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) January 14, 2005
TENGTU INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-29957 77-0407366
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
236 Avenue Road
Toronto, Ontario, Canada M5R 2J4
(Address of Principal Executive Offices) (Zip Code)
416-963-3999
(Registrant's Telephone Number, Including Area Code)
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 13, 2005 Tengtu International Corp. ("Tengtu" or the "Company")
appointed Dr. Penghui Liu as its new chief executive officer and Mr. Zhenlin
(Simon) Xia as its new chief financial officer. Both Dr. Liu and Mr. Xia have
served as consultants for the Company over the past three months, and have been
advising the Company's Board of Directors in regard to its review and
restructuring of its former joint-venture partner, Tengtu China.
Dr. Liu, age 39, will oversee the management of Tengtu's business
interests in China and the execution of its business strategies going forward,
including the management of its wholly-owned subsidiary, Tengtu United
Corporation, and its interests related to its former joint-venture partner
Tengtu China.
Prior to joining Tengtu, Dr. Liu represented several Fortune 500 companies
in China as principal agent and advisor to their growth strategies and business
plans in China for companies such as Siemens Communication Networks, NEC, and
Telstra. He also served as a strategic investment advisor to Everbright
Securities and the China Nationality Trust & Investment Company. Dr. Liu was
director and founder of the Beijing Pacific Institute of International Strategy,
the major think-tank and advisory center on investment strategies in China and
international relations, including Sino-U.S. relations. From September 2003 to
July 2004 he served as editor-in-chief of the Strategy and Management Journal,
an authoritative and academic resource on international relations and government
policy relied on by governments and academia throughout the western world. Since
July 2004 he has served as deputy director/secretary general to the
International Crisis Management Center, Chinese Academy of Social Sciences. In
June 1999 he founded the Beijing Pacific Institute of International Strategy and
served as a director of such institute from 1999 until December 2004. Dr. Liu is
widely published and an award-winning author of books, monographs and articles.
He has written extensively on U.S. and foreign investment in China,
international relations, international economics and political affairs. He
serves as a member on several prestigious committees in China including the
Chinese Society of World Economy, as director of the Economic and Cultural
Exchange Committee; the Chinese Society of Eastern Europe and Central Asia; and
the Chinese Society of Sino-Russian Historical Relations. Dr. Liu has a
doctorate in law from the graduate school of the Chinese Academy of Social
Sciences.
From January 1994 to August 2000 Mr. Xia, who is 41, held various position
with China Southern Securities Co., Ltd ("CSSC"), including Deputy General
Manager of the Corporate Finance Department in charge of mergers and
acquisitions, restructuring, listing and corporate reorganizations, General
Manager of certain subsidiary companies of CSSC and Chief Financial Officer.
From September 2000 to 2004 he attended The Research Institute of Fiscal Science
of the Ministry of Finance, majoring in economics. Mr. Xia is a certified public
accountant both in the United States and China.
The Company has entered into a joint employment agreement with Dr. Liu and
Mr Xia under which they have agreed to serve full time in their positions for a
term expiring on December 1, 2007. For their service, Dr. Liu and Mr. Xia shall
be paid collectively (and divide up as they shall agree among themselves) a base
salary of $100,000 per annum and a bonus of up to an additional $100,000 per
annum upon the achievement of certain annual performance targets to be approved
by the Board. (The performance targets for the first year of the agreement have
not yet been submitted for consideration by the Board.) Pursuant to the
employment agreement each of Dr. Liu and Mr. Xia have also been granted options
to purchase an aggregate of 1,000,000 shares of the Company's common stock at an
exercise price of $.26 per share. Such options shall vest in three annual
installments of one-third of the total number of option shares each, commencing
on the first anniversary of the date of their employment agreement. The
employment agreement contains various provisions regarding termination for cause
as well as certain non-competition and confidentiality covenants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Tengtu International Corp.
By: /s/John Watt, President
Dated: January 20, 2005