Item
5.02 Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers, Compensatory Arrangements of Certain
Officers.
ChinaNet
Online Holdings, Inc. (f/k/a Emazing Interactive, Inc.) (the “Registrant”)
previously filed with the Securities and Exchange Commission on July 2, 2009, a
Current Report on Form 8-K (the “Share Exchange 8-K”), in which the Registrant
disclosed that it entered into and consummated a share exchange transaction on
June 26, 2009, with China Net Online Media Group Limited, a company organized
under the laws of the British Virgin Islands (“China Net”), the shareholders of
China Net and G. Edward Hancock, the then principal stockholder of the
Registrant (the “Share Exchange”).
In
connection with the Share Exchange, there was a change in the majority of the
members of the Board of Directors of the Registrant. Mr. Hancock, who
was the sole member of the Registrant’s Board of Directors prior to the Share
Exchange, tendered his resignation as a member of the Registrant’s Board of
Directors to be effective on the tenth day after mailing of an Information
Statement on Schedule 14f-1 to the Registrant’s stockholders (the “Effective
Date”), and Mr. Zhige Zhang and Mr. Kotoi Horofumi were nominated as directors,
with such nominations to be effective on the Effective Date. The Information
Statement was mailed on July 10, 2009 and the Effective Date was July 20,
2009. As of the Effective Date, Mr. Hancock’s resignation was
effective, and the appointment of Mr. Zhige Zhang and Mr. Kotoi Horofumi to the
Board of Directors was effective.
As
previously disclosed in the Share Exchange 8-K, Mr. Zhang was also appointed as
Chief Financial Officer and Treasurer of the Registrant on June 26,
2009. Mr. Zhang has served as Chief Financial Officer of China Net
since January 2009. Prior to that role, from January 2008 to January
2009, Mr. Zhang served as Executive Director of China Net. From
January 2007 to December 2007, Mr. Zhang was Director and Vice President of Fu
Jian Rong Ji Software Limited. From August 2002 to December 2006, Mr.
Zhang acted as Chief Operating Officer of Beijing HSHZ Information System
Engineering Company. Mr. Zhang holds a degree in industry design from
Guilin University of Electronic Technology. Mr. Zhang has not been involved in
any transaction in which the Registrant was or will be a participant, and in
which Mr. Zhang had or will have a direct or indirect material
interest.
Mr.
Horofumi is the President of SJ Holdings Inc. and has served as President since
July 2009. From June 2001 to July 2009, Mr. Horofumi served as Vice
President of SJ Holdings Inc. Mr. Horofumi holds a Ph.D in
Information Technology from the University of Tokyo. Mr. Horofumi did
not hold any positions with the Registrant prior to July 20,
2009. Mr. Horofumi, is the sole director and sole shareholder of Star
(China) Holdings Limited, which was one of the shareholders of China Net, that
received 1,279,080 shares of the Registrant’s common stock in the Share
Exchange, representing 8.11% of the issued and outstanding shares of the
Registrant’s common stock. As the shareholder of Star (China)
Holdings Limited, he had an indirect material interest in the Share
Exchange.
Neither
Mr. Zhang nor Mr. Horofumi is a party to, nor do they participate in, any
material plan, contract or arrangement in their capacity as members of the
Registrant’s Board of Directors.
Neither Mr. Zhang nor Mr. Horofumi has
any family relationships with any of the executive officers or directors of the
Registrant
.
Item
5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
On July
14, 2009, the Registrant caused to be formed a corporation under the laws of the
State of Nevada called ChinaNet Online Holdings, Inc. ("Merger Sub") and on the
same day, acquired one hundred shares of Merger Sub's common stock for cash. As
such, Merger Sub became a wholly-owned subsidiary of the
Registrant.
Effective as of July 24, 2009, Merger
Sub was merged with and into the Registrant. As a result of the merger, the
corporate name of the Registrant was changed to “ChinaNet Online Holdings,
Inc.”
Prior to the
merger, Merger Sub had no liabilities and nominal assets and, as a result of the
merger, the separate existence of the Merger Sub ceased.
The Registrant was the
surviving corporation in the merger and, except for the name change provided for
in the Agreement and Plan of Merger, there was no change in the directors,
officers, capital structure or business of the Registrant.
The
Registrant, as the parent domestic Nevada corporation, owning at least 90
percent of the outstanding shares of Merger Sub, under Nevada law (NRS Section
92A.180) may merge Merger Sub into itself without stockholder approval and
effectuate a name change without stockholder approval.
A copy of
the Agreement and Plan of Merger and a copy of the Articles of Merger are
incorporated herein by reference and filed as Exhibits 2.1 and 3.1,
respectively, to this Form 8-K.
