Attached files
| file | filename |
|---|---|
| EX-99.3 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-3.htm |
| EX-14.1 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex14-1.htm |
| EX-99.1 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-1.htm |
| EX-99.2 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 18, 2011
GLOBAL PHARM HOLDINGS GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-152286
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20-8767223
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
|
|
of
Incorporation)
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Identification
No.)
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25/F New
World Center, No. 6009 Yitian Road, Futian District, Shenzhen,
People’s Republic of
China
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code: 86-755-83230226
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):
¨ 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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Mr.
Bennett will serve as chairman of the Audit Committee and member of the
Compensation Committee and the Nominating Committee for a term of three
years. Mr. Bennett’s compensation as director and chairman of the Audit
Committee of the Company is set forth in an appointment letter with the Company
dated February 18, 2011. He will be paid an annual fee of $20,000, payable on a
quarterly basis. He will also be granted options to purchase an aggregate of
37,000 shares of common stock of the Company. The option to purchase 4,000
shares shall vest on the date of grant and the rest shall vest, in equal
quarterly installments of 3,000 shares each, on the first day of each quarter
commencing from July 1, 2011 to January 1, 2014. The exercise price for all
options is the fair market value of the stock on the date of
grant.
Mr. Yu
will serve as chairman of the Compensation Committee and member of the Audit
Committee and the Nominating Committee for a term of two years. Mr. Yu’s
compensation as director and chairman of the Compensation Committee of the
Company is set forth in an appointment letter with the Company dated February
18, 2011. He will be paid an annual fee of 120,000 Hong Kong dollars (“HKD”),
payable on a quarterly basis. He will also be granted options to purchase an
aggregate of 18,000 shares of common stock of the Company. The option to
purchase 4,000 shares shall vest on the date of grant and the rest shall vest,
in equal quarterly installments of 2,000 shares each, on the first day of each
quarter commencing from July 1, 2011 to January 1, 2013. The exercise price for
all options is the fair market value of the stock on the date of
grant.
Mr. Long
will serve as chairman of the Nominating Committee and member of the Audit
Committee and the Compensation Committee for a term of two years. Mr. Long’s
compensation as director and chairman of the Compensation Committee of the
Company is set forth in an appointment letter with the Company dated February
18, 2011. He will be paid an annual fee of 120,000 HKD, payable on a quarterly
basis. He will also be granted options to purchase an aggregate of 18,000 shares
of common stock of the Company. The option to purchase 4,000 shares shall vest
on the date of grant and the rest shall vest, in equal quarterly installments of
2,000 shares each, on the first day of each quarter commencing from July 1, 2011
to January 1, 2013. The exercise price for all options is the fair market value
of the stock on the date of grant.
Mr. Fu,
the Company’s Chief Financial Officer, will not be compensated for his services
as director of the Company.
Mr.
Bennett, 62, is the CEO of American General Business Association, a
non-governmental organization that assists Chinese companies to develop business
overseas. He has recently been appointed the chairman of the Advisory Committee
to Swiss Private Client Capital Partners Ltd. Since January 2010, he served as
the managing partner for Beijing-based Nexis Investment Consulting Corporation,
helping Chinese companies establish good corporate governance and in raising
funds. From 2000 to 2004, he was a partner at ProCFO, a California-based
contract-CFO consulting firm. From 1998 to 2000, Mr. Bennett was a professor and
lecturer in accounting and tax for University of Hawaii, and Chaminade
University of Honolulu. Prior to that, he was CFO and board member of Argonaut
Computers; professor and lecturer in accounting and tax at California State
University at Fullerton; and CPA with GerbelButzbaugh which became part of Grant
Thornton. Mr. Bennett holds a B.A. and MBA from Michigan State University and is
currently pursuing a doctorate of business administration at City University of
Hong Kong in Corporate Governance. Mr. Bennett currently serves on the boards of
China Agritech, Inc. (NasdaqGS: CAGC), China Pharma Holding, Inc. (AMEX:CPHI)
and China Shen Zhou Mining & Resources, Inc. (AMEX: SHZ).
Mr. Yu,
35, currently serves as the Vice Chairman and Vice President of Dalian
KaidaVenture Capital Co., Ltd., Vice Chairman and Vice President of KaidaJiarui
(Tianjin) Equity Investment Funds Management Co., Ltd. and the director of
Asia-Pacific Finance Group as well as the Vice Chairman of World Eminence
Chinese Businessman Association. He served as the General Manager of Dalian
Tianmu Investment Consultant Co., Ltd. from 2003 to 2005. He served as General
Manager of Dalian Branch of Beijing Gold Tount Venture Capital Co., Ltd. in
2006. From 2006 to 2007, he was the deputy general manager of Dalian Huanyu
Venture Capital Co., Ltd. From 2007 to 2008, he served as the CEO of Beijing
Gold Tount Venture Capital Co., Ltd. He is very experienced in business
operation and venture capital. Mr. Yu graduated from Jili University in
1997.
Mr. Long,
76, was a professor and PhD supervisor in Chinese medicine at Beijing University
of Chinese Medicine (“BUCM”) from 1997 to 2009. He served as Vice President of
BUCM from 1985 to 1990 and President of BUCM from 1990 to 1997. Mr. Long was
also a member of Chinese People’s Political Consultative Conference from 1998 to
2009. Since 2006, Mr. Long has served as Executive Vice President and Deputy
Secretary General of Word Federation of Chinese Medicine Societies
(“WFCMS”). He has also served as the Chairman of Chinese Medicine
Committee of WFCMS since 2006. Mr. Long graduated from BUCM (formerly, Beijing
College of Chinese Medicine) in 1964.
There is
no family relationship between the New Directors and any of our other officers
and directors. Except for Mr. Fu’s employment agreement with the Company to
serve as its Chief Financial Officer and the aforementioned directorship
agreements, the New Directors have not had any transaction with the Company
since the beginning of the last fiscal year.
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Item
8.01
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Other
Events.
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In
connection with the appointment of directors and establishment of the
board committees, the board of directors also adopted Code of Ethics, Nominating
Committee Charter, Compensation Committee Charter and Audit Committee Charter, a
copy of which are attached hereto as exhibits to the Form 8-K.
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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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14.1
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Code
of Ethics
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99.1
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Audit
Committee Charter
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99.2
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Compensation
Committee Charter
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99.3
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Nominating
Committee Charter
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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 hereunto
duly authorized.
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Date:
February 18, 2011
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Global
Pharm Holdings Group, Inc.
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By:
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/s/
Yunlu Yin
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Yunlu
Yin
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Chief
Executive
Officer
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