Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chenchen Zhang and Wenting Zou
On March 22, 2019,
Mr. Chenchen Zhang and Wenting Zou directors of TMSR Holding Company Limited (the “
Company
”), notified the Company
that they would resign from the Company’s Board of Directors (“
Board
”) effective immediately. Their resignations
are due to personal reason and not a result of any disagreement with the Company relating to its operations, policies or practices.
Appointment of Min Zhu
Effective March 22,
2018, the Company’s Board appointed Mr. Min Zhu as a director of the Board and the Chairman of its Corporate Governance and
Nominating Committee to fill the vacancy created by the resignation of Mr. Chenchen Zhang.
The biographical information
of Mr. Zhu is set forth below.
Mr. Zhu has been the
General Manager of Tianjin Longying Pictures co. LTD since October 2016. From September 2008 to September 2016, he served as a
District Manager of Maersk Logistics Investment LTD. From October 2004 to September 2008, he served as a Shipping Manager of Shanghai
Leya International Freight Agency Co. LTD. During the term of office mentioned above, Mr. Zhu received his Bachelor degree in System
Engineering in 2002 from Shanghai Institute of Technology.
Mr. Zhu does not have
a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the
Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Zhu accepted an
offer letter from the Company and agreed to receive an annual compensation at $10,000. The offer letter is qualified in its entirety
by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.
Appointment of Mingze Yin
Effective March 22,
2018, the Board appointed Mr. Mingze Yu as a director of the Board to fill the vacancy created by the resignation of Ms. Wenting
Zou.
The biographical information
of Mr. Yu is set forth below.
Mingze Yin has been the Risk Control Manager
of Shanghai Guangdian Asset Management co. LTD. since November 2018. From November 2017 to October 2018, he served as the General
Manager of Comprehensive Financial Services Department of the Investment Banking Division at Lianchu Securities LTD. From November
2016 to October 2017, he served as a Senior Manager of the Investment Banking Headquarter of Zhongshan Securities LTD. From July
2013 to October 2016, he served as a Senior Auditor of the BDO China SHU LUN PAN Certified Public Accountants LLP. From July 2011
to June 2013, he served as an Auditor of Zhongxi Certified Public Accountants LLP. During the term of office mentioned above, Mr.
Yin received his Bachelor degree in Management in 2011 from Huaihai Institute of Technology.
Mr. Yin does not have
a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the
Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Yin accepted an
offer letter from the Company and agreed to receive an annual compensation at $10,000. The offer letter is qualified in its entirety
by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.2.