Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - CHINA ELECTRIC MOTOR, INC. | v189251_ex99-1.htm |
| EX-10.1 - DIRECTOR AGREEMENT - TONY SHEN - CHINA ELECTRIC MOTOR, INC. | v189251_ex10-1.htm |
| EX-10.2 - DIRECTOR AGREEMENT - JAMES M. LEE - CHINA ELECTRIC MOTOR, INC. | v189251_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 24, 2010
China
Electric Motor, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
001-34613
|
26-1357787
|
|
(State
or Other Jurisdiction
|
Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
of
Incorporation)
|
Sunna
Motor Industry Park, Jian’an, Fuyong Hi-Tech Park, Baoan District, Shenzhen,
Guangdong, China
(Address,
including zip code, off principal executive offices)
Registrant’s
telephone number, including area code: 86-755-81499 9969
(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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Resignation
of Director
On June
24, 2010, Shuiping Wang resigned as a director of the Company and as a member of
the Company’s Audit Committee, effective June 30, 2010.
Appointment
of Directors
On June
24, 2010, the Board of Directors of Company appointed Yue Wang, the Company’s
current Chief Executive Officer, James M. Lee and Tony Shen as directors of the
Company, effective July 1, 2010. Mr. Lee was also appointed to serve
as the chairman of the Company’s Nominating Committee. Mr. Shen was
appointed as the Chairman of the Audit Committee and as the Audit Committee
Financial Expert as defined under Item 407(d) of Regulation S-K. The
Board of Directors determined that Mr. Lee and Mr. Shen are independent
directors pursuant to the NASDAQ Marketplace Rules.
Yue Wang,
age 27, has served as Chief Executive Officer of the Company since March 2009
and as General Manager of Shenzhen YuePengCheng Motor Co., Ltd., a wholly-owned
subsidiary of the Company (“Shenzhen YPC”), since February
2006. Prior to serving as General Manager, Mr. Wang served as the
Vice General Manager of Shenzhen YPC from January 2005. Prior to
January 2005, Mr. Wang was a student at the University of Leeds in
London. Mr. Wang received a Bachelor of Arts degree in Business and
Economy from the University of Leeds in 2005. The Board of Directors
of the Company determined that Mr. Wang is qualified to serve as a director of
the Company due to his in-depth knowledge of the Company’s business acquired
through his service as the General Manager of Shenzhen YPC since February 2006
and the Company’s Chief Executive Officer.
There are
no arrangements or understandings between Mr. Wang and any other persons
pursuant to which Mr. Wang was selected as a director. Mr. Wang has
not been party to any transaction requiring disclosure pursuant to Item 404(a)
of Regulation S-K. Mr. Wang is the son of Fugui Wang, the Company’s
Chairman of the Board of Directors.
James M.
Lee, age 63, has served as a director of Apollo Solar Energy, Inc. (OTCBB: ASOE)
since March 2009. From June 1967 through June 2003, Mr. Lee served in
a number of different roles with Intel Corporation, including as Director of
Intel’s California Technology Lab and General Manager of Intel’s manufacturing
subsidiary in Shanghai. Mr. Lee a received a Bachelor of Science
degree in Electronic Engineering from the University of Illinois in 1967 and a
Master of Science Degree in Electronic Engineering from Syracuse University in
1971. The Board of Directors of the Company determined that Mr. Wang is
qualified to serve as a director of the Company due to his experience in
international business operations acquired from his service as the General
Manager of Intel Technology (China) Ltd. in Shanghai, China, as well as his
experience in working with the Chinese government and various suppliers in
China.
Tony
Shen, age 43, served as the Chief Financial Officer, Treasurer and Secretary of
China BAK Battery, Inc. (NASDAQ: CBAK) from August 2007 to April
2010. He served as the Vice President of Strategic Development
of China BAK Batter from May 2007 to August 2007. From 2006 to April
2007, Mr. Shen served as the Acting Chief Financial Officer of eLong Inc.
(NASDAQ: LONG). Mr. Shen served as an independent consultant to various
companies in China from 2005 to July 2006 and as the General Manager of Overseas
Investment Management from 2003 to 2004 for China Netcom Group Corp. (Hong Kong)
Ltd. (NYSE: CN). Prior to joining China Netcom, Mr. Shen served in several
senior finance roles at Solectron Corporation in the United States from 1999 to
2003. Mr. Shen received a BE in Electrical Engineering from Tsinghua University
and an MBA from Columbia Business School.
The
Company entered into director agreements with each of Mr. Lee and Mr. Shen
regarding their service as directors of the Company (the “Director
Agreements”). Pursuant to the Director Agreements, Mr. Lee and Mr.
Shen are entitled to a monthly fee of $1,500 during their terms as
directors. Mr. Shen will receive an additional $700 per month for his
service as the Chairman of the Audit Committee.
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The
Company will also reimburse Mr. Lee and Mr. Shen for all reasonable
out-of-pocket expenses incurred in attending any in-person board
meetings. The Company agreed that within five (5) business days after
the approval of an equity incentive plan by the Company’s stockholders (the
“Plan”), it will grant to each of Mr. Lee and Mr. Shen, in accordance with the
terms and conditions of the Plan, 20,000 shares of restricted common stock of
the Company (the “Director Shares”). Additional terms and conditions
of the Director Shares, including the vesting schedule of such shares, will be
determined by the Company’s Board of Directors in accordance with the Plan at
the time of the grant and set forth in stock grant agreements with the Company
and each of the directors.
There are
no arrangements or understandings between Mr. Lee or Mr. Shen and any other
persons pursuant to which they were selected as directors. Neither
Mr. Lee nor Mr. Shen has been party to any transaction requiring disclosure
pursuant to Item 404(a) of Regulation S-K. There are no family
relationships between Mr. Lee or Mr. Shen and any director or executive officer
of the Company.
Item
7.01 Regulation FD Disclosure.
On June
28, 2010, the Company issued a press release announcing the appointment of Mr.
Shen, Mr. Lee and Mr. Wang as directors of the Company.
A copy of
the June 28, 2010 press release is attached to this Current Report on Form 8-K
as Exhibit 99.1 and the information therein is incorporated herein by
reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
Director
Agreement with Tony Shen dated as of June 24, 2010.
|
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10.2
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Director
Agreement with James M. Lee dated as of June 24, 2010.
|
|
99.1
|
Press
Release dated June 28, 2010.
|
- 3
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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.
CHINA
ELECTRIC MOTOR, INC.
Date:
June 28, 2010
By:
/s/ Yue Wang
Name: Yue
Wang
Title: Chief
Executive Officer
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EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Director
Agreement with Tony Shen dated as of June 24, 2010.
|
|
|
10.2
|
Director
Agreement with James M. Lee dated as of June 24, 2010.
|
|
|
99.1
|
Press
Release dated June 28, 2010.
|
|
- 5 -