Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On October 19, 2020, Mr. Junfeng Xu resigned from his position as a member of
the Board of Directors (the "Board") of Sino-Global Shipping America, Ltd. (the
"Company") and consequently from his position as a member of the Audit
Committee, Compensation Committee and the Nominating/Corporate Governance
Committee (Chair). Mr. Junfeng Xu's resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
(d)
On October 22, 2020, the Nominating/Corporate Governance Committee of the Board
nominated and the Board appointed, Xiaohuan Huang as a Class I director,
Chairperson of the Nominating/Corporate Governance Committee, a member of the
Audit Committee and a member of the Compensation Committee, to hold office,
effective October 23, 2020 until the Company's annual meeting of the
shareholders in 2021, and a successor has been duly elected and qualified or
until her earlier resignation, removal from office, death or incapacity.
Ms. Xiaohuan Huang, 37 years old, is presently Vice President of SOS Information
Technology New York, Inc. Prior to that, Ms. Huang had been Vice President for
China Commercial Credit, Inc. from November 2016 to July 2020, President of
Shenzhen Yi Le Gou Mobile Internet Co., Ltd since February 2014 and a Consultant
till present, Vice President of Shenzhen Hang Lu Technology Co., Ltd from March
2009 to February 2014 and Channel Manager from August 2007 to March 2009. Ms.
Huang holds a Bachelor's degree in Business Management from Hunan Normal
University.
The Board has determined Ms. Xiaohuan Huang is deemed to be independent under
the definition of independence provided by NASDAQ Listing Rule 5605(a)(2).
Ms. Huang has (i) no arrangements or understandings with any other person
pursuant to which she was appointed as a director, and (ii) no family
relationship with any director or executive officer of the Company or any person
nominated or chosen by the Company to become a director or executive officer.
Ms. Huang has had (i) no direct or indirect material interest in any transaction
or series of similar transactions contemplated by Item 404(a) of Regulation S-K
and, (ii) as of the date of this Current Report on Form 8-K (this "Report"), Ms.
Huang holds no direct or indirect beneficial ownership in the Company's stock or
rights to acquire the Company's stock.
Ms. Huang is to receive an annual compensation of $20,000 from the Company, will
be eligible to participate in the Company's stock incentive plans, as adopted
from time to time, and to be compensated at the same level of other independent
directors' of the Company. A copy of the offer letter by and between the Company
and Ms. Huang is filed as Exhibit 10.1 to this Report and is incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Offer Letter between Sino-Global Shipping America, Ltd. and
Xiaohuan Huang
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