UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2014
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AOXING PHARMACEUTICAL COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Florida
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0-24185
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65-0636168
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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444 Washington Blvd., Suite 3338, Jersey City, New Jersey 07310
(Address of Principal Executive Office) (Zip Code)
(646) 367 1747
(Registrant’s telephone number, including area code)
N/A
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 Officer; Compensatory Arrangements of Certain Officers
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Board of Directors
On December 19, 2014 the Registrant's Board of Directors appointed Hui Shao to serve as a member of the Board of Directors, effective on January 1, 2015. Information about Hui Shao follows.
Hui ("David") Shao has been appointed to the board in order that the Registrant can obtain the benefit of Dr. Shao's 16 years of experience in the financing of pharmaceutical companies and his intimate knowledge of the Registrant's business. Most recently, Dr. Shao has been employed, since 2010, as Chief Financial Officer of Yisheng Biopharma, which manufactures vaccines in China. From 2007 to 2010 Dr. Shao was employed as the Chief Financial Officer of the Registrant, Aoxing Pharmaceuticals. From 2003 to 2007, Dr. Shao was employed as Senior Analyst by U.S. investment companies: Mehta Partners from 2003 to 2005 and Kamunting Street Asset Management from 2005 to 2007. Prior to joining Mehta Partners, Dr. Shao was employed as Principal Scientist by Roche Pharmaceuticals. Dr. Shao was awarded a Masters Degree in Business Administration by New York University in 2003, a Doctor of Philosophy Degree in Bioorganic Chemistry by the University of California - San Diego in 1996, and a Bachelor of Science Degree with a concentration in Polymer Chemistry by the University of Science and Technology of China in 1990. From 2008 to 2011 Dr. Shao was a member of the Board of Directors of Tongli Pharmaceuticals (USA), Inc. (OTC Pink: TGLP). Dr. Shao is 46 years old.
On December 19, 2014 the Board of Directors approved a resolution that each independent member of the Board will receive, in compensation for service on the Board, a cash fee of 60,000 Renminbi (approx. $9,700) per annum and 20,000 shares of the Registrant's common stock for each year of service.
Effective on December 31, 2014 Zhimin Li has submitted his resignation from the Board of Directors.
Chief Financial Officer
On December 19, 2014 the Registrant's Board of Directors appointed Wilfred Chow to serve as the Registrant's Chief Financial Officer and Corporate Secretary, effective on January 1, 2015. Guoan Zhang, who had been serving as Interim CFO, will remain with the Registrant as Senior Vice President for Finance. Information about Wilfred Chow follows.
Wilfred Chow was employed from 2012 to 2014 as Managing Director of Okeanos Capital Investment, an investment banking firm where Mr. Chow concentrated on media and pharmaceutical clients. From 2010 to 2012, Mr. Chow was employed as Chief Financial Officer of Tiger Media (NYSE MKT: IDI). From 2006 to 2010 Mr. Chow was employed as Senior Vice President for Finance by American Oriental Bioengineering, a pharmaceutical company that was listed on the NYSE at that time. From 2005 to 2006 Mr. Chow was employed as a Senior Manager by PriceWaterhouseCoopers. Mr. Chow was awarded a Masters Degree in Business Administration by the University of Leicester in 1997 and a BSS Degree in Economics by the University of Hong Kong in 1990. Mr. Chow is 48 years old.
The Registrant has entered into a three year employment agreement with Mr. Chow. The agreement calls for an annual salary of $250,000. The agreement also provides for a grant of 300,000 shares of common stock, vesting one-third per year during the term of the agreement, and a grant of options to purchase 300,000 shares at grant date market price vesting one-third per year during the term of the agreement.
Item 9.01 Financial Statements and Exhibits
Exhibits
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10-a
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Aoxing Pharmaceutical Company CFO Employment Agreement dated December 20, 2014.
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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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Aoxing Pharmaceutical Company, Inc.
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Date: December 29, 2014
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By:
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/s/ Zhenjiang Yue
Zhenjiang Yue, Chief Executive Officer
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Exhibit 10
奥星制药公司CFO聘用合同
Aoxing Pharmaceutical Company, Inc. CFO employment contract
甲方：奥星制药公司
Party A: Aoxing Pharmaceutical Company, Inc.
乙方：周炳泉
Party B: Wilfred Chow
经甲乙双方友好协商一致同意如下条款
Party A and Party B agreed to reach the following terms and conditions after friendly negotiation.
Article 1. Employment
1、1：期限，本合同自2015年1月1日起至2017年12月31日，有效期3年。
1.1 Term: this contract would come into effect from Jan. 1st, 2015 to Dec. 31st, 2017, the term of contact is 3 years.
1、2：职位：首席财务官（CFO）；
1.2 Title: Chief Finance Officers.
1、3：职责，负责上市公司及子公司的全面财务管理工作，负责公司资本市场的交易性非交易性路演宣传与投行投资人的沟通及融资管理工作，负责公司财务报表的合并书写季度、年度财务报告并与SEC和纽约交易所保持沟通联系汇报，负责与美国审计师、律师、投行、公关公司的联络。协助公司研究院国际制药研发项目的研发合作，及CEO临时交给的其它工作。
1.3 Responsibility: in charge of the overall financial management work of the listing company and subsidiary company; organize transactional- and non-transactional road shows in capital market as well as the communication with investors from investment banks as well as money-raising management; responsible for the quarter and annual consolidated financial statements and keep in touch with officers from SEC and NYSE; contact with auditors, lawyers, investment banks as well as PR company in US; assist the research institute of company with the cooperation in international pharmaceutical R&D project; undertake other tasks appointed by CEO.
第二节：薪水待遇
Article 2. Emolument
2、1：基本工资：每年25万美元，每月分别为20833美元。
2.1 Basic wage: USD 250 thousand per year, with USD 20833 in every month.
2、2：股票：合约生效日一次发放30万股限制性奥星股票，分3年解禁：2016年1月1日解限10万股票，2017年1月1日解限10万股票，2018年1月1日解限10万股票。
2.2 Share: grant a total of 300 thousand restricted share will be vested over three years: 100 thousand shares to be vested on Jan. 1st, 2016, 100 thousand to be vested on Jan. 1st, 2017, and 100 thousand shares to be vested on Jan. 1st, 2018.
合约生效日毎年给予30万公司股票期权， 行权价格订在合约日。期权分3年解限，2016年1月1日解限10万期权，2017年1月1日解限10万期权，2018年1月1日解限10万期权。
300 thousand share options will be granted at the contract date with exercise price at the grant date. The option will be vested over 3 years. 100 thousand share options to be vested on Jan. 1st, 2016; 100 thousand share options to be vested on Jan. 1st, 2017, 100 thousand share options to be vested on Jan. 1st, 2018.
第三节：合同期满和终止
Article 3 The expiration and termination of contract
合同期满后双方协商可继续签定合同。
Both parties would negotiate on renew the contract after the due date of contract.
3.1、甲方在合同期内无正当理由解除其合同，甲方付给乙方2个月工资和与任职期工资相等时间的股票奖励。
3.1 Party A should not cancel the contract without proper reason, Party A would pay Party B 2 month wage and share awards which equals to the wage amount of tenure.
3.2、乙方因身体原因确实无能力工作从因病休假之日起甲方支付乙方2个月工资。
3.2 Party A would pay Party B 2 month wage when Party B is incapable of working and request for a sick leave due to health reasons.
3.3、乙方因以下原因而被解聘甲方不予补偿工资：
3.3 Party A would compensate no wage in case Party B was dismissed due to the following reasons:
a、）乙方故意拒绝执行职责或犯重大失职。
Party B deliberately refuse to undertake the duty or dereliction of duty.
b、）乙方明显触犯公司利益。
Party B obviously violate the benefit of company.
c、）乙方多次不执行CEO和董事会指示。
Party B failed to execute the directions from CEO and board of directors.
d、）乙方触犯法律。任何其它与公司相关违法、违反公司规章制度行为。
Party B break the law. Party B conduct other behaviors which relative to company and violate the law or company rules and regulations.
e、）乙方不能按时完成公司重大融资及战略任务。
Party B failed to achieve the critical financing task and strategic task of the company.
3.4、乙方辞职必须提前4个月提出，待甲方找到新的CFO上任后履行完审计手续后方可离职。否则视为乙方违约，乙方将赔偿甲方2个月工资、并取消年终股票。对公司造成重大损失的要付法律责任。甲方辞退乙方必须4个月提出，否则视为违约，甲方赔偿乙方2个月工资。
3.4 Party B should notice Party A in 4 month advance in case of party B resign the post, Party B would remain in the post until Party A employed new CFO and completed the audit work. Otherwise Party B shall be seemed as breach the contract and compensate 2 month wage and withdraw the annual share options. Party B should further undertake the legal liability of loss of company result from the breach. Party A should notice Party B in 4 month advance in case Party A dismiss Party B, Party A should further compensate Party B with 2 month wage.
第四节：非竟争条款及保密
Article 4 Non-competitive and confidential terms
4、1：乙方在公司雇用期或接受公司待遇期间不可以以任何形式为竞争对手服务。
4.1 Party A should not provide service in any patterns to competitors in the term of employment or receiving compensations from the company.
乙方在甲方任职或接受待遇期间不允许兼任其它公司社会团体有利益的职位（经甲方书面同意者除外）。
Party B should not take other profitable post of other corporations or entities in the term of employment or receiving compensations from the company (except Party B obtained consent from Party A in written) .
4、2：乙方任何时候不得泄露任何公司秘密。
4.2 Party B should keep the information of the company confidential under any circumstances.
第五节：本合同适用于美国法律。
Article 5 The contract shall apply laws in US.
甲方：奥星制药公司
Party A: Aoxing Pharmaceutical Company, Inc.
董事长签名：/s/ Zhenjiang Yue
Signature of CEO
日期：2015、1、1日
Date: Dec. 18th, 2014
乙方：周炳泉
Party B: Wilfed Chow:
签名：/s/ Wilfred Chow
Signature:
日期：2015、1、1日
Date: Dec. 18th, 2014
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