form8k.htm
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 6, 2010
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CHINA
HGS REAL ESTATE INC.
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(Exact
name of registrant as specified in its
charter)
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Florida
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000-49687
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33-0961490
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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incorporation
or organization)
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6
Xinghan Road, 19th Floor
Hanzhong
City, Shaanxi Province
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People’s
Republic of China, 723000
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(Address
of principal executive offices)
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(212) 232-0120
(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 6, 2010, the Board of Directors (the “Board”) of China HGS Real Estate
Inc. (the “Company”) appointed Gordon H. Silver, H. David Sherman, Yuankai Wen
and Shenghuei Luo as directors of the Company, effective
immediately. The Board has determined that Messrs. Silver, Sherman
and Wen are independent directors within the meaning set forth in the applicable
rules, as currently in effect. In connection with the appointment of
the new directors to the Board, the Company has agreed to pay (i) Mr. Silver an
annual compensation in the amount of $24,000 and option to purchase up to 12,000
shares of the Company’s common stock, (ii) Mr. Sherman an annual compensation in
the amount of $36,000 and option to purchase up to 12,000 shares of the
Company’s common stock and (iii) Mr. Wen an annual compensation in the amount of
100,000RMB and option to purchase up to 10,000 shares of the Company’s common
stock. Ms. Luo will not receive compensation for her services as a
director of the Company. The biographical information regarding each
of the new directors is listed below:
Mr.
Silver is a Director and Audit and Governance Committee Chairman of J.I. Kislak,
Inc., a well established private company which invests in, manages and brokers
the sale of commercial real estate properties located in Miami Lakes,
Florida. From 2007 through 2008, he was also a Director and member of
the Audit and Nominating Committees of China Growth Alliance, Ltd., a business
acquisition company formed to acquire an operating business in
China. He also previously served as Senior Managing Director and
Senior Administrative Officer of Putnam Investments from 1987 through 2004, one
of the largest mutual fund complexes in the United States, located in Boston,
Massachusetts. Mr. Silver received his MBA and Law degree from Harvard
University, and a Bachelor of Arts degree in Government
from Cornell University.
Mr.
Sherman is a U.S. Certified Public Accountant. He is a Professor of
Northeastern University, College of Business Administration, since
1985. Mr. Sherman was a Director and Chair of Audit Committee of
China Growth Alliance, Ltd., a business acquisition company formed to acquire an
operating business in China. From 1997 through 2006, Mr. Sherman was
also an Adjunct Professor of Tufts Medical School, Department of Public
Health. He also previously served on Academic Fellowship of
Securities and Exchange Commission from 2004 through 2005. Mr.
Sherman received his Doctorate and MBA from Harvard Business School, and a
Bachelor of Arts degree in Economics from Brandeis University.
Mr. Wen
served as a Chairman of Beijing Neolinde Management Training Center since
1998. From 1997 to 1998, he was also a Chairman of Beijing Neolinde
Management Consulting Co. Mr. Wen, from 1994 through 1997, also
served as a Vice President of Roosevelt China Investment Co., an investment firm
which seeks unique opportunities in China where it can leverage its extensive
international network and deep knowledge of local Chinese and international
business. Mr. Wen received his Bachelor degree in Chemistry from
Nanjing University. He was also a visiting scholar of Physical and
Chemical Biology Institute, University of Paris in France.
Ms. Luo
is experienced in accounting and finance. She joined Shaanxi Guangsha
Investment and Development Group Co., Ltd. in 1997. From 2000 through
2009, Ms. Luo served as a Vice Director of the Finance Department of Shaanxi
Guangsha Investment and Development Group Co., Ltd., a fast-growing residential
real estate developer that focuses on Tier II cities in China. Since
March, 2009, Ms. Luo served as a Manager of the Finance Department of Shaanxi
Guangsha Investment and Development Group Co., Ltd. Ms. Luo received
her Bachelor degree in Accounting from Shaanxi Finance College.
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.
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CHINA
HGS REAL ESTATE INC.
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Date:
January 6, 2010
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By:
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/s/
Xiaojun Zhu
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Xiaojun
Zhu
Chief
Executive Officer
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