CHINA SHENGDA PACKAGING GROUP INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 25, 2014, China Shengda Packaging Group Inc. (the "Company") held an
annual meeting of its shareholders (the "Annual Meeting") at which Mr. Zhihai
Mao did not receive a majority of votes cast from stockholders. As part of the
requirements of the Company's bylaws, Mr. Mao's term expired on August 9, 2014,
one week after the certification by the Company of the voting results.
On August 12, 2014, the Board of Directors of the Company (the "Board")
appointed Ms. Angel Yanki Wong ("Ms. Wong") as director of the Company to fill
the vacancy. The Board has determined that Ms. Wong is an "independent director"
as defined by NASDAQ Listing Rule 5605(a)(2). The Board has also determined,
based upon a review of Ms. Wong's responses to a questionnaire designed to
elicit information regarding her experience in accounting and financial matters,
that Ms. Wong shall be designated as an "audit committee financial expert" as
Ms. Wong has past employment experience in finance and accounting, requisite
professional certification in accounting, or any other comparable experience or
background which results in her financial sophistication.
Ms. Wong has been the president and executive director of Advanced Capital
Limited since January 2008, where she provides consultancy services for both
listed companies and companies preparing for listing. Ms. Wong has been an
independent non-executive director of China Best Group Holding Limited, a
company listed on the Hong Kong Stock Exchange (Stock Code: 0370) since June
2011. From October 2011 to May 2013, Ms. Wong was an independent non-executive
director of Oriental Unicorn Agricultural Group Limited, a company listed on the
Growth Enterprise Market of the Hong Kong Stock Exchange (Stock Code: 8120).
From August 2009 to January 2011, she was a non-executive director of Duty Free
International Limited, a company listed on SESDAQ of the Singapore Exchange
Limited (Stock Code: DutyFree), and she was the chairman of the board from
February 2010 to January 2011. From April to November 2005, she was the Chief
Financial Officer of Shengda (Group) Holdings Ltd., a company controlled by the
founders of the Company and later dissolved in 2011. Ms. Wong also worked for
Deloitte Touché Tohmatsu in Hong Kong office from September 1995 to November
Ms. Wong obtained a Bachelor of Arts in international accounting from Xiamen
University in July 1994, a post-graduate certificate in professional accounting
from the City University of Hong Kong in November 2000 and a master degree in
business administration from Cheung Kong Graduate School of Business in China in
October 2009. Ms. Wong also obtained a certificate in taxation and accounting
from the China Business Center of The Hong Kong Polytechnic University in
October 2002. Ms. Wong has been admitted as fellow member of the Institute of
Financial Accountants in the United Kingdom since October 2003, full member of
the Society of Registered Financial Planners in Hong Kong since November 2003
and full member of the Singapore Institute of Directors since October 2009. Ms.
Wong was also the honorary secretary (from 2007 to 2008) and council member
(from 2008 to 2009) of Institute of Financial Accountants in the United Kingdom,
and a part-time professor at Xiamen University from April 2006 to June 2009.
The Board also appointed three directors Mr. Yaoquan Zhang, Mr. Zhen Yuan and
Ms. Wong (the "Independent Directors") below to the following committees:
Director Audit Committee Compensation Nominating and
Committee Corporate Governance
Angel Yanki Wong ** * *
Yaoquan Zhang * * **
Zhen Yuan * ** *
On August 13, 2014, each of the Independent Directors entered into the Company's
form of Independent Director Agreement and form of Indemnification Agreement.
Under the terms of the Independent Director Agreement, the Company agreed to pay
Mr. Zhang, Mr. Yuan and Ms. Wong an annual salary of $16,150, $18,000, and
$23,400, respectively, as compensation for the services to be provided by them
as directors. Under the terms of the Indemnification Agreement, the Company
agreed to indemnify the Independent Directors against expenses, judgments,
fines, penalties or other amounts actually and reasonably incurred by the
Independent Directors in connection with any proceeding if the Independent
Directors acted in good faith and in the best interests of the Company. This
brief description of the terms of the Independent Director Agreement and
Indemnification Agreement is qualified by reference to the provisions of the
forms of agreements filed as Exhibit 10.1 to this current report on Form 8-K.
There are no arrangements or understandings between any of the Independent
Directors and any other persons pursuant to which they were selected as
directors. There are no transactions between the Company and any of the
Independent Directors that would require disclosure under Item 404(a) of
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Form of Independent Director Agreement and Indemnification Agreement
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