SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION STATEMENT
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
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Preliminary
Proxy Statement
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o
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Confidential,
For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material under Rule 14a-12
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CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
(Name
of
Registrant as Specified In Its Charter)
_____________________________________________________________
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
____________________________________
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(2)
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Aggregate
number of securities to which transaction applies:
____________________________________
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
____________________________________
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(4)
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Proposed
maximum aggregate value of transaction:
____________________________________
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(5)
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Total
fee paid:
____________________________________
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the form or schedule and the date of its
filing.
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(1)
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Previously Paid:
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Schedule or Registration Statement No.:
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Party:
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Date
Filed:
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April
30,
2007
Dear
Stockholder:
On
behalf
of the Board of Directors of China Security & Surveillance Technology, Inc.
(the “Company”),
I
invite you to attend our 2007 Annual Meeting of Stockholders. We hope you can
join us. The annual meeting will be held:
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At:
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China
Security & Surveillance Technology,
Inc.
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13/F,
Shenzhen Special Zone Press Tower,
Shennan
Road, Futian District, Shenzhen, China 518034
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On:
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June
15, 2007
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Time:
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10:00
a.m., local time
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The
Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2006
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. You will also have an opportunity
to meet your directors and other key executives of the Company.
As
discussed in the enclosed Proxy Statement, the Annual Meeting will also be
devoted to the election of directors, the ratification of the appointment of
the
Company’s accountants and consideration of 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 China Security & Surveillance Technology,
Inc. We look forward to seeing you at our Annual Meeting.
If
you
have any questions about the Proxy Statement, please contact Terence Yap, Chief
Financial Officer, China Security & Surveillance Technology, Inc., 13/F,
Shenzhen Special Zone Press Tower, Shennan Road, Futian District, Shenzhen,
518034, People’s Republic of China; Telephone: (86) 755- 83510888, extension
5611.
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Sincerely,
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/s/
Guoshen Tu
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Guoshen
Tu
Chief
Executive Officer
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1
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
June
15, 2007
To
the
Stockholders of China Security & Surveillance Technology, Inc.:
Notice
is
hereby given that the Annual Meeting of Stockholders (the “Meeting”)
of
China Security & Surveillance Technology, Inc., a Delaware corporation (the
“Company”),
will
be held on Friday, June 15, 2007 at 10:00 a.m., local time, at China
Security & Surveillance Technology, Inc., 13/F, Shenzhen Special Zone Press
Tower Shennan Road, Futian District, Shenzhen, 518034, People’s Republic of
China for the following purposes:
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1.
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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;
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2.
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To
ratify the selection by the Board of GHP Horwath, P.C. as the Company’s
independent registered public accounting firm for the fiscal year
ending
December 31, 2007; and
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3.
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To
transact such other business as may properly come before the Meeting
or
any adjournment thereof.
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Only
stockholders of record at the close of business on May 21, 2007 are entitled
to
notice and to vote at the Meeting and any adjournment.
You
are
cordially invited to attend the Meeting.
A
Proxy
Statement describing the matters to be considered at the Meeting is attached
to
this Notice. Our 2006 Annual Report accompanies this Notice, but it is not
deemed to be part of the Proxy Statement.
It
is important that your shares are represented at the Meeting. We urge you to
review the attached Proxy Statement and, whether or not you plan to attend
the
meeting in person, please vote your shares promptly by either completing,
signing and returning the accompanying proxy card or casting your vote via
the
internet as directed either in instructions of our Transfer Agent, American
Stock Transfer & Trust Company (the “Transfer
Agent”)
or on the proxy card included with this Proxy Statement. You do not need to
affix postage to the enclosed reply envelope if you mail it within the United
States. If you attend the meeting, you may withdraw your proxy and vote your
shares personally.
If
you
plan to attend the meeting, please mark the accompanying proxy card in the
space
provided and return it to us, or notify us of your intentions via the internet
as directed on the proxy card. This will assist us with meeting preparations.
If
your shares are not registered in your own name and you would like to attend
the
Meeting, please ask the broker, trust, bank, or other nominee that holds your
shares to provide you with evidence of your share ownership. This will enable
you to gain admission to the Meeting.
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By
Order of the Board of Directors,
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/s/
Lingfeng Xiong
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Secretary
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April
30,
2007
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
13/F,
Shenzhen Special Zone Press Tower Shennan Road
Futian
District, Shenzhen, 518034
People’s
Republic of China
__________
PROXY
STATEMENT
__________
This
Proxy Statement and the accompanying proxy are being furnished with respect
to
the solicitation of proxies by the Board of Directors of China Security &
Surveillance Technology, Inc., a Delaware corporation (the “Company,”
“CSST”
or
“we”),
for
the 2007 Annual Meeting of Stockholders (the “Meeting”).
The
Meeting is to be held at 10:00 a.m., local time, on Friday, June 15, 2007,
and
at any adjournment or adjournments thereof, at 13/F, Shenzhen Special Zone
Press
Tower Shennan Road, Futian District, Shenzhen, 518034, People’s Republic of
China.
The
approximate date on which the Proxy Statement and form of proxy are intended
to
be sent or given to stockholders is May 22, 2007.
The
purposes of the Meeting are to seek stockholder approval of two proposals:
(i) electing five (5) directors to the Board and (ii) ratifying the
appointment of the Company’s accountants for fiscal year 2007.
Who
May Vote
Only
stockholders of record of our common stock, $.0001 par value (the “Common
Stock”),
as of
the close of business on May 21, 2007 (the “Record
Date”)
are
entitled to notice and to vote at the Meeting and any adjournment or
adjournments thereof.
A
list of
stockholders entitled to vote at the Meeting will be available at the Meeting
and for ten days prior to the Meeting, during office hours, at the executive
offices of the Company at 13/F, Shenzhen Special Zone Press Tower, Shennan
Road,
Futian District, Shenzhen, 518034, People’s Republic of China, by contacting the
Secretary of the Company.
The
presence at the Meeting of a majority of the outstanding shares of Common Stock
as of the Record Date, in person or by proxy, is required for a quorum. Should
you submit a proxy, even though you abstain as to one or more proposals, or
you
are present in person at the Meeting, your shares shall be counted for the
purpose of determining if a quorum is present.
Broker
“non-votes” are included for the purposes of determining whether a quorum of
shares is present at the Meeting. A broker “non-vote” occurs when a nominee
holder, such as a brokerage firm, bank or trust company, holding shares of
record for a beneficial owner does not vote on a particular proposal because
the
nominee holder does not have discretionary voting power with respect to that
item and has not received voting instructions from the beneficial
owner.
As
of the
date of this Proxy Statement, we had issued and outstanding 34,941,406 shares
of
Common Stock. Each holder of Common Stock on the Record Date is entitled to
one
vote for each share then held on all matters to be voted at the Meeting. No
other class of voting securities was then outstanding.
1
Voting
Your Proxy
You
may
vote by one of the following methods:
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·
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Completing
and signing the proxy card and mailing it in the enclosed postage-paid
envelope; or
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Voting
on the internet. Please follow the instructions that are either
included
with the proxy materials provided by the Transfer Agent (you may
obtain
copies of such information by contacting the Transfer Agent at
American
Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, NY 11219,
Telephone: 718.921.8210, www.amstock.com) or on the proxy
card.
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If
your
shares are held through a broker, trust, bank or other nominee, you should
refer
to information forwarded to you by such holder of record for your voting
options.
The
shares represented by any proxy duly given will be voted at the Meeting in
accordance with the instructions of the stockholder. If no specific instructions
are given, the shares will be voted FOR the
election of the nominees for director set forth herein, and FOR ratification
of GHP Horwath, P.C. as the Company’s independent registered public accounting
firm. In addition, if other matters come before the Meeting, the persons named
in the accompanying form of proxy will vote in accordance with their best
judgment with respect to such matters.
Each
share of Common Stock outstanding on the record date will be entitled to one
vote on all matters. Under Proposal 1 (Election of Directors), the five
candidates for election as directors at the Meeting are uncontested. In
uncontested elections, directors are elected by majority of the votes cast
at
the Meeting. Proposal 2 (Ratification of Independent Auditors) requires the
vote
of a majority of the shares present in person or by proxy at the Meeting for
approval.
Shares
which abstain from voting as to a particular matter, and shares held in “street
name” by brokers or nominees who indicate on their proxies that they do not have
discretionary authority to vote such shares as to a particular matter, will
not
be counted as votes in favor of such matter, and will also not be counted as
shares voting on such matter. Accordingly, abstentions and “broker non-votes”
will have no effect on the voting on matters (such as the election of directors,
and the ratification of the selection of the independent registered public
accounting firm) that require the affirmative vote of a plurality or a majority
of the votes cast or the shares voting on the matter.
Revoking
Your Proxy
Even
if
you execute a proxy, you retain the right to revoke it and to change your vote
by notifying us at any time before your proxy is voted. Mere attendance at
the
meeting will not revoke a proxy. Such revocation may be effected in writing
by
execution of a subsequently dated proxy or by a written notice of revocation,
in
each case sent to the attention of the Secretary at the address of our principal
office set forth above in the Notice to this Proxy Statement, or by your
attendance and voting in person at the Meeting. In addition, you may revoke
your
via the Transfer Agent’s website at www.amstock.com; please contact the Transfer
Agent at American Stock Transfer & Trust Company, 6201 15th Avenue,
Brooklyn, NY 11219, Telephone: 718.921.8210, www.amstock.com for instructions).
Unless so revoked, the shares represented by proxies, if received in time,
will
be voted in accordance with the directions given therein.
If
the
Meeting is postponed or adjourned for any reason, at any subsequent reconvening
of the Meeting, all proxies will be voted in the same manner as the proxies
would have been voted at the original convening of the Meeting (except for
any
proxies that have at that time effectively been revoked or withdrawn), even
if
the proxies had been effectively voted on the same or any other matter at a
previous Meeting.
2
You
are
requested, regardless of the number of shares you own or your intention to
attend the Meeting, to sign the proxy and return it promptly in the enclosed
envelope.
Solicitation
of Proxies
The
expenses of solicitation of proxies will be paid by the Company. We may solicit
proxies by mail, and the officers and employees of the Company, who will receive
no extra compensation therefore, may solicit proxies personally or by telephone.
The Company will reimburse brokerage houses and other nominees for their
expenses incurred in sending proxies and proxy materials to the beneficial
owners of shares held by them.
Delivery
of Proxy Materials to Households
Only
one
copy of the Company’s 2006 Annual Report and Proxy Statement for the 2007 Annual
Meeting of Stockholders will be delivered to an address where two or more
stockholders reside unless we have received contrary instructions from a
stockholder at the address. A separate proxy card will be delivered to each
stockholder at the shared address.
If
you
are a stockholder who lives at a shared address and you would like additional
copies of the 2006 Annual Report, this Proxy Statement, or any future annual
reports or proxy statements, contact the
Manager, Investor Relations at China Security & Surveillance Technology,
Inc., 13/F, Shenzhen Special Zone Press Tower, Shennan Road, Futian District,
Shenzhen, 518034, People’s Republic of China; Telephone number 011 (86-755)
83510888, extension 5611, and we will promptly mail you copies.
Interest
of Officers and Directors in Matters to Be Acted Upon
None
of
the Company’s officers or directors have any interest in any of the matters to
be acted upon at the Annual Meeting, except, that, with respect to each
director, to the extent that a director is named as a nominee for election
to the Board of Directors.
3
PROPOSAL
1
ELECTION
OF DIRECTORS
The
Board
of Directors (the “Board”)
is
responsible for establishing broad corporate policies and monitoring the overall
performance of the Company. It selects the Company’s executive officers,
delegates authority for the conduct of the Company’s day-to-day operations to
those officers, and monitors their performance. Members of the Board are kept
informed of the Company’s business by participating in Board and Committee
meetings, by reviewing analyses and reports, and through discussions with the
Chairman and other officers.
If,
as a
result of circumstances not now known or foreseen, any of the nominees is
unavailable to serve as a nominee for the office of Director at the time of
the
Meeting, the holders of the proxies solicited by this Proxy Statement may vote
those proxies either (i) for the election of a substitute nominee who will
be designated by the proxy holders or by the present Board or (ii) for the
balance of the nominees, leaving a vacancy. Alternatively, the size of the
Board
may be reduced accordingly. The Board has no reason to believe that any of
the
nominees will be unwilling or unable to serve, if elected as a Director. The
five nominees for election as directors are uncontested. In uncontested
elections, directors are elected by majority of the votes cast at the meeting.
Proxies
submitted on the accompanying proxy card will be voted for the election of
the
nominees listed below, unless the proxy card is marked otherwise.
Director
Selection
The
Company does not have a nominating committee. The full board, with input from
the Company’s president and chief executive officer, identifies director
nominees. The board evaluates candidates based on the requirements set forth
in
the Company’s by-laws and regulatory requirements applicable to the Company.
The
Board of Directors recommends a vote FOR the election of the nominees listed
below.
The
names, the positions with the Company and the ages as of the Proxy Statement
of
the individuals who are our nominees for election as directors are:
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Name
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Age
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Position/s
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Director
Since
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Guoshen
Tu
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42
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CEO
and Chairman of the Board
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September
2005
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Terence
Yap
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36
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CFO,
Vice Chairman of the Board
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March
2006
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Shufang
Yang
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37
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COO
and Director
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August
2006
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Jianguo
Jiang
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41
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Vice
President and Director
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January
2006
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Lingfeng
Xiong
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55
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Vice
President and Director
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September
2005
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4
For
information as to the shares of the Common Stock held by each nominee, see
“Securities Ownership of Certain Beneficial Owners and Management,” which starts
on page 9 of this Proxy Statement.
The
following are biographical summaries for our nominees for election as
directors:
Guoshen
Tu.
Mr. Tu has been our Chief Executive Officer and a director since September
2005. He has extensive experience in surveillance and technology.
From 2001 to 2005, Mr. Tu was the Chief Executive Officer and Secretary of
our subsidiary Golden Group Corporation (Shenzhen) Limited (“Golden”).
From
1999 to 2001, he served as Chief Executive Officer of Zhongshan Golden Grains
Industry Limited and as President of Jiangxi Golden Group Limited. Mr. Tu
currently serves as the Chairman of Jiangxi Golden Motuo Che Zhizhao Co. Ltd.,
but is not involved in the daily management of these companies.
Terence
Yap.
Mr. Yap
has served as our Chief Financial Officer since January 2007, and our director
since March 2006. Mr. Yap was the President, CEO and a director of Digital
Network Alliance International, Inc., a Delaware company which is engaged in
the
business of providing satellite Internet connections to customers in the Asia
Pacific region, including Hong Kong, Singapore, Indonesia, Bangladesh, Pakistan
and Mongolia, and the business of providing managed broadband services to
commercial office buildings and apartment buildings in Singapore and Hong Kong.
Digital Network Alliance International, Inc., is a reporting company with the
U.S. Securities and Exchange Commission. Mr. Yap has been affiliated with
Digital Network Alliance International, Inc. and its affiliated entities since
January 2002. From April 2000 to December 2002, he was the Director of
Business Development for Skyhub Asia Co., Ltd., where he was responsible for
the
development of partnerships and alliances with various partners in Hong Kong
and
within the region. Skyhub Asia’s main line of business was the provision
of satellite services within the Asia Pacific region. From June, 1999 to
April, 2000, he served as the Business Development Manager of MCI WorldCom
Asia
Pacific, Ltd., where he was part of the business development team in the Asia
Pacific region and was involved in mergers and acquisitions of licensed
telecommunications companies, building of physical points of presence and
negotiations with incumbent telecommunications operators. MCI WorldCom’s
main line of business was the provision of global data communication services.
From June 1998 to June 1999, he served as the distribution manager for
Tele Media International H.K. Ltd (“TMI”),
where
he was responsible for distribution and sale of the company’s products and
services within various countries in the Asia Pacific region. TMI’s main
line of business was the provision of data communication services within Europe
and the Asia Pacific region. From January 1996 to June 1998, he was
employed by Hutchison Corporate Access (HK) Ltd. and Hutchison Corporate Access
Pte. Ltd (HCA), first as a senior market development executive and later as
a
business development manager. HCA’s main line of business is the provision
of satellite data network services within the Asia Pacific region. From
June 1995 to January 1996, he was employed by Pacific Century Corporate Access
Pte. Ltd. (“PCCA”)
as a
project engineer. PCCA’s main line of business was the provision of
satellite data networking services in the Asia Pacific region.
Shufang
Yang. Mr.
Yang
has served as our Chief Operating Officer and director since August 2006. Mr.
Yang worked for Zhejiang Yin Cheng Electronic Ltd. as the general manager from
July 1998 to April 2001 and has served as the President and CEO of Shanghai
Cheng Feng Digital Technology Co. Ltd. (“Cheng
Feng”)
since
April 2001. Mr. Yang has extensive experience in the security and surveillance
industry and received an EMBA from China Europe International Business School.
Jianguo
Jiang. Mr.
Jiang
has served as our Vice President since August 2006 and
our
director since January 2006. From 1999 to 2003, Mr. Jiang worked for Shenzhen
Shi Xun Tong Electronics Ltd as a general manager. He was responsible for
supervising daily operations and marketing activities. From 2003 to 2005,
Mr. Jiang served as the president in Yuan Da Wei Shi Technology Limited. He
is
responsible for strategic decision-making and market expansion of our Company.
5
Lingfeng
Xiong.
Mr. Xiong has been our Vice President and our director since September
2005. He has served as the Vice President of our subsidiary Golden since
2001. He supervises many aspects of our Company and our products.
All
directors will hold office for the terms indicated, or until their earlier
death, resignation, removal or disqualification, and until their respective
successors are duly elected and qualified. There are no arrangements or
understandings between any of the nominees, directors or executive officers
and
any other person pursuant to which any of our nominees, directors or executive
officers have been selected for their respective positions. No nominee, member
of the Board or executive officer is related to any other nominee, member of
the
Board or executive officer.
Board
Composition and Meetings of the Board of Directors
Our
board
of the directors is currently composed of five members: Goshen Tu , Terence
Yap,
Shufang Yang, Jianguo Jiang and Lingfeng Xiong. All board action requires the
approval of a majority of the directors in attendance at a meeting at which
a
quorum is present. During 2006, our Board met more than ten times
and acted by unanimous written consent more than ten times.
Committees
and Audit Committee Financial Expert
We
do not
have a standing audit, nominating or compensation committee or any committee
performing a similar function, although we may form such committees in the
near
future. Since we do not currently have an audit committee, we have no audit
committee financial expert. Our entire Board handles the functions that would
otherwise be handled by an audit committee.
In
the
future, we may search for a qualified independent expert who would be willing
to
serve on our Board and who would be willing to act as an audit committee
financial expert. Before retaining any such expert, our Board would make a
determination as to whether such person is both qualified and independent.
Independent
Directors
No
member
of our Board of Directors qualifies as an “independent director” under the
listing standards of The Nasdaq Stock Market, New York Stock Exchange or
American Stock Exchange.
During
our 2007 fiscal year, we plan to identify directors who qualify as “independent
directors,” establish board committees on which such independent directors may
serve and adopt written board committee charters, as appropriate, to assist
in
corporate governance. We expect that before the end of our 2007 fiscal
year, our Board will be comprised of a majority of independent directors. We
may
add independent directors to our Board by expanding the size of our board and
having the incoming independent directors fill the vacancies created by such
increase or we may request that existing directors resign to create a vacancy
that can be filled by independent directors that are selected by our board
during the 2007 fiscal year.
Policy
Regarding Board Attendance
Our
directors are expected to attend board meetings as frequently as necessary
to
properly discharge their responsibilities and to spend the time needed to
prepare for each such meeting. Our directors are expected to attend annual
meetings of stockholders, but we do not have a formal policy requiring them
to
do so.
Director
Compensation
No
cash
compensation or other compensation was paid to any member of our Board of
Directors for services as a director during the fiscal year ended December
31,
2006 and we have no standard arrangement pursuant to which any director is
compensated for his or her services in such capacity. When independent directors
are appointed to our Board, we will likely compensate them for their services
as
independent directors through a combination of equity incentives and cash
payments. Our Board has not yet established the compensation levels for
independent directors as we do not yet have any independent directors.
6
The
Board
may award special remuneration to any director undertaking any special services
on our behalf other than those services ordinarily required of a director.
In
2006, no such special remuneration was paid to any of our directors.
All
authorized out-of-pocket expenses incurred by a director on our behalf will
be
subject to reimbursement upon our receipt of required supporting documentation
of such expenses.
Family
Relationships
There
are
no family relationships among our directors or officers.
Code
of Business Conduct and Ethics
We
have
adopted code of business conduct and ethics (“Code of Conduct”) relating to the
conduct of our business by all employees, officers and directors of the Company.
We intend to maintain the highest standards of ethical business practices
and
compliance with all laws and regulations applicable to our business, including
those relating to doing business outside the United States. We are in the
process of making our Code of Conduct available on our website, which is
located
at www.csstf.com. Once it is available on our website, any amendments or
waivers
to the Code of Conduct will be posted on our website within four business
days
of such amendment or waiver. Until such time, however, any amendments or
waivers
to our Code of Conduct will be filed with the SEC in a Current Report on
Form
8-K.
Interest
of Officers and Directors in Matters to Be Acted Upon
None
of
the Company’s officers or directors has any interest in any of the matters to be
acted upon at the Annual Meeting, except that, with respect to each director,
to
the extent that a director is named as a nominee for election to the Board
of
Directors.
Compensation
Discussion and Analysis
Background
and Compensation Philosophy
We
are a
holding company that owns two direct subsidiaries, China Safetech Limited
(“Safetech”)
and
China Security & Surveillance Technology (PRC) Ltd. Safetech is a holding
company that owns Golden, China Security & Surveillance Technology (HK) Ltd.
(“CSST
HK”)
and
Chain Star Investments Limited (“Chain
Star”).
CSST
HK in turn owns Cheng Feng, and Chain Star owns Shenzhen Hongtianzhi Electronics
Co., Ltd. (“Hongtianzhi”).
Our
primary business operations are conducted through our indirect subsidiaries
Golden, Cheng Feng and Hongtianzhi. Golden’s business is focused on
manufacturing, distributing, installing and maintaining security and
surveillance systems in China. Cheng Feng’s business is focused on the
manufacturing, marketing and sales of security and surveillance related hardware
as well as the development and integration of software. Hongtianzhi’s business
is focused on the manufacture and selling of digital cameras. We employ
approximately 1,300 people and had revenues of approximately $107 million in
2006. Our compensation structure reflects our business. The overall compensation
offered is designed to attract and retain executives with the appropriate amount
of experience.
We
currently have two named executive officers, Goshen Tu, our Chief Executive
Officer and President, and Terence Yap, our Chief Financial Officer. Our named
executives do not have employment agreements, severance or change-of-control
agreements, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their employment. Our named
executives serve at the will of the Board.
Our
Board
of Directors, on which each of Messrs. Tu and Yap serve, has historically
determined the compensation to be paid to the Company’s executive officers based
on the Company’s financial and operating performance and prospects, the level of
compensation paid to similarly situated executives in comparably sized companies
and the contributions made by each of the executive officers to the success
of
the Company.
7
Our
Board
of Directors has not adopted or established a formal policy or procedure for
determining the amount of compensation paid to our executive officers. No
pre-established, objective performance goals or metrics have been used by the
Board of Directors in determining the compensation of our executive officers.
Mr.
Tu
and Mr. Yap are involved in the Board’s deliberations regarding executive
compensation and provide recommendations with respect to their and the other
executive officers’ compensation.
As
our
executive leadership and Board of Directors grows,
our
Board of Directors may decide to form a compensation committee charged with
the
oversight of executive compensation plans, policies and programs, but we have
no
current plans to establish a compensation committee.
No
cash
compensation or other compensation was paid to any member of our Board of
Directors for services as a director during the fiscal year ended December
31,
2006 and we have no standard arrangement pursuant to which any director is
compensated for his or her services in such capacity.
Elements
of Compensation
We
provide our executive officers with a base salary, discretionary bonuses and
equity incentives to compensate them for services rendered during the year.
Our
policy of compensating our executives in this way has served the Company well.
Base
Salary.
The
annual base salary paid to each of our named executive officers during 2006
was
approximately $15,000. All such amounts were paid in cash. The amount of the
base salary for each individual is set at the sole discretion of the Board
of
Directors.
Discretionary
Bonus.
Historically, we have not paid bonus compensation to our executive officers
and
no bonus compensation was paid to our executive officers in 2006. If the Board
of Directors determines to do so in the future, it will be on an ad hoc basis
to
recognize superior performance by executive officers as determined in the sole
discretion of the Board of Directors.
Equity
Incentives.
As of
December 31, 2006, we did not have a stock option or other equity incentive
plan.
We
granted stock on an ad hoc basis in 2006 to encourage performance and retention
by providing additional incentives for executives to further our growth,
development and financial success by personally benefiting through the ownership
of our common shares. We have no program, plan or practice of granting equity
awards that coincide with the release by the Company of material non-public
information.
On
February 7, 2007, our Board of Directors adopted the Company’s 2007 Equity
Incentive Plan (the “2007
Plan”)
to
provide for grants of stock options, stock appreciation rights, performance
units, restricted stock, restricted stock units and performance shares. The
exercise price per share for the shares to be issued pursuant to an exercise
of
a stock option will be no less than the fair market value per share on the
grant
date, except in the case of an incentive stock option granted to a 10% owner,
where the exercise price will be no less than 110% of the fair market value
per
share on the grant date. No more than an aggregate of 2,500,000 shares (or
for
awards denominated in cash, the fair market value of 2,500,000 shares on the
grant date) may be subject to awards under the 2007 Plan to any individual
participant in any one fiscal year of the Company. No awards may be granted
under the 2007 Plan after February 7, 2012, except that any award granted before
then may extend beyond that date.
Retirement
Benefits. Our
executive officers are not presently entitled to company-sponsored retirement
benefits. Our executive officers do, however, participate
in a state pension plan organized by Chinese municipal and provincial
governments. As of the date of this Proxy Statement, we have complied with
the regulation and have paid the executives’ state pension plan as required by
the law.
8
Perquisites.
We
have
not provided our executive officers with any material perquisites and other
personal benefits and, therefore, we do not view perquisites as a significant
or
necessary element of our executive’s compensation.
Deferred
Compensation. We
do not
provide our executives the opportunity to defer receipt of annual compensation.
The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to our Chief Executive Officer and
our Chief Financial Officer for services performed for us and our subsidiaries
during 2006 in all capacities. No executive officer other than Mr. Yap received
compensation of $100,000 or more in 2006.
SUMMARY
COMPENSATION TABLE
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Stock
Awards
($)
|
Total
($)
|
|
Guoshen
Tu, CEO, President, and Director
|
2006
|
15,000
|
0
|
15,000
|
|
Terence
Yap,
CFO, Vice President and Director (1)
|
2006
|
15,000
|
350,000
(3)
|
365,000
|
|
Jinxu
Wu, Former CFO (2)
|
2006
|
15,000
|
0
|
15,000
|
|
(1)
|
Mr.
Yap has served as our CFO since January 2007, Vice President since
May
2006 and director since March 2006.
|
|
(2)
|
Mr.
Wu served as our CFO from January 2005 to January
2007.
|
|
(3)
|
Mr.
Yap received 100,000 shares of our common stock valued at $350,000
in
connection with a consulting agreement between Mr. Yap and the Company,
dated as of February 8, 2006, amended on June 27,
2006.
|
Compensation
Committee Interlocks and Insider Participation
During
the last fiscal year we did not have a standing compensation committee. The
Board was responsible for the functions that would otherwise be handled by
the
compensation committee.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth information known to us with respect to the
beneficial ownership of our Common Stock as of the close of business on April
27, 2007 for: (i) each person known by us to beneficially own more than 5%
of
our voting securities, (ii) each executive officer, (iii) each of our directors
and nominees, and (iv) all of our executive officers and directors as a group.
Shares owned as of April 27, 2006 are based upon public filings with the SEC.
9
Unless
otherwise specified, the address of each of the persons set forth below is
in
care of China Security & Surveillance Technology, Inc., 13/F, Shenzhen
Special Zone Press Tower Shennan Road, Futian District, Shenzhen, 518034,
People’s Republic of China.
|
Name
and Address
|
Number
of Shares Beneficially
Owned
|
Percent
of Class (3)
|
|||||
|
Guoshen
Tu (1)
|
13,627,500
|
(2)
|
39.0
|
%
|
|||
|
Lingfeng
Xiong (1)
|
120,000
|
*
|
|||||
|
Yong
Zhao (1)
|
20,000
|
*
|
|||||
|
Terence
Yap (1)
|
160,000
|
*
|
|||||
|
Shufang
Yang (1)
|
928,531
|
*
|
|||||
|
Jianguo
Jiang (1)
|
260,000
|
*
|
|||||
|
All
Current Officers and Directors as a Group
(7
in number)
|
15,116,031
|
43.3
|
%
|
||||
|
Whitehorse
Technology Ltd.
|
11,000,000
|
31.5
|
%
|
||||
|
Li
Zhi Qun (4)
|
13,627,500
|
39.0
|
%
|
||||
|
Jayhawk
China Fund (Cayman) Ltd. (5)
c/o
Jayhawk Capital Management, LLC
8201
Mission Road, Suite 110
Prairie
Village, Kansas 66208
|
1,871,270
|
5.3
|
%
|
||||
|
The
Pinnacle Fund, L.P. (6)
4965
Preston Park Blvd., Suite 240
Plano,
Texas 75093
|
1,674,167
|
4.8
|
%
|
||||
|
The
Pinnacle China Fund, L.P. (7)
4965
Preston Park Blvd., Suite 240
Plano,
Texas 75093
|
1,674,167
|
4.8
|
%
|
||||
|
Citadel
Equity Fund Ltd. (8)
18/F
Chater House, 8 Connaught Road,
Central,
Hong Kong
|
5,451,977
|
13.5
|
%
|
||||
*
Less than 1%.
(1)
The
person is an officer, a director or both.
(2)
Includes
11,000,000 shares owned by Whitehorse Technology Limited. Mr. Tu is the sole
owner of Whitehorse and may be deemed the beneficial owner of these shares.
The
total also includes the 2,627,500 shares owned by Zhiqun Li, who is Mr. Tu’s
wife. Mr. Tu may be deemed the beneficial owner of these shares as
well.
(3)
A total
of 34,941,406 shares of our common stock are considered to be outstanding
pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner above, any options
exercisable within 60 days have been included in the denominator.
(4)
Includes
11,000,000 shares owned by Whitehorse Technology Limited of which Li Zhi Qun’s
husband Guoshen Tu is the sole owner.
(5)
Includes
228,000 shares underlying the warrant to purchase shares of our common stock.
10
(6)
Pinnacle
Advisers, L.P. (“Advisers”)
is the
general partner of The Pinnacle Fund, L.P. (“Pinnacle”),
Pinnacle Fund Management, LLC (“Management”)
is the
general partner of Advisers. Mr. Barry Kitt is the sole member of Management.
Mr. Kitt may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
Pinnacle.
(7)
Pinnacle
China Advisers, L.P. (“China
Advisers”)
is the
general partner of The Pinnacle China Fund, L.P. (“Pinnacle
China”).
Pinnacle China Management, LLC (“China
Management”)
is the
general partner of China Advisers. Kitt China Management, LLC (“China
Manager”)
is the
manager of China Management. Mr. Barry Kitt is the manager of China Management.
Mr. Kitt may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned by Pinnacle China. Mr. Kitt expressly disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
Pinnacle China.
(8)
Includes
5,451,977 shares of our common stock that may be acquired upon conversion of
$110,000,000 in principal amount of the Company’s convertible
notes.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires our executive officers and directors and
persons who own more than ten percent of the outstanding Common Stock to file
with the SEC an initial report of ownership on Form 3 and changes in ownership
on Forms 4 and 5. The reporting persons are also required to furnish us with
copies of all forms they file.
Based
solely on our review of copies of Forms 3, 4 and 5 furnished to the Company
with
respect to the fiscal year ended December 31, 2006, we have determined that
our
directors, officers and greater than 10% beneficial owners complied with all
applicable Section 16 filing requirements except as follows: Shufang
Yang was late in filing a Form 3 and a Form 4. Terence Yap was late in
filing a Form 3 and a Form 4. Jianguo Jiang was late in filing a Form 3
and a Form 4. Lingfeng Xiong was late in filing a Form 4.
Transactions
with Related Persons
The
following includes a summary of transactions since the beginning of the last
fiscal year, or any currently proposed transaction, in which we were or are
to
be a participant and the amount involved exceeded or exceeds $120,000, and
in
which any related person had or will have a direct or indirect material interest
(other than compensation described under “Executive Compensation”). We believe
the terms obtained or consideration that we paid or received, as applicable,
in
connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in
arm's-length transactions.
|
·
|
On
September 5, 2006, we entered into agreements to purchase the security
and
surveillance business of Jian Golden An Ke Technology Co. Ltd.
(“Jian
An Ke”),
Shenzhen Golden Guangdian Technology Co. Ltd. (“Shenzhen
Guangdian”),
Shenyang Golden Digital Technology Co. Ltd. (“Shenyang
Golden”)
and Jiangxi Golden Digital Technology Co. Ltd. (“Jiangxi
Golden”),
of which our CEO and director Guoshen Tu is the Chairman and a
shareholder. Mr. Tu received no consideration for the acquisition
of his
interest in these companies, however his wife Zhiqun Li who owns
20% of
Jian An Ke and her designees received 100,000 shares of our Common
Stock
as part of the transaction. Our director and Vice President Lingfeng
Xiong, as the 10% shareholder of Jiangxi Golden, and his designees
received 50,000 shares of our Common Stock. Our director and Vice
President Jianguo Jiang, as the 40% shareholder of Shenzhen Guangdian,
and
his designees received 550,000 shares of our Common Stock.
|
11
|
·
|
In
July 6, 2006, we entered into a stock purchase agreement with the
shareholders of Chengfeng pursuant to which we paid the shareholders
of
Chengfeng consideration of RMB 120 million (approximately $15 million)
in
exchange for 100% ownership of Chengfeng. Our newly appointed Chief
Operating Officer and director Shufang Yang owns 46.26% of
Chengfeng.
|
|
·
|
We
have leased property to Jiangxi Golden, Jian An Ke and Jiangxi Golden
Motuo Che Zhizhao Co. Ltd. of which Guoshen Tu, our CEO and director,
is
the Chairman and a shareholder. The aggregated annual rental was
$0.50
million, $0.44 million and $0.48 million in 2006, 2005 and 2004,
respectively. The leases expire on December 31, 2007.
|
| · |
We
entered into a consulting service agreement with Terence Yap, our
CFO and
director, on February 8, 2006, which was later amended on June 27,
2006.
Pursuant to the agreement, as amended, we issued 100,000 shares of
our
common stock to Terence Yap on March 1, 2006 in exchange for his
consulting services valued at $350,000, which are to be provided
to our
Company from February 8, 2006 to February 7, 2009.
|
Policies
and Procedures for Review, Approval or Ratification of Transactions with Related
Persons
We
are in
the process of adopting a written related-person transactions policy that sets
forth our policies and procedures regarding the identification, review,
consideration and approval or ratification
of
“related-persons transactions.” For purposes of our policy only, a
“related-person transaction” will be a transaction, arrangement or relationship
(or any series of similar transactions, arrangements or relationships) in which
we and any “related person” are participants involving an amount that exceeds
$50,000. Transactions involving compensation for services provided to us as
an
employee, director, consultant or similar capacity by a related person will
not
be covered by this policy. A related person will be any executive officer,
director or a holder of more than five percent of our common stock, including
any of their immediate family members and any entity owned or controlled by
such
persons.
Under
the
policy, where a transaction has been identified as a related-person transaction,
management must present information regarding the proposed related-person
transaction to our Board for consideration and approval or
ratification.
The
presentation must include a description of, among other things, the material
facts, the direct and indirect interests of the related persons, the benefits
of
the transaction to us and whether any alternative transactions are available.
To
identify related-person transactions in advance, we will rely on information
supplied by our executive officers, directors and certain significant
stockholders. In considering related-person transactions, our Board will take
into account the relevant available facts and circumstances including, but
not
limited to:
|
·
|
the
risks, costs and benefits to us;
|
|
·
|
the
impact on a director’s independence in the event the related person is a
director, immediate family member of a director or an entity with
which a
director is affiliated;
|
|
·
|
the
terms of the transaction;
|
|
·
|
the
availability of other sources for comparable services or products;
and
|
|
·
|
the
terms available to or from, as the case may be, unrelated third parties
or
to or from our employees generally.
|
In
the
event a director has an interest in the proposed transaction, the director
must
excuse himself or herself form the deliberations and approval. Our policy will
require that, in determining whether to approve, ratify or reject a
related-person transaction, our Board, and if we establish an audit committee,
our audit committee, must consider, in light of known circumstances, whether
the
transaction is in, or is not inconsistent with, the best interests of our
Company and our stockholders, as our board or audit committee, as applicable,
determines in the good faith exercise of its discretion. We did not previously
have a formal policy concerning transactions with related persons..
12
Promoters
and Certain Control Persons
Unless
otherwise disclosed in the Company’s SEC filings, we did not have any promoters
at any time during the past five fiscal years.
13
PROPOSAL
2
RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS
The
Board
has selected GHP Horwath, P.C. to serve as the independent registered public
accounting firm of the Company for the fiscal year ending December 31, 2007.
GHP
Horwath, P.C. served as the Company’s independent registered public accounting
for the fiscal year ending December 31, 2006.
We
are
asking our stockholders to ratify the selection of GHP Horwath, P.C. as our
independent registered public accounting firm. Although ratification is not
required by our bylaws or otherwise, the Board is submitting the selection
of
GHP Horwath, P.C. to our stockholders for ratification as a matter of good
corporate practice. In the event our stockholders fail to ratify the
appointment, the Board may reconsider this appointment.
The
Company has been advised by GHP Horwath, P.C. that neither the firm nor any
of
its associates had any relationship with the Company. Representatives of GHP
Horwath, P.C. will be available via teleconference during the Meeting, at which
time they may make any statement they consider appropriate and will respond
to
appropriate questions raised at the Meeting.
Independent
Registered Public Accounting Firm’s Fees
The
following is a summary of the fees billed to the Company by GHP Horwath, P.C.
for professional services rendered for the fiscal year ended December 31, 2006
and 2005:
(in
thousands)
|
2006
|
2005
|
||||||
|
Audit
fees(1)
|
$
|
542.2
|
$
|
159.3
|
|||
|
Audit-related
fees(2)
|
26.2
|
4.7
|
|||||
|
Tax
fees
|
0.2
|
0
|
|||||
|
All
other fees
|
0
|
0
|
|||||
|
Total
|
568.5
|
164.0
|
|||||
__________
|
(1)
|
Consists
of fees billed for the audit of our annual financial statements,
review of
financial statements included in our Quarterly Reports on Form 10-Q
and
services that are normally provided by the accountant in connection
with
statutory and regulatory filings or
engagements.
|
|
(2)
|
Consists
of assurance and related services that are reasonably related to
the
performance of the audit and reviews of our financial statements
and are
not included in “audit fees” in this table. The services provided by our
accountants within this category consisted of advice relating to
SEC
matters and employee benefit
matters.
|
Pre-Approval
Policies and Procedures
Under
the
Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our
auditors must be approved in advance by our Board to assure that such services
do not impair the auditors’ independence from us. In accordance with its
policies and procedures, our Board pre-approved the audit service performed
by
GHP Horwath, P.C. for our consolidated financial statements as of and for the
year ended December 31, 2006.
14
The
Board of Directors recommends a vote FOR ratification of the selection of GHP
Horwath, P.C. as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2007.
GENERAL
At
the
date of this Proxy Statement, management is not aware of any matters to be
presented for action at the meeting other than those described above. However,
if any other matters should come before the Annual Meeting, it is the intention
of the persons named in the accompanying proxy to vote such proxy in accordance
with their judgment on such matters.
STOCKHOLDER
COMMUNICATIONS
The
Company has a process for stockholders who wish to communicate with the Board
of
Directors. Stockholders who wish to communicate with the Board may write to
it
at the Company’s address given above. These communications will be reviewed by
one or more employees of the Company designated by the Board, who will determine
whether they should be presented to the Board. The purpose of this screening
is
to allow the Board to avoid having to consider irrelevant or inappropriate
communications.
15
STOCKHOLDER
PROPOSALS FOR THE 2008 ANNUAL MEETING
If
you
wish to have a proposal included in our proxy statement for next year’s annual
meeting in accordance with Rule 14a-8 under the Exchange Act, your proposal
must
be received by the Secretary of the Company at 13/F, Shenzhen Special Zone
Press
Tower, Shennan Road, Futian District, Shenzhen, 518034, People’s Republic of
China, no later than the close of business on March 8, 2008. A proposal which
is
received after that date or which otherwise fails to meet the requirements
for
stockholder proposals established by the SEC will not be included. The
submission of a stockholder proposal does not guarantee that it will be included
in the proxy statement.
ANNUAL
REPORT ON FORM 10-K
We
will
provide without charge to each person solicited by this Proxy Statement, on
the
written request of such person, a copy of our Annual Report on Form 10-K,
including the financial statements and financial statement schedules, as filed
with the SEC for our most recent fiscal year. Such written requests should
be
directed to the Secretary of the Company, at our address listed on the top
of
page one of this Proxy Statement. A copy of our Annual Report on Form 10-K
is
also made available on our website after it is filed with the SEC.
OTHER
MATTERS
As
of the
date of this Proxy Statement, the Board of Directors has no knowledge of any
business which will be presented for consideration at the Meeting other than
the
election of directors and the ratification of the appointment of the accountants
of the Company. Should any other matters be properly presented, it is intended
that the enclosed proxy will be voted in accordance with the best judgment
of
the persons voting the proxies.
|
April
30, 2007
|
By
Order of the Board of Directors
|
|
/s/
Lingfeng Xiong
|
|
|
Secretary
|
16
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON June 15, 2007
This
Proxy is Solicited on Behalf of the Board of Directors
The
undersigned stockholder of CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC., a
Delaware corporation (the “Company”),
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement, dated April 30, 2007, and hereby constitutes and appoints Mr. Guoshen
Tu, the Company’s Chairman, President and Chief Executive Officer, and Mr.
Terence Yap, the Company’s Chief Financial Officer, or either of them acting
singly in the absence of the other, with full power of substitution in either
of
them, the proxies of the undersigned to vote with the same force and effect
as
the undersigned all shares of the Company’s Common Stock which the undersigned
is entitled to vote at the 2007 Annual Meeting of Stockholders to be held on
June 15, 2007, and at any adjournment or adjournments thereof, hereby revoking
any proxy or proxies heretofore given and ratifying and confirming all that
said
proxies may do or cause to be done by virtue thereof with respect to the
following matters:
The
undersigned hereby instructs said proxies or their substitutes:
|
1.
|
Elect
as Directors the nominees listed below: o
|
Guoshen
Tu
Terence
Yap
Shufang
Yang
Lingfeng
Xiong
Jianguo
Jiang
Withhold
authority for the following:
o Guoshen
Tu
o Terence Yap
o Terence Yap
o Shufang
Yang
o Lingfeng
Xiong
o Jianguo
Jiang
|
2.
|
Approve
the ratification of GHP Horwath, P.C. as the Company’s accountant for
fiscal year 2007.
|
FOR o AGAINST o ABSTAIN o
|
3.
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting, and any adjournment
or
adjournments thereof.
|
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED; IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES AND FOR
THE RATIFICATION OF THE SELECTION OF GHP HORWATH, P.C. AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. IN THEIR DIRECTION, THE PROXIES
ARE
ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE
MEETING, INCLUDING THE ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS WHERE
A
NOMINEE NAMED IN THE PROXY STATEMENT DATED APRIL 30, 2007 IS UNABLE TO SERVE
OR,
FOR GOOD CAUSE, WILL NOT SERVE.
I
(we) acknowledge receipt of the Notice of Annual Meeting of Stockholders
and the Proxy Statement dated April 30, 2007, and the 2006 Annual Report to
Stockholders and ratify all that the proxies, or either of them, or their
substitutes may lawfully do or cause to be done by virtue hereof and revoke
all
former proxies.
Please
sign, date and mail this proxy immediately in the enclosed
envelope.
|
Name
______________________________________
|
|
|
Name
(if
joint)
|
|
| ______________________________________ | |
|
Date
_____________, 2007
|
|
|
Please
sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full
title
as it appears hereon. When signing as joint tenants, all parties
in the
joint tenancy must sign. When a proxy is given by a corporation,
it should
be signed by an authorized officer and the corporate seal affixed.
No
postage is required if returned in the enclosed
envelope.
|