Item 10. Directors, Executive Offices and Corporate Governance.
Directors of the Company are elected by the stockholders to serve until the next shareholder meeting or their respective successors are duly elected and qualified. Officers of the Company are appointed by our Board of Directors to serve until their respective successors are duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The names and ages of our directors and executive officers are set forth below:
Directors and Executive Officers of the Company
|
|
Name
|
|
Age
|
|
Position
|
Chih-Yuan Hsiao
|
|
49
|
|
President, Principal Executive Officer and a member of the Board of Directors
(1)
|
Ching-Chia Chuang
|
|
48
|
|
Secretary, Treasurer and Principal Financial Officer
|
Yu-Chih Hsiao
|
|
47
|
|
a member of the Board of Directors
(2)
|
Min-Tsung Hsiao
|
|
45
|
|
a member of the Board of Directors
(3)
|
Siu Wan Claire Hong
|
|
49
|
|
a member of the Board of Directors
(4)
|
___________
(1)
Chih-Yuan Hsiao will serve as a director until the next annual shareholder meeting.
(2)
Yu-Chih Hsiao will serve as a director until the next annual shareholder meeting.
(3)
Min-Tsung Hsiao will serve as a director until the next annual shareholder meeting.
(4)
Siu Wan Claire Hong will serve as a director until the next annual shareholder meeting.
January 30 of each year is specified in the Company’s Bylaws for the annual meeting of the Company’s shareholders. We did not hold the shareholder meeting on January 30, 2019 and do not plan to have regular annual shareholder meetings.
Backgrounds of Executive Officers and Directors
The following information sets forth the background and business experience of our directors and executive officers.
Chih-Yuan Hsiao, President, Principal Executive Officer and a member of our Board of Directors
Chih-Yuan Hsiao received his Associate Bachelor Degree in International Business from Lan Yang Institute of Technology in Taiwan in 1992. From January 2004 to December 2008, Mr. Hsiao was the president of Lazuriton Art and Culture Co., Ltd., a business engaged in marketing and selling artwork carving products. From January 2009 to the present, Mr. Hsiao has been the president and a member of the board of directors of Lazuriton Nano Biotechnology Co., Ltd., a Taiwanese corporation, or the “Manufacturer”, which manufactures Nano fertilizer products that we will market and distribute. As the president, Mr. Hsiao manages all operational activities of the Company, including the purchases and sales of the Nano Fertilizer Products.
Mr. Hsiao became the President, Principal Executive Officer and a member of our Board of Directors of the Company in June 2015. Due to Mr. Hsiao’s extensive experience in business development, operations management, and executive leadership, the Company believes he complements its management.
Ching-Chia Chuang, Principal Financial Officer, Secretary and Treasurer
Ching-Chia Chuang obtained a Bachelor of Arts degree in engineering and management from Yuan Ze University in 1993. From November 2011 to the present, Mr. Chuang has served as a consultant for the Manufacturer. There is a conflict of interest regarding Mr. Chuang’s role as consultant over the affairs of the Manufacturer and his position as Principal Financial Officer, Secretary and Treasurer for the Company. In his role as consultant to the Company, Mr. Chuang assists in the cultivation of business relationships in Asia. Additionally, Mr. Chuang assists in providing management and operation recommendations to the Company.
Mr. Chuang became the Principal Financial Officer, Secretary and Treasurer of the Company in June 2, 2017. Because Mr. Chuang has extensive background in business negotiations and knowledge in budget management, and played an integral role in the growth and expansion of enterprises, the Company believes he complements its management.
Yu-Chih Hsiao, a member of our Board of Directors
From January 2001 to December 2008, Yu-Chih Hsiao was the owner and engineer for Shengtai Engineering Ltd., a company located in Taiwan. Shengtai Engineering Ltd. was engaged in the business of providing electrical and plumbing maintenance and repairs to households. From January 2009 to the present, Mr. Hsiao has been the factory manager of the Manufacturer. Mr. Hsiao’s duties as the factory manager include overseeing the operations of the factory, quality control of products and the calculation of lead time for inventory. Mr. Yu-Chih Hsiao graduated from Bi Hua High School in New Taipei City, Taiwan.
Mr. Hsiao became a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in the fertilizer industry and operation management, the Company believes he complements its management.
Min-Tsung Hsiao, a member of our Board of Directors
From January 2005 to the present, Min-Tsung Hsiao has been the owner and engineer of Haoyi Engineering Ltd. located in Taiwan. Haoyi Engineering Ltd. is engaged in the business of providing electrical and plumbing maintenance and repairs to households. From January 2010, Mr. Hsiao was the president and director of Miaotien Biotechnology Ltd., a Taiwanese corporation, which is a distributor in Taiwan of the Nano fertilizer products of the Manufacturer. As of the date of this annual report, Miaotien Biotechnology Ltd. had ceased all of its operations.
Mr. Hsiao became a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in the Nano fertilizer industry and marketing and selling such Nano fertilizer products, the Company believes Mr. Hsiao complements its management.
Mr. Hsiao devotes approximately 10 hours per week to the affairs of the Company.
Siu Wan Claire Hong, a member of our Board of Directors
Siu Wan Claire Hong received a marketing, sales and public relations degree from Guangzhou University in 2001, and received a second marketing, sales and public relations degree from Guangdong Zhongshan University in 2004. From January 2004 to December 2005, Ms. Hong was a general manager for Cape Western North in North Sea City in Guangxi Province, in China. Cape Western North was engaged in the business of real estate development. Ms. Hong’s duties at Cape Western North included overseeing the general affairs of the Company, developing new clients and maintaining client relationships. From January 2010 to June 2015, Ms. Hong was the chief executive officer of Investment Groups Sci- Technology H.K. in Hong Kong, a company engaged in the business of investment banking. From January 2009 to the present, Ms. Hong has been the chief executive officer of Ican Capital Inc. in Hong Kong, which is in the business of investment banking and financial planning.
Ms. Hong became a member of our Board of Directors in June 2015. Due to Ms. Hong’s extensive experience in business development and financial management, the Company believes she complements its management.
Chih-Yuan Hsiao, our president and a member of our board of directors, Yu-Chih Hsiao, a member of our board of directors and Min-Tsung Hsiao, a member of our board of directors are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao. Except disclosed above, there is no family relationship among the officers and directors of the Company.
To our knowledge, during the last ten years, none of our directors and executive officers has been subject to any of the following:
|
·
|
A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
|
|
|
·
|
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
|
|
·
|
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
|
|
(i)
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
|
|
|
|
|
(ii)
|
Engaging in any type of business practice; or
|
|
|
|
|
|
|
(iii)
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
|
|
·
|
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or commodity laws, or to be associated with persons engaged in any such activity;
|
|
|
|
|
·
|
Found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
|
|
|
|
|
·
|
Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
|
|
|
·
|
The subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
|
(i)
|
Any federal or state securities or commodities law or regulation; or
|
|
|
|
|
|
|
(ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
|
|
|
|
|
|
(iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
·
|
The subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
No Compensation to Directors.
No director has received any compensation, in cash or of other kind, for serving as a director, and we currently do not plan to pay any cash or other compensation to any person for serving as a director. Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.
Code of Ethics; Financial Expert
We do not have a Code of Ethics. We do not have a financial expert on our Board of Directors.
Committees of the Board of Directors
The Board of Directors plans to establish an audit committee and a compensation committee at such time as it has sufficient members and resources. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate our system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for our officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members and resources to establish those committees.
Potential Conflicts of Interest
As we do not have an audit committee or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest, in that our directors and officers have the authority and discretion to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors as of the date of this annual report.
We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Chih-Yuan Hsiao, our president and a member of our board of directors, Yu-Chih Hsiao, a member of our board of directors and Min-Tsung Hsiao, a member of our board of directors are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao. Except disclosed above, there is no family relationship among the officers and directors of the Company.
Directors Independence
Our Board of Directors is, currently, comprised of four members, three of whom do not qualify as and one of whom does as independent directors in accordance with the requirements of the OTC Markets Group, Inc.
Term of Office
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified, or until he or she resigns or is removed from the office in accordance with the applicable provisions of Nevada law. Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors or until their resignation.
Beneficial Ownership Reporting Compliance
We are not subject to Section 16(a) of the Securities Exchange Act of 1934, as amended.
Audit Committee Financial Expert
Our current Board performs the functions as our audit committee. The majority of our current directors are not independent. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.
Audit Committee
We have not yet appointed an audit committee. At the present time, we believe that our Board is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.
Limitation on Liability and Indemnification of Directors and Officers
Our articles of incorporation provide that no director or officer shall have any liability to the Company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.
Our articles of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.
Item 11. Executive Compensation.
SUMMARY COMPENSATION TABLE
Currently, our officers and directors receive no compensation for their services. They are reimbursed for any out-of-pocket expenses that they incur on our behalf. In the future, we may approve payments of salaries to officers and directors, but currently, no such compensation has been approved. As of December 31, 2018, we did not have any benefits, such as health or life insurance, available to our officers and directors.
Summary Compensation
Name and Principal Position
|
|
Year
|
|
Salary
FY
($)
|
|
|
Bonus
($)
|
|
|
Stock Awards
($)
|
|
|
Option
Awards
($)(1)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total ($)
|
|
Chih-Yuan Hsiao,
|
|
2018
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
President, Principal Executive Officer and Director
(1)
|
|
2017
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ching-Chia Chuang,
|
|
2018
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Principal Financial Officer, Secretary and Treasurer
(2)
|
|
2017
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ya-Ju Chang,
|
|
2017
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Former Principal Financial Officer, Secretary and Treasurer
(3)
|
|
2016
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________
(1)
|
There is no employment contract with Chih-Yuan Hsiao at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.
|
(2)
|
There is no employment contract with Ching-Chia Chuang at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.
|
(3)
|
There was no employment contract between Ya-Ju Chang and the Company. Ya-Ju Chang resigned as principal financial officer, secretary and treasurer on June 2, 2017.
|
Narrative Disclosure to Summary Compensation Table
Other than set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Stock Option Plan
We did not adopt any Equity Incentive Plan as of December 31, 2018.
Grants of Plan-Based Awards
Not applicable.
Outstanding Equity Awards at Fiscal Year End
The following table summarizes outstanding unexercised options, unvested stocks and equity incentive plan awards held by each of our named executive officers, as of December 31, 2018:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS
|
|
|
STOCK AWARDS
|
|
Name
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)Exercisable
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)Unexercisable
|
|
|
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
|
|
|
|
Options
Exercise
Prices($)
|
|
|
|
Option
Expiration
Date
|
|
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
|
|
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Been Issued
(#)
|
|
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Been
Issued
($)
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Option Exercises and Stock Vested
No options were awarded by the Company as of December 31, 2018.
Compensation of Directors
Our directors did not receive compensation for services as a director during the fiscal years of 2017 and 2018. Our directors are entitled to any reimbursement for travel or other expenses incurred in connection with attending meetings of the Board.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of June 3, 2019, the number of shares of common stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days of the date of the respective table. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Beneficial ownership percentages are calculated based on shares of common stock issued and outstanding and is based on a total of 100,000,000 shares of common stock that were issued and outstanding as of June 3, 2019.
Unless otherwise noted, the business address of each beneficial owner listed is 341, Sec. 2, Wanshou Road, 10th Floor, Guishan District, Taoyuan City, 333, Taiwan (Republic of China). Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
Name of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
|
Percent
of
the
Common Stock
Issued and
Outstanding
|
|
Chih-Yuan Hsiao, President and Director
|
|
|
52,348,003
|
|
|
|
52.35
|
%
|
Ching-Chia Chuang, Principal Financial Officer, Secretary and Treasurer
|
|
|
750,000
|
|
|
*
|
|
Min-Tsung Hsiao, Director
|
|
|
4,162,500
|
|
|
|
4.16
|
%
|
Yu-Chih Hsiao, Director
|
|
|
3,362,500
|
|
|
|
3.36
|
%
|
Siu Wan Claire Hong
|
|
|
0
|
|
|
|
-
|
|
All officers and directors as a group (Five (5) persons)
|
|
|
60,623,003
|
|
|
|
60.62
|
%
|
Yung-Sheng Hsiao
|
|
|
7,514,170
|
|
|
|
7.51
|
%
|
____________
(1)
The percentages are based on 100,000,000 shares of common stock issued and outstanding as of June 3, 2019.
(2)
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).