UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
AMENDMENT NO. 1
TO
FORM 10-K
(Mark One)
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x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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or
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
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Commission File Number: 000-26777
China Yida Holding, Co.
(Exact name of registrant as specified in its charter)
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Nevada
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50-0027826
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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28/F Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian, P. R. China
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350003
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (718) 838-9552
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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NASDAQ Capital Market
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Securities registered under Section 12(g) of the Act:
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Not Applicable
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(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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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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
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Page
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance.
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1
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Item 11.
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Executive Compensation.
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6
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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9
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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10
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Item 14.
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Principal Accounting Fees and Services.
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10
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules.
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SIGNATURES
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12
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EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014 (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 2014 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
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:
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Name
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Age
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Position
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Min Minhua Chen
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57
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Chief Executive Officer, President and Chairman of the Board
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YanYanling Fan
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41
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Chief Operating Officer, Secretary and Director
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YonYongxi Lin
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43
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Interim Chief Financial Officer and Financial Controller
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Renjiu Pei
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48
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Director
Chairman of the Audit Committee
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Chunyu Yin
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67
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Director
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Audit Committee Member
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Fucai Huang
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67
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Director
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Audit Committee Member
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Minhua Chen
Minhua Chen has been the Chief Executive Officer of China Yida Holding, Co and some of its subsidiaries and contractually controlled affiliates since November 2007. 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 and some of its subsidiaries and contractually controlled affiliates since November 2007. 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
Yongxi Lin has served as our Financial Controller since October 2003 and was appointed 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 officer 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 the Chinese Institute of Certified Public Accountants, or CICPA. He received his Bachelor of Art degree in Accounting in 1994.
1
Renjiu Pei
Renjiu Pei has been a director of the Company since June 7, 2013. He has served as chairman at Fujian Tianren Huitong Investment Co., Ltd. since 2013. Previously, Mr. Pei served as the managing director at Fujian Jinuo Investment & Guaranty Co., Ltd. from 2009 to 2011. He served as independent director at Anxin-China Holdings Limited (HKEx Stock Code: 01149)from 2004 to 2011. Anxin China Holdings, Limited is an investment holding company, which engaged in the sale of system hardware and application software for installation of Intelligent Surveillance Disaster Alert & Rescue Coordination (ISD) Systems and provision of system solutions services. From 1990to 2001, he served as supervisor of pharmacy in Fuzhou General Hospital. He received his master’s degree from Anhui Medical University in 1990. Mr. Pei also received trainings in US GAAP. In 2001, he attended Corporate Compliance Seminars Audit Committee Workshop in Hong Kong which addressed the awareness of governance issues and audit committee effectiveness. In 2012, he participated in a study by the CFA Institution regarding US GAAP Essentials in Kuala Lumpur which provided a detailed overview of the technical issues faced in producing US GAAP financial statements. We believe that Mr. Pei’s director experience at a Hong Kong listed company and his several oversea US GAAP training experiences qualifies him to serve 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 also achieved acknowledgement and recognition in the media industry. She participated in planning, producing and filming many 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: PutianYanhuang Millennium, Dragon Board World Cup, China’s Trade Marks around the World, 2004 Miss Universe Finale, 2007 Miss Japan International Finale, and 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 serve as a director of the Company.
2
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.
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 a 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 two meetings during 2013. In fiscal year 2013, 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, 2013, 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 Renjiu Pei, Chunyu Yin, and Fucai Huang, met two (2) times during 2013. 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. Renjiu Pei 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.
3
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 Renjiu Pei, Chunyu Yin and Fucai Huang.
Independence of the Board of Directors
We believe that Renjiu Pei, Fucai, Huang and Chunyu Yin qualify as independent directors for NASDAQ purposes. This means that our board of directors is composed of a majority of independent directors as required by NASDAQ Stock Market rules.
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.
4
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.
Shareholders 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 Renjiu Pei 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, 2013 except that Michael Marks was late in filing an exit Form 4 when he resigned from the Board in June 2013 and Renju Pei was late in filing a Form 3 when he was elected as a director in June 2013.
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.
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.
5
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, 2013 and 2012.
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Summary Compensation Table
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Name and principal position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All
Other
Compensation
($)
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Total
($)
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Minhua Chen
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2013
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$
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58,118
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—
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—
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—
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—
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—
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$
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1,488
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(1)
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$
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59,606
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CEO, President and Chairman
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2012
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$
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57,113
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(3)
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—
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—
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—
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—
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—
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$
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1,440
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(1)
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$
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58,553
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Yanling Fan
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2013
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$
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50,369
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—
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—
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—
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—
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—
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$
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1,488
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(2)
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$
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51,857
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Chief Operating Officer
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2012
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$
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49,498
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(4)
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—
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—
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—
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—
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—
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$
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1,440
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(2)
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$
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50,938
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Yongxi Lin
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2013
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$
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38,745
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—
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—
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—
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—
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—
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—
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$
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38,745
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Interim Chief Financial Officer
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2012
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$
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38,075
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(5)
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—
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—
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—
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—
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—
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—
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$
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38,075
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(1)
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Mr. Chen received $124 per month as lunch reimbursement.
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(2)
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Ms. Fan received $124 per month as lunch reimbursement.
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| (3) |
Salary payable of $57,113 was paid to Mr. Chen with $47,132 in cash, net of payroll taxes.
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| (4) |
Salary payable of $49,498 was paid to Ms. Fan with $41,372 in cash, net of payroll taxes.
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| (5) |
Salary payable of $38,075 was paid to Mr. Lin with $32,732 in cash, net of payroll taxes.
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Narrative Disclosure to the Summary Compensation Table
Option Exercises and Stock Vested
Our executives did not exercise any stock options.
6
Grants of Plan Based Awards in the Fiscal Year Ended December 31, 2013
No option grants were awarded to named executive officers for the fiscal year ended December 31, 2013.
Outstanding Equity Awards at Fiscal Year-End
No individual grants of stock options or other equity incentive awards have been made to our officers and directors for the fiscal year ended December 31, 2013.
Employment Contracts and Termination of Employment
We do not have any written agreement with any of our current executive officers.
There are no compensatory plans or arrangements, including payments to be received from us, with respect to any director or executive officer of us which would in any way result in payments to any such person because of his resignation, retirement, or other termination of employment with us, any change in control of the Company, or a change in the person’s responsibilities following a change in control of the 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 is a key component of our compensation program.
As of April 29, 2014, 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 2013.
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.
7
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, 2013.
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Director Compensation Table
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Name
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Fees Earned
or
Paid in Cash
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Non-Qualified
Deferred
Compensation
Earnings
($)
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All
Other
Compensation
($)
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Total
($)
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|||||||||||||||||||||
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Minhua Chen
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
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Yangling Fan
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—
|
—
|
—
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—
|
—
|
—
|
—
|
|||||||||||||||||||||
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Chunyu Yin
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$
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8,073
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(1)
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—
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—
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—
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—
|
—
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$
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8,073
|
||||||||||||||||||
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Fucai Huang
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$
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8,073
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(1)
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—
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—
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—
|
—
|
—
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$
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8,073
|
||||||||||||||||||
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Renjiu Pei
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$
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5,503(1)
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(2)
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—
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—
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—
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—
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—
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$
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5,503
|
||||||||||||||||||
(1) For their capacity serving as independent directors of the Company. Mr. Pei 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 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.
(2) On June 7, 2013, the company entered into a director agreement with Renjiu Pei, and agreed to pay to Mr. Pei a cash compensation of RMB 72,000per year before tax.
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:
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i.
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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;
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ii.
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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;
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iii.
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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
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iv.
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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).
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of April 30, 2014, 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 9, 2014, 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.
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Name and Address of Beneficial Owner (1)
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Number of Shares
and Nature of
Beneficial Ownership (1)
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Percent of
Common Stock
Outstanding
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Executive Officers and Directors
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Minhua Chen
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1,145,196
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(2)
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29.25
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%
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Yanling Fan
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1,122,396
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(3)
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28.67
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%
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Yongxi Lin
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0
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0
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Chunyu Ying
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0
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0
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Fucai Huang
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0
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0
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Renjiu Pei
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0
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0
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All directors and executive officers as a group (6 persons)
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2,267,592
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57.92
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%
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Other 5% Shareholders
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Pope Investment II, LLC (4)
5100 Poplar Avenue, Suite 805
Memphis, Tennessee 38137
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399,206
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10.20
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%
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(1)
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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.
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(2)
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Including 6,000 shares of common stock issuable upon exercise of stock options. The number of shares beneficially owned by Minhua Chen does not include the shares beneficially owned by Yanling Fan despite of their husband and wife relationship.
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(3)
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The number of shares beneficially owned by Yanling Fan does not include the shares beneficially owned by Minhua Chen despite of their husband and wife relationship.
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(4)
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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.
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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, 2013 and 2012:
Rental Expense
The Company incurred rental expenses of $197,672 and $386,188for the years ended December 31, 2013 and 2012, respectively, including $5,650 and $9,518, respectively, paid to XinHengji Holding Company Limited, a related party. XinHengji Holding Company Limited is the 100% controlling shareholder of Fujian XinHengji Advertising Co., Ltd.
As of December 31, 2012, the Company had zero due to related parties.
Television Contract
There was a contract in force for the period of August 1, 2003 to July 31, 2010 between XinHengji 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.
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 nor operating. After it was assigned to the Company, Fuzhou Fuyu Advertising Co., Ltd. (“Fuyu”) 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, Fuyu entered into a similar agreement with FETV, pursuant to which, FETV granted Fuyu exclusive management rights for the FETV station. This agreement had a term of 5 years. From August 1, 2010 to July 31, 2011, Fuyu should 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. This agreement was terminated in July 2013.
The revenue from FETV media business in 2013 was RMB 17.66 million ($2.85 million), and the cost associated with purchasing the programs was RMB 3.78 million ($0.61 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.
Related Party Loans
As of December 31, 2013, the Company had $31,283,315 and $4,199,122 due to Fujian Xinhengji Advertisement Co., Ltd and Mr. Minhua Chen, respectively. Mr. Minhua Chen, the Chief Executive Officer and Chairman of the Company, is the Chairman of Fujian Xinhengji Advertisement Co., Ltd. Those loans are unsecured, bear no interest and due on demand.
The Audit Committee of the Board of Directors appointed KCCW Accountancy Corp. as the independent registered public accounting firm to conduct the audit of our consolidated financial statements for the 2014 fiscal year and to report on our consolidated balance sheets, statements of income and other related statements. KCCW Accountancy Corp. has served as our independent registered public accounting firm since April 13, 2012. The Audit Committee Charter includes the procedures for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board of Directors approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee. The audit and audit-related fees paid to the auditors with respect to the 2013 fiscal year were pre-approved by the Audit Committee of the Board of Directors.
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Fees and Services
The following table shows the fees that were billed for the audit and other services provided by KCCW Accountancy Corp. for the years ended December 31, 2013 and 2012.
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Fiscal 2013
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Fiscal 2012
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|||||||
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Audit Fees
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$
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85,000
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$
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120,000
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Audit Related Fees
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—
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—
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Tax Fees
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5,000
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5,000
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||||||
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All Other Fees
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—
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—
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Total
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$
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90,000
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$
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125,000
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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.
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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.
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CHINA YIDA HOLDING, CO.
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Date: April 30, 2014
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By:
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Minhua Chen
Chief Executive Officer
(Principal Executive Officer)
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By:
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Yongxi Lin
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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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.
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Signature
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Capacity
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Date
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Chief Executive Officer, President and Chairman
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April 30, 2014
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Minhua Chen
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(Principal Executive Officer)
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Chief Financial Officer
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April 30, 2014
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Yongxi Lin
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(Principal Financial Officer; Principal Accounting Officer)
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Chief Operating Officer, Secretary and Director
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April 30, 2014
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Yanling Fan
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Director
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April 30, 2014
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Renjiu Pei
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||||
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Director
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April 30, 2014
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Fucai Huang
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||||
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Director
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April 30, 2014
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Chunyu Yin
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12