UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
Of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 29, 2009
SMARTHEAT,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-53052
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98-0514768
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
(Address
of Principal Executive Offices) (Zip Code)
+86
(24) 2519-7699
(Registrant’s
Telephone Number, including area code)
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))
(d) On
July 29, 2009 (New York Time), the Board of Directors of SmartHeat, Inc. (the
“Company”) voted to (i) increase the size of the Board of Directors to six (6),
(ii) increase the number of members of each of the Audit Committee,
Compensation Committee and Nominating Committee to four (4), (iii) appoint Mr.
Xin Li as a member of the Board of Directors and as a member of the Audit
Committee, Compensation Committee and Nominating Committee of the Company,
effective immediately. The biography of Mr. Li follows:
Mr. Li brings more than a decade of corporate governance and
industrial operations management experience to SmartHeat. He is a renowned
management consultant in China. He is currently the general manager of Beijing
ShengGao Consulting Co., Ltd, a strategic advisory firm founded by him more than
10 years ago that focuses on providing strategic guidance and management training to
global companies. He also serves as an independent director and chairs the audit
and various governance committees at several large Chinese domestic companies not listed in the United States.
Mr. Li is a prolific writer in strategies and management issues. He has authored
several books in the areas of management science and strategic planning. Mr. Li
is proficient in Mandarin Chinese and English. He has a MBA and is a Research
Fellow at the Management Science Center of Beijing University.
The Board
has determined that Mr. Li is an independent director for purposes of the NASDAQ
OMX Group, Inc. listed company standards and the independence standards set
forth in the Company’s Corporate Governance Guidelines.
There are
no arrangements or understandings between Mr. Li and any other
persons pursuant to which he was selected as a director.
There are
no relationships or related transactions between Mr. Li and the Company that are
required to be reported under Item 404(a) of Regulation S-K.
Mr.
Li shall be eligible to receive cash compensation and grants of
options to purchase the Company’s Common Stock in such amounts, and on such
terms, as agreed to in the future.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not
applicable.
(b) Not
applicable.
(c) Exhibits. None.
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.
Dated: July
29, 2009
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SMARTHEAT
INC.
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By:
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/s/
Jun Wang
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Name:
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Jun
Wang
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Title:
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Chairman
& Chief Executive Officer
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