UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number: 001-41660
YanGuFang International Group Co., Ltd.
3/F, Building 3
33 Suhong Road, Minhang District
Shanghai, China, 201100
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On January 10, 2024, YanGuFang
International Group Co., Ltd. (the “Company”) announced that the Company has been informed by the family members of Mr. Junguo
He, the Chief Executive Officer (the “CEO”) and Chairman of the Board of Directors (the “Board”) of the Company,
and Mr. Kui Shi, the Chief Financial Officer (the “CFO”) of the Company that the CEO and the CFO have been detained by certain
Public Safety Bureau of Shanghai, China (“Shanghai Police”), and are currently under investigation by said Shanghai Police. As of the date of this announcement, the Company has not received any official notice of the investigation against Mr. He
or Mr. Shi or the respective reasons for their detainment.
As Mr. He and Mr. Shi are
presently unable to fulfill their respective roles as CEO and CFO of the Company, the Board appointed Mr. Ya Zhang, currently the Chief
Operating Officer of the Company, as Interim CEO of the Company, and Ms. Yang Sui, the Financial Director of Inner Mongolia YanGuFang
Whole Grain Industry Development Co., Ltd. Hangzhou Branch (“YanGuFang Whole Grain Hangzhou Branch”), a branch company of
one of the Company’s variable interest entities (the “VIEs”), as Interim CFO of the Company, effective as of January
9, 2024.
Mr. Zhang, aged 40, has served
as Chief Operating Officer of the Company since December 2021, and vice president of Shanghai YanGuFang E-Commerce Co., Ltd. one of the
Company’s VIEs, since July 2017. He also co-founded Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd.,
the sole shareholder of the VIEs, in August 2012 and has since been its vice president, primarily in charge of market development
and business growth teams. From September 2003 to June 2008, Mr. Zhang served as the manager at the Zhejiang Province branch
of Shanghai Green Valley Group, a pharmaceutical company that pioneers carbohydrate drugs development and manufacturing. Mr. Zhang has
over 10 years of experience in business management. Mr. Zhang received an associate’s degree from Beijing University of Technology
in July 2008 and a bachelor’s degree in Business Management at the School of Business Administration of Changchun University in
July 2022.
Ms. Yang Sui, aged 40, has served
as Financial Director of YanGuFang Whole Grain Hangzhou Branch since October 2022, where she is responsible for investment and financing
activities as well as implementation of financial management procedures. Prior to this role, Ms. Sui served as the Group Financial Director
at Suzhou Oriental Clotto Optoelectronics Technology Co., Ltd., a company focusing on the research, development, sales and technology
supports of Optoelectronic products, from October 2021 to September 2022, where she managed financial operations for seven affiliated
companies and played a pivotal role in pre-listing financial standardization and the company’s financing activities. From May 2010
to September 2021, Ms. Sui served as the Financial Director at Jilin Yatai (Group) Co., Ltd. (SSE:600881), a listed company in China with
core business in building materials, real estate, pharmaceuticals and finance, overseeing its financial activities in real estate and
energy sectors. From March 2006 to May 2010, Ms. Sui served first as accounting staff, and then as Financial Manager, at Jilin Xinhua
Energy Group Co., Ltd., a company with core business in steel, iron ore, coke and other bulk steek trading, where she was responsible
for the financing and fund management activities of the company. Ms. Sui has over 18 years of experience in finance, particularly in
listed companies in China. Ms. Sui received a bachelor’s degree in Accounting and a master’s degree in Business Administration
from Jilin University of Finance and Economics in June 2006 and June 2018, respectively.
Neither Mr. Zhang nor Ms. Sui
will receive compensation for serving as interim officers in addition to compensation they are entitled to in their current roles.
There are no arrangements or understandings
between Mr. Zhang or Ms. Sui and any other persons, pursuant to which they were appointed as Interim CEO and CFO of the Company, respectively.
There are also no family relationships between Mr. Zhang or Ms. Sui and any director or executive officer of the Company, nor does Mr.
Zhang or Ms. Sui have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
The interim management team
will manage the Company’s operations under the Board’s direction. As of the date of this announcement, the business and the
daily operations of the Company are being conducted in ordinary course and in an orderly manner.
On January 10, 2024,
the Company issued a press release announcing the foregoing updates. A copy of the press release is filed as Exhibit 99.1 to this Report
on Form 6-K.
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, thereunto
duly authorized.
| |
YanGuFang International Group Co., Ltd. |
| |
|
|
| Date: January 10, 2024 |
By: |
/s/ Ya Zhang |
| |
Name: |
Ya Zhang |
| |
Title: |
Interim Chief Executive Officer |
EXHIBIT INDEX
3
Exhibit 99.1
YanGuFang Provides
Update on Its CEO and CFO and Operations
SHANGHAI, China, January 10,
2024 (GLOBE NEWSWIRE) -- YanGuFang International Group Co., Ltd. (the “Company” or “YanGuFang”) (Nasdaq:
YGF), a health food company primarily engaged in the production, sourcing, research and development, and sales and distribution of oat
and grain products across China and internationally, today announced that the Company has been informed by the family members of Mr. Junguo
He, the Chief Executive Officer (the “CEO”) and Chairman of the Board of Directors (the “Board”) of the Company,
and Mr. Kui Shi, the Chief Financial Officer (the “CFO”) of the Company that the CEO and the CFO have been detained by certain
Public Safety Bureau of Shanghai, China (“Shanghai Police”), and are currently under investigation by said Shanghai Police. As of the date of this announcement, the Company has not received any official notice of the investigation against Mr. He
or Mr. Shi or the respective reasons for their detainment.
As Mr. He and Mr. Shi are
presently unable to fulfill their respective roles as CEO and CFO of the Company, the Board appointed Mr. Ya Zhang, currently the Chief
Operating Officer of the Company, as Interim CEO of the Company, and Ms. Yang Sui, the Financial Director of Inner Mongolia YanGuFang
Whole Grain Industry Development Co., Ltd. Hangzhou Branch (“YanGuFang Whole Grain Hangzhou Branch”), a branch company of
one of the Company’s variable interest entities (the “VIEs”), as Interim CFO of the Company, effective as of January
9, 2024.
Mr. Zhang, having served
as the Chief Operating Officer of the Company since December 2021, is familiar with the business operations of the Company and has over
ten years of experience in business management, and Ms. Sui, having served as Financial Director of one of the VIEs’ branch company
since October 2022, is familiar with the financial activities of said branch and has over 18 years in finance, particularly in listed
companies in China.
The interim management team
will manage the Company’s operations under the Board’s direction. As of the date of this announcement, the business and the
daily operations of the Company are being conducted in ordinary course and in an orderly manner.
About YanGuFang International
Group Co., Ltd.
YanGuFang is a health
food company engaged in the production, sourcing, research and development, sales and distribution of natural oat and whole grain products.
The Company is committed to improving human health through its research to explore the nutritional benefits of its products. The Company
has developed over 80 products in its natural oat and whole grain series. For more information, please visit the Company’s website
at http://ir.ygfang.com/.
Forward-Looking Statements
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “plans,” “will,” “would,” “should,” “could,” “may”
or similar expressions. These forward-looking statements are not guarantees of future performance and involve known and unknown risks
and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs, which may cause the actual results to
differ materially from the Company’s expectations discussed in the forward-looking statements. The Company undertakes no obligation
to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors
that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect
its future results in the Company’s filings with the SEC, which are available, free of charge, on the SEC’s website at www.sec.gov.
For investor and media inquiries please contact:
YanGuFang International Group Co., Ltd.
Investor Relations Department
Email: ir@yangufang.com
Christensen Advisory
Jenny Lam
Assistant Vice President
Phone: +852.2232.3928
Email: jenny.lam@christensencomms.com
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