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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of President and Chief Financial Officer.
On
January 25, 2010, the Board of Directors of the Company appointed Jeremy Goodwin
as the Company’s President, effective immediately, and as the Company’s Chief
Financial Officer, effective upon the departure of the Company’s current Chief
Financial Officer, as disclosed below.
Mr.
Goodwin has not yet entered into an employment agreement with the Company in
connection with his appointment as President and Chief Financial
Officer.
Mr.
Goodwin has served as a member of the Company’s Board of Directors since October
6, 2008. Prior to January 25, 2010, Mr. Goodwin was “independent,” as
that term is defined under the Nasdaq listing standards, and served on the
Company’s Audit Committee, Compensation Committee and Nominating and
Governance Committee. Effective as of January 25, 2010, Mr. Goodwin
is no longer “independent” and therefore has resigned from his positions on each
committee of the Board of Directors on which he served. Mr. Goodwin
will continue to serve on the Company’s Board of Directors as a non-independent,
management director. In addition, Mr. Goodwin will no longer receive
compensation for service on the Board of Directors. The Company is
currently in the process of identifying a candidate to join the Board of
Directors as an “independent” director to fill an existing vacancy.
Mr.
Goodwin has extensive experience in finance, advising multi-national and Asian
companies on key corporate initiatives such as M&A, debt and equity
financing, restructuring, privatization and business expansion. Since 2006, Mr.
Goodwin has been Managing Partner of 3G Capital Partners, a corporate finance
advisory firm, and was a Vice President of Global Capital Group Enterprises,
from 2002 to 2005 where he and his team advised Changzhou Xingrong Copper on its
$20 million sale to Mueller Industries, Inc. From 1999 to 2001, Mr. Goodwin was
with the ING Beijing Investment arm of Baring Private Equity Partners in Hong
Kong. In addition, from 1997 to 1998, Mr. Goodwin worked at ABN Amro in Beijing,
where he assisted notable clients such as Royal Dutch Shell Oil and Beijing
Capital International Airport with its listing on the Hong Kong stock
exchange.
Mr.
Goodwin began his career at Mees Pierson Investment Finance S.A., a Geneva based
investment fund private placement firm. He earned a Bachelor of Science degree
from Cornell University and is fluent in Mandarin.
Resignation
of President.
As
disclosed above, Mr. Goodwin has been appointed as the Company’s President,
effective on January 25, 2010. In connection with this appointment, Xianfu Han
resigned from the position as the Company’s President. Mr. Han will continue to
serve as the Company’s Chairman and Chief Executive Officer.
Resignation of Chief Financial
Officer
.
As
disclosed above, Mr. Goodwin has been appointed as the Company’s Chief Financial
Officer, effective upon the departure of the Company’s current Chief Financial
Officer, Mr. Chin (Gene) Hsiao. Mr. Hsian will continue to serve as
the Company’s Chief Financial Officer until immediately following the filing of
the Company’s quarterly report on Form 10-Q for the quarter ended December 31,
2009, following which time he will no longer be an employee of the
Company.