Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the
Month of June, 2008
Commission
File Number: 001-33602
HLS
SYSTEMS INTERNATIONAL, LTD.
(Exact
name of registrant as specified in its charter)
10
Jiancaicheng Middle Road
Xisanqi,
Haidian District
Beijing,
People's Republic of China, 100096
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): Not Applicable
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): Not Applicable
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes ¨ No x
If
“Yes”
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82 - ______.
Changes
in Registrant’s Certifying Accountant.
Due
to a
recent reorganization by BDO International, BDO Reanda (“BDO Reanda”), the
auditors of HLS Systems International, Ltd. (the “Company”) are no longer a part
of the BDO International network. In order to assure the continuity of its
audit
services, effective May 5, 2008, the Company engaged the accounting firm of
BDO
McCabe Lo Limited (“BDO McCabe”), to take over the audit responsibilities from
BDO Reanda. The resignation of BDO Reanda and the appointment of BDO McCabe
was
approved by the Company’s Board of Directors (the “Board”) following approval by
the Company’s Audit Committee.
During
the Company’s two most recent fiscal years and any subsequent interim period
through to the date of the Company’s engagement of BDO McCabe, neither the
Company nor anyone on its behalf, has consulted with BDO McCabe or any other
auditor regarding any accounting or audit concerns, including, without
limitation, those stated in Item 304(a)(2) of Regulation S-K.
BDO
Reanda audited the financial statements of the Company’s wholly owned
subsidiary, Gifted Time Holdings Limited (“Gifted Time”), for the fiscal years
ended June 30, 2007 and 2006, and reviewed the Companies interim financial
statements for the six months ended December 31, 2007. BDO Reanda’s reports on
the Gifted Time’s financial statements for the fiscal years ended June 30, 2007
and 2006 or for any subsequent interim period did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the two most recent fiscal years and the subsequent interim periods through
to
the date of the engagement of BDO McCabe: (1) there were no disagreements
between the Company and BDO Reanda on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements, if not resolved to BDO Reanda’s satisfaction, would have caused
BDO Reanda to make reference to the subject matter of the disagreement in
connection with its report; and (2) BDO did not advise the Company of any
reportable events of the type described in Item 304(a)(1)(iv)(B) of Regulation
S-K.
During
the two most recent fiscal years and the subsequent interim periods through
to
the date of the engagement of BDO McCabe, the Company did not consult BDO McCabe
with respect to (a) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, and
neither a written report was provided to the Company or oral advice was provided
that BDO McCabe concluded was an important factor considered by the Company
in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (b) any matter that was either the subject of a disagreement (as defined
in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item)
or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K).
Appointment
of New Independent Directors.
On
and
effective June 2, 2008, the Company appointed Messrs. Jianyun Chai and Qingtai
Chen to serve on the Board as “independent directors” of the Company ( the
“Independent Directors”), as defined by Rule 4200(a)(15) of the Marketplace
Rules of The Nasdaq Stock Market, Inc. (the “Nasdaq Marketplace Rules”). The
Company also entered into separate letter agreements with each of the
Independent Directors (the “Letter Agreements”), pursuant to which the Company
agreed to pay a monthly fee of $2,000 to each of the Independent Directors,
as
compensation for the services to be provided by them as Independent Directors.
In addition, the Company agreed to grant to each of the Independent Directors
an
option to purchase 30,000 shares of the Company’s common stock, which will vest
in equal installments on a quarterly basis over a three-year period beginning
on
the grant date.
The
foregoing summary of the material terms and conditions of the Letter Agreements
does not purport to be complete and is qualified in its entirety by reference
to
the Letter Agreements attached to this report as Exhibit 10.1 and 10.2.
Dr.
Jianyun Chai
is
currently a professor and the head of the Institute of Power Electronic and
Electrical Machine System at Tsinghua University in China. Before he joined
Tsinghua University as an Associate Professor in 1999, Dr. Chai spent eight
years working in the motor and information industries in Japan. Dr. Chai is
also
a member of various societies and organizations, including the China Renewable
Energy Society, the Chinese Society for Electrical Engineering, and the Chinese
Wind Energy Association. Dr. Chai received a Bachelors degree and a PhD in
Electrical Engineering from Tsinghua University in 1984 and 1989,
respectively.
Mr.
Qingtai Chen
has
worked for the Dong Feng Motor Group for over 22 years and served as its General
Manager prior to joining the Company. While employed by the Dong Feng Motor
Group, Mr. Chen also served in various positions, including as a member of
the
First Session of the Monetary Policy Committee of the People’s Bank of China, as
a deputy director of the State Council Economic and Trade Office, as a deputy
director of the State Economic and Trade Commission, and as a deputy director
of
the Development Research Center of the State Council. Mr. Chen also served
from
2000 to 2006 as an independent director of Sinopec Corp. Mr. Chen received
his
Bachelors of Science degree in power and dynamics engineering from Tsinghua
University and has been recognized as a National Excellent Entrepreneur and
National Economic Reform Talent in China. Mr. Chen currently serves as a
standing member of National Committee of the Chinese People’s Political
Consultative Conference and as the Dean of the School of Public Policy and
Management at Tsinghua University. He also serves as an independent director
for
the Bank of Communications, which is listed on both Shanghai Stock Exchange
and
Hong Kong Stock Exchange, and as an independent director of Mindray Medical
International Limited, which is listed on New York Stock Exchange.
There
are
no arrangements or understandings between any of the Independent Directors
and
any other persons pursuant to which they were selected as directors. There
are
no transactions between the Company and any Independent Director that would
require disclosure under Item 404(a) of Regulation S-K.
Establishment
of Board Committees and Adoption of Committee Charters.
On
June
20, 2008,
the
Board established a Governance and Nominating Committee and appointed the
Company's independent directors, Jerry Zhang, Jianyun Chai and Colin Sun as
the
members of the Governance and Nominating Committee. Jerry Zhang was appointed
as
the Chair of such committee. In addition, the Board ratified the establishment
of the Audit Committee and the Compensation Committee and appointed two
additional members to each committee.
The
Audit
Committee consists of three independent director members, Colin Sung, Qingtai
Chen and Jerry Zhang, with Colin Sung serving as the Chair of the Audit
Committee, and the Compensation Committee has three independent director
members, Jerry Zhang, Jianyun Chai and Colin Sung, with Jerry Zhang serving
as
its Chair. Copies of the Audit Committee Charter, the Compensation Committee
Charter, and the Governance and Nominating Committee Charter are attached to
this report as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated
herein by reference. Each committee charter will also be posted on the corporate
governance page of the Company's website as soon as practicable.
The
Board
also confirmed its determination that Mr. Sung possesses accounting or related
financial management experience that qualifies him as financially sophisticated
within the meaning of Rule 4350(d)(2)(A) of the Marketplace Rules, and that
he
is an “audit committee financial expert” as defined by the rules and regulations
of the Commission.
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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By:
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/s/
Changli Wang
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Changli
Wang
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Date:
June 27, 2008
EXHIBIT
INDEX
| Exhibit |
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Description |
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10.1
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Letter
Agreement between Jianyun Chai and HLS Systems International Ltd.,
dated
June 2, 2008.
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10.2
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Letter
Agreement between Qingtai Chen and HLS Systems International Ltd.,
dated
June 2, 2008.
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99.1
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HLS
Systems International, Ltd. Audit Committee Charter, adopted June
20,
2008.
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99.2
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HLS
Systems International, Ltd. Compensation Committee Charter, adopted
June
20, 2008.
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99.3
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HLS
Systems International, Ltd. Governance and Nominating Committee Charter,
adopted June 20, 2008.
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