UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2023, Ms. Junhe Hong tendered her resignation as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 17, 2023. The resignation of Ms. Junhe Hong was not a result of any disagreement with the Company’s operations, policies or procedures.
On February 17, 2023, approved by the Board of Directors, the Nominating and Corporate Governance Committee and the Compensation Committee, Mr. Yi Zhong was appointed as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective February 17, 2023.
The Board has determined that Mr. Yi Zhong is independent within the meaning of Nasdaq Listing Rule 5605(a)(2).
The biographical information of Mr. Yi Zhong is set forth below:
Mr. Yi Zhong, age 31, is experienced in fund in management. Since 2014, Mr. Yi Zhong has been a fund manager at Huajian Securities in Shenzhen China, where he managed long-short equity portfolio, analyzed market trends, economic data and company financials to make investment decisions. From 2013 to 2017, Mr. Yi Zhong was a fund manager assistant at Hongouruibo Investment Fund in Shenzhen China, where Mr. Yi Zhong participated in the management of a global equity portfolio, developed and implemented investment strategies that effectively balance risk and reward. Mr. Yi Zhong received his bachelor’s degree in business administration from University of Toronto.
Mr. Yi Zhong does not have a family relationship with any director or executive officer of the Company. Mr. Yi Zhong 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. Yi Zhong accepted an offer letter from the Company and agreed to receive an annual compensation of $10,000, effective February 17, 2023. 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.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Description of Exhibit | |
| 10.1 | Director Offer Letter to Yi Zhong, dated February 17, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GD CULTURE GROUP LIMITED | ||
| Date: February 17, 2023 | By: | /s/ Hongxiang Yu |
| Name: | Hongxiang Yu | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
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