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Proxy Statement
Author:Aoxin Tianli Date:Oct/08/2014

DEF 14A 1 e612721_def14a-tianli.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

 

Filed by the Registrant ý

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

o

      

 

Preliminary Proxy Statement

 

o

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

ý

 

 

Definitive Proxy Statement

 

o

 

 

Definitive Additional Materials

 

o

 

 

Soliciting Material under §240.14a-12

 

AOXIN TIANLI GROUP, 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):

ý

 

No fee required.

 

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

       

 

 

 

(2)

 

 

Aggregate number of securities to which transaction applies:

       

 

 

 

(3)

 

 

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):

       

 

 

 

(4)

 

 

Proposed maximum aggregate value of transaction:

       

 

 

 

(5)

 

 

Total fee paid:

       

 

o

 

 

Fee paid previously with preliminary materials.

 

o

 

 

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.

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

 

(2)

 

 

Form, Schedule or Registration Statement No.:

       

 

 

 

(3)

 

 

Filing Party:

       

 

 

 

(4)

 

 

Date Filed:

       

 

 

 


 

 

 

AOXIN TIANLI GROUP, INC.

 

October 6, 2014

 

Dear Shareholder:

 

The directors and officers of Aoxin Tianli Group, Inc. join me in inviting you to attend the annual meeting of our shareholders on Friday, October 31, 2014, at 11:00 a.m. local time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province, China 430010. The formal notice of this annual meeting and the proxy statement appear on the following pages and are accompanied by a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended. After reading the proxy statement and other materials, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by marking, signing and returning a physical proxy card by mail, to ensure that your votes on the business matters of the meeting will be recorded.

 

We hope that you will attend this meeting. Whether or not you attend, we urge you to submit your proxy promptly. Even after submitting the proxy, you may, of course, vote in person on all matters brought before the meeting.

 

 We look forward to seeing you on Friday, October 31, 2014.

 

 

 

Sincerely,

 

 

 

 

 

 

 

/s/Ping Wang

 

 

 

Chief Executive Officer and Chairman of the Board

 

 

 

 

 

 

 

 


 

 

 

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AOXIN TIANLI GROUP, INC.

 Suite K, 12th Floor, Building A, Jiangjing Mansion

228 Yanjiang Ave., Jiangan District, Wuhan City

Hubei Province, China 430010

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

The annual meeting of the shareholders of Aoxin Tianli Group, Inc. will be held on Friday, October 31, 2014, at 11:00 a.m., local time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010.

 

Holders of common shares will be asked to consider and vote on the following matters:

 

(1)   the election to our board of directors of one (1) Class I director for a three-year term expiring at the 2017 Annual Meeting of Shareholders and until his successor is duly elected and qualified;

 

(2)     the approval of the Aoxin Tianli Group, Inc. 2014 Share Incentive Plan; and

 

(3)   the transaction of any other business that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting

 

We describe each of these proposals in more detail in the accompanying proxy statement, which you should read in its entirety before voting.

 

Only shareholders of record at the close of business on September 19, 2014 are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting.

 

 

By order of the Board of Directors,

 

/s/Ping Wang

 Chief Executive Officer and Chairman of the Board 

 

 

   Wuhan City, Hubei Province, China 430010

   October 6, 2014

 

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on October 31, 2014:

 

The proxy statement and annual report are available at www.proxyvote.com.

 

Also available on the website is the Tianli proxy card, as well as additional voting information.

 

 

 


 

 

TABLE OF CONTENTS

 

 

Page

 

 

Questions and Answers About This Annual Meeting

 1

 

 

Proposal 1: Election of Directors

4

 

 

Report of the Audit Committee

12

 

 

Matters Relating to Independent Registered Public Accountants

13

 

 

Proposal 2: Approval of Aoxin Tianli Group, Inc. 2014 Share Incentive Plan

15

 

 

Security Ownership of Beneficial Owners and Management

22

 

 

Shareholder Proposals

23

 

 

Annual Report

23

 

 

Other Matters

23

 

 

Incorporation of Certain Matters

23

 

 

Delivery of Documents to Shareholders Sharing an Address

23

 

 

Expenses of Solicitation

24

 

 

 

 

 

 


 

 

 AOXIN TIANLI GROUP, INC.

 Suite K, 12th Floor, Building A, Jiangjing Mansion

228 Yanjiang Ave., Jiangan District, Wuhan City

Hubei Province, China 430010

 

PROXY STATEMENT

 

In this proxy statement, Aoxin Tianli Group, Inc. is referred to as “we,” “us,” “our,” “our company,” “the company” or “Aoxin Tianli.”

 

QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING

 

Q:

 

 

Why did I receive this proxy statement?

 

As an Aoxin Tianli shareholder, you received this proxy statement because our board of directors is soliciting your proxy to vote at the annual meeting of shareholders (the “Annual Meeting”). The Annual Meeting will be held on Friday, October 31, 2014, at 11:00 a.m., local time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010.

 

This proxy statement summarizes the information you need to know to vote on an informed basis at the annual meeting; however, you do not need to attend the annual meeting to vote your shares. See “How do I vote my shares before the Annual Meeting?”  We expect to begin sending this proxy statement, the attached notice of annual meeting and the proxy card(s) on October 6, 2014, to all shareholders entitled to vote.

 

Q:

 

What am I voting on?

 

If you hold common shares, you are being asked to consider and vote on the following:

 

 

The election to our board of directors of one (1) Class I director for a three-year term expiring at the 2017 Annual Meeting of Shareholders and until his successor is duly elected and qualified.

 

 

The approval of the Aoxin Tianli Group, Inc. 2014 Share Incentive Plan.

 

Q:

Who is entitled to vote?

 

Holders of our outstanding common shares as of the close of business on September 19, 2014, the record date, are entitled to vote at the Annual Meeting. As of September 19, 2014, 27,763,000 common shares were outstanding.


 

Q:

 

What does it mean if I get more than one proxy card?

 

If you receive more than one proxy card, it means you hold shares registered in more than one account. Sign and return ALL proxy cards to ensure that all your shares are voted.

 

Q:

 

What are the voting rights of the common shares?

 

At the Annual Meeting, each common share is entitled to one vote for each director to be elected and any other matter submitted to our shareholders for their approval.

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