0001144204-11-067203.txt : 20111128 0001144204-11-067203.hdr.sgml : 20111128 20111128165945 ACCESSION NUMBER: 0001144204-11-067203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111128 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111128 DATE AS OF CHANGE: 20111128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dehaier Medical Systems Ltd CENTRAL INDEX KEY: 0001474627 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34661 FILM NUMBER: 111228936 BUSINESS ADDRESS: STREET 1: NO.15 WEST 4TH RING NORTH ROAD STREET 2: EAST PLAZA, ROOM 908 CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100195 BUSINESS PHONE: (8610) 5166-0080 MAIL ADDRESS: STREET 1: NO.15 WEST 4TH RING NORTH ROAD STREET 2: EAST PLAZA, ROOM 908 CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100195 8-K 1 v241745_8k.htm FORM 8-K 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): November 28, 2011
 
 
DEHAIER MEDICAL SYSTEMS LIMITED
 (Exact name of registrant as specified in its charter)

British Virgin Islands
  
001-34661
  
Not Applicable
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

Room 908 East Plaza
15 West 4th Ring North Road
Haidian District, Beijing 100195
People’s Republic of China
 (Address of principal executive offices, including zip code)

+86 (10) 5166-0080
(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions:
¨
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b)

Zheng (Rita) Liu tendered her resignation as a director from the Board of Directors of Dehaier Medical Systems Limited (the “Registrant”), effective November 28, 2011.  Ms. Liu resigned in order to pursue other professional opportunities and not due to any disagreement with the Registrant.  Bin Qiu tendered his resignation as a director from the Registrant’s Board of Director, effective November 28, 2011.  Mr. Qiu’s resignation was due to personal reasons and not due to any disagreement with the Registrant.

Item 5.02(d)

Effective November 28, 2011, the Nominating Committee of the Registrant recommended, and the Board of Directors of the Registrant approved, the appointment of two new directors to the Registrant’s Board of Directors and Board committees.

Appointment of Weibing Yang

Effective November 28, 2011, the Registrant appointed Dr. Weibing Yang, 45, to serve as a Class II member of the Board of Directors until the meeting of the shareholders of the Registrant in 2012, at which time the shareholders will vote on whether Dr. Yang will serve as a Class II member of the Board for another term.

Dr. Yang has served as the Registrant’s vice president of sales and marketing since 2003.  Dr. Yang was a sales director at Beijing Dehaier Technology Company Limited from 2001 through 2003.  From 1996 to 1997, Dr. Yang was a product manager at Amtronix Inc., a medical equipment company.  From 1993 to 1996, Dr. Yang served as a sales manager at Planmeca Medical Equipment Co.  From 1989 to 1992, Dr. Yang was a doctor at the Affiliated Hospital of Shipbuilding Industry Group.  Dr. Yang graduated from the Medical School of SooChow University in 1989.  Dr. Yang was chosen as a director because of his extensive experience in sales and marketing of medical equipment.

Pursuant to a Director Engagement Letter with Dr. Yang, the Registrant has agreed to reimburse Dr. Yang for actual travel expenses for Board meetings, up to $6,000 per meeting and $12,000 per year.

Appointment of Genhui Chen

Effective November 28, 2011, the Registrant appointed Genhui Chen, Ph.D., 48, to serve as a Class I member of the Board of Directors until the meeting of the shareholders of the Registrant in 2014, at which time the shareholders will vote on whether Dr. Chen will serve as a Class I member of the Board for another term.  Dr. Chen is an independent director pursuant to the independence requirement under NASDAQ Rule 5605(c)(2)(A)(ii).  Dr. Chen will be a member of the Audit Committee, the Compensation Committee and the Nominating Committee of the Board of Directors.  Dr. Chen will also serve as chairman of the Nominating Committee.

Dr. Chen is president of Beijing Wenfeng Medical Technology Ltd. (“BWMT”), a privately-held pharmaceutical research and development company focusing on novel cancer and dermatological products.  Dr. Chen has over 15 years of experience, from1993 to 2008, in the pharmaceutical industry in the areas of clinical research, regulatory compliance, corporate development and management, for a variety of companies ranging from start-ups to public companies, both in Canada and in China.  Prior to joining BWMT in 2010, Dr. Chen was a founder, president and chief executive officer of Welichem Biotech Inc., a Canadian pharmaceutical company listed on the TSX Venture Exchange since 2008.  From 1999 until he founded Welichem, Dr. Chen was a senior scientist at Terragen Discovery Inc., a subsidiary of Cubist Pharmaceuticals.  Dr. Chen received his M.Sc. and Ph.D. degrees in biology from Simon Fraser University in Vancouver, Canada in 1988 and 1991, respectively.  Dr. Chen was chosen as a director because of his extensive experience in research and development, regulatory compliance, corporate development and management.
 
 
2
 

Pursuant to a Director Engagement Letter with Dr. Chen, the Registrant has agreed to pay Dr. Chen a director fee of $2,000 per meeting and to reimburse Dr. Chen for actual travel expenses for Board meetings, up to $6,000 per meeting and $12,000 per year.

A copy of the press release announcing the appointments of Dr. Yang and Dr. Chen is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits.
 
99.1 
Press release dated November 23, 2011, titled “Dehaier Medical Announces Changes to Board of Directors.”
 
 
 
3
 
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Dehaier Medical Systems Limited
  
       
 
By:
/s/ Ping Chen
  
   
Ping Chen
  
   
Chief Executive Officer
  
       
 
Dated: November 28, 2011

 
4
 
 
 EX-99.1 2 v241745_ex99-1.htm EXHIBIT 99.1 Unassociated Document
 

Dehaier Medical Announces Changes to Board of Directors

BEIJING, November 28, 2011 /PRNewswire-Asia-FirstCall/ -- Dehaier Medical Systems Ltd. (Nasdaq: DHRM) (“Dehaier” or the “Company”), an emerging leader in the development, assembly, marketing and sale of medical devices and homecare medical products in China, today announced the appointments of Dr. Weibing Yang as and Dr. Genhui Chen directors of the Company, both effective November 28, 2011.  Dr. Yang fills the vacancy resulting from the resignation of Ms. Zheng (Rita) Liu.  Ms. Liu resigned in order to pursue other professional opportunities and not due to any disagreement with the Company during her tenure as a director.  Dr. Chen will serve as an independent director, member of the Audit Committee and the Compensation Committee, and chairman of the Nominating Committee.  Dr. Chen fills the vacancy resulting from the resignation of Mr. Bin Qiu as a director.  Mr. Qiu’s resignation was due to personal reasons and not any disagreement with the Company.

Dr. Yang has served as the Company’s vice president of sales and marketing since 2003.  Dr. Yang was a sales director at Beijing Dehaier Technology Company Limited from 2001 through 2003.  From 1996 to 1997, Dr. Yang was a product manager at Amtronix Inc., a medical equipment company.  From 1993 to 1996, Dr. Yang served as a sales manager at Planmeca Medical Equipment Co.  From 1989 to 1992, Dr. Yang was a medical doctor at the Affiliated Hospital of Shipbuilding Industry Group.  Dr. Yang graduated from the Medical School of SooChow University in 1989.  Dr. Yang was chosen as a director because of his extensive experience in sales and marketing of medical equipment.

Dr. Chen is president of Beijing Wenfeng Medical Technology Ltd. (“BWMT”), a privately-held pharmaceutical research and development company focusing on novel cancer and dermatological products.  Dr. Chen has over 15 years of experience, from 1993 to 2008, in the pharmaceutical industry in the areas of clinical research, regulatory compliance, corporate development and management, for a variety of companies ranging from start-ups to public companies, both in Canada and in China.  Prior to joining BWMT in 2010, Dr. Chen was a founder, president and chief executive officer of Welichem Biotech Inc., a Canadian pharmaceutical company listed on the TSX Venture Exchange since 2008.  From 1999 until he founded Welichem, Dr. Chen was a senior scientist at Terragen Discovery Inc., a subsidiary of Cubist Pharmaceuticals.  Dr. Chen received his M.Sc. and Ph.D. degrees in biology from Simon Fraser University in Vancouver, Canada in 1988 and 1991, respectively.  Dr. Chen was chosen as a director because of his extensive experience in research and development, regulatory compliance, corporate development and management.

“We would like to extend our appreciation to Ms. Liu and Mr. Qiu for their valuable contribution to the Board during their tenures, and wish them every success in their future endeavors,” commented Mr. Ping Chen, Chairman and Chief Executive Officer of Dehaier, “We are very pleased and honored to welcome Dr. Yang and Dr. Chen to our Board.  We look forward to working with them and we believe they will bring their substantial industry and leadership experience to the Board.”


About Dehaier Medical Systems Ltd.

Dehaier is an emerging leader in the development, assembly, marketing and sale of medical products in China, including respiratory and oxygen homecare medical products. The company develops and assembles its own branded medical devices and homecare medical products from third-party components. The company also distributes products designed and manufactured by other companies, including medical devices from IMD (Italy), Welch Allyn (USA), HEYER (Germany), Timesco (UK), eVent Medical (US) and JMS (Japan). Dehaier’s technology is based on five patents and five software copyrights, in addition to three pending patents, six pending software copyrights, and other proprietary technologies. More information may be found at http://www.chinadhr.com.
 
 
 
 

Forward-looking Statements

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, future developments in payment for and demand for medical equipment and services, implementation of and performance under the joint venture agreement by all parties, and other risks contained in reports filed by the company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Contact Us

Surie Liu
Dehaier Medical Systems Limited

+86 (10) 5166-0080
lius@dehaier.com.cn

Lisa Zhou
Dehaier Medical Systems Limited

+86 (10) 5166-0080
zhouyj@dehaier.com.cn