8-K

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): April 7, 2009 (April 1, 2009)

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in charter)

Florida	000-28806	65-0420146
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

100 N. Barranca Ave. #810

West Covina, CA 91791

(Address of Principal Executive Offices) (Zip code)

(626) 859-6638

(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2010, the Board of Directors (the “Board”) of Ever-Glory International Group Inc. (the “Company”) elected Gerald (Gerry) Goldberg as a director of the Company to fill an existing vacancy on the Board created by the resignation of Bennet P. Tchaikovsky.   Based upon information submitted to the Board by Mr. Goldberg, the Board has determined that Mr. Goldberg is  “independent” under the listing standards of both NYSE Amex and the NASD Marketplace Rules.  Mr. Goldberg has not participated in the preparation of the Company’s financial statements or any current subsidiary at any time during the past three years, and is able to read and understand financial statements.  The Board also determined that Mr. Goldberg qualifies as an audit committee financial expert under Item 407(d)(5)(ii) and (iii) of Regulation S-K.

Mr. Goldberg will serve as the Chairman of the Audit Committee and a member of the Compensation Committee of the Board.

We entered into a letter agreement with Mr. Goldberg regarding the terms of his service as a director, which was included as Exhibit 10.1 to this Form 8-K. Under our agreement with Mr. Goldberg, he will be entitled to receive annual compensation of $34,000 for his services rendered pursuant to the agreement, in accordance with the compensation guidelines established by the Board for non-employee directors.  Mr. Goldberg’s annual compensation will be paid in cash of $24,000 and in such number of shares of the Company’s restricted common stock having an aggregate value equal to $10,000, as determined by the average per share closing prices of the Company’s common stock as quoted on national exchange, as applicable, for the five trading days leading up to and including the last trading date of the quarter following which the shares are to be issued (i.e. when the shares are issued within 30 days following the end of the second quarter and the fourth quarter) of the year for which compensation is being paid. The total number of formal Committee meetings the Company requests for Mr. Goldberg's participation will not be more than seven times per 12 months starting from the effective date of the agreement,  Mr. Goldberg will receive an extra compensation of $500 for each additional formal Committee meeting he participates at the Chairman’s request.   His Compensation, in the form of shares, shall be issued and paid semi-annually, within 30 days following the end of the second and the fourth quarter (beginning with the second quarter of 2010), of each calendar year. Compensation, in the form of cash，shall be paid quarterly, within 30 days following the end of each quarter (beginning with the second quarter of 2010), of each calendar year. In addition, the Annual Compensation will be pro rated daily (based on a 360 day year) for any portion of the year during which he serves as a director. As an independent director, Mr. Goldberg will also be eligible for reimbursement of all travel and other reasonable expenses relating to his attendance of Board meetings in person and performance of duties.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the definitive transaction document, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Except for the letter agreement between the Company and Mr. Goldberg which contains certain terms under which Mr. Goldberg will serve as a director, there is no arrangement or understanding between Mr. Goldberg and any other persons, pursuant to which Mr. Goldberg was selected as a director.

Following the appointment of Mr. Goldberg as the third independent director on a five-member board, the Company now has a majority of independent directors on its board.

A copy of the Company’s press release announcing these appointments is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) SHELL COMPANY TRANSACTIONS

Not Applicable

(d) EXHIBITS.

Exhibit Number	Description
10.1	Letter Agreement by and between Ever-Glory International Group Inc.and Mr. Goldberg effective as of April 1, 2010
99.1	Press Release issued by Ever-Glory International Group Inc., dated April 7, 2010, entitled "Ever-Glory Appoints New Independent Director”.

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: April 7, 2010	By:	/s/ Edward Yihua Kang
		Edward Yihua Kang
		Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Letter Agreement by and between Ever-Glory International Group Inc.and Mr. Goldberg effective as of April 1, 2010
99.1	Press Release issued by Ever-Glory International Group Inc., dated April 7, 2010, entitled "Ever-Glory Appoints New Independent Director”.

EX-10.1

100 N. Barranca Ave. #810

West Covina, California 91791

Tel: (626) 839-6638

April  , 2010

Via Electronic Mail

Gerry Goldberg

Address: 19 Peter Andrew Crescent

Thornhill, Ontario L4J3E2

Canada

Tel:  (416)460-3000

Re: Board of Directors – Offer Letter

Dear Mr. Goldberg:

Ever-Glory International Group, Inc., a Florida corporation (the “Company”), is pleased to offer you a director position on its Board of Directors (the “Board”).  The Board’s purpose is to oversee or direct the property, affairs and business of the Company.

Should you chose to accept this position as a member of the Board, this letter shall constitute an agreement between you and the Company (the “Agreement”) and contains all the terms and conditions relating to the services you are to provide.

1.           Term.  This Agreement shall be effective  from the later of a) April 1 2010 and b) the next day after the Company’s filing of its Form 10-K Annual Report for fiscal year ended on December 31, 2009 (the “Effective Date”). Your term as director shall continue until your successor is duly elected and qualified.  The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this agreement shall remain in full force and effect unless otherwise revised on such terms as mutually agreed to by you and the Company.

2.           Services.  You shall render services in the area of overseeing or directing the Company’s property, affairs and business (hereinafter your “Duties”). Every year, the Board shall hold such number meetings at such times and locations as determined by the Chairman of the Board, and participate in the meetings via teleconference, video conference or in person.  Upon the reasonable request of the Chairman, you agree to attend one or more board meetings in person (each, an “Attended Meeting”).  You shall consult with the other members of the Board as necessary via telephone, electronic mail or other forms of correspondence.  In addition, you agree to be appointed to certain special committees of the Board, initially consisting of the Audit and Compensation Committees, and participate as necessary, in person or via teleconference or video conference in the meetings of those special committees. The total number of formal Committee meetings the Company requests for your participation will not be more than seven times per 12 months starting from the effective date of the agreement.  You are entitled to an extra compensation of $500 for each additional formal Committee meeting you participate at the Chairman’s request. 

3.           Services for Others. While we recognize that you do serve as a director of other companies and that you are a partner in a registered public accounting firm that represents and audits other companies, you understand and agree that you are and will be subject to our policy that restricts you from disclosing any material non public information concerning our company or from using or disclosing any of our trade secrets or other proprietary information. Similarly, we both agree that you will not use or disclose, in the performance of your duties as a director, any trade secrets or proprietary information of any other company.

4.           Compensation.  In consideration for your services as a member of the Board, the Company agrees to pay you an total annual compensation of $34,000 (the “Annual Compensation”) for your below services:

Audit Committee Member

Compensation Committee Member

Audit Committee Chairman

Audit Committee Financial Expert

In addition to the Annual Compensation, the Company will pay you an extra compensation of $500 for each additional formal Committee meeting you participate at the Chairman’s request.The Annual Compensation shall be paid to you in cash of $24,000 and in such number of shares of the Company’s restricted common stock having the aggregate value equal to $10,000, as determined by the average per share closing prices of the Company’s common stock as quoted on the OTC Bulletin Board or a national exchange, as applicable, for the five trading days leading up to and including the last trading date of the quarter following which the shares are to be issued (i.e. when the shares are issued within 30 days following the end of the second quarter and the fourth quarter.) of the year for which compensation is being paid. Compensation, in the form of shares, shall be issued and paid semi-annually, within 30 days following the end of the second and the fourth quarter (beginning with the second quarter of 2010), of each calendar year. Compensation, in the form of cash，shall be paid quarterly, within 30 days following the end of each quarter (beginning with the second quarter of 2010), of each calendar year. In addition, the Annual Compensation will be pro rated daily (based on a 360 day year) for any portion of the year during which you serve as a director.

If the Chairman requests your presence at an Attended Meeting, the Company agrees to reimburse all of your travel and other reasonable expenses relating to the Attended Meeting.  In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of the Company.

Your compensation as a director and for service on committees in any future periods is subject to the determination of the Board of Directors, and may differ in future periods should you continue to serve on the board.

5.           D&O Insurance Policy. The Company agrees to obtain, within a reasonable time upon execution of this Agreement, Directors and Officers Liability Insurance with terms of at least $3,000,000 coverage, which shall be maintained throughout the term of this Agreement.

6.           No Assignment.  Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

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7.           Confidential Information; Non-Disclosure.  In consideration of your access to the premises of the Company and/or you access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a.           Definition.  For purposes of this Agreement the term “Confidential Information” means:

i.           Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii.           Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii.           By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b.           Exclusions.  Notwithstanding the foregoing, the term Confidential Information shall not include:

i.           Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this agreement, or any other agreement requiring confidentiality between the Company and you;

ii.           Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii.           Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c.           Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same.  In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company.  In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items.  You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand or upon termination of this agreement.

d.           No Disclosure.  You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of his business relationship with the Company.  You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this agreement.

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8.           Certain Representations.  You represent and agree that you are accepting the Shares for your own account and not with a view to or for sale in connection with any distribution thereof.  You understand that the Shares will be subjected to the restrictions in the Company’s Articles of Incorporation and Bylaws and will not be freely transferable.  You further represent that you are an “accredited” investor as this term is defined in the Securities Act, and that by reason of your business or financial experience, you have the capacity to protect your own interest in connection with receiving the Shares as compensation.  You further represent that you were not solicited by publication of any advertisement in connection with the receipt of the Shares and that you have consulted tax counsel as needed regarding the Shares.

9.           Independent Contractor.  In performing your services on the Board, you will be an independent contractor and not an employee of the Company. Except as set forth in this Agreement, you will not be entitled to any additional compensation or participate in any benefit plans of the Company in connection with your services on the Board.  You may not bind the Company or act as a principal or agent thereof.

10.           Entire Agreement; Amendment; Waiver.  This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set forth above.

	Sincerely,
	EVER-GLORY INTERNATIONAL GROUP, INC.
By:
	Guo Yan
	Chief Financial Officer

AGREED AND ACCEPTED:

Gerry Goldberg

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EX-99.1

Ever-Glory Appoints New Independent Director

NANJING, China, April 7 /PRNewswire-Asia-FirstCall/ -- Ever-Glory International Group, Inc. (the "Company," "Ever-Glory") (NYSE Amex: EVK) today announced that the Board of Directors elected Mr. Gerald (Gerry) Goldberg as a director of the Company to fill an existing vacancy on the Board created by the resignation of Mr.Bennet P. Tchaikovsky.

"It is our pleasure to have Mr. Gerald (Gerry) Goldberg join Ever-Glory's Board of Directors as an independent director and become Chairman of our Audit Committee. His solid background and depth of financial experience will help make significant contributions to our company," said Mr. Edward Yihua Kang, Chairman of the Board and Chief Executive Officer of Ever-Glory.

Gerald (Gerry) Goldberg is a Chartered Accountant and is a senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, which has been ranked among the largest accounting firms in Canada. Gerry has over 30 years of experience in accounting and audit. He heads the US Public Company audit division of the firm and has industry expertise in the service, distribution, retail, real estate and manufacturing industries, etc. He is or has been a director of China Wind Systems Inc. (NasdaqGM:CWS), JITE Technologies Inc. (TSX VENTURE:JTI.V), Baymount Inc. (TSX VENTURE:BYM), Grasslands Entertainment Inc. (TSX VENTURE:GEE), Sagittarius Capital Corporation (TSX VENTURE:SCX.P) and  Prime City One Capital Corp (TSX VENTURE:PMO) (Formally Scorpio Capital Corp).

About Ever-Glory International Group, Inc.

Based in Nanjing, China, Ever-Glory International Group, Inc. is a leading apparel supply chain manager and retailer in China. Ever-Glory is the first Chinese apparel company listed on the American Stock Exchange (now called NYSE Amex), and has a focus on middle-to-high grade casual wear, outerwear, and sportswear brands. The Company maintains global strategic partnerships in Europe, the United States, Japan and China, conducting business with several well-known brands and retail chain stores. In addition, Ever-Glory operates its own domestic chain of retail stores known as "LA GO GO."

Safe Harbor Statement

Certain statements in this release and other written or oral statements made by or on behalf of the Company are "forward looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. The forward looking statements are subject to a number of risks and uncertainties including market acceptance of the Company's products and projects, the Company's continued access to capital, currency exchange rate fluctuation and other risks and uncertainties. The actual results the Company achieves may differ materially from those contemplated by any forward-looking statements due to such risks and uncertainties. These statements are based on our current expectations and speak only as of the date of such statements. Readers should carefully review the risks and uncertainties described in the Company's latest Annual Report on Form 10-K and other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.

SOURCE  Ever-Glory International Group, Inc.

/CONTACT: Yan Guo, Chief Financial Officer, Ever-Glory International Group, Inc. at +86-25-5209-6889 /