U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2018
Commission File Number: 001-34738
LUOKUNG TECHNOLOGY CORP.
LAB 32, SOHO 3Q, No 9, Guanghua Road,
Chaoyang District, Beijing
People’s Republic of China, 100020
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
On August 17, 2018, the resignations of
the members the Board of Directors (the “Board”) of Luokung Technology Corp. (formerly known as Kingtone Wireless
Solution Holding Ltd) (the “Company”) became effective upon the consummation of that Asset Exchange Agreement by and
between the Company and C Media Limited, dated January 25, 2018 (the “AEA”). Immediately following the effectiveness
of such resignations, the appointments of the new members of the Company’s Board became effective. Those members now include
the following individuals:
Xuesong Song
is a co-founder
of C Media Limited and served as its chairman of the board of directors and chief executive officer from 2012 until the consummation
of the AEA. From February 2014 through April 2017, Mr. Song served as a director of Seven Stars Cloud Group, Inc. (NASDAQ: SSC) and from
January 2013 through February 2015, Mr. Song served as a director of Pingtan Marine Enterprise Ltd. (NASDAQ: PME). From May 2006
through January 2009, Mr. Song served as the Chairman of the Board of ChinaGrowth North Acquisition Corporation, a special purpose
acquisition company, which acquired UIB Group Limited in January 2009, in which he remains a director. Mr. Song has been a principal
of Chum Capital Group Limited since August 2001, a merchant banking firm that invests in growth Chinese companies and advises
them in financings, mergers & acquisitions and restructurings, and chief executive officer of Beijing Chum Investment Co.,
Ltd. since December 2001. Mr. Song has been a director of Mobile Vision Communication Ltd. since July 2004. Mr. Song received
a Master’s of Business Administration degree from Oklahoma City/Tianjin Program.
Dennis Galgano
was a registered
consultant with Morgan Joseph Triartisan LLC from November 2016 until October 2017, and previously served as vice chairman and
head of international investment banking for Morgan Joseph Triartisan LLC, which is a registered broker dealer engaged in the
investment banking and financial advisory industry. Mr. Galgano received a B.S. degree in Chemistry from St. John’s University
and an M.B.A. from The Wharton School in 1972.
Jiming Ha
has also served
as a senior research fellow for the China Finance 40 Forum since March 1, 2018, and previously served as a managing director of
Goldman Sachs from January 2017 to April 2017. Mr. Ha served as a vice chairman and chief investment strategist of the Investment
Strategy Group for Private Wealth Management at Goldman Sachs from 2010 to January 2017. Mr. Ha holds a PhD in Economics from the
University of Kansas and Master’s and Bachelor’s degrees of science from Fudan University.
Zhihao Xu
has served as the
chief executive officer of Geely Group Co., Ltd., in Hangzhou, China, since December 2017, and previously served as the chairman
and chief executive officer of Beijing Dingchengrenhe Investment Co., Ltd., a funds management company, from January 2017 to December
2017. Mr. Xu served as the chairman of president of HNA USOLV CO., LTD., and the chief innovation officer of HNA Logistics Group
from January 2014 to December 2016, and prior to that as the chairman of Gopay Innovation Technology Co. Ltd., an online payment
system operator supporting online money transfers, from April 2012 to January 2014. Mr. Xu graduated from the Business School of
Renmin University of China and from the Wudaokou Finance College of Tsinghua University with a fund qualification certificate and
securities qualification certificate.
Jin Shi
has served as the
managing partner of Chum Capital Group, a merchant bank focused on helping Chinese growth companies to access global capital,
since January 2013. Mr. Shi has also served as a director of Seven Stars Cloud Group, Inc. (NASDAQ: SSC), a premium video on demand
service provider, since January 2014, and joined the audit committee of its board of directors in March 2016. He also served as
a director and member of the audit committee of Pingtan Marine Enterprise, Ltd. (NASDAQ: PME), a marine enterprise group primarily
engaged in ocean fishing through its subsidiaries. Mr. Shi received an EMBA degree from the Guanghua Management School of Beijing
University, and a Bachelor’s degree of science in Chemical Engineering from Tianjin University.
Kegang Peng
served as the
Vice Chairman of the board of directors C Media Limited from October 2014 to the consummation of the AEA. Previously, from 2012
to 2014, Mr. Peng was chairman of the board and founder of Jiangsu Suqian Jinghaiboyuan Information and Technology Co., Ltd. Mr.
Peng studied at Beijing University of Aeronautics and Astronautics majoring computer and application.
On August 19, 2018, the Board appointed
Messrs. Galgano, Shi and Ha as members of the Company’s Audit Committee, Messrs. Galgano and Shi as members of the Compensation
Committee, and Messrs. Ha and Zhihao Xu as members of the Nominating and Corporate Governance Committee. The Board has determined
that each of these persons meet the definition of an “independent director” under the applicable NASDAQ
Rules and under Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Board has further determined that Mr. Galgano
qualifies as an audit committee financial expert.
On August 19, 2018, the Board appointed
Mr. Xuesong Song as the Company’s chief executive officer and Mr. Jie Yu as the Company’s chief financial officer,
and approved employment agreements for each officer. Mr. Yu served as the chief financial officer of C Media Limited from January
2018 until the consummation of the AEA. From June 2016 to January 2018, Mr. Yu served as chief financial officer and secretary
of the board of directors of MTI Environment Group Limited. Prior to joining MTI, Mr. Yu served as the senior manager at DA HUA
CPA from November 2012 to May 2016. Previously, Mr. Yu served as the manager at Crowe Horwath (Hong Kong) CPA. Mr. Yu holds a
bachelor degree in accounting and finance from University of Auckland and postgraduate diploma in accounting from University of
Auckland.
On August 24, 2018, the Board appointed
Mr. Dongpu Zhang as the President of the Company, effective upon the closing of the Company’s acquisition of SuperEngine
Holding Limited. Mr. Dongpu Zhang has served as the General Manager of SuperEngine Graphics Software Technology Development (Suzhou)
Co., Ltd. (“SuperEngine Suzou”) and the Chief Executive Officer of SuperEngine Holding Limited since September 2016.
From February, 2014 to August, 2016, Mr. Zhang served as vice president of Industrial Development Group under China Fortune Land
Development Co., Ltd. From March, 2009 to February, 2014, Mr. Zhang served as the vice president of Aerospace Science and Technology
Holding Group Co., Ltd. Mr. Zhang receive his Master Degree of Computer Science from Harbin Institute of Technology in 1994 and
his Bachelor Degree of information system from Changsha Institute of technology in 1991.
On August 24, 2018, the Board
appointed Dr. Vincent Tao as a member of the Board, effective upon the closing of the Company’s acquisition of
SuperEngine Holding Limited. Dr. Tao was the Chairman of SuperEngine Suzhou from 2014 to 2017. Dr. Tao has been the president of the Seasky Angel Investment Alliance of
Shanghai since 2015. Dr. Tao received his Bachelor Degree of geographic information and telemetry from Wuhan University in
China in 1990 and received his Ph.D. from University of Calgary, Canada in 1997.
Luokung Technology Corp. is also furnishing
under the cover of Form 6-K a press release as Exhibit 99.1 hereto.
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, thereunto duly authorized.
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LUOKUNG TECHNOLOGY CORP.
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August 27, 2018
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By:
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/s/ Xuesong Song
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Xuesong Song
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Chief Executive Officer
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(Principal Executive Officer) and
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Duly Authorized Officer
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Exhibit Index
* Furnished herewith.
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