def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
LJ INTERNATIONAL INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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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
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LJ INTERNATIONAL INC.
Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street
Hung Hom, Kowloon, Hong Kong
(011) 852-2764-3622
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, November 14, 2008
To Our Shareholders:
PLEASE TAKE NOTICE that our annual meeting of shareholders will be held at our Shenzhen
office, 10th Floor, Block 18, Free Trade Zone, Shatoujiao, Shenzhen, Peoples Republic
of China, on Friday, November 14, 2008, at 9:30 a.m., local time, for the following purposes:
1. To elect seven directors to hold office for the term specified in the proxy statement or
until their successors are elected and qualified;
2. To approve the establishment of our 2008 stock compensation plan for the benefit of our
officers, directors, employees and advisors (the 2008 Stock Compensation Plan Proposal); and
3. To transact such other business as may properly come before the meeting or any adjournment.
The board of directors has fixed the close of business on September 24, 2008 as the record
date for the determination of shareholders entitled to notice of and to vote at the meeting and at
any adjournment. A proxy statement which describes the foregoing proposals and a form of proxy
accompany this notice.
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By |
Order of the Board of Directors
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Ka Man Au
Secretary |
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Dated: October 1, 2008
IMPORTANT
Whether or not you expect to attend the meeting, please execute the accompanying proxy and
return it promptly in the enclosed reply envelope which requires no postage. If you grant a proxy,
you may revoke it at any time prior to the meeting. Also, whether or not you grant a proxy, you
may vote in person if you attend the meeting.
LJ INTERNATIONAL INC.
Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street
Hung Hom, Kowloon, Hong Kong
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, November 14, 2008
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the board of directors of LJ International
Inc. for use at our annual meeting of shareholders to be held at our Shenzhen office,
10th Floor, Block 18, Free Trade Zone, Shatoujiao, Shenzhen, Peoples Republic of China,
on Friday, November 14, 2008, and at any adjournment. In addition to mail, proxies may be
solicited by personal interview, telephone or telegraph by our officers, directors and other
employees, who will not receive additional compensation for such services. We may also request
brokerage houses, nominees, custodians and fiduciaries to forward the soliciting material to the
beneficial owners of stock held of record and will reimburse them at the rates suggested by the New
York Stock Exchange. We will bear the cost of this solicitation of proxies, which is expected to
be nominal. Proxy solicitation will commence with the mailing of this proxy statement on or about
October 1, 2008.
Execution and return of the enclosed proxy will not affect your right to attend the meeting
and to vote in person. If you execute a proxy, you still retain the right to revoke it at any time
prior to exercise at the meeting. A proxy may be revoked by delivery of written notice of
revocation to our Secretary, by execution and delivery of a later proxy or by voting the shares in
person at the meeting. A proxy, when executed and not revoked, will be voted in accordance with
its instructions. If there are no specific instructions, proxies will be voted FOR the election
as directors of those nominees named in the proxy statement, FOR the proposal to approve the
establishment of the 2008 Stock Compensation Plan, and in accordance with his best judgment on all
other matters that may properly come before the meeting.
The enclosed form of proxy provides a method for you to withhold authority to vote for any one
or more of the nominees for director while granting authority to vote for the remaining nominees.
The names of all nominees are listed on the proxy. If you wish to grant authority to vote for all
nominees, check the box marked FOR. If you wish to withhold authority to vote for all nominees,
check the box marked WITHHOLD. If you wish your shares to be voted for some nominees and not for
one or more of the others, check the box marked FOR and indicate the name(s) of the nominee(s)
for whom you are withholding the authority to vote by writing the name(s) of such nominee(s) on the
proxy in the space provided.
PURPOSE OF MEETING
As stated in the notice of annual meeting of shareholders accompanying this proxy statement,
the business to be conducted and the matters to be considered and acted upon at the meeting are as
follows:
1. To elect seven directors to hold office for the term specified herein or until their
successors are elected and qualified;
2. To approve the establishment of the 2008 stock compensation plan for the benefit of our
officers, directors, employees and advisors (the 2008 Stock Compensation Plan Proposal); and
3. To transact such other business as may properly come before the meeting or any adjournment.
VOTING AT MEETING
Our voting securities consist solely of common stock, $.01 par value per share.
The record date for shareholders entitled to notice of and to vote at the meeting is the close
of business on September 24, 2008, at which time we had outstanding and entitled to vote at the
meeting 22,761,172 shares of common stock. Shareholders are entitled to one vote, in person or by
proxy, for each share of common stock held in their name on the record date. Shareholders
representing a majority of the common stock outstanding and entitled to vote must be present or
represented by proxy to constitute a quorum.
The election of each director and approval of the 2008 Stock Compensation Plan Proposal each
will require the affirmative vote of the holders of a majority of the common stock present or
represented by proxy at the meeting and entitled to vote. Cumulative voting for directors is not
authorized and proxies cannot be voted for more than seven nominees.
STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial ownership of our
shares of common stock as of June 1, 2008 by:
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each person who is known by us to own beneficially more than 5% of our outstanding
common stock; |
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each of our current executive officers and directors; and |
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all executive officers and directors as a group. |
As of June 1, 2008, we had 22,235,672 shares of our common stock issued and outstanding.
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This information gives effect to securities deemed outstanding pursuant to Rule 13d-3(d)(l)
under the Securities Exchange Act of 1934, as amended.
The address for each person named below is c/o LJ International Inc., Unit #12, 12/F, Block A,
Focal Industrial Centre, 21 Man Lok Street, Hung Hom, Kowloon, Hong Kong.
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Number |
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Percent |
Name of Beneficial Holder |
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Shares Beneficially Owned |
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Yu Chuan Yih |
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2,034,353 |
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9.1 |
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Ka Man Au |
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254,000 |
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1.1 |
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Hon Tak Ringo Ng |
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275,000 |
(2) |
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1.2 |
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Andrew N. Bernstein |
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0 |
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0 |
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Xiang Xiong Deng |
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0 |
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0 |
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Jin Wang |
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0 |
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0 |
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Jieyun Yu |
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0 |
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0 |
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All directors and executive officers as a group (7 persons) |
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2,563,353 |
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11.4 |
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Pacific Growth Developments Ltd. |
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1,500,000 |
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6.7 |
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Includes options currently exercisable to acquire:
150,000 shares of common stock at $2.00 per share at any time until June 30, 2013. |
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Includes options currently exercisable to acquire:
150,000 shares of common stock at $2.00 per share at any time until June 30, 2013. |
BOARD OF DIRECTORS
Our board of directors has the responsibility for establishing broad corporate policies and
for our overall performance, although it is not involved in day-to-day operating details. The
board meets regularly throughout the year, including the annual organization meeting following the
annual meeting of shareholders, to review significant developments affecting us and to act upon
matters requiring board approval. It also holds special meetings as required from time to time
when important matters arise requiring board action between scheduled meetings.
We have established an audit committee, which currently consists of Xiang Xiong Deng, Jin Wang
and Jieyun Yu. Its functions are to:
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recommend annually to our board of directors the appointment of our independent public
accountants; |
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discuss and review the scope and the fees of the prospective annual audit and review the
results with the independent public accountants; |
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review and approve non-audit services of the independent public accountants; |
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review compliance with our existing accounting and financial policies; |
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review the adequacy of our financial organization; and |
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review our managements procedures and policies relative to the adequacy of our internal
accounting controls and compliance with U.S. federal and state laws relating to financial
reporting. |
We have established a nominating committee, which currently consists of Andrew N. Bernstein,
Xiang Xiong Deng and Jin Wang. Its purpose and functions are to:
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assess the size and composition of the board of directors in light of our operating
requirements and existing social attitudes and trends; |
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develop membership qualifications for the board of directors and all board committees; |
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monitor compliance with board of director and board committee membership criteria; |
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review and recommend directors for continued service as required based on our evolving
needs; |
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coordinate and assist management and the board of directors in recruiting new members to
the board of directors; and |
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investigate suggestions for candidates for membership on the board of directors and
recommend prospective directors, as required, to provide an appropriate balance of
knowledge, experience and capability on the board of directors, including stockholder
nominations for the board of directors. |
We have established a compensation committee, which currently consists of Andrew N. Bernstein,
Jieyun Yu and Jin Wang. Its purpose and functions are to:
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review and approve corporate goals and objectives relevant to the compensation of the
chief executive officer and other executive officers; |
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evaluate the chief executive officers performance in light of such goals and objectives
at least annually and communicate the results to the chief executive officer and the board
of directors; |
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set the chief executive officers compensation levels based on the foregoing evaluation
(including annual salary, bonus, stock options and other direct and indirect benefits),
with ratification by the independent directors of the full board of directors; and |
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set the other executive officers compensation levels (including annual salary, bonus,
stock options and other direct and indirect benefits). |
No director attended fewer than 75 percent of the aggregate of the total number of meetings of
the board of directors and the total number of meetings held by all committees of the board on
which he or she served.
Each non-employee director is compensated separately for service on the board and is
reimbursed for expenses to attend board and committee meetings.
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ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected. Each director will be elected for a
one-year term or until his successor is elected and qualified.
Shares represented by properly executed proxies will be voted, in the absence of contrary
indication or revocation by the shareholder granting such proxy, in favor of the election of the
persons named below as directors. The person named as proxy has been designated by management and
intends to vote for the election to the board of directors of the persons named below, each of whom
now serves as a director. If any nominee is unable to serve as a director, the shares represented
by the proxies will be voted, in the absence of contrary indication, for any substitute nominee
that management may designate. We know of no reason why any nominee would be unable to serve. The
information presented with respect to the nominees was obtained in part from each of them and in
part from our records.
Nominees for Election as Directors
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Name |
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Age |
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Position |
Yu Chuan Yih
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68 |
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Chairman of the Board of Directors,
President and Chief Executive Officer |
Ka Man Au
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43 |
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Chief Operating Officer, Secretary and Director |
Hon Tak Ringo Ng
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48 |
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Chief Financial Officer and Director |
Andrew N. Bernstein
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55 |
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Independent Non-Executive Director |
Xiang Xiong Deng
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43 |
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Independent Non-Executive Director |
Jin Wang
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37 |
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Independent Non-Executive Director |
Jieyun Yu
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42 |
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Independent Non-Executive Director |
None of our directors and officers was selected due to any agreement or understanding with any
other person. There is no family relationship between any of our directors or executive officers
and any other director or executive officer.
Mr. Yih established the business of Lorenzo Jewelry Ltd. and has served as president and
managing director since 1987. Mr. Yih is primarily responsible for business development and
overall company management. He has over 20 years of experience in colored stone production and
marketing. Mr. Yih had been a gemstone trader in Brazil and has extensive experience and
relationships in gem sourcing and jewelry design. Mr. Yih is also the Founding Sponsor of the Hong
Kong branch of the Gemological Institute of America (GIA), the non-profit educational
organization for the jewelry industry.
Ms. Au has served as a director of Lorenzo Jewelry Ltd. since its incorporation in 1987. Ms.
Au has been our chief operating officer since January 1, 2002 and is primarily responsible for our
general administration, human resources, operations and management.
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Mr. Ng has served as our chief financial officer since September 1997 and as one of our
directors since May 1, 2001. He received his Bachelor of Science degree in civil engineering from
the University of London in 1984 and his Master of Commerce in accounting and commercial
administration from the University of New South Wales in 1994. From July 1994 through September
1997, he was an audit senior with Moores Rowland C.A., Certified Public Accountants. Mr. Ng is a
certified practicing accountant of the Australian Society of CPAs.
Mr. Bernstein joined us as an independent non-executive director in July 2005. He serves on
the Compensation and Nominating Committees. He earned his Bachelor of Science degree from Cornell
University in 1974 and his Juris Doctor degree from Boston College Law School in 1977. Since 1978,
Mr. Bernstein has been engaged in the private practice of law in Denver, Colorado, with emphasis on
the representation of private and public companies and their transactional, corporate and
securities matters. Mr. Bernstein has served as our US securities counsel since March 1997.
Mr. Deng joined us as an independent non-executive director in October 2007. He serves on the
Audit and Nominating Committees. He has served as a Director of Intermost Corp. (OTCBB: IMOT)
since August 2005 and was appointed Acting Chief Executive Officer of that company from August 2005
to September 2007. Mr. Deng graduated from Shenzhen University (Bachelor of Law) and Shanghai Jiao
Tong University (MBA). He is a member of the Shenzhen Board of Arbitration and formerly the
General Manager of a number of state-owned and private enterprises. He is experienced in both
capital management and investment banking.
Mr. Wang joined us as an independent non-executive director in October 2007. He serves as
chair of the Audit Committee and a member of the Nominating and Compensation Committees. He is
currently Vice President of the Shenzhen Shengwei Taxation Co. Ltd. and has held that position
since January 2006. Before that, he served in a number of posts with responsibilities for
financial management and auditing. These include Project Manager of the Audit Department at the
accounting firm Shenzhen Changcheng (2004-2005), Assistant Financial Manager at Shenzhen Jinggong
Design and Decoration Co. Ltd. (2003-2004) and Manager of the Finance Department at Jiaguo Trading
(Shenzhen) Co. Ltd., a wholly owned subsidiary of Bank of China Group Investment Co. Ltd
(1997-2003).
Ms. Yu joined us as an independent non-executive director in October 2007. She serves on the
Audit and Compensation Committees. She is currently Assistant Manager of Finance at the
headquarters of the Bank of China Group Insurance Co. Ltd. and General Manager of Finance at the
companys Shenzhen Branch Office. She has held these positions since June 2003. Earlier, she
served in finance management positions for Midland Realty (Shenzhen) Co. Ltd. (2001-2002),
Intermost Corp. (1998-2001) and Guanghua Zhaori Production Co. Ltd. (1992-1998). Before that she
was a statistician and auditor (1998-2002) at the Shenzhen Culture Bureau.
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Compensation of Directors and Executive Officers
The aggregate compensation paid by us to all of our directors and executive officers as a
group for the fiscal year ended December 31, 2007 on an accrual basis, for services in all
capacities, was $1,477,000. During the fiscal year ended December 31, 2007, we contributed an
aggregate amount of $41,000 toward the pension plans of our directors and executive officers.
Executive Service Contract
We entered into an employment agreement with Mr. Yu Chuan Yih, effective January 1, 2007, for
a period of three years at an annual salary of $308,000. Mr. Yihs remuneration package includes
benefits with respect to an automobile. In addition, Mr. Yih is entitled to an annual management
bonus of a sum to be determined by the compensation committee of the board of directors at its
discretion, having regard for our operating results and the performance of Mr. Yih during the
relevant financial year.
On January 3, 2005, we had granted Mr. Yih, Ms. Au and Mr. Ng options exercisable to acquire
500,000 shares, 100,000 shares and 100,000 shares, respectively, at $3.00 per share at any time
through March 30, 2005.
On July 22, 2005, we granted Mr. Yih, Ms. Au and Mr. Ng options exercisable to acquire 413,500
shares, 300,000 shares and 300,000 shares, respectively, at $2.25 per share at any time through
April 30, 2008.
We did not grant any options to any of our directors or executive officers during the fiscal
years ended December 31, 2004 and 2006.
On January 5, 2007, we had granted Mr. Yih, Ms. Au and Mr. Ng options exercisable to acquire
500,000 shares, 100,000 shares and 100,000 shares, respectively, at $4.50 per share at any time
through February 4, 2007.
The 1998 Stock Compensation Plan
Effective June 1, 1998, we adopted and approved the 1998 Stock Compensation Plan, which our
shareholders approved on December 9, 1998. The purpose of the plan is to:
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encourage ownership of our common stock by our officers, directors, employees and
advisors; |
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provide additional incentive for them to promote our success and our business; and |
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encourage them to remain in our employ by providing them with an opportunity to
benefit from any appreciation of our common stock through the issuance of stock
options. |
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Options constitute either incentive stock options within the meaning of Section 422 of the
United States Internal Revenue Code of 1986, as amended, or options which constitute nonqualified
options at the time of issuance of such options. The plan provides that incentive stock options
and/or nonqualified stock options may be granted to our officers, directors, employees and advisors
selected by the compensation committee. A total of 4,000,000 shares of common stock are authorized
and reserved for issuance during the term of the plan, which expired in June 2008. The
compensation committee has the sole authority to interpret the plan and make all determinations
necessary or advisable for administering the plan. The exercise price for any incentive option
must be at least equal to the fair market value of the shares as of the date of grant. Upon the
exercise of the option, the exercise price must be paid in full either in cash, shares of our stock
or a combination. If any option is not exercised for any reason, such shares shall again become
available for the purposes of the plan.
On October 17, 2000, the Company offered each option holder the opportunity to cancel all or
some of the stock options previously granted in exchange for the granting on April 30, 2001 of
options to acquire an equal number of shares with an exercise price equal to the then last sale
price of the stock on April 30, 2001, for a new term of seven years expiring April 30, 2008.
As of June 1, 2008, 3,980,000 options had been exercised and the following options to purchase
shares of our common stock under the plan were outstanding:
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a total of 20,000 stock options to purchase 20,000 shares at $2.00 per share through
June 30, 2013, of which no stock options are held by our directors and officers as a
group. |
The 2003 Stock Compensation Plan
Effective July 1, 2003, we adopted and approved the 2003 Stock Compensation Plan, which our
shareholders approved on December 5, 2003. The purpose of the plan is to:
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encourage ownership of our common stock by our officers, directors, employees and
advisors; |
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provide additional incentive for them to promote our success and our business; and |
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encourage them to remain in our employ by providing them with an opportunity to
benefit from any appreciation of our common stock through the issuance of stock
options. |
Options constitute either incentive stock options within the meaning of Section 422 of the
United States Internal Revenue Code of 1986, as amended, or options which constitute nonqualified
options at the time of issuance of such options. The plan provides that incentive stock options
and/or nonqualified stock options may be granted to our officers, directors, employees and advisors
selected by the compensation committee. A total of 4,000,000 shares of common stock are authorized
and reserved for issuance during the term of the plan, which expires in June 2013. The
compensation committee has the sole authority to interpret the plan
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and make all determinations necessary or advisable for administering the plan. The exercise price
for any incentive option or nonqualified option may be less than the fair market value of the
shares as of the date of grant. Upon the exercise of the option, the exercise price must be paid
in full either in cash, shares of our stock or a combination. If any option is not exercised for
any reason, such shares shall again become available for the purposes of the plan.
As of June 1, 2008, 3,394,500 options had been exercised and the following options to purchase
shares of our common stock under the plan were outstanding:
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a total of 433,500 stock options to purchase 433,500 shares at $2.00 per share
through June 30, 2013, of which 300,000 stock options are held by our directors and
officers as a group. |
The 2005 Stock Compensation Plan
Effective July 1, 2005, we adopted and approved the 2005 Stock Compensation Plan, which our
shareholders approved on September 26, 2005. The purpose of the plan is to:
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encourage ownership of our common stock by our officers, directors, employees and
advisors; |
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provide additional incentive for them to promote our success and our business; and |
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encourage them to remain in our employ by providing them with an opportunity to
benefit from any appreciation of our common stock through the issuance of stock
options. |
Options constitute either incentive stock options within the meaning of Section 422 of the
United States Internal Revenue Code of 1986, as amended, or options which constitute nonqualified
options at the time of issuance of such options. The plan provides that incentive stock options
and/or nonqualified stock options may be granted to our officers, directors, employees and advisors
selected by the compensation committee. A total of 4,000,000 shares of common stock are authorized
and reserved for issuance during the term of the plan, which expires in June 2015. The
compensation committee has the sole authority to interpret the plan and make all determinations
necessary or advisable for administering the plan. The exercise price for any incentive option or
nonqualified option may be less than the fair market value of the shares as of the date of grant.
Upon the exercise of the option, the exercise price must be paid in full either in cash, shares of
our stock or a combination. If any option is not exercised for any reason, such shares shall again
become available for the purposes of the plan.
As of June 1, 2008, 1,500,000 options had been exercised and no options to purchase shares of
our common stock under the plan were outstanding.
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Other Options and Warrants Outstanding
As of June 1, 2008, the following additional options and warrants to purchase shares of our
common stock were outstanding:
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warrants to purchase an aggregate of 170,451 shares at $2.98 per share through
September 3, 2009 which we sold to a group of investors as part of a private placement
offering on September 1, 2004 |
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On September 25, 2006, we issued, and 11 institutional investors purchased, an
aggregate of 1,466,668 shares of our common stock at $3.75 per share, as well as an
aggregate of 236,909 warrants to purchase 236,909 shares at an exercise price of $4.221
per share (the Short Term Warrants) and 366,668 warrants to purchase 366,668 shares
at an exercise price of $4.50 per share (the Long Term Warrants). In addition, our
placement agent received 29,333 Long Term Warrants with identical terms to the Long
Term Warrants issued to the investors (the Placement Agent Warrants). The Short Term
Warrants were exercisable at any time through February 5, 2007. The Long Term Warrants
are exercisable at any time on or after March 25, 2007 for a term of five years
thereafter. |
As of June 1, 2008, the following warrants remained outstanding:
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333,334 Long Term Warrants |
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29,333 Placement Agent Warrants |
THE BOARD OF DIRECTORS RECOMMENDS TO OUR SHAREHOLDERS THAT YOU VOTE FOR THE ELECTION
OF SUCH NOMINEES.
CERTAIN TRANSACTIONS
Certain of our banking facilities are collateralized by properties owned by Yu Chuan Yih and
his personal guarantee to the extent of $21,244,000, $23,161,000 and $14,708,000 as of December 31,
2005, 2006 and 2007, respectively. Mr. Yih has not received any additional compensation or
consideration from us in return for his personal guarantees.
During the fiscal year ended April 30, 1999, we provided a guarantee to a bank in respect of
mortgage loans granted to Yu Chuan Yih to the extent of $632,000. As of December 31, 2007, the
balance of the mortgage loans amounted to $79,000.
We paid Andrew N. Bernstein, P.C., the law firm of which Andrew N. Bernstein, one of our
directors, is the sole shareholder, less than $200,000 for legal services rendered to us during the
fiscal year ended December 31, 2007.
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ADDITIONAL MATTER TO BE VOTED UPON BY OUR SHAREHOLDERS
THE 2008 STOCK COMPENSATION PLAN PROPOSAL
On August 8, 2008, we adopted and approved, subject to approval by our shareholders, our 2008
Stock Compensation Plan (the 2008 Plan). We believe that a new plan is necessary since there are
only a minimal number of options remaining under our 2003 Plan and our 2005 Plan. We believe that
the grant of stock options is accomplishing its purpose, which is to promote our and your interests
by providing key employees with an opportunity to acquire a proprietary interest in us and to
develop a stronger incentive to put forth maximum effort for our continued success and growth. In
addition, the opportunity to acquire a propriety interest in us aids us in attracting and retaining
key personnel of outstanding ability.
Options granted under the 2008 Plan will constitute either incentive stock options within the
meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended, or options
which constitute nonqualified options at the time of issuance of such options. The 2008 Plan
provides that incentive stock options and/or nonqualified stock options may be granted to our
officers, directors, employees and advisors selected by the compensation committee. A total of
4,000,000 shares of common stock are authorized and reserved for issuance during the term of the
2008 Plan, which expires in August 2018. The compensation committee has the sole authority to
interpret the 2008 Plan and make all determinations necessary or advisable for administering the
2008 Plan. The exercise price for any incentive option or nonqualified option may be less than the
fair market value of the shares as of the date of grant. Upon the exercise of the option, the
exercise price must be paid in full either in cash, shares of our stock or a combination. If any
option is not exercised for any reason, such shares shall again become available for the purposes
of the 2008 Plan.
As of October 1, 2008, no options had been granted under the 2008 Plan.
THE BOARD OF DIRECTORS RECOMMENDS TO OUR SHAREHOLDERS THAT YOU VOTE FOR THE ESTABLISHMENT
AND ADOPTION OF OUR 2008 STOCK COMPENSATION PLAN.
INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Gruber & Company, LLC is expected to attend the meeting and will have the
opportunity to make a statement if he so desires. This representative is expected to be available
to respond to appropriate shareholder questions at that time.
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PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record who desires to submit a proper proposal for inclusion in the proxy
materials relating to our next annual meeting of shareholders must do so in writing and it must be
received at our principal executive offices by December 31, 2009. You must be a record or
beneficial owner entitled to vote at the next annual meeting on your proposal and must continue to
own such security entitling you to vote through the date on which the meeting is held.
ANNUAL REPORT
Our annual report to shareholders concerning our operations during the fiscal year ended
December 31, 2007, including audited financial statements, has been distributed to all record
holders as of the record date. The annual report is not incorporated in the proxy statement and is
not to be considered a part of the soliciting material.
OTHER BUSINESS
Our management is not aware of any other matters which are to be presented at the meeting, nor
have we been advised that other persons will present any such matters. However, if other matters
properly come before the meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 20-F
UPON WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM
20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007, TO EACH SHAREHOLDER OF RECORD OR TO EACH
SHAREHOLDER WHO OWNED OUR COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE
CLOSE OF BUSINESS ON SEPTEMBER 24, 2008. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON
FORM 20-F SHOULD BE SENT TO OUR SECRETARY, LJ INTERNATIONAL INC., UNIT #12, 12/F, BLOCK A, FOCAL
INDUSTRIAL CENTRE, 21 MAN LOK STREET, HUNG HOM, KOWLOON, HONG KONG.
The above notice and proxy statement are sent by order of the board of directors.
KA MAN AU
Secretary
October 1, 2008
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
LJ INTERNATIONAL INC.
TO BE HELD NOVEMBER 14, 2008
The undersigned hereby appoints Yu Chuan Yih as the lawful agent and Proxy of the undersigned
(with all powers the undersigned would possess if personally present, including full power of
substitution), and hereby authorizes him to represent and to vote, as designated below, all the
shares of common stock of LJ International Inc. held of record by the undersigned as of the close
of business on September 24, 2008, at the Annual Meeting of Shareholders to be held on Friday,
November 14, 2008, or any adjournment or postponement.
1. ELECTION OF DIRECTORS
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FOR all nominees listed below
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WITHHOLD AUTHORITY |
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(except as marked to the
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to vote for all nominees |
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contrary below)
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listed below |
Y.C. Yih; K.M. Au; H.T. Ng; A.N. Bernstein; X.X. Deng; J. Wang; J. Yu
(INSTRUCTION: To withhold authority to vote for any nominees, write the nominees names on the
space provided below.)
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To approve the establishment of the 2008 stock compensation plan for the benefit of our
officers, directors, employees and advisors (the 2008 Stock Compensation Plan Proposal). |
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o FOR
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o AGAINST
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o ABSTAIN |
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In his discretion, the Proxy is authorized to vote upon any matters which may properly come
before the meeting, or any adjournment or postponement thereof. |
It is understood that when properly executed, this proxy will be voted in the manner directed
herein by the undersigned shareholder. WHERE NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THE PROXY
WILL BE VOTED FOR THE ELECTION OF DIRECTORS PROPOSED IN ITEM (1) AND IN FAVOR OF ITEM (2).
The undersigned hereby revokes all previous proxies relating to the shares covered hereby and
confirms all that said proxy or his substitutes may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by authorized person.
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Dated: , 2008
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Signature
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Signature if held jointly |
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PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. |
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PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING. |