UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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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 Section 240.14a-12
CHINA HEALTHCARE ACQUISITION CORP.
(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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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Form, Schedule or Registration State No.:
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Filing Party:
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Date Filed:
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2008
May 26, 2008
Dear Stockholders:
You are invited to attend the Annual Meeting of Stockholders of China Healthcare Acquisition
Corp. (the Company, we, our or CHAC), which will be held at the Companys offices at 1233
Encino Drive, Pasadena, California 91108, on Wednesday, June 25, 2008, at 10:00 a.m. (local time).
We discuss the matters to be acted upon at the meeting in more detail in the attached Notice
of Annual Meeting and Proxy Statement. There are two specific items for which you are being asked
to vote: (i) the election of one (1) director to the Board of Directors comprising all of the Class
I directors of the Board of Directors of the Company; and (ii) ratification of appointment of the
Companys independent registered public accounting firm for the fiscal year ending on December 31,
2008. The Board of Directors recommends that you vote FOR the one (1) individual nominated and
FOR ratification of the independent registered public accounting firm. Included with the Proxy
Statement is a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
We encourage you to read the Form 10-K. It includes our audited financial statements and
information about us.
You can vote by signing and returning the enclosed proxy card in the postage prepaid envelope
provided or via facsimile. Returning the proxy card by mail or by facsimile will ensure your
representation at the meeting but does not deprive you of your right to attend the meeting and to
vote your shares in person. The Proxy Statement explains more about how to vote by proxy. Please
read it carefully.
You are entitled to attend the annual meeting only if you were a CHAC stockholder as of the
close of business on May 19, 2008 or hold a valid proxy for the annual meeting. We hope that you
can attend the Annual Meeting. Whether or not you plan to attend, you can be sure that your shares
are represented at the meeting by promptly voting by one of the methods provided. Any stockholder
attending the Annual Meeting may vote in person, even if that stockholder has returned a proxy.
Your vote is important, whether you own a few shares or many.
If you have questions concerning the Annual Meeting or your stock ownership, please call our
Corporate Secretary, Mark Tan, at (626) 568-9924. Thank you for your continued support of CHAC.
Very truly yours,
/s/ Alwin Tan
Alwin Tan
Chief Executive Officer
This
Proxy Statement is dated April 29, 2008 and is being first mailed to stockholders of CHAC
on or about May 26, 2008.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2008
May 26, 2008
To the Holders of Common Stock of China Healthcare Acquisition Corp.:
NOTICE IS HEREBY given that the 2008 Annual Meeting of Stockholders (the Annual Meeting) of
China Healthcare Acquisition Corp. (the Company) will be held at the Companys offices at 1233
Encino Drive, Pasadena, California 91108, on Wednesday, June 25, 2008, at 10:00 a.m. (local time)
for the following purposes:
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To elect one (1) member of the Board of Directors comprising all of
the Class I directors of the Board of Directors to hold office until
the Annual Meeting of Stockholders in 2011, and until his successor
is duly elected and qualified;
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To ratify the appointment of Goldman Parks Kurland Mohidin, LLP,
independent registered public accounting firm, to audit the financial
statements of the Company for the fiscal year ending December 31,
2008; and
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To transact such other business as may properly come before the
meeting and any adjournment or postponement thereof.
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The Board of Directors has fixed the close of business on May 19, 2008 as the record date for
determining the stockholders entitled to receive notice of, and to vote at, the Annual Meeting and
any adjournments thereof. A complete list of such stockholders will be available at the Companys
executive offices at 1233 Encino Drive, Pasadena, California 91108, for ten days before the Annual
Meeting.
Your Board of Directors recommends that you vote FOR the nominee for the Board, and FOR
the ratification of the appointment of Goldman Parks Kurland Mohidin, LLP, independent registered
public accounting firm, to audit the financial statements of the Company for the fiscal year ending
December 31, 2008.
You are encouraged to vote by signing, dating and either mailing or faxing your proxy card to
Alwin Tan at (626) 410-1180. Instructions for voting by any of these methods are set forth on the
proxy card. If you are able to attend the Annual Meeting and wish to vote in person, you may do so
whether or not you have returned your proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mark Tan
Mark Tan
Corporate Secretary
YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A FEW SHARES OR MANY.
CHINA HEALTHCARE ACQUISITION CORP.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be held June 25, 2008
TABLE OF CONTENTS
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Page
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Introduction
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1
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Solicitation and Revocation
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1
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Quorum
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2
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General Information about Voting
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General Information about the Proposals
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3
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Outstanding Shares and Voting Rights
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3
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Management of the Company
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4
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Executive Compensation
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7
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Security Ownership of Certain Beneficial Owners and Management
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Certain Relationships and Related Transactions
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Proposal 1 Election of Directors
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Proposal 2 Ratification of the Appointment of the Independent Public Accountants
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Audit Fees
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Other Matters
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14
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CHINA HEALTHCARE ACQUISITION CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2008
INTRODUCTION
The Annual Meeting of the Stockholders of China Healthcare Acquisition Corp., a Delaware
corporation (the Company), will be held on June 25, 2008, at 10:00 a.m. (local time), at the
Companys offices located at 1233 Encino Drive, Pasadena, CA 91108 and any adjournment thereof (the
Annual Meeting) for the following purposes:
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To elect one (1) director to the Board of Directors of the Company
comprising all of the Class I directors of the Board of Directors to
hold office until the Annual Meeting of Stockholders in 2011, and
until his successor is duly elected and qualified;
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(2)
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To ratify the appointment of Goldman Parks Kurland Mohidin, LLP,
independent registered public accounting firm, to audit the financial
statements of the Company for the fiscal year ending December 31,
2008; and
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(3)
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To transact any other business as may properly be presented at the
Annual Meeting or any adjournment or postponement thereof.
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Each holder of shares of our common stock outstanding on the close of business on May 19, 2008
(the Record Date) is entitled to notice of, and to vote at, the Annual Meeting or any adjournment
thereof.
SOLICITATION AND REVOCATION
Proxies in the form enclosed are solicited by and on behalf of the Board of Directors. The
persons named in the proxy have been designated as proxies by the Board of Directors. Any proxy
given in response to this solicitation and received in time for the Annual Meeting will be voted as
specified in the proxy. If no instructions are given, proxies will be voted
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FOR the election of the nominee listed below under Election of Directors, and
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FOR the ratification of Goldman Parks Kurland Mohidin, LLP as the Companys
independent accountants for the year ending December 31, 2008, and in the
discretion of the proxies named on the proxy card with respect to any other
matters properly brought before the meeting and any adjournments of the meeting.
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If any other matters are properly presented at the Annual Meeting for action, the persons
named in the proxy will vote the proxies in accordance with their best judgment. Any proxy given in
response to this solicitation may be revoked by the stockholder at any time before it is exercised
by written notification delivered to our Secretary, by voting in person at the Annual Meeting, or
by delivering another proxy bearing a later date. Attendance by a stockholder at the Annual Meeting
does not alone serve to revoke his or her proxy.
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QUORUM
The presence, in person or by proxy, of a majority of the shares of Common Stock, par value
$0.0001 (the Common Stock) issued and outstanding and entitled to vote at the Annual Meeting will
constitute a quorum at the Annual Meeting. A proxy submitted by a stockholder may indicate that all
or a portion of the shares represented by such proxy are not being voted with respect to a
particular matter. Similarly, a broker may not be permitted to vote stock (broker non-vote) held
in street name on a particular matter in the absence of instructions from the beneficial owner of
such stock. The shares subject to a proxy which are not being voted on a particular matter will not
be considered shares entitled to vote on such matter. These shares, however, may be considered
present and entitled to vote on other matters and will count for purposes of determining the
presence of a quorum.
GENERAL INFORMATION ABOUT VOTING
Who Can Vote?
You can vote your shares of Common Stock if our records show that you owned the shares on the
Record Date. As of the close of business on the Record Date, a total of 11,876,555 shares of Common
Stock are entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one (1)
vote on matters presented at the Annual Meeting.
How do I Vote by Proxy?
Follow the instructions on the enclosed proxy card to vote on each proposal to be considered
at the Annual Meeting. Sign and date the proxy card and mail it back to us in the enclosed
envelope.
The enclosed proxy, when properly signed and returned to the Company, will be voted by the
proxy holders at the Annual Meeting as directed by the proxy. Proxies which are signed by
stockholders but which lack any such specification will be voted in favor of the proposals set
forth in the Notice of Annual Meeting.
What if Other Matters Come up at the Annual Meeting?
The matters described in this proxy statement are the only matters we know of that will be
voted on at the Annual Meeting. If other matters are properly presented at the meeting, the proxy
holders will vote your shares as they see fit.
Can I Change My Vote After I Return My Proxy Card?
Yes. A proxy card may be revoked by a stockholder at any time before its exercise at the
Annual Meeting by giving Alwin Tan, our Chief Executive Officer, a written notice revoking your
proxy card, or a duly executed proxy bearing a later date, or by attendance at the Annual Meeting
and electing to vote in person.
Can I Vote in Person at the Annual Meeting Rather Than by Completing the Proxy Card?
Although we encourage you to complete and return the proxy card to ensure that your vote is
counted, you can attend the Annual Meeting and vote your shares in person.
How Are Votes Counted?
We will hold the Annual Meeting if holders of a majority of the shares of Common Stock
entitled to vote in person or by proxy either sign and return their proxy cards or attend the
meeting. If you sign and
return your proxy card, your shares will be counted to determine whether we have a quorum even
if you abstain or fail to vote on any of the proposals listed on the proxy card.
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The election of the director under Proposal 1 will be by the affirmative vote of a plurality
of the shares of Common Stock present in person or represented by proxy at the Annual Meeting.
Proposal 2 shall be approved upon the affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting. Unless otherwise stated, the
enclosed proxy will be voted in accordance with the instructions thereon.
Broker non-votes and abstentions will be counted only for the purpose of determining whether a
quorum is present at the meeting. Broker non-votes occur when a broker returns a proxy but does not
have the authority to vote on a particular proposal.
Who Pays for This Proxy Solicitation?
We do. In addition to sending you these materials, we may contact you by telephone, by mail,
by fax, by email, or in person. No one will receive any extra
compensation for doing this, except that the Company may engage a
paid proxy solicitor to assist in the solicitation. We will pay any
proxy solicitor a reasonable and customary fee plus expenses for the
those services.
GENERAL INFORMATION ABOUT THE PROPOSALS
What Proposals are Stockholders Being Asked to Consider at the Upcoming Annual Meeting?
In proposal 1, we are seeking the election of one (1) director to serve on the Board of
Directors of the Company comprising all of the Class I directors of the Board of Directors to hold
office until the Annual Meeting of Stockholders in 2011, and thereafter until his successor is duly
elected and qualified.
In proposal 2, we are seeking ratification of the appointment of Goldman Parks Kurland
Mohidin, LLP as the Companys independent auditors.
Why is China Healthcare Acquisition Corp. Seeking Stockholder Approval for these Proposals?
PROPOSAL NO. 1
: The Delaware General Corporate Law requires corporations to hold elections
for directors. Under our articles of incorporation, the office of the member of Class I of our
directors is required to be elected this year.
PROPOSAL NO. 2
: The Audit Committee of the Board of Directors of the Company appointed
Goldman Parks Kurland Mohidin, LLP to serve as the Companys independent auditors during fiscal
year 2008. The Company elects to have its stockholders ratify such appointment.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders entitled to notice of, and to vote at the Annual Meeting and any adjournment
thereof, are stockholders of record at the close of business on the Record Date. Persons who are
not stockholders of record on the Record Date will not be allowed to vote at the Annual Meeting. At
the close of business on the Record Date there were 11,876,555 shares of Common Stock issued and
outstanding. We have issued no other voting securities as of the Record Date. Each share of Common
Stock is entitled to one (1) vote on each matter to be voted upon at the Annual Meeting. Holders of
Common Stock are not entitled to cumulate their votes for the election of directors.
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MANAGEMENT OF THE COMPANY
Our current directors, executive officers and special advisor are as follows:
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Name
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Age
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Position
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Jack Kang
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Chairman of the Board
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Alwin Tan
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Chief Executive Officer, President and Director
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Steven Wang
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Chief Financial Officer and Treasurer
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Mark Tan
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Vice President and Secretary
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Larry Liou
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Director
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James Ma
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Director
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Ron Harrod
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Director
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Stanley Chang
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Special Advisor
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The Board of Directors has determined that James Ma, Ron Harrod, and Larry Liou are independent
directors within the meaning set forth in the listing standards of the American Stock Exchange.
Board of Directors
Jack Kang
has been our Chairman of the Board since our inception on June 7, 2006. Mr. Kangs
Chinese name is Jian Kang. Mr. Kang has been the Chief Executive Officer and Director of Searainbow
Holding Corp. since 1997. It is a China Listed company (Shenzhen Index) with a market value of
about $960 million (Stock code: 000503). Currently, Searainbows businesses mainly involve medical
e-commerce and digital entertainment. The medical e-commerce sector mainly focuses on (a) public
bidding and procurement of drugs and medical instruments determined and organized by local
governments and administrative departments; (b) electronic pharmaceutical and medical instruments
exchange markets conducted by enterprises; (c) e-government service; and (d) medical service, data
service and various other value-added services including member services, online advertising,
search engines, sales promotions, and technology services. He received a Bachelors Degree in
Economics from RENMIN University of China in 1982 and is a member of the National Committee of the
Chinese Peoples Political Consultative Conference and a Visiting Professor of RENMIN University of
China.
Alwin Tan
has been our Chief Executive Officer, President and a Director since our inception
on June 7, 2006. Mr. Tan has over 30 years experience in private equity, mergers and acquisitions.
He was a consultant to Amphastar Pharmaceuticals, Inc. (1998-2004), a privately held specialty
pharmaceutical company in Rancho Cucamonga, California that develops, manufactures, markets, and
sells generic and proprietary injectable and inhalation products. From 1998 to 2003, Mr. Tan was a
Director and Secretary of International Medication System Limited, a specialty pharmaceutical
company currently wholly owned by Amphaster Pharmaceuticals that develops, manufactures, markets,
and sells generic and proprietary products in El Monte, California. He was the President and Chief
Executive Officer of Ameribankers Corp. from 1995 to 2002, which was a privately owned consulting
firm that assisted clients in all areas of strategic planning. From 1992-1994, Mr. Tan was a
consultant to the State Planning Commission of the Peoples Republic of China. Tan received his
LL.B. in 1967 and his J.D. in 1969 from the University of Iowa. He received a B.A. from Walla Walla
College in 1963. Alwin Tan is Mark Tans father.
Larry Liou
has been our Director since our inception on June 7, 2006. Mr. Liou has been a
practicing Attorney in the United States since 1990, and was consulted by many Asian companies in
private equity funding, corporate finance, business development and mergers and acquisitions. He is
originally from the Republic of China (Taiwan) where he practiced maritime law with the Formosa
Marine & Commercial Law offices in Taipei, Taiwan. Mr. Liou received his Juris Doctor from Loyola
Law School and LLM in Admiralty from Tulane Law School.
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James Ma
has been our Director since our inception on June 7, 2006. Mr. Ma is presently the
Chief Executive Officer and President of SIUI America, Inc., his privately held technology-driven
medical ultrasound company located in the Silicon Valley, California since 1999. His company has a
subsidiary, Sonic Systems Co., which does business in Hong Kong and China. Mr. Ma holds an MBA and
BBA from the University of Iowa and has completed a number of engineering research and training
programs in Hong Kong and China.
Ron Harrod
has been our Director since his election and appointment on January 24, 2008. He
was also named to the audit committee of the board. He had been our Special Advisor since our
inception on June 7, 2006. Mr. Harrod has over five decades of experience in all phases of
investment and financial management. He has been a registered Principal of WBB Securities LLC since
2001. From 1989 through 2001, Mr. Harrod was a Principal of Securities of America, Inc. Mr. Harrod
attended the University of Southern California and University of California Long Beach, earning a
BA degree.
Executive Officers
Mark Tan
has been our Vice President for Strategic Planning and Secretary since our inception
on June 7, 2006. Mr. Tan is an experienced business development and strategy professional. He has
extensive experience in the wireless and telecom industry, has held leadership roles in both
start-up and larger corporate environments, and has significant experience providing financial and
management consulting advice to Fortune 500 companies. Mr. Tan is currently the West Region
Director of the Strategy and Technology Group for InCode Telecom. In this capacity, he has been
providing strategic and technology consulting advice to the wireless industry, and has consulted
for technology clients in various parts of Asia, including Singapore, China, and South Korea.
Previously, Mr. Tan worked at Epinions.com (1999-2001), where he managed strategic partnerships and
led business development activities. From 1997 to 1999, he was the Assistant Vice President for
Marketing and Business Development for GoAmerica Communications. In this capacity, he negotiated
strategic partnerships and established relationships with content providers, device manufacturers,
channel partners, application developers, and network carriers. From 1996 to 1997, Mr. Tan was a
Business Manager at Qualcomm where he managed CDMA infrastructure business opportunities throughout
Southeast Asia. From 1990 to 1994, he worked in the Merger & Acquisitions and Financial Advisory
Group at Coopers & Lybrand where he performed financial and strategic analyses of companies
involved in mergers and acquisitions and other strategic transactions, divestitures, leveraged
buyouts, recapitalizations, and bankruptcies. Mark Tan holds a BS in Economics from the University
of California at Los Angeles and an MBA with an emphasis in Marketing and Corporate Strategy from
the University of Michigan. Mark Tan is Alwin Tans son.
Steven Wang
has been our Chief Financial Officer and Treasurer since our inception on June 7,
2006. He served as our Director from our inception until his resignation on January 24, 2008. Mr.
Wangs Chinese name is Shixian Wang. From 1993 to the present, he has been the President of Cosmos
Machinery Corp., a consulting firm, involved in media planning, trading of machinery/equipment, and
environmental projects and internet start-ups. In addition, he was a sales consultant from January
2005 to December 2005 at Allied Masonry and Construction, Inc. and from January 2006 to May 2006 at
Quality Pre-Cast Company, in each case, on a part-time basis. From 1989 to 1992, he was the Chief
Financial Officer of Sher Corporation, a privately-held real estate development company. He
attended Shanghai Teachers University, Graduate School of China Academy of Sciences and Cal State
LA, School of Business. He received his MSBA from Cal State Northridge in 1986, with emphasis on
Accountancy.
See also Management of the Company Board of Directors.
Special Advisor
Stanley Chang
has been our Special Advisor since our inception on June 7, 2006. Dr. Chang has
been the President of Megaspace Corp. since 1994 which is a sales agent for many petrochemical
equipment manufacturers around the world including Air Products and Chemicals, Coek Engineering
N.V., Ellett Industries, FES, Foster-Wheeler, Fisher-Klosterman, JND, Nowata Fitration,
Struthers-Wells, Uraca,
Vicarb. Dr. Chang was the Vice President and Director of Ameribankers Corp. from 1995 to 2000.
Dr. Chang received a Ph.D. from Stony Brook University, MSME from Syracuse University and BSME from
National Cheng Kung University, Taiwan.
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Involvement in Certain Legal Proceedings
None.
Board Meetings and Committees
The Board met on two occasions during the year ended December 31, 2007 and acted by written
consent on one occasion. Except for Larry Liou, each director attended at least 75% of the
aggregate of (i) the total number of meetings of the Board; and (ii) the total number of meetings
held by all committees of the Board on which he served. There is one committee of the Board: the
Audit Committee.
Each director is expected to make reasonable efforts to attend Board meetings, committee
meetings of which such director is a member and the Annual Meeting of Shareholders.
Audit Committee
The current members of the Audit Committee are James Ma, Larry Liou and Ron Harrod. The Audit
Committee is governed by a charter, which was adopted on July 11, 2006. A copy of the charter was
previously filed with the Securities and Exchange Commission as an exhibit to our registration
statement (File 333-135705).
The Board has determined that Audit Committee member Ron Harrod satisfies the American Stock
Exchanges definition of financial sophistication and also qualifies as an audit committee
financial expert, as defined under rules and regulations of the Securities and Exchange
Commission.
Report of the Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its responsibility for
oversight of the Companys financial and accounting operations. Each member of the Audit Committee
meets the criteria for being independent set forth under AMEX Rule P. 10,021, Sec. 121. During
the fiscal year ended December 31, 2007, the Committee met on three occasions.
In discharging its responsibility for oversight of the audit process, the Audit Committee
obtained from the independent auditors, Goldman Parks Kurland Mohidin, LLP, a formal written
statement describing any relationships between the auditors and the Company that might bear on the
auditors independence consistent with the Independent Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and discussed with the auditors any relationships
that might impact the auditors objectivity and independence and satisfied itself as to the
auditors independence.
The Committee discussed and reviewed with the independent auditors the communications required
by generally accepted auditing standards, including those described in Statement on Auditing
Standards No. 61, as amended, Communication with Audit Committees and discussed and reviewed the
results of the independent auditors examination of the financial statements for the fiscal year
ended December 31, 2007.
The Committee reviewed the audited financial statements of the Company as of and for the
fiscal year ended December 31, 2007, with management and the independent auditors. Management has
the responsibility for preparation of the Companys financial statements and the independent
auditors have the responsibility for examination of those statements. Based upon the
above-mentioned review and discussions with management and the independent auditors, the Committee
recommended to the Board that
the Companys audited financial statements be included in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2007, for filing with the SEC.
6
Pre-Approval of Services
All audit and non-audit services to be performed by the Companys independent accountant must
be approved in advance by the Audit Committee. The Audit Committee may delegate to one member of
the committee the authority to grant pre-approvals with respect to non-audit services. For audit
services, each year the independent accountant provides the Audit Committee with an engagement
letter outlining the scope of proposed audit services to be performed during the year, which must
be formally accepted by the Committee before the audit commences. The independent accountant also
submits an audit services fee proposal, which also must be approved by the Committee before the
audit commences.
Nominating and Corporate Governance Committee
Prior to the formation of a nominating committee, a majority of independent directors shall
select, or recommend to the full Board for selection, all nominees to the Board.
Compensation Committee
Prior to the formation of a compensation committee, a majority of independent directors shall
determine, or recommend to the full Board for determination, the compensation to be paid to our
executive officers, to the extent that our executive officers are entitled to receive compensation.
Compensation of Directors
We do not provide cash or other compensation to our directors for their services as members of
the Board or for attendance at Board or committee meetings. However, our directors will be
reimbursed for out-of-pocket expenses incurred by them in connection with activities on our behalf
such as identifying potential target businesses and performing due diligence on suitable business
combinations.
Code of Ethics
We have adopted a code of conduct and ethics applicable to our directors, officers and
employees in accordance with applicable federal securities laws and the rules of the American Stock
Exchange. The Code is available on our corporate website at
www.chacq.com
and may also be requested
in print, without charge, by writing to: China Healthcare Acquisition Corp., 1233 Encino Drive,
Pasadena, CA 91108, Attn: Corporate Secretary.
EXECUTIVE COMPENSATION
None of our executive officers or directors has to date received any cash compensation for
services rendered. Since April 19, 2007 (the effective date of the registration statement for our
initial public offering), we have paid NCIL, an affiliate of Alwin Tan, a fee of $5,000 per month
for providing us with certain limited administrative, technical and secretarial services, as well
as the use of certain limited office space. This arrangement is solely for our benefit and is not
intended to provide Mr. Alwin Tan compensation in lieu of a salary. No other executive officer or
director has a relationship with or interest in NCIL.
7
Other than this $5,000 per month fee, no compensation of any kind, including finders and
consulting fees, has been or will be paid to any of our initial stockholders, our officers or
directors, or any of their respective affiliates, for services rendered prior to or in connection
with a business combination. However, our initial stockholders and their affiliates have been and
will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf
such as identifying potential target businesses and
performing due diligence on suitable business combinations. There is no limit on the amount of
these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by
anyone other than our board of directors, which includes persons who may seek reimbursement, or a
court of competent jurisdiction if such reimbursement is challenged.
Other than the agreement with NCIL, there are no current agreements or understandings with any
of our existing stockholders or any of their respective affiliates with respect to the payment of
compensation of any kind subsequent to a business combination. However, there can be no assurance
that such agreements may not be negotiated in connection with, or subsequent to, a business
combination.
Equity Compensation Plan Information
Currently, we do not maintain any compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance.
Outstanding Equity Awards At Fiscal Year-end
There were no outstanding equity awards at fiscal year-end.
Option Exercises and Stock Vested
There have been no exercises of stock options, SARs or similar instruments, or vesting of
stock, including restricted stock, restricted stock units or similar instruments, during fiscal
year 2007 by any named executive officer.
Pension Benefits
We do not sponsor any qualified or non-qualified defined benefit plans.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
We do not maintain any non-qualified defined contribution or deferred compensation plans.
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of March 31, 2008, certain information regarding beneficial
ownership of our common stock by each person who is known by us to beneficially own more than 5% of
our common stock. The table also identifies the stock ownership of each of our directors, each of
our officers, and all directors and officers as a group. Except as otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with respect to the shares
indicated.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
Nature
|
|
Percentage of
|
|
|
of Beneficial
|
|
Outstanding
|
Name and Address of Beneficial Owner
(1)
|
|
Ownership
|
|
Common Stock
|
Jack Kang
(2)
|
|
|
1,035,300
|
|
|
|
8.7
|
%
|
Alwin Tan
(3)
|
|
|
1,035,300
|
|
|
|
8.7
|
%
|
Steven Wang
|
|
|
21,250
|
|
|
|
0.2
|
%
|
Mark Tan
|
|
|
21,250
|
|
|
|
0.2
|
%
|
Larry Liou
|
|
|
4,250
|
|
|
|
0.04
|
%
|
James Ma
(4)
|
|
|
7,250
|
|
|
|
0.06
|
%
|
Ron Harrod
|
|
|
1,700
|
|
|
|
0.01
|
%
|
QVT Financial LP
(5)
|
|
|
1,041,125
|
|
|
|
8.8
|
%
|
QVT Fund LP
(5)
|
|
|
824,438
|
|
|
|
6.9
|
%
|
QVT Financial GP LLC
(5)
|
|
|
1,041,125
|
|
|
|
8.8
|
%
|
QVT Associates GP LLC
(5)
|
|
|
917,430
|
|
|
|
7.7
|
%
|
Deutsche Bank AG
(6)
|
|
|
624,795
|
|
|
|
5.3
|
%
|
Andrew M. Weiss, PhD
(7)
|
|
|
1,020,624
|
|
|
|
8.6
|
%
|
Weiss Asset Management, LLC
(7)
|
|
|
714,182
|
|
|
|
6.0
|
%
|
Polar Securities, Inc.
(8)
|
|
|
692,100
|
|
|
|
5.8
|
%
|
All directors and executive officers as a group
(7 individuals)
|
|
|
2,126,300
|
|
|
|
17.9
|
%
|
|
|
|
(1)
|
|
Unless otherwise indicated, the business address of each of the individuals is 1233 Encino
Drive, Pasadena, CA 91108.
|
|
(2)
|
|
Excludes 3,000,000 shares issuable upon exercise of warrants issued in the private placement
(See Certain Relationships and Related Transactions).
|
|
(3)
|
|
Excludes 9,800 shares issuable upon exercise of warrants that are not exercisable within 60 days.
|
|
(4)
|
|
Excludes 6,000 shares issuable upon exercise of warrants that are not exercisable within 60 days.
|
9
|
|
|
(5)
|
|
Based upon a Schedule 13G (Amendment No. 1) filed on January 31, 2008 by QVT Financial LP (QVT
Financial), QVT Fund LP (the Fund), QVT Financial GP LLC, and QVT Associates GP, LLC. QVT
Financial is the investment manager for the Fund, which beneficially owns 824,438 shares of
Common Stock, and for Quintessence Fund L.P. (Quintessence), which beneficially owns 92,992
shares of Common Stock. QVT Financial is also the investment manager for a separate
discretionary account managed for Deutsche Bank AG (the Separate Account), which holds 123,695
shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the
Common Stock held by the Fund, Quintessence and the Separate Account. Accordingly, QVT Financial
may be deemed to be the beneficial owner of 1,041,125 shares of Common Stock.
|
|
|
|
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the
same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as
General Partner of the Fund and Quintessence, may be deemed to beneficially own the same number
of shares of Common Stock reported by the Fund and Quintessence, and accordingly, QVT Associates
GP LLC may be deemed to be the beneficial owner of an aggregate amount of 917,430 shares of
Common Stock.
|
|
|
|
Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of
Common Stock owned by the Fund, Quintessence or the Separate Account. QVT Associates GP LLC
disclaims beneficial ownership of all shares of Common Stock owned by the Fund and Quintessence,
except to the extent of its pecuniary interest therein. The principal business address of QVT
Financial, QVT Financial GP LLC, and QVT Associates GP LLC is 1177 Avenue of the Americas, 9th
Floor New York, New York 10036. The principal business address of the Fund is Walkers SPV,
Walkers House Mary Street George Town, Grand Cayman, KY1 9001 Cayman Islands.
|
|
(6)
|
|
Based upon a Schedule 13G filed on February 4, 2008 by Deutsche Bank AG (Deutsche Bank) and
Deutsche Bank AG, London Branch (London Branch). The shares of Common Stock were acquired by
London Branch, a subsidiary of Deutsche Bank. The principal business address of Deutsche Bank
is Theodor-Heuss-Allee 70 60468 Frankfurt am Main Federal Republic of Germany.
|
|
(7)
|
|
Based upon a Schedule 13G filed on March 24, 2008 by Weiss Asset Management, LLC (Weiss Asset
Management), Weiss Capital, LLC (Weiss Capital), and Andrew M. Weiss, PhD. Shares reported
for Weiss Asset Management include shares beneficially owned by a private investment
partnership of which Weiss Asset Management is the sole general partner. Shares reported for
Weiss Capital include shares beneficially owned by a private investment corporation of which
Weiss Capital is the sole investment manager. Shares reported for Andrew Weiss include shares
beneficially owned by a private investment partnership of which Weiss Asset Management is the
sole general partner and which may be deemed to be controlled by Mr. Weiss, who is the Managing
Member of Weiss Asset Management, and also includes shares held by a private investment
corporation which may be deemed to be controlled by Mr. Weiss, who is the managing member of
Weiss Capital, the Investment Manager of such private investment corporation. Mr. Weiss
disclaims beneficial ownership of the shares reported herein as beneficially owned by him except
to the extent of
his pecuniary interest therein. The principal business address of each of Weiss Asset
Management, Weiss Capital, and Dr. Weiss is 29 Commonwealth Avenue, 10th Floor, Boston,
Massachusetts 02116.
|
|
(8)
|
|
Based upon a Schedule 13G (Amendment No. 1) filed on February 14, 2008 by Polar Securities, Inc.
(Polar Securities) and North Pole Capital Master Fund (North Pole). Polar Securities Inc.
serves as the investment manager to North Pole, which beneficially owns 564,134 shares of Common
Stock, and a number of discretionary accounts with respect to which it has voting and
dispositive authority over the shares of Common Stock. Each of Polar Securities and North Pole
disclaims any beneficial ownership of any such shares. The principal business address of each
of Polar Securities and North Pole is 372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9,
Canada.
|
10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 7, 2006, we issued 2,500,000 shares for an aggregate consideration of $25,000 in cash,
at an average purchase price of approximately $.01 per share. In January, 2007, 375,000 of the
shares were surrendered. The following chart shows the ownership resulting from these transactions:
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Name
|
|
Shares
|
|
Relationship to Us
|
Jack Kang
|
|
|
1,035,300
|
|
|
Chairman of the Board
|
Alwin Tan
|
|
|
1,035,300
|
|
|
Chief Executive Officer, President and Director
|
Steven Wang
|
|
|
21,250
|
|
|
Chief Financial Officer and Treasurer
|
Mark Tan
|
|
|
21,250
|
|
|
Vice President and Secretary
|
Larry Liou
|
|
|
4,250
|
|
|
Director
|
James Ma
|
|
|
4,250
|
|
|
Director
|
Stanley Chang
|
|
|
1,700
|
|
|
Special Advisor
|
Ron Harrod
|
|
|
1,700
|
|
|
Director (Special Advisor in 2007)
|
Since April 19, 2007 (the effective date of the registration statement for our initial public
offering), we have paid NCIL, an affiliate of Alwin Tan, a fee of $5,000 per month for providing us
with certain limited administrative, technical and secretarial services, as well as the use of
certain limited office space.
On April 25, 2007, our initial public offering (IPO) of 8,500,000 units of the Company was
consummated. Immediately prior to the IPO, we completed a private placement to our Chairman of
3,000,000 warrants, generating gross proceeds of $1,500,000.
At the closing of our initial public offering, our Chairman loaned $150,000 to us at an
interest rate of 4% per year. As of the fiscal year ended December 31, 2007, $150,000 of principal
was outstanding and $6,000 in interest had accrued. On April 25, 2008, the Company repaid all of
the outstanding principal and accrued interest ($156,000).
The existing stockholders have agreed to waive their respective rights to participate in any
liquidation distribution occurring upon our failure to consummate a business combination, but only
with respect to those shares of common stock acquired by them prior to this offering. In addition,
in connection with the vote required for our initial business combination, all of our existing
stockholders, including all of our officers, directors and special advisors, have agreed to vote
all of the shares of common stock owned by them, during or after this offering, in accordance with
the majority of the shares of common stock voted by the public stockholders.
See also Executive Compensation.
PROPOSAL 1
ELECTION OF DIRECTORS
Our board of directors is divided into three classes with only one class of directors being
elected in each year and each class serving a three-year term. The term of office of the first
class consisting of Larry Liou will expire at our first annual meeting of stockholders. The term of
office of the second class of directors, consisting of Messrs. Ma and Harrod, will expire at the
second annual meeting of stockholders. The term of office of the third class of directors,
consisting of Messrs. Kang and Tan, will expire at the third annual meeting of stockholders.
11
One (1) director nominee, Larry Liou is seeking to be elected at the Annual Meeting, to hold
office until the 2011 Annual Meeting of Stockholders and until his successor is elected and
qualified. Management expects that the nominee will be available for election, but if he is not a
candidate at the time
the election occurs, it is intended that such proxy will be voted for the election of another
nominee to be designated by the Board of Directors to fill any such vacancy.
See also Management of the Company.
The Board of Directors unanimously recommends that you vote for the election of the nominated
director. Unless otherwise specified in the form of proxy, the proxies solicited by the management
will be voted FOR the election of the candidate. The election of director requires a plurality of
the shares of Common Stock present and voting at the Meeting.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT PUBLIC ACCOUNTANTS
Appointment of Independent Registered Public Accounting Firm
On January 14, 2008, the Audit Committee dismissed Goldstein Golub Kessler LLP (GGK), the
Companys independent registered public accounting firm, and appointed Goldman Parks Kurland
Mohidin, LLP (GPKM), independent registered public accounting firm, to audit the financial
statements of the Company for the fiscal years ending December 31, 2007 and December 31, 2008. The
Audit Committee has further directed that management submit the selection of independent
accountants for ratification by the stockholders at the Annual Meeting. GPKM has no financial
interest in the Company and neither it nor any member or employee of the firm has had any
connection with the Company in the capacity of promoter, underwriter, voting trustee, director,
officer or employee. The Delaware General Corporate Law does not require the ratification of the
selection of independent accountants by the Companys stockholders, but in view of the importance
of the financial statements to the stockholders, the Board of Directors deems it advisable that the
stockholders pass upon such selection. A representative of GPKM is not expected to be present at
this years Annual Meeting of Stockholders.
In the event the stockholders fail to ratify the selection of GPKM, the Audit Committee will
reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit
Committee and the Board of Directors in their discretion may direct the appointment of a different
independent accounting firm at any time during the year if they determine that such a change would
be in the best interests of the Company and its stockholders.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The audit report of GGK on the financial statements of the Company at May 9, 2007, December
31, 2006 and June 15, 2006 and for the period from January 1, 2007 to May 9, 2007, the cumulative
period from June 7, 2006 (inception) to May 9, 2007, the period from June 7, 2006 (inception) to
December 31, 2006, and the period from June 6, 2006 (inception) to June 15, 2006, did not contain
an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the audit report on the financial
statements for the period ended December 31, 2006 included a going concern explanatory paragraph.
During the period from June 7, 2006 (inception) to December 31, 2007 and through January 14,
2008, there were: (i) no disagreements between the Company and GGK on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of GGK, would have caused GGK to make reference
to the subject matter of the disagreement in their reports on the Companys financial statements
for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
12
During the Companys two most recent fiscal years ended December 31, 2006 and 2007 and through
the period prior to the engagement of GPKM, the Company did not consult with GPKM on (i) the
application of accounting principles to a specified transaction, either completed or proposed, or
the type of audit opinion that may be rendered on the Companys financial statements, and GPKM did
not provide either a written report or oral advice to the Company that GPKM concluded was an
important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) any matter that was the subject of any disagreement, as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event
within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
AUDIT FEES
GPKM audited our financial statements for the year ended December 31, 2007.
Audit Fees
Fees for audit services provided by GGK
totaled $98,556 since June 7, 2006 (inception) through
January 14, 2008, including fees associated with the review of
our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, the audit of our annual financial statements for
the fiscal year ended December 31, 2006, the reviews of our quarterly reports on Form 10-Q, the
audit of our balance sheet at May 9, 2007 included in our current report on Form 8-K, and for audit
services performed in connection with our registration statement on Form S-1 initially filed in
2006.
Fees for audit services provided by GPKM totaled $22,500 since their engagement through May
26, 2008, including fees associated with the audit of our annual financial statements for the
fiscal year ended December 31, 2007 and a retainer.
Audit Related Fees
Other than the fees described under the caption Audit Fees above, GGK did not bill any fees
for services rendered to us during fiscal years 2006 or 2007 for assurance and related services in
connection with the audit or review of our financial statements.
Other than the fees described under the caption Audit Fees above, GPKM did not bill any fees
for services rendered to us during the fiscal year ended December 31, 2007 for assurance and
related services in connection with the audit or review of our financial statements.
Tax Fees
There were no tax fees billed by GGK for tax planning or related services rendered to us
during the fiscal years ended December 31, 2007 or 2006.
There were no tax fees billed by GPKM for tax planning or related services rendered to us
during the fiscal year ended December 31, 2007.
All Other Fees
There were no other fees billed by GGK for other professional services rendered during the
fiscal years ended December 31, 2007 or 2006.
There were no other fees billed by GPKM for other professional services rendered during the
fiscal years ended December 31, 2007.
13
The Board of Directors unanimously recommends that you vote FOR this proposal (Proposal 2 on the
Proxy) to ratify the selection of the independent accountants. Holders
of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on
the Proxy or, if no direction is made, in favor of this proposal. In order to be adopted, this
proposal must be approved by the affirmative vote of the holders of a majority of the shares of
Common Stock present and voting at the Meeting.
OTHER MATTERS
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires our directors, executive officers and
persons who own more than 10% of our common stock to file reports of ownership and changes in
ownership of our common stock with the Securities and Exchange Commission. Directors, executive
officers and persons who own more than 10% of our common stock are required by Securities and
Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file. To
our knowledge, based solely upon review of the copies of such reports received or written
representations from the reporting persons, we believe that during the year ended December 31,
2007, our directors, executive officers and persons who own more than 10% of our common stock
complied with all Section 16(a) filing requirements, other than James Ma who did not timely file a
Form 4 with respect to the acquisition of 3,000 units.
SOLICITATION OF PROXIES
We are soliciting proxies in the enclosed form and paying the cost of the solicitation. In
addition to the use of the mails, we may solicit proxies personally or by telephone or telegraph
using the services of our directors, officers and regular employees at nominal cost. We may
engage a paid proxy solicitor to assist in the solicitation. We will
pay any proxy solicitor a reasonable and customary fee plus expenses
for those services. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for expenses
incurred in sending proxy material to beneficial owners of our stock.
2009 STOCKHOLDER PROPOSALS
Rule 14a-4 of the SEC proxy rules allows the Company to use discretionary voting authority to
vote on matters coming before an annual meeting of stockholders if the Company does not have notice
of the matter at least 45 days before the date corresponding to the date on which the Company first
mailed its proxy materials for the prior years annual meeting of stockholders or the date
specified by an overriding advance notice provision in the Companys By-Laws. Stockholders of the
Company wishing to include proposals in the proxy material for the 2009 Annual Meeting of
Stockholders must submit the same in writing so as to be received by Alwin Tan, the Chief Executive
Officer of the Company on or before January 26, 2009. Such proposals must also meet the other
requirements of the rules of the SEC relating to stockholder proposals.
OTHER BUSINESS
Management is not aware of any matters to be presented for action at the Annual Meeting,
except matters discussed in the Proxy Statement. If any other matters properly come before the
meeting, it is intended that the shares represented by proxies will be voted in accordance with the
judgment of the persons voting the proxies.
AVAILABILITY OF FORM 10-K
We are providing without charge to each person solicited by this Proxy Statement a copy of our
Annual Report on Form 10-K for the Fiscal Year ended December 31, 2007, including our financial
statements but excluding the exhibits to Form 10-K. The Form 10-K includes a list of the exhibits
that were filed with it, and we will furnish a copy of any such exhibit to any person who requests
it upon the payment of our reasonable expenses in providing the requested exhibit. For further
information, please contact Mr. Alwin
Tan, Chief Executive Officer, at 1233 Encino Drive, Pasadena, California 91108, telephone
(626) 568-9924. Our Annual Report on Form 10-K and our other filings with the SEC, including the
exhibits, are also available for free on the SECs Internet site (
http://www.sec.gov
).
14
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information with the SEC.
Stockholders may read and copy any reports, statements or other information that we file at the
SECs public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. Our public
filings are also available from commercial document retrieval services and at the Internet Web site
maintained by the SEC at
http://www.sec.gov
. The Companys annual report on Form 10-K was mailed
along with this proxy statement.
STOCKHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROXY STATEMENT TO VOTE THEIR SHARES AT THE ANNUAL MEETING. NO ONE HAS BEEN AUTHORIZED TO
PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS
PROXY STATEMENT IS DATED APRIL 29, 2008. STOCKHOLDERS SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE.
By Order of Board of Directors,
/s/ Alwin Tan
Alwin Tan
Chief Executive Officer
15
PROXY
CHINA HEALTHCARE ACQUISITION CORP.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SHAREHOLDER NAME:
The undersigned hereby appoints Alwin Tan and Steven Wang, and each of them, with power to act
without the other and with full power of substitution, as proxies and attorneys-in-fact and hereby
authorizes them to represent and vote, as provided below, all the shares of China Healthcare
Acquisition Corp. Common Stock which the undersigned is entitled to vote, and, in their discretion,
to vote upon such other business as may properly come before the Annual Meeting of Shareholders of
the Company to be held on June 25, 2008, or any adjournment thereof, with all powers which the
undersigned would possess if present at the meeting.
To vote in accordance with the Board of Directors recommendations just sign and date this card; no
boxes need to be checked.
Where a vote is not specified, the proxies will vote the shares represented by the proxy FOR the
election of directors and FOR proposal 2 and will vote in accordance with their discretion on such
other matters as may properly come before the meeting.
Please mark your votes as indicated in this example
x
|
|
|
|
|
|
|
1.
|
|
ELECTION OF DIRECTORS
|
|
|
|
|
|
|
|
|
|
Larry Liou
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
|
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
o
|
|
o
|
|
o
|
I/We plan to attend the meeting. (Please detach the attached admission ticket and bring to the meeting.)
o
|
|
|
|
|
|
Signature
|
|
Signature if held jointly
|
Date:
, 2008
If signing as attorney, executor, administrator, trustee or guardian, please give full title as
such, and, if signing for a corporation, please give your title. When shares are in the name of
more than one person, each person should sign the proxy card. Please sign, date and return the
proxy card promptly using the enclosed envelope.
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
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