TOR Sutor Technology Grp. Limited

 

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): January 14, 2016

 

SUTOR TECHNOLOGY GROUP LIMITED 

(Exact name of registrant as specified in its charter)

 

 

Nevada	001-33959	87-0578370
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

 

 

No. 8, Huaye Road

Dongbang Industrial Park

Changshu, China 215534

 (Address of Principal Executive Offices)

 

(86) 512-52680988

Registrant’s Telephone Number, Including Area Code:

 

 

 

(Former name or former address, if changed since last report)

 

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 A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR.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 and effective January 11, 2016, Mr. Xinchuang Li resigned as a member of the Board of Directors (the “Board”) and a member of the Board’s Audit, Compensation and Governance and Nominating Committees of Sutor Technology Group Limited (the “Company”). Mr. Li’s resignation was due to personal reasons and was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same day, the Board appointed Mr. Hui Sheng as a director of the Company, to each of the Audit, Compensation and Governance and Nominating Committees of the Company and as the Chair of the Governance and Nominating Committee, effective immediately.

 

Mr. Sheng, age 35, is one of the founders of Shanghai Guandian Electronic Commerce Company Limited. He has rich experience in e-commerce. Before Shanghai Guandian, he served as the E-business Operating Director of Drmat (China) Process Distribution Center Company Limited, a global bulk commodity process distribution company, where he was responsible for online marketing and market development strategy. Mr. Sheng graduated from Nanjing University and majored in computer science.

 

There is no family relationship exists between Mr. Sheng and any directors or executive officers of the Company. In addition, there are no arrangements or understandings between Mr. Sheng and any other person pursuant to which he was appointed as a director of the Company, to each of the Audit, Compensation and Governance and Nominating Committees of the Company and as the Chair of the Governance and Nominating Committee, and there are no related party transactions with respect to Mr. Sheng that would require disclosure under Item 404(a) of Regulation S-K.

 

On January 12, 2016, the Company entered into an independent director contract with Mr. Sheng, under which Mr. Sheng will receive an annual salary of RMB150,000 (approximately $22,770). In addition, the Company agreed to indemnify Mr. Sheng against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by him in connection with any proceeding if he acts in good faith and in the best interests of the Company.  

 

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the independent director contract and is qualified in its entirety by reference to the provisions of such agreement attached to this report as Exhibit 10.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

  

Exhibit		Description
10.1		Independent Director Contract, dated January 12, 2016, by and between the Company and Hui Sheng

 

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.

 

Sutor Technology Group Limited
Date: January 14, 2016
/s/ Lifang Chen
Chief Executive Officer

 

 

Exhibit 10.1

 

SUTOR TECHNOLOGY GROUP LIMITED

INDEPENDENT DIRECTOR’S CONTRACT

 

 

THIS INDEPENDENT DIRECTOR’S CONTRACT (the “Agreement”) is made as of the 12th day of January, 2016 and is by and between Sutor Technology Group Limited, a Nevada corporation (hereinafter referred to as the “Company”), and Hui Sheng (hereinafter referred to as the “Director”).

 

 

AGREEMENT

 

In consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

 

1. DUTIES. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board of Directors and as may be required by the Company’s constituent instruments, including its Articles of Incorporation, Bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada Revised Statutes. The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of the Audit Committee, Compensation Committee, Governance and Nominating Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under Chapter 78 of the Nevada Revised Statutes.

 

2. TERM. The term of this Agreement shall commence as of the date hereof and shall continue until the Director’s removal, resignation at any time, with or without cause, and with or without notice.

 

3. COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to pay Director a fee of RMB 150,000 in cash during this term, paid monthly.

 

4. EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

 

5. CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

 

 

6. NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the termination of this agreement (the “Restricted Period”), the Director shall not, directly or indirectly, (a) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (b) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.

 

7. TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the stockholder(s) of the Company from removing the Director with immediate effect at any time for any reason.

 

8. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Nevada, and as provided by, or granted pursuant to, any charter provision, Bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office.

 

9. EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

 

10. NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to 0086-512-52687706.

 

11. GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.

 

 

12. ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

 

13. MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

 

14. ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

 

16. ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

 

 

[Signature Page Follows]

 

IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written. 

 

	SUTOR TECHNOLOGY GROUP LIMITED
	By:	/s/ Lifang Chen
	Name: Lifang Chen Title: Chief Executive Officer & President

 

	INDEPENDENT DIRECTOR
	By:	/s/ Hui Sheng
	Name: Hui Sheng
	Address: