ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March18, 2016, Mr. WenWei Wu announced his resignation as acting Chief Executive Officer to the Board, effective on April 16, 2016. Mr. Wu did not resign for reasons involving a disagreement with the Company or its management, or because of any matter relating to the Company’s operations, policies, or practices. On the same date, the Board accepted Mr. Wu’s resignation, and appointed Mr. Eng Wah Kung as the Chief Executive Officer, effective on April 1, 2016, to fill the vacancy as of April 16, 2016 created by the resignation of Mr. Wu and as an executive director to the Board.
Mr. Eng Wah KUNG, aged 55, will be the CEO and executive director of the Company. He holds a First Class Diploma in Hotel Management with Les Roches, Switzerland. Prior to joining our company, he was the General Manager with Hic Inn, Cambodia and has been a General Manager for several Southeast Asian hotel operations companies, including Nha trang Lodge, Vietnam and NCL Cambodia Pte Ltd. He has over 33 years’ experience in senior management position. He is responsible for over-seeing the future operations of the Company using his extensive skills, knowledge and experience. In fact, Mr. Kung was the Company’s
resigned in September 2015.
On March 18, 2016, the Board appointed Mr. Veng Kun Lun as a director and the Board Secretary, effective on April 16, 2016.
Mr. Veng Kun Lun, aged 55, will be the executive director and the company secretary of the Company. He holds a Diploma in Business Administrative. Prior to join
our company, he was Sales Manager of Jardine Office Solution, Macau and founder and director of All-In-One Officer Solution Co Ltd a company which he has run since 2000. He has more than 25 years’ experience in
marketing and sales industry. He also was the founder and president of Green Environment Protection Association of Macau. In 2015, he was invited to be the Advisor of Overseas Chinese Federation of Fangchengang & Baise City in Guanxi, China.
No family relationship exists between Messrs. Eng Wah Kung and Veng Kun Lun and any directors or executive officers of the Company. In addition, there has been no transaction, nor is there any currently proposed transaction between Messrs. Mr. Kung and Mr. Lun and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On March 18, 2016, the Company entered into an employment agreement with Mr. Eng Wah Kung. The Employment Agreement is effective as of April 16, 2016. Under the terms of the Employment Agreement, the Company agreed to pay Mr. Kung a monthly fee of $1,500 as compensation for the services to be provided by him as the Chief Executive Officer. Mr. Kung may also be entitled to
discretionary bonus. His employment will be on probation for a period of three months from April 16, 2016. Under the terms of the Employment Agreement, Mr. Kung agreed to keep the Company’s business secrets and information confidential from third parties. The Company is also entitled to the sole ownership an exclusive use of any invention or improvement made or discovered by Mr. Kung and of any copyright, design right, trademark or trade name created or used by Mr. Kung during his employment with the Company.
On March 18, 2016, the Company entered into an employment agreement with Mr. Veng Kun Lun. The Employment Agreement is effective as of April 16, 2016. Under the terms of the Employment Agreement, the Company agreed to pay Mr. Lun a monthly fee of HKD1,000 as compensation for the services to be provided by him as the Board Secretary. Mr. Lun may also be entitled to discretionary bonus. His employment will be on probation for a period of three months from April 16, 2016. Under the terms of the Employment Agreement, Mr. Lun agreed to keep the Company’s business secrets and information confidential from third parties. The Company is also entitled to the sole ownership an exclusive use of any invention or improvement made or discovered by Mr. Lun and of any copyright, design right, trademark or trade name created or used by Mr. Lun during his employment with the Company.
The foregoing summary of the material terms and conditions of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the Employment Agreements attached to this report as Exhibits 10.1 and 10.2.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
As a result of the acquisition described in Item 1.01 above, on March 18, 2016, the Board has approved a resolution to amend its Articles of Incorporation and change the name from “Glorywin Entertainment Group Inc.” to “LWH Biomass Inc.” once all necessary documents have been executed and all required approvals have been obtained. The Company will file the Certificate of Amendment once all documentations are completed.
The Amended Articles of Incorporation were approved by the Board and recommended for submittal to the Company’s stockholders on April 5, 2016. On April 5, 2016, Mr. WenWei Wu, being the record holder of
shares of our common stock, constituting 56.97% of our issued and outstanding shares of our common stock, the sole class of our voting securities, adopted and approved the Amended Articles of Incorporation by written consent in lieu of a meeting. On such date, we had
shares of common stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
As previously disclosed in Form 8-K, on February 21, 2016, Messrs. Meng Hoa Duang, Lee Boon Siong and Ho Zhen Lung (the “Resigning Officers”) resigned as officers and directors of the Company. Mr. WenWei Wu later contacted Mr. Ming Kong Lee who was a
of the Company that the Company now believes was acting on behalf of the Resigning Officers,
who revealed to Mr. Wu that he intended to take away the business operation of GWIN Company Limited, and Wonderful Gate Strategy Company Limited, both of which are wholly owned subsidiaries of the Company in concert with his brother-in-law, Mr. Sing Hong Ting who is a principal shareholder of the Company. The Company is currently seeking legal remedies against the Resigning Officers and Mr. Ting including the cancellation of the shares of common stock of the Company owned by them or entities controlled by them. However, as of the date hereof, the Company currently does not have access to the operation and business records of such subsidiaries. In addition, the Company’s two customers,
two land based casino
generated substantially all of our revenues
as part of our junket business
notified the Company that they were
junket arrangement with the Company. The Company is exploring a new junket relationship
two land based casinos
or other casinos
FINANCIAL STATEMENTS AND EXHIBITS.