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 1934
Date of
Report (date of earliest event reported): March 23, 2010
Energroup
Holdings Corporation
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
|
000-32873
|
87-0420774
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
No.
9, Xin Yi Street, Ganjingzi District, Dalian City, Liaoning Province, PRC 116039
(Address
of principal executive offices and zip code)
+86
411 867 166 96
(Registrant's
telephone number including area code)
(Registrant's
former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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))
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On March 23, 2010, Ms. Shu Wang
submitted her resignation as a director of Energroup Holdings Corporation, a
Nevada corporation (the “Company”) to the Board of Directors, which accepted the
resignation on the same day. There were no disagreements between Ms. Wang and
the Company that resulted in her resignation.
On March 23, 2010, the Board of
Directors of the Company appointed Joe Levinson and Wenbing (Christopher) Wang
to serve as independent directors (collectively, the “New Independent
Directors”) as defined by Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq
Stock Market, Inc. (the “Nasdaq Marketplace Rules”). The Board of Directors
established an Audit Committee, a Nominating and Governance Committee and a
Compensation Committee. All of the New Independent Directors, together with Ms.
Shuying Wang, who currently serves as an independent director of the Company,
will serve on each committee. Mr. Levinson will serve as the Chairman
of the Audit Committee, Ms. Wang will serve as the Chairman of the Nominating
and Corporate Governance Committee, and Mr. Wang will serve as the Chairman of
the Compensation Committee.
The Board of Directors determined that
Joe Levinson possesses accounting or related financial management experience
that qualifies him as financially sophisticated within the meaning of Rule
5605(c)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee
financial expert” as defined by the rules and regulations of the Securities and
Exchange Commission.
Joe
Levinson has been a United States Certified Public Accountant for more
than 14 years. He speaks, reads and writes Chinese fluently and has vast
experience in China working with Chinese companies. He was previously
a Manager in the banking practice of the New York office of Deloitte and Touche
and was involved in numerous transactions involving complex financial
structures. He also previously worked at KPMG in New York and Hong
Kong. In the 1990s, Mr. Levinson served as an executive of Hong Kong
Stock Exchange-listed China Strategic Holdings, where his major responsibilities
included its subsidiary China Tire, one of the first Mainland Chinese companies
to list on the NYSE. Mr. Levinson graduated summa cum laude from the
University at Buffalo in 1994 with a double major in accounting and
finance.
Wenbing
(Christopher Wang) has served as President of Fushi Copperweld, Inc.,
(Nasdaq:FSIN) since January 21, 2008. He also served as Chief Financial Officer
of Fushi from December 2005 to August 2009 and has as interim Chief
Financial Officer since February 28, 2010. Prior to Fushi, Mr. Wang worked for
Redwood Capital, Inc., China Century Investment Corporation, Credit Suisse First
Boston and VCChina in various capacities. Fluent in both English and Chinese,
Mr. Wang holds an MBA in Finance and Corporate Accounting from Simon Business
School of the University of Rochester. Mr. Wang also currently serves as a
director of General Steel Holdings (NYSE: GSI), China Integrated Energy, Inc.
(Nasdaq: CBEH) and Orient Paper, Inc. (NYSE Amex: ONP).
In connection with the appointment,
each New Independent Director will enter into an Independent Director Agreement
with the Company for an initial term of one year. The Company and
each New Independent Director have agreed that each New Independent Director
shall receive, as compensation for their services, $24,000 in cash per annum,
payable in equal monthly installments of $2,000 over the course of the term and
shall be granted annually an option to purchase 20,000 shares of common stock of
the Company, vesting quarterly, in equal installments over the one-year term
with an exercise price equal to the closing price of the Company’s shares of
common stock quoted on Over-the-Counter Bulletin on the date of
grant.
There has been no transaction and there
is currently no transaction in which the Company was or is to be a participant
which exceeds $120,000, and in which either Mr. Levinson or Mr.
Wang had or will have a direct or indirect material
interest.
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SIGNATURE
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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Energroup
Holdings Corporation
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Dated: March
26, 2010
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By:
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/s/ Huashan Shi | |
| Name: Huashan Shi | |||
| Title: Chief Executive Officer and President | |||
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