Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2020, the board of directors (the "Board") of China VTV Limited
(the "Company) reviewed and accepted Mr. Hongbin Dong's resignation letter as a
member of the Board, effective January 6, 2020. In addition, on January 10,
2020, the Board appointed Mr. Hongbin Dong as the Chairman of the supervisory
board of the Company effective immediately, where Mr. Hongbin Dong oversees the
general operations of the Company and advises on the executive compensation.
On January 10, 2020, the Board elected Ms. Qiongfang Shi as a member of the
Board in connection with the business acquisition agreement (the "Business
Acquisition Agreement") with Butterfly Effect Culture Media (Beijing) Co., Ltd.
("Butterfly Effect") dated December 18, 2019, effective immediately. Ms.
Qiongfang Shi serves as a member of the Board until the next annual shareholder
meeting and until her successor shall be duly elected and qualified or her early
resignation.
Ms. Qiongfang Shi, 39 years old, has been a member of the board of directors of
Butterfly Effect since July 2015. Previously Ms. Shi served as the Vice
President of Jiubang Digital Technology (Guangzhou) Co., Ltd. from November 2010
to June 2015. In addition, Ms. Shi has had various roles in the areas of Chinese
literature, sales and marketing and project management. Ms. Qiongfang Shi
received an associate's degree in international accounting from Guangdong
Industry Technical College in 2000, an associate's degree in property management
from Guangzhou Caimao Guanli Ganbu College in 2004, and has been pursuing an MBA
at Communication University of China since September 2019.
There are no arrangements or understandings between the Company and Ms.
Qiongfang Shi and any other person or persons pursuant to which Ms. Qiongfang
Shi was appointed as a member of the Board and there is no family relationship
between Ms. Qiongfang Shi and any other director or executive officer of the
Company or any person nominated or chosen by the Company to become a director.
There are no transactions between the Company and Ms. Qiongfang Shi that are
reportable pursuant to Item 404(a) of Regulation SK, except the acquisition
transaction as set forth in the Business Acquisition Agreement with Butterfly
Effect, which was disclosed in a current report on Form 8-K on December 23,
2019. Ms. Qiongfang Shi is a board member of Butterfly Effect and owns
approximately 35% of Butterfly Effect's equity interest. Subject to the terms
and conditions of the Business Acquisition Agreement, the Company agreed to
issue 8,404,800 shares of common stock of the Company at the stipulated price of
$4.00 per share and pay RMB 100,857,000 (equivalent to approximately
$14,630,000) to Ms. Qiongfang Shi upon and after the closing of the transactions
as set forth therein. In accordance with the Business Acquisition Agreement, the
Company agreed to issue a total of 24,000,000 shares at the stipulated price of
$4.00 per share and an aggregate of RMB 288,000,000 (equivalent to approximately
$41,777,000), pro rata to each of the ten shareholders of Butterfly Effect, upon
and after the closing of the transactions as set forth therein.
The Company did not enter into or materially amend any material plan, contract
or arrangement with Ms. Qiongfang Shi in connection with her appointment as a
member of the Board.
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