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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On
December 3, 2021, Ms. Li Lv tendered her resignation as a member of the board of directors
(the “Board”) of Takung Art Co., Ltd. (the “Company”), effective immediately. Ms. Lv’s decision
to resign was not the result of any disagreements with the Company on any matter related to the operations, policies, or practices of
the Company.
On
the same date, the Company appointed Mr. Ronggang (Jonathan) Zhang as a member of the Board, to fill in the vacancy resulting from
the resignation of Ms. Li Lv. Mr. Zhang will serve as the chairperson of the governance and nominating committee of the board of directors,
and as a member of the audit and compensation committees of the board of directors. Mr. Zhang shall be eligible for reelection (along
with the Company’s other directors) at the Company’s upcoming annual meeting of stockholders which is excepted to be held
on December 28, 2021, 8:00 PM, Eastern Time (December 29, 2021, 9:00 AM, Hong Kong Time).
In connection with his appointment
as a director, the Company and Mr. Zhang signed an offer letter on December 3, 2021. Pursuant to the offer letter, Mr. Zhang will receive
an annual director fee $46,000 in cash, payable quarterly in advance and be reimbursed for reasonable expenses incurred in the performance
of his duties. In addition, Mr. Zhang will receive 5,000 restricted shares of common stock, par value $0.001 or the equivalent of $25,000
worth of the Company’s common stock, whichever is greater, per year, which shall vest in accordance with the terms and conditions
set forth in the Company’s omnibus incentive plan and applicable award.
The foregoing description
of the principal terms of the offer letter with Mr. Zhang is a general description only, does not purport to be complete, and is qualified
in its entirety by reference to the terms of the offer letter with Mr. Zhang attached hereto as Exhibit 10.1, which is incorporated herein
by this reference.
There is no family relationship
between Mr. Zhang and any of our other officers and directors.
In
addition, on December 3, 2021, Ms. Wing Yan Leung tendered her resignation as the Chief Financial Officer of the Company. Ms.
Leung’s decision to resign was not the result of any disagreements with the Company on any matter related to the operations, policies,
or practices of the Company.
The
Company has hired Ms. Zhirong Li as the new Chief Financial Officer, effective immediately, to fill in the vacancy resulting from
Ms. Leung’s resignation. In connection with appointment, the Company and Ms. Li entered into an employment agreement, dated December
3, 2021 (the “Employment Agreement”), pursuant to which Ms. Li will receive an annual base salary of $960,000 for her
services as Chief Financial Officer. Her term of employment, which begins December 3, 2021, is for one year, with the first three months
being her probationary period. Her employment may be terminated at any time during this probationary period and thereafter upon one month’s
written notice. Ms. Li may terminate her employment at any time for any reason or no reason upon three month’s advance written notice
There
is no family relationship between Ms. Zhirong Li and any of our other officers and directors. Except for the employment agreement
described above, Ms. Zhirong Li has not had any transaction with the Company since the beginning of our last fiscal year.
The foregoing description
of the principal terms of the Employment Agreement is a general description only, does not purport to be complete, and is qualified in
its entirety by reference to the terms of the Employment Agreement attached hereto as Exhibit 10.2, which is incorporated herein by this
reference.
Biographical Information of the New Director and Officer.
Mr. Ronggang (Jonathan) Zhang
Mr. Zhang, age 58, has extensive
experience in investment and finance in the industries of international engineering, renewable energy, eco-agriculture, infrastructure.
He is also an outstanding consultant in the fields of international laws, blockchain, metaverse, digital economy and crypto currency.
Mr. Zhang currently is also acting as a director of SOS Ltd., a listed company on The Nasdaq Capital Market, which engages in the business
of providing a wide range of data mining and analysis services to corporate and individuals.
He is the Chief Executive Officer of 5CGroup International Asset Management Co., Ltd. and Strategic Development Consultant of SG &
CO PRC Lawyers, positions he has held since 2015. Mr. Zhang has served since 2015 as master’s supervisor of Zhejiang Sci-Tech University
and visiting professor of Zhejiang NDRC Training Center. Mr. Zhang previously served as the Department Chief of Commercial Bureau of HEDA
between 2003 and 2015 and as Chief of Investment Bureau of Ningbo Free Trade Zone between 2000 and 2003. Mr. Zhang received his bachelor’s
degree at Hubei University in 1987, and Visiting Scholar to University of Newcastle upon Tyne, UK in 1996.
Ms. Zhirong Li
Ms. Li, age 49, has more than
20 years of experience in the fields of accounting, corporate finance, and tax planning. Prior to joining us, Ms. Li had been working
as the financial vice president at St. Johnson Group (International) Co., Ltd., which is a company mainly engaged in providing professional
services such as architectural design consulting, catering, investment consulting and real estate since July 2006. Ms. Li was in charge
of the financial reporting, financial forecasting and tax planning of the company. Ms. Li received her bachelor’s degree and her
master’s degree from Shanghai University of Finance and Economics in 1997 and in 2008, respectively. We believe that with Ms. Li’s
extensive experience in the finance, accounting and auditing fields, she is a suitable candidate for the position of the Chief Financial
Officer.