-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FF6cgpW6nwMcZvkHg/gLhUe35OflZCdz9YgZXt26I9MyuhvKgecEOJ9yCNy6QInh vWca8a2hukCISQdCCSHXvw== 0001144204-09-015690.txt : 20090323 0001144204-09-015690.hdr.sgml : 20090321 20090323172257 ACCESSION NUMBER: 0001144204-09-015690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090317 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090323 DATE AS OF CHANGE: 20090323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Solar & Clean Energy Solutions, Inc. CENTRAL INDEX KEY: 0000717588 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 953819300 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12561 FILM NUMBER: 09699498 BUSINESS ADDRESS: STREET 1: BUILDING 3 NO. 28, STREET 2: FENG TAI NORTH ROAD, CITY: BEIJING STATE: F4 ZIP: 100071 BUSINESS PHONE: 86-10-63850516 MAIL ADDRESS: STREET 1: BUILDING 3 NO. 28, STREET 2: FENG TAI NORTH ROAD, CITY: BEIJING STATE: F4 ZIP: 100071 FORMER COMPANY: FORMER CONFORMED NAME: Deli Solar (USA), Inc. DATE OF NAME CHANGE: 20050908 FORMER COMPANY: FORMER CONFORMED NAME: MEDITECH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 8-K 1 v143677_8k.htm Unassociated Document
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 17, 2009

China Solar & Clean Energy Solutions, Inc.
(Exact name of registrant as specified in charter)

Nevada
(State or other jurisdiction of incorporation)

000-12561
 
95-3819300
(Commission File Number)
 
(IRS Employer Identification No.)
 
Building 3 No. 28, Feng Tai North Road, Beijing China, 100071

(Address of principal executive offices and zip code)

+86-10-63850516

 (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 registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
   
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))
 

 
On March 17, 2009, the Chief Financial Officer of China Solar & Clean Energy Solutions, Inc. (the “Company”), Yihai Yang, resigned as Chief Financial Officer and director of the Company.   There were no disagreements between Mr. Yang and the Company on any matter relating to the Company’s operations, policies or practices, that resulted in his resignation as Chief Financial Officer of the Company.

The Board of Directors of  the Company appointed Ms. Jing Chen to serve as the Chief Financial Officer of the Company effective on March 18, 2009.  Ms. Chen has no family relationships with any of the executive officers or directors of the Company.  There were no arrangements or understandings between Ms. Chen and any other person pursuant to which she was selected as Chief Financial Officer.  There have been no related party transactions in the past two years in which the Company or any of its subsidiaries was or is to be a party, in which Ms. Chen had, or will have, a direct or indirect material interest.

Ms. Chen, who is 43 years old, has a broad range of experience as chief financial officer of U.S. public companies. She was Chief Financial Officer of China Valves Technology, Inc. (OTCBB: CVVT.OB), a China-based manufacturer of high-quality metal valves, from October 7, 2008 to February 2009.  From December 2007 to October 2008, Ms. Chen was the Chief Financial Officer of Origin Agritech Inc. (NasdaqGS: SEED), crop seed company based in China  Prior to that, Ms. Chen was Senior Director of Finance of iKang Healthcare Inc. from December 2006 to November 2007.  From August 2001 to November 2006, Ms. Chen was the Director of Finance of Elong Inc. (NasdaqGM: LONG), a leading online travel company in China. Ms. Chen holds a Doctor of Business Administration from Victoria University, Switzerland and a MBA from City University. Ms. Chen is also a member of CPA Australia.
 
Ms. Chen entered into a five year agreement with the Company for an annual salary of RMB650,000.00.  Ms. Chen was also granted an option to purchase 100,000 shares of the Company’s common stock which vests over a three-year period.

Item 7.01 Regulation FD Disclosure

On March 19, 2009, the Company issued a press release relating to the resignation of Mr. Yang as Chief Financial Officer and director and the hiring of Ms. Chen as Chief Financial Officer. A copy of that release is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.
 
(c)           Exhibits.
 
Exhibit No.                                Description
 
99.1           Press Release dated March 19, 2009.
 

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.

 
CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
   
 
By:
/s/ Deli Du
   
Name: Deli Du
   
Title: Chief Executive Officer and President
Dated: March 19, 2009
   
 
 
 

 
 
Exhibit No.                                Description
 
99.1           Press Release dated March 19, 2009.
 
 
 

 
 
EX-99.1 2 v143677_ex99-1.htm Unassociated Document
 
Exhibit 99.1
China Solar & Clean Energy Solutions Announces New Chief Financial Officer
- Ms. Veronica Jing Chen Named Chief Financial Officer -

BEIJING, CHINA (March 19, 2009) -- China Solar & Clean Energy Solutions, Inc. (“CSOL” or the “Company”) (OTC BB: CSOL), a premier manufacturer and distributor of solar water heaters, renewable energy solutions, and space heating devices in the People's Republic of China, today announced the appointment of Ms. Veronica Jing Chen as its Chief Financial Officer, effective immediately.

Ms. Chen is a seasoned executive with more than 20 years of experience in accounting, finance, and general management.  Prior to joining CSOL, she had been Chief Financial Officer of China Valve Technology (OTC BB: CVVT) and Origin Agritech (NASDAQ: SEED), two publicly-listed companies on US Exchanges with principal operations in China.  Before that, she served as Senior Director of Finance at iKang Healthcare; Director of Finance at eLong (NASDAQ: LONG); and Finance Manager of the North China Region for Eli Lilly Asia Inc. China Representative Office.

Spanning her extensive career as a financial executive, Ms. Chen has established and successfully managed accounting systems, improved financial reporting and controls, and implemented internal policies and procedures in compliance with standards required by the Sarbanes-Oxley Act.  Ms. Chen currently holds a CPA Australia membership, and received a Ph.D. in Business Administration from Victoria University, Neuchâtel, Switzerland, and an MBA from City University, Seattle, Washington.

With the hiring of Ms. Chen, Mr. Yang Yihai has resigned from his CFO position, effective March 17, 2009.

Mr. Deli Du, President and CEO of CSOL, commented, "We are very pleased to have Ms. Chen join our Company and believe she will be an excellent addition to our senior management team.  Ms. Chen’s broad experience at overseas-listed companies and deep knowledge of Chinese operations provide CSOL with proven leadership in financial management, control, and reporting.  I look forward to working closely with her, as we focus on executing our future growth plans.  We aim to strengthen our corporate governance, drive higher productivity, optimize our cost structure and investments, and maximize our profitability.  We look forward to her contributions in the months and years ahead.  As we welcome Ms. Chen to our team, we express our many thanks to Mr. Yang for his service and continued efforts during this transition period.  We remain committed to continue building a strong, diverse and capable management team, and, most importantly, to continue growing a strong, profitable and responsive enterprise at China Solar.”

About China Solar & Clean Energy Solutions, Inc
China Solar & Clean Energy Solutions, Inc. operates through its wholly owned subsidiaries Bazhou Deli Solar Energy Heating Co. Ltd. ("Deli Solar (Bazhou)"), Beijing Deli Solar Technology Development Co., Ltd., Shenzhen PengSangPu Solar Industrial Products Corporation and its 51% ownership in Tianjin Huaneng Group, all located in the PRC. The Company manufactures and distributes hot water and space heating devices to customers in the PRC, in addition to waste heat recovery systems. For more information, please visit http://www.cn-sce.com ..

Safe Harbor Statement:
Certain statements in this news release may contain forward-looking information about China Solar & Clean Energy Solutions and its subsidiaries business and products within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. The actual results may differ materially depending on a number of risk factors including, but not limited to, the general economic and business conditions in the PRC, market and customer acceptance and demand for products, ability to market products, fluctuations in foreign currency markets, the use of estimates in the preparation of financial statements, the impact of competitive products and pricing, the ability to develop and launch new products on a timely basis, the regulatory environment, fluctuations in operating results, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Solar & Clean Energy Solutions undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.



For more information please contact:

Judy Zhu
China Solar & Clean Energy Solutions, Inc.
Tel: +86-10-6386-0500
Email: delisolar@yahoo.com.cn

Michael Tieu
ICR
Tel: +86-10-6599-7960
Email: Michael.tieu@icrinc.com
 
 
 

 
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