Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 16,
2010
CHINA
MEDICINE CORPORATION
(Exact
name of registrant as specified in Charter)
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Nevada
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000-51379
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51-0539830
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2/F,
Guangri Tower
No. 9
Siyounan Road 1st Street
Yuexiu
District
Guangzhou,
China 510600
(Address
of registrant’s principal executive office)
(8620)
8739-1718 and (8620) 8737-8212
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below in the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.
14a-12)
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o
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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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers.
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Effective
November 16, 2010, Fred Cheung resigned from his position as Chief Financial
Officer of China Medicine Corporation (the “Company”) to pursue other
opportunities.
On
November 16, 2010, Henry Chi Fung Ho, then the Company’s Vice President of
Finance and Accounting, was appointed to serve as the Company’s Chief Financial
Officer, effective as of such date.
Henry Chi
Fung Ho, age 38, has served as the Company’s Vice President of Finance and
Accounting since October 1, 2010. Prior to joining the Company, Mr.
Ho worked as an auditor in progressively senior positions at Ernst & Young
China (in Hong Kong) from September 2005 to September 2010, Ernst & Young’s
Chicago office from June 2002 to August 2005, and Arthur Andersen LLP from July
1998 to May 2002. Through his experience working with “Big Four”
firms in the U.S. and Hong Kong, Mr. Ho has over twelve years of professional
experience in auditing, financial reporting and management. Mr. Ho
received his M.B.A. from the Graduate School of Business of Loyola University of
Chicago in 2005 and his Bachelor’s degree in Public Accounting and Finance from
Loyola University of Chicago in 1998. Mr. Ho is a member of American
Institute of Certified Public Accountants and he is also a licensed Certified
Public Accountant in the State of Illinois.
Mr. Ho’s
compensation package has not been affected by his appointment as Chief Financial
Officer, however, in connection with his appointment, Mr. Ho entered into an
Amended and Restated Employment Agreement (the “Employment Agreement”), dated
November 16. Pursuant to the Employment Agreement Mr. Ho is entitled
to receive (i) a base salary of $120,000 per annum, subject to annual
adjustment, (ii) a $10,000 sign-on bonus, (iii) an annual incentive bonus for
each calendar year after January 1, 2011 based on the achievement of certain
criteria to be established by the board of directors of the Company or the
Compensation Committee; provided however, the annual incentive bonus for the
calendar year of 2011 will not be less than $20,000, and (iv) a grant of 120,000
shares of restricted common stock of the Company. Twenty percent of
the shares of restricted stock shall vest on each of October 2, 2011 and
October 2, 2012. Thirty percent of the shares of restricted
stock shall vest on each of October 2, 2013 and October 2, 2014. The
initial term of the Employment Agreement is four years, and it commenced on
November 16, 2010 and shall terminate on November 16, 2014, but the term can be
extended by the agreement of the parties. In the event Mr. Ho’s
employment is terminated during the term of the Employment Agreement for any
reason other than for Cause, death or Permanent Disability, as such terms are
defined in the Employment Agreement, Mr. Ho shall receive, as severance
payments, his monthly base salary for a period of three months
thereafter. The Employment Agreement also contains customary
provisions regarding nondisclosure of proprietary information and assignment of
inventions.
There are
no family relationships between Mr. Ho and any director, executive officer, or
person nominated or chosen to become a director or executive officer of the
Company. Mr. Ho does not have a direct or indirect material interest
in any transaction or arrangement in which the Company is a participant other
than in connection with his employment as described in this report.
The above
description of the Employment Agreement is qualified in its entirety
by reference to the full text of the Employment Agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and the contents of
which are incorporated by reference herein.
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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. The
following exhibits are furnished
herewith:
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Exhibit
No. |
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Document |
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10.1
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Amended
and Restated Employment Agreement, dated November 16, 2010, by and between
China Medicine Corporation and Henry Chi Fung
Ho.
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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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CHINA
MEDICINE CORPORATION
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By:
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/s/
Senshan Yang
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Name: Senshan
Yang
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Title: Chief
Executive Officer
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Date: November
19, 2010