Current Report Filing (8-k)
January 10 2020 - 4:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 10, 2020
Bat Group, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36055
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45-4077653
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Room 104, No. 33 Section D,
No. 6 Middle Xierqi Road,
Haidian District, Beijing, China
(Address of Principal Executive Offices)
+86 (010) 59441080
(Issuer’s telephone number)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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GLG
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Nasdaq Capital Market
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Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Change of Officers
On January 9, 2020,
Mr. Jiaxi Gao resigned from his position as Chief Executive Officer (“CEO”) of Bat Group, Inc. (the “Company”)
effective immediately. Mr. Gao’s resignation is not as a result of any disagreement with the Company relating to its operations,
policies or practices.
On January 9, 2020,
Ms. Renmei Ouyang resigned from her position as Chief Operating Officer of the Company. Ms. Ouyang’s resignation is not as
a result of any disagreement with the Company relating to its operations, policies or practices.
On the same date, the
Board appointed Ms. Ouyang as the CEO of the Company to fill the vacancy created by the resignation of Mr. Gao.
Ms. Ouyang entered into
an amendment (the “Amended and Restated Ouyang Employment Agreement”) to the executive employment agreement
with the Company dated October 17, 2019, pursuant to which she was appointed as the Chief Operating Officer of the Company. Pursuant
to the Amended and Restated Ouyang Employment Agreement, she shall receive an annual compensation of $600,000 as the new CEO
and the other terms and conditions governing her service to the Company remain the same. The Amended and Restated Ouyang Employment
Agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.
Change of Directors
On January 9, 2020,
Ms. Yang An resigned from her position as a director of the Board. Ms. An’s resignation is not as a result of any disagreement
with the Company relating to its operations, policies or practices.
On January 9, 2020,
the Board appointed Mr. Qun Xie as the Chief Strategy Officer of the Company, and as a director of the Board to fill the vacancy
created by the resignation of Ms. An.
The biographical information
of Mr. Xie is set forth below.
Mr. Xie served as the
executive partner of Shanghai Zhenhe Investment Management Center from 2014 to 2019. From 2003 to 2013, he served as the chairman
and CEO of Beijing Hualu Management Consulting Company. Mr. Xie served as the CEO of Shandong Sanlian Group from 1991 to 2002.
He holds a Bachelor’s Degree from Anhui University of Technology in China.
Mr. Xie does not have
a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the
Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Xie entered into
an executive employment agreement (the “Xie Employment Agreement”) with the Company, which sets his annual compensation
at $300,000 and establishes other terms and conditions governing his service to the Company. The Xie Employment Agreement
is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.2.
Mr. Xie has also entered
into a director agreement (the “Xie’s Offer Letter”) with the Company, pursuant to which he shall not
receive any additional compensation, and establishes other terms and conditions governing his service on the Company’s
Board. The Offer Letter is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto
as Exhibits 10.3.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BAT GROUP, INC.
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Date: January 10, 2020
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By:
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/s/ Renmei Ouyang
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Name:
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Renmei Ouyang
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Title:
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Chief Executive Officer
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