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): May 28, 2010
Emerald
Acquisition Corporation
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Cayman
Islands
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000-52133
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N/A
|
|
(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION
NO.)
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No. 48 South Qingshui
Road
Laiyang
City,
Shandong
265200
People’s Republic of
China
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
+86
(535) 729-6152
(ISSUER
TELEPHONE NUMBER)
(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 the registrant under any of the following
provisions (see
General Instruction A.2. below):
o 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))
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Appointment
of Directors
On May
28, 2010, the Board of Directors of Emerald Acquisition Corporation (the
“Company”), comprising its sole director, Zhide Jiang, in accordance with
Section 88 of the Company’s Articles of Associations, elected Lili Jiang, Barry
Shapiro, MaoSen Cui and ChengRong Wang as directors of the Company. Barry
Shapiro, MaoSen Cui and ChengRong Wang (the “Independent Directors”) were each
elected to serve on the Board of Directors as an “independent director” as
defined by Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market,
Inc. (the “Nasdaq Marketplace Rules”).
Thereafter,
the entire Board of Directors, including the Independent Directors, on May 28,
2010:
(1)
confirmed the “independent director” status under the Nasdaq Marketplace Rules
of each of the Independent Directors;
(2)
approved the establishment of the Audit Committee, Compensation Committee, and
Governance and Nominating Committee of the Board of Directors; and
(3)
appointed three of the Independent Directors to each of the Audit Committee and
Governance and Nominating Committee, appointed one of the Independent Directors
to the Compensation Committee, and appointed Mr. Barry Shapiro as the Chair of
the Audit Committee, Mr. ChengRong Wang as the Chair of the Compensation
Committee and Mr. ChengRong Wang as the Chair of the Governance and Nominating
Committee.
The Board
of Directors also determined that Mr. Barry Shapiro possesses accounting or
related financial management experience that qualifies him as financially
sophisticated within the meaning of Rule 4350(d)(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.
The
biographical information regarding each of the new directors is listed
below:
Lili Jiang, Director. Ms.
Jiang has served as Deputy General Manager of Shandong Longkang Juice Co., Ltd.
since 2004. She obtained a master degree from University of Leicester in
business analysis and finance in 2004 and a bachelor degree from Yantai
University in business administration in 2000.
Barry Shapiro, Director, Chair of the
Audit Committee and Member of the Governance and Nominating Committee.
Since May 2010 Mr. Shapiro is a managing member of Roadside Transportation LLC,
a newly formed entity which is an authorized sales representative of an
unrelated provider of roadside assistance services. He is a Certified Public
Accountant licensed in Florida. Mr. Shapiro has been an audit partner since
February 2007 with McGladrey & Pullen, a licensed CPA firm that provides
assurance services and since September 2005 as a managing director with RSM
McGladrey, a professional services firm providing tax and consulting services.
In July 2009, Mr. Shapiro retired as a partner with McGladrey & Pullen and
as a managing director with RSM McGladrey. From 1990 through February 2007 he
was an audit partner with Millward & Co., an accounting and auditing firm in
Fort Lauderdale, Florida. In 1998, American Express Tax & Business Services
(TBS) acquired the tax and consulting practices of Millward & Co. and from
1998 to September 2005 he was a managing director of TBS.
Maosen Cui, Director, Member of the
Audit Committee and the Governance and Nominating Committee. Mr. Cui has
served as Professor and director of the Study and Research Department at Qingdao
Agriculture University since 2003. From 1988 to 2003, he was a teacher at the
Party School of Shandong Province. Mr. Cui obtained a master degree from Peking
University in economics in 1988 and a bachelor degree from Shandong Economic
College in 1985. Mr. Cui specializes in marketing, especially in brand planning,
developing and marketing. He published several books including Marketing and
more than 30 theses in the marketing area. He has mentored and instructed
marketing talents for many years, and several of his students are now actively
serving in various industries for Fortune 500 companies.
Chengrong Wang, Director, Member of
the Audit Committee, and Chair of the Compensation Committee and the Governance
and Nominating Committee. From November 1999 to the present, Mr. Wang
serves as the professor and director of the Study and Research Department of
deep processing technologies of the fruits and vegetables in Agriculture
University of Qingdao. From October 1993 to October 1999, he was the associate
professor of the Food Science and Technologies Department of Laiyang Agriculture
College. From September 1988 to February 1993, Mr. Wang served as a director of
the Teaching and Research Section of Fruits Storage and Processing Technologies,
Agriculture Department of Laiyang Agriculture College. From October 1993 to
October 1984, he was a teacher in the Agriculture Department of Laiyang
Agriculture College. Mr. Wang obtained a master degree in Agricultural products’
storage and processing technologies from Beijing Agricultural University in 1988
and a bachelor degree in fruits planting from Laiyang Agriculture College in
1982.
Mr. Wang
won the 2nd Prize
of Technical Invention of Shandong Province, awarded by the People’s Government
of Shandong province, regarding Apple Hybridization Technologies for High Acid
Degree. From 1999 to 2009, Mr. Wang was in charge of approximately 15 scientific
and technical research projects funded by national and provincial authorities
totaling 5 million RMB, including the Production and Processing Technologies of
Laiyang Pear, the Storage and Keeping Fresh Technologies of Laiyang Pear, and
Deep Processing Technologies of Laiyang Pear’s fruit.
Mr. Wang
wrote two books which are “Commercial Theories of Agriculture Products,”
published by China Agriculture Publishing House in August 2007 and “The
Integrated Applications of Agriculture Related Products,” published by China
Agriculture Publishing House in September 2009.
Related
Party Transactions
There are
no arrangements or understandings between any of the Independent Directors and
any other persons pursuant to which they were selected as directors. There are
no transactions between the Company and any Independent Director that would
require disclosure under Item 404(a) of Regulation S-K.
Family
Relationships
Lilijiang
is the daughter of Zhide Jiang, a principal stockholder, President, Chief
Executive Officer and Chairman of the Board of Directors of the
Company.
Employment
Agreements
Currently
we have not entered into any employment agreement with these newly appointed
directors. We plan to enter into director agreements with them by the end of
June 2010.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
None.
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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Emerald
Acquisition Corporation
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By:
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Zhide
Jiang
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Zhide
Jiang
President
and Chief Executive Officer
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Dated:
June 7, 2010