhou Fuyu Advertising Co., Ltd. entered into a similar agreement with FETV, pursuant to which, FETV granted Fuyu exclusive management rights for the FETV station. This agreement is for a period of 5 years. From August 1, 2010 to July 31, 2011, Fuyu shall pay to FETV an annual payment of RMB 12,000,000 ($1,893,000). From August 1, 2011 to the end of the contract on July 31, 2015, annual payment to FETV will be increased by 20% for each year.
The revenue from FETV media business in 2011 was RMB 191.9 million ($29.7 million), and the cost associated with purchasing the programs was RMB 13.3 million ($2.1 million). There is no need to pay the contract fees to XHJ. The revenue from FETV media business in 2012 was RMB 104.1 million ($16.5 million), and the cost associated with purchasing the programs was RMB 11.4 million ($1.8 million) in 2012. XHJ no longer pays any amounts to FETV and has no income from the FETV business. XHJ, however, does generate other income from other businesses, unrelated to the listed company, including news broadcasts, education program broadcasting and English TV lectures.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The Audit Committee of the Board of Directors appointed KCCW Accountancy Corp. as the independent registered public accounting firm to conduct the audit of our consolidated financial statements for the 2013 fiscal year and to report on our consolidated balance sheets, statements of income and other related statements. KCCW Accountancy Corp. has served as our independent registered public accounting firm since April 13, 2012. The Audit Committee Charter includes the procedures for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board of Directors approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee. The audit and audit-related fees paid to the auditors with respect to the 2012 fiscal year were pre-approved by the Audit Committee of the Board of Directors.
Friedman LLP served as our independent auditors for the year ended December 31, 2011. The Audit Committee pre-approves all services performed by our principal auditor.
Fees and Services
The following table shows the fees that were billed for the audit and other services provided by KCCW Accountancy Corp. and Friedman LLP for the years ended December 31, 2012 and 2011.
| | | Fiscal 2012 | | | Fiscal 2011 | |
| Audit Fees | | $ | 120,000 | | | $ | 211,500 | |
| Audit Related Fees | | | — | | | | — | |
| Tax Fees | | | 5,000 | | | | 23,000 | |
| All Other Fees | | | — | | | | — | |
| Total | | $ | 125,000 | | | $ | 234,500 | |
Pre-Approval Policies and Procedures
The Audit Committee has the sole authority to appoint or replace our independent auditor. Our Audit Committee is directly responsible for the compensation and oversight of the work of our independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. Our independent auditor is engaged by, and reports directly to, our Audit Committee.
Our Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, all of which are approved by our Board prior to the completion of the audit. Our Audit Committee has complied with the procedures set forth above and all services reported above were approved in accordance with such procedures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit Number | | Description |
| 2.1 | | Share Exchange Agreement, dated November 19, 2007, among the Company, the stockholders of the Company, Keenway Limited and Hong Kong Yi Tat International Investment, Ltd. (1) |
| 2.2 | | Agreement and Plan of Merger, dated November 19, 2012 (16) |
| 3.1 | | Articles of Incorporation of the Company as filed with the Secretary of State of Delaware on June 4, 1999 (7) |
| 3.2 | | Certificate of Amendment to Certificate of Incorporation changing the corporate name from Apta Holdings, Inc. to InteliSys Aviation Systems of America, Inc. filed with the Secretary of State of Delaware on July 21, 2007 (1) |
| 3.3 | | Certificate of Amendment to Articles of Incorporation filed on November 28, 2007 (2) |
| 3.4 | | Certificate of Amendment to the Certificate of Incorporation of China Yida Holding Co., a Delaware corporation (16) |
| 3.5 | | Articles of Incorporation of China Yida Holding Co., a Nevada corporation (16) |
| 3.6 | | Bylaws of China Yida Holding Co., a Nevada corporation (16) |
| 3.7 | | Articles of Merger of China Yida Holding Co., a Nevada corporation (16) |
| 3.8 | | Certificate of Merger of China Yida Holding Co., a Delaware corporation (16) |
| 4.1 | | Sample Warrant (3) |
| 10.1 | | Securities Purchase Agreement (3) |
| 10.2 | | Registration Rights Agreement (3) |
| 10.3 | | Lock-Up Agreement (3) |
| 10.4 | | Make Good Agreement (3) |
| 10.5 | | Operating Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co, Ltd. (1) |
| 10.6 | | Proxy Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co, Ltd. (1) |
| 10.7 | | Consulting Services Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co, Ltd. (1) |
| 10.8 | | Option Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co, Ltd. (1) |
| 10.9 | | Equity Pledge Agreement dated October 9, 2004 between Hong Kong Yi Tat International Investment Limited and Fujian Jiaoguang Media Co, Ltd. (1) |
| 10.10 | | Leasing Agreement (4) |
| 10.11 | | Leasing Agreement (4) |
| 10.12 | | Employment Agreement with George Wung (5) |
| 10.13 | | Placement Agency Agreement (8) |
| 10.14 | | Form of Subscription Agreement (8) |
| 10.15 | | Equity Transfer Agreements Dated March 15, 2010 (9) |
| 10.16 | | Fujian Education Television Channel Project Management Agreement between Fuzhou Fuyu Advertising, Co. and Fujian Education Media Limited Company, dated August 1, 2010. (10) |
| 10.17 | | Six-Year Exclusive Agreement with China Railway Media Center dated February 2009 (14) |
| 10.18 | | Tourism Management Revenue Sharing Agreement with Taining government to operate Great Golden Lake from 2001 to 2032 dated 2001 (14) |
| 10.19 | | Tourist Destination Cooperative Development Agreement with Yongtai County Government dated November 2008 (14) |
| 10.20 | | Tourist Resources Development Agreement with Hua’an County Government dated December 2008 (14) |
| 10.21 | | Emperor Ming Taizu Cultural and Ecological Resort and Tourist Project Finance Agreement dated April 15, 2010 with Anhui Province Bengbu Municipal Government (14) |
| 10.22 | | China Yang-sheng (Nourishing Life) Tourism Project Finance Agreement dated April 2010 with Jianxi Province Zhangshu Municipal Government (14) |
| 10.23 | | Agreement with Jianxi Province People’s Government of Fenyi County dated June 1, 2010 (14) |
| 10.24 | | Lease Agreement for our principal offices located at 28/F, Yifa Building, No.111, Wusi Road, Fuzhou, Fujian Province, PRC. (14) |
| 10.25 | | Lease Agreement for our office located at 20955 Pathfinder Rd., #200-2, Diamond Bar, CA 91765. (11) |
| 10.26 | | Land Use Rights Agreement with Yongtai County Municipal Bureau of Land and Resources (14) |
| 10.27 | | Cooperative agreement between us and Anhui Xingguang (14) |
| 10.28 | | Lease Transfer Agreement with Xingguang (14) |
| 10.29 | | Lease Agreement for Great Golden Lake (14) |
| 10.30 | | Contract between Xin Hengji Holding Company Limited (“XHJ”) and Fujian Education Media Limited Company (14) |
| 10.31 | | Assignment of XHJ agreement from XHJ to Fuzhou Fuyu (14) |
| 10.32 | | Mountain and Forest Land Lease Contract with Caoxiang Village, dated July 17, 2008 and Supplement, dated July 19, 2008 (14) |
| 10.33 | | Mountain and Forest Land Lease Contract with Dalu Village, dated November 20, 2008 (14) |
| 10.34 | | Mountain and Forest Land Lease Contract with Hongta Village, dated November 20, 2008 (14) |
| 10.35 | | Mountain and Forest Land Lease Contract with Caoxiang Village, dated November 10, 2009 (14) |
| 10.36 | | Mountain and Forest Land Lease Contract with Zhangxiang Village, dated November 10, 2009 (14) |
| 10.37 | | Bank Loan Agreement, dated November 18, 2011 (14) |
| 10.38 | | Bank Loan Agreement, dated January 26, 2011 (14) |
| 10.39 | | Bank Loan Agreement, dated October 25, 2011 (14) |
| 10.40 | | Bank Loan Agreement, dated November 7, 2011 (14) |
| 10.41 | | Director Agreement between the Company and Michael Marks, dated June 10, 2011 (13) |
| 10.42 | | Loan agreement with China Minsheng Banking Corp, Ltd., dated April 19, 2012 (15) |
| 10.43 | | Loan agreement with China Minsheng Banking Corp, Ltd., dated February 20, 2012 * |
| 10.44 | | Loan agreement with Fujian Haixia Bank, dated August 16, 2012 * |
| 10.45 | | Loan agreement with China Minsheng Banking Corp, Ltd., dated November 23, 2012* |
| 14.1 | | Code of Ethics (6) |
| 21.1 | | List of Subsidiaries (12) |
| 31.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
| 31.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
| 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
| 32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
| 99.1 | | 2008 Development Report of Chinese Radio and Television (4) |
| 101.INS | | XBRL Instance Document |
| 101.SCH | | XBRL Taxonomy Extension Schema Document |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith. All other exhibits have been filed with the Original Report filed with the SEC on March 25, 2013.** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
| (1) | | Previously filed as Exhibits to Form 8-K filed on November 26, 2007. |
| (2) | | Previously filed as Exhibits to Form 8-K filed on March 6, 2008. |
| (3) | | Previously filed as Exhibits to Form 8-K filed on March 11, 2008. |
| (4) | | Previously filed as Exhibits to Form S-1/A filed on July 8, 2008. |
| (5) | | Previously filed as Exhibits to Form 8-K filed on January 14, 2009. |
| (6) | | Previously filed as Exhibits to Form 8-K filed on June 30, 2009. |
| (7) | | Previously filed as Exhibits to Form S-3 filed on December 11, 2009. |
| (8) | | Previously filed as Exhibits to Form 8-K filed on January 22, 2010. |
| (9) | | Previously filed as Exhibits to Form 8-K filed on May 14, 2010. |
| (10) | | Previously filed as Exhibits to Form 8-K filed on August 4, 2010. |
| (11) | | Previously filed as Exhibits to Form 10-K/A filed on February 3, 2012. |
| (12) | | Previously filed as Exhibits to Form 10-K filed on March 29, 2012. |
| (13) | | Previously filed as Exhibits to Form 10-K/A filed on June 4, 2012. |
| (14) | | Previously filed as Exhibits to Form 10-K/A filed on December 19, 2012. |
| (15) | | Previously filed as Exhibits to Form 10-Q/A filed on December 19, 2012. |
| (16) | | Previously filed as Exhibits to Form 8-K filed on November 20, 2012. |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | CHINA YIDA HOLDING, CO. |
| | | |
| Date: April 30, 2013 | By: | /s/ Minhua Chen |
| | | Minhua Chen Chief Executive Officer (Principal Executive Officer) |
| | | |
| | By: | /s/ Yongxi Lin |
| | | Yongxi Lin |
| | | Chief Financial Officer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | | Capacity | | Date |
| | | | | |
| /s/ Minhua Chen | | Chief Executive Officer, President and Chairman | | April 30, 2013 |
| Minhua Chen | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Yongxi Lin | | Chief Financial Officer | | April 30, 2013 |
| Yongxi Lin | | (Principal Financial Officer; Principal Accounting Officer) | | |
| | | | | |
| /s/ Yanling Fan | | Chief Operating Officer, Secretary and Director | | April 30, 2013 |
| Yanling Fan | | | | |
| | | | | |
| /s/ Michael Marks | | Director | | April 30, 2013 |
| Michael Marks | | | | |
| | | | | |
| /s/ Fucai Huang | | Director | | April 30, 2013 |
| Fucai Huang | | | | |
| | | | | |
| /s/ Chunyu Yin | | Director | | April 30, 2013 |
| Chunyu Yin | | | | |
