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 2020

 

Commission File Number: 001-36664 

 

Roan Holdings Group Co., Ltd.

 

147 Ganshui Lane, Yuhuangshannan Fund Town

Shangcheng District

Hangzhou, Zhejiang 

The People’s Republic of China

(Address of principal executive offices)

 

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): 

 

 

 

 

 

Explanatory Note

 

Explanatory Note:

 

Appointment of New Chief Financial Officer (the “CFO”)

 

On January 6, 2020, the Registrant’s CFO Ms. Jingping Li submitted her resignation to the board of directors (the “Board”). The Board accepted the resignation and appointed Ms. Lihua Shen as the succeeding CFO. The engagement was effective January 17, 2020. There is no disagreement between Ms. Jingping Li and the Registrant.

 

Ms. Shen holds over 29 years of accounting experience and has distinguished herself via her thorough knowledge of corporate finance and internal financial controls. Ms. Shen has held a number of senior financial positions with corporations in China, from director of finance to chief accountant. Since 2017 and prior to joining Roan, Ms. Shen served as the director of finance for Lixin (Hangzhou) Asset Management Co., Ltd. From 2002 to 2017, Ms. Shen served as a department manager at Da Hua CPAs (Special General Partnership) Zhejiang Wanbang Branch. From 1998 to 2000, Ms. Shen served as the chief accountant for Wanxiang Qianchao Co., Ltd., before becoming an audit manager at Wanxiang Group. Ms. Shen holds the CICPA designation and is a graduate of Zhejiang University of Finance & Economics.

 

Exhibits    
     
10.1   English Translation of Employment Agreement for Lihua Shen
99.1   Press Release: Roan Holdings Group Co., Ltd. Appoints New Chief Financial Officer

 

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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.

 

  Roan Holdings Group Co., Ltd.
     
Date: January 17, 2020 By: /s/ Zhigang Liu
  Name:  Zhigang Liu
  Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) was entered into in Hangzhou, Zhejiang, China on January 17, 2020 by and between:

 

Party A: Roan Holdings Group Co., Ltd (the “Company”)

 

Address: 147 Ganshui Lane, Yuhuangshannan Fund Town, Shangcheng District, Hangzhou, Zhejiang, China.

 

Legal Representative: Zhigang Liu, President and Chief Executive Officer

 

Party B: Lihua Shen

 

Chapter 1 General Provisions

 

1. Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions.

 

Chapter 2 Term

 

2. This Agreement shall have an initial term commencing on January 17, 2020 and ending on December 31, 2020, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3. According to Party A’s work requirements, Party B agrees to assume the position of Chief Financial Officer (to carry out work relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, she shall also:

 

4.1. Within the specified work hours, contribute her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

 

 

4.2. Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5. Party B shall principally work at the Party’s A headquarters located in Hangzhou, Zhejiang, China and other cities. Party A shall be required to work Monday through Friday from 9:00 a.m. to 17:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6. Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

7. Party A is responsible for arranging education and training to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

8. Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remuneration

 

9. Party B’s total remuneration include monthly salary as follows.

 

9.1. Monthly salary. Party B is entitled to a monthly salary of RMB 20,000 which shall be paid for each month on the tenth day of the next month, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2 Other payments. Refer to the Board Resolution relevant to compensation.

 

Chapter 7 Benefits and Holidays

 

10. Party B shall be entitled to the China public holidays and statutory holidays. If Party B is required to work on public holidays, she will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.

 

10.2. Sick Leave must be certified by a registered doctor.

 

10.3. Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

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Chapter 8 Labor Discipline

 

11. Party B shall comply with Party A’s lawfully formulated labor discipline and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12. If Party B violates any relevant laws, labor discipline or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13. In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor discipline or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14. Party A has the right to make reasonable modifications to the labor discipline and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15. Party B shall not hold any concurrent position at any other enterprise or organization during the period of her employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

Chapter 9 Confidentiality Obligations

 

16. Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17. Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on her own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

 

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18. Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19. If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20. In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1. Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor discipline and the Company’s articles of association);

 

20.2. Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3. Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4. Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21. During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22. During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that she shall give a 30-day prior written notice to Party A.

 

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23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24. If Party B terminates this Agreement in violation of any provisions hereof, she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25. Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.

 

27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.

 

28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29. This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

Party A: Roan Holdings Group Co., Ltd   Party B: Lihua Shen
     
/s/ Zhigang Liu   /s/ Lihua Shen
Zhigang Liu    
Chief Executive Officer    

 

 

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Exhibit 99.1

 

Roan Holdings Group Co., Ltd. Appoints New Chief Financial Officer

 

BEIJING, URUMQI, China and HANGZHOU, China, January. 17, 2020 /PRNewswire/ — Roan Holdings Group Co., Ltd. (“Roan” or the “Company”) (OTC Pink Sheets: RAHGF), a non-bank financial corporation servicing micro-, small- and medium-sized enterprises in China, today announced that Ms. Shen Lihua will join the Company to serve as its new Chief Financial Officer, effective January 17, 2020. Her predecessor, Ms. Li Jingping, will continue to serve as Chairwoman for the Company’s Board of Directors.

 

“We are excited to welcome Lihua to the team as she assumes the role of Chief Financial Officer,” commented Mr. Liu Zhigang, Chief Executive Officer of Roan. “With more than two decades of experience in financial management, accounting, and auditing, Lihua is the ideal candidate to lead our financial team and spearhead growth going forward. Lihua will play a crucial role during our current business upgrade as she oversees the fiscal components of our business, further augments our financial performance, and supports the advancement of new initiatives. I would also like to express our gratitude to Jingping for all she has done and continues to do for the company. Her expertise and insights continue to add value at each stage of our development.”

 

Ms. Shen holds over 29 years of accounting experience and has distinguished herself via her thorough knowledge of corporate finance and internal financial controls. Ms. Shen has held a number of senior financial positions with corporations in China, from director of finance to chief accountant. Since 2017 and prior to joining Roan, Ms. Shen served as the director of finance for Lixin (Hangzhou) Asset Management Co., Ltd. From 2002 to 2017, Ms. Shen served as a department manager at Da Hua CPAs (Special General Partnership) Zhejiang Wanbang Branch. From 1998 to 2000, Ms. Shen served as the chief accountant for Wanxiang Qianchao Co., Ltd., before becoming an audit manager at Wanxiang Group. Ms. Shen holds the CICPA designation and is a graduate of Zhejiang University of Finance & Economics.

 

About Roan Holdings Group Co., Ltd.

Founded in 2009, Roan (formerly known as China Lending) is a non-bank financial corporation and provides comprehensive financial services to micro-, small- and medium-sized enterprises, and individuals. Roan has moved its principal executive office from Urumqi, the capital of Xinjiang Autonomous Region, to Hangzhou, the capital of Zhejiang province. For more information, please visit: www.chinalending.com (the Company is in the process of applying for a new domain name based on the new corporate name).

 

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among others, the consummation of the proposed transaction, and can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s current expectations of the consummation of the proposed transaction, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

 

IR Contact:

At the Company:

Katrina Wu

Email: wuxiaoqing@roanholdingsgroup.com

Phone: +86-571-8662 1775

 

Investor Relations:

Xinran Rao

ICR Inc.

Email: ICR-TMT@icrinc.com

Phone: +1 646-224-6936