Current Report Filing (8-k)
03 November 2014 - 2:32PM
Edgar (US Regulatory)
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) (October 28,
2014)
AMERICAN LORAIN
CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Nevada |
001-34449 |
87-0430320 |
(State or other jurisdiction of |
(Commission file number) |
(I.R.S. employer |
incorporation) |
|
identification no.) |
Beihuan Road Junan County
Shandong, China
276600
(Address of Principal Executive Offices) (Zip Code)
(86) 539-7317959
(Registrants 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:
[ ] 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))
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On October 28, 2014, American
Lorain Corporation (the Company) received the resignation of Dick Wang, Chief
Financial Officer of the Company, effective immediately. Mr. Wang indicated that
his resignation is for personal reason and not because of any disagreement with
the Company.
On October 28, 2014, the Board
of Directors approved the appointment of Xiang (Johnny) Zhou, age 39, as interim
Chief Financial Officer (CFO) of the Company, effective October 28, 2014.
Since March, 2014 and presently, Mr. Zhou serves as Vice General Manager for
Nuveen (Shanghai) Asset Management Ltd. From March, 2011 to February, 2014, Mr.
Zhou served as Vice President of Corporate Finance for Halter Financial Group in
Shanghai, China. Mr. Zhou was an Audit Manager in the International Business
Department for BDO China in Shanghai from August 2002 to February 2011, during
which he was assigned to work at BDO Limited, Hong Kong from March, 2008 to
March 2009.
Mr. Zhou received his Bachelor
of Arts degree, major in Economics, from International Business College of
Shanghai University in 1998 and received his Master of Accounting degree from
University of Macquarie in Australia in November 2001. Mr. Zhou is a Certified
Practicing Accountant (CPA) of CPA Australia and is a Certified
Public Accountant of Hong Kong Institute of
Certified Public Accountants.
In connection with his
appointment as the interim Chief Financial Officer, the Company entered into an
employment agreement with Mr. Zhou on October 28, 2014 (the Agreement). The
employment agreement provides that Mr. Zhou will receive compensation in the
amount of RMB 20,000 per month (approximately $3,333) and an option to purchase
57,695 shares of the Companys Common Stock, par value $0.001, at an exercise
price equal to the closing price per share of the Company's Common Stock on the
grant date approved by the Board of the Directors of the Company (the "Grant
Date"). The option shall vest and become exercisable as follows: (a) the option
shall vest and become exercisable as to 50% of the total number of shares of
stock subject to the option on the six-month anniversary of the Grant Date; (b)
the option shall vest and become exercisable as to remaining 50% of the total
number of shares of stock subject to the option on the one-year anniversary of
the Grant Date; The vested stock options shall expire on the fifth anniversary
of the Grant Date. The option may only be exercised to the extent that the
option has become fully vested and exercisable. The vesting schedule requires
continued employment through each applicable vesting date as a condition to the
vesting of the applicable installment of the option and the rights and benefits
under this Agreement; provided employment for a portion of the vesting period
will entitle Mr. Zhou to the vesting of shares proportionate to the period of
time from the beginning of the vesting period through his termination date,
subject to the termination conditions in the Agreement. The term of the
employment agreement is for one year and it can be terminated at will by the
parties with written notice in advance.
Mr. Zhou was not selected
pursuant to any arrangement or understanding between him and any other person.
There are no family relationships between Mr. Zhou and the directors and
executive officers of the Company.
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.
American Lorain Corporation
By: /s/ Chen Si
Name: Chen
Si
Title: Chief Executive Officer
Date: November 3, 2014
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