text:
The Daughter Project is an initiative that implements anti-human trafficking awareness, prevention, and intervention projects in Myanmar. We believe that the best measures of protection and defense against this atrocity are locally driven efforts beginning in homes, villages, schools, and communities by those most affected. These efforts have taken the form of Daughter Project Clubs that serve to mobilize citizens and equip them to protect, intercept and restore young girls at risk. We directly engage in the interception of young girls who are being trafficked and abused. The goal is to 'intervene' in that young girl's life and restore her to her family or guide her to a restoration shelter. Activities include alerting parents when girls stop attending school, children advocating for their peers, transit point monitoring, police rescue, and more.
Myanmar is a source, transit, and destination country for victims of human trafficking. The number of people who are at-risk for human trafficking in Myanmar has been increasing, with over 220,000 people forcibly displaced by ethnic violence in Kachin, Shan, and Rakhine states and over 1 million Rohingya people suffering systematic social and economic discrimination.
In January, February, and March of 2018, the Daughter Project in Myanmar has educated 2,956 adults and children about how to identify and intervene in human trafficking in schools, villages, and community-based organizations.

lowercased:
the daughter project is an initiative that implements anti-human trafficking awareness, prevention, and intervention projects in myanmar. we believe that the best measures of protection and defense against this atrocity are locally driven efforts beginning in homes, villages, schools, and communities by those most affected. these efforts have taken the form of daughter project clubs that serve to mobilize citizens and equip them to protect, intercept and restore young girls at risk. we directly engage in the interception of young girls who are being trafficked and abused. the goal is to 'intervene' in that young girl's life and restore her to her family or guide her to a restoration shelter. activities include alerting parents when girls stop attending school, children advocating for their peers, transit point monitoring, police rescue, and more.
myanmar is a source, transit, and destination country for victims of human trafficking. the number of people who are at-risk for human trafficking in myanmar has been increasing, with over 220,000 people forcibly displaced by ethnic violence in kachin, shan, and rakhine states and over 1 million rohingya people suffering systematic social and economic discrimination.
in january, february, and march of 2018, the daughter project in myanmar has educated 2,956 adults and children about how to identify and intervene in human trafficking in schools, villages, and community-based organizations.


text:
Clarke Gayford has described the dramatic moment he was pinned against a boat by a whale shark.
The Fish of the Day host was invited to catch fish for a local restaurant while in Rarotonga with his partner Jacinda Ardern, he told The Project.
While the Prime Minister engaged in diplomacy, Gayford found himself facing quite a different challenge: two curious whale sharks.
When one began circling their fishing boat, he swam with one of the sizeable creatures for the very first time.
The crew encountered a second whale shark, which was a little more assertive when Gayford got into the water again.
“I went over the side of the boat and it came straight up underneath me. I didn’t have a chance to get out of the way,” he recounted.
Gayford’s leg was momentarily caught between the shark and the fishing boat, making for a memorable experience.
Whale sharks have no teeth so he wasn’t afraid of being eaten, although he says you can never be sure.
As an experienced fisherman, Gayford’s been around plenty of sharks in his time.
“Sharks are a sign of a healthy ocean so it’s quite encouraging when you get out in the water and actually see one,” he says.
However this was his first up-close encounter with a whale shark, which he says has long been a dream of his.
“One of my earliest childhood memories is sitting in Room 5 of Makauri Primary School and Mrs Rutherford the teacher was there, and I was on a coloured mat – and I remember telling her about whale sharks,” he explained.
He also revealed his startling lung capacity. Out in the open ocean he can hold his breath for about one minute and 45 seconds.
He says learning to spend more time comfortably under water isn’t as hard as it looks.

lowercased:
clarke gayford has described the dramatic moment he was pinned against a boat by a whale shark.
the fish of the day host was invited to catch fish for a local restaurant while in rarotonga with his partner jacinda ardern, he told the project.
while the prime minister engaged in diplomacy, gayford found himself facing quite a different challenge: two curious whale sharks.
when one began circling their fishing boat, he swam with one of the sizeable creatures for the very first time.
the crew encountered a second whale shark, which was a little more assertive when gayford got into the water again.
“i went over the side of the boat and it came straight up underneath me. i didn’t have a chance to get out of the way,” he recounted.
gayford’s leg was momentarily caught between the shark and the fishing boat, making for a memorable experience.
whale sharks have no teeth so he wasn’t afraid of being eaten, although he says you can never be sure.
as an experienced fisherman, gayford’s been around plenty of sharks in his time.
“sharks are a sign of a healthy ocean so it’s quite encouraging when you get out in the water and actually see one,” he says.
however this was his first up-close encounter with a whale shark, which he says has long been a dream of his.
“one of my earliest childhood memories is sitting in room 5 of makauri primary school and mrs rutherford the teacher was there, and i was on a coloured mat – and i remember telling her about whale sharks,” he explained.
he also revealed his startling lung capacity. out in the open ocean he can hold his breath for about one minute and 45 seconds.
he says learning to spend more time comfortably under water isn’t as hard as it looks.


text: We did it, everyone. We binged ALL of season 2 while sitting in the Doghouse and besides our brains getting a little mushy from too much time on TV we have some refined opinions about this season. Some things are better, some things are worse, and some tweets from certain creative directors have us enraged. It's not all bad, though - we've got favorite parents, favorite Scooby gang moments, and some predictions that just might change everything. Enjoy our season two post-mortem, and stay tuned this summer for dispatches from the Doghouse!

lowercased: we did it, everyone. we binged all of season 2 while sitting in the doghouse and besides our brains getting a little mushy from too much time on tv we have some refined opinions about this season. some things are better, some things are worse, and some tweets from certain creative directors have us enraged. it's not all bad, though - we've got favorite parents, favorite scooby gang moments, and some predictions that just might change everything. enjoy our season two post-mortem, and stay tuned this summer for dispatches from the doghouse!


text:
As researchers, we can employ a few different Behavioral Economic techniques to help ensure that people are more honest when taking our surveys.
Marketers of the world take note: being inclusive pays off. Make sure your campaigns are illuminated by the power of inclusion and diversity so that the power of people itself makes your brands’ connections to them impactful.
There has recently been much discussion about the use of social media in market research, and how it can be applied to pharma research.
It is important to understand the most appropriate way to speak to LGBTQ consumers and measure their sexuality to lead to the most actionable insights for your brand.
In today's political and social climate it is especially important for marketers to understand culture from a diverse lens when planning advertising.
How much disparity exists between the jobs we dream of and the jobs we'll most likely get? We polled more than 400 teenagers to find out.
Women in the world of advertising and market research owe a great debt to Jean Wade Rindlaub and the many other women who have paved the path we pursue.

lowercased:
as researchers, we can employ a few different behavioral economic techniques to help ensure that people are more honest when taking our surveys.
marketers of the world take note: being inclusive pays off. make sure your campaigns are illuminated by the power of inclusion and diversity so that the power of people itself makes your brands’ connections to them impactful.
there has recently been much discussion about the use of social media in market research, and how it can be applied to pharma research.
it is important to understand the most appropriate way to speak to lgbtq consumers and measure their sexuality to lead to the most actionable insights for your brand.
in today's political and social climate it is especially important for marketers to understand culture from a diverse lens when planning advertising.
how much disparity exists between the jobs we dream of and the jobs we'll most likely get? we polled more than 400 teenagers to find out.
women in the world of advertising and market research owe a great debt to jean wade rindlaub and the many other women who have paved the path we pursue.


text:
Kidneys that respond so well to Lasix is very good news! The mucositis, as you say, will be temporary, and I know you’re grateful for the wonders of Fentanyl.
I saw in the recent labs a WBC of 0, so I’m sure even a blip on that scale will be welcome news – I will visualize her new white cells heading directly to for her GI tract.
I agree with Mara as her cuteness shines right through.
Thinking of you all and all that you are going through. Lifting up prayers each day!!

lowercased:
kidneys that respond so well to lasix is very good news! the mucositis, as you say, will be temporary, and i know you’re grateful for the wonders of fentanyl.
i saw in the recent labs a wbc of 0, so i’m sure even a blip on that scale will be welcome news – i will visualize her new white cells heading directly to for her gi tract.
i agree with mara as her cuteness shines right through.
thinking of you all and all that you are going through. lifting up prayers each day!!


text:
Are you fed up of running low on cash before your next payday? Does it always seem as if there is some kind of unexpected bill that just pops up and you wonder how on earth you are going to be able to pay it? These are stresses that we are all familiar with, and that is especially true when you are on San Castle lower based income bracket when money is always tight without you needing those added extras. However, there is no need for you to worry about it any longer, or even try to think about where the cash can come from as the answer is here in front of you.
Payday loans are fast, & easy to get a quote on In San Castle , Florida.
This is thee essence of San Castle and it’s best type of quality loan, it is one of the easiest out there on the Alabama market, and the best part is the way in which it focuses on your ability to pay back the loan right now rather than what has gone on in the past. After all, why should you be continually punished for previous issues if your financial situation has improved since then? All that we are concerned with is that you meet the qualifying criteria with your application as that is the most important thing of all for us in San Castle . But then, you are probably thinking that interest rates are high and that it means you will be paying back a load of cash for even a small loan in Florida, but allow us to explain things better. The figures you see for the interest rates on the loan are for the year, but the key is you are not taking them out for a year. Instead, payday loans are designed to help tide you over to your next payday which is when you pay it back, or even pay it back in two or three instalments if that is better for you. In other words, you are taking out the loan for a short period of time, so the interest that you pay is significantly lower than you think making it far more affordable.
The simple answer is to complete the form on our website in order to get the ball rolling with your San Castle loan quotes. You will get a reply and status of your quote almost immediately and if your application is indeed successful, then the money can be moved into your account before you know it. Yes, it really is as easy as that, so the time of you having to worry about your financial problems is now in the past.

lowercased:
are you fed up of running low on cash before your next payday? does it always seem as if there is some kind of unexpected bill that just pops up and you wonder how on earth you are going to be able to pay it? these are stresses that we are all familiar with, and that is especially true when you are on san castle lower based income bracket when money is always tight without you needing those added extras. however, there is no need for you to worry about it any longer, or even try to think about where the cash can come from as the answer is here in front of you.
payday loans are fast, & easy to get a quote on in san castle , florida.
this is thee essence of san castle and it’s best type of quality loan, it is one of the easiest out there on the alabama market, and the best part is the way in which it focuses on your ability to pay back the loan right now rather than what has gone on in the past. after all, why should you be continually punished for previous issues if your financial situation has improved since then? all that we are concerned with is that you meet the qualifying criteria with your application as that is the most important thing of all for us in san castle . but then, you are probably thinking that interest rates are high and that it means you will be paying back a load of cash for even a small loan in florida, but allow us to explain things better. the figures you see for the interest rates on the loan are for the year, but the key is you are not taking them out for a year. instead, payday loans are designed to help tide you over to your next payday which is when you pay it back, or even pay it back in two or three instalments if that is better for you. in other words, you are taking out the loan for a short period of time, so the interest that you pay is significantly lower than you think making it far more affordable.
the simple answer is to complete the form on our website in order to get the ball rolling with your san castle loan quotes. you will get a reply and status of your quote almost immediately and if your application is indeed successful, then the money can be moved into your account before you know it. yes, it really is as easy as that, so the time of you having to worry about your financial problems is now in the past.


text:
Lord, search my heart, show me who I am without you.
Today, I lost it with my kids.
Yesterday, I wished I had a bigger house.
Sunday, I blamed my husband for my big mess up.
I see my desk covered with papers. They’re tumbling off, pressing against the walls and pouring out the windows like an avalanche. The stones have shattered my mirrors and cracked the tile floors.
A man is coming. He’s collecting my papers…one by one.
A man is coming. He lifts the heavy stones, balancing them on his back.
There’s something else on his back too.
He leaves my house and painstakingly searches for my neighbors. They have a collection of papers and stones… just like me.
Not everyone lets him in. They sit atop their stones clutching their mass of papers and weep.
It breaks my heart. I know it breaks His more.
Now the man begins his climb. I know the story. You know the story. He carries his cross. I imagine him bearing the stones and crumpled papers scribbled with black sin.
He doesn’t drop anything. Not a single thing.
He grips my written sin; the soldiers hammer nails through his hands.
My selfishness: Nailed to the cross.
My arrogance: Nailed to the cross.
My apathy: Nailed to the cross.
Blood flows, drenching the papers in his hand, having wiped out the handwriting of requirements that was against me.
I watch every sin of my life nailed to the cross.
He took it all away, having nailed it to the cross.
He took it all away.
The only stone remaining was rolled away.
I have baby onesies with no pudgy legs to fill them. I have space where I hung dresses for a job I didn’t get.
Having empty space in our lives, doesn’t mean we’re called to endure emptiness. Once a woman wept outside an empty tomb and was met by the hope of the world.
Remember Mary, the shamed woman whose heart was seen by Jesus? In Him, she was most likely cherished for the first time. Then she witnessed the desire of her heart mocked, beaten, and nailed to a cross.
Mary’s new identity was mercilessly pinned to a piece of wood. Her hope was in Jesus. And now it hung lifeless for the whole world to see.
Our desires may be holy and epic! For me, wanting to adopt is that one desire I feel I’ve been watching die a gruesome death. It’s out of my hands. All I can do is stand aside and feel the fool for believing. Have you ever felt this way; that God entrusted you with a longing but it seems it’s a no-go?
I’m guessing Mary may have felt this way. She proclaimed the hope of the world had come, and the next day they rolled a stone sealing His grave.
Still, she knelt outside the tomb, where her unmet expectations lay buried and dead.
Dying to self is a true death. And it’s OK to treat it that way. As long as we don’t forget: We worship a God of resurrection!
Mary went to Jesus’ tomb, terrified and confused to find it hollow. She pleaded with the angels, asking where they’d taken him. (John 20:11-18). It’s not that she wanted Jesus to be dead, but it’s what she expected.
Sometimes, we’re so busy focusing on the hollowness of a situation…we miss the hallelujah!
We’re so much like Mary. If we’ve watched a desire of our heart be abused and buried, we visit the grave expecting it to stay that way forever.
We forget what hope looks like. When this happens, we can miss it staring us in the face.
But the world lies. There’s always a resurrection! Whatever’s lifeless, looks different after revival.
Jesus looked different. He was glorified. (Philippians 2:20-21) I think it’s why Mary didn’t recognize Him right away.
It’s the same with the desires of our hearts. It’s not that they aren’t lovely, but God has something planned to take our breath away! Something we haven’t considered. Something impossible.
This. Is. Faith. Standing outside a graveyard and believing resurrection will come.
We’re completing our Foster Certification. Something mind you, we said we’d NEVER do. God, through the past five years of loss and frustration, has been tirelessly crafting our powdered dreams into something completely different than what we expected to see. The idea of becoming Foster Parents was our equivalent of Mary mistaking Jesus for the gardener. We initially flipped out, “Where have you taken our dead dream?!!” I just wanted to remain face down, ugly crying like Mary.
Sometimes, it’s easier to sit in disappointment then to step into the unknown. This is a big unknown for us! But I know the sweet face of hope. I refuse to mistake Him.
We’re approaching a desolate space and expecting the impossible to happen.
We’re expecting God to resurrect all that was lost.
We’re expecting desires to look different.
Standing right in front of us, could be the glorified, holy, resurrected will for our lives.
“The mini-van sliding door of shame.” It’s a thing. You know, when you drop your kids at school, all humanity is watching, the door slides open, and two McDonald’s cups, a gazillion goldfish crackers and one muddy soccer cleat avalanche before an audience of teachers and students. Yeah. It’s a bummer.
“My car’s been way worse!” she giggled.
Let’s be honest, we’re all in the same mini-van. Let’s give grace as a free gift to each other. We have the power to turn someone’s shame into relieved acceptance by simply acknowledging -we’re actually human, too!
As we enter into a new school season, be the first to encourage another Mamma if she’s having a, “trash-just-rolled-out-of-my-car,” kind of day. She may be hitting some speed bumps you’re unaware of.
Sit with her in the space she feels “less-than”.
Give grace freely. It costs you nothing.

lowercased:
lord, search my heart, show me who i am without you.
today, i lost it with my kids.
yesterday, i wished i had a bigger house.
sunday, i blamed my husband for my big mess up.
i see my desk covered with papers. they’re tumbling off, pressing against the walls and pouring out the windows like an avalanche. the stones have shattered my mirrors and cracked the tile floors.
a man is coming. he’s collecting my papers…one by one.
a man is coming. he lifts the heavy stones, balancing them on his back.
there’s something else on his back too.
he leaves my house and painstakingly searches for my neighbors. they have a collection of papers and stones… just like me.
not everyone lets him in. they sit atop their stones clutching their mass of papers and weep.
it breaks my heart. i know it breaks his more.
now the man begins his climb. i know the story. you know the story. he carries his cross. i imagine him bearing the stones and crumpled papers scribbled with black sin.
he doesn’t drop anything. not a single thing.
he grips my written sin; the soldiers hammer nails through his hands.
my selfishness: nailed to the cross.
my arrogance: nailed to the cross.
my apathy: nailed to the cross.
blood flows, drenching the papers in his hand, having wiped out the handwriting of requirements that was against me.
i watch every sin of my life nailed to the cross.
he took it all away, having nailed it to the cross.
he took it all away.
the only stone remaining was rolled away.
i have baby onesies with no pudgy legs to fill them. i have space where i hung dresses for a job i didn’t get.
having empty space in our lives, doesn’t mean we’re called to endure emptiness. once a woman wept outside an empty tomb and was met by the hope of the world.
remember mary, the shamed woman whose heart was seen by jesus? in him, she was most likely cherished for the first time. then she witnessed the desire of her heart mocked, beaten, and nailed to a cross.
mary’s new identity was mercilessly pinned to a piece of wood. her hope was in jesus. and now it hung lifeless for the whole world to see.
our desires may be holy and epic! for me, wanting to adopt is that one desire i feel i’ve been watching die a gruesome death. it’s out of my hands. all i can do is stand aside and feel the fool for believing. have you ever felt this way; that god entrusted you with a longing but it seems it’s a no-go?
i’m guessing mary may have felt this way. she proclaimed the hope of the world had come, and the next day they rolled a stone sealing his grave.
still, she knelt outside the tomb, where her unmet expectations lay buried and dead.
dying to self is a true death. and it’s ok to treat it that way. as long as we don’t forget: we worship a god of resurrection!
mary went to jesus’ tomb, terrified and confused to find it hollow. she pleaded with the angels, asking where they’d taken him. (john 20:11-18). it’s not that she wanted jesus to be dead, but it’s what she expected.
sometimes, we’re so busy focusing on the hollowness of a situation…we miss the hallelujah!
we’re so much like mary. if we’ve watched a desire of our heart be abused and buried, we visit the grave expecting it to stay that way forever.
we forget what hope looks like. when this happens, we can miss it staring us in the face.
but the world lies. there’s always a resurrection! whatever’s lifeless, looks different after revival.
jesus looked different. he was glorified. (philippians 2:20-21) i think it’s why mary didn’t recognize him right away.
it’s the same with the desires of our hearts. it’s not that they aren’t lovely, but god has something planned to take our breath away! something we haven’t considered. something impossible.
this. is. faith. standing outside a graveyard and believing resurrection will come.
we’re completing our foster certification. something mind you, we said we’d never do. god, through the past five years of loss and frustration, has been tirelessly crafting our powdered dreams into something completely different than what we expected to see. the idea of becoming foster parents was our equivalent of mary mistaking jesus for the gardener. we initially flipped out, “where have you taken our dead dream?!!” i just wanted to remain face down, ugly crying like mary.
sometimes, it’s easier to sit in disappointment then to step into the unknown. this is a big unknown for us! but i know the sweet face of hope. i refuse to mistake him.
we’re approaching a desolate space and expecting the impossible to happen.
we’re expecting god to resurrect all that was lost.
we’re expecting desires to look different.
standing right in front of us, could be the glorified, holy, resurrected will for our lives.
“the mini-van sliding door of shame.” it’s a thing. you know, when you drop your kids at school, all humanity is watching, the door slides open, and two mcdonald’s cups, a gazillion goldfish crackers and one muddy soccer cleat avalanche before an audience of teachers and students. yeah. it’s a bummer.
“my car’s been way worse!” she giggled.
let’s be honest, we’re all in the same mini-van. let’s give grace as a free gift to each other. we have the power to turn someone’s shame into relieved acceptance by simply acknowledging -we’re actually human, too!
as we enter into a new school season, be the first to encourage another mamma if she’s having a, “trash-just-rolled-out-of-my-car,” kind of day. she may be hitting some speed bumps you’re unaware of.
sit with her in the space she feels “less-than”.
give grace freely. it costs you nothing.


text:
An Extraordinary General Meeting of Shareholders of TCP International Holdings Ltd. will be held at our offices at 325 Campus Drive, Aurora, Ohio 44202 on October 16, 2017, at 11:00 a.m., Eastern Daylight Time. Except as the context otherwise requires, “TCP,” “we”, “our Company” and “us,” as used in the attached proxy statement, refers to TCP International Holdings Ltd.
The Board of Directors proposes that BDO Ltd, Zurich, Switzerland, be elected as our Swiss independent auditor for 2016 and 2017.
2.Taking note of the resignations of Ellis Yan and Zhaoling Yan effective on February 1, 2017.
The Board of Directors proposes that the Extraordinary General Meeting takes note of the resignations of Ellis Yan and Zhaoling Yan as directors of the Company with effect as of February 1, 2017.
All holders of our common shares that are registered in our share register with voting rights at the close of business on September 26, 2017 are entitled to vote at the Extraordinary General Meeting and any postponements of the meeting. The attached proxy statement and the accompanying proxy card(s) are being sent to shareholders on or about September 29, 2017. Notice of the Extraordinary General Meeting will also be published in the Swiss Official Gazette of Commerce.
Please date, sign and return the enclosed proxy card(s) in the enclosed envelope as promptly as possible or, if you hold your shares through an intermediary such as a bank, broker or other nominee, vote your shares by following the voting instructions you receive from your bank, broker or other nominee so that your shares may be represented at the Extraordinary General Meeting and voted in accordance with your wishes.
Admission to the Extraordinary General Meeting will be by admission ticket only. If you are a shareholder whose shares are registered in the share register as entitled to vote and you plan to attend the meeting, please check the appropriate box on the proxy card. In all cases, retain the top portion of the proxy card as your admission ticket to the Extraordinary General Meeting. If you are a shareholder whose shares are held through an intermediary, such as a bank, broker or other nominee, please follow the instructions in the attached proxy statement to obtain an admission ticket.
Your vote is important. Whether or not you expect to attend the Extraordinary General Meeting, please promptly return your signed proxy card in the enclosed envelope. If you hold shares through an intermediary such as a bank, broker or other nominee promptly direct the voting of your shares by telephone or internet or any other method described in the instructions you receive from your broker.
This summary highlights information contained in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Shareholders who are registered as shareholders with voting rights as of the Record Date are entitled to vote.
Presence at the Extraordinary General Meeting, in person or by proxy, of shareholders holding at least 1/3 of our shares registered with voting rights.
• The approval of Agenda Item 1 requires the affirmative vote of at least an absolute majority of the shares represented at the Extraordinary General Meeting.
• Agenda Item 2 does not require an affirmative vote, but does require the formal taking of note of the item at the meeting.
Admission to the Extraordinary General Meeting will be by admission ticket only.
• The top portion of the enclosed proxy card is the admission ticket for shareholders of record entitled to vote.
• Beneficial owners with shares held through an intermediary, such as a bank, broker or other nominee, should request admission tickets by writing to TCP International Holdings, Ltd., 325 Campus Drive, Aurora, Ohio 44202, United States, Attention: Chief Financial Officer and include proof of beneficial share ownership, such as a copy of a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding such shares, confirming beneficial ownership of such shares as of the Record Date.
This proxy statement is being furnished to our shareholders in connection with the solicitation by the board of directors of TCP International Holdings Ltd. (the "Company") of proxies to be voted by the independent proxy at the Extraordinary General Meeting of Shareholders to be held on October 16, 2017 (which we refer to as the “Extraordinary General Meeting”), and any postponements thereof, at the time and place and for the purposes set forth in the accompanying Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders. This proxy statement and the accompanying proxy card are being sent to shareholders on or about September 29, 2017. If you own registered shares, please date, sign and return all proxy cards to ensure that all of your shares are represented at the Extraordinary General Meeting.
If your shares are registered in our share register in your name, you may vote by written proxy or in person (including through a legal representative authorized by a written power of attorney) at the Extraordinary General Meeting.
Shares represented by valid proxies will be voted in accordance with the instructions provided by the proxies. You may revoke your proxy by signing another proxy card with a later date and returning it to us prior to the Extraordinary General Meeting or attending the meeting in person and casting a ballot.
Our board of directors has fixed the close of business on September 26, 2017, as the record date for determination of shareholders entitled to vote at the Extraordinary General Meeting and any postponements thereof. There were 29,242,603 shares registered with voting rights outstanding as of September 26, 2017.
Admission to the Extraordinary General Meeting will be by admission ticket only. For shareholders of record entitled to vote, the top portion of the enclosed proxy card is your admission ticket. Beneficial owners with shares held through an intermediary, such as a bank, broker or other nominee, should request admission tickets by writing to TCP International Holdings Ltd., 325 Campus Drive, Aurora, Ohio 44202, United States, Attention: Chief Financial Officer, and include proof of beneficial share ownership, such as a copy of a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding your shares, confirming your beneficial ownership of such shares as of the record date of September 26, 2017.
Important Notice Regarding the Availability of Proxy Statement for the Extraordinary General Meeting of Shareholders to be held on October 16, 2017. This proxy statement and our other SEC filings are available at: http\\ www.tcpi.com.
The Extraordinary General Meeting will be held at 11:00 a.m., Eastern Daylight Time on October 16, 2017 at our offices on 325 Campus Drive, Aurora, Ohio 44202.
Shareholders who are registered as shareholders with voting rights at the close of business on September 26, 2017, as shown in our share register, are entitled to vote, or to grant proxies to vote, at the Extraordinary General Meeting. If you acquire shares after the record date, you will not be entitled to vote those shares.
Under our Articles of Association (as amended), only shareholders who are shareholders registered with voting rights in our share register are entitled to vote. If you hold your shares in street name, you can direct your bank, broker, other nominee or other shareholder of record how to vote your shares as described below.
If your shares are registered directly in our share register in your name, you are considered to be the “shareholder of record” for those shares. The Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders, proxy statement and proxy card documents have been sent directly to you by us.
If your shares are held in street name in a stock brokerage account or by a bank or other shareholder of record, you are considered the “beneficial owner” of shares held in street name. The Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders, proxy statement and proxy card documents have been forwarded to you by your bank, broker, other nominee or other shareholder of record. As the beneficial owner, you have the right to direct your bank, broker, other nominee or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting. It is then up to your bank, broker, other nominee or other holder of record to make sure your shares are represented and voted at the Extraordinary General Meeting.
Our Articles of Association require the presence of a quorum for the Extraordinary General Meeting. The presence at the Extraordinary General Meeting, in person or by proxy, of shareholders holding at least 1/3 of our shares registered with voting rights will constitute a quorum. Abstentions and uninstructed shares will be counted as present for purposes of determining the presence or absence of a quorum at the Extraordinary General Meeting.
If you hold shares in street name through an intermediary, such as a bank, broker or other nominee, you will receive voting instructions from that firm. Your bank, broker, other nominee or other shareholder of record may allow you to direct the voting of your shares by methods other than by mail, including by Internet or telephone. Please check the voting instruction form(s) provided to you by such person to see if they offer Internet or telephone voting.
On June 30, 2015, Proxy Voting Services GmbH was appointed by the Ordinary General Meeting to serve as the independent proxy. On September 15, 2017, Proxy Voting Services GmbH resigned as the independent proxy and Taft Stettinius & Hollister LLP with offices located at 200 Public Square #3500, Cleveland, OH 44114, was appointed by our Board of Directors to act as independent proxy as required under Swiss law. At the Extraordinary General Meeting, Taft Stettinius & Hollister LLP (or, if Taft Stettinius & Hollister LLP is incapable of acting as independent proxy, another independent proxy appointed by our Board of Directors) will act as independent proxy as required under Swiss law.
If you have timely submitted your properly executed proxy card(s), your shares will be voted as indicated. If you have timely submitted your properly executed proxy card(s) but your voting instructions on any of the proposals are not clear, your shares will not be voted.
Taft Stettinius & Hollister LLP, the independent proxy, will vote on each proposal in this proxy statement (and on other matters properly presented for consideration at the Extraordinary General Meeting, if any) as instructed on the proxy card. We are not aware of any matters that are expected to come before the Extraordinary General Meeting other than those described in the Notice of and Invitation to Attend the Extraordinary General Meeting of Shareholders and this proxy statement.
Each outstanding share registered in our share register as a share with voting rights is entitled to one vote at the Extraordinary General Meeting. Shareholders can vote “for,” “against” or “abstain” on each proposal.
Please mark your proxy card, date and sign it, and return it in the enclosed envelope. If you misplaced your business reply envelope, you should mail your proxy card to TCP International Holdings Ltd., 325 Campus Drive, Aurora, Ohio 44202, United States, Attention: Chief Financial Officer. Please date, sign and return all proxy cards that have been mailed to you to ensure that all of your shares are represented at the Extraordinary General Meeting.
If you appoint a proxy, you may revoke that proxy at any time before it is voted at the Extraordinary General Meeting. You may do this by signing another proxy card with a later date and returning it to TCP International Holdings Ltd., 325 Campus Drive, Aurora, Ohio 44202, United States, Attention: Chief Financial Officer, prior to the meeting or attending the meeting in person and casting a ballot or by appointing a representative to cast a ballot at the meeting. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee in revoking any previously granted proxy.
We will bear the expense of preparing, printing and mailing this proxy statement and the accompanying material. Solicitation of individual shareholders may be made by mail, personal interviews, telephone, facsimile, email or other telecommunications by our officers and regular employees who will receive no additional compensation for such activities.
Under Swiss law, our shareholders must elect an independent auditor for certain tasks, including the audit of our consolidated financial statements as well as our statutory financial statements. Such independent auditor must be registered with the commercial register in Switzerland and admitted by the Federal Auditor Supervisory Board of Switzerland. Our prior Swiss independent auditor, KPMG AG, Zug, Switzerland, has resigned. Therefore our Audit Committee has recommended that our Board of Directors propose, and our Board so proposes that BDO Ltd, Zurich, Switzerland, be elected as our Swiss independent auditors for the years ending December 31, 2016 and 2017. A representative of BDO USA, LLP ("BDO") will attend the Extraordinary General Meeting and will be available to respond to appropriate questions and to make a statement if he or she so desires.
OUR SWISS INDEPENDENT AUDITOR FOR THE YEARS ENDING DECEMBER 31, 2016 AND 2017.
If the election of BDO Ltd. as our Swiss independent auditor is approved by our shareholders, the Audit Committee intends to appoint BDO to serve as our independent registered public accounting firm for the years ending December 31, 2016 and 2017. BDO USA, LLP is the U.S. independent member firm and BDO Ltd. is the Swiss independent member firm of BDO International Limited. If appointed, BDO will be engaged to conduct an audit of our consolidated financial statements, which will be included in our Annual Report on Form 10-K for the years ending December 31, 2016 and December 31, 2017. If BDO is appointed as our independent registered public accounting firm, we will disclose the appointment on a Current Report on Form 8-K filed with the SEC.
On February 14, 2017, we received notification from KPMG LLP (“KPMG”), which was our independent registered public accounting firm, advising us of KPMG’s resignation as our independent registered public accounting firm upon completion of their audit of our financial statements for the year ended December 31, 2015, and the issuance of their report thereon. KPMG will not issue their audit report for the year ended December 31, 2015, until the completion of the audit of the Company's financial statements as of and for the year ended December 31, 2016, by a successor independent registered public accounting firm.
The audit reports of KPMG on our consolidated financial statements as of and for the years ended December 31, 2014, and 2013, 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. KPMG has not issued any report on our financial statements for the fiscal years ended December 31, 2015 or 2016. During our two most recent fiscal years, and the subsequent interim period through February 14, 2017, there were (1) no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused KPMG to make reference thereto in KPMG’s reports on the financial statements for such years; and (2) no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, except for the matters set forth herein. We will authorize KPMG to respond fully to the inquiries of the successor independent registered public accounting firm.
As previously reported in our Current Report on Form 8-K, dated November 5, 2015, and in our subsequent Exchange Act filings and press releases, we have been unable to complete the filing of our Annual Reports on Form 10-K for the years ended December 31, 2015 and December 31, 2016, or our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2015, March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2017 and June 30, 2017 due to delays caused by our Audit Committee investigation. The Audit Committee of our Board of Directors conducted an internal investigation into certain payments made by our former Chairman, Ellis Yan, his violation of his separation agreement, and potential related party transactions involving our former Vice Chairman, Zhaoling Yan.
We concluded that certain actions of Ellis and Zhaoling Yan identified in the Audit Committee investigation resulted in a material weakness in the effectiveness of our internal control over financial reporting. During the course of its engagement, KPMG expressed to our management and the Audit Committee its concern that the actions of the Ellis and Zhaoling Yan resulted in an inappropriate tone at the top. To address the material weakness, we have been pursuing a remediation plan, part of which has included the previously announced resignations of Ellis and Zhaoling Yan as directors and officers of the Company and the naming of a new Senior Vice President of Operations to oversee our manufacturing facilities in China and our international supply chain.
The foregoing disclosure was substantially included in our Current Report on Form 8-K dated February 21, 2017, prior to which we provided KPMG with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in that Current Report on Form 8-K and requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether KPMG agrees with the statements made by us in that Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of KPMG’s letter, dated February 21, 2017, is filed as Exhibit 16.1 to that Current Report on Form 8-K.
The following table presents fees for audit services rendered by KPMG for the audit of our financial statements for the years ended December 31, 2015 and 2016, and the fees for other services rendered by KPMG during those periods. The audit for 2015 has not yet been completed and only preliminary work on the 2016 audit was started but work ceased due to the resignation.
Fees for audit services billed for 2016 and 2015 consisted of the audit of the annual financial statements; reviews of the quarterly financial statements; and statutory and regulatory audits.
Fees for tax services billed in 2016 and 2015 consisted of assistance with tax planning and compliance in certain foreign jurisdictions.
Fees for all other services consisted of subscription fees to accounting and financial reporting research software.
Consistent with SEC policies regarding auditor independence, our Audit Committee has responsibility for appointing, approving the compensation of, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee has established a policy to review and approve in advance any services provided by the Company’s independent registered public accounting firm, as described in the charter of our Audit Committee. If an independent registered public accounting firm is appointed, the Audit Committee will pre-approve the cost of the audits of 2016 and 2017 that our independent registered public accounting firm would perform for the Company in 2017 and 2018.
Ellis Yan and Zhaoling Yan resigned as members of the Board of Directors of the Company with effect as of February 1, 2017. They are still registered in the commercial register of the Canton of Zug as directors of the Company. Under Swiss law, when the originals of the resignation letters cannot be produced to the commercial register, the deletion of Ellis and Zhaoling Yan in the commercial register only can be effected if the Extraordinary General Meeting formally takes notice of their resignations.
THE BOARD OF DIRECTORS WITH EFFECT AS OF FEBRUARY 1, 2017.
all of our directors and senior management as a group.
Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Common shares that are subject to warrants or stock options that are presently exercisable or exercisable within 60 days of September 7, 2017, are deemed to be outstanding and beneficially owned by the person holding the warrants or stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person. Percentage ownership is based on 29,242,603 common shares outstanding on September 7, 2017.
Except as indicated in the footnotes to this table, each shareholder in the table has sole voting and investment power over our common shares shown as beneficially owned by it. Those shareholders that own 5% or more of our outstanding common shares do not have different voting rights from our other shareholders.
(1) Based on a Schedule 13D filed with the SEC on January 22, 2016, jointly on behalf of Ellis Yan, Zhaoling Yan, Cherry Plus Limited, and the David Yan’s Trust established by a deed of settlement dated June 16, 2014. The mailing address for each shareholder is c/o Ira Kaplan, Benesh, Friedlander, Coplan & Aronoff LLP, 200 Public Square, Suite 2300, Cleveland, OH 44114. All 6,822,632 common shares beneficially owned by Zhaoling Yan are held by Cherry Plus Limited. Cherry Plus Limited is controlled by David Yan’s Trust, a trust formed for the benefit of David Yan, who is the son of Zhaoling Yan. Based on the Schedule 13D, each of Zhaoling Yan, David Yan’s Trust and Cherry Plus Limited may be deemed to be beneficial owners of, and have shared voting and dispositive power with respect to, 6,822,632 common shares held by Cherry Plus Limited.
(2) Lillian Yan is the beneficiary of the trust and is the daughter of Ellis Yan. The trust’s address is c/o Ira Kaplan, Benesh, Friedlander, Coplan & Aronoff LLP, 200 Public Square, Ste. 2300, Cleveland, Ohio 44114.
(3) The mailing address for this director or officer is c/o TCP International Holdings Ltd., 325 Campus Drive, Aurora, Ohio 44202, United States.
As of September 7, 2017, 13,810,798 of our outstanding common shares are held by two record holders in the United States, representing 47.3% of our total outstanding shares.
The SEC permits a single proxy statement to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This procedure, referred to as "householding," reduces the volume of duplicate information that shareholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.
Our Board of Directors is not aware of any matters that are expected to come before the Extraordinary General Meeting other than those described in this proxy statement and the Notice of and Invitation to Attend the Extraordinary General Meeting of shareholders. If other matters should properly come before the meeting, the independent proxy will vote the proxies in accordance with the instructions received. In the absence of instructions, the respective shares will not be voted.
Because audits of our 2015 and 2016 consolidated financial statements have not been completed, we have been unable to call and hold an ordinary general meeting of shareholders since 2015. We intend to call and hold an ordinary general meeting of shareholders as promptly as practicable after completing the filing of our delinquent periodic reports with the SEC. When we schedule an ordinary general meeting of shareholders, we will provide notice of the date fixed for the meeting, as well as the deadline for submitting shareholder proposals for such meeting to be included in our proxy statement. To be considered eligible for inclusion in our proxy statement, a proposal must conform to the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

lowercased:
an extraordinary general meeting of shareholders of tcp international holdings ltd. will be held at our offices at 325 campus drive, aurora, ohio 44202 on october 16, 2017, at 11:00 a.m., eastern daylight time. except as the context otherwise requires, “tcp,” “we”, “our company” and “us,” as used in the attached proxy statement, refers to tcp international holdings ltd.
the board of directors proposes that bdo ltd, zurich, switzerland, be elected as our swiss independent auditor for 2016 and 2017.
2.taking note of the resignations of ellis yan and zhaoling yan effective on february 1, 2017.
the board of directors proposes that the extraordinary general meeting takes note of the resignations of ellis yan and zhaoling yan as directors of the company with effect as of february 1, 2017.
all holders of our common shares that are registered in our share register with voting rights at the close of business on september 26, 2017 are entitled to vote at the extraordinary general meeting and any postponements of the meeting. the attached proxy statement and the accompanying proxy card(s) are being sent to shareholders on or about september 29, 2017. notice of the extraordinary general meeting will also be published in the swiss official gazette of commerce.
please date, sign and return the enclosed proxy card(s) in the enclosed envelope as promptly as possible or, if you hold your shares through an intermediary such as a bank, broker or other nominee, vote your shares by following the voting instructions you receive from your bank, broker or other nominee so that your shares may be represented at the extraordinary general meeting and voted in accordance with your wishes.
admission to the extraordinary general meeting will be by admission ticket only. if you are a shareholder whose shares are registered in the share register as entitled to vote and you plan to attend the meeting, please check the appropriate box on the proxy card. in all cases, retain the top portion of the proxy card as your admission ticket to the extraordinary general meeting. if you are a shareholder whose shares are held through an intermediary, such as a bank, broker or other nominee, please follow the instructions in the attached proxy statement to obtain an admission ticket.
your vote is important. whether or not you expect to attend the extraordinary general meeting, please promptly return your signed proxy card in the enclosed envelope. if you hold shares through an intermediary such as a bank, broker or other nominee promptly direct the voting of your shares by telephone or internet or any other method described in the instructions you receive from your broker.
this summary highlights information contained in this proxy statement. it does not contain all information that you should consider, and you should read the entire proxy statement carefully before voting.
shareholders who are registered as shareholders with voting rights as of the record date are entitled to vote.
presence at the extraordinary general meeting, in person or by proxy, of shareholders holding at least 1/3 of our shares registered with voting rights.
• the approval of agenda item 1 requires the affirmative vote of at least an absolute majority of the shares represented at the extraordinary general meeting.
• agenda item 2 does not require an affirmative vote, but does require the formal taking of note of the item at the meeting.
admission to the extraordinary general meeting will be by admission ticket only.
• the top portion of the enclosed proxy card is the admission ticket for shareholders of record entitled to vote.
• beneficial owners with shares held through an intermediary, such as a bank, broker or other nominee, should request admission tickets by writing to tcp international holdings, ltd., 325 campus drive, aurora, ohio 44202, united states, attention: chief financial officer and include proof of beneficial share ownership, such as a copy of a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding such shares, confirming beneficial ownership of such shares as of the record date.
this proxy statement is being furnished to our shareholders in connection with the solicitation by the board of directors of tcp international holdings ltd. (the "company") of proxies to be voted by the independent proxy at the extraordinary general meeting of shareholders to be held on october 16, 2017 (which we refer to as the “extraordinary general meeting”), and any postponements thereof, at the time and place and for the purposes set forth in the accompanying notice of and invitation to attend the extraordinary general meeting of shareholders. this proxy statement and the accompanying proxy card are being sent to shareholders on or about september 29, 2017. if you own registered shares, please date, sign and return all proxy cards to ensure that all of your shares are represented at the extraordinary general meeting.
if your shares are registered in our share register in your name, you may vote by written proxy or in person (including through a legal representative authorized by a written power of attorney) at the extraordinary general meeting.
shares represented by valid proxies will be voted in accordance with the instructions provided by the proxies. you may revoke your proxy by signing another proxy card with a later date and returning it to us prior to the extraordinary general meeting or attending the meeting in person and casting a ballot.
our board of directors has fixed the close of business on september 26, 2017, as the record date for determination of shareholders entitled to vote at the extraordinary general meeting and any postponements thereof. there were 29,242,603 shares registered with voting rights outstanding as of september 26, 2017.
admission to the extraordinary general meeting will be by admission ticket only. for shareholders of record entitled to vote, the top portion of the enclosed proxy card is your admission ticket. beneficial owners with shares held through an intermediary, such as a bank, broker or other nominee, should request admission tickets by writing to tcp international holdings ltd., 325 campus drive, aurora, ohio 44202, united states, attention: chief financial officer, and include proof of beneficial share ownership, such as a copy of a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding your shares, confirming your beneficial ownership of such shares as of the record date of september 26, 2017.
important notice regarding the availability of proxy statement for the extraordinary general meeting of shareholders to be held on october 16, 2017. this proxy statement and our other sec filings are available at: http\\ www.tcpi.com.
the extraordinary general meeting will be held at 11:00 a.m., eastern daylight time on october 16, 2017 at our offices on 325 campus drive, aurora, ohio 44202.
shareholders who are registered as shareholders with voting rights at the close of business on september 26, 2017, as shown in our share register, are entitled to vote, or to grant proxies to vote, at the extraordinary general meeting. if you acquire shares after the record date, you will not be entitled to vote those shares.
under our articles of association (as amended), only shareholders who are shareholders registered with voting rights in our share register are entitled to vote. if you hold your shares in street name, you can direct your bank, broker, other nominee or other shareholder of record how to vote your shares as described below.
if your shares are registered directly in our share register in your name, you are considered to be the “shareholder of record” for those shares. the notice of and invitation to attend the extraordinary general meeting of shareholders, proxy statement and proxy card documents have been sent directly to you by us.
if your shares are held in street name in a stock brokerage account or by a bank or other shareholder of record, you are considered the “beneficial owner” of shares held in street name. the notice of and invitation to attend the extraordinary general meeting of shareholders, proxy statement and proxy card documents have been forwarded to you by your bank, broker, other nominee or other shareholder of record. as the beneficial owner, you have the right to direct your bank, broker, other nominee or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting. it is then up to your bank, broker, other nominee or other holder of record to make sure your shares are represented and voted at the extraordinary general meeting.
our articles of association require the presence of a quorum for the extraordinary general meeting. the presence at the extraordinary general meeting, in person or by proxy, of shareholders holding at least 1/3 of our shares registered with voting rights will constitute a quorum. abstentions and uninstructed shares will be counted as present for purposes of determining the presence or absence of a quorum at the extraordinary general meeting.
if you hold shares in street name through an intermediary, such as a bank, broker or other nominee, you will receive voting instructions from that firm. your bank, broker, other nominee or other shareholder of record may allow you to direct the voting of your shares by methods other than by mail, including by internet or telephone. please check the voting instruction form(s) provided to you by such person to see if they offer internet or telephone voting.
on june 30, 2015, proxy voting services gmbh was appointed by the ordinary general meeting to serve as the independent proxy. on september 15, 2017, proxy voting services gmbh resigned as the independent proxy and taft stettinius & hollister llp with offices located at 200 public square #3500, cleveland, oh 44114, was appointed by our board of directors to act as independent proxy as required under swiss law. at the extraordinary general meeting, taft stettinius & hollister llp (or, if taft stettinius & hollister llp is incapable of acting as independent proxy, another independent proxy appointed by our board of directors) will act as independent proxy as required under swiss law.
if you have timely submitted your properly executed proxy card(s), your shares will be voted as indicated. if you have timely submitted your properly executed proxy card(s) but your voting instructions on any of the proposals are not clear, your shares will not be voted.
taft stettinius & hollister llp, the independent proxy, will vote on each proposal in this proxy statement (and on other matters properly presented for consideration at the extraordinary general meeting, if any) as instructed on the proxy card. we are not aware of any matters that are expected to come before the extraordinary general meeting other than those described in the notice of and invitation to attend the extraordinary general meeting of shareholders and this proxy statement.
each outstanding share registered in our share register as a share with voting rights is entitled to one vote at the extraordinary general meeting. shareholders can vote “for,” “against” or “abstain” on each proposal.
please mark your proxy card, date and sign it, and return it in the enclosed envelope. if you misplaced your business reply envelope, you should mail your proxy card to tcp international holdings ltd., 325 campus drive, aurora, ohio 44202, united states, attention: chief financial officer. please date, sign and return all proxy cards that have been mailed to you to ensure that all of your shares are represented at the extraordinary general meeting.
if you appoint a proxy, you may revoke that proxy at any time before it is voted at the extraordinary general meeting. you may do this by signing another proxy card with a later date and returning it to tcp international holdings ltd., 325 campus drive, aurora, ohio 44202, united states, attention: chief financial officer, prior to the meeting or attending the meeting in person and casting a ballot or by appointing a representative to cast a ballot at the meeting. if you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee in revoking any previously granted proxy.
we will bear the expense of preparing, printing and mailing this proxy statement and the accompanying material. solicitation of individual shareholders may be made by mail, personal interviews, telephone, facsimile, email or other telecommunications by our officers and regular employees who will receive no additional compensation for such activities.
under swiss law, our shareholders must elect an independent auditor for certain tasks, including the audit of our consolidated financial statements as well as our statutory financial statements. such independent auditor must be registered with the commercial register in switzerland and admitted by the federal auditor supervisory board of switzerland. our prior swiss independent auditor, kpmg ag, zug, switzerland, has resigned. therefore our audit committee has recommended that our board of directors propose, and our board so proposes that bdo ltd, zurich, switzerland, be elected as our swiss independent auditors for the years ending december 31, 2016 and 2017. a representative of bdo usa, llp ("bdo") will attend the extraordinary general meeting and will be available to respond to appropriate questions and to make a statement if he or she so desires.
our swiss independent auditor for the years ending december 31, 2016 and 2017.
if the election of bdo ltd. as our swiss independent auditor is approved by our shareholders, the audit committee intends to appoint bdo to serve as our independent registered public accounting firm for the years ending december 31, 2016 and 2017. bdo usa, llp is the u.s. independent member firm and bdo ltd. is the swiss independent member firm of bdo international limited. if appointed, bdo will be engaged to conduct an audit of our consolidated financial statements, which will be included in our annual report on form 10-k for the years ending december 31, 2016 and december 31, 2017. if bdo is appointed as our independent registered public accounting firm, we will disclose the appointment on a current report on form 8-k filed with the sec.
on february 14, 2017, we received notification from kpmg llp (“kpmg”), which was our independent registered public accounting firm, advising us of kpmg’s resignation as our independent registered public accounting firm upon completion of their audit of our financial statements for the year ended december 31, 2015, and the issuance of their report thereon. kpmg will not issue their audit report for the year ended december 31, 2015, until the completion of the audit of the company's financial statements as of and for the year ended december 31, 2016, by a successor independent registered public accounting firm.
the audit reports of kpmg on our consolidated financial statements as of and for the years ended december 31, 2014, and 2013, 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. kpmg has not issued any report on our financial statements for the fiscal years ended december 31, 2015 or 2016. during our two most recent fiscal years, and the subsequent interim period through february 14, 2017, there were (1) no disagreements with kpmg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of kpmg would have caused kpmg to make reference thereto in kpmg’s reports on the financial statements for such years; and (2) no reportable events, as defined in item 304(a)(1)(v) of regulation s-k, except for the matters set forth herein. we will authorize kpmg to respond fully to the inquiries of the successor independent registered public accounting firm.
as previously reported in our current report on form 8-k, dated november 5, 2015, and in our subsequent exchange act filings and press releases, we have been unable to complete the filing of our annual reports on form 10-k for the years ended december 31, 2015 and december 31, 2016, or our quarterly reports on form 10-q for the quarters ended september 30, 2015, march 31, 2016, june 30, 2016, september 30, 2016, march 31, 2017 and june 30, 2017 due to delays caused by our audit committee investigation. the audit committee of our board of directors conducted an internal investigation into certain payments made by our former chairman, ellis yan, his violation of his separation agreement, and potential related party transactions involving our former vice chairman, zhaoling yan.
we concluded that certain actions of ellis and zhaoling yan identified in the audit committee investigation resulted in a material weakness in the effectiveness of our internal control over financial reporting. during the course of its engagement, kpmg expressed to our management and the audit committee its concern that the actions of the ellis and zhaoling yan resulted in an inappropriate tone at the top. to address the material weakness, we have been pursuing a remediation plan, part of which has included the previously announced resignations of ellis and zhaoling yan as directors and officers of the company and the naming of a new senior vice president of operations to oversee our manufacturing facilities in china and our international supply chain.
the foregoing disclosure was substantially included in our current report on form 8-k dated february 21, 2017, prior to which we provided kpmg with a copy of the disclosures required by item 304(a) of regulation s-k contained in that current report on form 8-k and requested that kpmg furnish the company with a letter addressed to the securities and exchange commission stating whether kpmg agrees with the statements made by us in that current report on form 8-k and, if not, stating the respects in which it does not agree. a copy of kpmg’s letter, dated february 21, 2017, is filed as exhibit 16.1 to that current report on form 8-k.
the following table presents fees for audit services rendered by kpmg for the audit of our financial statements for the years ended december 31, 2015 and 2016, and the fees for other services rendered by kpmg during those periods. the audit for 2015 has not yet been completed and only preliminary work on the 2016 audit was started but work ceased due to the resignation.
fees for audit services billed for 2016 and 2015 consisted of the audit of the annual financial statements; reviews of the quarterly financial statements; and statutory and regulatory audits.
fees for tax services billed in 2016 and 2015 consisted of assistance with tax planning and compliance in certain foreign jurisdictions.
fees for all other services consisted of subscription fees to accounting and financial reporting research software.
consistent with sec policies regarding auditor independence, our audit committee has responsibility for appointing, approving the compensation of, and overseeing the work of our independent registered public accounting firm. in recognition of this responsibility, our audit committee has established a policy to review and approve in advance any services provided by the company’s independent registered public accounting firm, as described in the charter of our audit committee. if an independent registered public accounting firm is appointed, the audit committee will pre-approve the cost of the audits of 2016 and 2017 that our independent registered public accounting firm would perform for the company in 2017 and 2018.
ellis yan and zhaoling yan resigned as members of the board of directors of the company with effect as of february 1, 2017. they are still registered in the commercial register of the canton of zug as directors of the company. under swiss law, when the originals of the resignation letters cannot be produced to the commercial register, the deletion of ellis and zhaoling yan in the commercial register only can be effected if the extraordinary general meeting formally takes notice of their resignations.
the board of directors with effect as of february 1, 2017.
all of our directors and senior management as a group.
beneficial ownership of shares is determined in accordance with the rules of the sec and generally includes any shares over which a person exercises sole or shared voting or investment power. common shares that are subject to warrants or stock options that are presently exercisable or exercisable within 60 days of september 7, 2017, are deemed to be outstanding and beneficially owned by the person holding the warrants or stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person. percentage ownership is based on 29,242,603 common shares outstanding on september 7, 2017.
except as indicated in the footnotes to this table, each shareholder in the table has sole voting and investment power over our common shares shown as beneficially owned by it. those shareholders that own 5% or more of our outstanding common shares do not have different voting rights from our other shareholders.
(1) based on a schedule 13d filed with the sec on january 22, 2016, jointly on behalf of ellis yan, zhaoling yan, cherry plus limited, and the david yan’s trust established by a deed of settlement dated june 16, 2014. the mailing address for each shareholder is c/o ira kaplan, benesh, friedlander, coplan & aronoff llp, 200 public square, suite 2300, cleveland, oh 44114. all 6,822,632 common shares beneficially owned by zhaoling yan are held by cherry plus limited. cherry plus limited is controlled by david yan’s trust, a trust formed for the benefit of david yan, who is the son of zhaoling yan. based on the schedule 13d, each of zhaoling yan, david yan’s trust and cherry plus limited may be deemed to be beneficial owners of, and have shared voting and dispositive power with respect to, 6,822,632 common shares held by cherry plus limited.
(2) lillian yan is the beneficiary of the trust and is the daughter of ellis yan. the trust’s address is c/o ira kaplan, benesh, friedlander, coplan & aronoff llp, 200 public square, ste. 2300, cleveland, ohio 44114.
(3) the mailing address for this director or officer is c/o tcp international holdings ltd., 325 campus drive, aurora, ohio 44202, united states.
as of september 7, 2017, 13,810,798 of our outstanding common shares are held by two record holders in the united states, representing 47.3% of our total outstanding shares.
the sec permits a single proxy statement to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. each shareholder continues to receive a separate proxy card. this procedure, referred to as "householding," reduces the volume of duplicate information that shareholders receive and reduces mailing and printing expenses. a number of brokerage firms have instituted householding.
our board of directors is not aware of any matters that are expected to come before the extraordinary general meeting other than those described in this proxy statement and the notice of and invitation to attend the extraordinary general meeting of shareholders. if other matters should properly come before the meeting, the independent proxy will vote the proxies in accordance with the instructions received. in the absence of instructions, the respective shares will not be voted.
because audits of our 2015 and 2016 consolidated financial statements have not been completed, we have been unable to call and hold an ordinary general meeting of shareholders since 2015. we intend to call and hold an ordinary general meeting of shareholders as promptly as practicable after completing the filing of our delinquent periodic reports with the sec. when we schedule an ordinary general meeting of shareholders, we will provide notice of the date fixed for the meeting, as well as the deadline for submitting shareholder proposals for such meeting to be included in our proxy statement. to be considered eligible for inclusion in our proxy statement, a proposal must conform to the requirements of rule 14a-8 under the securities exchange act of 1934, as amended.


text:
Did you know you can get cash for your trash? At Scrap Metal Dealer Modderfontein we will give you money for your scrap metal and our pay rates are the best in town!
At Scrap Metal Dealer Modderfontein we are always looking to improve our customer services by getting constant feedback and that is part of the reason why most clients work with us!
At Scrap Metal Dealer Modderfontein we are always ready to help you out with all your scrap metal needs, make sure you get in touch with us for scrap metal dealers you can trust!

lowercased:
did you know you can get cash for your trash? at scrap metal dealer modderfontein we will give you money for your scrap metal and our pay rates are the best in town!
at scrap metal dealer modderfontein we are always looking to improve our customer services by getting constant feedback and that is part of the reason why most clients work with us!
at scrap metal dealer modderfontein we are always ready to help you out with all your scrap metal needs, make sure you get in touch with us for scrap metal dealers you can trust!


text:
Wren and Martin's monumental work High School English Grammar and Composition now appears in two editions. One is a deluxe edition, illustrated in full-color, and the other is an ordinary edition without illustrations.
revised every four or five years and most extensively in 1999.
To read other English Grammar books click here- "English Grammar Books"

lowercased:
wren and martin's monumental work high school english grammar and composition now appears in two editions. one is a deluxe edition, illustrated in full-color, and the other is an ordinary edition without illustrations.
revised every four or five years and most extensively in 1999.
to read other english grammar books click here- "english grammar books"


text:
A NORDIC Walking course or residents who want to improve their fitness and enjoy the countryside at the same time are being launched in Great Dunmow.
Nordic Walking involves using poles to give the whole body a strenuous workout and is becoming ever more popular in Britain. More than 300,000 people have tried the sport since it was introduced from Scandinavia in 2004.
It exercises the upper body muscles as well as the legs in the same way as a cross-trainer at the gym, with the poles helping to propel the walker along. It’s a bit like the walking equivalent of mountain biking – because although the walker is working harder their fatigue factor is reduced due to the support they receive from the poles.
The Great Dunmow course starts on Thursday (July 11) and runs every Thursday for four weeks until and including until Thursday August 8.
Walkers should meet at the Dourdan Pavilion on The Causeway. The walks start at 9.30am and last until 10.30am.
The course is delivered by the Uttlesford District Council’s qualified Nordic walking instructor Paul Goddard. He said: “Nordic walking is an extremely effective form of exercise and the fastest-growing fitness activity in the world.
“Due to the use of ski poles the fitness benefits of Nordic walking are vastly elevated from normal brisk walking.
All the equipment required for the course is included in the £39 fee, which includes a free Uttlesford District Nordic Walking Card worth £20 and a £5 discount voucher for use at Nordic Walking UK.
Participants should feel confident about walking four miles or more, and should bring suitable footwear and clothing for walking in the countryside.

lowercased:
a nordic walking course or residents who want to improve their fitness and enjoy the countryside at the same time are being launched in great dunmow.
nordic walking involves using poles to give the whole body a strenuous workout and is becoming ever more popular in britain. more than 300,000 people have tried the sport since it was introduced from scandinavia in 2004.
it exercises the upper body muscles as well as the legs in the same way as a cross-trainer at the gym, with the poles helping to propel the walker along. it’s a bit like the walking equivalent of mountain biking – because although the walker is working harder their fatigue factor is reduced due to the support they receive from the poles.
the great dunmow course starts on thursday (july 11) and runs every thursday for four weeks until and including until thursday august 8.
walkers should meet at the dourdan pavilion on the causeway. the walks start at 9.30am and last until 10.30am.
the course is delivered by the uttlesford district council’s qualified nordic walking instructor paul goddard. he said: “nordic walking is an extremely effective form of exercise and the fastest-growing fitness activity in the world.
“due to the use of ski poles the fitness benefits of nordic walking are vastly elevated from normal brisk walking.
all the equipment required for the course is included in the £39 fee, which includes a free uttlesford district nordic walking card worth £20 and a £5 discount voucher for use at nordic walking uk.
participants should feel confident about walking four miles or more, and should bring suitable footwear and clothing for walking in the countryside.


text:
Liked DKDBEM4’s post in the thread Krys' Graphics.
Replied to the thread POI question.
Quote from ManyFireman: “Doesn't have a mission related to it? ” Some of them are just imported and translated from the German version so they may be used there but not here.
Liked hawker5’s post in the thread Krys' Graphics.
Best of luck in your Studies Krys. You have done some great work here. Much appreciated.
Liked letsgohope12’s post in the thread Forum Exclusives!.
We’ve got a minor update on the way about EMS Rescues! Your fly-Cars will be able to take a break in the next day or so.
Replied to the thread Forum Exclusives!.
Ahh okay. Must've missed it lol Yeah def. Always room for more.

lowercased:
liked dkdbem4’s post in the thread krys' graphics.
replied to the thread poi question.
quote from manyfireman: “doesn't have a mission related to it? ” some of them are just imported and translated from the german version so they may be used there but not here.
liked hawker5’s post in the thread krys' graphics.
best of luck in your studies krys. you have done some great work here. much appreciated.
liked letsgohope12’s post in the thread forum exclusives!.
we’ve got a minor update on the way about ems rescues! your fly-cars will be able to take a break in the next day or so.
replied to the thread forum exclusives!.
ahh okay. must've missed it lol yeah def. always room for more.


text:
JOLIET, Ill. -- Police have identified the three people who were found shot to death Thursday after a house party in Joliet.
The victims are Anthony McGee and Gabriella Rueda, both from West Chicago, and Emmanuel Hernandez Arroyo from Plainfield. All three victims were 22 years old.
They were found yesterday afternoon in a house in the 2000 block of Great Falls Drive.
Police are investigating the deaths as homicides. They're asking anyone with information to call police.

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joliet, ill. -- police have identified the three people who were found shot to death thursday after a house party in joliet.
the victims are anthony mcgee and gabriella rueda, both from west chicago, and emmanuel hernandez arroyo from plainfield. all three victims were 22 years old.
they were found yesterday afternoon in a house in the 2000 block of great falls drive.
police are investigating the deaths as homicides. they're asking anyone with information to call police.


text:
There are only 7 days left to enter our #UPGRADEYOURSOUND Caraoke Contest!
Pick a song, hop in your car, and show us what you got for a chance to win a full factory integrated car audio system!
Check out the link in the bio for full contest details!

lowercased:
there are only 7 days left to enter our #upgradeyoursound caraoke contest!
pick a song, hop in your car, and show us what you got for a chance to win a full factory integrated car audio system!
check out the link in the bio for full contest details!


text:
We devoted ourselves in providing our customers the on-time delivery, superior quality and the most reasonable price Japan NSK UCP218D1 bearings.
ACES BEARING LIMITED could provide you enquiry for NSK UCP218D1 Pillow block bearings including availability,pricing, technical parameters.We have strong cooperation with brand bearings suppliers which have Large warehouse, inventory enough, great variety of most bearings. At the same time,ACES BEARING LIMITED are commited to offer you the fastest, most reliable quality and the most reasonable price for NSK UCP218D1 Pillow block bearings.In this way,we can help our customers achive your requirement of brand bearings.Regarding the price cheking.stock availability and product data sheet,please call or email us freely.

lowercased:
we devoted ourselves in providing our customers the on-time delivery, superior quality and the most reasonable price japan nsk ucp218d1 bearings.
aces bearing limited could provide you enquiry for nsk ucp218d1 pillow block bearings including availability,pricing, technical parameters.we have strong cooperation with brand bearings suppliers which have large warehouse, inventory enough, great variety of most bearings. at the same time,aces bearing limited are commited to offer you the fastest, most reliable quality and the most reasonable price for nsk ucp218d1 pillow block bearings.in this way,we can help our customers achive your requirement of brand bearings.regarding the price cheking.stock availability and product data sheet,please call or email us freely.


text:
David Carter might not be playing on Sunday’s Superbowl, but he will (like pretty much everyone else) be watching and snacking. Like a superstar, though, the free agent athlete will be eating only vegan treats during the big game.
The 300 pound athlete went vegan last year and he talked to plant-based website V-Lish.com about his snack choices for his Superbowl party. The three top picks were his very own 7-Layer Bean Dip recipe, a Creamy Cashew Queso, which according to Carter is “a super delicious way to pig out on healthy carbs and get important omega 3’s,” and Spicy Buffalo Cauliflower Wings.
You’re telling us we can not only have delicious vegan food on game day but get some vitamins while we’re at it?
Califlower wings, sounds great, will try.

lowercased:
david carter might not be playing on sunday’s superbowl, but he will (like pretty much everyone else) be watching and snacking. like a superstar, though, the free agent athlete will be eating only vegan treats during the big game.
the 300 pound athlete went vegan last year and he talked to plant-based website v-lish.com about his snack choices for his superbowl party. the three top picks were his very own 7-layer bean dip recipe, a creamy cashew queso, which according to carter is “a super delicious way to pig out on healthy carbs and get important omega 3’s,” and spicy buffalo cauliflower wings.
you’re telling us we can not only have delicious vegan food on game day but get some vitamins while we’re at it?
califlower wings, sounds great, will try.


text:
Very Positive (222) - 88% of the 222 user reviews in the last 30 days are positive.
Very Positive (20,758) - 90% of the 20,758 user reviews for this game are positive.
In today's Dev Diary, Tuscany talks about the upcoming bug fixing patch!
844 Curators have reviewed this product. Click here to see them.

lowercased:
very positive (222) - 88% of the 222 user reviews in the last 30 days are positive.
very positive (20,758) - 90% of the 20,758 user reviews for this game are positive.
in today's dev diary, tuscany talks about the upcoming bug fixing patch!
844 curators have reviewed this product. click here to see them.


text: November 1st, 2018 – The BVV – Brněnské výstaviště was built in the 1930’s, is the most prominent convention center in Central Europe, and is of great importance for our beloved city of Brno. The project consists of the creation of a complete new pavilion D and the reconstruction of the existing pavilion C, which dates from the 1950s. Our proposal responds to the radical transformation that the center is facing these days, in order to be more interconnected with the city and become an important space that won’t be used purely for exhibition purposes.

lowercased: november 1st, 2018 – the bvv – brněnské výstaviště was built in the 1930’s, is the most prominent convention center in central europe, and is of great importance for our beloved city of brno. the project consists of the creation of a complete new pavilion d and the reconstruction of the existing pavilion c, which dates from the 1950s. our proposal responds to the radical transformation that the center is facing these days, in order to be more interconnected with the city and become an important space that won’t be used purely for exhibition purposes.


text: 10 years ago today our beloved Pluto was demoted from the status of “planet” to “dwarf planet.” Below is an incredibly interesting article about the process behind Pluto’s demotion. In my opinion, it’s just like Pluto to be the source that is transforming the way the world looks at what defines a planet. To be sure though, the demotion isn’t changing the way astrologers interpret him and his powerful influence – the intense God of Transformation – the harbinger of death and rebirth – of a purified life re-born from ashes. Pluto is well loved in the astrological community, as well as the astronomical. The article below provides us with the image that you see above of Pluto with a large heart shaped land region discovered in 2015. (!) British astrologer Liz Greene recently said, “Demoting Pluto from a planet to a planetoid might be appropriate from an astronomical point of view, but it seems that Pluto isn’t paying a lot of attention to having his potency reduced on paper.” As an astrologer I couldn’t agree more. Pluto is one of the most potent and transformational energies available to us, and orbiting in a square aspect to Uranus since 2008, has been impacting our society, our politics, gender roles, violence, government, etc. – and prompting the personal transformation of countless lives. I’m certain that regardless of his scientific status afforded by humankind, Pluto, God of the Underworld, will continue his evolutionary mission. You’l love the article below.

lowercased: 10 years ago today our beloved pluto was demoted from the status of “planet” to “dwarf planet.” below is an incredibly interesting article about the process behind pluto’s demotion. in my opinion, it’s just like pluto to be the source that is transforming the way the world looks at what defines a planet. to be sure though, the demotion isn’t changing the way astrologers interpret him and his powerful influence – the intense god of transformation – the harbinger of death and rebirth – of a purified life re-born from ashes. pluto is well loved in the astrological community, as well as the astronomical. the article below provides us with the image that you see above of pluto with a large heart shaped land region discovered in 2015. (!) british astrologer liz greene recently said, “demoting pluto from a planet to a planetoid might be appropriate from an astronomical point of view, but it seems that pluto isn’t paying a lot of attention to having his potency reduced on paper.” as an astrologer i couldn’t agree more. pluto is one of the most potent and transformational energies available to us, and orbiting in a square aspect to uranus since 2008, has been impacting our society, our politics, gender roles, violence, government, etc. – and prompting the personal transformation of countless lives. i’m certain that regardless of his scientific status afforded by humankind, pluto, god of the underworld, will continue his evolutionary mission. you’l love the article below.