- Current report filing (8-K)
04 September 2010 - 7:14AM
Edgar (US Regulatory)
AUNITED
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): September 1, 2010
CHINA
INSONLINE CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-34113
|
74-2559866
|
(State
or Other
Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Room
42, 4F, New Henry House, 10 Ice House Street, Central, Hong Kong
(Address
of Principal Executive Offices)
N/A
(Zip
Code)
(011)
00852-25232986
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 (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))
|
Item
5.02.
|
Departure of Directors or
Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
|
On September 1, 2010, Junjun Xu
notified China INSOnline Corp. (the “
Company
”) of her
resignation from the Company’s board of directors (the “
Board
”) and as its
chief executive officer, effective immediately. Ms. Xu is resigning
from her positions due to personal reasons which have limited the time she can
devote to the Company. Ms. Xu’s resignation was not the result of any
disagreement with the Company on any matter.
On September 1, 2010, the Board
appointed Zhenyu Wang to serve as its chief executive officer, effective
immediately. Mr. Wang has served as the Chairman of the Board since
2008. Pursuant to his appointment as chief executive officer, the
Company and Mr. Wang entered into an employment agreement whereby Mr. Wang will
receive an annual salary of $240,000. In return Mr. Wang will devote
his full time and attention to the Company and during his employment will not
engage in any other business activities. (The employment agreement
does not prohibit Mr. Wang from investing in other businesses, provided that,
such investments do not require his active involvement in such companies’
operations.) In addition Mr. Wang agreed that during his employment
he will not disclose confidential information, including trade secrets, outside
the Company. The Company may terminate Mr. Wang’s employment upon 30
days prior written notice, thereupon the Company must provide Mr. Wang a
severance payment of $20,000 at termination. Mr. Wang may also
terminate his employment upon 30 days prior written notice, however, in such
event a severance payment will not be made. The Company may also
terminate Mr. Wang’s employment upon 30 days prior written notice if the Company
undergoes a change of control, dissolution or bankruptcy event.
Mr. Wang has served as Chairman of the
Board of the Company since January 4, 2008. From 2004 through 2009,
Mr. Wang also served as Chairman of Huayuan Runtong (Beijing) Science and
Technology Co., Ltd., General Manager of Huayuan Kaituo (Beijing) Science and
Technology Co., Ltd., Chairman of Beijing Putaika Guarding Technology Co.,
Ltd. From 2001 through 2009, Mr. Wang served as Chairman of Beijing
Jinzheng Wantong Network Technology Development Co., Ltd. Prior to
this, Mr. Wang served as Chairman of Kaixin Jiye Investment Management Co., Ltd.
from November 1994 through July 2001. Mr. Wang earned a master’s
degree (EMBA) from Peking University.
During 2008 and 2009, Mr. Wang advanced
funds to the Company for working capital purposes. As of September 1,
2010, the principal amount outstanding pursuant on these loans is
$317,506. The outstanding amounts are non-interest bearing, unsecured
and have no fixed repayment terms.
Item
9.01.
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Financial Statements and
Exhibits.
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(d)
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Exhibits
|
|
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Exhibit
Number
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Description
|
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10.1
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Employment
Agreement dated September 1, 2010, between China INSOnline Corp. and
Zhenyu Wang.
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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.
Dated:
September 3, 2010
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|
|
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CHINA
INSONLINE CORP.
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|
|
|
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By:
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/s/
Zhenyu Wang
|
|
Name:
Zhenyu Wang
Title:
Chief Executive
Officer
|
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