8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 4, 2012

GLOBAL PHARM HOLDINGS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-152286	20-8767223
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

25/F New World Center, No. 6009 Yitian Road, Futian District Shenzhen, People’s Republic of China	518000
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  86-755-83230226

Not applicable

(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 1.01  Entry into a Material Definitive Agreement.

The information set forth in Item 5.02 of this report is incorporated herein by reference.

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

On January 4, 2012, the Board of Directors (the “Board”) of Global Pharm Holdings Group, Inc., a Delaware corporation (the “Company”), approved an increase in the size of the Board from five to six directors and appointed Mr. Kwong Chi Wong (Simon) to serve as a non-executive director to fill the vacancy created by such increase. Mr. Wong was elected for a term expiring at the Company’s next annual stockholder’s meeting.

No arrangement or understanding exists between Mr. Wong and the Company or any other person or persons pursuant to which Mr. Wong was selected as a non-executive director of the Company. The Board has not yet determined to which committees, if any, Mr. Wong will be named. There are no related party transactions between Mr. Wong and the Company reportable under Item 404(a) of Regulation S-K.

Mr. Wong’s compensation as non-executive director is set forth in an appointment letter with the Company dated January 4, 2012. Mr. Wong will be paid an annual fee of HK$360,000 (approximately US$46,337), payable on a monthly basis. Mr. Wong was not granted any equity compensation by the Company. The foregoing description of the appointment letter is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the appointment letter attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Mr. Wong has been executive director and chief executive officer of China.com Inc. (HKEX 8006) since March 5, 2010. Mr. Wong was a director of CDC Corporation, the ultimate holding company of China.com Inc., until September 2011. Mr. Wong is also a director and chief executive officer of CDC Games Corporation and a director of CDC Games International Corporation, both of which are subsidiaries of CDC Corporation.

Mr. Wong was a managing partner of Asia Global Capital (“AGC”). Prior to joining AGC, he was a director and executive vice president of Transpac Capital Ltd. (“Transpac”), one of the earliest and largest private equity investment firms in Asia, managing a $820 million portfolio with investments in approximately 200 companies in East Asia and the United States. Prior to joining Transpac, Mr. Wong was deputy managing director of Cony Electronics Products Ltd. and Hung Nien Electronics Ltd. in Hong Kong and president of Cony Electronics Inc. in Chicago. Mr. Wong serves on the boards of Fountain Set (Holdings) Limited (HKEX: 420) and Glory Mark Hi-Tech (Holdings) Limited (HKGEM: 8159). Mr. Wong also holds and has held leadership positions in various Hong Kong financial and industrial associations and counsels.

Mr. Wong received Bachelor of Science and MBA degrees from the Chinese University of Hong Kong.

A copy of the Company’s press release announcing the appointment of Mr. Wong to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Appointment Letter dated January 4, 2012 by and between Global Pharm Holdings Group, Inc. and Kwong Chi Wong (Simon).
99.1	Press Release dated January 9, 2012 announcing the appointment of a new non-executive director by the Company.

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.

Date: January 9, 2012		Global Pharm Holdings Group, Inc.
	By:	/s/ An Fu
	Name:	An Fu
	Title:	Chief Financial Officer

EX-10.1

GLOBAL PHARM HOLDINGS GROUP, INC.

25/F New World Center, No. 6009 Yitian Road, Futian District

Shenzhen, People’s Republic of China 518026

January 4, 2012

To: Kwong Chi Wong (Simon)

11/F, ING Tower,

308 Des Voeux Road Central,

Hong Kong

Dear Simon,

This is to confirm the terms of your appointment as a Non-Executive Director of Global Pharm Holdings Group, Inc. (the “Company”).

Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the "Board") meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting.  Board meetings may be held within or outside the United States of America as the Company may decide.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.

For and in consideration of the services to be performed by you, Company agrees to pay you as follows:

1.1 Fee. An annual fee equal to an amount of HK$360,000 (approximately 46,337 U.S. Dollars), payable on a monthly basis, subject to your continuous service as a member of the Board (the “Annual Fee”).

1.2 Stock Option. No stock option will be granted.

1.3 Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service including out-of-pocket expenses and transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”).

1.4 Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within Seven (7) days of the end of each calendar month during the term of this letter of appointment.

1.5 For the avoidance of any doubt, the Fee and the Options (subject to their terms) and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.

2.             The term of your appointment as a Non-Executive Director of the Company shall be until the next Annual Meeting of Stockholders.

3.            You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required.

4.            You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director.  The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:

·           Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and

·           Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and

·           Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5. Confidential Information

You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director.  You further undertake that you shall not use such Confidential Information for personal gain.

“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.

6. Term and Termination

Subject to this paragraph 6 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:

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6.1.1           if you resign as a director of the Company for any reason; and/or

6.1.2           if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or

6.1.3           if you were appointed by other directors in order to temporary fill vacancy on the Board  and said appointment is cancelled by the Board; and/or

6.1.4           if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Delaware General Corporation Law and/or any other applicable law or regulation (the "Law") and/or the Company's Certificate of Incorporation; and/or

6.1.5           if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or

6.1.6           if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or

6.1.7           with your death and if you are a corporation or either entity, with your liquidation.

6.1.8           if an order of a court having jurisdiction over the Company requires you to resign.

      Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).

7.           The Company will put directors’ and officers’ liability insurance in place and will use commercial reasonable effort to maintain such cover for the full term of your appointment.

8.           On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.

9.           Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:

·           They do not in any way conflict with the interests of the Company or any member of the Group.  A conflict of interest shall be deemed to arise if you are involved directly or indirectly with a company that is in the same or similar business as the Company; and

·           They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and

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·           In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent.

10.          The performance of individual directors and the Board and its committees is evaluated annually.  If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.

11.          In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director.  Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.

12.          This letter refers to your appointment as a non-executive director and your (possible) membership of the audit, the compensation and the nominating committees of the Board.

13.          You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.

14.          You shall discharge your general duties as a director pursuant to the Company's Certificate of Incorporation of the Company and applicable law.

15.          This letter of appointment shall be governed by and construed in accordance with the law of the State of New York.

Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.

Sincerely yours,
/s/ Yunlu Yin
GLOBAL PHARM HOLDINGS GROUP, INC.
Yunlu Yin
Chief Executive Officer
Name of Director:	Kwong Chi Wong
Signature:	/s/ Kwong Chi Wong
Address:

 

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EX-99.1

Global Pharm Holdings Group, Inc. Strengthens its Board by Adding a Non-Executive Director

SHENZHEN, China, January 9, 2012 /PR Newswire-Asia/ – Global Pharm Holdings Group, Inc. (OTCBB:GPHG) ("Global Pharm" or the "Company"), a growing vertically integrated pharmaceutical company engaged in the distribution of pharmaceutical-related products, Traditional Chinese Medicine ("TCM") processing, and herbal cultivation and sales in China through its subsidiaries in Anhui, Jilin, Guangdong and Shandong provinces, today announced the appointment of Mr. Kwong Chi Wong (Simon) as a non-executive director to its Board of Directors (the “Board”), effective January 4, 2012. The Board increased the size of the Board from five to six directors on January 4, 2012 and appointed Mr. Wong to fill the vacancy.  Currently, three of the Board members are independent directors, one is a non-executive director and two are executive directors.

Mr. Wong brings more than three decades of experience in investing and assisting companies in China. Since March 5, 2010, Mr. Wong has been executive director and chief executive officer of China.com Inc. (HKEX 8006). Mr. Wong served as a director of CDC Corporation, the ultimate holding company of China.com Inc., until September 2011. Mr. Wong is also a director and chief executive officer of CDC Games Corporation and a director of CDC Games International Corporation, both of which are subsidiaries of CDC Corporation.

Mr. Wong was a managing partner of Asia Global Capital (“AGC”). Prior to joining AGC, he was a director and executive vice president of Transpac Capital Ltd. (“Transpac”), one of the earliest and largest private equity investment firms in Asia, managing a $820 million portfolio with investments in approximately 200 companies in East Asia and the United States. Prior to joining Transpac, Mr. Wong was deputy managing director of Cony Electronics Products Ltd. and Hung Nien Electronics Ltd. in Hong Kong and president of Cony Electronics Inc. in Chicago. Mr. Wong also serves on the boards of various Hong Kong listed companies and holds leadership positions in various Hong Kong financial and industrial associations and councils. Mr. Wong received Bachelor of Science and MBA degrees from the Chinese University of Hong Kong.

“We are excited to add Mr. Kwong Chi Wong (Simon) to our newly enhanced board,” said Mr. Yunlu Yin, Chairman and Chief Executive Officer of Global Pharm. “Simon’s comprehensive understanding of the financial markets and extensive experience of investment and operational management in numerous companies add a distinctive knowledge base and comprehensive business network to our board. The expansion of Global Pharm’s Board of Directors ensures that the company will continue to benefit from a diversity of experience and opinions.”

About Global Pharm

Global Pharm Holdings Group, Inc., a growing integrated pharmaceutical company, is engaged in the distribution of pharmaceutical-related products, Traditional Chinese Medicine (TCM) processing, and herbal cultivation and sales in China. The Company focuses on building regional distribution channels, as well as a local capillary sales network with a high-margin product portfolio. Currently, its sales network covers Shandong, Jilin, Anhui and Guangdong provinces. Global Pharm seeks to establish an integrated value chain in the pharmaceutical industry through strategic acquisitions within the TCM production, pharmaceutical distribution and retail sectors. For further information, please visit the Company's corporate website at http://www.globalpharmholdings.com.

Forward-looking Statements

Certain statements set forth in this press release contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors as they relate to our industry, our operations and results of operations, plans for future facilities, capital-expenditure plans and any businesses that we may acquire. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results.

For Additional Information Contact

Global Pharm Holdings Group, Inc.

Ms. Susan Liu

Phone: +86-755-3693-9373

Email: susanliu@globalpharmholdings.com