Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): November 30, 2009
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HOME
SYSTEM GROUP
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(Exact
name of registrant as specified in its
charter)
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Nevada
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000-49770
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43-1954776
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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Oceanic
Industry Park
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Sha
Gang Highway, Gang Kou Town, Zhongshan City
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Guangdong
Province, P.R. China
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(Address
of principal executive offices)
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347-624-5699
(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
November 30, 2009, Messrs. Yongzheng Xiao and Jiang Zhang resigned as members of
the Board of Directors (the “Board”) of Home System Group (the
“Company”). Messrs. Xiao and Zhang’s resignations were due to
personal reasons and not because of any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
On
November 30, 2009, the Board appointed Mr. Weiqui Li, a director of the Company,
as Chairman of the Board of the Company and Messrs. Yidong Xiao, Yiming Zhu and
Huafeng Chen as directors of the Company effective immediately. The
Board has determined that Messrs. Xiao, Zhu and Chen are independent directors
within the meaning set forth in the NYSE Amex rules, as currently in
effect. In connection with the appointment of the new directors to
the Board, the Company has agreed to pay each of Messrs. Xiao and Chen $30,000
per year and to pay Mr. Zhu $50,000 per year. In addition, the
Company established an Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee. Messrs. Xiao, Zhu and
Chen were appointed to serve and replacing Messrs. Zhang and Li on the Audit
Committee. Messrs. Xiao, Chen and Li were appointed to serve on the Compensation
Committee. Mr. Kinwai Cheung and Messrs. Xiao and Chen were appointed
to serve and replacing Messrs. Zhang and Li on the Nominating and Corporate
Governance Committee. The charters for each of these committees are
attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, to this Form
8-K. The Board has determined that all members of the Audit Committee
are independent directors under the applicable rules and regulations of the
Securities Exchange Act of 1934 (the “Exchange Act”) and each of them is able to
read and understand fundamental financial statements. The Board has
determined that Mr. Yidong Xiao qualifies as an “audit committee financial
expert” as defined in the Exchange Act and will act as the Chairman of the Audit
Committee. The biographical information regarding each of the new
directors is listed below:
Mr.
Huafeng Chen, 35, is a Chinese Certified Accountant-Medium Level. He
graduated from Hunan University with a degree in Accounting in July
1997. Since September 2004, he has been the director of Internal
Control department in China Nepstar Chain Drugstore Ltd., which is listed on
NYSE. He is in charge of the management of overall accounting
operations and internal system set up over the financial system. From
June 2002 to February 2004, he was the director of Internal Control department
and also the financial manager in accounting department in China Resources
Vanguard Co., Ltd, where he provided leadership in internal control system and
financial system management. From April 2000 to May 2002, he was a
project manager in Huatian Hotel Co., Ltd, where he oversaw projects’ cost
management and analysis.
Mr.
Yidong Xiao, 34, is a Chinese Certified Public Accountant and Certified Tax
Agent. He graduated from Hunan University with a degree in Accounting
in July 1996. Since November 2006, he has been the director of the
audit department in Shenzhen Yuanfeng Co., Ltd., a public accounting firm, where
he works as an auditor responsible for audits and verification of client
companies’ financial statements. Shenzhen Yuanfeng Co., Ltd. does not
provide any services to Home System Group. From November 2000 to
November 2006, Mr. Xiao was a senior manager in accounting department of Hunan
Yixin Chuanghui Co., Ltd. From September 1997 to October 2000, he
worked as a staff accountant in Guangzhou Xinda Industrial Co., Ltd., where he
was in charge of general accounting. From July 1996 to September
1997, he was an accountant in Hunan Hengyang Secondary Construction Engineering
Company Limited.
Mr.
Yiming Zhu, 47, is a Chinese Certified Accountant-Senior Level. He
graduated from Hangzhou Dianzi University with a degree in Economics in July,
1986 and in 1996, he received a Master degree in Construction Management from
the same school. Since 1988, he has been working in China Electronic
Corporation (“CEC”). CEC is the largest state-owned information
technology company in China, with over 60 subsidiaries around the
world. In September 2008, he was appointed to be the President of
Amoi Electronics Co., Ltd., one of the CEC’s subsidiaries, where he provides
executive leadership for the company’s strategy and operations with full income
responsibility. From April 2007 to September 2008, he was the Vice
President of Panda Electronics Group Co., Ltd, one of the subsidiaries of CEC,
where he oversaw the company’s accounting department and streamlined the
accounting and billing activities, improving efficiency and
profitability. From 1988 to 2007, Mr. Zhu worked in various financial
roles of increasing responsibility with CEC.
A copy of
the press release announcing the appointment of Messrs. Yidong Xiao, Yiming Zhu
and Huafeng Chen is attached hereto as Exhibit 99.4 and is incorporated by
reference herein.
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Item
8.01
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Other
Events.
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On
November 30, 2009, the Board adopted a charter for the governance of the Audit
Committee of the Board. The Committee is composed of directors from
the Board who are “independent” of management of the Company as provided by
applicable law and regulations. The members of the Audit Committee
are Messrs. Yidong Xiao, Yiming Zhu and Huafeng Chen. Mr. Xiao has been
appointed as the Chairman of the Audit Committee.
On
November 30, 2009, the Board adopted a charter for the creation and governance
of the Compensation Committee of the Board. The charter requires that
at least two members must be “non-employee directors” and “outside directors”
within the meaning of the Exchange Act and the Internal Revenue
Code. Employee directors are eligible to serve, in addition to the
outside directors. The Board selected two “independent and outside”
directors from the Board to serve on the Compensation Committee. Mr.
Weiqiu Li will serve as the Chairman of the Compensation Committee and Messrs.
Yidong Xiao and Huafeng Chen will serve as members of the Compensation
Committee.
On
November 30, 2009, the Board adopted a charter for the governance of the
Nominating and Corporate Governance Committee of the Board. Mr.
Kinwai Cheung will serve as the Chairman of the Nominating and Corporate
Governance Committee and Messrs. Yidong Xiao and Huafeng Chen will serve as
members of the Nominating and Corporate Governance Committee.
On
November 30, 2009, the Board also adopted a new Code of Conduct and Insider
Trading policy for the Company’s officers, directors and
employees. The Home System Group Code of Conduct and Home System
Group Statement of Policy on Insider Trading are attached hereto as Exhibits
99.5 and 99.6.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Charter
of the Audit Committee
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99.2
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Charter
of the Compensation Committee
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99.3
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Charter
of the Nominating and Corporate Governance Committee
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99.4
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Home
System Group Press Release dated December 1, 2009
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99.5
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Home
System Group Code of Conduct
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99.6
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Home
System Group Statement of Policy on Insider
Trading
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HOME
SYSTEM GROUP
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Date:
December 1, 2009
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By:
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/s/
Yu Lei
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Yu
Lei
Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Charter
of the Audit Committee
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99.2
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Charter
of the Compensation Committee
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99.3
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Charter
of the Nominating and Corporate Governance Committee
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99.4
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Home
System Group Press Release dated December 1, 2009
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99.5
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Home
System Group Code of Conduct
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99.6
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Home
System Group Statement of Policy on Insider
Trading
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