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): March 15, 2012 (March 9, 2012)
THT HEAT TRANSFER TECHNOLOGY,
INC.
(Exact name of registrant as specified in its
charter)
Nevada | 001-34812 | 20-5463509 |
(State or other jurisdiction of incorporation | (Commission File Number) | (IRS Employer Identification No.) |
or organization) |
THT Industrial Park
No.5 Nanhuan Road, Tiexi District
Siping, Jilin Province 136000
People's Republic of China
(Address
of principal executive offices)
86-434-3265241
(Registrant's telephone number,
including area code)
(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 March 8, 2012 Mr. William Haus informed the Board of Directors of THT Heat Transfer Technology, Inc. (the Company) his intention to resign as the director and chairman of the Audit Committee, effective on March 9, 2012. Mr. Haus resignation is not in connection with any known disagreement with the Company on any matter. In connection with the resignation of Mr. Haus, the board of the Company appointed Mr. Jingxu Chen as the director, effective on March 15, 2012. Mr. Chen is an independent director pursuant to the independence requirement under NASDAQ Rule 5605(c)(2)(A)(ii). Mr. Chen will be a member of the Audit Committee, the Compensation Committee and the Nominating Committee of the Board of Directors. Mr. Chen will also serve as chairman of the Audit Committee. He qualifies as an audit committee financial expert. Mr. Chen will serve as a director until the next annual shareholder meeting or until his successor has been duly appointed or elected, whichever is the earlier. A copy of the press release announcing Mr. Hauss resignation and the appointment of Mr. Chen is filed as Exhibit 99.1 hereto and is hereby incorporated by reference.
Mr. Chen has around 15 years accounting and auditing experience, from which he has gained extensive knowledge of China, US, Hong Kong and International Financial Reporting Standards (IFRS). After beginning his career as an Auditor with PricewaterhouseCoopers (PwC) in 1997, he was promoted to Senior Auditor in 1999 and remained with PwC until 2004, when he joined Schwartz Levitsky Feldman LLP as Senior Auditor. In 2006, Mr. Chen joined NASDAQ-listed China BAK Battery, Inc., where he offers strategic counsel on finance and accounting related matters in his role as Financial Consultant. Mr. Chen holds a bachelors degree in Accounting and Auditing from Shenzhen University, Peoples Republic of China.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
Number | Description |
99.1 | Press Release, dated March 15, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THT HEAT TRANSFER TECHNOLOGY, INC. | |
Date: March 15, 2012 | /s/ Guohong Zhao |
Guohong Zhao | |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press Release dated March 15, 2012 |
Exhibit 99.1
THT Heat Transfer Technology Announces Board Changes
SIPING, CHINA March 15, 2012 THT Heat Transfer Technology, Inc. (Nasdaq: THTI) (THT or the Company), a leading provider of heat exchangers and heat exchange solutions in Chinas clean technology industry, today announced that the board of directors (the Board) has appointed Mr. Jingxun Chen as an independent non-executive director and chairman of the audit committee, effective March 15, 2012. He replaces Mr. William P. Haus, who has resigned for personal reasons from his position as an independent non-executive director and chairman of the audit committee, effective March 9, 2012.
Mr. Chen has around 15 years accounting and auditing experience, from which he has gained extensive knowledge of China, US, Hong Kong and International Financial Reporting Standards (IFRS). After beginning his career as an Auditor with PricewaterhouseCoopers (PwC) in 1997, he was promoted to Senior Auditor in 1999 and remained with PwC until 2004, when he joined Schwartz Levitsky Feldman LLP as Senior Auditor. In 2006, Mr. Chen joined NASDAQ-listed China BAK Battery, Inc., where he offers strategic counsel on finance and accounting related matters in his role as Financial Consultant. Mr. Chen holds a bachelors degree in Accounting and Auditing from Shenzhen University, Peoples Republic of China.
Chairman and Chief Executive Officer of THT, Mr. Guohong Zhao, said, I'm pleased to welcome Mr. Chen to our Board. He brings to THT a wealth of experience gained from working at reputable international accountancy firms including Big Four firm PwC, as well as at a China-headquartered, NASDAQ-listed company. Mr. Chens strong track record, which includes advising on financial statements prepared according to US and international accounting standards, positions him to offer invaluable guidance to THT. We look forward to drawing on his expertise as we work to continue to meet and exceed the high standards of transparency and disclosure required of a US-listed company. On behalf of the Board, I would also like to thank Mr. Haus for his dedication and contribution to THTs success. We wish him the best in his future endeavors.
About THT Heat Transfer Technology, Inc.
Through its Chinese operating subsidiaries, THT Heat Transfer Technology, Inc. designs, manufactures and sells plate heat exchangers, shell-and-tube heat exchangers, heat exchanger units and other heat exchanger products with total heat exchange solutions. Heat exchangers play an integral part in helping customers improve energy efficiency. Used in a number of industries, THTs products focus on energy conservation, emission reduction and other environmentally friendly applications. Its six major product categories are plate heat exchangers, shell-and-tube heat exchangers, air-cooled heat exchangers, weld plate heat exchangers, heat exchanger units and plate-and-shell heat exchangers. The Company also offers comprehensive heat exchange solutions.
THTs in-house R&D capabilities enable it to deliver tailored products that better meet the changing demands of its customers. The Company has a strong record of delivering high-quality products and services to leading domestic and international customers. THT has completed over 3,000 projects and has provided heat exchange solutions to several Fortune 500 companies. The Company is headquartered in Siping City, Jilin Province, China. For more information, please visit the Company's website at www.tht.cn.
Contact:
The Company:
Mr. Jack Xiao
Investor Relations Specialist
THT Heat Transfer Technology,
Inc.
Tel:+86 (434) 3266779
Email: IR@tht.cn
Investor Relations (Beijing):
Xiaoyan Su
Taylor Rafferty
Tel: +86 (10) 8588 6722
Email:
tht@taylor-rafferty.com
Investor Relations (US):
Kelly Gawlik
Taylor Rafferty
Tel: +1 (212) 889 4350
Email:
tht@taylor-rafferty.com