BEIJING, May 4, 2011 /PRNewswire-Asia-FirstCall/ --
Duoyuan Global Water Inc. (NYSE: DGW) ("Duoyuan" or the "Company"),
a leading China-based domestic
water treatment equipment supplier, today announced that on
April 20, 2011, four of the Company's
six independent directors resigned and that on April 21, 2011, the Company's board of directors
("Board of Directors") appointed four new directors. The
directors resigning from the Company were Charles Firlotte, Joan
M. Larrea, David Nickols and
Ping Wei, three of whom were members
of one or more of the Company's audit committee, compensation
committee and nominating and corporate governance committee.
The resigning directors provided a letter to the Company
raising concerns regarding management's level of cooperation in the
ongoing independent review of the Company's internal controls and
the ongoing independent investigation of the Company's business
practices.
The Board of Directors met on April 21,
2011 and appointed Mr. David Shing
Yim Chau, Mr. Junjie Liu, Mr.
Ronglin Qiao and Mr. Paul Yanlei Wu to the Board of Directors.
The Company has concluded that Messrs. Chau and Wu are
independent directors under the rules of the United States
Securities and Exchange Commission ("SEC") and the New York Stock
Exchange. Messrs. Liu and Qiao are not independent directors
as they hold executive positions with the Company.
Effective April 21, 2011, Skadden,
Arps, Slate, Meagher & Flom LLP & Affiliates ("Skadden")
withdrew as special counsel to the Audit Committee and Special
Investigation Committee performing the review initiated in
September 2010 as well as the
recently initiated investigation.
The Board of Directors also appointed Mr. David Chau, Mr. Frank H.
Miu (an existing independent director) and Mr. Paul Wu as members of the Company's audit
committee. Mr. David Chau will
serve as the chairman of the audit committee and qualifies as an
audit committee financial expert. The Board of Directors also
appointed Mr. Frank Miu, Mr.
Paul Wu and Mr. Yuefeng Yu (an existing independent director) as
members of the compensation committee. Mr. Paul Wu will serve as chairman of the
compensation committee. The Board of Directors also appointed
Mr. David Chau, Mr. Frank Miu and Mr. Yuefeng Yu as members of the nominating and
corporate governance committee. Mr. Yuefeng Yu will serve as chairman of the
nominating and corporate governance committee. As of a result
of these appointments, the Company is in compliance with the New
York Stock Exchange's requirements with respect to the composition
of the Board of Directors and the independence of board and
committee members.
The newly constituted Board of Directors voted to continue the
ongoing independent investigation of the Company's business
practices, including but not limited to a review of the Company's
finances, accounting, operations and internal controls by a special
investigation committee ("Special Investigation Committee").
The Special Investigation Committee will consist of Mr.
David Chau, Mr. Paul Wu, Mr. Yuefeng
Yu and Mr. Frank Miu.
Mr. David Chau will serve as
chairman of the Special Investigation Committee.
On May 3, 2011, the Special
Investigation Committee engaged the international law firm of Baker
& McKenzie to serve as its special counsel in connection with
the investigation. Baker & McKenzie will retain an
international accounting firm to assist in the conduct of the
investigation and in the assessment and review of finance and
accounting matters. The team of Baker & McKenzie and the
international accounting firm will advise and assist the Special
Investigation Committee with its investigation all as previously
disclosed in prior press releases.
Mr. David Chau has over 20 years'
experience in corporate finance, working on projects ranging from
initial public offerings to restructuring of enterprises for
cross-border and domestic takeovers in the People's Republic of China ("China"). He was formerly a partner in
the Hong Kong office of one of the
Big Four accounting firms, heading merger and acquisition and
corporate advisory services. Mr. David Chau is a member of the Hong Kong
Securities Institute, the Institute of Chartered Accountants of
England and Wales ("ICAEW") with the Corporate Finance
Qualification granted by ICAEW, and the Hong Kong Institute of
Certified Public Accountants ("HKICPA"). Mr. Chau was
formerly a committee member of the Disciplinary Panel of HKICPA.
He is an executive director of Up Energy Development Group
Limited and a non-executive director of Shandong Molong Petroleum
Machinery Company Limited, Lee & Man Paper Manufacturing
Limited, Varitronix International Limited, Evergrande Real Estate
Group Limited and Man Wah Holdings Limited, all of which are listed
on the main board of the Stock Exchange of Hong Kong Limited.
In addition, he is the chief executive officer of Fortune
Investment Fund.
Mr. Paul Wu is the senior partner
and managing partner of Shu Jin Law Firm's Shanghai office. As the founding member
of the firm, which is one of the largest law firms in Southern China, he helped establish the
Washington, D.C. office under the
directive of the Department of Justice of China and was instrumental in setting up the
Shanghai office. The firm
now has 100 lawyers, including 23 lawyers in the Shanghai office. The major focus of Mr. Wu's
practice includes corporate law, securities law, foreign direct
investments ("FDI") and FDI dispute resolutions. Major
dispute resolution cases include representing Kimberly Clark (Asia
Pacific) to convert a joint venture in Shanghai into a wholly foreign owned
enterprise and resolving six other joint venture investment
disputes in other parts of the country; American Standard's
investment disputes with Jiangsu Shuang Liang Air-conditioning Co.
(intellectual property disputes and buyout disputes); and
representing the International Financial Corporation, a branch of
the World Bank to dissolve several investment projects in
South China, including Zhong Hua
Bicycles, which went bankrupt under the court supervision. In
addition, Mr. Wu represented the State of
Hawaii in setting up its tourism representative offices in
China, and in advisory contract
negotiations for the 2008 Summer Olympic Games. Mr. Wu is
also the chairman and chief executive officer of Shanghai FS
Investment Consulting Co. Ltd., an e-commerce investment consulting
company. Mr. Wu is a member of the China Advisory Council for
Bunge Ltd., a New York Stock Exchange listed company. Mr.
Paul Wu is a member of the bar in
both China and the District of Columbia.
Mr. Ronglin Qiao has been the
Company's chief operating officer since April 2008. Since January 2008, Mr. Qiao has also served as the
general manager of Duoyuan Beijing. Since 1994, Mr. Qiao held
various positions at Duoyuan Beijing, including sales
representative, manager, deputy sales director, vice president and
general manager. From July 1989
to September 1994, Mr. Qiao was a
teacher and a product designer at Beijing Mechanical &
Electrical Poly-technique School. Mr. Qiao obtained a
bachelor of science degree in mechanical engineering from Tianjin
Normal University in 1989 and a master's degree in environmental
engineering from the Chinese Academy of Sciences in 2005.
Mr. Junjie Liu has been the
Company's executive president since December
2008, and also served as the general manager of Duoyuan
Langfang. Mr. Liu has been with the Company or its affiliates
since July 1997 and has held various
positions, including engineer, planning manager, logistics manager
and assistant finance director. Mr. Liu holds a degree in
mechanical engineering process and equipment from Ningxia Institute
of Technology that he received in 1995.
Mr. Wenhua Guo, the chairman of
the Board of Directors, stated, "I believe that the two new
independent directors will bring the Company a fresh perspective as
we move forward, and I am confident that Messrs. Qiao and Liu will
be significant contributors to the board as well. In
addition, I believe that the proven experience in finance,
accounting and law of our two new independent directors will help
with the conduct of the special investigation. It is my hope
that our new independent directors will take an active role and
work closely with management to oversee the planning and execution
of a wide range of strategies designed to meet long-term growth
objectives, including establishing and maintaining relationships
focused on creating sustainable revenue, profit, and shareholder
value. We are optimistic that the newly appointed Special
Investigation Committee will be able to work quickly towards a
thorough and an early completion of their investigation."
About Duoyuan Global Water Inc.
Duoyuan Global Water Inc. is a leading China-based domestic water treatment equipment
supplier. Duoyuan's product offerings address key steps in
the water treatment process, such as filtration, water softening,
water-sediment separation, aeration, disinfection and reverse
osmosis. Duoyuan offers a comprehensive set of complementary
products across three product categories: water conservation,
including circulating water treatment; water purification; and
water reuse treatment, including wastewater treatment. The
Company has an extensive local distribution network, which provides
proximity to end-user customers and responsiveness to local market
demand. Learn more at www.duoyuan-hq.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including certain plans, expectations, goals, and
projections, which are subject to numerous assumptions, risks, and
uncertainties. These forward-looking statements may include,
but are not limited to, statements containing words such as "may,"
"could," "would," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," "expects," "intends" and "future" or
similar expressions. These forward-looking statements speak
only as of the date of this press release and are subject to change
at any time. These forward-looking statements are based upon
management's current expectations and are subject to a number of
risks, uncertainties and contingencies, many of which are beyond
the Company's control that may cause actual results, levels of
activity, performance or achievements to differ materially from any
future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. The
Company's actual results could differ materially from those
contained in the forward-looking statements due to a number of
factors, including those described under the heading "Item 3. Key
Information—Risk Factors" in the Company's Annual Report on Form
20-F for the year ended December 31,
2009, filed with the Securities and Exchange Commission on
June 18, 2010, and in documents
subsequently filed.
Contact Information
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U.S. IR Hotline:
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+1 (646) 417-5395
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Or
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ICR, Inc.
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(646) 277-1227
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SOURCE Duoyuan Global Water Inc.