Attached files
| file | filename |
|---|---|
| EX-3.1 - Xinde Technology Co | v197162_ex3-1.htm |
| EX-99.3 - Xinde Technology Co | v197162_ex99-3.htm |
| EX-14.1 - Xinde Technology Co | v197162_ex14-1.htm |
| EX-99.2 - Xinde Technology Co | v197162_ex99-2.htm |
| EX-99.5 - Xinde Technology Co | v197162_ex99-5.htm |
| EX-99.4 - Xinde Technology Co | v197162_ex99-4.htm |
| EX-99.1 - Xinde Technology Co | v197162_ex99-1.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): September 13, 2010
Xinde
Technology Company
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53672
|
20-8121712
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
Number 363, Sheng Li West
Street, Weifang, Shandong Province, The People’s Republic of
China
(Address
of principal executive offices)
Registrant's
telephone number, including area code:
(86) 536-8322068
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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On September 16, 2010, the Board of
Directors of Xinde Technology Company, a Nevada corporation (the “Registrant”)
unanimously resolved to amend and restate the Registrant’s Bylaws in light of
the fact that certain provisions therein were obsolete. A copy of
such Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and are
incorporated by reference into this Item 5.03.
Item
5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
Effective as of September 16, 2010, the
Board of Directors of the Registrant adopted a new Code of Business Conduct and
Ethics that applies to the Registrant’s officers, directors and employees. A
copy of such Code of Business Conduct and Ethics is attached hereto as Exhibit
14.1 and is incorporated by reference into this Item 5.05.
Item
8.01 Other Events.
On September 16, 2010, the Board of
Directors of the Registrant unanimously resolved to create an Audit Committee, a
Compensation Committee and a Corporate Governance and Nominating Committee. The
Board appointed Yun Hon Man, Beiping Zhai, Jie Liu and Wenxi Wu to serve as
members of the Audit Committee, with Yun Hon Man serving as
Chairperson. The Board appointed Weisheng Cong, Jie Liu and Yun Hon
Man to serve as members of the Compensation Committee, with Weisheng Cong
serving as Chairperson. The Board appointed Jie Liu, Beiping Zhai and Wenxi Wu
to serve as members of the Corporate Governance and Nominating Committee, with
Jie Liu serving as Chairperson.
Also on September 16, 2010, the Board
approved Charters for each of the Audit Committee, Compensation Committee and
the Corporate Governance and Nominating Committee. Copies of the Audit Committee
Charter, the Compensation Committee Charter and the Corporate Governance and
Nominating Committee Charter are attached hereto as Exhibits 99.1, 99.2 and
99.3, respectively, and incorporated by reference herein. The Board
also adopted a Related Person Transaction Policy, a copy of which is attached
hereto as Exhibit 99.4.
On September 13, 2010, the Company
issued a press release (the “Press Release”)
announcing that it has launched a new company website in English at www.chinaxinde.cn. A
copy of the Press Release is attached hereto as Exhibit 99.5.
Item
9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits:
|
Exhibit
No.
|
Item
|
Location
|
||
|
Exhibit
3.1
|
Amended
and Restated Bylaws of Xinde Technology Company, effective as of September
16, 2010
|
Provided
herewith
|
||
|
Exhibit
14.1
|
Code
of Business Conduct and Ethics, dated as of September 16,
2010
|
Provided
herewith
|
||
|
Exhibit
99.1
|
Audit
Committee Charter, dated as of September 16, 2010
|
Provided
herewith
|
||
|
Exhibit
99.2
|
Compensation
Committee Charter, dated as of September 16, 2010
|
Provided
herewith
|
||
|
Exhibit
99.3
|
Corporate
Governance and Nominating Committee Charter, dated as of September 16,
2010
|
Provided
herewith
|
||
|
Exhibit
99.4
|
Related
Person Transaction Policy, dated as of September 16, 2010
|
Provided
herewith
|
||
|
Exhibit
99.5
|
Press
Release
|
Provided
herewith
|
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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 thereunto duly
authorized.
Date:
September 21, 2010
|
XINDE
TECHNOLOGY COMPANY
|
||
|
By:
|
/s/ Dianjun Liu
|
|
|
Name:
Dianjun Liu
Title:
Chief Executive
Officer
|
||
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