Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - SINOHUB, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________________ to ________________
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Commission file number: 001- 34430
SINOHUB, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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87-0438200
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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6/F, Bldg 51, Rd 5, Qiongyu Blvd.
Technology Park, Nanshan District
Shenzhen, People’s Republic of China
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518057
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(Address of principal executive offices)
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(Zip Code)
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86 755 2661 2106
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained here, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller Reporting Company x
(Do not check if a smaller reporting company.)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x
The aggregate market value of common stock held by non-affiliates of SinoHub Inc at June 30, 2011, the last business day of the registrant’s most recently completed second quarter, was $26,627,987 based upon the number of shares held by non-affiliates of the registrant and the reported closing price of its common stock as of June 30, 2011 of $1.09 per share. The registrant does not have non-voting common stock outstanding. Shares of the Registrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
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Class
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Outstanding at February 29, 2012
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Common Stock, $0.001 par value per share
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33,454,903 shares
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DOCUMENTS INCORPORATED BY REFERENCE:
The Registrant incorporates by reference portions of its Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, which is expected to be filed no later than April 30, 2012, into Part III of this Form 10-K to the extent stated herein.
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EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (the ”Amended Filing”) to SinoHub, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on March 30, 2012 (the ”Original Filing”) is to furnish Exhibit 101 to the Form 10-K. Exhibit 101 consists of the following financial statements from the Annual Report on Form 10-K of SinoHub, Inc. for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language):
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
Except for the items noted above, no other information included in the Original Filing is being amended by this Amended Filing. Those sections of the Original Filing that are unaffected by the Amended Filing are not included herein. The Amended Filing continues to speak as of the date of the Original Filing and we have not updated the filing to reflect events occurring subsequently to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing.
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Index to Exhibits
The following documents are included as exhibits to this Form 10-K/A. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed with this Form 10-K/A or was filed with the Form 10-K of the Registrant filed on March 30, 2012.
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger by and among Liberty Alliance, Inc., a Delaware corporation, SinoHub Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, SinoHub, Inc., a Delaware corporation and Steven L. White, the principal stockholder of Liberty Alliance, Inc., dated May 12, 2008 (includes registration rights for the holders of shares subject to a lock-up) (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2008 and incorporated herein by reference).
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3.1
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Amendment and Amended and Restated Certificate of Incorporation of SinoHub, Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on October 24, 2008 and incorporated herein by reference).
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3.2
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Amended and Restated Bylaws of SinoHub, Inc., as amended by Amendment No. 1. (filed as Exhibit 3.3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on April 14, 2009 and incorporated herein by reference).
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4.1
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Form of Series A and B Common Stock Warrant (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2008 and incorporated herein by reference).
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4.2
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Form of Warrant (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2010 and incorporated herein by reference).
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4.3
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Form of Common Stock Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2011 and incorporated herein by reference).
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10.2
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Lease Agreement by and between Zhou Dan and SinoHub SCM Shanghai, Ltd. dated March 23, 2006 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2008 and incorporated herein by reference).
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10.3
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Lease Agreement dated July 2, 2010 between ORIX Asia Limited and B2B Chips, Limited (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010 and incorporated herein by reference).
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10.5
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Lease Contract dated August 10, 2008 between China Great Wall Computer Shenzhen Co., Ltd. and SinoHub SCM Shenzhen, Ltd. (filed as Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on December 17, 2008 and incorporated herein by reference).
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10.7
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Securities Purchase Agreement dated September 10, 2008, among SinoHub, Inc. and the investors listed on the Schedule of Buyers on Annex A (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2008 and incorporated herein by reference).
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4
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10.8
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Registration Rights Agreement dated September 10, 2008, among SinoHub, Inc. and the investors signatory thereto (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2008 and incorporated herein by reference).
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10.9
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Waiver and General Release Agreement dated December 30, 2008 among SinoHub, Inc. and the investors signatory thereto (filed as Exhibit 10.61 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.10
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Second Waiver and General Release Agreement dated February 19, 2009 among SinoHub, Inc. and the investors signatory thereto (filed as Exhibit 10.62 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.11
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Third Waiver Agreement dated March 6, 2009 among SinoHub, Inc. and the investors signatory thereto (filed as Exhibit 10.63 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.13
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Form of Non-Solicitation, Invention Assignment and Non-Disclosure Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 22, 2008 and incorporated herein by reference).
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10.14
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Trade Financing Loan between Shenzhen Branch, China Construction Bank and SinoHub SCM Shenzhen, Ltd. commencing on August 22, 2008 (filed as Exhibit 10.10 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.28
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Guaranty Agreement dated June 26, 2007 between SinoHub SCM Shenzhen, Ltd. and Shenzhen Hongfeng Paper Products Co. Limited (filed as Exhibit 10.24 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.29
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SinoHub, Inc. 2008 Stock Plan, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference).
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10.30
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SinoHub, Inc. 2000 Stock Plan (filed as Exhibit 10.26.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on April 14, 2009 and incorporated herein by reference).
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10.34
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Equity Transferring Agreement dated January 17, 2008 between SinoHub Electronics Shenzhen Ltd. and SinoHub SCM Shanghai Ltd (filed as Exhibit 10.30 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.35
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Equity Transferring Agreement dated April 10, 2008 between B2B Chips Limited and SinoHub Technology (Hong Kong) Limited (filed as Exhibit 10.31 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on March 17, 2009 and incorporated herein by reference).
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10.36
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Loan for Export Rebates Custody Account between Shenzhen Branch, China Construction Bank and SinoHub SCM Shenzhen, Ltd. commencing on May 12, 2008 (filed as Exhibit 10.32 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on April 14, 2009 and incorporated herein by reference).
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10.37
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Loan for Import Duties Custody Account between Shenzhen Branch, China Construction Bank and SinoHub SCM Shenzhen, Ltd. commencing on February 4, 2009 (filed as Exhibit 10.33 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on April 14, 2009 and incorporated herein by reference).
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5
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10.40
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Maximum Comprehensive Credit Contract dated May 18, 2010 between Shenzhen Branch of Jiangsu Bank Limited Company and SinoHub SCM Shenzhen, Ltd. (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).
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10.41
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Maximum L/C and Delivery Guarantee Agreement dated May 12, 2010 between Shenzhen Branch of Ningbo Bank Company Limited and SinoHub SCM Shenzhen, Ltd. (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).
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10.42
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Application for extension of Maximum L/C dated December 28, 2010 between Shenzhen Branch of Ningbo Bank Company Limited and SinoHub SCM Shenzhen, Ltd. (filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference.)
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10.43
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Form of Indemnification Agreement for Officers and Directors (filed as Exhibit 10.36 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on April 14, 2009 and incorporated herein by reference).
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10.44
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Registration Rights Agreement dated as of April 13, 2009, among SinoHub, Inc. and the stockholders signatory thereto (filed as Exhibit 10.37 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-154731) filed with the SEC on April 14, 2009 and incorporated herein by reference).
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10.49
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Lease dated December 10, 2009 between San On Investments No. 1 Limited and B2B Chips, Limited (filed as Exhibit 10.1 to Amendment No. 2 the Company’s Current Report on Form 8-K/A filed with the SEC on December 16, 2009 and incorporated herein by reference).
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10.50
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Side Letter dated December 10, 2009 between San On Investments No. 1 Limited and B2B Chips, Limited (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2009 and incorporated herein by reference).
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10.51
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Form of Restricted Share Award Agreement effective January 18, 2010 by and between SinoHub, Inc. and each of Henry T. Cochran, Lei Xia, and De Hai Li (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2010 and incorporated herein by reference).
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10.52
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Securities Purchase Agreement dated February 24, 2010, among SinoHub, Inc. and the Investors named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2010 and incorporated herein by reference).
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10.53
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Form of Registration Rights Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2010 and incorporated herein by reference).
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10.55
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Amendment to Securities Purchase Agreement dated February 26, 2010, among SinoHub, Inc. and the Investors and Additional Investors named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2010 and incorporated herein by reference).
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10.57
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Joinder Agreement to Registration Rights Agreement dated February 26, 2010, among SinoHub, Inc. and Paragon Capital LP (filed as Exhibit 10.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 3, 2010 and incorporated herein by reference).
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10.58
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Joinder Agreement to Registration Rights Agreement dated February 26, 2010, among SinoHub, Inc. and Jayhawk Private Equity Fund II, L.P. (filed as Exhibit 10.3 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 3, 2010 and incorporated herein by reference).
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10.59
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Joinder Agreement to Registration Rights Agreement dated February 26, 2010, among SinoHub, Inc. and Matthew Hayden. (filed as Exhibit 10.4 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 3, 2010 and incorporated herein by reference).
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6
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10.60
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Joinder Agreement to Securities Purchase Agreement dated February 26, 2010, among SinoHub, Inc. and Paragon Capital LP. (filed as Exhibit 10.5 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 3, 2010 and incorporated herein by reference).
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10.61
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Joinder Agreement to Securities Purchase Agreement dated February 26, 2010, among SinoHub, Inc. and Jayhawk Private Equity Fund II, L.P. (filed as Exhibit 10.6 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 3, 2010 and incorporated herein by reference).
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10.62
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Joinder Agreement to Securities Purchase Agreement dated February 26, 2010, among SinoHub, Inc. and Matthew Hayden (filed as Exhibit 10.7 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 3, 2010 and incorporated herein by reference).
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10.63
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Form of Restricted Stock Award Agreement (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference).
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10.64
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Form of Stock Option Award Agreement (U.S.) (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference).
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10.65
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Form of Stock Option Award Agreement (China) (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference).
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10.66
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Form of Securities Purchase Agreement dated March 16, 2011 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2011 and incorporated herein by reference)
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10.67
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Form of Escrow Agreement dated March 16, 2011 by and among SinoHub, Inc., Rodman & Renshaw, LLC and Signature Bank (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2011 and incorporated herein by reference)
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21.1*
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Subsidiaries of SinoHub, Inc.
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23.1*
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Consent of Baker Tilly Hong Kong Limited, independent registered public accounting firm.
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31.1*
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Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.**
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31.2*
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Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.**
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32.1*
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Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive Officer).**
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32.2*
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Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial Officer).**
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101***
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The following financial statements from this Annual Report on Form 10-K of SinoHub, Inc. for the year ended December 31, 2011 formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
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* Previously filed with the 10-K of the Registrant filed on March 30, 2012.
** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
*** Furnished with this Form 10-K/A.
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In accordance with 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, thereunto duly authorized.
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SINOHUB, INC.
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Date: March 30, 2012
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By:
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/s/ Henry T. Cochran
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Henry T. Cochran
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Chief Executive Officer
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Date: March 30, 2012
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By:
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/s/De Hai Li
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De Hai Li
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Henry T. Cochran
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Director and Chief Executive Officer
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March 30, 2012
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Henry T. Cochran
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(Principal Executive Officer)
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/s/ De Hai Li
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Chief Financial Officer
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March 30, 2012
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De Hai Li
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Lei Xia
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Director and President
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March 30, 2012
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Lei Xia
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/s/ Daniel Chi Keung Lui
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Director
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March 30, 2012
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Daniel Chi Keung Lui
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/s/ Jeff Qi He
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Director
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March 30, 2012
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Jeff Qi He
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/s/ Ted Liangche Shen
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Director
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March 30, 2012
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Ted Liangche Shen
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