Current Report Filing (8-k)
September 06 2018 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 3, 2018
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JRSIS HEALTH CARE CORPORATION
(Exact name of registrant as specified in
its charter)
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Florida
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1-36758
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46-4562047
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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1st - 7th Floor, Industrial and Commercial
Bank Building
Xingfu Street, Hulan Town, Hulan District,
Harbin City
Heilongjiang Province, P.R. China
150025
(Address of Principal Executive Office)
(Zip Code)
86-451-56888933
(Registrant’s telephone number, including
area code)
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:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
x
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.
¨
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Item 5.02
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Election of Directors; Appointment of Certain Officers
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On September 3, 2018 the Registrant's Board of Directors increased
the number of members of the Board of Directors from four to five, and elected Yanming Zhang to fill the vacancy and serve as a
member of the Board of Directors. Information regarding Mr. Zhang follows:
Yanming Zhang.
Yanming Zhang has been employed
as Budget Officer by China Construction Second Engineering in Shenzhen, China since July 2018. From August 2017 until June 2018,
Mr. Zhang was employed as a communication specialist by the Harbin Acheng District Justice Bureau. Mr. Zhang graduated from the
China University of Geosciences in 2018 with a Bachelor's Degree. He is 22 years old. Mr. Zhang was appointed to bring to the Board
his experience with China's legal system and the experience he is gaining as a budget professional. Mr. Zhang has no familial relationship
with any other member of the Registrant's Board.
On September 3, 2018 the Registrant's Board of Directors elected
Suya Li to serve as the Registrant's Chief Operating Officer. Information regarding Ms. Li follows:
Suya Li.
Ms. Li has been employed in the administration
of the Registrant's subsidiary, Harbin Jiarun Hospital Co., Ltd., since 2016. From 2012 until 2016, Ms. Li was employed as Chief
Operating Officer of Heilongjiang Victoria Maternity Hospital. From 2001 until 2011, she was employed as Branch Secretary by the
Harbin City Health Supervision Institute. Ms. LI graduated in 2001 from the Harbin Medical University with a Bachelor's Degree.
She is 61 years old. Ms. Li has no familial relationship with any member of the Registrant's Board.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws
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On September 3, 2018 the Registrant's Board of Directors adopted
Amended and Restated Bylaws for the Registrant. The amendments effected by the Amended and Restated Bylaws were:
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·
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Section 2.6. Elimination of provisions authorizing a closing of the
stock transfer books.
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·
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Section 2.8. Subordination of voting rights provision to any relevant
provision in the Articles of Incorporation.
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·
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Section 3.1. Elimination of provision that the number of directors
would be four unless changed by the shareholders; and replacement by provision that the number of directors would be fixed from
time to time by the Board.
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·
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Section 3.5. Elimination of provision that vacancies on the Board
would be filled by vote of the shareholders; and replacement by provision that vacancies on the Board will be filled by vote of
the Board.
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·
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Section 4.1. Addition of Chief Financial Officer to the list of officers
that the Board is authorized to appoint.
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·
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Section 4.7. Addition of provision that the President will be the
principal executive officer unless the Board appoints a Chief Executive Officer.
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·
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Section 4.10. Addition of provision that the Treasurer will be the
Chief Financial Officer unless the Board appoints a Chief Financial Officer.
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·
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Article IX. Elimination of provision that the Company may indemnify
directors, officers, employees and agents to the extent permitted by law; and replacement by provision that the Company will indemnify
directors and officers to the fullest extent permitted by the Florida Business Corporation Act.
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Item 9.01
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Financial Statements and Exhibits
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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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JRSIS Health Care Corporation
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Date: September 6, 2018
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By:
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/s/ Lihua Sun
Lihua Sun, Chief Executive Officer
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