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): MARCH 17, 2005
CHINA FINANCE, INC.
(Exact name of registrant as specified in charter)
UTAH
(State or other jurisdiction of incorporation)
333-46114 87-0650976
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(Commission File Number) (IRS Employer Identification No.)
111 PAVONIA AVENUE, SUITE 615, JERSEY CITY, NJ 07310 07310
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-216-0880
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 A2. below):
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 17, 2005, China Finance, Inc. (OTCBB: CHFI), a Utah corporation
(the "Company"), accepted the resignation of Chunlei (Charles) Wang, as Chief
Financial Officer, Secretary and Director. Mr. Wang will remain with the Company
as Executive Vice President. Effective as of March 17, 2005, the Company's Board
of Directors elected Liang Liao as the Company's Chief Financial Officer and Li
Guo as the Company's Secretary. On such date, Ms. Guo also became of member of
the Company's Board of Directors.
In connection with their new positions, each of Mr. Liao and Ms. Guo
entered into at-will employment agreements which provide for an annual salary of
$48,000 per year, subject to increase from time to time. Mr. Liao's employment
agreement is for a term of three years and Ms. Guo's is for a term of one year,
each subject to earlier termination. In the event either Mr. Liao and Ms. Guo is
terminated for good cause or an involuntary termination, which includes the
officer resigning and a change-in-control of the Company, such officer's
employment agreement terminates and he or she is not entitled to any other
compensation or benefits. Ms. Guo is entitled to any medical coverage provided
by the Company to its U.S. employees.
In connection with entering into their respective employment agreements,
each of Mr. Liao and Ms. Guo also entered into Noncompetition, Nonsolicitation
and Nondisclosure Agreements, which, among other things, restricts their ability
to accept employment at a competitor of the Company and requires them not to
disclose any confidential information of the Company except under prescribed
circumstances.
Mr. Liao's Employment Agreement and Noncompetition, Nonsolicitation and
Nondisclosure Agreement are filed as Exhibit 10.12 hereto and Ms Guo's
Employment Agreement and Noncompetition, Nonsolicitation and Nondisclosure
Agreement are filed as Exhibit 10.13, hereto.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
As stated above, Mr. Wang resigned as the Company's Chief Financial
Officer, Secretary and Director effective as of March 17, 2005. Mr. Wang will
remain with the Company as Executive Vice President.
On October 12, 2004, the Company and Mr. Wang had entered into an at-will
employment agreement in connection with him becoming the Company's Chief
Financial Officer. This employment agreement terminated as of March 17, 2005.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS,
APPOINTMENT OF PRINCIPAL OFFICERS.
Mr. Wang's resignation as the Company's Chief Financial Officer, Secretary
and Director was not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices. The
resignation letter of Mr. Wang is filed as Exhibit 10.14 hereto.
Effective as of March 17, 2005, the Company's Board of Directors elected
Liang Liao as the Company's Chief Financial Officer and Li Guo as the Company's
Secretary. On such date, Ms. Guo also became of member of the Company's Board of
Directors.
The following are the biographies of the newly elected executive officers
of the Company:
Liang Liao, 29, became the Company's Chief Financial Officer in March
2005. Mr. Liao was the Chief Financial Officer of Shenzhen Mingtai Industrial
Development Co, Ltd., an electronics distributor, from December 2003 to March
2005. Mr. Liao was the Senior Auditing Manager of Shenzhen Meishi Power
Industries Co. Ltd., a provider of electric power, from September 2002 to
November 2003. From March 2000 to August 2002, he served as the Finance Manager
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of Shenzhen Xieli Paper Co., Ltd., a paper manufacturer. From October 1998 to
February 2000, he served as the Controller of Ganzhou Tongtianyan Tourism
Development Co., Ltd., a tourism development company. Mr. Liao is a Member of
the Institute of Certificated Accountants of China and holds a Bachelor's Degree
in Business from Jiangxi Gannan Normal University.
Ms. Li (Sabrina) Guo, 27, became the Company's Secretary and Director in
March 2005. Ms. Guo has been a Vice President of the Company since October 2004.
Ms. Guo served as the Assistant Manager of Bank of China, New York branch, from
April 2004 to October 2004. From September 2000 to April 2003, she served as a
Project Manager of China International Trust and Investment Corporation, a
transnational conglomerate providing full financial services. Ms. Guo received
her BS in Finance from the University of International Business and Economics,
an MBA from the University of Illinois with a concentration in Finance and is
currently working on her CFA Level II certification.
Information regarding material terms of employment for each of Mr. Liao
and Ms. Guo is provided in Item 1.02 above and is hereby incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.12 Employment Agreement and Noncompetition, Nonsolicitation and
Nondisclosure Agreement, dated as of March 17, 2005, between China
Finance, Inc. and Liang Liao.
10.13 Employment Agreement and Noncompetition, Nonsolicitation and
Nondisclosure Agreement, dated as of March 17, 2005, between China
Finance, Inc. and Li Guo.
10.14 Resignation letter of Chunlei (Charles) Wang dated March 17, 2005.
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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.
CHINA FINANCE, INC.
By: /s/ Li Guo
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Name: Li Guo
Title: Vice President and Secretary
Dated: March 17, 2005
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