f8k092308_ea3chinavalve.htm
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): September 23, 2008 (September 19,
2008)
CHINA
VALVES TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-28481
|
86-0891931
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
No. 93
West Xinsong Road
Kaifeng
City, Henan Province
People’s
Republic of China 475002
(Address
of principal executive offices)
(+86)
378-292-5211
(Registrant's
telephone number, including area code)
(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):
o
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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.
On
September 19, 2008, China Valves Technology, Inc. (the “Company”) and Ms.
Veronica Jing Chen entered into an employment agreement (the “Employment
Agreement”), which is effective as of October 7, 2008 (the “Effective
Date”). Pursuant to the Employment Agreement, on and effective
October 7, 2008, the Company will appoint Ms. Veronica Jing Chen, age 42, as
Chief Financial Officer of the Company. Since December 2007, Ms. Chen
has been the Chief Financial Officer of Origin Agritech Inc., a United States
NASDAQ listed company. Prior to that, Ms. Chen was Senior Director of
Finance of iKang Healthcare Inc. from December 2006 to November
2007. From August 2001 to November 2006, Ms. Chen was the Director of
Finance of Elong Inc., a United States NASDAQ listed company. Ms.
Chen holds a Doctor of Business Administration from Victoria University,
Switzerland and a MBA from City University, the United States. Ms. Chen also has
CPA Australia Membership. The term of the Employment Agreement (the “Initial
Term”) commences on the Effective Date and extends for two
years. Either party may terminate the Employment Agreement upon
thirty days notice.
The
Employment Agreement provides, among other things, that Ms. Veronica Jing Chen’s
base salary will be US$7,000 per month (the “Base
Salary”). Additionally, within three months of the Effective Date,
upon approval of the board of directors of the Company, the Company will grant
Ms. Chen options to purchase 100,000 shares of the Company’s common stock at the
price of $3.5 per share. Ms. Chen may exercise 33.336% of the option on the
first anniversary of her employment of the Company, and 8.333% every three
months after the first anniversary. The Employment Agreement contains
covenants prohibiting Ms. Chen from competing with the Company during the
Initial Term and for two years after the Initial Term. The Employment
Agreement also prohibits Ms. Chen from disclosing any confidential information
of the Company.
Concurrent
with the appointment of Ms. Chen, on and effective October 7, 2008, Mr. Jianxing
Li will resign as Chief Financial Officer of China Valves Technology, Inc. (the
“Company”). Mr. Li’s resignation is not in connection with any known
disagreement with the Company on any matter.
The
foregoing summary of the material terms and conditions of the Employment
Agreement is qualified in its entirety by reference to the Employment Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
No family
relationship exists between Ms. Veronica Jing Chen and any directors or
executive officers of the Company. In addition, there has been no
transaction, nor is there any currently proposed transaction between Ms.
Veronica Jing Chen and the Company that would require disclosure under Item
404(a) of Regulation S-K.
A copy of
a September 22, 2008 press release announcing Ms. Veronica Jing Chen’s
appointment as Chief Financial Officer of the Company is attached hereto as
Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
Number
|
Description
|
10.1
|
Employment
Agreement by and between China Valves Technology, Inc. and Jing Chen,
dated September 19, 2008.
|
99.1
|
Press
Release, dated September 22, 2008.
|
SIGNATURE
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.
CHINA
VALVES TECHNOLOGY, INC.
By: /s/Siping
Fang
Siping
Fang
President
and Chief Executive Officer
Dated:
September 23, 2008
EXHIBIT
INDEX
Number
|
Description
|
10.1
|
Employment
Agreement by and between China Valves Technology, Inc. and Jing Chen,
dated September 19, 2008.
|
99.1
|
Press
Release, dated September 22, 2008.
|
4