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 October 2019

 

Commission File Number: 001-38309

 

AGM GROUP HOLDINGS INC.

(Translation of registrant’s name into English)

 

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

Wanchai, Hong Kong

+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 or Officers

 

On October 25, 2019, Chengchun Zhang tendered his resignation as the Chief Operating Officer of AGM Group Holdings Inc. (the “Company”), effective immediately.  

 

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

 

Mr. Zhang’s resignation from the Board was not the result of any disagreement with the Company’s operations, policies or procedures.

 

In connection with Mr. Zhang’s resignation, 2,400,000 shares of the Class B Ordinary Shares (representing a total of 12,000,000 votes) held by Mr. Zhang shall be cancelled according to the Company’s Amended and Restated Memorandum and Articles.

 

Appointment of Director or Officers

 

On October 30, 2019, at the recommendation of the Nominating Committee and the Compensation Committee, the Board approved and confirmed the appointment of Xiaoding Wu as the succeeding Chief Operating Officer of the Company, with an annual compensation of $18,171, effective November 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.

 

Xiaoding Wu, age 36, has extensive experience in management and data collection and analysis. She has been the Director of Data Analysis Department of Beijing AnGaoMeng Technology Service Co., Ltd., a wholly owned subsidiary of the Company, since 2015 where she was in charge of setting up and leading data analysis teams, building trading monitoring system, data analysis assessment system, and risk management system, and designing the automatic trading and risk monitoring system. Prior to that, Ms. Wu spent a year as an Operating Manager at Beijing Jingzhegu Information Technology Co., Ltd. where she coordinated international businesses, managed projects and collected website operation data. Ms. Wu also spent one and a half years as a business assistant at Beijing Taoche Information Technology Co., Ltd., two and a half years as a corporate service manager at Yingfu Language Training Centre and four years as a sales assistant at China Peace International Tourism Co., Ltd. Ms. Wu received her bachelor’s degree in Tourism Management from Beijing International Studies University in 2005.

 

There is no family relationship between Xiaoding Wu and any other officers or members of the Board of Directors of the Company.

 

 

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EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Employment Contract between AGM Group Holdings Inc. and Xiaoding Wu, dated October 29, 2019
99.1   Correspondence of Chengchun Zhang’s Resignations as Director, dated October 25, 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: October 31, 2019 AGM GROUP HOLDINGS INC.
     
  By: /s/ Wenjie Tang
  Name:  Wenjie Tang
  Title: Chief Executive Officer and Director

 

 

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Exhibit 10.1

 

EMPLOYMENT CONTRACT

 

BETWEEN:  AGM Group Holding Inc., a company formed under the laws of the British Virgin Islands, with its mailing address at Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road, Wanchai, Hong Kong, acting and represented herein by Mr. Cao Bin, chairman of the board, declaring duly authorized (hereinafter referred to "AGMH")

 

AND:   Ms. Wu Xiaoding, residing at No.150 Wangzhuang, Qiaodong Dist., Xingtai, Hebei Province, China.

 

AGMH and Ms. Wu Xiaoding hereinafter collectively called "Parties".

 

1. PREAMBLE

 

The preamble is an integral part of this contract.

 

WHEREAS AGMH requires the services of Ms. Wu Xiaoding as Chief Operating Officer (COO);

 

WHEREAS Ms. Wu Xiaoding agreed to provide AGMH her full-time services as COO;

 

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. PURPOSE

 

2.1 Services

 

Ms. Wu Xiaoding agrees to assume full-time for AGMH (minimum of forty (40) hours per week) the role of COO during the entire duration of the contract;

 

2.2 Term

 

This contract is for an initial term of 24 months( From November 1st, 2019 to November 1st, 2021) renewable for an additional period of 24 months unless either party terminates it in writing at least three (3) months before the expiration of the initial term;

 

 

 

 

3. CONSIDERATION

 

3.1 Service Awards

 

In consideration of the provision of services, AGMH to pay Ms. Wu Xiaoding, as compensation;

 

The gross amount of US$ 18,171 annually is calculated at the rate of twelve (12) equal monthly installments consecutively of US$1,514 each, less withholding taxes applicable.

 

3.2 Expenditure incurred

 

AGMH will reimburse Ms. Wu Xiaoding all reasonable expenses incurred in connection with this Agreement, upon presentation of appropriate documentation;

 

3.3 Terms and conditions of payment

 

3 .3.1The price payable by AGMH to Ms. Wu Xiaoding is as follows:

 

3.3.2 The sum of US$1,514 shall be paid on the 1st of each month from November, 2019.

 

3.3.3 Expenses will be reimbursed on presentation of an expense account on the 24th of each month.

 

4. SPECIAL PROVISIONS

 

4.1 Obligations of AGMH

 

AGMH agrees and undertakes to Ms. Wu Xiaoding as follows:

 

AGMH to bring Ms. Wu Xiaoding collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered;

 

4.2 Obligation to Ms. Wu Xiaoding

 

Ms. Wu Xiaoding agrees and undertakes to AGMH to the following:

 

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

 

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4.3 Commitment to confidentiality and nondisclosure

 

Ms. Wu Xiaoding recognizes that certain disclosures to be provided by AGMH 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 36 months following the end of it, Ms. Wu Xiaoding is committed to AGMH 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;

 

4.4 Exclusivity of service provider

 

During the term of this Contract and for a period of 24 months following the end of it, Ms. Wu Xiaoding is committed to AGMH not render services to or for direct or indirect competitors of AGMH.

 

4.5 Responsibilities

 

4.5.1. Providing the data support and the special research report for the major decision matters.

 

4.5.2 Regularly analyze the company’s current business situation and provide forecast prospect report.

 

4.5.3 Manage and coordinate functional departments to ensure that the company’s operating system play an overall function, report the major issues to the General Manager.

 

4.5.4 Pay close attention to the international and domestic information industry trends, assess the impact of major information technology, and give company advice and suggestions with respect to introduce advanced information technology.

 

4.5.5 Review the work report of various departments, assess the work efficiency, and deal with the problems; regularly listen to direct subordinates and make work debriefing and evaluation.

 

4.5.6 Guide, manage and supervise the work of subordinate staff, improve the quality of work and service attitude and implement performance appraisal.

 

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4.5.7 Improve the management system formulated by various functional departments.

 

4.5.8 Organize the company’s personnel training.

 

4.6 Relationship between the parties

 

Neither party may bind the other in any way whatsoever to anyone, except in accordance with the provisions of this contract.

 

4.7 Representations and Warranties Ms. Wu Xiaoding

 

Ms. Wu Xiaoding represents and warrants to AGMH 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 its obligations under this contract;

 

c) she will make services efficient and professional manner, according to the rules generally accepted by industry;

 

4.8 Termination of Contract

 

Either party may terminate this contract at any time, upon presentation of a 60 days notice given to the other party. Amounts due and options purchases of shares will be delivered when calculated on a pro-rata to the time elapsed since the last payment or the last delivery of stock options.

 

5. GENERAL PROVISIONS

 

Unless specific provision to the contrary in this Agreement, the following provisions apply.

 

5.1 Force Majeure

 

Neither party can be considered in default under this contract if the performance of its obligations in whole or in part is delayed or prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and it absolutely impossible to fulfill an obligation.

 

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5.2 Severability

 

The possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) does not in any way affect the legality of other items, paragraphs or provisions of this contract, nor the rest of this article, this paragraph or provision unless a contrary intention is evident in the text.

 

5.3 Notices

 

Any notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address listed at the beginning of this contract or any other address that the party may indicate a similar notice to another party. A copy of any notice sent by mail must be sent by one mode of delivery mentioned above.

 

5.4 Titles

 

The headings used in this contract are only for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.

 

5.5 No Waiver

 

The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be construed as a waiver of such right or remedy.

 

5.6 Rights cumulative and not alternative

 

All the rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other right.

 

5.7 Totality and entire agreement

 

This contract represents the full and entire agreement between the parties. No statement, representation, promise or condition not contained in this agreement can and should be allowed to contradict, modify or affect in any manner whatsoever the terms thereof.

 

5.8 Contract Amendment

 

This contract may be amended only by a writing signed by all parties.

 

5.9 Gender and Number

 

All words and terms used in this agreement shall be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract.

 

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5.10 Assignable

 

Neither party may assign or otherwise transfer to any third party or of his rights in this contract without the prior written permission of the other party to that effect.

 

5.11 Computation of time

 

In computing any period fixed by the contract:

 

a) the day that marks the starting point is not counted, but the terminal is;

 

b) non-juridical days (Saturdays, Sundays and holidays) are counted;

 

c) when the last day is not legal, the deadline is extended to the next juridical day.

 

5.12 Currencies

 

All sums of money under this contract refer to Chinese currency.

 

5.13 Applicable Laws

 

This contract is subject to the laws of the People’s Republic of China.

 

5.14 Election of domicile

 

The parties agree to elect domicile in the judicial district of Beijing, China, and chose it as the appropriate district to hear any claim arising from the interpretation, application, performance, the entry into force, validity and effect of this contract.

 

5.15 Copies

 

When initialed and signed by all parties, each copy of this contract shall be deemed an original, but these examples do not reflect all one and the same agreement.

 

5.16 Scope of Contract

 

This contract binds the parties and their successors, heirs and assigns, respectively.

 

5.17 Solidarity

 

If a party consists of two or more persons, they are forced and severally liable to the other party.

 

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5.18 Time is of Essence

 

If a party must fulfill an obligation under this contract within a specified time, the passage of time will effectively be part of this notice.

 

6. EFFECTIVE DATE OF CONTRACT

 

This Agreement shall enter into force October 29, 2019.

 

SIGNED BY Two (2) copies,

 

IN THE CITY OF BEIJING, CHINA, 

DATED: October 29, 2019.

 

AGM Group Holding Inc.      
       
/s/ Bin Cao      
Chairman of the Board      
       
Wu Xiaoding      
       
/s/ Wu Xiaoding      
       

 

 

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Exhibit 99.1

 

October 25, 2019

 

AGM Group Holdings Inc.

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

Wanchai, Hong Kong

 

Board of Directors,

 

I hereby tender my resignation Chief Operating Officer at AGM Group Holdings Inc., effective October 25, 2019.

 

Sincerely,

 

/s/ Chengchun Zhang  
Chengchun Zhang