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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): December 18, 2022

 

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in charter)

 

Florida   001-34124   65-0420166

(State or other jurisdiction
of incorporation)

   (Commission File No.)  

(IRS Employer
Identification No.)

 

Ever-Glory Commercial Center,

509 Chengxin Road, Jiangning Development Zone,

Nanjing, Jiangsu Province,

Peoples Republic of China

 (Address of Principal Executive Offices) (Zip code)

 

(8625) 5209-6889

 (Registrant’s Telephone number including area code)

 

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):

 

☐ 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))

 

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, par value $0.001    EVK    NASDAQ Global Select 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 19, 2022, 10:00 a.m. Beijing time, Ever-Glory International Group, Inc., (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, a majority of the Company’s shares of common stock represented at the Annual Meeting and voting on each proposal voted to approve the following proposals:

 

1.   To elect Edward Yihua Kang, Jiajun Sun, Merry Tang, Jianhua Wang and Zhixue Zhang as directors to serve for a one-year term that expires at the next annual meeting of stockholders, or until their successors are elected and qualified or until their earlier resignation or removal;

 

2.   To ratify the appointment of Paris, Kreit & Chiu CPA LLP as our independent auditor to audit the financial statements for the fiscal year ended on December 31, 2022 and to review the three quarterly financial statements ended on September 30, 2021; and
     
3.   To approve the Company’s termination (the “De-Registration”) of the registration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 15(d) thereunder, and to delist the Company’s common stock from the NASDAQ Global Market (“Go-Dark”).

 

All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company.  

 

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below.  The Company’s inspector of election reported the final vote of the stockholders as follows:

 

    For     Against       Withheld   Abstain 
Election of Directors                
EDWARD YIHUA KANG   10,800,420    0    3,629    0 
JIAJUN SUN   10,800,426    0    3,623    0 
MERRY TANG   10,683,926    0    120,123    0 
JIANHUA WANG   10,683,924    0    120,125    0 
ZHIXUE ZHANG   10,641,034    0    163,015    0 
                     
Ratification of Appointment of Independent registered public accounting firm   10,801,692    517    0    1,840 
                     
Approval of De-Registration and Go-Dark   10,622,747    180,132    0    1,170 

 

Item 8.01 Other Events

 

As previously disclosed, the Board of the Company has authorized a stock repurchase program pursuant to which the Company may repurchase up to $3.5 million of the Company's outstanding common stock, which should end on the earlier of (i) the date that the aggregate value of the repurchased shares of common stock reaches $3.5 million; (ii) the date when the registration of the Company's common stock is terminated under Section 12(g) of the Exchange Act; or (iii) the date when the Company's duty to file periodic reports and other information with the SEC is suspended under Section 15(d) thereunder. As of the date of this report, the Company has repurchased approximately 38,000 shares of common stock.

 

On December 20, 2022, the Company notified the staff of the Nasdaq Stock Market LLC of its intent to withdraw the listing and registration of the Company’s common stock on the Nasdaq Global Market.

 

The Company filed a Form 25 on December 21, 2022, with the Securities and Exchange Commission (the “Commission”). The delisting will become effective ten days after the Form 25 is filed unless postponed by the Commission.

 

The Company’s common stock will begin trading on the OTC Pink starting on December 27, 2022. 

 

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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.

 

  EVER-GLORY INTERNATIONAL GROUP, INC.
     
Date: December 21, 2022 By: /s/ Edward Yihua Kang
  Edward Yihua Kang
  Chief Executive Officer

 

 

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