American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China 276600 Tel: (+86) 539-731-7959
Total Page：16
File Type：pdf, Size：1020Kb
American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China 276600 Tel: (+86) 539-731-7959 LETTER FROM THE CHIEF EXECUTIVE OFFICER November 17, 2017 Dear Stockholder: On behalf of the Board of Directors of American Lorain Corporation, I invite you to attend our 2017 Annual Meeting of Stockholders (“Annual Meeting”). We hope you can join us. The Annual Meeting will be held at our corporate offices located at Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600, on December 27, 2017 at 10:00 a.m. China Standard Time. The Notice of Annual Meeting of Stockholders, the Proxy Statement, proxy card and our 2016 Annual Report accompany this letter. At the Annual Meeting, we will report on important activities and accomplishments of the Company and review the Company’s financial performance and business operations. You will have an opportunity to ask questions and gain an up-to- date perspective on the Company and its activities, and to meet certain directors and key executives of the Company. As discussed in the enclosed Proxy Statement, the Annual Meeting will also be devoted to the election of directors, and the ratification of the appointment of our independent registered public accounting firm, and any other business matters properly brought before the Annual Meeting. We know that many of our stockholders will be unable to attend the Annual Meeting. We are soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the stockholders at the Annual Meeting. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote and submit your proxy by signing, dating and returning your proxy card promptly in the enclosed postage paid envelope. You may revoke your proxy at any time before it is exercised. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action. Thank you for your continuing interest in American Lorain Corporation. We look forward to seeing you at our Annual Meeting. Sincerely, /s/ Si Chen Si Chen Chief Executive Officer American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China 276600 Tel: (+86) 539-7317959 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 27, 2017 Dear Stockholder, Notice is hereby given that the 2017 Annual Meeting of Stockholders of American Lorain Corporation (“Annual Meeting”), a Nevada corporation (the “Company”), will be held at our corporate offices located at Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600, on December 27, 2017 at 10:00 a.m. China Standard Time, for the following purposes: (1) To elect five persons to the Board of Directors of the Company, each to serve until the next annual meeting of stockholders of the Company or until such person shall resign, be removed or otherwise leave office; (2) To consider and vote upon a proposal to ratify the selection of WWC., P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (3) To transact such other business as may properly come before the Annual Meeting and any and all adjournments or postponements thereof. The Board of Directors has fixed the close of business on November 27, 2017, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. For a period of 10 days prior to the Annual Meeting, a list of stockholders will be kept at our corporate offices and shall be available for inspection by stockholders during usual business hours. A stockholders list will also be available for inspection at the Annual Meeting. Your attention is directed to the accompanying Proxy Statement for further information regarding each proposal to be made. STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND MAIL IT IN THE ENCLOSED STAMPED, SELF- ADDRESSED ENVELOPE AS PROMPTLY AS POSSIBLE. IF YOU SIGN AND RETURN YOUR PROXY WITHOUT SPECIFYING YOUR CHOICES IT WILL BE UNDERSTOOD THAT YOU WISH TO HAVE YOUR SHARES VOTED IN ACCORDANCE WITH THE DIRECTORS’ RECOMMENDATIONS. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU DESIRE, REVOKE YOUR PROXY AND VOTE IN PERSON. Date: November 17, 2017 Sincerely, /s/ Si Chen Si Chen Chief Executive Officer 3 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF MATERIALS: Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on December 27,2017. Stockholders may view this proxy statement, our form of proxy and our 2016 Annual Report to Stockholders over the Internet by accessing our website at http://www.usalr.cn/ 4 American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China 276600 Tel: (+86) 539-7317959 PROXY STATEMENT 2017 ANNUAL MEETING OF STOCKHOLDERS The Board of Directors of American Lorain Corporation, a Nevada corporation, seeks your proxy for use at our 2017 Annual Meeting of Stockholders (or any adjournment, postponement or rescheduling thereof) to be held on December 27, 2017, at 10:00 a.m. China Standard Time. Our Annual Meeting will be held at our corporate offices located at Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600. The approximate date on which this Proxy Statement and the accompanying proxy card are first being sent or given to stockholders is November 28, 2017. Unless the context requires otherwise, references to the “Company,” “we,” “us”or “our” in this proxy statement refer to American Lorain Corporation and its subsidiaries. QUESTIONS AND ANSWERS The following is qualified in its entirety by the more detailed information contained in this proxy statement. The following questions and answers are provided for your convenience and briefly address some commonly asked questions about the annual meeting. These questions and answers may not address all questions that may be important to you as a stockholder. Stockholders are urged to carefully read this proxy statement in its entirety. WHAT AM I VOTING UPON? At the Annual Meeting, stockholders will be asked to take action: (1) To elect five (5) directors, as described in this Proxy Statement; (2) To consider and vote upon a proposal to ratify the selection of WWC., P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (3) To transact such other business as may properly come before the Annual Meeting. WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? Only holders of record of our common stock at the close of business on November 27, 2017, the record date, will receive notice of, and be entitled to vote at, our Annual Meeting. At the close of business on November 16, 2017, approximately 38,274,490 shares of common stock, par value $0.001 per share, were outstanding and entitled to vote. We expect the same number of shares to be outstanding as of the record date. Our common stock is our only class of outstanding voting securities. Stockholder of Record: Shares Registered in Your Name If, on November 27, 2017, your shares were registered directly in your name with our transfer agent, Interwest Transfer Company, Inc., then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed proxy card to ensure your vote is counted. By returning a properly signed and dated proxy card, you are authorizing the individuals listed on the proxy card to vote your shares in accordance with your instructions. 5 Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Agent If, on November 27, 2017, your shares were held not in your name, but rather in an account at a bank, brokerage firm, or other agent or nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker or other agent or nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a power of attorney or other proxy authority from your bank, broker or other agent or nominee, and bring it to our Annual Meeting. WHAT CONSTITUTES A QUORUM FOR THE ANNUAL MEETING? A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of at least a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. On the record date, there are approximately 38,274,490 shares of common stock outstanding and entitled to vote. Thus, at least 19,137,246 shares must be represented by stockholders present at the meeting or by proxy to have a quorum. 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, bank or other nominee) or if you vote in person at the meeting.