UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported): October 12, 2010
VANTONE INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in Charter)
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Nevada
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0-28683
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41-1954595
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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No. 195, Zhongshan Road
Heping District, Shenyang, Liaoning Province
People’s Republic of China
(Address of Principal Executive Offices)
86-24-2286-6686
(Issuer Telephone number)
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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.
(b) Appointment of Directors and Officers
On October 12, 2010, the board of directors (the “Board”) of Vantone International Group, Inc. (the “Company”) increased the size of the Board from four to ten and elected Yanxiang Liu, Xiaoyun Chen, Riming Cui, Ke Xu, Wenyi Zhao and Shuxian Lan to serve on the Board as “independent directors” of the Company as defined by Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock Market, Inc. (the “Nasdaq Marketplace Rules”). Set forth below is a brief description of our new independent directors’ experience subject to the reporting requirements under the federal securities laws.
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Name
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Age
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Position
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Yanxiang Liu
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47
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Director, Chair of the Audit Committee and Member of the Compensation Committee
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Xiaoyun Chen
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35
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Director and Member of the Audit Committee
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Riming Cui
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47
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Director and Chair of the Compensation Committee
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Ke Xu
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56
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Director and Member of the Nomination Committee
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Wenyi Zhao
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53
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Director and Chair of the Nomination Committee
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Shuxian Lan
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58
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Director and Member of the Audit Committee
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Mr. Yanxiang Liu, Age 47, Director, Chair of the Audit Committee and Member of the Compensation Committee
Mr. Liu is an independent director of the Company. He is currently working as a partner of the Shenyang Huijia United Accounting Firm. From 2006 to now, he is shareholder of Shenyang Huijia United Accounting Firm, which is called Liaoning Zhongyi Huijia Accounting Firm currently. In 2005, he was pluralistic chair of liquidation team for Shenyang Taide’er Shoes Co., Ltd. From 2003 to 2005, he was in Shenyang Dongyu Group, Inc. In 2003, he worked as Chief Auditor mainly in charge of performance appraisal of internal Group and review of internal control. In 2004, he was chair of Division of Auditing and Supervision of this Group. From 1998 to 2002, above firm separated from Bureau of Finance and he was one of the five members to establish Shenyang Hualun Accounting Firm with an auditing qualification of Securities, and he was in charge of auditing depart No.3 whose duties mainly included an administrative leadership, auditing and verifying matters in Accounting firm business scope, and communication with public corporation, and Sino-foreign joint ventures etc. From 1994 to 1997, Mr. Liu served as the office director of Shenyang Accounting Firm in Shenyang Economy and Technology Development Zone where he was in charge of programs involving auditing and capital verification for companies in the zone.
Mr. Liu holds a bachelor degree from Northeast China University of Finance and Economics. He is a senior certified public accountant and registered tax accountant in China.
Ms. Xiaoyun Chen, Age 35, Director and Member of the Audit Committee
Ms. Chen is an independent director of the Company. She is an associate law professor and tutor for graduates at the School of Law, Shenyang Normal University since 2004. Ms. Chen is a member of the editing committee for “Chinese Journal of International Law” and an attorney at Liaoning Changfeng Law Office. Ms. Chen holds a post-doctor degree in Law from Xiamen University School of Law. She also holds a Master of Law degree from Liaoning University.
Mr. Riming Cui, Age 47, Director and Chair of the Compensation Committee
Mr. Cui is an independent director of the Company. He is currently a professor for doctors’ degree and the associate dean of the School of Economics at Liaoning University School. He mainly focuses in international trade, international market analysis and projection, operation and management of international companies. Mr. Cui is an expert in international economy and trade at the Economic Teaching Guidance Committee of the Chinese Ministry of Education. He is also a member or advisor of many international trade related organizations, including China International Trade Institute, China International Economy Relations Institute and Zhejiang Province International Trade Promotion Organization.
Mr. Cui holds a doctor’s degree in Economy from Liaoning University.
Mr. Ke Xu, Age 56, Director and Member of the Nomination Committee
Mr. Xu is an independent director of the Company. He is a professor for doctors’ degree at China Medical University. He is also an attending doctor and the director of the radiology department in the First Affiliated Hospital of China Medical University. Mr. Xu served as a representative of the People’s Congress of Liaoning Province. He is also affiliated with many professional organizations, including the Radiology Society of North America, Radiology Society of China, “Chinese Journal of Radiology” and Institute of Biomedical Imaging of China Medical University, etc.
Mr. Xu holds a doctor’s degree in Clinical Medicine from China Medical University.
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Mr. Wenyi Zhao, Age 53, Director and Chair of the Nomination Committee
Mr. Zhao is an independent director of the Company. He currently serves as the general manager of the risk management department at the Liaoning office of Xinhua Insurance Company commencing from October 2008. From January 2006 to September 2008, Mr. Zhao was serving as General Manager of Market Management Department at the Liaoning Office of Xinhua Insurance Company. Mr. Zhao was previously a teacher at Liaoning Finance Vocational College for over twenty years. He was also the vice principal of Liaoning Banking School.
Mr. Zhao holds a bachelor’s degree in Finance from Northeast China University of Finance and Economics.
Mr. Shuxian Lan, Age 58, Director, Member of the Audit Committee
Mr. Lan is an independent director of the Company. He has been a partner at the Shenyang Huijia United Accounting Firm since 2002. From 1999 to 2002, he was the Vice President of Shenyang Hualun Accounting Firm. From 1994 to 1998, Mr. Liu served as the Office Manager, Head of Audit Department, Head of Consulting Department of Shenyang Accounting Firm in Shenyang Economy and Technology Development Zone where he was in charge of programs involving auditing and capital verification for companies.
Mr. Lan holds a bachelor degree from Northeast China University of Finance and Economics. He is a senior certified public accountant and registered tax accountant in China.
In the board meeting, the Board also approved the establishment of an audit committee (the “Audit Committee”) and appointed Mr. Yanxiang Liu and Ms. Xiaoyun Chen to serve as members of the Audit Committee. Mr. Liu was appointed as Chairman of the Audit Committee. The Board of Directors also determined that Mr. Liu possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission.
The Board approved the adoption of the independent director oversight of the executive officer compensation and appointed Messers Riming Cui and Yanxiang Liu as members of the Company’s compensation committee (the “Compensation Committee”). Mr. Cui was appointed as Chairman of the Compensation Committee. Pursuant to NASDAQ Rule 5605(d), all matters regarding executive officer compensation shall be submitted for approval or recommendation by a majority of the independent directors.
In addition, the Board approved the adoption of the procedures for the selection of director nominees and appointed Messers Wenyi Zhao and Ke Xu as members of the Company’s nominating committee (the “Nominating Committee”). Mr. Zhao was appointed as Chairman of the Nominating Committee. Pursuant to NASDAQ Rule 5605(e)(1), a majority of the independent directors shall recommend and select the director nominees.
(c) Family Relationships
There are no family relationships among the independent directors of the Company.
(d) Employment Agreements
We currently have not entered into any employment agreement with any of our independent directors.
(e) Related Party Transactions
There are no arrangements or understandings between any of the independent directors and any other persons pursuant to which they were selected as directors. There are no transactions between the Company and any independent director that would require disclosure under Item 404(a) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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VANTONE INTERNATIONAL GROUP, INC.
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Date: October 14, 2010
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By:
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/s/ Honggang Yu
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Honggang Yu
Chief Executive Officer,
Chief Financial Officer
and Chairman of the Board
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