AOXIN TIANLI GROUP, INC. (Form: 8-K, Received: 06/02/2016 08:57:27)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): May 31, 2016

AOXIN TIANLI GROUP, INC.

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-34799		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite K, 12th Floor, Building A, Jiangjing Mansion

228 Yanjiang Ave., Jiangan District, Wuhan City

Hubei Province, China 430010

(Address of principal executive offices)

Registrant’s telephone number, including area code: (+86) 27 8274 0726

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:

¨	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.

On May 31, 2016, the Board of Directors of Aoxin Tianli Group, Inc. (the “Company”) appointed Wocheng Liu as Chairman, Co-Chief Executive Officer and a director of the Company. Hanying Li , who resigned as Chair, will continue to serve as Co-Chief Executive Officer and a director of the Company. Ms Li will focus her efforts on the Company’s internal operations while Mr. Liu will concentrate on external affairs and development of the Company’s business.

Mr. Liu, age 53, has served as Executive President of Hubei Aoxin Science & Technology Group Co., Ltd., which owns approximately 12.8% of our outstanding shares, since October 2015. Prior to joining Hubei Aoxin Science & Technology Group Co., Ltd. and commencing May 2010 Mr Liu was President of Yingi International Carbon Market Investment Group. From March 2008 to March 2010, Mr. Liu was Vice President of Pan-China Group, which was directly subordinate to the Ministry of Construction of China.In May 2006 Mr. Liu founded Hainan Shiji Xiangguang Investment Co., Ltd., where he served as Chairman. From May 2004 to April 2006, Mr. Liu was General Manager of Zhengzhou Xinlong Dapeng Power Co., Ltd. From December 2002 to May 2004, he served as a consultant to Luoyang Industry & Commerce Co., Ltd. From August 1996 to November 2002, Mr. Liu was Vice Secretary of Yiyang County Committee of the Communist Party of China. From June 1993 to July 1996, he served as Deputy County Mayor of Yiyang County, Henan Province. From March 1991 to May 1993, Mr. Liu served as Deputy Director of Mining Administration Office of Xin’an County, Henan Province, and Director General of Mining Administration Bureau of Xin’an County, Henan Province.

Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., the Company’s wholly foreign-owned entity, has entered into an employment agreement with Mr. Liu effective June 1, 2016, initially scheduled to expire on May 31, 2018, subject to automatic renewal through May 31, 2020, unless terminated prior to renewal. Under the terms of his employment agreement, Mr. Liu is entitled to:

·		Base compensation of RMB 600,000 ($92,308) payable in 12 equal monthly installments of RMB50,000 ($7,692).
·		Year-end award in accordance with the Company’s incentive plan.
·		Reimbursement of reasonable expenses incurred by Mr. Liu.

Mr. Liu agreed during the term of his employment agreement and for 36 months thereafter to:

·		keep confidential and not disclose confidential information;
·		take and implement all appropriate measures to protect the confidentiality of confidential information; and
·		not disclose, transmit, exploit or otherwise use for his own account or for others, elements of confidential information.

Mr. Liu has agreed not to compete with the Company, directly or indirectly, while employed by the Company and for a period of 24 months thereafter.

Mr. Liu holds a Master’s degree in engineering from Luoyang Refractory Materials Research Institute and a bachelor degree in chemistry from Yancheng Normal College.

Item 7.01 Regulation FD Disclosure

On June 2, 2016, the Company issued a press release announcing the appointment of Wocheng Liu as a director, Chairman of the Board, and Co- Chief Executive Officer of the Company.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Employment Agreement effective June 1, 2016 between Wuhan Aoxin Tianli Enterprise Investment Management Co, Ltd. and Wocheng Liu.

99.1	Press release issued on June 2, 2016.

SIGNATURES

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.


	AOXIN TIANLI GROUP, INC.

	By:		/s/ Hanying Li
			Hanying Li
			Co- Chief Executive Officer

Dated: June 2, 2016

BETWEEN: Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., a company legally incorporated under the laws of People’s Republic of China (mailing address: Suite K, 12 th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province) acting and represented herein by Mrs. Hanying Li, Co-Chief Executive Officer , declaring duly authorized, (hereinafter called the "AOXIN TIANLI")

AND: Mr. Wocheng Liu , Chinese Identification number: 410305196304204013, (hereinafter called the "WOCHENG LIU")

(AOXIN TIANLI and WOCHENG LIU hereinafter collectively called "Parties")

The preamble is an integral part of this contract.

WHEREAS, AOXIN TIANLI requires the services of WOCHENG LIU as President and CEO;

WHEREAS, WOCHENG LIU agreed to provide AOXIN TIANLI his full-time services as President and CEO;

WHEREAS the parties wish to confirm their agreement in writing;

WHEREAS the parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this contract;

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

WOCHENG LIU agrees to assume full-time for AOXIN TIANLI (minimum of forty (40) hours per week) the role of president and CEO during the entire duration of the contract;

This contract is for an initial term of 24 months (From June 1, 2016 to May 31, 2018 ), renewable for an additional period of 24 months unless either party terminates it in writing at least three (3) months before the expiration of the initial term;

In consideration of the provision of services, AOXIN TIANLI to pay WOCHENG LIU, as compensation:

The gross amount of RMB 600,000 ($92,308 US dollars) annually and it is calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 50,000 ($7,692 US dollars) each, less withholding taxes applicable.

The Year-end award shall only be paid and performed under the Incentive Plan submitted by the management team and approved by the Compensation Committee of the Board.

3.2	Expenditure incurred

AOXIN TIANLI will reimburse WOCHENG LIU all reasonable expenses incurred in connection with this Agreement, upon presentation of appropriate documentation;

3.3	Terms and conditions of payment

3.3.1

The price payable by AOXIN TIANLI to WOCHENG LIU is as follows:

3.3.2

The sum of RMB 50,000 ($7,692 US dollars) s hall be paid on the 10th day of each month from July, 2016.

3.3.3

The sum of Year-end award shall be paid in terms of the Company’s incentive plan.

3.3.4

Expenses will be reimbursed on presentation of an expense account on the 24th day of each month.

4.	SPECIAL PROVISIONS

4.1	Obligations of AOXIN TIANLI

AOXIN TIANLI agrees and undertakes to WOCHENG LIU as follows:

AOXIN TIANLI to bring WOCHENG LIU collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered.

4.2	Obligation to WOCHENG LIU

WOCHENG LIU agrees and undertakes to AOXIN TIANLI to the following: The services must be made full time in a professional manner, according to the rules generally accepted by industry.

4.3	Commitment to confidentiality and nondisclosure

WOCHENG LIU recognizes that certain disclosures to be provided by AOXIN TIANLI have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this contract. During the term of this Contract and for a period of 36 months following the end of it, WOCHENG LIU is committed to AOXIN TIANLI to:

a)	keep confidential and not disclose the information;

b)	take and implement all appropriate measures to protect the confidentiality of the information;

c)	not disclose, transmit, exploit or otherwise use for its own account or for others, elements of information.

4.4	Exclusivity of service provider

During the term of this Contract and for a period of 24 months following the end of it, WOCHENG LIU is committed to AOXIN TIANLI not render services to or for direct or indirect competitors of AOXIN TIANLI.

4.5	Responsibilities

4.5.1

Board Administration and Support -- Supports operations and administration of Board by advising and informing Board members, interfacing between Board and staff, and supporting Board's evaluation of chief executives;

4.5.2

Program, Product and Service Delivery: Oversees design, marketing, promotion, delivery and quality of programs, products and services;

4.5.3

Financial, Tax, Risk and Facilities Management: Recommends yearly budget for Board approval and prudently manages organization's resources within those budget guidelines according to current laws and regulations;

4.5.4

Human Resource Management: Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations;

4.5.5

Community and Public Relations: Assures the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant stakeholders;

4.5.6

Fundraising (nonprofit-specific):Oversees fundraising planning and implementation, including identifying resource requirements, researching funding sources, establishing strategies to approach funders, submitting proposals and administrating fundraising records and documentation.

4.6	Relationship between the parties

Neither party may bind the other in any way whatsoever to anyone, except in accordance with the provisions of this contract.

4.7	Representations and Warranties WOCHENG LIU

WOCHENG LIU represents and warrants to AOXIN TIANLI that:

a)	He has the capacity required to undertake under this contract, such capacity was not limited by any commitment to another person;

b)	He has the expertise and experience required to execute and complete the its obligations under this contract;

c)	He will make services efficient and professional manner, according to the rules generally accepted by industry;

4.8	Termination of Contract

Either party may terminate this contract at any time, upon presentation of a 60-day notice given to the other party. Amounts due and options purchases of shares will be delivered when calculated on a pro-rata to the time elapsed since the last payment or the last delivery of stock options.

5.	GENERAL PROVISIONS

Unless specific provision to the contrary in this Agreement, the following provisions apply.

Neither party can be considered in default under this contract if the performance of its obligations in whole or in part is delayed or prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and it absolutely impossible to fulfill an obligation.

The possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) does not in any way affect the legality of other items, paragraphs or provisions of this contract, nor the rest of this article, this paragraph or provision unless a contrary intention is evident in the text.

Any notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address listed at the beginning of this contract or any other address that the party may indicate a similar notice to another party. A copy of any notice sent by mail must be sent by one mode of delivery mentioned above.

The headings used in this contract are only for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.

The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be construed as a waiver of such right or remedy.

5.6	Rights cumulative and not alternative

All the rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other right.

5.7	Totality and entire agreement

This contract represents the full and entire agreement between the parties. No statement, representation, promise or condition not contained in this agreement can and should be allowed to contradict, modify or affect in any manner whatsoever the terms thereof.

5.8	Contract Amendment

This contract may be amended only by a writing signed by all parties.

5.9	Gender and Number

All words and terms used in this agreement shall be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract.

Neither party may assign or otherwise transfer to any third party or of his rights in this contract without the prior written permission of the other party to that effect.

5.11	Computation of time

In computing any period fixed by the contract:

a)	the day that marks the starting point is not counted, but the terminal is;

b)	non-juridical days (Saturdays, Sundays and holidays) are counted;

c)	when the last day is not legal, the deadline is extended to the next juridical day.

5.12	Applicable Laws

This contract is subject to the laws of the People’s Republic of China.

5.13	Election of domicile

The parties agree to elect domicile in the judicial district of Wuhan P.R.China , and chose it as the appropriate district to hear any claim arising from the interpretation, application, and performance, the entry into force, validity and effect of this contract.

When initialed and signed by all parties, each copy of this contract shall be deemed an original, but these examples do not reflect all one and the same agreement.

5.16	Scope of Contract

This contract binds the parties and their successors, heirs and assigns, respectively.

If a party consists of two or more persons, they are forced and severally liable to the other party.

5.18	Time is of Essence

If a party must fulfill an obligation under this contract within a specified time, the passage of time will effectively be part of this notice.

6.	EFFECTIVE DATE OF CONTRACT

This Agreement shall enter into force June 1, 2016.

SIGNED BY THREE (2) copies,

IN THE CITY OF WUHAN, HUBEI PROVINCE,

Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd.,

Co-Chief Executive Officer

Exhibit 99.1

Aoxin Tianli Group, Inc. Appoints New Chairman and Co-CEO

WUHAN CITY, China, June 2, 2016 /PRNewswire/ -- Aoxin Tianli Group, Inc. (NASDAQ:ABAC) ("Aoxin Tianli" or the "Company"), a leading producer of breeder hogs, market hogs and black hogs, as well as specialty processed black hog pork products sold through retail outlets and the internet, today announced that upon the recommendation of Mrs. Hanying Li, its Board of Directors has elected Mr. Wocheng Liu as a Director, the Chairman of the Board, and Co- Chief Executive Officer of the Company. Mrs. Li has resigned from her position as Chairperson of the Company, effective immediately, to accommodate the election of Mr. Liu. Mrs. Li will remain with Aoxin Tianli as a member of the Board of Directors and Co-Chief Executive Officer. Mrs. Li and Mr. Liu will have equal responsibility and authority as Co-CEOs, with Mrs. Li focusing on internal operations and Mr. Liu on external affairs and business development.

Bringing over 30 years of work experience in both the public and private sectors, Mr. Liu is recognized as an individual with extensive knowledge in corporate governance, operational management, and business development. Mr. Liu joined Aoxin Tianli from Hubei Aoxin Science & Technology Group Co., Ltd. where he most recently served as Executive President. Mr. Liu holds a Master’s degree in engineering from Luoyang Refractory Materials Research Institute and a bachelor’s degree in chemistry from Yancheng Normal College.

Mr. Liu commented: “I am honored and humbled to take up the torch and look forward to working with Mrs. Li and other senior management members of Aoxin Tianli to take the Company to the next level. While Mrs. Li and I share the same vision of growing the Company through both organic growth and selective acquisitions along the hog farming/ pork industry value chain, we are also equally confident about the long-term prospects of the hog farming/pork industry in China and believe significant growth and shareholder values can be achieved through the Aoxin Tianli platform.”

About Aoxin Tianli Group, Inc.

Aoxin Tianli Group, Inc. (the "Company"), previously known as Tianli Agritech, Inc., is in the business of breeding, raising and selling breeder and market hogs in China. The Company also sells specialty processed black hog pork products through supermarkets and other retail outlets, as well as the internet.

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 regulations, 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 this cautionary statement 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.

For more information, please contact:

Tina Xiao

Weitian Group LLC

Phone: +1-917-609-0333

Email: tina.xiao@weitian-ir.com