Current Report Filing (8-k)
October 23 2020 - 5:01PM
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):
October 23, 2020 (October 19, 2020)
SINO-GLOBAL
SHIPPING AMERICA, LTD.
(Exact name of Registrant as specified in charter)
Virginia
|
|
001-34024
|
|
11-3588546
|
(State or other jurisdiction
of Incorporation)
|
|
(Commission File No.)
|
|
(IRS Employer
Identification No.)
|
1044 Northern Boulevard, Suite 305
Roslyn, New York 11576-1514
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (718) 888-1814
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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
|
|
|
☐
|
Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, no par value
|
|
SINO
|
|
NASDAQ Capital Market
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
|
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(b)
On October 19, 2020, Mr.
Junfeng Xu resigned from his position as a member of the Board of Directors (the “Board”) of Sino-Global Shipping America,
Ltd. (the “Company”) and consequently from his position as a member of the Audit Committee, Compensation Committee
and the Nominating/Corporate Governance Committee (Chair). Mr. Junfeng Xu’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
(d)
On October 22, 2020, the
Nominating/Corporate Governance Committee of the Board nominated and the Board appointed, Xiaohuan Huang as a Class I director,
Chairperson of the Nominating/Corporate Governance Committee, a member of the Audit Committee and a member of the Compensation
Committee, to hold office, effective October 23, 2020 until the Company’s annual meeting of the shareholders in 2021, and
a successor has been duly elected and qualified or until her earlier resignation, removal from office, death or incapacity.
Ms. Xiaohuan Huang, 37
years old, is presently Vice President of SOS Information Technology New York, Inc. Prior to that, Ms. Huang had been Vice President
for China Commercial Credit, Inc. from November 2016 to July 2020, President of Shenzhen Yi Le Gou Mobile Internet Co., Ltd since
February 2014 and a Consultant till present, Vice President of Shenzhen Hang Lu Technology Co., Ltd from March 2009 to February
2014 and Channel Manager from August 2007 to March 2009. Ms. Huang holds a Bachelor’s degree in Business Management from
Hunan Normal University.
The Board has determined
Ms. Xiaohuan Huang is deemed to be independent under the definition of independence provided by NASDAQ Listing Rule 5605(a)(2).
Ms. Huang has (i) no arrangements
or understandings with any other person pursuant to which she was appointed as a director, and (ii) no family relationship with
any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive
officer.
Ms. Huang has had (i) no
direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation
S-K and, (ii) as of the date of this Current Report on Form 8-K (this “Report”), Ms. Huang holds no direct or indirect
beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.
Ms. Huang is to receive
an annual compensation of $20,000 from the Company, will be eligible to participate in the Company’s stock incentive plans,
as adopted from time to time, and to be compensated at the same level of other independent directors’ of the Company. A copy
of the offer letter by and between the Company and Ms. Huang is filed as Exhibit 10.1 to this Report and is incorporated by reference
herein.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
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.
|
SINO-GLOBAL SHIPPING AMERICA, LTD.
|
|
|
|
Date: October 23, 2020
|
By:
|
/s/ Lei Cao
|
|
Name:
|
Lei Cao
|
|
Title:
|
Chief Executive Officer
|
Sino Global Shipping Ame... (NASDAQ:SINO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sino Global Shipping Ame... (NASDAQ:SINO)
Historical Stock Chart
From Apr 2023 to Apr 2024