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): June 13, 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 June 13, 2016, Houliang Yu resigned as our Chief Financial Officer.

On June 13, 2016, our Board of Directors appointed “Tommy” Chun Choi Law as Chief Financial Officer to fill the vacancy resulting from the resignation of Houliang Yu.

Prior to joining our company, Mr. Law, age 55, was the principal of Tommy C.C. Law Certified Public Accountant, a public accounting firm he formed in January 2013. From April 2005 to November 2012, Mr. Law was employed by China Infrastructure Investment Limited, initially as financial controller, then as corporate secretary, and finally as Chief Financial Officer.  China Infrastructure Investment Limited is primarily an investment holding company whose investment portfolio includes property investment and natural gas businesses, and whose shares are listed on The Stock Exchange of Hong Kong Limited.
 
From April 2010 to September 2012, Mr. Law served as an independent non-executive director at Karce International Holdings Company Limited, a manufacturer and distributor of calculators and other electronic products, where he served as a member of the Audit Committee and Nomination Committee and as chairman of the Remuneration Committee.
 
 Mr. Law was employed as Financial Controller at Pearl Investments (Hong Kong) Limited from September 1996 to May 2003 and at Lee Gardens International Holdings Limited from January 1997 to March 2003. From June 1993 to January 1995 he was employed as Senior Accounting Manager at Albion International Holdings Limited. From October 1991 to September 1992 he was employed as Manager (Finance Division) at Hong Kong Securities Clearing Company Limited. From August 1984 to July 1991 Mr. Law was employed as a Supervisor at Price Waterhouse.
 
Mr. Law graduated from the Hong Kong Polytechnic University with a degree in Accountancy in 1984 and received a post-graduate degree in Corporate Administration from the Hong Kong Polytechnic University in 2000.

Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., the Company’s wholly foreign-owned entity, has entered into an employment agreement with Mr. Law effective June 14, 2016, initially scheduled to expire on June 13, 2018, subject to automatic renewal through June 13, 2020, unless terminated prior to renewal. Under the terms of his employment agreement, Mr. Law is entitled to:

●
 
Base compensation of HK$600,000 (US$77,300) payable in 12 equal monthly installments of HK$50,000(US$6,442).
●
 
Year-end award in accordance with the Company’s incentive plan.
●
 
Reimbursement of reasonable expenses incurred by Mr. Law.

Mr. Law 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. Law has agreed not to compete with the Company, directly or indirectly, while employed by the Company and for a period of 24 months thereafter.
 
Item 7.01 Regulation FD Disclosure
   
On June 16, 2016, we issued a press release announcing the appointment of Tommy “Tommy” Chun Choi Law as Chief Financial Officer to fill the vacancy resulting from the resignation of Houliang Yu.
 
 
 
 

 
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 14, 2016 between Wuhan Aoxin Tianli Enterprise Investment Management Co, Ltd. and “Tommy” Chun Choi Law.

99.1 
Press release issued on June 16, 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/ Wocheng Liu
     
Wocheng Liu
     
Chairman and Co- Chief Executive Officer
       
 
By:
 
/s/ Hanying Li
     
Hanying Li
     
Co- Chief Executive Officer
 
Dated: June 16, 2016


 
 
Exhibit 10.1
 
EMPLOYMENT CONTRACT
 
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 Mr. Wocheng Liu, chairman of the board, declaring duly authorized (Hereinafter referred to "AOXIN TIANLI")
 
  AND:    Mr. Chun Choi Law (Hereinafter referred to "Mr. Chun Choi Law"), Identification number: E921571 (2)
 
 (Aoxin Tianli and Mr. Chun Choi Law hereinafter collectively called "Parties")
 
  1. PREAMBLE
 
 The preamble is an integral part of this contract.
 
 WHEREAS Aoxin Tianli requires the services of Mr. Chun Choi Law as Chief Financial Officer ( CFO );
 
 WHEREAS, Mr. Chun Choi Law agreed to provide AOXIN TIANLI his full-time services as CFO;
 
 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 FOREGOING, THE PARTIES AGREE AS FOLLOWS:
 
2. PURPOSE
 
2.1 Services
 
Mr. Chun Choi Law agrees to assume full-time for AOXIN TIANLI (minimum of forty (40) hours per week) the role of CFO during the entire duration of the contract;
 
2.2 Term
 
This contract is for an initial term of 24 months (From June 14, 2016 to June 13, 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.
 
  3. CONSIDERATION
 
  3.1 Service Awards
 
 In consideration of the provision of services, AOXIN TIANLI to pay Mr. Chun Choi Law, as compensation;
 
 The gross amount of HK $ 600,000 ($77,300 US dollars) annually, for which salary and rental reimbursement are 60% and 40% respectively, and it is calculated at the rate of twelve (12) equal monthly installments consecutively of HK$50,000 ($6,442 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 Mr. Chun Choi Law all reasonable expenses incurred in connection with this Agreement, upon presentation of appropriate documentation.
 
  3.3 Terms and conditions of payment
 
 3 .3.1The price payable by AOXIN TIANLI to Mr. Chun Choi Law is as follows:
 
 3.3.2 The cash compensation shall be paid on the 10th of each month from July 10, 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 of each month.
 
4. SPECIAL PROVISIONS
 
  4.1 Obligations of AOXIN TIANLI
 
 AOXIN TIANLI agrees and undertakes to Mr. Chun Choi Law as follows:
 
 AOXIN TIANLI to bring Mr. Chun Choi Law collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered;
 
  4.2 Obligation to Mr. Chun Choi Law
 
 Mr. Chun Choi Law 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
 
 Mr. Chun Choi Law 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, Mr. Chun Choi Law 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, Mr. Chun Choi Law is committed to AOXIN TIANLI not render services to or for direct or indirect competitors of AOXIN TIANLI.
 
  4.5 Responsibilities
 
4.5.1 
Maintain executive responsibility for financial operations, including working capital, capital expenditures, debt levels, taxes, budget, and general accounting.
4.5.2 
Develop and direct financial plans to the strategic business plan, company growth, and market opportunities and direction.
4.5.3 
Establish and maintain stable cash flow management policies and procedures, and ensure cash resources are available for daily operations and business and product development.
 
 
 
 
 
4.5.4 
Set-up and/or oversee all financial and operational controls and metrics within the organization.
4.5.5 
Analyze current and future business operations and plans to determine financial effectiveness.
4.5.6 
Manage outside lending and equity relationships, as well as relations with investors and shareholders within the investment community.
4.5.7 
Prepare and file federal, state, third-party, and other financial reports to ensure compliance with GAAP, SEC, and IRS and other taxing entity requirements.
4.5.8 
Establish the performance goals, allocate resources, and assess policies for employees, through other managers.
 
  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 made by Mr. Chun Choi Law
 
 Mr. Chun Choi Law 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 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 days notice given to the other party. Amounts due will be delivered when calculated on a pro-rata to the time elapsed since the last payment.
 
  5. GENERAL PROVISIONS
 
 Unless specific provision to the contrary in this Agreement, the following provisions apply.
 
  5.1 Force Majeure
 
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.
 
  5.2 Severability
 
 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.
 
  5.3 Notices
 
 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.
 
  5.4 Titles
 
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.
 
 
 
 
 
  5.5 No Waiver
 
 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 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.
 
  5.10 Assignable
 
 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 Currencies
 
 All sums of money under this contract refer to Hong Kong currency.
 
  5.13 Applicable Laws
 
 This contract is subject to the laws of the People’s Republic of China.
 
  5.14 Election of domicile
 
 The parties agree to elect domicile in the judicial district of Wuhan, China , and chose it as the appropriate district to hear any claim arising from the interpretation, application, performance, the entry into force, validity and effect of this contract.
 
  5.15 Copies
 
 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.
 
  5.17 Solidarity
 
 If a party consists of two or more persons, they are forced and severally liable to the other party.
 
  6. EFFECTIVE DATE OF CONTRACT
 
 This Agreement shall enter into force June 14, 2016.
 
 
SIGNED BY Two (2) copies,
 
 
IN THE CITY OF WUHAN, HUBEI PROVINCE, 
 
DATED: June 14, 2016.
 
 
Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd (seal)
 
 
By: /s/ Wocheng Liu
             Wocheng Liu 
            Chairman and Co- Chief Executive Officer

 
By: /S/ Chun Choi Law
Chun Choi Law

 
 
 
 Exhibit 99.1
 
Aoxin Tianli Group, Inc. Appoints New Chief Financial Officer
 
WUHAN CITY, China, June 16, 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 the Board of Directors of the Company has appointed Mr. “Tommy” Chun Choi Law as the Company’s Chief Financial Officer, replacing Mr. Houliang Yu, who resigned as Chief Financial Officer of the Company due to personal reasons on June 13, 2016.
 
Mr. Law, 55, is a seasoned CPA licensed in Hong Kong with over 32 year of professional experience in auditing, financial reporting, internal controls and risk management. Mr. Law joined Aoxin Tianli from a public accounting firm he formed in January 2013. Previously, Mr. Law served in various leadership capacities at multiple entities, including most recently, as financial controller, corporate secretary, and chief financial officer of China Infrastructure Investment Limited (0600.HK) which he served from April 2005 to November 2012 and as an independent director of Karce International Holdings Co. Ltd., a manufacturer and distributor of calculators and other consumer electronic products, which he served from April 2010 to September 2012. Mr. Law graduated from the Hong Kong Polytechnic University with a professional Diploma in Accountancy in 1984 and a postgraduate Diploma in Corporate Administration in 2000.
 
Mr. Wocheng Liu, Chairman and Co-CEO of Aoxin Tianli commented, “We appreciate Houliang's contributions to the Company over the past year and we wish him well in all of his future endeavors." Mr. Liu continued, “We are delighted to welcome Tommy to our senior management team and are confident that his over 30 years of experience and expertise will benefit us tremendously in years to come.”
 
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