SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
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 ¨
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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WUHAN
GENERAL GROUP (CHINA), 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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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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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Proposed
maximum aggregate value of transaction:
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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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[WUHAN
GENERAL LETTERHEAD]
May 11,
2009
Dear
Stockholder:
On behalf of the Board of Directors, I
cordially invite you to attend the 2009 Annual Meeting of Stockholders of Wuhan
General Group (China), Inc., which will be held at the Wuhan East Lake Hotel,
No. 142 East Lake Road, Wuhan, Hubei 430077, People’s Republic of China, on
Tuesday, June 23, 2009, commencing at 9:00 a.m., local time. The
matters to be acted upon at the meeting are described in the attached Notice of
Annual Meeting of Stockholders and Proxy Statement.
Your vote on the business to be
considered at the meeting is important, regardless of the number of shares you
own. Whether or not you plan to attend the meeting, please complete,
sign and date the accompanying proxy card and promptly return it in the enclosed
prepaid envelope prior to the meeting so that your shares may be represented at
the meeting. Returning the proxy card does not deprive you of your
right to attend the meeting and to vote your shares in person.
Sincerely
yours,
Xu
Jie
Chief
Executive Officer
WUHAN
GENERAL GROUP (CHINA), INC.
Canglongdao
Science Park of Wuhan East Lake Hi-Tech Development Zone
Wuhan,
Hubei 430200
People’s
Republic of China
Notice
of Annual Meeting of Stockholders
To
be held on Tuesday, June 23, 2009
Notice is hereby given that the Annual
Meeting of Stockholders of Wuhan General Group (China), Inc., a Nevada
corporation, will be held on Tuesday, June 23, 2009, at 9:00 a.m., local time,
at the Wuhan East Lake Hotel, No. 142 East Lake Road, Wuhan, Hubei 430077,
People’s Republic of China for the following purposes:
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1.
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To
elect seven directors for terms expiring at the 2010 Annual Meeting of
Stockholders; and
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2.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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The Board of Directors has fixed the
close of business on May 5, 2009 as the record date for determining the
stockholders entitled to notice of, and to vote at, the Annual Meeting or any
adjournments. A list of such stockholders will be available
for inspection by any stockholder during ordinary business hours at our
principal place of business at Canglongdao Science Park of Wuhan East Lake
Hi-Tech Development Zone, Wuhan, Hubei 430200, People’s Republic of China for
the ten day period preceding the Annual Meeting. The stockholder list
also will be available for inspection by any stockholder at the time and place
of the Annual Meeting. Please mark, sign and date the enclosed proxy
card and mail it promptly in the accompanying envelope.
By Order
of the Board of Directors,
Xu
Jie
Secretary
Wuhan,
People’s Republic of China
May 11,
2009
IMPORTANT
Whether or not you expect to attend the
Annual Meeting, please complete, sign and date the enclosed proxy card and
return it in the envelope provided. In the event you attend the
Annual Meeting, you may revoke your proxy and vote your shares in
person.
WUHAN
GENERAL GROUP (CHINA), INC.
Canglongdao
Science Park of Wuhan East Lake Hi-Tech Development Zone
Wuhan,
Hubei 430200
People’s
Republic of China
(86)
27-5970-0069
Proxy
Statement
Annual
Meeting of Stockholders
To
be held on Tuesday, June 23, 2009
General
Information
The Board of Directors of Wuhan General
Group (China), Inc., a Nevada corporation, is furnishing this Proxy Statement to
the holders of its Common Stock, in connection with its solicitation of proxies
for use at the Annual Meeting of Stockholders to be held at the Wuhan East Lake
Hotel, No. 142 East Lake Road, Wuhan, Hubei 430077, People’s Republic of China,
at 9:00 a.m., local time, on Tuesday, June 23, 2009, and at any and all
adjournments thereof. You may obtain directions to the location of
the Annual Meeting by visiting www.wuhangeneral.com/2009AnnualMeeting.
A proxy delivered pursuant to this
solicitation is revocable at the option of the person giving it at any time
before it is exercised. A proxy may be revoked, prior to its
exercise, by executing and delivering a later dated proxy, by delivering written
notice of the revocation of the proxy to the Secretary of Wuhan General prior to
the Annual Meeting or by attending and voting at the Annual
Meeting. Attendance at the Annual Meeting, in and of itself, will not
constitute a revocation of a proxy. Unless previously revoked, the
shares represented by the enclosed proxy will be voted in accordance with the
stockholder’s directions if the proxy card is duly executed and returned prior
to the Annual Meeting. If no directions are specified, the shares
will be voted “FOR” the election of the director nominees recommended by the
Board of Directors and in accordance with the discretion of the named proxies on
other matters brought before the Annual Meeting.
Wuhan General will bear the expense of
preparing, printing and mailing this Proxy Statement and soliciting the proxies
it is seeking. In addition to the use of the mails, proxies may be
solicited by officers, directors and employees of Wuhan General, in person or by
telephone, e-mail or facsimile transmission. Wuhan General also will
request brokerage firms, banks, nominees, custodians and fiduciaries to forward
proxy materials to the beneficial owners of the underlying shares as of the
Record Date and will reimburse the cost of forwarding the proxy materials in
accordance with customary practice. Your cooperation in promptly
completing, signing and returning the enclosed proxy card will help to avoid
additional expense.
This Proxy Statement and the enclosed
proxy card are first being mailed to stockholders on or about May 14,
2009. A copy of the 2008 Annual Report to Stockholders, including the
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed
with the Securities and Exchange Commission (the “SEC”), is being mailed with
this Proxy Statement.
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
To Be Held on June 23, 2009:
This
Proxy Statement and the 2008 Annual Report to Stockholders are available at
www.wuhangeneral.com/2009AnnualMeeting.
Voting
Rights
Wuhan
General’s Common Stock is the only class of securities entitled to vote at the
Annual Meeting. The close of business on May 5, 2009 has been fixed
as the Record Date for the determination of our stockholders entitled to notice
of, and to vote at, the 2009 Annual Meeting. Only stockholders of
record at the close of business on the Record Date will be entitled to notice
of, and to vote at, the Annual Meeting. As of April 28, 2009, we had
outstanding 25,600,133 shares of Common Stock. Each outstanding share
of Common Stock entitles the holder to one vote on all matters submitted to the
stockholders.
Quorum
and Voting Requirements
For each proposal to be considered at
the Annual Meeting, the holders of a majority of the number of votes entitled to
vote on such matter at the meeting, present in person or by proxy, will
constitute a quorum. Both abstentions and “broker non-votes” will be
treated as present for purposes of determining a quorum. A “broker
non-vote,” however, does not count as a vote in favor of or against a particular
proposal for which the broker has no discretionary voting
authority. “Broker non-votes” are votes that brokers holding shares
of record for their customers (i.e., in “street name”) are not permitted to cast
under applicable stock market regulations because the brokers have not received
instructions (or have received incomplete instructions) from their customers as
to certain proposals, and, therefore, the brokers have advised us that they lack
voting authority.
With regard to Proposal One (Election
of Directors), votes may be cast for the nominees or may be
withheld. Each director nominee was recommended by the Board of
Directors, and all nominees are current directors, standing for
re-election. The election of directors requires a plurality of the
votes cast, and the seven nominees receiving the greatest number of votes will
be elected. Votes that are withheld, abstentions and broker non-votes
are not considered “votes cast” and therefore will have no effect on the outcome
of Proposal One.
Proposal
One:
Election
of Directors
Action will be taken at the Annual
Meeting for the election of seven directors. Each director elected at
the Annual Meeting will serve until the 2010 Annual Meeting or until his
successor is elected and qualified. Proxies can be voted for only
seven nominees.
The Board of Directors has no reason to
believe that any of the nominees for director will not be available to stand for
election as director. However, if some unexpected occurrence should
require the substitution by the Board of Directors of some other person or
persons for any one or more of the nominees, the proxies may be voted in
accordance with the discretion of the named proxies “FOR” such substitute
nominees.
The name, age, principal occupation for
the last five years, selected biographical information and period of service as
a director of Wuhan General of the nominees for election as directors are set
forth below.
Nominees
for Director
Ge Zengke, age 54. Mr. Ge has
served as a director since April 2007. Mr. Ge became a General
Manager of Wuhan General upon consummation of the share exchange on February 7,
2007. He has served in the same capacity at Wuhan
Generating since January 2006. From 2002 until 2006, Mr. Ge served as
General Manager of Wuhan Changli Power Station Equipment Co. Ltd. Throughout his
career, Mr. Ge has served as General Manager with several other companies,
including Wuhan Qihong Enterprises Development Co., Ltd (a foreign venture) and
Wuhan Xiangshuo Science and Technology Co., Ltd. Mr. Ge has served as a
Manufacturing Planner, Dispatcher and Director of Wuhan Steam Turbine Generator
Plant. He also has served as head of a Generator Plant with Changjiang Energy
Group and as Director of Generator Works with the China Chang Jiang Energy
Corporation, which later became Wuhan Turbine Works.
Huang Zhaoqi, age
46. Mr. Huang has served as a director since April
2009. Mr. Huang also became Vice General Manager (Turbine) in April
2009. Prior to this, Mr. Huang served as Assistant President and Vice General
Manager of Wuhan Blower Co., Ltd. from October 2006 until April
2008. From 2004 until 2006, Mr. Huang served as the Manager of the
Enterprise Administration Department of Kingway Brewery Holdings Limited, a
company listed on the Hong Kong Stock Exchange. Mr. Huang has over 20
years of engineering and managerial experience. Mr. Huang holds an
MBA from Macau University of Science and Technology.
David K. Karnes, age 60. Mr.
Karnes has served as a director since April 2007. Since 1989, Mr.
Karnes has served as Of Counsel at the law firm of Kutak Rock, LLP, a
multipurpose international law firm. His practice areas include banking,
finance, governmental relations, real estate, securities, administrative and
regulatory law. Since 1989, Mr. Karnes has also served as President and CEO of
The Fairmont Group, Inc., a merchant banking and consulting firm. Mr. Karnes is
a former U.S. Senator from Nebraska, serving as a member of the Banking, Housing
and Urban Affairs Committee, the Agriculture, Nutrition and Forestry Committee
and the Small Business Committee. Mr. Karnes is also a member of the board of
directors of the Federal Home Loan Bank
of Topeka and a member of the board of directors and audit committee of Western
Community Bancshares, Inc. and of Banco Buena Ventura, Inc.
Brian Lin, age 44. Mr. Lin
has served as a director since April 2007. Since October 2006, Mr. Lin has
served as a director and CEO of China Fire & Security Group, Inc., a
developer and manufacturer of fire safety products in China. Since January 2006,
Mr. Lin has served as Vice President of Sureland Industrial Fire Safety Limited,
a leading provider of industrial fire protection systems for industrial clients
in China, and a subsidiary of China Fire & Security Group, Inc. Prior to
joining Sureland, from 2001 to 2005, Mr. Lin served as CEO of Beijing Linkhead
Technologies, a value-added reseller of telecommunications products in
China.
Shi Yu, age
38. Mr. Shi has served as a director since March 2009. He
has 20 years of banking and financial management experience. Mr. Shi
is currently the president and general manager of Hubei Zhongkun Zhaofu
Investment Guaranty Co., Ltd. where he is responsible for daily operations and
management of the company and establishing overall company management policies
and business operation models. Directly prior to this, Mr. Shi was president of
the Bank of China Hubei sub-branch. He has also held several positions at the
Credit Management Division of Bank of China, including deputy chief of the Due
Diligence Office, credit appraiser, and secretary of the Credit Appraisal
Committee of Bank of China Hubei Branch. Mr. Shi holds an MBA from North
Jiaotong University.
Xu Jie, age
47. Chairman of the Board. Mr. Xu became President, Chief
Executive Officer and Secretary of the Company, and Chairman of the Board, upon
consummation of the share exchange on February 7, 2007. Mr. Xu has served as
legal representative, President and CEO of Wuhan Blower since its inception in
March 2004, following the privatization of Wuhan Blower Works. He has over 20
years of production experience, and worked in the Wuhan Blower Works sales
department from 1979 until 1998. Mr. Xu is also the owner and Director of Fame
Good International Limited, which is our controlling stockholder.
Zheng Qingsong, age 35. Mr. Zheng has served as
a director since March 2008. Mr. Zheng has practiced law in China since 1998,
and he is currently Vice Director and a partner at Hubei Junlin Law Firm. Mr.
Zheng received his law degrees from Wuhan Jianhan University and Zhongnan
University of Economics and Law. In 2006, Mr. Zheng was selected as a member of
the Chinese People’s Political Consultative Committee of Wuhan Hongshan
District.
The
Board of Directors recommends a vote “FOR”
the
nominees listed in Proposal One for election to the Board of
Directors.
Executive
Officers of Wuhan General
Our executive officers are elected
annually and serve at the pleasure of the Board of Directors. The
following sets forth certain information with respect to our executive
officers. The biographies of Messrs. Xu, Ge and Huang are provided
above under “Proposal One: Election of Directors.”
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Xu
Jie
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47
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Chief
Executive Officer and Chairman of the Board
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Haiming
Liu
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44
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Chief
Financial Officer and Treasurer
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Ge
Zengke
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54
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General
Manager
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Huang
Zhaoqi
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46
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Vice
General Manager (Turbine)
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Liu
Shupeng
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44
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Vice
General Manager (Blower)
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Haiming Liu. Mr. Liu became
Chief Financial Officer and Treasurer on May 4, 2008. Prior to this time, Mr.
Liu worked in a variety of roles for over 13 years at the accounting firm of
PricewaterhouseCoopers (“PWC”). From 1995 to 2002, Mr. Liu served as an auditor
with PWC in Vancouver, British Columbia. In 2002, Mr. Liu became a Training
Manager with PWC in Shanghai, China. From the end of 2002 through April 2008,
Mr. Liu served as a Manager and Senior Manager with PWC in Chongqing,
China. Prior to his employment with PWC, Mr. Liu was a lawyer and legal advisor
in China. Mr. Liu also served as an English and Mandarin language translator on
the Faculty of Commerce & Business Administration at the University of
British Columbia.
Liu Shupeng. Mr. Liu became
Vice General Manager (Blower) upon consummation of the share exchange on
February 7, 2007. He has served in the same capacity at Wuhan Blower since July
2004. He is responsible for overall manufacturing and technology development. He
has over 20 years of experience in the production of industrial blowers. In
1982, Mr. Liu joined Wuhan Blower Works, where he served as the Director of the
Technology Center, Vice Factory Director, and Chief Engineer. He became Vice
General Manager of Wuhan Blower Co., Ltd in 2004. He has studied advanced
English at Hubei Economic Management College, and fan technology with Mitsubishi
Heavy Industries of Japan. Mr. Liu earned a graduate degree in Economics and
Management from Huazhong University of Science and Technology and received his
undergraduate degree in fluid mechanics from Huazhong University of Science and
Technology.
Corporate
Governance
We have established corporate
governance practices designed to serve the best interests of Wuhan General and
our stockholders. We are in compliance with the current corporate
governance requirements imposed by the Sarbanes-Oxley Act of 2002, the rules and
regulations of the SEC and the listing standards of The Nasdaq Stock
Market. Our current Code of Business Conduct and Ethics and charters
for certain committees of the Board of Directors are available on our corporate
website at www.wuhangeneral.com under
the heading “Investor Relations.”
Set forth below is information
regarding the meetings of the Board of Directors during 2008, a description of
the Board’s standing committees and additional highlights of our corporate
governance policies and procedures.
Committees
and Meetings of the Board of Directors
Board
Composition. The Board of Directors presently consists of
seven members. The current members of the Board of Directors are Ge
Zengke, Huang Zhaoqi, David K. Karnes, Brian Lin, Shi Yu, Xu Jie and Zheng
Qingsong. The Board has determined that the following directors, who
constitute a majority of the Board (four), are independent in accordance with
the Nasdaq and SEC rules
governing director independence: David K. Karnes, Brian Lin, Shi Yu and Zheng
Qingsong.
Meetings of the Board of
Directors. During fiscal year 2008, the Board of Directors met
one time. During that period, each of the incumbent directors
attended at least 75% of the aggregate number of meetings held by the Board and
by each of the committees on which such director served.
Board Committees. Our Board
of Directors currently has two standing committees: the Audit Committee and the
Compensation Committee. The principal functions and the names of the
directors currently serving as members of each of those committees are set forth
below. In accordance with applicable Nasdaq and SEC requirements, the
Board of Directors has determined that each director serving on the Audit and
Compensation committees is an independent director.
Audit
Committee. The Audit Committee assists the Board in fulfilling
its oversight responsibilities with respect to our financial
matters. The Audit Committee operates under a written charter, a copy
of which is available on our website at www.wuhangeneral.com under
the heading “Investor Relations.” Under the charter, the committee’s
principal responsibilities include reviewing our financial statements, reports
and releases; reviewing with the independent auditor all critical accounting
policies and alternative treatments of financial information under generally
accepted accounting principles; appointing, compensating, and retaining and
overseeing the work of the independent auditor.
The Audit
Committee met five times during 2008. The current members of the
Audit Committee are Brian Lin (Chairman), David K. Karnes and Shi
Yu. The Board of Directors has determined that Mr. Lin is an “audit
committee financial expert,” as that term is defined in SEC rules.
Compensation Committee. The
Compensation Committee has the primary authority to determine our compensation
philosophy and to establish compensation for our executive
officers. The Compensation Committee operates under a written
charter, a copy of which is available on our website at www.wuhangeneral.com under
the heading “Investor Relations.” Under the charter, the committee’s
principal responsibilities include making recommendations to the Board on the
Company’s compensation policies, determining the compensation of senior
management, making recommendations to the Board on the compensation of
independent directors and approving performance-based
compensation. The Compensation Committee is in the process of
developing procedures for determining executive and director
compensation.
The
Compensation Committee did not meet during 2008. The current members
of the Compensation Committee are Shi Yu (Chairman), David K. Karnes and Brian
Lin.
Director
Nominations
We do not have a formally constituted
nominating committee or charter. Instead, our Board of Directors
adopted a Director Nomination Policy, which provides for the nomination of
persons to serve on our Board upon the approval of a majority of our independent
directors. The qualifications of recommended candidates also will be
reviewed and approved by the full Board. Our Board, through the
adoption of the Director Nomination Policy, has indicated its preference for
this approach. Under the Director Nomination Policy, the independent
directors consider the following factors when qualifying
candidates: current composition of the Board and the characteristics
of each candidate under consideration, including that candidate’s competencies,
experience, reputation, integrity, independence, potential for conflicts of
interest and other appropriate qualities. When considering a director
standing for re-election, in addition to the factors described above, the
independent directors consider that individual’s past contribution and future
commitment to the Company. The independent directors evaluate all
candidates, regardless of the source from which the candidate was first
identified, based upon the totality of the merits of each candidate and not
based upon minimum qualifications or attributes. For information
regarding director nominations by security holders, see the “Corporate
Governance—Corporate Governance Policies—Policy for Consideration of Director
Candidates Recommended by Security Holders.”
Corporate
Governance Policies
In addition to corporate governance
matters described throughout this Proxy Statement, some additional highlights of
our corporate governance policies and procedures are set forth
below:
Code of
Ethics. Our Code of Business Conduct and Ethics (the “Code of
Ethics”) applies to all of our directors, executive officers and
employees. The Code of Ethics is available on our website at www.wuhangeneral.com under
the heading “Investor Relations.” We intend to disclose any
amendments to our Code of Ethics, and any waiver from a provision of the Code of
Ethics granted to our Chief Executive Officer, Chief Financial Officer or
Controller, on our website within four business days following such amendment or
waiver.
Executive Sessions of Independent
Directors. The Board of Directors is responsible for
scheduling regular executive sessions of our independent
directors. At executive sessions, our independent directors meet
without management or any non-independent directors present. The
independent directors are responsible for establishing the agenda at executive
sessions. The Board believes that executive sessions foster open and
frank communication among the independent directors, which will ultimately add
to the effectiveness of the Board, as a whole.
Committee Authority to Retain
Independent Advisors. Each of the Audit Committee and the
Compensation Committee has the authority to retain independent advisors and
consultants, with all fees and expenses to be paid by Wuhan
General.
Accounting Complaint
Policy. The Audit Committee has established procedures for the
treatment of complaints regarding accounting, internal accounting controls or
auditing matters, including procedures for confidential and anonymous submission
by our employees of concerns regarding questionable accounting, internal
accounting controls or auditing matters.
No Executive
Loans. We do not extend loans to executive officers or
directors, and we have no such loans outstanding.
Policy for Director Attendance at
Annual Meetings. It is the policy of Wuhan General and our
Board of Directors that all directors attend the Annual Meeting of Stockholders
and be available for questions from stockholders, except in the case of
unavoidable conflicts. Wuhan General did not hold an Annual Meeting
of Stockholders in 2008.
Process for Security Holders to Send
Communications to the Board. We encourage security holder
communication with the Board of Directors. Any security holder who
wishes to communicate with the Board or with any particular director, including
any independent director, may send a letter to the Secretary of Wuhan General at
our principal executive offices. Any communication should indicate
that you are a Wuhan General security holder and clearly specify whether it is
intended to be made to the entire Board or to one or more particular
director(s).
Policy for Consideration of Director
Candidates Recommended by Security Holders. We welcome
recommendations for director candidates from security holders. In
order to make a recommendation, a security holder should submit the following
information to the Board of Directors:
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a
resume for the candidate detailing the candidate’s work experience and
academic credentials;
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written
confirmation from the candidate that he or she (1) would like to be
considered as a candidate and would serve if nominated and elected, (2)
consents to the disclosure of his or her name, (3) has read our Code of
Ethics and that during the prior three years has not engaged in any
conduct that, had he or she been a director, would have violated the Code
of Ethics or required a waiver, (4) is, or is not, “independent” as that
term is defined by Nasdaq and SEC rules, and (5) has no plans to change or
influence the control of Wuhan
General;
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the
name of the recommending stockholder as it appears in our books, the
number of shares of Common Stock that is owned by the stockholder and
written confirmation that the stockholder consents to the disclosure of
his or her name (if the recommending person is not a stockholder of
record, he or she should provide proof of share
ownership);
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personal
and professional references, including contact information;
and
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any
other information relating to the candidate required to be disclosed in a
proxy statement for election of directors under Regulation 14A of the
Securities Exchange Act of 1934, as
amended.
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This
information should be sent to the Board of Directors, c/o Xu Jie, Secretary at
our principal executive offices, who will forward it to the Board of
Directors. The committee does not necessarily respond to security
holder recommendations.
Report
of Audit Committee
Notwithstanding anything to the
contrary set forth in any of Wuhan General’s filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate by reference this Proxy Statement, in whole or in part, the
following report shall not be incorporated by reference into any such
filings.
The Audit Committee of the Board of
Directors is composed of three directors and operates under a written charter
adopted by the Board of Directors, a copy of which is available on our website
at www.wuhangeneral.com
under the heading “Investor Relations.” The members of the committee
meet the independence requirements of SEC rules and Nasdaq listing
standards.
Management is responsible for Wuhan
General’s internal controls, financial reporting process and compliance with
laws, regulations and ethical business
standards. The independent auditors are responsible for
performing an independent audit of Wuhan General’s consolidated financial
statements in accordance with generally accepted auditing standards and issuing
a report thereon. The Audit Committee’s responsibility is to
monitor and oversee these processes and to report its findings to the Board of
Directors. The Audit Committee members are not professional
accountants or auditors, and their functions are not intended to duplicate or to
certify the activities of management and the independent auditor, nor can the
committee certify that the independent auditor is “independent” under applicable
rules. The committee serves a board-level oversight role, in which it provides
advice, counsel and direction to management and the auditors on the basis of the
information it receives, discussions with management and the auditors and the experience of the committee’s
members in business, financial and accounting matters.
In this context, the Audit Committee
has met and held discussions with management and the independent
auditors. Management represented to the Audit Committee that Wuhan
General’s audited consolidated financial statements were prepared in accordance
with accounting principles generally accepted in the United States, and the
Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors. The Audit Committee
discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit
Committees), as amended by Statement on Auditing Standards No. 90 (Audit
Committee Communications).
Wuhan General’s independent auditors
also provided to the Audit Committee the written disclosures and letter required
by applicable requirements of the Public Company Accounting Oversight Board, and
the Audit Committee discussed with the independent auditors that firm’s
independence.
Based upon the Audit Committee’s
discussions with management and the independent auditors and the Audit
Committee’s review of the representation of management and the report of the
independent auditors to the Audit Committee, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in Wuhan General’s Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the SEC.
Brian
Lin, Chairman
David
K. Karnes
Shi
Yu
Auditor
Fees
The Audit Committee has selected Samuel
H. Wong & Co., LLP (“SHW”) to serve as our independent registered public
accounting firm for the fiscal year ending December 31, 2009. We
first engaged SHW in March 2007, and it has served as our principal accounting
firm since that time. The amounts shown below for 2007 do not include
any fees prior to March of that year. A representative of SHW is
expected to be present at the 2009 Annual Meeting of Stockholders and will be
available to respond to appropriate questions. The representative
also will have an opportunity to make a statement if he or she desires to do
so. Approval of our accounting firm is not a matter required to be
submitted to the stockholders.
Audit Fees. The
aggregate fees billed by SHW for professional services rendered for the audit of
our annual financial statements included in our Annual Report on Form 10-K and
the reviews of the financial statements included in our quarterly reports on
Form 10-Q totaled $145,000 for the fiscal year ended December 31, 2008 and
$160,000 for the fiscal year ended December 31, 2007.
Audit-Related Fees. The
aggregate fees billed by SHW related to assurance and similar services totaled
$7,343 for the fiscal year ended December 31, 2008 and $20,980 for the fiscal
year ended December 31, 2007. These fees were principally related to
various reimbursable expenses such as travel and telephone costs.
Tax Fees. The
aggregate fees billed by SHW for professional services rendered for tax
compliance, tax advice or tax planning totaled $0 for the fiscal year ended
December 31, 2008 and $0 for the fiscal year ended December 31,
2007.
All Other
Fees. The aggregate of all other fees for services provided by
SHW were $0 for the fiscal year ended December 31, 2008 and $0 for the fiscal
year ended December 31, 2007.
The Audit Committee Charter provides
that the Audit Committee has sole authority and responsibility to approve in
advance the retention of independent auditors for the performance of all audit
and lawfully permitted non-audit services and the fees paid for such services.
Pre-approval of non-audit services is not required if it falls within an
exception established by the SEC. The policy authorizes the committee to
delegate to one or more of its members pre-approval authority with respect to
permitted services.
Executive
and Director Compensation
Executive
Compensation
The following table sets forth
information concerning the annual compensation earned by our Chief Executive
Officer for the periods specified. None of our executive officers
received total annual salary and bonus compensation in excess of $100,000 for
2008.
Summary
Compensation Table
|
Name and Principal Position
|
|
Year
|
|
Salary ($)(1)
|
|
|
All
Other
Compensation ($)(1)
|
|
|
Total ($)(1)
|
|
|
Xu
Jie(2)
|
|
2008
|
|
$ |
15,800 |
|
|
$ |
4,000 |
|
|
$ |
19,800 |
|
|
Chief
Executive Officer and Chairman of the Board
|
|
2007
|
|
|
13,655 |
|
|
|
— |
|
|
|
13,655 |
|
|
(1)
|
The
amounts shown in this table were paid in RMB and were translated into U.S.
dollars at the rate of $0.1436 per RMB for 2008 and $0.1313 per RMB for
2007, which are the average 12 month exchange rates that the Company used
in its audited financial statements for such
years.
|
|
(2)
|
Mr.
Xu became our President, Chief Executive Officer, Secretary and Chairman
of the Board upon the closing of the share exchange transaction on
February 7, 2007. Prior to such date, Mr. Xu served at our subsidiary
Wuhan Blower.
|
Pursuant
to his employment agreement, Haiming Liu, our Chief Financial Officer and
Treasurer, receives an annual base salary of 700,000 RMB (approximately $102,500
as of April 28, 2009). The Company also reimburses Mr. Liu for his
apartment rental expense, car expenses and two roundtrip domestic airline
tickets per quarter. Since Mr. Liu joined the Company on May 4, 2008,
his compensation did not exceed $100,000 for 2008.
Other
than Mr. Liu, our executive officers receive an annual salary and a monthly
bonus. The annual salaries range from approximately $15,800 to
$18,000. The monthly bonuses vary depending on the performance of the
Company. In 2008, each executive officer other than Haiming Liu and
Xu Jie received bonuses of up to $14,500.
In
accordance with PRC law, we contribute specified amounts to government-managed
benefit plans for our employees. Benefits include pension, medical insurance,
disability and unemployment. The amounts of our contributions are
specified by the PRC government based on each employee’s compensation and length
of service, up to a maximum required contribution. The PRC government is
responsible for the payment of benefits to employees.
Bonuses
and Deferred Compensation
We do not
have any bonus, deferred compensation or retirement plans.
Stock
Option Plan
On
November 30, 2007, our Board of Directors adopted the Wuhan General Group
(China), Inc. 2007 Stock Option Plan, which we refer to as the “2007
Plan.” The 2007 Plan, which became effective on November 30, 2007, is
intended to assist us in recruiting and retaining individuals with ability and
initiative by enabling such persons to participate in our future success by
aligning their interests with those of the Company and its stockholders. The
2007 Plan provides that the maximum number of shares of the Company’s common
stock that may be issued under the 2007 Plan is 3,000,000 shares.
The 2007 Plan will expire on November 30, 2017. The above description is
qualified in its entirety by reference to the Wuhan General Group (China), Inc.
2007 Stock Option Plan, a copy of which was filed as Exhibit 10.1 to our 8-K
filed on December 6, 2007.
No stock
options or other equity compensation awards were awarded to executive officers
during the fiscal years ended December 31, 2008 and 2007. Our
independent directors - Messrs. Karnes, Ku and Lin - received stock options in
accordance with our director compensation package, which is described under
“Executive Compensation—Director Compensation.”
Director
Compensation
On
November 30, 2007, our Board of Directors approved a new compensation package
for outside directors who are independent in accordance with the Nasdaq and SEC
rules governing director independence. The compensation package, which was
deemed effective January 1, 2007, provides for the following:
|
|
·
|
Each
eligible director will receive an annual $20,000 cash
retainer.
|
| |
|
|
|
|
·
|
Each
eligible director residing in Wuhan, China will receive a $1,000 fee for
each board or committee meeting attended. Each eligible director who
resides outside of Wuhan, China, will receive a $1,000 fee for each board
or committee meeting attended by telephone and $5,000 for each board or
committee meeting attended in
person.
|
| |
|
|
|
|
·
|
Each
eligible director will receive the option to purchase 20,000 shares of our
common stock per year. The stock options will vest in four equal quarterly
installments over one year.
|
| |
|
|
|
|
·
|
The
Chairman of our Audit Committee will receive an additional annual fee of
$5,000.
|
| |
|
|
|
|
·
|
All
directors will be reimbursed for out-of-pocket expenses associated with
their service to the Company.
|
We do not
currently provide our non-independent directors with any additional
compensation, including grants of stock options, for their services on the Board
of Directors, except for reasonable out-of-pocket expenses incurred in
connection with their attendance at meetings of the Board of
Directors.
The
following table sets forth information concerning the compensation of our
non-management directors for the year ended December 31, 2008.
2008
Director Compensation
|
Name
|
|
Fees
Earned
or
Paid in Cash ($)
|
|
|
Option
Awards ($) (1)(2)
|
|
|
Total ($)
|
|
|
David
K. Karnes
|
|
$ |
20,000 |
|
|
$ |
17,330 |
|
|
$ |
37,330 |
|
|
Ku
Shaodong(3)
|
|
|
16,000 |
|
|
|
17,330 |
|
|
|
33,330 |
|
|
Brian
Lin
|
|
|
25,000 |
|
|
|
17,330 |
|
|
|
42,330 |
|
|
Zheng
Qingsong
|
|
|
20,000 |
|
|
|
— |
|
|
|
20,000 |
|
|
(1)
|
Amounts
in this column reflect the expense recognized by the Company for
accounting purposes calculated in accordance with FASB Statement of
Financial Accounting Standards No. 123(R) (“FAS 123R”) with respect to
stock options issued under the Company’s 2007 Plan. The
weighted-average fair value of each stock option was calculated at
$0.8665, and each independent director who served at the beginning of 2008
received options to purchase 20,000 shares of common stock in the year
ended December 31, 2008. In calculating the fair value of stock
option awards under FAS 123R, we assumed an expected holding period of
107.50 months, a risk-free interest rate of 3.97% and an expected
volatility of 20%.
|
|
(2)
|
As
of December 31, 2008, our non-management directors held the following
stock options:
|
|
Name
|
|
Stock Options
|
|
|
David
K. Karnes
|
|
|
40,000 |
|
|
Ku
Shaodong
|
|
|
40,000 |
|
|
Brian
Lin
|
|
|
40,000 |
|
|
(3)
|
Mr.
Ku resigned as a director on November 30,
2008.
|
Employment
Agreements with Executive Officers
In
accordance with Chinese law, our Chinese operating subsidiaries maintain basic
employment agreements with all our employees, including our executive
officers. Under these agreements, our executive officers are not
entitled to severance payments upon the termination of their employment
agreements or a change of control of the Company. They are subject to
customary non-competition and confidentiality covenants.
In
addition, we have a separate employment agreement with Haiming Liu, our Chief
Financial Officer and Treasurer. Pursuant to the employment agreement
with Haiming Liu dated May 1, 2008, Mr. Liu is entitled to receive an annual
base salary of 700,000 RMB (approximately $102,500 as of April 28,
2009). In addition, the employment agreement entitles Mr. Liu to an
option to purchase 100,000 shares of the Company’s common stock, subject to the
following vesting schedule: (i) 10% upon completion of his first year
of employment, (ii) 40% upon completion of his second year of employment and
(iii) 50% upon completion of his third year of employment. The
Company also reimburses Mr. Liu for apartment rental expense, car expenses and
two roundtrip
domestic airline tickets per quarter. Mr. Liu’s employment agreement
has an initial term of one year and is renewable upon mutual agreement of the
Company and Mr. Liu.
Compensation
Committee Interlocks and Insider Participation
The
Compensation Committee consists of Messrs. Karnes, Lin and Shi. None
of the members of the Compensation Committee is a current or former officer or
employee of Wuhan General or any of our subsidiaries. There are no
compensation committee interlocks or insider participation in compensation
decisions that are required to be disclosed in this Proxy
Statement.
Equity
Compensation Plan Information
We
maintain one stock-based employee compensation plan — the 2007 Stock Option
Plan, which we refer to as the “2007 Plan.” The maximum aggregate number
of shares of common stock that may be issued under this plan and to which awards
may relate is 3,000,000 shares.
The
following table provides information about option awards under the 2007 Plan as
of December 31, 2008.
|
Plan Category
|
|
Number
of securities to
be
issued upon exercise
of
outstanding
options
|
|
|
Weighted-average
exercise
price of
outstanding options
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in
first column)
|
|
|
Equity
compensation plans previously approved by security holders
|
|
|
120,000 |
|
|
$ |
7.63 |
|
|
|
2,880,000 |
|
|
Equity
compensation plans not approved by security holders
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total
|
|
|
120,000 |
|
|
$ |
7.63 |
|
|
|
2,880,000 |
|
Related
Party Transactions
In
connection with our February 2007 private placement, Wuhan General and Fame Good
International Limited (“Fame Good”), the Company’s controlling stockholder,
entered into a securities escrow agreement with the private placement investors
in which Fame Good agreed to certain “make good” provisions. In the securities
escrow agreement, the parties established a minimum performance threshold of
$22,000,000 in net income for the 12 months ended December 31,
2008. Fame Good deposited into escrow a total of 9,000,000 shares of
our common stock. If we do not achieve the 2008 performance threshold, some or
all of the escrowed shares will be delivered pro rata to the private placement
investors, with the amount distributed dependent upon the amount by which we
fail to achieve the performance threshold. If we meet or exceed the performance
threshold, the escrowed shares will be returned to Fame Good. Only
those private placement investors who hold Series A preferred stock at the time
the escrow shares become deliverable are entitled to their pro rata portion of
such escrow shares. The foregoing is only a summary of the “make
good” arrangements and is qualified by the exact terms of those provisions
contained in the securities escrow agreement which was filed as Exhibit 10.4 to
our Form 8-K filed on February 13, 2007.
Also in
connection with the private placement, we entered into a lock-up agreement with
Fame Good. Under the terms of the lock-up agreement, Fame Good agreed
not to sell any shares of our common stock until February 5, 2011, unless
permitted by the February 2007 private placement investors. The lock-up
agreement contains a limited exception for bona fide gifts.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of our
Common Stock as of April 28, 2009 by (i) each person known by us to be the
beneficial owner of more than 5% of our Common Stock, (ii) our directors, (iii)
our principal executive officer and (iv) our directors and executive officers as
a group.
Beneficial
ownership has been determined in accordance with the rules and regulations of
the SEC and includes voting or investment power with respect to the shares.
Unless otherwise indicated, the persons named in the table below have sole
voting and investment power with respect to the number of shares indicated as
beneficially owned by them.
|
Name of Beneficial Owner
|
|
Common Stock
Beneficially Owned(1)
|
|
|
Percentage of
Common Stock
Owned (1)
|
|
|
Five
Percent Stockholders (other than directors and principal executive
officer):
|
|
|
|
|
|
|
|
Adam
Benowitz and Vision Capital Advisors, LLC(2)(3)
|
|
|
2,541,969 |
|
|
|
9.9 |
% |
|
Bank
of America Corporation(2)(4)
|
|
|
2,584,498 |
|
|
|
9.9 |
% |
|
Citigroup
Inc.(2)(5)
|
|
|
2,701,924 |
|
|
|
9.9 |
% |
|
QVT
Financial, LP(2)(6)
|
|
|
2,069,086 |
|
|
|
7.6 |
% |
|
The
TCW Group, Inc.(2)(7)
|
|
|
2,766,702 |
|
|
|
9.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
Directors
and Principal Executive Officer:
|
|
|
|
|
|
|
|
|
|
Xu
Jie(8)
|
|
|
17,887,446 |
|
|
|
69.9 |
% |
|
Ge
Zengke
|
|
|
0 |
|
|
|
* |
|
|
Huang
Zhaoqi
|
|
|
0 |
|
|
|
* |
|
|
David
K. Karnes(9)
|
|
|
50,000 |
|
|
|
* |
|
|
Brian
Lin(10)
|
|
|
40,000 |
|
|
|
* |
|
|
Zheng
Qingsong
|
|
|
0 |
|
|
|
* |
|
|
Shi
Yu
|
|
|
0 |
|
|
|
* |
|
|
Directors
and Executive Officers as a group (9 persons)(11)
|
|
|
17,977,446 |
|
|
|
70.0 |
% |
| |
|
|
|
|
|
|
|
|
* Less
than 1%.
|
(1)
|
Applicable
percentage ownership is based on 25,600,133 shares of Common Stock
outstanding as of April 28, 2009. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Shares of Common Stock that
are currently issuable upon conversion or exercisable within 60 days of
April 28, 2009, are deemed to be beneficially owned by the person holding
such convertible securities or warrants for the purpose of computing the
percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of
any other person.
|
|
(2)
|
These
holders received shares of our Series A Convertible Preferred Stock and
Series A, Series B and Series J Warrants to purchase shares of our Common
Stock in a private placement transaction on February 7, 2007. In addition,
we issued Series B Convertible Preferred Stock to certain of these holders
in connection with the exercise of Series J Warrants, which expired on
November 7, 2008. Until the preferred stock is converted or the warrants
exercised, these holders have only limited voting rights with respect
to the preferred stock and no voting rights with respect to the warrants.
Because the preferred stock and warrants are presently convertible into or
exercisable for shares of Common Stock, the holders are deemed to
beneficially own such shares of Common Stock. It is for this reason that
the percentages shown add to more than
100%.
|
|
(3)
|
Based
on a Schedule 13G and any amendments thereto filed by Adam Benowitz,
Vision Capital Advisors, LLC and its affiliates (collectively, “Vision”)
and other information obtained by the Company. Vision owns 2,465,652
shares of Common Stock. Vision also owns 1,971,117 shares of
Series A Convertible Preferred Stock and 3,004,292 shares of Series B
Convertible Preferred Stock, which collectively are convertible into
4,975,409 shares of our Common Stock. In addition, Vision holds
Series A and B Warrants, which entitle it to purchase 1,931,330
and 1,802,575 shares of our Common Stock, respectively. The preferred
stock and warrants are not convertible or exercisable, however, to the
extent that the number of shares of Common Stock to be issued pursuant to
such conversion or exercise would exceed, when aggregated with all other
shares of Common Stock owned by Vision at such time, the number of shares
of Common Stock which would result in Vision beneficially owning in excess
of 9.9% of the then issued and outstanding shares of our Common Stock.
Vision may waive this ownership cap on 61 days’ prior notice to us. As a
result of this ownership cap, Vision beneficially owns 2,541,969 shares of
our Common Stock. If Vision waived this ownership cap, it would
beneficially own 11,174,966 shares of our Common Stock or approximately
43.7% of our outstanding Common Stock. Vision is deemed to beneficially
own these securities, although record ownership of the securities is in
the name of Vision Capital Advantage Fund, L.P. and Vision Opportunity
Master Fund, Ltd. The address of Vision is 20 West 55th
Street, 5th
Floor, New York, New York
10019.
|
|
(4)
|
Based
on a Schedule 13G and any amendments thereto filed by Bank of America
Corporation (“Bank of America”) and other information obtained by the
Company. Bank of America owns 2,078,590 shares of Common
Stock. Bank of America also owns 1,272,779 shares of Series A
Convertible Preferred Stock and 429,185 shares of Series B Convertible
Preferred Stock, which collectively are convertible into 1,701,964 shares
of our Common Stock. In addition, Bank of America holds Series A and B
Warrants, which entitle it to purchase 1,287,554 and 257,511 shares of our
Common Stock, respectively. The preferred stock and warrants are not
convertible or exercisable, however, to the extent that the number of
shares of Common Stock to be issued pursuant to such conversion or
exercise would exceed, when aggregated with all other shares of Common
Stock owned by Bank of America at such time, the number of shares of
Common Stock which would result in Bank of America beneficially owning in
excess of 9.9% of the then issued and outstanding shares of our Common
Stock. Bank of America may waive this ownership cap on 61 days’ prior
notice to us. As a result of this ownership cap, Bank of America
beneficially owns 2,584,498 shares of our Common Stock. If Bank of
America waived this ownership cap, it would beneficially
own 5,325,619 shares of our Common Stock or approximately 20.8% of our
outstanding Common Stock. Bank of America is deemed to beneficially own
these securities, although record ownership of the securities is in the
name of Hare & Co. for Blue Ridge Investments, LLC. The address of
Bank of America is 100 North Tryon Street, Floor 25, Bank of America
Corporate Center, Charlotte, NC
28255.
|
|
(5)
|
To
the Company’s knowledge, Citigroup Inc. and its affiliates (collectively
“Citigroup”) own 1,009,891 shares of Common Stock. Citigroup
also owns 1,353,031 shares of Series A Convertible Preferred Stock and
2,062,232 shares of Series B Convertible Preferred Stock, which
collectively are convertible into 3,415,263 shares of our Common Stock. In
addition, Citigroup holds Series A and B Warrants, which entitle
it to purchase 1,237,339 and 1,237,339 shares of our Common Stock,
respectively. The preferred stock and warrants are not convertible or
exercisable, however, to the extent that the number of shares of Common
Stock to be issued pursuant to such conversion or exercise would exceed,
when aggregated with all other shares of Common Stock owned by Citigroup
at such time, the number of shares of Common Stock which would result in
Citigroup beneficially owning in excess of 9.9% of the then issued and
outstanding shares of our Common Stock. Citigroup may waive this ownership
cap on 61 days’ prior notice to us. As a result of this ownership cap,
Citigroup beneficially owns 2,701,924 shares of our Common Stock. If
Citigroup waived this ownership cap, it would beneficially own 6,899,832
shares of our Common Stock or approximately 27.0% of our outstanding
Common Stock. Citigroup is deemed to beneficially own these securities,
although record ownership of the securities is in the name of Old Lane
Cayman Master Fund, L.P., Old Lane US Master Fund, L.P. and Old Lane HMA
Master Fund, L.P. The address of the Old Lane entities is 500 Park Avenue,
New York, New York 10036.
|
|
(6)
|
Based
on Schedule 13G and any amendments thereto filed by QVT Financial, LP and
its affiliates (“QVT”) and other information obtained by the Company. QVT
owns 442,789 shares of Common Stock. QVT also owns 844,765
shares of Series A Convertible Preferred Stock, which are convertible into
844,765 shares of our Common Stock. In addition, QVT holds Series A and B
Warrants, which entitle it to purchase 772,532 and 9,000 shares of our
Common Stock, respectively. The preferred stock and warrants are not
convertible or exercisable, however, to the extent that the number of
shares of Common Stock to be issued pursuant to such conversion or
exercise would exceed, when aggregated with all other shares of Common
Stock owned by QVT at such time, the number of shares of Common Stock
which would result in QVT beneficially owning in excess of 9.9% of the
then issued and outstanding shares of our Common Stock. QVT may waive this
ownership cap on 61 days’ prior notice to us. QVT is deemed to
beneficially own these securities, although record ownership of the
securities is in the name of QVT Fund LP and Quintessence Fund LP. The
address of QVT is 1177 Avenue of the Americas, 9th
Floor, New York, New York 10036.
|
|
(7)
|
Based
on a Schedule 13G and any amendments thereto filed by The TCW Group, Inc.
and its affiliates (collectively, “TCW”) and other information obtained by
the Company. TCW owns 420,349 shares of Common Stock. TCW also
owns 563,176 shares of Series A Convertible Preferred Stock and 858,369
shares of Series B Convertible Preferred Stock, which collectively
are convertible into 1,421,545 shares of our Common Stock. In addition,
TCW holds Series A and B Warrants, which entitle it to purchase 515,021
and 515,021 shares of our Common Stock, respectively. The preferred stock
and warrants are not convertible or exercisable, however, to the extent
that the number of shares of Common Stock to be issued pursuant to such
conversion or exercise would exceed, when aggregated with all other shares
of Common Stock owned by TCW at such time, the number of shares of Common
Stock which would result in TCW beneficially owning in excess of 9.9% of
the then issued and outstanding shares of our Common Stock. TCW
may
waive this ownership cap on 61 days’ prior notice to us. As a result of
this ownership cap, TCW beneficially owns 2,766,702 shares of our Common
Stock. If TCW waived this ownership cap, it would beneficially own
2,871,936 shares of our Common Stock or approximately 11.2% of our
outstanding Common Stock. TCW is deemed to beneficially own these
securities, although record ownership of the securities is in the name of
TCW Americas Development Association L.P. The address of TCW is 1251
Avenue of the Americas, Suite 4700, New York, New York
10020.
|
|
(8)
|
Includes
17,887,446 shares of Common Stock held by Fame Good. Xu Jie, our
President, Chief Executive Officer and Chairman of the Board, is also the
President and Chief Executive Officer, director and controlling
stockholder of Fame Good and as a result is deemed to be the beneficial
owner of the securities held by Fame Good. Mr. Xu does not directly own
any shares of our Common Stock. Mr. Xu’s business address is Canglongdao
Science Park of Wuhan, East Lake Hi-Tech Development Zone, Wuhan, Hubei
430200, People’s Republic of China.
|
|
(9)
|
Includes
7,000 shares held in an IRA account, 2,000 shares held by a corporation
controlled by Mr. Karnes, and options to purchase 40,000 shares of Common
Stock that are currently exercisable or are exercisable within 60 days of
April 28, 2009.
|
|
(10)
|
Includes
options to purchase 40,000 shares of Common Stock that are currently
exercisable or are exercisable within 60 days of April 28,
2009.
|
|
(11)
|
Includes
options to purchase 80,000 shares of Common Stock that are currently
exercisable or are exercisable within 60 days of April 28,
2009.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our directors and executive officers,
and persons who beneficially own more than 10% of any class of our equity
securities, who collectively we generally refer to as insiders, to file with the
SEC initial reports of beneficial ownership and reports of changes in beneficial
ownership of Common Stock and other equity securities of Wuhan
General. Our insiders are required by SEC regulation to furnish us
with copies of all Section 16(a) reports they file. Based solely upon
a review of the copies of the forms furnished to us, we believe that during the
2008 fiscal year our insiders complied with all applicable filing
requirements.
Stockholder
Proposals
The 2010 Annual Meeting of Stockholders
is anticipated to be held in June 2010. Under Rule 14a-8 promulgated
by the SEC under the Securities Exchange Act of 1934, as amended, any proposal
that a stockholder intends to be presented at the 2010 Annual Meeting via the
proxy statement and form of proxy to be distributed by us in connection with the
2010 Annual Meeting, must be received by the Secretary of Wuhan General at our
principal executive offices prior to January 14, 2010. However, if
the 2010 Annual Meeting is held on a date more than 30 days before or after June
23, 2010, stockholder proposals for the 2010 Annual Meeting must be submitted a
reasonable time before we begin to print and send our proxy
materials. Stockholder proposals received after this date will be
considered untimely under Rule 14a-8.
We
reserve the right to decline to include in our proxy materials any stockholder’s
proposal that does not comply with the rules of the SEC for inclusion
therein. We will furnish copies of the applicable Bylaw provisions
that set forth the requirements for a stockholder’s written notice upon written
request to the Secretary of Wuhan General at the address listed
above.
WUHAN
GENERAL GROUP (CHINA), INC.
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 23, 2009
The
undersigned hereby revokes all previous proxies, acknowledges receipt of the
notice of the 2009 Annual Meeting of Stockholders of Wuhan General Group
(China), Inc. (“Wuhan General”) to be held on June 23, 2009 (the “Annual
Meeting”) and appoints each of Xu Jie and Haiming Liu as a proxy, each with the
power to appoint his substitute, and hereby authorizes each of them to exercise
at the Annual Meeting, and at any adjournments or postponements thereof, all the
votes to which the undersigned is entitled by virtue of the undersigned’s record
ownership of shares of Common Stock of Wuhan General. The exercise of
such votes shall be as set forth herein upon all matters referred to on this
proxy card and described in the Proxy Statement for the Annual Meeting, and, in
such proxy holder’s discretion, upon any other matters that may properly come
before the Annual Meeting.
(Continued
and to be signed on the reverse side.)
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” LISTED IN PROPOSAL
1.
1. To
elect seven directors for terms expiring at the 2010 Annual Meeting of
Stockholders.
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¨
FOR ALL NOMINEES
¨
WITHHOLD AUTHORITY
FOR ALL NOMINEES
¨
FOR ALL EXCEPT
(See instructions
below)
INSTRUCTION: To withhold
authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and
fill in the circle next to each nominee you wish to withhold, as shown
here: ●
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NOMINEES:
○ Ge Zengke
○ Huang
Zhaoqi
○ David K.
Karnes
○ Brian Lin
○ Shi Yu
○ Xu Jie
○ Zheng
Qingsong
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2. To
transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
This
proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder, and in the discretion of the proxy holder as to any
other matter that may properly come before the meeting. IN THE
ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED “FOR ALL NOMINEES”
LISTED IN PROPOSAL 1.
PLEASE
MARK, SIGN, DATE AND RETURN YOUR EXECUTED PROXYCARD TO US PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature
of Stockholder ___________________________ Date:
________________
Signature
of Stockholder ___________________________ Date:
________________
NOTE: Please sign exactly as
your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
To Be Held on June 23, 2009:
The
Proxy Statement and the 2008 Annual Report to Stockholders are available at
www.wuhangeneral.com/2009AnnualMeeting.