Attached files
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| EX-10.1 - Tongli Pharmaceuticals (USA), Inc. | v208865_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest Event Reported): January 24, 2011 (January
21, 2010)
Tongli Pharmaceuticals
(USA), Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52954
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84-1090791
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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14
Wall street, 20th Floor
New
York, NY
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212-842-8837)
136-17 Maple
Avenue, 11H
Flushing,
NY
___________________________________
(Former
name or former address, if changed since last report)
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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□
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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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□
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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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 21, 2010, the Board of Directors of Tongli Pharmaceuticals (USA), Inc.
(the “Company”)
appointed Mr. Zhijian Hao as a director of the Company, effective
immediately.
Pursuant
to a Director Agreement the Company entered into with Mr. Hao, the Company will
provide for an annual base salary of RMB24,000 (approximately $3,625 based upon
the January 1, 2011 exchange rate of $1.00 = RMB6.62) and an annual award of
30,000 shares of restricted stock of the Company starting from January 1,
2011. The Director Agreement has a term of three years, subject to
election by the shareholders of the Company. Either the Company or
Mr. Hao can terminate the Director Agreement and Mr. Hao’s association with the
Company on 10 days prior notice.
The
foregoing description of the Director Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Director
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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10.1
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English
Translation of Director Agreement with Mr. Zhijiang
Hao
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CAUTIONARY
NOTE ON FORWARD LOOKING STATEMENTS
This
Current Report on Form 8-K and the exhibit hereto and the statements of
representatives and partners of the Company related thereto contain, or may
contain, among other things, certain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve significant risks and uncertainties. Such
statements may include, without limitation, statements with respect to the
Company’s plans, objectives, projections, expectations and intentions and other
statements identified by words such as “projects,” “may,” “could,” “would,”
“should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”
or similar expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties, including those detailed in the Company’s filings with the
Securities and Exchange Commission. Actual results, including, without
limitation, the Company’s results of operations in the future, may differ
significantly from those set forth in the forward-looking
statements. Forward-looking statements involve risks and
uncertainties that are subject to change based on various factors (many of which
are beyond the Company’s control). The Company undertakes no
obligation to update any forward-looking statements, except as provided for by
law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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January
24, 2011
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TONGLI
PHARMACEUTICALS (USA), INC.
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By:
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/s/
Mingli
Yao
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Name: Mingli
Yao
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Title: Chairman
and Chief Executive
Officer
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