Attached files
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| EX-99.1 - GC China Turbine Corp. | v202026_ex99-1.htm |
| EX-10.1 - GC China Turbine Corp. | v202026_ex10-1.htm |
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 8,
2010
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GC
CHINA TURBINE CORP.
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(Exact
Name of Registrant as Specified in its
Charter)
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Nevada
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001-33442
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98-0536305
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(State
or Other
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(Commission
File Number)
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(IRS
Employer
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Jurisdiction
of Incorporation)
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Identification
No.)
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No.
86, Nanhu Avenue, East Lake Development Zone,
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Wuhan,
Hubei Province 430223
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People’s
Republic of China
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: +8627-8798-5051
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry
Into a Material Definitive Agreement
On
November 8, 2010, GC China Turbine Corp., a Nevada corporation (the “Company”),
entered into a Management Agreement with Ms. Ping Ye (the “Agreement”), whereby
Ms. Ye has agreed to serve as the Company’s Chief Financial Officer and perform
the customary duties and responsibilities implied by such
position. The material terms and conditions of Ms. Ye’s appointment
are more fully reported and detailed under Item 5.02 and incorporated herein by
reference.
Item
1.02. Termination of a Material Definitive
Agreement
As
previously disclosed on the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 15, 2010, the Company’s wholly-owned
subsidiary, Wuhan Guoce Nordic New Energy Co., Ltd. (“GC Nordic”) entered into
an Employment Agreement with Ms. Zhao Ying on September 30, 2009, whereby Ms.
Zhao was appointed the Chief Financial Officer of GC Nordic. In
connection with Ms. Zhao’s resignation, as disclosed in Item 5.02 below,
effective November 8, 2010 (the “Termination Date”), the Company and Ms. Zhao
mutually agreed to terminate Ms. Zhao Ying’s Employment
Agreement. As a result of the termination of the Employment
Agreement, all relationships between Ms. Zhao and the Company were terminated as
of the Termination Date.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
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(b)
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Resignation
of Ms. Zhao Ying
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Effective
November 8, 2010, Ms. Zhao resigned as the Company’s Chief Financial Officer and
from her position as Corporate Secretary.
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(c)
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Appointment
of Ms. Ping Ye
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Effective
upon Ms. Zhao Ying’s resignation, the Board of Directors appointed Ms. Ping Ye
to serve as the Company’s Chief Financial Officer pursuant to the terms and
conditions of the Agreement.
Professional History
- Ms. Ye
has over 15 years of general accounting, auditing and financial reporting
experience and most recently served as Chief Financial Officer of China
Environment Protection, Inc., (CNVP.OB), a People’s Republic of China-based
company listed on the OTCBB and engaged in the design, manufacture and
installation of water and sewage treatment equipment for environmental
protection purposes. Formerly, from 2007 to 2009, Ms. Ye held the
position of Vice President of Finance and Accounting of USI Holding Corporation
Colburn Insurance, a Goldman Sachs private equity portfolio
company. From 2005 to 2007, Ms. Ye served as Manager of Internal
Reporting at the Massachusetts Institute of Technology. Earlier, Ms.
Ye held various positions in accounting and finance at several global financial
service companies in both the United States and China. Ms. Ye is a
licensed certified public accountant in New York State and is a member of the
American Institute of Certified Public Accountants. Ms. Ye received
her MBA from the Wharton School, University of Pennsylvania, and has a Bachelor
of Business Administration from Baruch College (CUNY) in New York, New
York. Ms. Ye has no family relationships with any of the Company’s
directors or executive officers. Further, the Company is not aware of
any transaction requiring disclosure under Item 404(a) of Regulation
S-K.
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Compensation &
Term - Pursuant to the terms and conditions of the Agreement, Ms. Ye
shall be paid a monthly retainer of eight thousand three hundred and thirty
three dollars ($8,333). Additionally, Ms. Ye is eligible to receive
possible bonus compensation pursuant to an overtime arrangement and in
connection with certain material corporate transactions, all as set forth in the
Agreement. Further, it is contemplated that Ms. Ye will receive
certain non-qualified stock options to purchase Company stock pursuant to an
equity incentive plan approved by the Company’s Board of Directors; however, no
such stock options have been issued at this time and the Company has not yet
approved an equity incentive plan. The Agreement is effective as of
November 8, 2010 and will continue for six (6) months thereafter, unless
terminated sooner, after which the parties shall attempt to mutually agree to
the terms of an extension to the Agreement.
For
further information regarding Ms. Ye’s appointment as Chief Financial Officer,
please see the Agreement attached hereto as Exhibit 10.1 and incorporated herein
by reference. In connection with the Company’s entrance into the
Agreement and Ms. Ye’s appointment, on November 12, 2010, the Company issued a
press release announcing Ms. Ye’s appointment as Chief Financial Officer of the
Company. A copy of the press release is attached hereto as Exhibit
99.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial Statements and Exhibits
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Exhibit No.
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Exhibit Description
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10.1
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Management
Agreement with Ping Ye, dated November 8, 2010.
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99.1
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Press
Release dated November 12, 2010, announcing Ms. Ping Ye’s appointment as
Chief Financial Officer of the
Company.
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3
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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Date: November
12, 2010
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GC
CHINA TURBINE CORP.
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By:
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/s/ Qi Na
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Qi
Na
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Chief
Executive Officer
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