BEIJING, April 24, 2020 /PRNewswire/ -- Golden Bull
Limited (the "Company") (Nasdaq:
DNJR) is filing this Report on Form 6-K pursuant to an
order under Section 36 of the Securities Exchange Act of 1934
modifying exemptions from the reporting and proxy delivery
requirements for public companies (SEC Release No.34-88465 /
March 25, 2020). The outbreak of the
COVID-19 pandemic in mainland China greatly affected our operations and the
preparation for and the actual audit of our financial statements
for the year ended December 31, 2019.
Commencing with the outbreak in December, it was difficult for our
employees to resume work at our corporate office in Shanghai. All of our employees were asked to
work from home. Some of our employees began to return to work in
our office in early March. The preparation of audit materials was
significantly delayed. Our auditors were initially scheduled to
perform an 11-day field work starting on March 2, 2020. However, due to the delay of
preparing audit materials and travel restrictions in Beijing and Shanghai, field work was delayed and
rescheduled. The Company estimates that it will be able to file its
Annual Report on Form 20-F on or before June
14, 2020.
Risk Factors
We are subject to various risks due to the coronavirus which
have materially and adversely affected our operations and our
business and financial condition.
We believe that our results of operations, business and
financial condition have been and will continue to be adversely
affected by the outbreak of COVID-19 in China. While the World Health Organization
declared the outbreak a "Public Health Emergency of International
Concern" on January 30, 2020, our
operations were adversely affected since the outbreak in
China in December 2019. Substantially all of our
operations, including all of our employees and customers are in
China. All of our employees were
asked to work at home and did not begin to return to work until
early March 2020.
Our operations were adversely affected by the following risks,
among others: travel restrictions on our employees, customers and
vendors; shortage of automobiles to lease; assorted logistics
delays; liquidity issues; business operations disruptions; and the
general economic downturn in the economy as a result of quarantined
persons.
While the Chinese economy is slowly recovering, the duration of
any economic downturn resulting from COVID-19 is uncertain. The
full extent to which COVID-19 will impact our financial results and
business condition will depend on future developments which cannot
be predicted.
Appointment of Officer and Directors
On April 19, 2020, the Board of
Directors of the Company (the "Board") appointed Mr. Hong Yu as an executive director and Chief
Strategy Officer of the Company, effective immediately.
On April 19, 2020, the Board
appointed Mr. Yan Xiong as an
independent director of the Company, effective immediately.
From 1999 to 2001, Mr. Yu studied at Changzhou Technology and
Normal College. In 2008, Mr. Yu founded Quyou Gaming which was one
of the largest Web Gaming Platforms in China. For more than the last five years Mr.
Yu has been involved in founding gaming and start-up companies. In
2013, Mr. Yu worked as Senior VP of 360 Group when Quyou Gaming was
acquired by 360 Group, In 2015, Mr. Yu founded Beijing Qingyun
Interactive Technology Limited. In 2018, Mr. Yu initiated KFUND a
crypto fund focusing on investments opportunities in blockchain and
innovation. At 3 am February 11, 2018, Mr. Yu initiated "3AM" community which is very influential in the
Chinese blockchain community.
The Company and Mr. Hong Yu
entered into an employment agreement (the "Yu Employment Agreement"
on April 20, 2020, pursuant to which
the Company agreed to pay Mr. Yu one hundred thousand dollars (US
$100,000) annually for serving as the
Chief Strategy Officer of the Company starting from the effective
date of the Yu Employment Agreement. The Company shall also
reimburse Mr. Yu for reasonable and approved expenses incurred by
him in connection with the performance of his duties under the Yu
Employment Agreement. The Yu Employment Agreement is for a two-year
term, automatically renewable for one-year terms unless terminated
by either party within three months of the end of the applicable
term. The agreement is terminable for Cause (as defined) or without
Cause or upon a Change of Control (as defined), provided certain
severance payments are made. The Yu Employment Agreement provides
for non-competition and non-solicitation periods of one-year from
termination of employment for any reason.
The Company and Mr. Hong Yu also
entered into a director agreement (the "Yu Director Agreement") on
April 20, 2020, pursuant to which the
Company agreed to pay Mr. Yu one thousand
dollars (US $1000) per quarter
for serving on the Board for a one-year period ,subject to a
one-year renewal, starting from the effective date of the Yu
Director Agreement. The Company shall also reimburse Mr. Yu for
reasonable and approved expenses incurred by him in connection with
the performance of his duties under the Yu Director Agreement.
Mr. Yu has no family relationship with any of the executive
officers or directors of the Company. There have been no
transactions in the past two years to which the Company or any of
its subsidiaries was or is to be a party, in which Mr. Yu had, or
will have, a direct or indirect material interest.
On April 19, 2020, the Board of
Directors of the Company (the "Board") appointed Mr. Yan Xiong as an independent director, effective
immediately.
From September 1983 to
July 1987, Mr. Yan Xiong studied and graduated from Hunan
University Business School with a bachelor's degree in Industrial
Accounting. From August 1987 to
December 1996, Mr. Xiong worked at
Import and Outport Company of Hunan
Province. From 1997 to December
2000, Mr. Xiong worked as the General Manager at Zhuhai
Dajiaweikang Wujin Mineral Import and Outport Company. From 2001 to
October 2013, Mr. Xiong worked as
chairman of the board of directors at Guangzhou Kangsheng Bio-tech
Limited. From 2014 to present, Mr. Xiong works as chairman of the
board of directors at Guangzhou Kangsheng Pharmaceutical Technology
Limited
The Company and Mr. Yan Xiong
entered into an director agreement (the " Xiong Independent
Director Agreement" on April 20,
2020, pursuant to which the Company agreed to pay Mr. Xiong
one thousand dollars (US$ 1000) per quarter for serving on the Board
for a one-year term , subject to a one-year renewal, starting from
the effective date of the Xiong Independent Director Agreement. The
Company shall also reimburse Mr. Xiong for reasonable and approved
expenses incurred by him in connection with the performance of his
duties under the Xiong Independent Director Agreement.
Nasdaq Tolling of Bid Price Compliance Period
The Company has been notified by Nasdaq that Nasdaq has extended
until December 7, 2020 the second
grace period for the Company to regain compliance with the minimum
$1.00 per share bid price. As
previously announced by the Company, it can regain compliance by
effecting a reverse stock split , if necessary, to evidence
compliance for a minimum of 10 consecutive trading days.
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SOURCE Golden Bull Limited