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, 2019

 

Commission File Number: 001-38146

 

AGM GROUP HOLDINGS INC.

(T ranslation of registrant’s name into English)

 

1 Jinghua South Road, Wangzuo Plaza East Tower

Room 2112

Beijing, People’s Republic of China 100020

+86-010-65020507 – telephone

(Address of principal executive office)

 

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 ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

 

Departure of Director

 

On October 25, 2018, Chuang Chen tendered his resignation as Independent Director and Chairman of Audit Committee of AGM Group Holdings Inc. (the “Company”), effective December 31, 2018.  Mr. Chen’s resignation from the Board of Directors is not the result of any disagreement with the Company’s operations, policies or procedures.

 

The resignation of Chuang Chen has been approved by the Nominating Committee, the Compensation Committee and the Board of Directors of the Company.

 

Appointment of Director

 

On January 8, 2019, at the recommendation of the Nominating Committee and the Compensation Committee, the Board of Directors of the Company approved, confirmed and ratified the appointment of Fangjie Wang as an independent director of the Company, with an annual compensation of RMB72,000 (approximately US$10,472 according to the exchange rate of 6.8755) effective January 1, 2019 until the Company’s next annual meeting of shareholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal . Ms. Wang will be serving on the Board of Directors as a non-employee, independent director. The Board has determined Ms. Wang is an “independent” director and an “audit committee financial expert” under applicable U.S. Securities and Exchange Commission (“SEC”) and Nasdaq Marketplace Rules. Ms. Wang has also been named as a member of the Nominating Committee and Compensation Committee, and as the Chairwomen of the Audit Committee.  

 

Ms. Wang, age 29, has been working as an Audit Manager at Beijing Hua Long Ding Jia Certified Public Accountants Co., Ltd since March 2018. Prior to that, she worked at Zhongxinghua Certified Public Accountants LLP as an Audit Assistant from August 2017 to February, 2018. She worked as the Lecturer of International Economics and Trade at Hubei Vocational Technical Institute from June 2016 to July 2017. She interned as a teacher of Ecological Tourism at Adult Education Academy of Guangxi Normal University. She interned as an assistant at Tian Jia Bing Academy of Guangxi Normal University from June 2014 to March 2016. From August 2013 to May 2014, she worked as an Internal Assistant to Duty Manager at Xiaogan Branch of Agricultural Bank of China. Ms. Wang graduated from Guangxi Normal University in 2016 and received a master’s degree in Management. Before that, she received a bachelor’s degree in International Economics and Trade from Hubei University. Ms. Fangjie Wang is an accounting expert and is experienced with establishing effective internal control system.

 

There are no family relationships between Fangjie Wang and any other employees or members of the Board of Directors of the Company.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Correspondence of Chuang Chen’s Resignations as Director, dated October 25, 2018.
10.2   Employment Agreement of Fangjie Wang dated January 1, 2019.

 

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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.

 

Date: January 9, 2019 AGM GROUP HOLDINGS INC.
     
  By: /s/ Wenjie Tang
  Name: Wenjie Tang
  Title: Chief Executive Officer and Director

 

  3

Exhibit 10.1

 

October 25, 2018

 

AGM Group Holdings Inc.

 

Room 2112, 1 Jinghua South Road, Wangzuo Plaza East Tower

 

Beijing, China 10020

 

Board of Directors,

 

Please accept my resignation as Independent Director and Chairman of Audit Committee at AGM Group Holdings Inc., effective from December 31, 2018.

 

I appreciate the opportunities from growth and development the company have provided during my tenure.

 

Please let know how I can be of help during the transition period. I wish the company the very best going forward.

 

Sincerely,

 

Exhibit 10.2

 

Employment Agreement

 

This Agreement is made in Beijing, China on January 1, 2019 by and between AGM Group Holdings Inc. (“Party A” or “AGM”) and Wang Fangjie (“Party B”).

 

1. PREAMBLE

 

The preamble is an integral part of this contract.

 

WHEREAS AGM requires the services of Ms. Wang Fangjie as an independent director;

 

WHEREAS Ms. Wang Fangjie agrees to serve as AGM’s independent director;

 

WHEREAS the parties wish to confirm their agreement in writing;

 

WHEREAS the parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this contract.

 

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

 

2. TERM

 

2.1 This contract is for an initial term of 36 months (From January 1, 2019 to January 1, 2022) renewable for an additional period of 36 months. The term should not exceed a total of 72 months.

 

2.2 In the event of termination, Ms. Wang Fangjie should deliver a written resignation with a three months’ notice and remain as an independent director until a new candidate is in place.

 

3. CONSIDERATION

 

3.1 Service Awards

 

In consideration of the provision of services, AGM agrees to pay Ms. Wang Fangjie, as compensation of RMB 72,000 annually, starting when the registration statement on Form 6-K is publicly submitted.

 

4. SPECIAL PROVISIONS

 

4.1 Obligations of AGM

 

AGM agrees and undertakes to Ms. Wang Fangjie as follows:

 

To bring Ms. Wang Fangjie collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered;

 

4.2 Obligation of Ms. Wang Fangjie

 

Ms. Wang Fangjie agrees and undertakes to AGM to the following:

 

The services must be made full time in a professional manner, according to the rules generally accepted by the industry.

 

 

 

 

4.3 Commitment to confidentiality and nondisclosure

 

Ms. Wang Fangjie recognizes that certain disclosures to be provided by AGM have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this contract. During the term of this contract and for a period of 12 months following the end of it. Ms. Wang Fangjie is committed to AGM to:

 

a) Keep confidential and not disclose the information;

 

b) Take and implement all appropriate measures to protect the confidentiality of the information;

 

c) Not disclose, transmit, exploit or otherwise use for its own account or for others, elements of information;

 

d) Not be an independent director of a company in the same or similar industry.

 

4.4 Representations and warranties of Ms. Wang Fangjie

 

Ms. Wang Fangjie represents and warrants to AGM that:

 

a) She has the capacity required to undertake under this contract, such capacity was not limited by any commitment to another person;

 

b) She has the expertise and experience required to execute and complete the obligations under this contract;

 

c) She will make service efficient and professional manner, according to the rules generally accepted by industry.

 

5. EFFECTIVE DATE OF CONTRACT

 

This Agreement shall enter into force on January 1, 2019.

 

Party A: AGM Group Holdings Inc.

 

 

 

 

Party B: Wang Fangjie