Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations of Hongxiang Yu and Yilei Shao
On April 5, 2019, Mr.
Hongxiang Yu and Ms. Yilei Shao resigned from their positions as directors of TMSR Holding Company Limited (the “Company”),
effective immediately. Their resignations are not a result of any disagreement with the Company relating to its operations, policies
or practices.
Appointment of Xueyuan Han
Effective April 5,
2019, the Company’s board of directors (the “Board”) appointed Mr. Xueyuan Han as a director of the Board and
chairman of the Audit Committee to fill the vacancy created by the resignation of Mr. Hongxiang Yu. The Company deems Mr. Han as
a financial expert as such term is defined by the applicable SEC rules.
The biographical information
of Mr. Xueyuan Han is set forth below.
Mr. Xueyuan Han is
currently the CEO of Hanfor (Beijing) Capital Management Co., Ltd., an asset management firm he founded in 2006. From June 1999
to May 2004, he worked for CFC Capital Ltd., a boutique investment-banking firm that provides financial advisory and consulting
services to middle-market companies, as a financial advisor. Mr. Xueyuan Han graduated from North China University of Technology
in June 1996 with a bachelor degree in Mechatronics. Mr. Han also obtained a Master of Business Administration from Peking University,
Guanghua School of Management.
Mr. Han 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. Han 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 Manli Long
Effective April 5,
2019, the Company’s Board appointed Ms. Manli Long as a director of the Board to fill the vacancy created by the resignation
of Ms. Yilei Shao.
The biographical information
of Ms. Manli Long is set forth below.
Ms. Manli Long is currently
an associate professor at the Department of Foreign Language: Hubei University of Technology, a position she has held since July
2014. Ms. Manli Long has been engaged in English teaching and research for many years. During the course of her career, she won
many school awards recognizing her outstanding teach ability. Ms. Manli Long received her bachelor degree in English from Hubei
University of Technology in 2002 and obtained her master degree in Foreign Linguistics and Applied Linguistics from Hubei University
of Technology in 2007.
Ms. Manli Long 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.
Ms. Manli Long also
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.