|
Item 5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 16, 2017, the Company learned that Mr. Tao Li, its Chairman, Chief Executive Officer (“CEO”), and founder,
had passed away unexpectedly on December 15, 2017. The entire management team and his fellow directors were greatly saddened by
Mr. Tao Li’s passing, and will deeply miss his incredible leadership, professionalism and judgment, and his warm collegiality.
Mr. Tao Li founded Xi’an TechTeam Industry (Group) Co., Ltd. in 1996, and founded Shaanxi TechTeam Jinong Humic Acid
Product Co., Ltd., our wholly-owned subsidiary (“Jinong”) in 2000. As the founder of our Company, Mr. Li had been
critical to our success and his experience had brought to the Board of Directors incredible leadership and entrepreneurial vision
to successfully navigate the Company in the markets and build its growth trajectory in the industry. Mr. Tao Li will be remembered
for his steadfast and esteemed service, and it is with heartfelt admiration and appreciation that the Board thanks him for his
terrific and invaluable contributions.
Effective as of December 18, 2017, the Company’s Board of Directors appointed the Company’s
President, Mr. Zhuoyu Li, as its new Chairman and CEO. Led by Mr. Zhuoyu Li, the Company’s Board of Directors has been engaged
in undertaking the succession.
The
Board has determined that Mr. Zhuoyu Li is the best fit to succeed the positions from the passing of his father, given his business
education, agriculture background, and executive experience in the company.
There
are no arrangements or understandings between Mr. Zhuoyu Li and any other persons pursuant to which he was selected as the Chairman
of the Board of Directors and CEO. Except for Mr. Tao Li and Mr. Zhuoyu Li, who are father and son, there is no other family relationship
between Mr. Zhuoyu Li and any other directors or executive officers in the Company, whether former or current. Mr. Zhuoyu Li has
no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Concurrent with his succession as the Company’s
Chairman and CEO, Mr. Zhuoyu Li resigned from his post as the Company’s Chief Financial Officer. On December 19, 2017, the
Board of Directors promoted the Company’s Senior Vice President of Finance, Mr. Yongcheng Yang, as the Company’s Chief
Financial Officer (“CFO”), effective December 19, 2017. As the new CFO, Mr. Yang will lead and oversee accounting,
financial reporting, internal audit, and tax areas for the Company.
Mr. Yongcheng Yang, aged 53, has been the
Company’s Senior Vice President of Finance since January 2016. Before that, Mr. Yang had served as the chief financial officer
of the Company’s wholly-owned subsidiary,
Beijing
Gufeng Chemical Products Co., Ltd. (“Gufeng”) since July 2010. Earlier, Mr. Yang had served various senior, and executive
level positions in finance for the Company and the Company’s affiliate, Xi’an Techteam Investment Holding (Group)
Co., Ltd, since 2002. Mr. Yang started his career in accounting and finance at Shaanxi Weidong Chemistry Co., Ltd from 1989 to
2002. Mr. Yang graduated from Xi’an Jiaotong University in 1989 with his Bachelor’s degree in accounting.
The Board has determined that Mr. Yang is qualified for the position considering his accounting education,
career history, and management experience in the company and industry.
There
are no arrangements or understandings between Mr. Yang and any other persons pursuant to which he was selected as the chief financial
officer. There is no other family relationship between Mr. Yang and any director or executive officer of the Company. Mr. Yang
has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
The Company entered
into an employment agreement (the “Employment Agreement”) with Mr. Yang dated and effective as of December 19, 2017.
Pursuant to the terms of the Employment Agreement, Mr. Yang will serve as our Chief Financial Officer for a term of one
year at an annual salary of $180,000. Mr. Yang is eligible for a yearly bonus at the discretion of our Board of Directors. The
Employment Agreement will be automatically extended for additional one-year terms unless either party provides a written notice
of termination sixty (60) days prior to the end of the prior term. Either party may terminate the Employment Agreement upon
thirty (30) days written notice, or, at our discretion, we may terminate the Employment Agreement immediately and substitute thirty
(30) days salary in lieu of written notice. In the event of a breach of the Employment Agreement by Mr. Yang, or in
the event Mr. Yang is terminated for “cause” (as defined therein), the Employment Agreement may be terminated immediately
without notice and without further payments.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified
in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.