Item 5.01
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Changes in Control of Registrant.
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On February 24, 2020, Anna Varlamova, the president,
treasurer, secretary and director of Bitmis Corp. (the “Company”) sold 5,000,000 shares of the Company’s common
stock, representing 80% of the total issued and outstanding shares of common stock of the Company, in a private transaction (the
“Transaction”) to Li Wen Chen, Bin Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen for
an aggregate purchase price of $395,000 (the “Purchase Price”). Li Wen Chen, Bin Feng Zhao, Heng Jian Yang, Kin
Chiu Leung, Jin Jia Mai and Zhong Xiong Chen (collectively, the “Purchasers”) purchased, respectively, 1,250,000 shares,
1,000,000 shares, 1,000,000 shares, 750,000 shares, 500,000 shares and 500,000 shares of the common stock of the Company from Anna
Varlamova. The share ownership of Li Wen Chen, Bin Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen
represents, respectively, 20%, 16%, 16%, 12%, 8% and 8% of the total issued and outstanding shares of common stock of the Company.
The Purchasers paid the Purchase Price using their personal funds. The information set forth in Item 5.02 of this Form 8-K
is hereby incorporated by reference into this Item 5.01.
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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In connection with the Transaction, on February 24, 2020, Kin Chiu
Leung, Bi Feng Zhao, Li Wen Chen, Heng Jian Yang and Zhong Xiong Chen were each appointed as a director of the Board of Directors
of the Company (the “Board“). On February 24, 2020, Anna Varlamova resigned from her positions as a director of the
Board, the president, the treasurer and the secretary of the Company. On February 24, 2020, the Board appointed Kin Chiu Leung
as the Company’s President and Chairman of the Board, Bi Feng Zhao as the Chief Executive Officer (“CEO”) of
the Company, Li Wen Chen as the Chief Financial Officer (“CFO”) and Treasurer of the Company and Jian Li as the Secretary
of the Company.
Mr. Kin Chiu Leung, age 57, has served as
director of Guangdong Ruiteng Catering Management Co., Ltd. (“Guangdong Ruiteng”) and a director of Ruiteng Holding
Co., Ltd., the parent company of Guangdong Ruiteng since June 2018. From February 2005 to May 2018, Mr. Leung served as vice president
and M&A department manager at Arem Pacific Corp. From March 1998 to January 2005, Mr. Leung worked at JPM Melbourne as Investment
Banking manager. Mr. Leung received his first Bachelor Degree of Electronic Engineering from South China University of Technology,
Guangzhou, China in 1985 and his second Bachelor Degree of Computer Sciences from La Trobe University, Melbourne, Australia in
1991. Mr. Leung received his double Master Degrees of International Finance and EMBA in Business Administration from University
of Sydney, Australia in 1995.
Mr.
Bi Feng Zhao, age 35, has served as the general manager of Genji Biotechnology Co., Ltd.
since November 2017. From June 2016 to November 2017, Mr. Zhao served as the manager of administrative department and assistant
to the general manager of Zhuhai Kangjin Electric Co., Ltd. From April 2011 to June 2016, Mr. Zhao served as the director of the
president’s office and assistant to the president of Guangdong Lixinyuan Real Estate Co., Ltd. From May 2010 to April 2011,
Mr. Zhao served as the manager of administrative department of Zhuhai Youlaidi Kitchenware Co., Ltd. Mr. Zhao graduated from Guangdong
Baiyun University with a major in logistics management in 2006.
Ms. Li Wen
Chen, age 49, has serviced as chief financial officer of Guangdong Ruiteng since December 2019. From July 2015 to November
2019, Ms. Chen served as the director of business development department of Guangdong Venture Capital Development Co., LTD.
From December 2008 to June 2015, Ms. Chen served as the sales director of Guangzhou Jingxing Real Estate Co., LTD. Ms. Chen
graduated from Guangzhou No.24 Middle School of Finance and Economics with a major in accounting in 1989.
Mr. Heng Jian Yang, age 48, has
served as general manager of Guangdong Ruiteng since December 2019. Mr. Yang was the general manager of Kaitianshi (Guangzhou)
Catering Management Co., LTD from October 2018 to November 2019. Mr. Yang worked as executive director and general manager of
Guangzhou Gaozhan Catering Management Co., Ltd. from January 2010 to August 2018. From August 1997 to January 2010, Mr. Yang served
as the South China Regional Director for Shanghai RBT Tea Group. From May 1993 to August 1997, Mr. Yang was the head chef of the
South China District of Hong Kong Fairwood Holdings Ltd. Mr. Yang graduated with a cooking diploma from Guangzhou Vocational School
of Tourism &Business in 1990.
Mr. Zhong Xiong Chen,
age 51, was the general manager of the bidding department of Guangdong Jinhaoze Construction Co., Ltd. from October 2008
to February 2020. Mr. Chen received his bachelor degree of Construction Engineering from Wuhan University of Technology in 2007.
In connection with his service as the
President, the Company provides Mr. Leung compensation in the amount of RMB 120,000 (approximately $17,143) per year with a
term of employment for one year. In connection with his service as the Chief Executive Officer, the Company provides Mr. Zhao
compensation in the amount of RMB 120,000(approximately $17,143) per year with a term of employment for one year. In
connection with her service as the Treasurer and Chief Financial Officer, the Company provides Ms. Chen compensation in the
amount of RMB 120,000 (approximately $17,143) per year with a term of employment for one year. The employment agreements of
Mr. Leung, Ms. Chen and Mr. Zhao include standard clauses relating to noncompetition, nonsolicitation and indemnification in
connection with their services as the Company’s officers.
Mr. Kin Chiu Leung, Mr. Bi Feng Zhao, Ms. Li
Wen Chen, Mr. Heng Jian Yang and Mr. Zhong Xiong Chen were appointed as a closing condition for the Transaction. There is
no family relationships exist among our directors.
There are no transactions to which the Company
is a party and in which Mr. Kin Chiu Leung, Mr. Bi Feng Zhao, Ms. Li Wen Chen, Mr. Heng Jian Yang and Mr. Zhong Xiong Chen have
a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.