Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Increase
of Board Size, Appointment of Directors; Appointment of Chair
On
August 15, 2022, the board of directors (the “Board”) of Shengda Network Technology, Inc. (the “Company”) was
increased to five members. Mr. Yizhong Chen, Mr. Hanguo Li, Mr. Manu Ohri and Mr. Yanfeng Wang were appointed as independent directors
of the Board, effective the same date. In addition, the existing director of the Board, Mr. HangJin Chen, was appointed Chair of the
Board, effective the same date.
The
biographies of the newly appointed directors are set forth below:
Yizhong
Chen (59) currently serves as chief accountant, chairman and general manager of Zhejiang Pan’an Ankang Native Products
Co., Ltd., in which he previously has served in various roles since October 1996. Earlier, Mr. Chen worked for Pan’an County Deputy
Food Company, Pan’an County Supply and Marketing Co., Ltd. and Dongyang Jianshan Supply and Marketing Co., Ltd. Currently a farmer
and president of the Federation of Cooperatives in Pan’an County, the People’s Republic of China (the “PRC”),
and previously director and officer of various food, edible fungus and fruit civic associations in the PRC. Mr. Chen received an undergraduate
degree in commercial enterprise management from Zhejiang University of Economics and Business (formerly Zhejiang Supply and Marketing
Staff College) in July 1988 and subsequently studied at Zhejiang University City College of Business Administration EMBA. In 2014, he
obtained a diploma in traditional Chinese medicine from Zhejiang Pharmaceutical College.
Hanguo
Li (66) has served as Professor of Finance and Director of Securities and Futures Research at the Center of Jiangxi University
of Finance and Economics since December 2007. Mr. Li has been engaged as a counselor to Nanchang Municipal People’s Government
since December 2009; external supervisor of Nanchang Bank since April 2015; consultant of the Nanchang Cultural Property Rights Trading
Center since May 2015; consultant of the Jiangxi Provincial Development and Reform Association since June 2018; and doctoral supervisor
of Sirawa University, Thailand since August 2019. Mr. Li has also served as an independent director of each of Huazhang Chinese Media
Co and Jiangxi Sanchuan Wisdom Co., Ltd. since April 2019. He previously served as an independent director of Jiangxi Guotai Group Co.,
Ltd. and Jiangxi Zhengbang Technology Co., Ltd. The author of books on finance audits and recipient of multiple awards in the PRC, Mr.
Li received a bachelor’s degree from at Jiangxi University of Finance and Economics in July 1982 and a degree in accounting from Xiamen University in July 1983. He subsequently received a masters of economics from Zhongnan University of Finance and Economics
in June 1996 and a PhD in finance from American World University in May 2003.
Manu
Ohri (67) has provided management consulting and business advisory services through Anarjay
Concepts, Inc. from 2020 through the present. From 2015 to 2019, Mr. Ohri served as the Chief Financial Officer of ToughBuilt Industries,
Inc. Mr. Ohri joins the Company with more than 25 years of hands-on experience in financial management and business leadership and working
with boards of directors and financial institutions. Mr. Ohri has assisted several public companies in the areas of compliance with U.S.
and international financial accounting and reporting standards, investor relations, mergers and acquisitions, strategic planning, team-building
and project management. Mr. Ohri is a certified public accountant and chartered global management accountant with over seven years of
previous experience with Deloitte, LLP and PriceWaterhouseCoopers, LLP. Mr. Ohri received a
business degree in communications from the University of Delhi in 1975 and a master’s degree in business administration from the
University of Detroit in December 1979.
Mr.
Yanfeng Wang (36) has been employed by Zhejiang Jingmai E-commerce Co., LTD. since 2020. From 2015 to 2016, Mr. Wang was the
chief analyst at Engu Capital. Previously, Mr. Wang served as the chief lecturer and analyst of East China in JingZhuan Software Development
Co., Ltd. from 2012 to 2013. Mr. Wang earned a degree in logistics management from the East China Institute of Technology in 2012 and
received a certificate in fund practice in 2016.
There
are no family relationships among any of Mr. Wang, Mr. Chen, Mr. Hu or Mr. Li or our current officers or director. None of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party
to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Audit
Committee
On
August 15, 2022, the Board established an audit committee (the “Audit Committee”) and adopted the audit committee charter,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Effective on the same date, Mr. Ohri, Mr.
Chen and Mr. Li were appointed to the Audit Committee, with Mr. Ohri serving as chair of the Audit Committee.
The
Audit Committee is responsible for assisting the Board in its oversight responsibilities regarding the Company’s accounting and
financial reporting processes, the audits of the Company’s financial statements and the independent auditors’ qualifications
and independence.
The
Board has determined that all of the members of the Audit Committee are “independent,” as defined under the rules of the
Nasdaq Capital Market. In addition, all members of the Audit Committee meet the independence requirements contemplated by Rule 10A-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Further, all members of the Audit Committee meet
the requirements for financial literacy under the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)
and the Nasdaq Capital Market. The Board has determined that Mr. Li is an “audit committee financial expert” as defined by
applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.
Nominating
Committee
In
addition, on the same date, the Board established a nominating committee (the “Nominating Committee”) and adopted the nominating
committee charter, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference. Effective August 15, 2022,
Mr. Chen, Mr. Ohri and Mr. Li were appointed to the Nominating Committee, with Mr. Chen serving as chair of the Nominating Committee.
The
Nominating Committee is responsible for, among other things, identifying qualified board candidates and nominees, and
corporate officers of the Company and other matters with respect to governance of the Company.
Compensation
Committee
In
addition, on the same date, the Board established a compensation committee (the “Compensation Committee”) and adopted the
compensation committee charter, a copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by reference. Effective
August 15, 2022, Mr. Li and Mr. Ohri were appointed to the Compensation Committee, with Mr. Li serving as chair of the Compensation Committee.
The
Compensation Committee is responsible for the approval and implementation of the executive compensation for officers and other key executives
of the Company.