Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
October 30, 2009, China Housing & Land Development, Inc.’s (the “Company”)
2009 Annual Meeting of Stockholders was held at 6 Youyi Dong Lu, Han Yuan 4 Lou,
Xi’An, Shaanxi Province 710054, P.R.C. The following seven directors
were elected to serve on the board of directors until the next annual meeting of
stockholders of the Company or until such person shall resign, be removed or
otherwise leave office, whose resumes are attached as follows:
Mr. Pingji
Lu, Chairman of the Board of Directors
Mr. Lu
has served as the Chairman of the Board of Directors since he joined the company
in 1999. He also served as the company’s Chief Executive Officer from 1999 until
January 2009, when his CEO duties were assumed by Mr. Xiaohong Feng. Mr. Lu has
more than 40 years of experience in housing development, management, and
construction. After graduating from the Xi’an Army College with a major in
architectural engineering, Mr. Lu served 32 years in the Chinese Army in
architecture and engineering and completed his military career with the rank of
Senior Colonel. Mr. Lu was the founder of Lanbo Financial Investment Company
Group Limited, where he was the Chairman of the Board and Chief Executive
Officer from its formation in September 2003 until its merger with Lanbo
Financial Group, Inc. Mr. Lu served as the Chairman of the Board and Chief
Executive Officer of Lanbo Financial Group, Inc., until December 2005. Prior to
that, Mr. Lu served as Chairman of the Board and Chief Executive Officer of
Xi’an Newstar Real Estate Development Co., Ltd., from 1998 until December 2005.
He previously served as its General Manager from 1992 to 2003. He is member of
the Enterprise Credit Association of Shaanxi Province.
Mr. Xiaohong
Feng, Chief Executive Officer & Managing Director
Mr. Feng
was elected Chief Executive Officer in January 2009. He previously served as the
company’s Chief Operating Officer from 2003 through 2008. He has been a member
of the Board of Directors since he joined the company in 2003. With more than 20
years in the industry, Mr. Feng’s experience in architectural design and real
estate development is leveraged as a member of the China Architecture
Association, as Vice President of the Shaanxi Provincial Real Estate
Association, and as Vice Director of Xi’an Decoration Association. From June
1996 to December 2002, Mr. Feng was General Manager and President of Xi'an
Honghua Industry, Inc. He is a Registered Architect, and received his Master of
Science degree in Architecture Science from Xi’an Architecture & Technology
University.
Mr. Cangsang Huang,
Chief Financial Officer and Director
Mr. Huang
most recently served as Assistant CFO of the Company, a position he had held
since October 2008. Mr. Huang worked at Cantor Fitzgerald in 2006 and
played an active role in several public financings for companies in the
transportation/shipping sectors as well as several U.S. listed publicly-traded
Chinese companies. Since 2007, Mr. Huang worked for Merriman Curhan &
Ford Inc. followed by Collins Stewart LLC. He helped set up Merriman
and Collins Stewart’s China banking practice and participated in several China
related financing transactions, including General Steel (NYSE: GSI) and FUQI
International (Nasdaq: FUQI). From 2001 to 2004, Mr. Huang worked in
Guangzhou, China with China Communication Construction Company Limited (1800.HK)
as a project manager where he provided financial advisory services to both
private and state-owned companies and participated in multiple multi-billion RMB
infrastructure projects. Mr. Huang graduated from Shanghai Maritime University
with a degree in transportation economics and has a Master’s degree in
Statistics from Columbia University. Mr. Huang is a CFA Level III candidate
and has his NASD Series 7 & 63 licenses.
Ms. Carolina Woo,
Independent Director
Ms.
Carolina Woo, is currently the owner of CW Group, a consulting firm focused in
real estate development, planning and design. Ms. Woo is also a member of the
Board of Trustees of the Rhode Island School of Design. Previously, Ms. Woo
worked at Skidmore, Owings & Merrill LLP (SOM) beginning in 1969, and
retired as a partner of the international architecture-engineering office of SOM
where she served as the President of SOM International Ltd. with overall
responsibility for SOM’s work in China, Hong Kong, Taiwan, and the Asia-Pacific
region. Ms. Woo received her Master’s Degree from Columbia University
Graduate School of Business and her Bachelor’s Degree in Architecture from the
Road Island School of Design.
Mr. Michael Marks,
Independent Director
Mr.
Michael Marks is currently president and director of Middle Kingdom Alliance
Corp., a special purpose acquisition corporation listed on Over-the-Counter
Bulletin Board. Mr. Marks is also an independent director of Genesis
Pharmaceuticals Enterprises, Inc. (GNPH: OTCBB) and of Yanglin Soybean, Inc.
(YSYB: OTCBB). Previously, Mr. Marks served as a managing director
and principal of Sonnenblick Goldman Asia Pacific Limited, a firm that provides
advisory services in real estate investments, until December 2007. Mr. Marks
also previously served as a director of Horwath Asia Pacific from January 2002
to December 2005 and was chief executive officer and director at B2Gglobe (Pty)
Limited from May 2001 to December 2002. Mr. Marks received both Bachelor’s and
Master’s Degrees in Commerce from the University of the Witwatersrand in
Johannesburg, South Africa in 1994 and 1997, respectively, and also received a
Bachelor’s Degree in Psychology from the University of South Africa in 1998. 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.
Mr. Suiyin Gao,
Independent Director
Mr.
Suiyin Gao, has over 30 years experience in human resource and management
consultant area. Mr. Gao is currently the head of the Shaanxi Senior Talent
Office, which is affiliated with Shaanxi Provincial government and focused on
corporation management, consultation and human resources services. Mr. Gao is
the founder and chairman of Shanxi management Member Club, one of the largest
manager clubs in Shanxi province. Mr. Gao is currently an independent director
of six enterprises, and also acted as senior consultant for more than twenty
enterprises. Previously, Mr. Gao worked for the government since 1973.
In 1998, Mr. Gao received his degree in Master of Business Administration
from Northwest University in China.
Mr. Albert McLelland,
Independent Director
Mr.
Albert McLelland began serving as an independent director in February 2009. He
also serves as the Chairman of the Board's Audit Committee. Mr. McLelland has
been Senior Managing Director of AmPac Strategic Capital LLC since 2003. He is
also a founder and Managing Director of AmPac-TDJ LLC. Prior to founding AmPac
Strategic Capital, Mr. McLelland was responsible for the day to day cross-border
transactions practice of PricewaterhouseCoopers’ Financial Advisory Services.
Mr. McLelland has extensive investment and merchant banking experience, has
built two Asian-based financial service firms, and has led the corporate finance
department at CEF Taiwan Limited. He began his investment banking career in
Public Finance at Shearson Lehman. He holds an M.B.A. degree from the University
of Chicago and a Master of International Affairs degree from Columbia
University. He completed his undergraduate studies at the University of South
Florida and studied Mandarin at the National Normal University in Taiwan. Since
September 2008, Mr. McLelland has served as an independent director and Chairman
of the audit committee of the Board of Directors for China Fire & Security
Group, Inc. On March 9, 2009, Mr. McLelland became an independent director and
Chairman of the audit committee of the Board of Directors for Yanglin Soybean,
Inc.
The votes
regarding the election of the persons named above as directors were as
follows:
|
FOR
|
AGAINST
|
ABSTENTIONS
|
||||
|
Pingji
Lu
|
24,269,744
|
10,050
|
33,308
|
|||
|
Xiaohong
Feng
|
24,276,494
|
3,300
|
33,308
|
|||
|
Cangsang
Huang
|
24,241,199
|
38,595
|
33,308
|
|||
|
Michael
Marks
|
23,773,120
|
17,074
|
522,908
|
|||
|
Carolina
Woo
|
23,772,864
|
17,330
|
522,908
|
|||
|
Albert
McLelland
|
23,790,172
|
|
522,908
|
|||
|
Suiyin
Gao
|
23,663,026
|
447,168
|
202,908
|
Item 8.01
Other Items.
At the
Annual Meeting, the proposal to ratify the appointment of MSCM LLP as the
Company’s independent registered public accounting firm to serve for the fiscal
year ending December 31, 2009 was duly approved and adopted. The votes regarding
the proposal were as follows:
|
FOR
|
AGAINST
|
ABSTENTIONS
|
||
|
22,813,364
|
1,442,850
|
56,888
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CHINA
HOUSING & LAND DEVELOPMENT, INC.
|
|||
|
Dated:
November 3, 2009
|
|||
|
By:
|
/s/
Xiaohong Feng
|
||
|
Name:
Xiaohong Feng
Title:
Chief Executive Officer
|
|||