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 25, 2008 (November 22,
2008)
CHINA
VALVES TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28481
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86-0891931
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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No.
93 West Xinsong Road
Kaifeng
City, Henan Province
People’s
Republic of China 475002
(Address
of principal executive offices)
(+86)
378-292-5211
(Registrant's
telephone number, including area code)
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On
November 22, 2008, Ms. Huifeng Chen and Mr. Renrui Tang announced their
resignations as directors of China Valves Technology, Inc. (the “Company”),
effective as of November 22, 2008. Ms. Chen and Mr. Tang did not resign for reasons
involving a disagreement with the Company or its management, or because of any
matter relating to the Company’s operations, policies, or
practices.
On
November 22, 2008, the board of directors of the Company appointed Peter Li and
William P. Haus as directors of the Company to fill the vacancies created by Ms.
Chen and Mr. Tang’s resignations from the board. The board has also determined
that Mr. Li and Mr. Haus are “independent directors” as defined by Rule
4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market, Inc. Mr. Li was
also appointed on November 22, 2008 as the chairman of our audit
committee.
On the
same day, the Company entered into separate Independent Director Agreements with
each of the new directors. Mr. Li’s agreement is effective as of November
22, 2008 for a term of two years. Under the terms of Mr.
Li’s agreement, the Company agreed to pay Mr. Li a monthly fee of $1,000,
as compensation for the services to be provided by him as a director of the
Company. The Company also agreed to grant a non-qualified stock option to Mr. Li
for the purchase of 45,000 shares of common stock of the Company at an exercise
price of $4. 33.336% of the options (or 15,000 shares) will vest on November 22,
2009. The remaining options will vest in eight equal quarterly installments (or
3,750 shares each installment) over a two-year period in every quarter after
November 22, 2009. The stock option expires in five years. Mr. Li’s agreement
also contains customary confidentiality and non-compete provisions.
The
agreement with Mr. Haus is effective on December 1, 2008. Under the terms of Mr.
Haus’ agreement, the Company agreed to pay Mr. Haus a monthly fee of
$1,000, as compensation for the services to be provided by him as a director of
the Company. The Company also agreed to grant 10,000 shares of restricted common
stock to Mr. Haus on December 1, 2008. The restricted shares are subject to a
lock-up agreement for a period of 30 months and will be returned to the company
should Mr. Haus voluntarily resign within 18 months. Mr. Haus’ agreement also
prohibits Mr. Haus from disclosing any confidential information of the
Company.
The
foregoing summary of the material terms and conditions of the Employment
Agreements does not purport to be complete and is qualified in its entirety by
reference to the Independent Director Agreements attached to this report as
Exhibits 10.1 and 10.2.
Peter Li. Mr. Li is a
co-founder and director of CS China Acquisition Corp., an OTCBB listed company
engaging in seeking business combination with a Chinese operating company. He is
also an independent director and audit committee chairman for Yuhe International
Inc., an OTCBB listed company in the broiler breeding business in China since
June 2008. Mr. Li is also a senior advisor to Yucheng Technologies, Ltd., a
leading IT service provider to the banking industry in China. Between October
2004 and November 2006, Mr. Li was the CFO of Beijing Sihitech Technology Co.
which merged with a SPAC company and formed Yucheng Technologies, Ltd.
Prior to his tenure at Beijing Sihitech Technology Co., Mr. Li worked in
corporate financial management with various companies, including the role of
Internal Controller at Lenovo. Mr. Li graduated from Beijing Foreign Studies
University with a B.A. and received a Mater of Education from University of
Toronto. Mr. Li is a Certified General Accountant in Ontario,
Canada.
William P. Haus. Since August
2008, Mr. Haus is the CEO and director of CS China Acquisition Corporation, a
special purpose acquisition corporation focused on effecting a business
combination with a China-based private company. Concurrently, Mr. Haus is also
the CEO of Haus China Advisors, a consulting practice focused on China-based,
U.S.-listed Chinese micro- and small-cap companies, since May, 2008. From
September 2005 to May 2008, Mr. Haus was the Analyst for The Pinnacle Fund &
The Pinnacle China Fund. Between April 2005 and September 2005, he was the
S.V.P. and Equity Research Analyst for Healthcare Information Technology and
Pharmaceutical Outsourcing, Stanford Group Company. From to March 2005, Mr. Haus
was the Senior Equity Research Analyst for Healtcare Information Technology and
Pharmaceutical Outsourcing, Advest, Inc. Mr. Haus graduated from
State University of New York College at Frdonia with a B.S. in business
administration and a B.A. in economics and received a Master of Business
Administration from Boston University. He is a Chartered Financial Analyst (CFA)
and member of the CFA Institute.
The
appointments of the new directors was made in order to satisfy the provisions of
an holdback escrow agreement dated August 26, 2008, by and among the Company,
the investors in the Company’s August 2008 private placement and Escrow LLC as
the escrow agent. Under the Holdback Escrow Agreement, among other things, the
Company agreed to ensure the establishment of a qualified board within a
pre-defined period. The Company undertook that a qualified board shall be
comprised of a minimum of five members (at least two of whom shall be fluent
English speakers who possess experience such that he or she can fulfill its
fiduciary obligation and other responsibilities as a director of a United States
publicly listed company), a majority of which shall be “independent directors”
as defined by Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock
Market, Inc.
There are
no transactions between the Company and any New Director that would require
disclosure under Item 404(a) of Regulation S-K.