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): August 31, 2011

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.)

Ever-Glory Commercial Center,

509 Chengxin Road, Jiangning Development Zone,

Nanjing, Jiangsu Province,

Peoples Republic of China

 (Address of Principal Executive Offices)

(8625) 5209-6875

(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© under the Exchange Act (17 CFR 240.13e-4©)

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

On August 31, 2011, the Board of Directors (the “Board”) of Ever-Glory International Group, Inc. (the “Company” or “we”) appointed Mrs. Merry Tang to be a member of the Board, effective September 1, 2011.  Mrs. Tang was also appointed as Chairwoman of the Audit Committee and a member of the Compensation Committee and the Nominating and the Corporate Governance Committee of the Board.

We entered into a letter agreement with Mrs. Tang regarding the terms of her service as a director, which was included as Exhibit 10.1 to this Form 8-K. Under our agreement with Mrs. Tang, she will be entitled to receive annual compensation of $34,000 for her services rendered pursuant to the agreement, in accordance with the compensation guidelines established by the Board for non-employee directors.  Mrs. Tang’s annual Compensation shall be paid 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 an independent director, Mrs. Tang will also be eligible for reimbursement of all travel and other reasonable expenses relating to her 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 Mrs. Tang which contains certain terms under which Mrs. Tang will serve as a director, there is no arrangement or understanding between Mrs. Tang and any other persons, pursuant to which Mrs. Tang was selected as a director. There are no related party transactions involving Mrs. Tang that are reportable under Item 404(a) of Regulation S-K.

There are no material plans, contracts or arrangements to which Mrs. Tang is a party or in which she participates nor has there been any material amendment to any plan, contract or arrangement by virtue of Mrs. Tang’s appointment.

Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits

10.1	Letter Agreement for appointment of Merry Tang dated August 31, 2011
99.1	Press Release issued by Ever-Glory International Group Inc. dated August 31 entitled “Ever-Glory  Announces Appointment of 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:  August 31, 2011	By:	/s/ Edward Yihua Kang
		Name:  Edward Yihua Kang
		Title:  Chief Executive Officer

EX-10.1

Exhibit 10.1

Ever-Glory Commercial Center,

509 Chengxin Road, Jiangning Development Zone,

Nanjing, Jiangsu Province,

Peoples Republic of China

Tel: 86-25-52096875

August  31 , 2011

Via Electronic Mail

Mrs. Merry. Tang

Address: 52 Bridge Street, Metuchen, NJ 08840, USA

Tel: 732 - 662- 4623

Re: Board of Directors – Offer Letter

Dear Mrs. Tang:

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”).

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 one (1) year, commencing on September 1, 2011 (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 the Company’s property, affairs and business (hereinafter the “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 Committees, Compensation Committees and Nominating and the Corporate Governance Committee, 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 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

Nominating and the Corporate Governance Committee Member

Audit Committee Chairman

Audit Committee Financial Expert

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 fourth quarter of 2011), 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 third quarter of 2011), 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 of the Board 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.           Indemnification.  The Company agrees that it shall indeminify you if you become a party to any proceeding or is threatened to be made a party to any pending action, suit or proceeding, by reason of the fact that you are a director of the Company, against liability incurred in connection with such proceeding, including any appeal thereof, if you acted in good faith and in a manner  you reasonably believed to be in, or not opposed to, the best interest of the Company, and  with respect to any criminal action or proceeding, had no reasonable cause to believe your conduct was unlawful.  The Company's indemnification of directors is set forth in Article V of the Company's Amended and Restated Bylaws, which shall be incorporated in full in this letter.

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.

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.

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: /s/ Edward Yihua Kang     

Edward Yihua Kang

      Chief Executive Officer

AGREED AND ACCEPTED:

/s/ Merry Tang         

Merry Tang

EX-99.1

Exhibit 99.1

Ever-Glory Announces Appointment of New Independent Director

NANJING, China, Aug. 31, 2011 /PRNewswire-Asia-FirstCall/ -- Ever-Glory International Group, Inc. (the "Company," "Ever-Glory") (NYSE Amex: EVK), a leading apparel supply chain manager and retailer in China, today announced that the Board of Directors elected Mrs. Merry Tang as an independent director of the Company's board, effective on September 1, 2011, to fill an existing vacancy on the Board created by the resignation of Mr. Gerald (Gerry) Goldberg, effective on August 22, 2011. Mrs. Tang was also appointed as Chairwoman of the Audit Committee and a member of the Compensation Committee and the Nominating and the Corporate Governance Committee of the Board.

Mr. Goldberg's resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

"Mr. Goldberg has been a highly valued director of our Board and we wish him all the best in his future endeavors," said Mr. Edward Yihua Kang, Chairman and Chief Executive Officer of Ever-Glory. "We are very pleased to have Mrs. Merry Tang join Ever-Glory's Board of Directors as an independent director and Chairwoman of our Audit Committee. We believe her solid background and in-depth financial experience will make significant contributions to our company."

Merry Tang, MS, MA, CPA, is currently the principal and managing partner of GZTY CPA Group, LLC, - U.S. based CPA firms offering services in risk assessment, audit engagements, Sarbanes-Oxley-related advice, and other advisory services. She also sits in the board of directors of China Sunergy Co. Ltd, (CSUN), a NASDAQ listed Chinese solar energy company, as an independent director and Chairwoman of the Audit Committee.

Mrs. Tang has extensive accounting, auditing, and financing experiences from her more than 16 years professional career in CPA firms, private sector and government agencies. Prior to forming GZTY CPA Group, LLC with her partners, she served as a senior financial and IT auditor in PricewaterhouseCoopers, LLC from 2004 to 2006, a finance manager of Lucent Technologies, Inc. from 1996 to 2004, and assistant director of cash management and investment division in New York State Insurance Fund from 1993 to 1995. Before working in the US, she was an assistant professor teaching financial management in the Central University of Finance and Economics in Beijing, China. Mrs. Tang graduated from the Central University of Finance & Banking, Beijing, China with a bachelor degree in banking in 1983 and a master degree in finance in 1986, before going on to receive her master degree in accounting from the State University of New York at Albany in 1993.

Mrs. Tang has broad experience in Sarbanes-Oxley compliance, SEC filing and reporting, financial system implementation, financial analysis, management reporting, business incorporation services, financial planning, tax preparation and financial advisory services etc.

Mrs. Tang earned her master degree in accounting from State University of New York at Albany, and a master degree and bachelor degree in finance and banking, respectively, from China's Central University of Finance & Economics. Mrs. Tang is a Certified Public Accountant (CPA), certified in both the State of New York and New Jersey. She is also a member of the American Institute of Certified Public Accountants and the New Jersey Society of Public Accountants.

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."

Cautionary Note Regarding Forward-Looking Statements

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.

CONTACT: Yanhua Huang of Ever-Glory International Group, Inc. at +86-25-5209-6875