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)

December 7, 2018 (December 3, 2018)

 

 

 

ORANCO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   000-28181   87-0574491

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

One Liberty Plaza, Suite 2310 PMB# 21, New York, NY 10006

(Address of principal executive offices, including zip code)

 

(646) 7593614

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 December 3, 2018, Ronald Zhang notified Oranco, Inc. (the “Company” or “ORNC”) of his resignation from the Company as the Chief Financial Officer (“CFO”), effective immediately. The Board of Director of the Company (the “Board”) has accepted Mr. Zhang’s resignation on December 3, 2018. Mr. Zhang’s resignation as CFO is due to personal reason, and not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

 

Following Mr. Zhang’s departure as CFO, the Board appointed Mr. Patrick Wang as CFO effective as of December 3, 2018. Mr. Wang has over 12 years of financial and leadership experience at the managerial level.

 

Mr. Wang has served as the CFO of Amax International Holdings Limited from October 2012 to present. From January 2007 to July 2012, Mr. Wang served as the Senior Manager of Crowe CPA Group. From January 2006 to December 2006, Mr. Wang served as the Head of Internal Audit Department of Intac International Company. Mr. Wang is a fellow of Institute of Chartered Accountants in England & Wales and is a Certified Information Systems Auditor of Information Systems Audit and Control Association. He received his Bachelor of Accountancy with honors from Hong Kong Polytechnic University. He received his Master of Management from Macquarie Graduate School of Management.

 

The Company and Mr. Wang entered into an employment agreement on December 3, 2018 (the “Wang Employment Agreement“) in connection with his appointment as CFO. Pursuant to the Wang Employment Agreement, Mr. Wang will receive a monthly base salary of HKD 60,000.

 

Mr. Wang does not have any family relationship with any other director or executive officer of the Company. There have been no related party transactions between the Company and Mr. Wang reportable under Item 404(a) of Regulation S-K.

 

The foregoing description of Mr. Wang’s compensation and the terms and conditions of his employment is qualified in their entirety by the complete text of the Wang Employment Agreement, which is filed as hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits .

 

Exhibit
Number

  Description
     
10.1   Employment Agreement between the Company and Patrick Wang, dated December 3, 2018

 

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SIGNATURE

 

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.

 

  ORANCO, INC.
   
Date: December 7, 2018 /s/ Peng Yang
 

Peng Yang

President, Secretary and Director

 

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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement ("Agreement") is entered into by and between Oranco, Inc., a company incorporated in Nevada ("Employer"), and Patrick Wang ("Employee"), to be effective on this 3rd day of December, 2018 (the "Effective Date").

 

WHEREAS , Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration.

 

NOW, THEREFORE , for and in consideration of the mutual promises, covenants, and obligations contained herein, Employer and Employee agree as follows:

 

ARTICLE 1: EMPLOYMENT AND DUTIES:

 

1.1.      Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until 2nd December, 2019 (the “Term”) absent termination as provided herein and subject to the other terms and conditions of this Agreement.

 

1.2.      Beginning 3rd December, 2018, Employee shall be employed as Chief Financial Officer of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time.

 

1.3.      Employee shall, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities, which do not conflict with the business and affairs of the Employer or interfere with Employee’s performance of his duties hereunder.

 

1.4.      Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and to do no act which would intentionally injure Employer’s business, its interests, or its reputation. Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue, except as approved by a majority of independent members of Employer’s Board of Directors.

 

ARTICLE 2: COMPENSATION AND BENEFITS:

 

2.1.      Employee’s initial base salary (the “Salary”) shall be HKD 60,000 per month which shall be paid in accordance with Employer’s standard payroll practice. Employee receives thirteen month salary per annual. The thirteenth month salary shall be paid in December. Employee receives annual bonus at the discretion of Employer.

  

2.2.       From and after the Effective Date, Employer shall pay, or reimburse Employee, for all ordinary, reasonable and necessary expenses which Employee incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, education, professional dues and subscriptions, and all dues, fees and expenses associated with membership in various professional, business and civic associations and societies of which Employee’s participation is in the best interest of Employer.

    

 

 

 

ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION:

 

3.1.      The Employer may terminate the Employee’s employment with Employer without cause, prior to the end of the Term, with thirty-days advance written notice.

 

3.2.     If Employee’s employment is terminated by the Employer for “Cause” (as hereinafter defined), the Employer may terminate the Employee effective immediately. For purposes of this Section 3.2, the term “Cause” shall mean any of (i) Employee’s gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement; (ii) Employee’s final conviction of a felony; or (iii) Employee’s material breach of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice to Employee by Employer of such breach.

 

ARTICLE 4: MISCELLANEOUS:

 

4.1.      For purposes of this Agreement, (i) the terms “affiliates” or “affiliated” means an entity who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Employer or in which Employer has a 50% or more equity interest, and (ii) any action or omission permitted to be taken or omitted by Employer hereunder shall only be taken or omitted by Employer upon the express authority of the Board of Directors of Employer or of any Committee of the Board to which authority over such matters may have been delegated.

   

4.2.       For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when received by or tendered to Employee or Employer, as applicable, by pre-paid courier or by Hong Kong registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (i) If to Employer, to current corporate headquarters to the attention of the General Counsel of Company. (ii) If to Employee, to his last known personal residence.

 

4.3.      This Agreement shall be governed in all respects by the laws of Hong Kong.

 

4.4.      No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

4.5.      It is a desire and intent of the parties that the terms, provisions, covenants, and remedies contained in this Agreement shall be enforceable to the fullest extent permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the application thereof to any person, association, or entity or circumstances shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant, or remedy shall be construed in a manner so as to permit its enforceability under the applicable law to the fullest extent permitted by law. In any case, the remaining provisions of this Agreement or the application thereof to any person, association, or entity or circumstances other than those to which they have been held invalid or unenforceable, shall remain in full force and effect.

 

4.6.      This Agreement shall be binding upon and inure to the benefit of Employer and any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of Employer by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, without the prior written consent of Employer, other than in the case of death or incompetence of Employee.

 

4.7.     This Agreement replaces and merges any previous agreements and discussions pertaining to the subject matter covered herein. This Agreement constitutes the entire agreement of the parties with regard to such subject matter, and contains all of the covenants, promises, representations, warranties, and agreements between the parties with respect such subject matter. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party with respect to such subject matter, which is not embodied herein, and that no agreement, statement, or promise relating to the employment of Employee by Employer that is not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by each party whose rights hereunder are affected thereby, provided that any such modification must be authorized or approved by the Board of Directors of Employer.

 

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IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the Effective Date.

 

  Oranco, Inc.
   
  /s/ Yang Peng
  Yang Peng, President
   
  EMPLOYEE
   
  /s/ Patrick Wang

 

 

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