8-K

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 14, 2008

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in Charter)

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

100 N. Barranca Ave. #810

West Covina, CA 91791

(Address of Principal Executive Offices)

(626) 839-9116

(Issuer Telephone number)

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))

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

Resignation of Directors

Effective March 14, 2008, Li Ning and Wei Ru Qin each voluntarily resigned as directors on the board of directors of Ever-Glory International Group, Inc. (the “Company”). The decision by each of these directors to resign from their positions was not the result of any material disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Independent Directors

Also effective March 14, 2008, the board of directors of the Company appointed the following persons to fill the vacancies created by the resignations of Mr. Li and Mr. Wei:

(i) Bennet P. Tchaikovsky

(ii) Changyu Qi

Based upon information submitted to the Board by Mr. Tchaikovsky and Mr. Qi, the board of directors has determined that Mr. Tchaikovsky and Mr. Qi are each “independent” under the listing standards of both the American Stock Exchange and the NASD Marketplace Rules. Neither appointee has participated in the preparation of the Company’s financial statements or any current subsidiary at any time during the past three years, and each of them are able to read and understand fundamental financial statements.

Agreements with Directors

Mr. Bennet and Mr. Qi have each have executed and delivered a director offer letter, a form of which is included with this 8-K as Exhibit 10.25. Under the terms of the agreements, each director will be entitled to the annual compensation described below.

Director Compensation

On March 14, 2008, the Board approved the following annual compensation for its independent (non-employee) directors, which shall apply for 2008:

Service Description	Amount (in U.S. dollars)
Base Compensation	$3,000
Audit Committee Member	$1,000
Compensation Committee Member	$1,000
Audit Committee Chairman	$3,000
Audit Committee Financial Expert	$26,000

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Each director may be appointed to perform multiple functions or serve on multiple committees, and accordingly, may be eligible to receive more than one category of compensation described above. Annual compensation will be paid in the form of a number of shares of the Company’s restricted common stock having an aggregate value equal to the annual compensation, as determined by the average per share closing prices of the Company’s common stock as quoted on the OTC Bulletin Board or national exchange, as applicable, for the five trading days leading up to and including the last trading date of the second 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 quarter (beginning with the second quarter of 2008), and within 30 days after the end of the fourth quarter, 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 a director serves. Independent directors are also eligible for reimbursement of all travel and other reasonable expenses relating to the directors’ attendance of board meetings. In addition, the Company has agreed to reimburse independent directors for reasonable expenses incurred in connection with the performance of duties as a director of the Company.

Audit Committee and Compensation Committee

In addition, effective March 14, 2008, the board of directors established an audit committee and a compensation committee, on which Mr. Tchaikovsky and Mr. Qi shall serve as members.

Upon review and discussion of such information as the Board deemed appropriate, the Board has determined that Mr. Bennet P. Tchaikovsky has the requisite attributes of an “audit committee financial expert” as defined by regulations promulgated by the Securities and Exchange Commission and that such attributes were acquired through relevant education and/or experience. The board of directors has also designated Mr. Tchaikovsky as the Chairman of the audit committee, and its audit committee financial expert.

Bennet P. Tchaikovsky served as Chief Financial Officer of Innovative Card Technologies from July 2004 to October 2007. From January 2003 through November 2003, Mr. Tchaikovsky served as the Vice President, Finance of TJR Industries, Inc., a company that produces trade shows for the woodworking industry. From December 2000 through June 2002, Mr. Tchaikovsky served as Interim Chief Financial Officer and Chief Financial Officer of Digital Lava. Mr. Tchaikovsky is a licensed Certified Public Accountant and an inactive member of the California State Bar. He received a B.A. in Business Economics from the University of California at Santa Barbara, and a J.D. from Southwestern University School of Law.

Changyu Qi has over 30 years of experience in international trade, and since February 2005, has served as inspector and deputy secretary of the Party Leadership Group of the Jiangsu Provincial Government’s Department of Foreign Trade and Economic Cooperation. In addition, Mr. Qi is also a director on the board of directors of Jiangsu Skyrun International Group (SHA: 600981) and has served in this position since 2007. He is currently the President of both the Jiangsu Chamber of Commerce for Import & Export Firms and the Jiangsu International Freight Forwarders Association. Mr. Qi received a B.S. in Foreign Trade and Economy from Beijing Foreign Trade University.

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Item 9.01Financial Statements and Exhibits 

Exhibit Number	Description
10.25	Form of Independent Director Offer Letter
99.1	Press Release dated March 19, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	EVER-GLORY INTERNATIONAL GROUP, INC.
Dated: March 19, 2008	By:	/s/ Kang Yihua
		Kang Yihua
		Chief Executive Officer

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EX-10.25

100 N. Barranca Ave. #810 West Covina, California 91791 Tel: (626) 839-9116

March __, 2008

Via Electronic Mail

[director candidate name]

[address]

Re: Board of Directors - Offer Letter

Dear  :

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 for the ensuing year, commencing on March __, 2008 (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.

3. Services for Others. You will be free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

4. Compensation. In consideration for your service as a member of the Board, the Company agrees to pay you the following annual compensation (the “Annual Compensation”) for 2008:

Service Description	Amount (in U.S. dollars)
[Base Compensation	$3,000]
[Audit Committee Member	$1,000]
[Compensation Committee Member	$1,000]
[Audit Committee Chairman	$3,000]
[Audit Committee Financial Expert	$26,000]
Total:	$[_______]

The Annual Compensation shall be paid to you in such number of shares of the Company’s restricted common stock having the aggregate value equal to the Annual Compensation, as determined by the average per share closing prices of the Company’s common stock as quoted on the OTC Bulletin Board or national exchange, as applicable, for the five trading days leading up to and including the last trading date of the second quarter of the year for which compensation is being paid. The restricted shares of the Company’s common stock described in this Section 4 are collectively referred to as the “Shares”. Compensation, in the form of shares, shall be issued and paid semi-annually, within 30 days following the end of the second quarter (beginning with the second quarter of 2008), and within 30 days after the end of the fourth quarter, 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, Directors and Officers Liability Insurance from an internationally recognized underwriter with terms of coverage appropriate for a company of our size and nature, 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 first set forth above.

Sincerely,
EVER-GLORY INTERNATIONAL GROUP, INC.
By:
	Kang Yihua
	Chief Executive Officer

AGREED AND ACCEPTED:

[name of director]

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EX-99.1

Contact:
Ever-Glory International Group, Inc	CCG Elite Investor Relations
Emily Guo, Chief Financial Executive	Crocker Coulson, President
Phone: +86-25-52096222	Phone: +1-646-213-1915 (New York)
Email: emily@ever-glory.com	Email: crocker.coulson@ccgir.com

For Immediate Release

Ever-Glory Appoints Two New Independent Directors

Nanjing, China - March 19, 2008 - The Board of Directors of Ever-Glory International Group, Inc. (OTCBB: EVGY) (“Ever-Glory,” the “Company”), a leading apparel manufacturer in the People's Republic of China (“PRC”), today announced that Mr. Bennet P. Tchaikovsky and Mr. Changyu Qi have accepted appointments as independent directors of the Company effective March 14, 2008. Mr. Tchaikovsky and Mr. Qi replace Mr. Ning Li and Mr. Ru Qin Wei, both of whom voluntarily stepped down from the Board of Directors effective March 14, 2008.

"We are pleased to welcome these two highly qualified independent directors to our board of directors. Their solid backgrounds and depth of experience will help make significant contributions to our company and ensure we meet the high standard of corporate governance necessary to be listed on a senior U.S. exchange,” said Mr. Yihua Kang, Chairman and Chief Executive Officer of Ever-Glory.

Mr. Tchaikovsky will serve as Chairman of the Board’s Audit Committee. He served as Chief Financial Officer of Innovative Card Technologies from July 2004 to October 2007 and as Vice President of Finance for TJR Industries, Inc. from January 2003 through November 2003. Prior to that, he was the Interim Chief Financial Officer and Chief Financial Officer of Digital Lava. Mr. Tchaikovsky is a licensed Certified Public Accountant and an inactive member of the California State Bar. He received a B.A. in Business Economics from the University of California at Santa Barbara and a J.D. from Southwestern University School of Law.

Mr. Qi will serve as a board member. He has more than 30 years of experience in international trade and has served as an independent director on the board of directors of Jiangsu Skyrun International Group since 2007. He is currently the President of both the Jiangsu Chamber of Commerce for Import & Export Firms and the Jiangsu International Freight Forwarders Association. Mr. Qi received a B.S. in Foreign Trade and Economy from Beijing Foreign Trade University.

About Ever-Glory International Group, Inc.

Ever-Glory International Group (OTCBB: EVGY) is a U.S. publicly-traded company engaged in international garment manufacturing for well-known middle- to high-grade casual, outer, and sportswear brands. The Company's U.S. headquarters is in Los Angeles, California, although Ever-Glory also has three subsidiaries, Goldenway Nanjing Garments Co. Ltd., Nanjing New-Tailun Garments Co, Ltd. and Nanjing Catch-Luck Garments Co., Ltd. Ever-Glory has strategic business partners in countries including China, Japan, Europe and the U.S. The Company cooperates with branded retail chains that are widely known in their respective markets. In 2007, 57% of the company’s total sales revenue came from customers in Europe, 16% from Japan, 21% from the United States and 6% from within China. For more information about Ever-Glory International Group, please visit: http://www.everglorygroup.com.

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This press release contains certain "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and the actual results and future events could differ materially from management's current expectations. Such factors include, but are not limited to the company’s ability to accurately complete product orders, coordinate product design with its customers, ability to expand and grow its distribution channels, political and economic factors in the People’s Republic of China, the company’s ability to find attractive acquisition candidates and/or joint venture partners, the performance of third parties with whom the company does business, dependence on a limited number of larger customers and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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