Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On February 9, 2023, approved
by the Board of Directors of GD Culture Group Limited (the “Company”), Ms. Lu Cai was appointed as the Chief Operating
Officer of the Company, effective February 9, 2023.
The biographical information
of Ms. Lu Cai is set forth below:
Ms. Lu Cai, age 33, has over
10 years of extensive experience in financial management and consulting. Since July 2020, Ms. Lu Cai has been the Chief Executive Officer
of Beijing Boda Shengshi Financial Consulting Co., Ltd, a firm that offers initial public offering and pre-marketing consulting services
in China. From July 2017 to May 2020, Ms. Lu Cai was a Vice President of SINO-TONE Beijing Consulting Co., Ltd, a consulting firm based
in Beijing, China. Ms. Lu Cai graduated from Beijing Foreign Studies University.
Ms. Lu Cai does not have a
family relationship with any director or executive officer of the Company. She was not involved in any transaction with the Company during
the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Lu Cai entered into an
employment agreement with the Company, dated February 9, 2023, and agreed to receive an annual compensation of $30,000. The employment
agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.
Change of Director
On February 9, 2023, Ms. Jing
Zhang 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 9, 2023. The resignation of Ms. Jing Zhang was not a result of any disagreement
with the Company’s operations, policies or procedures.
On February 9, 2023, approved
by the Board of Directors, the Nominating and Corporate Governance Committee and the Compensation Committee, Mr. Shuaiheng Zhang 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 9, 2023.
The Board has determined that
Mr. Shuaiheng Zhang is independent within the meaning of Nasdaq Listing Rule 5605(a)(2).
The biographical information
of Mr. Shuaiheng Zhang is set forth below:
Mr. Shuaiheng Zhang, age 59,
has more than 40 years of working experience in management. Since September 2019, Mr. Shuaiheng Zhang has been the general manager at
Sunwoda Huizhou New Energy Co., Ltd., a high-tech enterprise with research and development, design, production and sale of lithium-ion
battery cell and module and a wholly owned subsidiary of Sunwoda Electronic Co., Ltd., a company listed on the Growth Enterprise Market
of Shenzhen Stock Exchange since 2011. From October 1994 to July 2013, Mr. Shuaiheng Zhang was the general manager and vice chairman of
the board at Shenzhen SEG Co., Ltd., a company listed on the main board of Shenzhen Stock Exchange that are engaged in development of
electronic information industry and electronic product trading market. From July 2013 to December 2015, Mr. Shuaiheng Zhang was the vice
general manager at Shenzhen SI Semiconductors Co., Ltd., a power semiconductor device manufacturer. From December 2015 to September 2019,
Mr. Shuaiheng Zhang was the general manager and chairman of the board of Shenzhen SEG Longyan Energy Technology CO., Ltd., a subsidiary
of Shenzhen SEG Co., Ltd. Mr. Shuaiheng Zhang received his bachelor degree In mechanical engineering from Xidian University and his master degree in computer science
from Tsinghua University.
Mr. Shuaiheng Zhang does not
have a family relationship with any director or executive officer of the Company. Mr. Shuaiheng Zhang 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.
Ms. Shuaiheng Zhang accepted
an offer letter from the Company and agreed to receive an annual compensation of $10,000, effective February 9, 2023. The offer letter
is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.2.