Current Report Filing (8-k)
July 17 2018 - 6:03AM
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): July 16, 2018 (June 25, 2018)
National
Art Exchange, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-199967
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30-0829385
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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200
Vesey Street, 24Fl, Unit 24183
New
York NY 10281
(Address
of Principal Executive Offices)
+646-952-8680
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS
On
June 25, 2018, Ming Yi resigned as a member of the board of directors (the “Board”) of National Art Exchange, Inc.
(the “Company”), effective immediately. Mr. Yi resigned from his position as a member of the Board for his personal
reasons and not as a result of any disputes or disagreements between Mr. Yi and the Company on any matter relating to the Company’s
operations, policies, accounting or practices.
On
July 12, 2018, three members of the Board, Mr. Qingxi Meng, Ms. Xue He and Ms. Angella Lu held a telephonic meeting (the “Meeting”)
to discuss an order of business with respect to Mr. Xingtao Zhou’s non-communication with the Board in the past several
weeks. The participants to the Meeting constituted the quorum of the Board. Such three members, constituting the majority of the
Board present at the Meeting, concluded that Mr. Zhou’s absence without any reason has substantially delayed the operations
and decision making process of the Cormpany. As a result, the Board believes that Mr. Zhou has effectively resigned
from the Board and hereby passed a resolution to approve Mr. Zhou’s removal from the Board. The Board believes that Mr.
Zhou effectively resigned from his position as a member of the Board for his personal reasons and not as a result of any disputes
or disagreements between Mr. Zhou and the Company on any matter relating to the Company’s operations, policies, or practices.
On
July 16, 2018, the Board appointed Mr. Jun Zhang to the Board to fill the vacancy. Mr. Jun Zhang, 56 years old, has worked at
the Company as a senior vice president and chief technology officer since 2018. In 2017, Mr. Zhang was an executive vice president
and chief technology officer of LineMoney Inc., a technology startup. Prior to that, Mr. Zhang served as a vice president of application
architecture at McGraw-Hill Financial from 2011 to 2017. Mr. Zhang spent almost 17 years of his career at various senior positions
at McGraw-Hill Financial and its established subsidiaries, such as Standard and Poor’s. Mr. Jun Zhang obtained a Bachelor
of Science degree in Applied Mathematics from Wu Han University in Wu Han, China in 1983, a Bachelor of Science degree in Computer
Science from Hunter College of City University of New York in 1991 and a Master’s degree in Computer Science from Brooklyn
College of City University of New York in 1994.
There
are no arrangements or understandings between the Company and Mr. Jun Zhang and any other person or persons pursuant to which
Mr. Zhang was appointed as a member of the Board and there is no family relationship between Mr. Zhang and any other director
or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
There
are no transactions between the Company and Mr. Zhang that are reportable pursuant to Item 404(a) of Regulation SK. The Company
did not enter into or materially amend any material plan, contract or arrangement with Mr. Zhang in connection with his appointment
as a member of the Board.
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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National
Art Exchange, Inc.
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Date:
July 16, 2018
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By:
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/s/
Qingxi
Meng
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Name:
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Qingxi
Meng
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Title:
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Chief
Executive Officer
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