UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 27, 2011
Date of report (date of earliest event reported)
CHINA ELECTRIC MOTOR, INC.
(Exact name of registrant as specified in its charter)
Sunna Motor Industry Park, Jian’an, Fuyong Hi-Tech Park, Baoan District, Shenzhen, Guangdong, 518103
People’s Republic of China
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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))
On May 27, 2011, Mr. James Lee submitted his resignation as Director and Nominating Committee chairman of the Board of Directors of China Electric Motor, Inc. (the “Company”) effective as of 5:00 PM on May 28, 2011. In submitting his resignation, Mr. Lee cited his disagreement with the approach the Company’s management has taken in addressing the investigation into possible discrepancies concerning the Company’s banking statements identified by the Company’s auditors, and the related inquiries by the Securities & Exchange Commission and Nasdaq, including the Company’s recent termination of a forensic audit by PricewaterhouseCoopers. A copy of Mr. Lee’s resignation letter is filed herewith as Exhibit 99.1.
The Company provided a copy of the disclosures it is making in response to this Item 5.02 to Mr. Lee and informed him that he may furnish the Company as promptly as possible with a letter stating whether he agrees or disagrees with the disclosures made in response to this Item 5.02, and that if he disagrees, then the Company requests that he provide the respects in which he does not agree with the disclosures. The Company will undertake to file any letter received from Mr. Lee, if any, as an exhibit to an amendment to this current report on Form 8-K within two business days after receipt.
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.