- Current report filing (8-K)
March 15 2012 - 5:09PM
Edgar (US Regulatory)
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 15, 2012
(March 9, 2012)
THT HEAT TRANSFER TECHNOLOGY,
INC.
(Exact name of registrant as specified in its
charter)
Nevada
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001-34812
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20-5463509
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(State or other jurisdiction of incorporation
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(Commission File Number)
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(IRS Employer Identification No.)
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or organization)
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THT Industrial Park
No.5 Nanhuan Road, Tiexi District
Siping, Jilin Province 136000
People's Republic of China
(Address
of principal executive offices)
86-434-3265241
(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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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[_]
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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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 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On March 8, 2012 Mr. William Haus informed the Board of
Directors of THT Heat Transfer Technology, Inc. (the Company) his intention to
resign as the director and chairman of the Audit Committee, effective on March
9, 2012. Mr. Haus resignation is not in connection with any known disagreement
with the Company on any matter. In connection with the resignation of Mr. Haus,
the board of the Company appointed Mr. Jingxu Chen as the director, effective on
March 15, 2012. Mr. Chen is an independent director pursuant to the independence
requirement under NASDAQ Rule 5605(c)(2)(A)(ii). Mr. Chen will be a member of
the Audit Committee, the Compensation Committee and the Nominating Committee of
the Board of Directors. Mr. Chen will also serve as chairman of the Audit
Committee. He qualifies as an audit committee financial expert. Mr. Chen will
serve as a director until the next annual shareholder meeting or until his
successor has been duly appointed or elected, whichever is the earlier. A copy
of the press release announcing Mr. Hauss resignation and the appointment of
Mr. Chen is filed as Exhibit 99.1 hereto and is hereby incorporated by
reference.
Mr. Chen has around 15 years accounting and auditing
experience, from which he has gained extensive knowledge of China, US, Hong Kong
and International Financial Reporting Standards (IFRS). After beginning his
career as an Auditor with PricewaterhouseCoopers (PwC) in 1997, he was promoted
to Senior Auditor in 1999 and remained with PwC until 2004, when he joined
Schwartz Levitsky Feldman LLP as Senior Auditor. In 2006, Mr. Chen joined
NASDAQ-listed China BAK Battery, Inc., where he offers strategic counsel on
finance and accounting related matters in his role as Financial Consultant. Mr.
Chen holds a bachelors degree in Accounting and Auditing from Shenzhen
University, Peoples Republic of China.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities and 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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THT HEAT TRANSFER TECHNOLOGY, INC.
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Date: March 15, 2012
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/s/ Guohong
Zhao
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Guohong Zhao
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Chief Executive Officer
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EXHIBIT INDEX