8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2018 (December 13, 2018)

Technovative Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-175148	38-3825959
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Unit 701, 7/F, Tower 2, Silvercord,

30 Canton Road, Tsim ShaTsui, KLN, Hong Kong

+852-2162-7529

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2018, the Board of Director of the Company (the “Board”) of Technovative Group, Inc. (the “Company” or “Technovative”) appointed Mr. Xin Zou to serve as a director of the Company, effective immediately. Mr. Zou has extensive experience in the field of enterprise software technology and marketing.

Set forth below is the biographical information about Xin Zou:

Name	Age	Position
Xin Zou	43	Director

Mr. Zou has served as the Chairman of Shenzhen Init Investment Co., Ltd from January 2018 to present, and the Chairman of Shenzhen Cloud Construction Technology Co., Ltd. from 2013 to present. From 1997 to 2011, Mr. Zou served as the Vice-President of Kingdee International Software Group. Mr. Zou holds a bachelor’s degree in Computer Science from the Harbin Institute of Technology in China. He also holds an MBA degree from the Hong Kong Polytechnic University.

The Company and Mr. Zou entered into an Independent Director Agreement on December 13, 2018 (the “Zou Agreement”) in connection with his appointment as an independent director. Pursuant to the Zou Employment Agreement, Mr. Zou will receive a monthly base salary of US$3,000. In addition, Mr. Zou shall be entitled to 360,000 shares of common stock of the Company

Mr. Zou does not have any family relationship with any other director or executive officer of the Company. There have been no related party transactions between the Company and Mr. Zou reportable under Item 404(a) of Regulation S-K.

The foregoing description of Mr. Zou’s compensation and the terms and conditions of his services as a director are qualified in their entirety by the complete text of the Zou Agreement, which is filed as hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Independent Director Agreement between the Company and Xin Zou, dated December 13, 2018
99.1	Press Release

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Technovative Group, Inc.
Dated: December 19, 2018	By:	/s/ Lin Kuan Liang Nicolas
	Name:	Lin Kuan Liang Nicolas
	Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 13 day of December, 2018 (the “Agreement”), between Technovative Group, Inc., a Delaware corporation with an address at Unit 701, 7-F Tower 2, Silvercord 30 Canton Rd, Kowloon, Hong Kong (the “Company”), and Zou Xin, Alex (“Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”); and

WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company’s needs related to its Board,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Service as Director. Director will serve as a director of the Company and perform all duties as a director of the Company, including without limitation (a) attending meetings of the Board, (b) serving on one or more committees of the Board (each a “Committee”) and attending meetings of each Committee of which Director is a member, and (c) using reasonable efforts to promote the business of the Company. The Company currently intends to hold at least one in-person regular meeting of the Board and each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. In fulfilling his responsibilities as a director of the Company, Director agrees that he shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

2. Compensation and Expenses.

(a) Board Compensation. For the services provided to the Company as a director, the Director will be entitled to the compensation a monthly fee of US$3,000 to be paid on a quarterly basis.

(b) Share-Based Compensation. For the services provided to the Company as a director, the Director shall be entitled to 360,000 shares in the Company to be issued to him upon signing of this Agreement.

(c) Expenses. Upon submission of appropriate receipts, invoices or vouchers as may be reasonably required by the Company, the Company will reimburse Director for all reasonable out-of-pocket expenses incurred in connection with the performance of Director’s duties under this Agreement.

(d) Other Benefits. The Board (or its designated Committee) may from time to time authorize additional compensation and benefits for Director, including additional compensation for service as chairman of a Committee and awards under any stock incentive, stock option, stock compensation or long-term incentive plan of the Company, including, without limitation, any other plan that may later be established by the Company.

3. Director and Officer Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

4. Limitation of Liability; Right to Indemnification. Director shall be entitled to limitations of liability and the right to indemnification against expenses and damages in connection with claims against Director relating to his service to the Company to the fullest extent permitted by the Company’s Certificate of Incorporation and Bylaws (as such documents may be amended from time to time), the General Corporation Law of the State of Delaware and other applicable law.

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5. Amendments and Waiver. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both parties. No waiver of any provision of this Agreement on a particular occasion will be deemed or will constitute a waiver of that provision on a subsequent occasion or a waiver of any other provision of this Agreement.

6. Binding Effect. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

7. Severability. The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other provision of this Agreement.

8. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in that state without giving effect to the principles of conflicts of laws.

9. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understanding relating to such subject matter.

10. Miscellaneous. This Agreement may be executed by the Company and Director in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument. Any party may execute this Agreement by facsimile signature and the other party will be entitled to rely on such facsimile signature as evidence that this Agreement has been duly executed by such party. Any party executing this Agreement by facsimile signature will promptly forward to the other party an original signature page by overnight courier. Director acknowledges that this Agreement does not constitute a contract of employment and does not imply that the Company will continue his service as a director for any period of time.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date shown above.

Technovative Group, Inc.
By:
Name:	Lin Kuan Liang Nicolas
Title:	Chief Executive Officer
By:
Name:	Xin Zou

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EX-99.1

Exhibit 99.1

Technovative Group, Inc. Announces the Appointment of an Independent Director

Xin Zou Joins Technovative Group, Inc.’s Board of Directors

Hong Kong, December 19, 2018, Technovative Group, Inc. (“Technovative” or the “Company”) (OTCPK: TEHG), a company engaged in delivering Artificial Intelligence (AI), Blockchain and Distributed Ledger Technology (DLT) Solutions, Cloud Computing and Big Data Analytics to enterprises in the Greater China Region (“GCR”), Southeast Asia Region and beyond, announced today, effective December 13, 2018, Mr. Xin Zou has been appointed as an Independent Director to the Company’s Board of Directors.

Mr. Zou has extensive experience in enterprise software technology and marketing. Currently, Mr. Zou serves as the Chairman of Shenzhen Cloud Construction Technology Co., Ltd., which provides advanced analysis services to many state-owned enterprises and publicly listed companies such as China Mobile and Tencent Limited. Mr. Zou was appointed Chairman of Shenzhen Cloud Construction Technology in 2013.

In addition to his responsibilities with Shenzhen Cloud Construction Technology, Mr. Zou is Chairman of a Shenzhen-based, science and technology startup accelerator for innovative companies which, are located in the Greater Bay area of Hong Kong, Macao, and Guandong Province.

During his career, Mr. Zou, became President of Shenzhen Swire Technology Co., Ltd. Joining the company in 2011, Mr. Zou, lead industry wide efforts to completely transform the real estate software industry in Mainland China.

For almost 15 years, Mr. Zou served as Vice-President of Kingdee International Software Group. Kingdee International Software Group, a Hong Kong Stock Exchange main board listed company, is a leading enterprise management software company in the Asia-Pacific region.

Mr. Zou graduated with a degree in Computer Science from the Harbin Institute of Technology (HIT), which is consistently ranked as one of the top universities in China. He received his MBA from the Hong Kong Polytechnic University in 2005.

Nicolas Lin, CEO of Technovative Group, Inc., stated, “The Company is very pleased Xin Zou has agreed to serve as an Independent Director of Technovative Group. His extensive experience in enterprise software and marketing will help shape the future of the Company as we expand globally and increase the Company’s offerings and services.”

About Technovative Group, Inc.

Technovative Group, Inc. is a technology holding company. The Company, through its subsidiaries and consolidated variable interest entity, is engaged in delivering financial technology, blockchain solutions and big data analytics technologies to financial service institutions (“FSI”) in the GSR. We are currently developing a suite of smart tools which includes SmartBot, Smart Contracts, Data Analytics, Blockchain and a trading platform targeting FSI in GSR.

More information about the Company can be found at www.technovative.co

Forward-Looking Statements

This press release may contain information about Technovative's view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Technovative encourages you to review other factors that may affect its future results in Technovative's registration statement and in its other filings with the Securities and Exchange Commission.

Contacts:

For: Technovative Group, Inc.

Sally Sun

Phone: +852-2162 7529

ir@technovative.co

Investor Relations & Public Relations

Sean Leous

Managing Director, TraDigitalIR

Phone: +1 212 389 9782 x102

sean@tradigitalir.com