DEF 14A of GD Culture Group Ltd
Filed Jan 17, 2024 · FY20220001213900-24-004197
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors 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 keep themselves 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. See “Nominating and corporate governance Committee” below for a discussion of the process for selecting directors. There are currently five directors serving on the Board. At the Meeting, the five directors will be re-elected. The individuals who have been nominated for re-election to the Board at the Meeting are listed in the table below. Each of the nominees is a current director of the Company. If, as a result of circumstances not now known or foreseen, any of the nominees is unavailable to serve as a nominee for 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. Each director must be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Meeting and entitled to vote thereon. Proxies submitted on the accompanying proxy card will be voted FOR ALL of the nominees listed below, unless the proxy card is marked otherwise.
NOMINEES
NOMINEES The names, the positions with the Company and the ages as of the Record Date of the individuals who are our nominees for election as directors are:
NOMINEES
| Name | Age | Position | | Xiao Jian Wang | 35 | Chief Executive Officer, President, Chairman of the Board, and Director | | Shuang Zhang | 53 | Vice President and Director | | Mingyue Cai | 44 | Director and Chair of Compensation Committee | | Yi Zhong | 32 | Director and Chair of Nominating and Corporate Governance Committee | | Shuaiheng Zhang | 59 | Director and Chair of Audit Committee |
Director Qualifications — General
Director Qualifications — General Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareowners. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Board that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board and the Nominating and Corporate Governance Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.
Summary of Qualifications of Nominees for Director
Summary of Qualifications of Nominees for Director Set forth below is a summary of some of the specific qualifications, attributes, skills and experiences of our directors which we believe qualify them to serve on our Board. For more detailed information, please refer to the information for each director set forth in the section titled “Directors and Executive Officers”. Xiao Jian Wang. Mr. Xiao Jian Wang was the Vice President of Business Development at Foregrowth Inc. in Vancouver, Canada, where he formulated and executed comprehensive business plans, achieving defined sales targets and driving market expansion, conducted training sessions for financial advisors, equipping them with in-depth knowledge of compliance requirements, market insights, and product features, and conducted extensive research and due diligence on potential alternative investment opportunities, resulting in successful acquisitions and partnerships. Prior to that, Mr. Wang was a Private Banking Consultant and an Interbank Commercial Paper Trader at China Minsheng Bank in Chongqing, China. We believe Mr. Wang is well-qualified to serve as a member of our board due to his in-depth knowledge and experience in asset management and investment, and his experience in management. Shuang Zhang. Ms. Zhang has over 20 years of experience in public relations. We believe Ms. Zhang is well-qualified to serve as a member of our board due to her extensive management experience and familiarity of our business. Mingyue Cai. Mr. Cai brings to the Board extensive experience in artificial intelligence development and application. We believe Mr. Cai is well-qualified to serve as a member of our board due to his experience in the technology industry. Yi Zhong. Mr. Zhong has over 10 years of experience in fund management and investment. We believe Mr. Zhong is well-qualified to serve as a member of our board due to his extensive management and investment experience. Shuaiheng Zhang. Mr. Zhang has more than 40 years of working experience in management. We believe Mr. Zhang is well-qualified to serve as a member of our board due to his extensive management experience.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
Information about Directors Nominees and Executive Officers
Information about Directors Nominees and Executive Officers The following table and biographical description set forth information with respect to our director nominees and executive officers.
Information about Directors Nominees and Executive Officers
| Name | Age | Position | | Xiao Jian Wang | 35 | Chief Executive Officer, President, Chairman of the Board, and Director | | Zihao Zhao | 29 | Chief Financial Officer | | Lu Cai | 32 | Chief Operating Officer | | Shuang Zhang | 53 | Vice President and Director | | Mingyue Cai(1)(2)(3) | 44 | Director and Chair of Compensation Committee | | Yi Zhong(1)(2)(3) | 32 | Director and Chair of Nominating and Corporate Governance Committee | | Shuaiheng Zhang(1)(2)(3) | 59 | Director and Chair of Audit Committee |
Information about Directors Nominees and Executive Officers
____________ (1) Member of our Audit Committee (2) Member of our Compensation Committee (3) Member of our Nominating and Corporate Governance Committee
Business Experience and Directorships
Business Experience and Directorships The following describes the backgrounds of the director nominees and executive officers. Our board of directors has determined that (a) other than Xiao Jian Wang and Shuang Zhang, all of our directors are independent directors as defined under the NASDAQ Stock Market’s listing standards governing members of boards of directors, and (b) the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent under applicable SEC rules.
Mr. Xiao Jian Wang
Mr. Xiao Jian Wang Mr. Xiao Jian Wang has been the Chief Executive Officer, President, Chairman of the Board, and a Director of the Company since April 2023. Prior to joining our Company, Mr. Wang was the Vice President of Business Development at Foregrowth Inc. in Vancouver, Canada, where he formulated and executed comprehensive business plans, achieving defined sales targets and driving market expansion, conducted training sessions for financial advisors, equipping them with in-depth knowledge of compliance requirements, market insights, and product features, and conducted extensive research and due diligence on potential alternative investment opportunities, resulting in successful acquisitions and partnerships. Prior to that, Mr. Wang was a Private Banking Consultant and an Interbank Commercial Paper Trader at China Minsheng Bank in Chongqing, China. Mr. Wang received his Bachelor of Science in Mathematics degree from University of British Columbia in 2012.
Mr. Zihao Zhao
Mr. Zihao Zhao Mr. Zihao Zhao has been the Chief Financial Officer of the Company since April 2023. Prior to joining our Company, Mr. Zhao was a senior audit assistant at PricewaterhouseCoopers, PWC, Shanghai from 2016 to 2019. Mr. Zhao received his Bachelor of Science in Taxation degree from Shanghai Lixin University of Accounting and Finance in 2016.
Ms. Lu Cai
Ms. Lu Cai Ms. Lu Cai has been the Chief Financial Officer of the Company since February 2023. Ms. Cai has over 10 years of extensive experience in financial management and consulting. Since July 2020, Ms. Lu Cai has been the Chief Executive Officer of Beijing Boda Shengshi Financial Consulting Co., Ltd, a firm that offers initial public offering and pre-marketing consulting services in China. From July 2017 to May 2020, Ms. Lu Cai was a Vice President of SINO-TONE Beijing Consulting Co., Ltd, a consulting firm based in Beijing, China. Ms. Lu Cai graduated from Beijing Foreign Studies University.
Ms. Shuang Zhang
Ms. Shuang Zhang Ms. Shuang Zhang, has been a Director of the Company since October 2022. Ms. Zhang co-founded Shanghai Highlight Media Co., Ltd., previously an indirect subsidiary of the Company, in 2016 and has been its Chief Executive Officer since 2017. During her tenure as the Chief Executive Officer, Ms. Zhang managed the planning, creation and publication of books about the company history of industry leaders in China, published in top financial publications in China. From 2015 to 2016, Ms. Zhang was the director of public relations at Ctrip, an online travel company in China. From 2004 to 2015, Ms. Zhang was the editor-in-chief of China Business News, responsible for editing, performance, and quality control. Ms. Zhang received her bachelor’s degree in Journalism from Heilongjiang University in China in 1991 and her Master of Business Administration degree from the Antai College of Management and Economics of Shanghai Jiaotong University.
Mr. Mingyue Cai
Mr. Mingyue Cai Mr. Mingyue Cai has been an independent director of our Board since February 2020. Mr. Cai has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application. From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade. From June 2004 to October 2009, Mr. Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products. Mr. Cai has a bachelor’s degree in administrative management.
Mr. Yi Zhong
Mr. Yi Zhong Mr. Yi Zhong has been appointed as an independent director of our Board since February 2023. Mr. Zhong is experienced in fund in management. Since 2014, Mr. Yi Zhong has been a fund manager at Huajian Securities in Shenzhen China, where he managed long-short equity portfolio, analyzed market trends, economic data and company financials to make investment decisions. From 2013 to 2017, Mr. Yi Zhong was a fund manager assistant at Hongouruibo Investment Fund in Shenzhen China, where Mr. Yi Zhong participated in the management of a global equity portfolio, developed and implemented investment strategies that effectively balance risk and reward. Mr. Yi Zhong received his bachelor’s degree in business administration from University of Toronto.
Mr. Shuaiheng Zhang
Mr. Shuaiheng Zhang Mr. Shuaiheng Zhang has been appointed as an independent director of our Board since February 2023. Mr. Zhang has more than 40 years of working experience in management. Since September 2019, Mr. Shuaiheng Zhang has been the general manager at Sunwoda Huizhou New Energy Co., Ltd., a high-tech enterprise with research and development, design, production and sale of lithium-ion battery cell and module and a wholly owned subsidiary of Sunwoda Electronic Co., Ltd., a company listed on the Growth Enterprise Market of Shenzhen Stock Exchange since 2011. From October 1994 to July 2013, Mr. Shuaiheng Zhang was the general manager and vice chairman of the board at Shenzhen SEG Co., Ltd., a company listed on the main board of Shenzhen Stock Exchange that are engaged in development of electronic information industry and electronic product trading market. From July 2013 to December 2015, Mr. Shuaiheng Zhang was the vice general manager at Shenzhen SI Semiconductors Co., Ltd., a power semiconductor device manufacturer. From December 2015 to September 2019, Mr. Shuaiheng Zhang was the general manager and chairman of the board of Shenzhen SEG Longyan Energy Technology CO., Ltd., a subsidiary of Shenzhen SEG Co., Ltd. Mr. Shuaiheng Zhang received his bachelor degree In mechanical engineering from Xidian University and his master degree in computer science from Tsinghua University.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Other Compensation ($) | Total ($) | | Xiao Jian Wang(1) | 2022 | — | — | — | — | — | — | | (CEO, President and Chairman of the Board) | 2021 | — | — | — | — | — | — | | Zihao Zhao(2) | 2022 | — | — | — | — | — | — | | (CFO) | 2021 | — | — | — | — | — | — | | Hongxiang Yu(3) | 2022 | 7,500 | — | — | — | — | 7,500 | | (Former CEO, President and Chairman of the Board) | 2021 | — | — | — | — | — | — | | Wei Xu(4) | 2022 | 7,500 | — | — | — | — | 7,500 | | (Former CEO, President and Chairman of the Board) | 2021 | 10,000 | — | — | — | — | 10,000 | | Yimin Jin(5) | 2022 | — | — | — | — | — | — | | (Former CEO) | 2021 | 66,667 | — | — | — | — | 66,667 | | Weidong (David) Feng(6) | 2022 | — | — | — | — | — | — | | (Former CEO) | 2021 | 33,333 | — | — | — | — | 33,333 | | Tingjun Yang(7) | 2022 | — | — | — | — | — | — | | (Former CEO) | 2021 | 18,750 | — | — | — | — | 18,750 | | Yi Li(8) | 2022 | 30,000 | — | — | — | — | 30,000 | | (Former CFO) | 2021 | 30,000 | — | — | — | — | 30,000 |
Summary Compensation Table
____________ (1) Mr. Xiao Jian Wang was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective April 21, 2023. (2) Mr. Zihao Zhao was appointed as the Chief Financial Officer of the Company, effective April 21, 2023. (3) Mr. Hongxiang Yu was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective October 4, 2022. Mr. Yu tendered his resignation as the Chief Executive Officer, President, Chairman of the Board and a director on April 21, 2023. (4) Mr. Wei Xu was appointed as a director of the Company on January 3, 2020, as the Co-Chairman of the Board on February 25, 2020, as the President on October 29, 2020, and the CEO on January 21, 2022. On October 4, 2022, Mr. Xu tendered his resignation as the Chief Executive Officer, President, Chairman of the Company. (5) Mr. Yimin Jin was appointed as the Co-CEO of the Company on April 15, 2019. Mr. Jin was also a director of the Company. On April 7, 2021, Mr. Jin tendered his resignation as a director and Co-Chairman of the Board of Director of the Company. On September 7, 2021, Mr. Jin tendered his resignation as Co-Chief Executive Officer of the Company. (6) Mr. Weidong (David) Feng was appointed as the Co-CEO of the Company on February 1, 2021. On October 1, 2021, Mr. Feng tendered his resignation as Co-Chief Executive Officer of the Company. (7) Mr. Tingjun Yang was appointed as the CEO of the Company on September 7, 2021. On January 21, 2022, Mr. Yang tendered his resignation as Chief Executive Officer of the Company. (8) Ms. Yi Li was appointed as the CFO of the Company on April 25, 2019. Ms. Li tendered her registration as the Chief Financial Officer on April 21, 2023.
Grants of Plan Based Awards in the Fiscal Year Ended December 31, 2022
Grants of Plan Based Awards in the Fiscal Year Ended December 31, 2022 During the fiscal year ended December 31, 2022, no shares of common stock were granted to our officers and directors under any plan.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End None.
Director Compensation
Director Compensation The following table represents compensation earned by our non-executive directors in 2022.
Director Compensation
| Name | Fees earned in cash ($) | Stock awards ($) | Option awards ($) | All other compensation ($) | Total ($) | | Shuaiheng Zhang(1) | $— | — | — | — | — | | Yi Zhong(2) | $— | — | — | — | — | | Mingyue Cai(3) | $10,000 | — | — | — | $10,000 | | Junhong He(4) | $2,917 | — | — | — | $2,917 | | Jing Zhang(5) | $2,917 | — | — | — | $2,917 | | Siyang Hu(6) | $7,083 | — | — | — | 7,083 | | Fei Gan(7) | $7,083 | — | — | — | 7,083 |
Director Compensation
____________ (1) Mr. Shuaiheng Zhang was appointed as a director of the Company on February 9, 2023. (2) Mr. Yi Zhong was appointed as a director of the Company on February 17, 2023. (3) Mr. Mingyue Cai was appointed as a director of the Company on February 25, 2020. (4) Ms. Junhong He was appointed as a director of the Company on September 15, 2022. Ms. He resigned from her position on February 17, 2023. (5) Ms. Jing Zhang was appointed as a director of the Company on September 15, 2022. Ms. Zhang resigned from her position on February 9, 2023. (6) Mr. Siyang Hu was appointed as a director of the Company on September 2, 2021. Mr. Hu resigned from his position on September 15, 2022. (7) Mr. Fei Gan was appointed as a director of the Company on February 11, 2021. Mr. Gan resigned from his position on September 15, 2022.