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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 June 11, 2019, Mr. John Gong Chin Ong tendered his resignation as Chairman of the board of directors (the
“Board”) of Wunong Asia Pacific Co., Ltd (the “Company”), effective immiediately. Mr. Gong will however
remain a member of the Board. Mr. Gong’s decision to resign was not due to any disagreement with the Company. On June 11,
2019, the Board appointed Mr. Peijiang Chen as director and new Chairman of the Board and Mr. Philip Kwan Swee Seng as director,
effective immediately. On April 16, 2018, Mr. Chen had acquired 25,000,000 shares of the Company’s common stock, respresenting
approximate 63.61% of our then total issued and outstanding shares for a total purchase price of $250,000. As a result of the acquisition,
Mr. Chen acquired the majority control of the Company and his said appointment is in recognition of his controlling stake and leadership
role in the Company’s future. Both Messrs Chen and Kwan will serve until the next Annual Meeting of stockholders of the Company
or until their earlier death, resignation or removal.
Mr.Chen,
age 56, has extensive experience in company management. From July 2016 to September 2018, Mr. Chen was the legal representative
of Shenzhen Yue Long Teng Da Sports Inforamtion Technology Limited Company. From June 2015 to October 2018, Mr. Chen served as
Chairman of the board of directors at Wunong Techonology (Shenzhen) Co., Ltd. From 2018 to 2016, Mr. Chen served as Principal
of Harbin Dongze Foreign Language School. Mr. Chen received his bachelor degree in electrical automation in industrial enterprises
from Jilin Teachers College of engineering in 1985.
Philip
Kwan Swee Seng was appointed as Secretary of our Company on September 15, 2014. Mr. Philip Kwan, is a marketing and human resources
management specialist with over 30 years’ experience working in Asia and abroad. Mr. Kwan has worked as Human Resource Manager
since 1974 and he has worked for various multinational corporations such as Murata Electronics, Tomy Toy, Yamashina Seiko-sho
and Showa Plastics. In 1995, he established Total Asia Pacific Marketing Pty. Ltd. in Australia, and was the Managing Director
of that company, which was engaged in marketing finished non-ferrous metal production from Australia to Singapore and the other
south Asian countries until 2005. In 1998, he established James Walker Singapore Pte. Ltd. for James Walker Group of Companies
from the UK and held the position of Finance Director until 2006. Since 2007, he has served as the Regional HR Manager of the
publicly listed company Teledata Singapore Ltd., where he is responsible for the company’s administrative and HR management
of the regional offices in the Asian Region. Prior to his management career, Mr. Kwan served a three year tour of duty as a logistic
officer with a rank of lieutenant in the Singapore Armed Forces, and 1 year in the Ministry of Defense as a Defense Executive
officer.
Mr.
Kwan holds a Certificate in Industrial Relations from the Institute of Work Managers (UK), a Professional Diploma in Management
Studies from North Staffordshire Polytechnic (UK) and a Diploma in Management Consultancy from the National Productivity Board
(UK) (now known as Spring). He is an ordinary member of British Institute of Management, Singapore Institute of Management and
Singapore Institute of Human Resource Management. Mr. Kwan attended the Autonomous Learners World Caucus at Oxford University
in United Kingdom in 2010. Subsequently, he was appointed as the official organizer of the First Asia Autonomous Learners World
caucus in Singapore in year 2011. At present Mr. Philip Kwan is under the internship of Emeritus Professor Gary J Confessore of
the George Washington University DC USA for Certified LAP Coach to provide professional coaching for Learner Autonomy Profiling
analysis.
There
is presently no compensatory arrangement for Messers Chen and Kwan’s services as directors of the Company. There are no
understandings or arrangements between Messrs. Chen and Kwan and any other person pursuant to which Messrs. Chen and Kwan were
selected as Chairman and director of the Board, respectively. There is no family relationship between Messrs. Chen and Kwan with
any of our other officers and directors, or person nominated or chosen by the Company to become an officer or director. Except
for the above disclosure, in the past two years there have been no transactions in which the Company was or is to be a participant
and the amount involved exceeds $120,000, and in which Messrs. Chen or Kwan had or will have a direct or indirect material interest,
and there are currently no such proposed transaction.
On
June 11, 2019, the Board resolved to establish the Audit Committee, Nominating and Governance Committee and Compensation Committee
and adopt their respective charters, each of which is attached hereto as exhibits 99.1, 99.2 and 99.3, respectively, and is incorporated
herein by reference.
Below
is the structure of our current Board and members of each committee:
Chairman
of the Board
Peijiang
Chen
Audit
Committee
John
Gong Chin Ong, Chairman
Chin
Leong Yang,
Philip
Kwan Swee Seng
Nominating
and Governance Committee
Peijiang
Chen, Chairman
John
Gong Chin Ong,
Xixing
Ma
Compensation
Committee
Philip
Kwan Swee Seng, Chairman
Peijiang
Chen
Xixing
Ma