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 11, 2011
CHINA
INTELLIGENCE INFORMATION SYSTEMS, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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333-131017
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98-0509797
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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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11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd,
High-tech
Industrial Development Zone, Jinan, China 250101
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(Address
of principal executive offices)
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86-531-55585742
(Registrant’s
telephone number, including area code)
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CHINA
VOIP & DIGITAL TELECOM INC.
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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):
o
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))
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 11, 2011, the Board of Directors of China Intelligence Information
System, Inc. (the “Company”) appointed Ruzhi Xu and Xiaodong Ding as directors
of the Company, which brings the total number of directors of the Company to
nine. Both will serve until their successor is duly elected and qualified.
Mr. Xu was appointed to be a member of the Corporate Governance and Nomination
Committee and the Compensation Committee of the Board of Directors. Mr. Ding was
appointed to be the Chairman of the Audit Committee and a member of the
Compensation Committee of the Board of Directors.
Mr. Ruzhi
Xu has served as the Dean of the Computer Information Engineering College of
Shandong Finance Institute and also as the chief professor of the College since
2004. Mr. Xu earned his engineering master’s degree from Xi’an
Jiaotong University in 1991 and a doctorate from Shanghai Fudan University in
2004. Mr.Xu’s primary areas of concentration are software engineering; cloud
computing and management operating system. His comprehensive experience working
in both the university and in software enterprises for over 10 years has
provided him with expertise in the operation of intellectual technology
enterprises.
Mr.
Xiaodong Ding has served as the associate professor in the Accounting College of
Shandong Finance Institute since 1988. Mr. Ding graduated from the
Central University of Finance and Economics in 1988 with a master degree
and majored in Foreign Financial Accounting.
Both Mr.
Xu and Mr. Ding meet the independence requirements of Section 301 of the
Sarbanes-Oxley Act.
There is
no arrangement or understanding between either Mr. Xu or Mr. Ding and any other
person pursuant to which either was selected to serve as a director of the
Company. Neither has a family relationship with any director,
executive officer or person nominated as such of the Company.
Since the
beginning of the Company’s last fiscal year, there has been no transaction or
series of similar transactions, nor is there any currently proposed transaction
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which Mr. Xu or Mr. Ding, or members of
their immediate families, had or will have a direct or indirect material
interest.
On
January 12, 2011, the Company issued a press release announcing the appointment
of Mr. Xu and Mr. Ding to the Company’s Board of Directors, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by this
reference.
On
January 11, 2011, the Board of Directors of the Company authorized the
establishment of an Audit Committee, Corporate Governance and Nomination
Committee and Compensation Committee of the Board of Directors. The
composition of each committee is as follows:
Audit
Committee: Xiaodong Ding (Chairman), Yanli Jiang and Yinyi Xu;
Corporate
Governance and Nomination Committee: Yinyi Xu (Chairman), Ruzhi Xu and Kaili
Kan
Compensation
Committee: Yanli Jiang (Chairman), Ruzhi Xu and Xiaodong Ding
Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits
99.1
Press Release dated January 12, 2011
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, as amended, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
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China
Intelligence Information Systems, Inc.
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By:
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/s/
Li Kunwu
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President
and CEO
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Date:
January 12, 2011