Attached files
| file | filename |
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| EX-23.1 - BIMI International Medical Inc. | v216060_ex23-1.htm |
| EX-31.2 - BIMI International Medical Inc. | v216060_ex31-2.htm |
| EX-31.1 - BIMI International Medical Inc. | v216060_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 2010
¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________to ______________
Commission File Number 000-50155
NF ENERGY SAVING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State of Incorporation)
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02-0563302
(I.R.S. Employer ID Number)
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3105, Tower C, 390 Qingnian Avenue, Heping District
Shenyang, P. R. China
(Address of Principal Executive Offices)
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110015
(Zip Code)
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(8624) 8563-1159
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
Common stock, $0.001 par value
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Name of Each Exchange on Which Registered
The NASDAQ Stock Market
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).
Yes ¨ No x
As of June 30, 2010, the aggregate market value of the common equity held by non-affiliates of the registrant was $17,777,117 based on the price of $6.38 per share which the registrant’s common stock was last sold..
As of February 28, 2011 there were 5,326,501 shares of the registrant’s common stock outstanding.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(3) Exhibits. The list of Exhibits filed as a part of this Form 10-K are set forth on the Exhibit Index immediately preceding such Exhibits and is incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
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NF ENERGY SAVING CORPORATION
(Registrant)
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Date: March 28, 2011
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By:
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/s/ Gang Li
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Gang Li
President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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Incorporated by
Reference to
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3.1
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Certificate of Incorporation
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Exhibits with the corresponding numbers filed with our registration statement on Form 10-SB filed January 17, 2003.
(File No. 000-50155).
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3.2
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Certificate of Amendment
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Exhibits submitted with our registration statement on Form 10-SB filed January 17, 2003.
(File No. 000-50155)
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3.3
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Certificate of Amendment to Certificate of Incorporation
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Exhibits submitted with our registration statement on Form 10-SB filed January 17, 2003. (File No. 000-50155)
Incorporated by reference from the Company’s Definitive Information Statement on Schedule 14C, filed July 23, 2009
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3.4
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Certificate of Amendment to Certificate of Incorporation
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on September 16, 2010
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3.5
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Bylaws
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Exhibits submitted with our registration statement on Form 10-SB filed January 17, 2003. (File No. 000-50155)
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10.1
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Form of Securities Purchase Agreement among NF Energy Saving Corporation of America, South World Ltd. (investor), Oriental United Resources Ltd. (investor), Mr. Gang Li (guarantor), Ms. Lihua Wang (guarantor), Pelaria International Ltd. (guarantor), and Cloverbay International Ltd. (guarantor)
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Exhibits submitted with our Current Report on Form 8-K/A filed April 30, 2008. (File No. 000-50155)
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10.2
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Form of Director Retainer Agreement with Mr. Mia Kuang Ching, including Proprietary Information and Inventions Agreement and Indemnity Agreement
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on August 12, 2009
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10.3
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Form of Director Retainer Agreement with Mr. Jianxin Wang, including Proprietary Information and Inventions Agreement and Indemnity Agreement
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on August 12, 2009
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10.4
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Form of Director Retainer Agreement with Mr. Zhongmin Wang, including Proprietary Information and Inventions Agreement and Indemnity Agreement
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on September 14, 2009
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10.5
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Form of Director Retainer Agreement with Mr. Jiuding Yan, including Proprietary Information and Inventions Agreement and Indemnity Agreement
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on September 14, 2009
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10.6
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Form of Director Retainer Agreement with Mr. John C. MacLean, including Proprietary Information and Inventions Agreement and Indemnity Agreement
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on September 14, 2009
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10.7
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Form of Securities Purchase Agreement (including form of Convertible Promissory Note and Form of Warrant
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Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 3, 2010
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14.1*
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Code of ethics of NF Energy Saving Corporation
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21.1*
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Subsidiaries of Registrant
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23.1**
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Consent of HKCMCPA Company Limited | |||
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31.1**
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14 of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2**
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
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32.2*
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
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*
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Filed on March 25, 2011.
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**
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Filed herewith.
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