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): July 31, 2009
SMARTHEAT,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-53052
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98-0514768
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
(Address
of Principal Executive Offices) (Zip Code)
+86
(24) 2519-7699
(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 obligations 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))
(b) On
July 31, 2009, Mr. Frederic
Rittereiser notified the Board of Directors (the "Board of Directors") of
SmartHeat, Inc. (the "Company") of his intent to voluntarily retire as a
director of the Company, effective July 31, 2009. The Company thanks Mr.
Rittereiser for his service as a member of the Board of Directors. Mr.
Rittereiser and the Company note that he is not resigning because of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices. Mr. Rittereiser was chairman of
the Corporate Governance and Nominating Committee a member of the Audit
Committee and Compensation Committee and is
being replaced by Mr. Xin Li as the chairman of the Corporate Governance and
Nominating Committee. The Board of Directors has voted to
reduce the number of its members to five (5) and reduce the number of
members of each of the Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee to three (3).
ITEM
9.01 Financial Statements And Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Exhibits. None.
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.
Dated: August
3, 2009
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SMARTHEAT
INC.
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By:
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/s/
Jun Wang
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Name:
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Jun
Wang
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Title:
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Chairman
& Chief Executive
Officer
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