Current Report Filing (8-k)
January 29 2021 - 7:31AM
Edgar (US Regulatory)
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):
January 29, 2021 (January 28, 2021)
SINO-GLOBAL
SHIPPING AMERICA, LTD.
(Exact name of Registrant as specified in
charter)
Virginia
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001-34024
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11-3588546
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(State or other jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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1044 Northern Boulevard, Suite 305
Roslyn, New York 11576-1514
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (718) 888-1814
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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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SINO
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NASDAQ Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 28, 2021, Sino-Global Shipping America, Ltd. (the
“Registrant”) replaced its Chief Operating Officer (“COO”), Mr. Zhikang Huang. Mr. Huang will continue
to be a director and will serve as the Vice President - Operations of the Registrant. There were no disagreements between Mr. Huang
and the Registrant described in 17 CFR 240.3b-7.
On January 28, 2021, the Registrant replaced its Chief Technology
Officer (“CTO”), Mr. Yafei Li. Mr. Li will serve as the Vice President - Technology of the Registrant. There were no
disagreements between Mr. Li and the Registrant described in 17 CFR 240.3b-7.
(c)
On January 28, 2021, the Registrant appointed Mr. Lei Nie as
its new COO. Mr. Nie, 42 years old, has been an employee of the Registrant since 2017, where he has served as the Registrant’s
Principal IT Architect. Prior to joining the Registrant, Mr. Nie was a senior architect in IBM China, where he acted as an iVIP
Account Manager for IBM’s Asia Pacific/Greater China Group, an Advanced Technical Support Pureflex Team Leader and Lab Based
Service Solution Architect from 2006 to 2017. Mr. Nie is the spouse of Ms. Tuo Pan, our acting Chief Financial Officer.
The employment agreement between the Registrant and Mr. Nie
provides for a five-year term that extends automatically in the absence of termination provided at least 30 days prior to the anniversary
date of the agreement. If the Registrant fails to provide this notice or if we wish to terminate an employment agreement in the
absence of cause, then we are obligated to provide at least 30 days’ prior notice. In such case during the initial term of
the agreement, we would need to pay such executive (i) the remaining salary through December 31, 2023 and (ii) (a) two times of
the then applicable annual salary if there has been no Change in Control, as defined in the employment agreements or (b) three-and-half
times of the then applicable annual salary if there is a Change in Control. We are, however, permitted to terminate an employee
for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions
have resulted in a material adverse effect to us. Mr. Nie’s salary is $150,000 per year, and he is eligible for a bonus if
and to the extent determined by the Registrant.
On January 28, 2021, the Registrant appointed Mr. Xintang You
as its new CTO. Mr. You, 42 years old, has more than twenty years of experience in semiconductors and intelligent hardware, cryptocurrency
mining server design and ecology. From 2011 through 2020, Mr. You was the Chief Executive Officer of Shenzhen Rayshine Technology
and Shenzhen Ethermicro Technology, two companies focused in the cryptocurrency industry. Mr. You has assisted with the development
and establishment of Bitmain’s factory in Shenzhen, and his businesses have been strategic suppliers of Bitmain.
The employment agreement between the Registrant and Mr. You
provides for a five-year term that extends automatically in the absence of termination provided at least 30 days prior to the anniversary
date of the agreement. If the Registrant fails to provide this notice or if we wish to terminate an employment agreement in the
absence of cause, then we are obligated to provide at least 30 days’ prior notice. Upon termination, the Registrant is required
to pay Mr. You through such date of termination. Mr. You’s salary is $120,000 per year, and he is eligible for a bonus of
up to $40,000 if and to the extent determined by the Registrant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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SINO-GLOBAL SHIPPING AMERICA, LTD.
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Date: January 29, 2021
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By:
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/s/ Lei Cao
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Name:
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Lei Cao
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Title:
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Chief Executive Officer
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