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tommy 9 fingers

03/23/11 12:27 PM

#573 RE: _mmech #571

So you argee that a subsid still need to held to the 8K requirements and that we should question if Dr.K has kept up on his filings and these are legitmate question regardless if you are interest in them? (even though your response show your interst). And this includes the hiring of thier directors.

Here is some of the sections on Directors and 8K requirements and I think we have conclude that subsid directors apply to this:

Question 117.16
Question: A registrant appoints a new director, triggering the obligation to file a Form 8-K pursuant to Item 5.02(d). The newly appointed director enters into the standard compensatory and other agreements and arrangements that the company provides its non-employee directors (e.g., an equity award, annual cash compensation and an indemnification agreement). Pursuant to Item 5.02(d)(5), must the Form 8-K describe these compensatory and other agreements and arrangements?

Answer: Yes. Item 5.02(d)(5) requires a brief description of the newly appointed director's compensatory and other agreements and arrangements, even if they are consistent with the registrant's previously disclosed standard agreements and arrangements for non-employee directors. In lieu of describing any material plan, contract or arrangement to which the director is a party or in which he or she participates, (but not material amendments or grants or awards or modifications thereto), the registrant may cross-reference the description of such plan, contract or arrangement from the Item 402 disclosure in the company's most recent annual report on Form 10-K or proxy statement. [May 29, 2009]



Question 117.07
Question: If a director is elected to the board of directors other than by a vote of security holders at a meeting, but the director’s term will begin on a later date, when is the reporting requirement under Item 5.02(d) of Form 8-K triggered?

Answer: The reporting requirement is triggered as of the date of the director’s election to the board. The Item 5.02(d) Form 8-K should disclose the date on which the director’s term begins. [April 2, 2008]


Question 117.06
Question: If the registrant does not consider its principal accounting officer an executive officer for purposes of Items 401 or 404 of Regulation S-K, must the registrant make all of the disclosures required by Item 5.02(c)(2) of Form 8-K?

Answer: Yes. All of the information required by Item 5.02(c)(2) regarding specified newly appointed officers, including a registrant’s principal accounting officer, is required to be reported on Form 8-K even if the information was not required to be disclosed in the Form 10-K because the position does not fall within the definition of an executive officer for purposes of Items 401 or 404 of Regulation S-K. [April 2, 2008]


Note I could find only on excepts in these Q&A's and it looks to me if you read it carefully that it allows for them to have time to fufill the requirement when replacing a director only.


Question 117.05
Question: If a registrant appoints a new executive officer, it may delay disclosure until it makes a public announcement of the event under the Instruction to Item 5.02(c). If the new executive officer were simultaneously appointed to the board of directors of the registrant, would the registrant have to disclose such appointment pursuant to Item 5.02(d) within four business days following such appointment, even if that date is before the public announcement of the officer’s appointment?

Answer: No. In these circumstances, disclosures under paragraph (d) of Item 5.02 may be delayed to the time of public announcement consistent with Item 5.02(c). Similarly, any disclosure required under paragraph (e) of Item 5.02 may be delayed to the time of public announcement consistent with Item 5.02(c). [April 2, 2008]








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tommy 9 fingers

03/23/11 12:42 PM

#576 RE: _mmech #571

Naming Patrick Teo as a director is considered a material event as I showed you in my previous post, This includes Dr.K naming himself as the American director of VGE PTE LTD ...

IMO for him to name himself as the American Director of VGE PTE LTD shows that the Board voted on this and approved appointing Dr, K to that postion especially when Chang's 50.1% allows him the controling vote on this matter and of course Patricks appointment as well.

Remember Carl can just name himself director of a subsid especailly when he does not have a controling vote, he must go through the board first.

That is the purpose of the 8K system, it shows shareholders that all moves the company does and it's directors do are public knowledge to not just us shareholder but the other directors as well.

With out this one would have to question if Carl even told Chang he appointed Patrick as director....???

Gosh Josh...spanky spanky...LOL