Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Increase of Board Size, Appointment of Directors; Appointment of Chair
On August 15, 2022, the board of directors (the "Board") of Shengda Network
Technology, Inc. (the "Company") was increased to five members. Mr. Yizhong
Chen, Mr. Hanguo Li, Mr. Manu Ohri and Mr. Yanfeng Wang were appointed as
independent directors of the Board, effective the same date. In addition, the
existing director of the Board, Mr. HangJin Chen, was appointed Chair of the
Board, effective the same date.
The biographies of the newly appointed directors are set forth below:
Yizhong Chen (59) currently serves as chief accountant, chairman and general
manager of Zhejiang Pan'an Ankang Native Products Co., Ltd., in which he
previously has served in various roles since October 1996. Earlier, Mr. Chen
worked for Pan'an County Deputy Food Company, Pan'an County Supply and Marketing
Co., Ltd. and Dongyang Jianshan Supply and Marketing Co., Ltd. Currently a
farmer and president of the Federation of Cooperatives in Pan'an County, the
People's Republic of China (the "PRC"), and previously director and officer of
various food, edible fungus and fruit civic associations in the PRC. Mr. Chen
received an undergraduate degree in commercial enterprise management from
Zhejiang University of Economics and Business (formerly Zhejiang Supply and
Marketing Staff College) in July 1988 and subsequently studied at Zhejiang
University City College of Business Administration EMBA. In 2014, he obtained a
diploma in traditional Chinese medicine from Zhejiang Pharmaceutical College.
Hanguo Li (66) has served as Professor of Finance and Director of Securities and
Futures Research at the Center of Jiangxi University of Finance and Economics
since December 2007. Mr. Li has been engaged as a counselor to Nanchang
Municipal People's Government since December 2009; external supervisor of
Nanchang Bank since April 2015; consultant of the Nanchang Cultural Property
Rights Trading Center since May 2015; consultant of the Jiangxi Provincial
Development and Reform Association since June 2018; and doctoral supervisor of
Sirawa University, Thailand since August 2019. Mr. Li has also served as an
independent director of each of Huazhang Chinese Media Co and Jiangxi Sanchuan
Wisdom Co., Ltd. since April 2019. He previously served as an independent
director of Jiangxi Guotai Group Co., Ltd. and Jiangxi Zhengbang Technology Co.,
Ltd. The author of books on finance audits and recipient of multiple awards in
the PRC, Mr. Li received a bachelor's degree from at Jiangxi University of
Finance and Economics in July 1982 and a degree in accounting from Xiamen
University in July 1983. He subsequently received a masters of economics from
Zhongnan University of Finance and Economics in June 1996 and a PhD in finance
from American World University in May 2003.
Manu Ohri (67) has provided management consulting and business advisory services
through Anarjay Concepts, Inc. from 2020 through the present. From 2015 to 2019,
Mr. Ohri served as the Chief Financial Officer of ToughBuilt Industries, Inc.
Mr. Ohri joins the Company with more than 25 years of hands-on experience in
financial management and business leadership and working with boards of
directors and financial institutions. Mr. Ohri has assisted several public
companies in the areas of compliance with U.S. and international financial
accounting and reporting standards, investor relations, mergers and
acquisitions, strategic planning, team-building and project management. Mr. Ohri
is a certified public accountant and chartered global management accountant with
over seven years of previous experience with Deloitte, LLP and
PriceWaterhouseCoopers, LLP. Mr. Ohri received a business degree in
communications from the University of Delhi in 1975 and a master's degree in
business administration from the University of Detroit in December 1979.
Mr. Yanfeng Wang (36) has been employed by Zhejiang Jingmai E-commerce Co., LTD.
since 2020. From 2015 to 2016, Mr. Wang was the chief analyst at Engu Capital.
Previously, Mr. Wang served as the chief lecturer and analyst of East China in
JingZhuan Software Development Co., Ltd. from 2012 to 2013. Mr. Wang earned a
degree in logistics management from the East China Institute of Technology in
2012 and received a certificate in fund practice in 2016.
There are no family relationships among any of Mr. Wang, Mr. Chen, Mr. Hu or Mr.
Li or our current officers or director. None of the directors are party to any
arrangement or understanding with any person pursuant to which they were
appointed as directors, nor are they party to any transactions required to be
disclosed under Item 404(a) of Regulation S-K involving the Company.
Audit Committee
On August 15, 2022, the Board established an audit committee (the "Audit
Committee") and adopted the audit committee charter, a copy of which is attached
hereto as Exhibit 3.1 and is incorporated herein by reference. Effective on the
same date, Mr. Ohri, Mr. Chen and Mr. Li were appointed to the Audit Committee,
with Mr. Ohri serving as chair of the Audit Committee.
The Audit Committee is responsible for assisting the Board in its oversight
responsibilities regarding the Company's accounting and financial reporting
processes, the audits of the Company's financial statements and the independent
auditors' qualifications and independence.
The Board has determined that all of the members of the Audit Committee are
"independent," as defined under the rules of the Nasdaq Capital Market. In
addition, all members of the Audit Committee meet the independence requirements
contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Further, all members of the Audit Committee meet the
requirements for financial literacy under the applicable rules and regulations
of the Securities and Exchange Commission ("SEC") and the Nasdaq Capital Market.
The Board has determined that Mr. Li is an "audit committee financial expert" as
defined by applicable SEC rules and has the requisite financial sophistication
as defined under the applicable Nasdaq rules and regulations.
Nominating Committee
In addition, on the same date, the Board established a nominating committee (the
"Nominating Committee") and adopted the nominating committee charter, a copy of
which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Effective August 15, 2022, Mr. Chen, Mr. Ohri and Mr. Li were appointed to the
Nominating Committee, with Mr. Chen serving as chair of the Nominating
Committee.
The Nominating Committee is responsible for, among other things, identifying
qualified board candidates and nominees, and corporate officers of the Company
and other matters with respect to governance of the Company.
Compensation Committee
In addition, on the same date, the Board established a compensation committee
(the "Compensation Committee") and adopted the compensation committee charter, a
copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 15, 2022, the Company adopted amended and restated bylaws (the
"Bylaws"), which became effective on the same date.
This summary description of the material terms of the Bylaws does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Bylaws, a copy of which is attached hereto as Exhibit 3.4 and is
incorporated herein by reference.
Item 8.01 Other Events.
Code of Ethics
On August 15, 2022, the Company adopted a Code of Business Conduct and Ethics
("Code of Ethics") for its directors, executive officers and employees that
complies with the regulations of the SEC. The Code of Ethics is attached as
Exhibit 14.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Audit Committee Charter
3.2 Nominating Committee Charter
3.3 Compensation Committee Charter
3.4 Amended and Restated Bylaws of Shengda Network Technology, Inc.
14.1 Code of Ethics
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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SHENGDA NETWORK TECHNOLOGY, INC. 
