Item
5.01 Changes in Control of Registrant.
On
August 12, 2022, as a result of two private transactions, (i) 4,000,000 shares of Series A Preferred Stock, $0.001 par value per
share (the “Shares”) of Lvpai Group Limited, a Nevada corporation (the “Company”), were transferred from
Yang Fuzhu to Chen Yuanhang and (ii) 1,000,000 Shares were transferred to Frank Chen (together, the “Purchasers”). As a
result, the Purchasers became holders of an aggregate of approximately 43.48% of the voting rights of the issued and outstanding
share capital of the Company and Yang Fuzhu retained 43.48% of the voting rights of the Company and is no longer the controlling
shareholder. The consideration paid for the Shares was $172,500. The source of the cash consideration for the Shares was personal
funds of the Purchasers.
Other
than as described below, there are no arrangements or understandings among both the former and new control persons and their associates
with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is
incorporated by reference into this Item 5.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 12, 2022, the existing director and officer resigned immediately. Accordingly, Yang Fuzhu, serving as a director and an
officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary. At
the effective date of the transfer, Chen Yuanhang consented to act as the new Chief Executive Officer, President, and a Director of
the Company, and Zhang Wenmin consented to act as the new Chief Financial Officer of the Company.
Yuanhang
Chen – Chief Executive Officer, President, Secretary, Treasurer, Director
Mr.
Chen Yuanhang, aged 60, received his bachelor’s degree from Guangxi Normal University in 1989. In 2009, he received an Executive
Master of Business Administration Program in Peking University.
In
1997, Mr. Chen Yuanhang founded Guangxi Chuanggu Group, operating out of Guangxi, China. Mr. Chen Yuanhang continues to serve as the
President and Director and has been responsible for encouraging business investments, while also providing leadership and strategic direction
for the company. In 2002, Mr. Chen Yuanhang founded Guangxi TNKY Life Technology Group Limited and serve as the President and Director
until now. He also joined the Guangdong’s Association for Promotion of Cooperation between Guangdong, Hong Kong & Macao and
served as Vice President in 2015.
Due
to Mr. Chen Yuanhang ’s over 30 years of experience in top management of various businesses, in July of 2022, the Board of Directors
elected to appoint him to the positions of President, Secretary, Treasurer and Chairman of Board of Directors of the
Company.
Zhang
Wenmin – Chief Financial Officer
Ms.
Zhang Wenmin, age 39, graduated from Tianjin University with the bachelor’s degree in Business Administration.
Ms.
Zhang was in the travel-related photography industry for 10 years. After years of development, Ms. Zhang is the CEO of Jiangsu Lvpai
Technology Group Co., Ltd. focusing on the travel-related photography services. Ms. Zhang built a one-stop service platform called “Global
Travel Photography”, a well-known brand in the travel-related photography industry, which integrates tourism, photography, hotels,
scenic spots, specialties and other comprehensive products.
Ms.
Zhang is also a well-known angel investor, who is experience at business management and financial investment analysis. In addition to
the “Global Travel Photography”, she also invested in many other start-ups, such as “XingYi Media”, “Zhongfu
Cultural Tourism”, “Smart Travel Camera Cabin”, “TianNian KeYang”, “Kuncheng RV Tourism”, “Tianzhiquan
Liquor”, some of them have grown to become the strong market players in China.