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SYMX > SEC Filings for SYMX > Form 8-K on 24-Oct-2012All Recent SEC Filings




Change in Directors or Principal Officers, Other Events, Financial S

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On October 23, 2012, the board of directors (the "Board") of Synthesis Energy Systems, Inc. (the "Company") in accordance with the Company's Certificate of Incorporation and Amended and Restated By-Laws, voted unanimously to expand the Board to increase the number of directors from seven to eight and to elect Yang Guang to fill such vacancy. At this time, the Board is still considering whether Mr. Yang will serve on any committees of the Board.

Mr. Yang, age 47 is the executive vice president of Hongye International Investment Group Co., Ltd. ("Hongye"), general manager of the Honye biomedical division, and the managing partner of Hongye SD Group, LLC in the United States. Dr. Yang founded Velox Phamaceutical, Inc. in China in 2011 and serves as the Chairman and chief executive officer. Dr. Yang is also an advisory director of Nanjing Sharelink Capital Co., Ltd., a government venture fund company focusing on early stage investment in China. Earlier, Dr. Yang worked in the pharmaceutical industry as principle scientist and director for DuPont, GlaxoSmithKline, Roche-Chugai, and Mitsubishi-Tanabe. Dr. Yang has a Ph.D. in biochemistry from University of Maryland at College Park, a M.S. in organic chemistry from Bucknell University, and a B.S in polymer chemistry from University of Science and Technology of China.

Pursuant to the terms of the Share Purchase Agreement between the Company and Hongye, Hongye received the right to nominate two person to the Board for as long as they own or control at least 9% of the Company's total issued and outstanding common stock (and the right to nominate one person to the Board if they own or control less than 9% but at least 5% of the Company's total issued and outstanding common stock). Mr. Yang was appointed to the Board as a designeee of Hongye.

The Company has also entered into an Indemnification Agreement with Mr. Yang in the same form that the Company has entered into with its other executive officers and directors. The form of the Indemnification Agreement is incorporated herein by reference as Exhibit 10.1.

Item 8.01 Other Events.

On October 24, 2012, the Company issued a press release announcing the election of Mr. Yang to the Board. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

10.1    Form of Indemnification Agreement between the Company and its officers and
        directors (incorporated by reference to Exhibit 10.25 to the Company's
        Annual Report on Form 10-KSB for the year ended June 30, 2007).

99.1    Press release dated October 24, 2012.

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