Current Report Filing (8-k)
May 10 2017 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
May 5, 2017
YANGTZE RIVER DEVELOPMENT LIMITED
(Exact name of registrant as specified
in its charter)
Nevada
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000-55576
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27-1636887
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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41 John Street, Suite 2A, New York, NY
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10038
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(Address of principal executive offices)
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(Zip Code)
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(646) 861-3315
Registrant’s telephone number,
including area code:
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183 Broadway, Suite 5
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New York, NY 10007
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(Former name or former address, if changed since last report)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
Resignation of Chief Financial Officer
On
May 5, 2017, Xin “Cindy” Zheng tendered her resignation as the Chief Financial Officer of Yangtze River Development
Limited (the “Company”), such resignation to be effective as of May 10, 2017. Ms. Zheng will assist in the transition
of the Chief Financial Officer role until her departure from the Company. Ms. Zheng’s departure is not due to a dispute or
disagreement with the Company.
(c)
Appointment of Chief Financial Officer
On
May 5, 2017, Tsz-Kit “Jerry” Chan was nominated by the Company’s Nomination Committee of the board of directors,
and was approved and appointed by the board of directors to serve as the Company’s Chief Financial Officer, effective as
of May 10, 2017. Mr. Chan, 41 years of age, is a dedicated professional with a proven track record in corporate governance
and the US financial reporting. He was the Chief Financial Officer of QKL Stores Inc, a company listed on the NASDAQ Exchange,
during the period from 2010 to 2016. Mr. Chan holds a Master of Business Administration from the Chinese University of Hong Kong.
He is a certified public accountant in Hong Kong, and also a member of the American Institute of Certified Public Accountants.
(e)
Employment Agreement
Pursuant
to the appointment, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Chan to serve as the
Company’s Chief Financial Officer. The term of the Agreement is for one year, commencing on May 10, 2017, and automatically
renews for successive one year periods, subject to the Company’s right to terminate the Agreement at any time upon thirty
(30) days prior written notice. In addition, during the term of the Agreement, Mr. Chan has the right to resign and terminate the
Agreement upon thirty (30) days prior written notice to the Company. The Agreement also contains covenants regarding non-competition
and confidentiality. Pursuant to the Agreement, Mr. Chan will receive a monthly salary of USD $8,000, and share-based compensation
of 100,000 shares of the Company’s common stock for his first year of employment. Mr. Chan may also be eligible to participate
in incentive plans that the Company may establish from time to time, subject to the terms and conditions of the applicable plan.
The
foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement,
a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Family Relationships
There
are no family relationships between Mr. Chan and any other employee or member of the board of directors of the Company.
Related Party Transactions
There
are no related party transactions with regard to Mr. Chan reportable under Item 404(a) of Regulation S-K.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
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YANGTZE RIVER DEVELOPMENT LIMITED
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Date: May 10, 2017
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By:
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/s/ Xiangyao Liu
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Xiangyao Liu
President & CEO
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