TORONTO, ONTARIO -- (Marketwired) -- 02/05/14 -- Xinduo Yu, the founder, largest shareholder, director and former President and Chief Executive Officer of Hanfeng Evergreen Inc. ("Hanfeng"), today announced that he has filed and mailed to Hanfeng's shareholders a dissident proxy circular dated February 1, 2014 to solicit support for his proposed slate of five directors nominated for election at Hanfeng's annual general and special meeting scheduled for February 28, 2014 (the "Meeting").
Mr. Yu's proposed slate is comprised of himself and the following independent nominees: Anthony W. Chang, Joanne Yan, Jonathan Pollack and Yuanhui Tang. The biography of each nominee is set out below. In addition, Mr. Yu is soliciting support to set the number of directors at five, to re-appoint KPMG LLP as auditor of Hanfeng and to ratify and confirm the advance notice by-law adopted by Hanfeng's current board.
Hanfeng is required to set a time and place for the Meeting by filing and mailing to its shareholders a notice, which it has yet to do. If Hanfeng does not file and mail such notice, Mr. Yu will notify Shareholders of a time and location for the Meeting by press release.
Mr. Yu has serious concerns with the governance practices currently being employed by Hanfeng including the ability of the current board of directors to properly supervise Hanfeng and its overseas operation. This, together with the decision of the Toronto Stock Exchange on January 15, 2014 to suspend trading in Hanfeng's shares pending clarification of Hanfeng's affairs, has led Mr. Yu to conclude that the board of directors needs to be reconstituted. To this end, Mr. Yu has put forward his proposed slate of directors who have demonstrated prior experience with Canadian listed companies, with doing business in China and with Hanfeng. Mr. Yu believes that these nominees are exceptionally well-suited to lead Hanfeng through its current troubles and address the concerns raised by the regulators in China and Canada.
"With these directors in place, Hanfeng will move to a better and more prosperous course, guided by best practices of corporate governance and professional business oversight," said Mr. Yu.
The proxy circular filed and mailed by Mr. Yu will be available under Hanfeng's profile on SEDAR at www.sedar.com.
Shareholders voting by proxy are urged to vote the GREEN proxy FOR all four resolutions no later than 5 pm (Toronto time) on February 25, 2014.
Biographical information for Mr. Yu's proposed slate of directors
Anthony W. Chang is the Managing Director of Inter-Asia Venture Management Group, a leading direct investment and advisory firm based in Hong Kong with a 40 year history of building successful companies in Asia with a principal focus in China. For over 15 years, Mr. Chang has had a successful track record in investing and managing high growth companies with cross border structuring and executing business strategies for their operations in China, Japan, US and Canada. Previously, he was the Asia Pacific Regional President and Chief Executive Officer of Sunbeam Corporation (a NYSE listed company at that time), Commercial Director of Peninsula Hotel Group (a HKSE listed company), International Director and US President of Swank International Manufacturing Co. Ltd. (a HKSE listed company at that time). He has also held senior executive and Chief Financial Officer positions in Canada with the subsidiaries of Imasco Limited (now Imperial Tobacco Canada Limited, a TSX listed company), Labatt Brewing Company Ltd. and Tim Horton's Inc. (prior to its initial public offering). Mr. Chang received his graduate degree from the University of Waterloo and is a C.P.A.
Joanne Yan has more than 15 years of experience in advising and managing public companies and has played a significant role in the financing and business development strategies of several North American and China-based companies. Ms. Yan is currently the President of Joyco Consulting Services Inc., a consulting firm, a position which she has held since September 1994. From June 2006 to November 2013, she served as the President and a director of Brazilian Gold Corporation (formerly Red Dragon Resources Corp.), a TSX Venture Exchange listed company that was involved in gold exploration and development in Brazil. From June 2006 until May 2010, Ms. Yan was the President of JYW Capital Corp., a capital pool company. Ms. Yan was formerly a director of Hanfeng, from June 2004 to August 2013, where she was a member of and then chaired the Compensation Committee (from June 2004 to end of 2012). She is currently the lead director and a member of the Audit Committee and Compensation Committee for Hanwei Energy Services Corp., a TSX listed company in the business of engineering and manufacturing fibreglass reinforced plastic pipe for the oil & gas industry; a director and member of the Audit Committee and Compensation Committee of Grande West Transportation Group Inc., a TSX Venture Exchange listed company in the business of design, manufacture and service of high quality affordable fuel efficient mini buses; and a director of Archer Petroleum Corp., a TSX Venture Exchange listed company in the oil sands business.
Jonathan Pollack is the President of The JMP Group, a strategic advisory and consulting company, a position which he has held since 2000. From August 2009 until January 2011, he served as the Executive Vice-President of API Technologies Corp. (a NASDAQ listed company), a company which designs, develops and manufactures electronics systems and communication products, and also served as the company's director from June 2007 until January 2011. From March 2005 until its sale in June 2009, he was the Chief Financial Officer and Corporate Secretary of Kaboose Inc. (a TSX listed company at that time), a media company focused on developing content and applications to help parents plan for family life. Prior thereto, he worked in investment banking in New York. Mr. Pollack was a director of Hanfeng from November 2010 through February 2013, where he served on the Audit Committee and the Compensation Committee. He was also formerly a director of Lifebank Corp. from 2003 to 2012, where he served on the Audit Committee and Compensation Committee and is currently a director of CECO Environmental Corp. (a NASDAQ listed company), a leading global environmental technology company focused on critical solutions in the product recovery, air pollution control, fluid handling and filtration segments. Mr. Pollack received a M.Sc. in Finance from the London School of Economics and a B.Com. from McGill University. He sits on the boards of several philanthropic organizations including the Mt. Sinai Hospital Foundation, the Crescent School Foundation, and the Sterling Hall School.
Xinduo Yu is the founder and owns or controls greater than 20% of the Shares of Hanfeng Evergreen Inc., making him its largest Shareholder. Mr. Yu served as Hanfeng's President and CEO from its inception in June 2003 to January 8, 2014, as a member of the Compensation Committee from June 2003 to August 2006, as its Chairman from November 2004 to March 2006, and has served as a director of Hanfeng since June 2003, a position which he continues to hold. Mr. Yu has experience in building early stage businesses. From 1989 to 1992, he served as director of Dalian Office, Shangzhi City Government, Heilongjiang Province where he assisted government and private entities in promoting business in the city of Dalian. Prior to that, Mr. Yu served as the Head of Shangzhi Transportation Bureau where he governed urban traffic control, road construction and maintenance and supervised senior management and fulfilled central government policies and regulations. He served as Chairman of the board of Yalian Steel Corporation until May 2009, and has been a director of Yalian Steel Corporation since December 2008. Mr. Yu served as an independent director of Hanwei Energy Services Corp. from November 2005 to May 2008.
Yuanhui Tang has over ten years of experience with public market compliance and disclosure, listing products, and services experience in both Chinese and overseas capital markets through international joint works and cooperation. Ms. Tang currently serves as an exchanged cadre from the Shanghai Stock Exchange at the china securities regulatory commission, where she has spent three years drafting regulations and rules on Chinese capital market and monitoring, managing and mitigating public market risk. Prior to that, Ms. Tang spent five years with China's major stock exchange, where she was responsible for the supervision of innovative financial products, rules drafting and implementation on the public market and listed companies' supervision. Prior to that, Ms. Tang spent four years with the investment banking division at The Industrial and Commercial Bank of China where she led a wide range of fund raising projects in various sectors totalling US$ 6 billion. Ms. Tang holds a M.Sc. in International Securities Investment and Banking from the University of Reading of the United Kingdom. She obtained her PhD in Finance from the Northeast University of Finance and Economics of China.
If you experience any problems or require assistance voting your green form of proxy, please contact the proxy solicitor, Kingsdale Shareholder Services Inc., at 1-800-749-9052 toll-free in North America, or at 1-416-867-2272 outside of North America, or by email at: contactus@kingsdaleshareholder.com.
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