Current Report Filing (8-k)
01 März 2018 - 12:47PM
Edgar (US Regulatory)
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): February 15, 2018
YOSEN
GROUP, INC.
(Exact
name of registrant as specified in Charter)
Nevada
|
000-28767
|
88-0403070
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
368
HuShu Nan Road
HangZhou
City, Zhejiang Province, China 310014
(Address
of Principal Executive Offices)
+086-0571-8838
1700
(Registrant’s
Telephone number)
Copies
to:
Asher
S. Levitsky PC
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas; Suite 1100
New
York, New York 10105-0302
Phone:
(212) 370-1300
Fax:
(212) 370-7889
E-mail:
alevitsky@egsllp.com
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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐
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))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
February 15, 2018:
|
i.
|
Hong
Yang, Zinan Zhou and Shu Yu Poon were appointed as directors by the existing board.
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ii.
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Upon
the election of Ms. Yang, Ms. Zhou and Mr. Poon, the five directors then in office, Zhenggang
Wang, Chenghua Zhu, Mingjun Zhu, Rongjin Weng, Wei Kang Gu, resigned as directors.
|
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iii.
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Zhanggang
Wang, who was chief executive officer and chairman of the board, resigned as an officer.
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iv.
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Weiping
Wang, who was chief financial officer, resigned as an officer.
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v.
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Hong
Yang was appointed as president.
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vi.
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Zinan
Zhou was appointed as chief executive officer and treasurer.
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vii.
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Shu
Yu Poon was appointed as chief operating officer and secretary.
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viii.
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Dongming
Xing was appointed as chief financial officer.
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Ms.
Yang, age 55, has been executive director and general manager of Tianxinyang Industry LLC, a conglomerate enterprise engaged in
gold jewelry sales, investment, wealth management and precious metal processing since December 2013 and vice chairman of Chengdu
Tianxingyang Gold Industry LLC, since February 2000. Ms. Yang received her Ethical Management EMBA from Peking University and
her MBA from Capital University of Economics and Business. She is currently pursuing her EMBA at National University in Singapore.
Ms. Yang holds the NGTC Diamond Grading Certificate from the National Jewelry Jade Quality Supervision and Inspection Center,
the Shanghai Gold Exchange Traders Certificate from the Shanghai Gold Exchange and, in August 2011, she received the National
Gold Industry science and Technology Management Advanced Workers Honorary Certificate from the China Gold Association.
Ms.
Zhou, age 47, has been chairman of Asia Capital Wealth Management (China) Co., Ltd., a wealth management company since 2012. Ms.
Zhou is currently pursuing her EMBA degree at National University in Singapore.
Mr.
Xing, age 46, was chief financial officer of Asia Capital Wealth Management (China) Co., Ltd. from 2013 to January 2018. He was
chief financial officer of Zhuhai Modern Classic Photography Design Ltd from 2009 to 2013. Mr. Xing received his degree in accounting
from University of Science and Technology in Beijing.
Mr.
Poon, age 41, has been a partner and general manager of two restaurants in Shanghai, Bo Shanghai, a Michelin rated restaurant,
and Daimon since 2015. He was a partner and managing director of Hot Plate restaurant since 2012. He was marketing manager from
September 2013 until July 2014 and operations manager from July 2014 to January 2015 of Eu Yan Sang International Ltd., a health
and wellness company that focuses on traditional Chinese medicine and wellness products. Mr. Poon received his B.A. in philosophy
with a minor in advertising from Fu Jen Catholic University.
The
Company does not presently have any compensation agreements or understandings with any of its officers and directors.
A
company of which Ms. Zhou is a major stockholder made loans of RMB4,500,000 (approximately $660,000) to two of the Company’s
subsidiaries.
None
of the former officers or directors resigned because of a disagreement on any matter relating to the Company’s operations,
policies or practices.
Item
8.01 Other Events
.
The
Company’s existing business is the distribution of a range of imported products, including digital products, baby products,
health nutrition and frozen food through its online store, applications on mobile devices and also in physical stores. The Company
has sustained continuing losses in this business and does not believe that it will be able to operate that business profitably.
As a result, the Company intends to engage in the franchising or operations of upscale restaurants in China, and it is negotiating
with the operator of a well-known Hong Kong restaurant with respect to a joint venture that will license or operate such restaurants.
The Company believes that its new management has experience in the operation and management of restaurants; however, the Company
does not operate or license any restaurants and cannot give any assurance that it will be successful in this business. The Company’s
existing business will be treated as a discontinued operation in its financial statements for the year ended December 31, 2017.
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.
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Yosen Group, Inc.
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Date: February 28, 2018
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By:
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/s/
Zinan Zhou
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Zinan Zhou
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Chief Executive Officer
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