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): September 1, 2020

 

WeTrade Group Inc.

(Exact name of registrant as specified in its charter)

 

Wyoming

(State or other jurisdiction of incorporation or organization)

 

7374

(Primary Standard Industrial Classification Code Number)

 

______________________________

(I.R.S. Employer Identification Number)

 

No 1 Gaobei South Coast, Yi An Men 111 Block 37, Chao Yang District, Beijing City,

People Republic of China +8610-85788631.

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

Wyoming Registered Agent 1621 Central Ave Cheyenne, Wyoming 82001

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

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:

 

☐     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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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.

 

(b) On September 1, 2020 WeTrade Group Inc.’s Chief Executive Officer Dai Zheng resigned as Chief Executive Officer. Dai Zheng will remain as a Director of WeTrade Group Inc. As of September 1, 2020 Mr. Dai Zheng will serve as the Chairman of WeTrade Group Inc.

 

Mr. Dai is a graduate of Fuzhou Finance University in PRC and majored in Finance and Economics. Mr. Dai began his career in internet and information technology industry in 1998. Between 2000 to 2004, he served as Chief Technology Officer (“CTO”) for China Interaction Media Group. Between 2006 to 2012, he was a co-founder and Vice President of Qunar Cayman Islands Limited (stock code: QUNR). Since 2014, Mr. Dai has served on a number of boards that represent timeshare owners and their interests. Mr. Dai’s prime duty for the Company will be to leverage his existing industry connections to assist in the implementation of the business plan.

 

(c) On September 1, 2020 Pijun Liu was appointed as Chief Executive Officer and Director of WeTrade Group Inc.
  

Mr Liu, 38 years old, has more than 15 years of experience in tourism operations and team management. He graduated from Wuhan University of Technology in 2004 and studied post graduate from the School of Finance, Renmin University of China from 2018 to 2019. From 2004 to 2006, he worked for eLong.com and International Hotel Group, during which he hosted the first Caofeidian Forum. From 2009 to 2014 Mr. Liu founded the high-star hotel alliance-Wandian Alliance and led the team to achieve significant results; From 2014 to 2017, Mr. Liu Pijun served as the founder and CEO of Zhiding.com. He led the team to obtain 8 million RMB in Series A funding from 58.com and other institutions. And they also got more than 30 million RMB funding from investors such as Jingdong. In 2017, he received “ Gold Award in the Global Travel Conference”. Since 2019, Mr. Liu has served as the co-founder and CEO of Yueshang Group, he is responsible for investment operations and team management.

 
On September 1, 2020 Dong Hui Wang was appointed as an Independent Director of WeTrade Group Inc. Mr. Wang will also serve as the Audit Committee Chairman. Mr. Wang will also sit on the Compensation Committee.

 

Mr Wang aged 49, has more than 20 years of experience in audit, corporate finance and private fund management. He received a bachelor’s degree in engineering from Tianjin Polytechnic University in 1992 and a MBA degree from Victoria University of Technology, Australia in 1997. Mr. Wang worked at Ernst & Young Beijing from 1997 to 1999 as a senior accountant. From 1999 to 2005, Mr. Wang served as a consultant in the PricewaterhouseCoopers Sydney office and a senior manager in their Beijing office. From 2005 to 2011, he worked as Vice president and chief financial officer in Kingsoft Corporation Limited, listed in Hong Kong Stock Exchange (stock code: 3888). In 2011, he founded Shanghai Ameba Capital Co., Ltd, which currently manage a fund of RMB1.5 billion. A Venture Capital Company that focus on growing companies in TMT industry, including but not limited to enterprise level services, big data / artificial intelligence, consumption and industrial upgrading. At present, Ameba Capital has invested in nearly 100 start-up companies, including didi Kuai, mushroom street, Weima automobile, jushuitan, Yaobang, Aladdin, 2D fire, Xiaoyang education, Leyan technology, 51zan, teaching, etc.

 
On September 1, 2020 Daxue Li was appointed as an Independent Director of WeTrade Group Inc. Mr. Li will also serve as the Compensation Committee Chairman. Mr. Li will also sit on the Audit Committee and Nomination Committee.
 

 
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Mr Li aged 50, has more than 20 years of experience in TMT, e-commerce and information technology industry. In 1988, he was admitted to the Mathematics Department of Shandong University with the highest score of Science in the college entrance examination of the whole country. He was vice president and CTO of Tianji network company, in charge of technology research and development, technical service and customer execution. From 2008-2015, he served as senior vice president of JD.com group (stock code: JD), in charge of technology research and development system. From 2015 to present, he is the founder and CEO of Ciyun Technology Co Ltd. and honorary technical advisor of JD.com group.

 

On September 1, 2020 Yuxing Ye, was appointed as an Independent Director of WeTrade Group Inc. Mr. Ye was also appointed as the Compliance Officer of WeTrade Group Inc. Mr. Ye’s will also serve as the Nomination Committee Chairman. Mr. Ye will also sit on the Audit Committee and Compensation Committee.

 
Yuxing Ye, age 41, obtained his Juris Doctor degree from Benjamin N. Cardozo School of Law, Yeshiva University in New York in 2007. Mr. Ye is an attorney licensed to practice in New York State and has over 13 years of experience in advising multinational and PRC companies in corporate law, banking law, investment funds, mergers and acquisitions and regulatory and compliance matters. Mr. Ye started his career as an in-house legal counsel with Bank of China, New York Branch and subsequently with The Bank of Nova Scotia, Singapore Branch, covering a broad range of legal matters involving US sanctions, regional credit markets, derivatives and fixed income products. From 2011 to 2017, he worked as an associate/of counsel with the UK based magic circle law firm Allen Overy LLP and PRC based red circle law firm King & Wood Mallesons and became a partner in 2018 at King & Wood Malleson. Mr. Ye’s legal practice focuses on cross-border merger and acquisitions as well as the related regulatory and compliance matters, involving take-over bids, asset and share purchases/divestures, project/acquisition financings, restructuring, US export control and other commercial arrangements etc. In early 2020, Mr. Ye joined another PRC red circle law firm Zhong Lun as a partner and continues his practice in the aforementioned space, with an even broader coverage of PRC listed companies and investment funds in their outbound acquisitions as well as compliance with US and European regulatory regimes.

  

On September 1, 2020 Ning Qin, was appointed as an Independent Director of WeTrade Group Inc. Mr. Qin will also sit on the Compensation Committee and Nomination Committee.

  
Mr. Qin age 39, is a graduate from Law school of Versailles University in France, and majored in Arbitration and International business in 2008, Master of Laws. He has legal professional qualifications certificate and has over 15 years of experience as corporate counsel and lawyer, in M&A, investment and finance . In 2003, he started his career as Clerk with Court of Baqiao District of Xi’an in China and left in 2004. From 2004 to 2005, he worked as Paralegal with Shaanxi Haipu Law Firm in Xi’an of China. In 2008, he worked as Paralegal with Jane Willems’ Firm in Paris, France. From 2009 to 2013, he served as Senior Manager in Tian An China Investment Ltd., (stock code:0028), listed on HK stock exchange, responsible for the China legal and investment. In 2013, he worked as General Manager in Shaanxi HDTX Investment Ltd. In 2016, he served as Executive Director in Yulin FFL Environmental Energy Limited (member of ENGIE Group in France). In 2018, he worked as Assistant President in Guanghui Energy Group (stock code:600256), listed on SHH stock exchange. From 2020 to present, he is working as Director of M&A and legal compliance in Central Holding Group (stock code:1735) listed on HK stock exchange, responsible for the corporate affaires, legal, M&A. And parallel, he started in 2020 as Equity Partner in Zhonglun W&D Law Firm in Xi’an.

  

On September 1, 2020 Hung Fai Choi, was appointed as an Independent Director of WeTrade Group Inc. Mr. Choi will also sit on the Audit Committee and Nomination Committee.

  
Mr. Choi, aged 35 and has over 10 years of experience in securities trading, fundraising activities, corporate finance and project investments. Mr. Choi possesses knowledge in financial analysis, corporate finance, corporate valuation and corporate governance. Mr. Choi graduated with a bachelor’s degree in business administration from the Chinese University of Hong Kong, and obtained a master of finance degree in corporate finance from the University of New South Wales in Australia. Mr. Choi is currently the founder and managing director of Draco Capital Limited and a responsible officer for Type 6 (advising on corporate finance) regulated activity of Draco Capital Limited under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Choi is principally responsible for advising on corporate finance activities, pre-initial public offerings, merger & acquisitions, fundraising activities and corporate restructurings for private and public companies in the PRC, Malaysia and Hong Kong.
 

 
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On SEPTEMBER 1, 2020 the Board of Directors of WeTrade Group Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Bylaws“), Audit Committee Charter, Nominating Committee Charter, Whistleblower Policy, Insider Trading Policy and the Code of Conduct and Business Ethics.

 

Item 9.01 Exhibits.

   

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

3.2.1

 

Amendment to Bylaws of the Company, effective as of September 1, 2020.

 

 

 

99.1

 

Audit Committee Charter

 

 

 

99.2 

 

Compensation Committee Charter

 

 

 

99.3

 

Nominating Committee Charter

 

 

 

99.4

 

Whistleblower Policy

 

 

 

99.5

 

Insider Trading Policy

 

 

 

99.6 

 

Code of Conduct and Business Ethics

 

 

 

99.7

 

Dai Zheng’s Resignation Letter Dated September 1, 2020

  

 
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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 hereunto duly authorized.

 

 

WETRADE GROUP INC.

 

Date: September 1, 2020

By:

/s/ Pijun Liu

 

Pijun Liu Director/CEO

 

By:

/s/ Li Zhou

 

Li Zhou/Director/COO

 

By:

/s/ Kean Tat Che

 

Kean Tat Che/Director/CFO

  

 
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EXHIBIT 3.2.1

   

First Amended Bylaws

 

OF

 

WETRADE GROUP INC.

 

(Wyoming Business Corporation Act 17-16-206)

  

ARTICLE I. NAME AND LOCATION

 

SECTION 1. The name of this corporation shall be WeTrade Group Inc.

 

SECTION 2. The Principal office of the corporation in the State of Wyoming shall be 1621 Central Ave Cheyenne, Wyoming 82001 and its initial registered office in the State of Wyoming shall be 1621 Central Ave Cheyenne, Wyoming 82001. The corporation may have such other offices, either within or without the State of Wyoming as the Board of Directors may designate or as the business of the corporation may require from time to time.

 

ARTICLE II. SHAREHOLDERS

 

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held in the month of December in each year, beginning with the year 2020, at the time designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wyoming, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.

 

SECTION 2. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all the outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting, provided said shareholders sign, date and deliver to the corporate Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Only business within the purpose or purposes described in the meeting notice required by Article II, Section 5 of these Bylaws may be conducted at a special shareholders meeting. In addition, such meeting may be held at any time without call or notice upon unanimous consent of shareholders.

 

 
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SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wyoming unless otherwise prescribed by statute as the place of meeting for any annual meeting or for any special meeting of shareholders. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Wyoming, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Wyoming.

 

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President/CEO or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

 

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of share-holders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of share-holders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of share-holders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of share-holders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determina-tion of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determi-nation shall apply to any adjournment thereof.

 

SECTION 6. Shareholders’ List. After fixing a record date, the officer or agent having charge of the share ledger of the corporation shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting, or any adjournment thereof, and said list shall be arranged by voting group and shall show the address of and the number of shares held by each shareholder or representative. The shareholders’ list shall be available for inspection and copying during usual business hours by any shareholder beginning two (2) business days after notice of the meeting is given for which the list was pre-pared and continuing through the meeting, at the cor-poration’s principal office or at a place identified in the meet-ing notice. Such list shall be available during the meeting and any share-holder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof. The ori-ginal stock transfer book shall be prime facia evidence as to who are the shareholders entitled to examine such list or trans-fer book or to vote at any meeting of shareholders.

 

 
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SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting in which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified as long as 33 1/3 % of the outstanding shares of the Company’s common voting stock are represented . The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

 

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the share-holder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.

 

SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. The affirmative vote of a majority of the outstanding shares represented at a shareholders’ meeting at which a quorum is present shall be the act of the shareholders of the corporation.

 

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may preserve, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

 

Shares held by an administrator, executor, guardian or conservatory may be voted by him either in person or by proxy, with-out a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

 

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer there-of into his name if authority so to do be contained in appro-priate order of the court by which such receiver was appointed.

 

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been trans-ferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

 

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in deter-mining the total number of outstanding shares at any given time.

 

 
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SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

SECTION 12. Cumulative Voting. Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote, in person or by proxy, shall have the right to vote at such election the number of shares owned by him for as many per-sons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multi-plied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

 

ARTICLE III. BOARD OF DIRECTORS

 

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

 

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be at a minimum seven (7). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors may be reelected. The Directors need not be a resident of this state or a shareholder. A majority of the board of directors must be comprised of Independent Directors

 

SECTION 2.1 Independent Directors. The minimum number of Independent Directors shall be four (4). An Independent Director means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. For purposes of this rule, “Family Member” means a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. The following persons shall not be considered independent:

 

(A) a director who is, or at any time during the past three years was, employed by the Company;

 

(B) a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

 

(i) compensation for board or board committee service;

 

 
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(ii) compensation paid to a Family Member who is an employee (other than an Executive Officer) of the Company; or

 

(iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.

 

(C) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an Executive Officer;

 

(D) a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

 

(i) payments arising solely from investments in the Company’s securities; or

 

(ii) payments under non-discretionary charitable contribution matching programs.

 

(E) a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; or

 

(F) a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

 

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as the annual meeting of shareholders. The Board of Directors may also provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

 

SECTION 3-1. Executive Sessions of Independent Directors. There shall be a minimum of two Executive Sessions of Independent Directors each year.

 

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President/CEO or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

 

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and does not thereafter vote for or assent to action taken at the meeting.

 

 
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SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

 

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or the Board of Directors.

 

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

 

SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secre-tary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the cor-poration immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

 

SECTION 10. Informal Action by Board of Directors. Unless otherwise provided by law, any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

 

SECTION 11. Committees and Compliance. The following Committees will be standing committees: Audit, Nomination and Compensation. Each Committee shall have three or more members consisting of Independent Directors.

 

A. Audit Committee. The Audit Committee shall have a formal written charter and the Audit Committee will review and reassess the adequacy of the formal written charter on an annual basis. At least one member of the audit committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Audit Committee members must not accept any consulting, advisory, or other compensatory fee from the Company other than for board service, and they must not be an affiliated person of the Company. The Audit Committee shall have all authorities necessary to comply with the requirements of 17 CFR § 240.10A-3 (b)(2), (3), (4) and (5).

 

 
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(B) Compensation Committee. The Compensation Committee shall have a formal written charter and the Compensation Committee will review and reassess the adequacy of the formal written charter on an annual basis. The compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser.

 

(C) Nominations Committee. The Nominations Committee shall be composed of Independent Directors and shall select or recommend Director nominees. There shall be a written Nominations Committee Charter addressing the directors’ nomination process.

 

(D) Insider Trading Compliance Policy, Conflict of Interest Policy, Whistleblower Policy and Code of Conduct. The Company shall have an Insider Trading Policy, Conflict of Interest Policy, Whistleblower Policy and Code of Conduct. The Code of Conduct shall be applicable to all directors, officers and employees and shall be publicly available. Ethical behavior is required and expected of every corporate director, officer and employee. Conflicts of Interests shall be reviewed by the Audit Committee.

 

(E) Anti Money Laundering Protocol. The Company will comply with all banking and financial reporting rules in the jurisdictions in which it operates, and the Compliance Officer or other designated officer shall maintain a written protocol for use by the Company and its Auditor.

 

ARTICLE IV. OFFICERS

 

SECTION 1. Number. The officers of the corporation shall be a CEO/President and Secretary each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors or CEO.

 

SECTION 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The initial officers may be elected at the first meeting of the Board of Directors.

 

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment, the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

 
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SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filed by the Board of Directors for the unexpired portion of the term.

 

SECTION 5. CEO or President. The President or CEO (President,” “CEO”, or “Chief Executive Officer”) shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice- Presidents. In the absence of the President or in event of his death, unavailability of or refusal to act, a Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. A Vice-President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.

 

SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the shareholders and of the Board of Directors meetings in one or more books provided for the purpose; (b) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have general charge of the stock transfer books of the corporation; (f) have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accord-ance with the provisions of Article V of these Bylaws; and (g) in general perform all of the duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Secretary shall give a bond for the faithful discharge of his duties in such sum with such surety or sureties as the Board of Directors shall determine.

 

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

 

 
8

 

    

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

 

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be deter-mined by resolution of the Board of Directors.

 

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

 

SECTION 1. Certificates for Shares. Certificates repre-senting shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issuance, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new cer-tificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certifi-cate, a new one may be issued therefor upon such terms and indem-nity to the corporation as the Board of Directors may pre-scribe.

 

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal repre-sentative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate of such shares, and also, any transfer is subject to the limita-tions set forth in the Articles of Incorporation, reference to which is hereby made. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

 

 
9

 

    

ARTICLE VII. FISCAL YEAR

 

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

 

ARTICLE VIII. DIVIDENDS

 

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

 

ARTICLE IX. SEAL

 

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”

 

ARTICLE X. WAIVER OF NOTICE

 

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the cor-por-ation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equiva-lent to the giving of such notice.

 

ARTICLE XI. AMENDMENTS

 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors at any annual Board of Directors meeting or at any special Board of Directors meeting when the proposed amendment has been set out in the notice of such meeting. These Bylaws may also be altered, amended or repealed by a majority vote of the shareholders notwithstanding that these Bylaws may also be amended or repealed by the Board of Directors.

 

ARTICLE XII. CONFLICT WITH ARTICLES OF INCORPORATION & STATE LAW

 

In the case of these Bylaws conflicting with the Articles of Incorporation, the Articles of Incorporation shall take precedence. In the case of these Bylaws conflicting with Wyoming state law, the state law shall take precedence.

 
10

  

EXHIBIT 99.1

 

WETRADE GOUP INC.

 

AUDIT COMMITTEE CHARTER

 

 

I.

Purposes

   

The purposes of the Committee are to:

   

 

A.

Oversee the accounting and financial reporting processes of the Company and audits of the Company’s financial statements.

 

 

 

 

B.

Assist the Board in fulfilling its oversight responsibilities regarding the:

 

 

·

 Integrity of the Company’s financial statements;

 

 

 

 

·

 Company’s compliance with legal and regulatory requirements; and

 

 

 

 

·

Qualifications, independence and performance of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (the “independent registered public accounting firm”);

 

 

C.

Annually, prepare an Audit Committee Report and publish the report in the Company’s proxy statement for its annual meetings of stockholders, in accordance with applicable rules and regulations; and

 

 

 

 

D.

Perform such other functions as the Board may assign to the Committee from time to time.

 

II.

Membership

 

The Committee shall consist of not less than three members of the Board. Each member of the Committee shall be “independent” as defined by the rules of the Securities and Exchange Commission and the Nasdaq Stock Market Rulebook. Each member of the Committee shall meet the experience requirements of the Nasdaq Stock Market Rulebook, shall not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years and at least one member of the Committee shall be an “audit committee financial expert” (as defined by applicable rules of the Securities and Exchange Commission). Notwithstanding the foregoing membership requirements, no action of the Committee shall be invalid by reason of any such requirement not being met at the time such action is taken.

 

The members of the Committee shall be appointed by the Board of Directors annually and shall continue to act until their successors are elected but shall be subject to removal at any time by the majority of the entire Board. Any such vacancy shall be filled by the Board. If a Chairman is not designated by the Board or present at a meeting, the Committee may designate a Chairman by majority vote of the Committee members then in office.

 

 
1

 

    

III.

Authority and Responsibilities

 

The Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Committee. Without limiting the generality of the preceding statements, the Committee shall have authority, and is entrusted with the responsibility, to take the following actions:

 

 

A.

Authority

 

 

 

 

The Committee shall have the authority to:

 

 

1.

Conduct or authorize investigations into any matter, including, but not limited to, complaints relating to accounting, internal accounting controls or auditing matters, within the scope of the responsibilities delegated to the Committee as it deems appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

 

 

 

 

2.

Retain and determine funding for independent legal counsel, accounting experts and other advisors, including the sole authority to appoint or replace the independent registered public accounting firm (subject, if applicable, to stockholder ratification), as it deems necessary or appropriate to fulfill its responsibilities. The Committee may also utilize the services of the Company’s regular outside legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of (a) compensation to any independent registered public accounting firm engaged for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company; (b) compensation to any advisors employed by the Committee; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

 

 

 

3.

Delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. However, subcommittees shall not have the authority to engage independent legal counsel, accounting experts or other advisors unless expressly granted such authority by the Committee. Each subcommittee shall keep minutes and regularly report to the Committee.

 

 
2

 

      

 

B.

Responsibilities

 

 

 

 

 

The Committee’s responsibilities are limited to oversight. Although the Committee has the responsibilities set forth in this Charter, it is not the responsibility of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosure are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”) and applicable laws, rules and regulations. These are the responsibilities of management and the independent registered public accounting firm.

 

 

 

 

 

Interaction with the Independent Registered Public Accounting Firm

 

 

1.

Appointment and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm hired for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent registered public accounting firm shall report directly to the Committee and the Committee shall routinely review such firm’s performance. In addition, the Committee shall oversee the resolution of any disagreements between the Company’s management and the independent registered public accounting firm regarding financial reporting.

 

 

 

 

2.

Pre-Approval of Services. Before the independent registered public accounting firm is engaged by the Company or its subsidiaries to render audit or non-audit services, the Committee shall pre-approve the engagement. Committee pre-approval of audit and non-audit services is not required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee. The Chairman of the Committee has the authority to grant pre-approvals, provided such approvals are within the pre-approval policy and presented to the Committee at a subsequent meeting.

 

 

 

 

3.

 Independence of Registered Public Accounting Firm. The Committee shall, at least annually, review the independence and quality control procedures of the independent registered public accounting firm and the experience and qualifications of the independent registered public accounting firm’s senior personnel that are providing audit services to the Company. In conducting its review, the Committee shall:

 

 

a)

Obtain and review a report prepared by the independent registered public accounting firm describing (i) the firm’s internal quality control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, involving one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

 

 

 

 

b)

Discuss with representatives of the independent registered public accounting firm its independence from the Company, and obtain and review a written statement prepared by the independent registered public accounting firm describing all relationships between the independent registered public accounting firm and the Company, consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and consider the impact that any relationships or services may have on the objectivity and independence of the independent registered public accounting firm.

 

 
3

 

    

 

c)

If applicable, consider whether the provision by the independent registered public accounting firm of any permitted information technology services or other non-audit services to the Company is compatible with maintaining the independence of the independent registered public accounting firm.

 

 

 

 

d)

Confirm with the independent registered public accounting firm that the firm is in compliance with the partner rotation requirements established by the Securities and Exchange Commission.

 

 

 

 

e)

Consider whether, in order to assure continuing independence of the independent registered public accounting firm, it is appropriate to adopt a policy of rotating the independent registered public accounting firm on a regular basis.

 

 

 

 

f)

Review and evaluate the lead partner of the independent registered public accounting firm.

 

Annual Financial Statements and Annual Audit

 

 

1.

Meetings with Management and the Independent Registered Public Accounting Firm. The Committee shall:

 

 

a)

Meet with management and the independent registered public accounting firm in connection with each annual audit to discuss the scope of the audit, the procedures to be followed and the staffing of the audit.

 

 

 

 

b)

Review and discuss with management and the independent registered public accounting firm: (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (ii) any analyses prepared by management or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including analyses of the effects of alternative treatments of financial information within GAAP on the Company’s financial statements; and (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements.

 

 

 

 

c)

Review and discuss the annual audited financial statements with management and the independent registered public accounting firm, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 
4

 

    

 

2.

Separate Meetings with the Independent Registered Public Accounting Firm. The Committee shall:

 

 

a)

Review with the independent registered public accounting firm any problems or difficulties the independent registered public accounting firm may have encountered during the course of the audit work, including any restrictions on the scope of activities or access to required information or any significant disagreements with management and management’s responses to such matters. Among the items that the Committee should consider reviewing with the independent registered public accounting firm are: (i) any accounting adjustments that were noted or proposed by the independent registered public accounting firm but were “passed” (as immaterial or otherwise); (ii) any communications between the audit team and the independent registered public accounting firm’s national office respecting auditing or accounting issues presented by the engagement; and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent registered public accounting firm to the Company. The Committee shall obtain from the independent registered public accounting firm assurances that Section 10A(b) of the Securities and Exchange Act of 1934, as amended has not been implicated.

 

 

 

 

b)

Discuss with the independent registered public accounting firm the report that such firm is required to make to the Committee regarding: (i) all accounting policies and practices to be used that the independent registered public accounting firm identifies as critical; (ii) all alternative treatments of financial information within GAAP for policies and practices related to material items that have been discussed among management and the independent registered public accounting firm, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm; and (iii) all other material written communications between the independent registered public accounting firm and management of the Company, such as any management letter, management representation letter, reports on observations and recommendations on internal control over financial reporting, the independent registered public accounting firm’s engagement letter, the independent registered public accounting firm’s independence letter, schedule of unadjusted audit differences and a listing of adjustments and classifications not recorded, if any.

 

 

 

 

c)

Discuss with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as then in effect.

 

 
5

 

  

 

3.

Recommendation to Include Financial Statements in Annual Report. The Committee shall, based on the review and discussions in paragraphs 1(c) and 2(c) of this “Annual Financial Statements and Annual Audit” section, and based on the disclosures received from the independent registered public accounting firm regarding its independence and discussions with representatives of the firm regarding such independence pursuant to subparagraph 3(b) of the “Interaction with the Independent Registered Public Accounting Firm” section, determine whether to recommend to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year subject to the audit.

 

 

Quarterly Financial Statements

 

 

1.

Meetings with Management and the Independent Registered Public Accounting Firm. The Committee shall review and discuss the quarterly financial statements with management and the independent registered public accounting firm, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Other Powers and Responsibilities

 

 

1.

The Committee shall review and approve or disapprove related party transactions in accordance with the Company’s policy regarding the same.

 

 

 

 

2.

The Committee shall discuss with management and the independent registered public accounting firm any correspondence from or with regulators or governmental agencies, any employee complaints or any published reports that raise material issues regarding the Company’s financial statements, financial reporting process or accounting policies.

 

 
6

 

    

 

3.

The Committee shall discuss with counsel any legal matters brought to the Committee’s attention that could reasonably be expected to have a material impact on the Company’s financial statements.

 

 

 

 

4.

The Committee shall review and discuss with management and the independent registered public accounting firm the Company’s report on internal control over financial reporting prior to filing the Company’s Annual Report on Form 10-K.

 

 

 

 

5.

The Committee shall discuss with management the Company’s guidelines and policies with respect to risk assessment and risk management. In addition, the Committee shall discuss with management the Company’s significant financial risk exposures and the actions management has taken to monitor and control such exposures.

 

 

 

 

6.

The Committee shall set clear hiring policies for employees or former employees of the Company’s independent registered public accounting firm.

 

 

 

 

7.

The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee shall also establish procedures for the confidential and anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 

 

 

 

8.

The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding potential violations of applicable laws, rules and regulations or of the Company’s codes, policies and procedures. The Committee shall also establish procedures for the confidential and anonymous submission by employees of the Company of concerns regarding questionable compliance matters.

 

 

 

 

9.

The Committee shall prepare for inclusion in the Company’s proxy statement for its annual meeting of stockholders the report required by the rules of the Securities and Exchange Commission.

 

 

 

 

10.

The Committee shall review periodically the Company’s Code of Ethics for its Principal Executive Officer and Senior Financial Officers and its enforcement.

 

 

 

 

11.

The Committee shall review annually the adequacy and succession planning of the Company’s accounting and financial personnel.

 

 

 

 

12.

The Committee shall review disclosures by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein.

 

 
7

 

    

IV.

Procedures

 

 

A.

Meetings. The Committee shall meet at the call of its Chairman, two or more members of the Committee or the Chairman of the Board. The Committee shall meet on at least a quarterly basis (prior to the filing of the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K with the Securities and Exchange Commission) and may meet more frequently as circumstances dictate. Meetings of the Committee may be in person, by conference call or by unanimous written consent, in accordance with the Company’s Bylaws. Meetings of the Committee shall be held at such time and place, and upon such notice, as its Chairman may from time to time determine. The Committee shall keep such records of its meetings as it deems appropriate.

 

 

 

 

Meetings may, at the discretion of the Committee, include non-independent directors, members of the Company’s management, independent advisors and consultants, representatives of the Company’s independent registered public accounting firm, any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Those in attendance may observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any director that is not a member of the Committee.

 

 

 

 

B.

Quorum and Approval. A majority of the Committee’s members shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of a meeting.

 

 

 

 

C.

 Rules. The Committee may determine additional rules and procedures, including designation of a Chair pro tempore in the absence of its Chairman and designation of a secretary of the Committee at any meeting thereof.

 

 

 

 

D.

Reports. The Committee shall maintain minutes of its meetings and make regular oral or written reports to the Board, directly or through its Chairman, of its actions and any recommendations to the Board. These reports shall include a discussion of any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent registered public accounting firm or any other matter the Committee determines is necessary or advisable to report to the Board.

 

 

 

 

E.

Review of Charter. As necessary, the Committee shall review the need for changes in this Charter and recommend any proposed changes to the Board for approval.

 

 
8

 

    

V.

Posting Requirement

 

The Company shall post this Charter on the Company’s website as required by applicable rules and regulations. In addition, the Company shall disclose in its proxy statement for its annual meeting of stockholders that a copy of this Charter is available on the Company’s website.

* * *

 

While the Committee members have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the Committee members, except to the extent otherwise provided under applicable federal or state law.

 

 
9

 

   

Annex 1

 

HIRING GUIDELINES FOR

INDEPENDENT AUDITORS’ EMPLOYEES

 

The Audit Committee has adopted the following guidelines regarding the Company’s hiring of its independent auditors’ employees. For the purposes of these guidelines, the term “independent auditors’ employees” includes any partner, director, manager, staff, advising member, reviewing actuary, reviewing tax professional and any other person having the responsibility for providing audit assurance to the independent auditors in any way for the certification of the Company’s financial statements. Audit assurance includes all work that results in the expression of an opinion on financial statements.

   

 

1.

No member of the independent auditors’ audit team that is auditing the Company can be hired by the Company for a period of two years following such audit.

 

 

 

 

2.

No former employee of the independent auditors may sign an SEC filing on behalf of the Company for five years following employment with the independent auditors.

 

 

 

 

3.

No former employee of the independent auditor may be named an officer of the Company for three years following employment by the independent auditors.

 

 

 

 

4.

The Audit Committee must approve all executive level and higher hires from the independent auditors.

 

The Audit Committee will review these guidelines periodically to evaluate whether any amendments are necessary to comply with applicable internal policies or any legal or regulatory requirements.

 

 
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EXHIBIT 99.2

 

 

WETRADE GROUP INC.

 

COMPENSATION COMMITTEE CHARTER

     

I.

APPOINTMENT 

 

 

 

The Board of Directors shall appoint a Compensation Committee comprised of at least three members, each of whom is independent as defined under section IM-5605-5(d) of the Nasdaq Stock Market Rulebook and meets the additional independence requirements applicable to Compensation Committee members under Section IM-5605(a)(2) of the Nasdaq Stock Market Rulebook. In addition, members of the Committee must qualify as “outside” directors within the meaning of Internal Revenue Code Section 162(m) and as “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. One member shall be designated as Chair. Committee members shall serve until their successors are elected, or their prior resignation, removal, or death.

 

II.

MISSION

 

 

 

The Compensation Committee shall provide assistance to the Company’s directors in fulfilling their responsibility to shareholders to ensure that the Company’s executive officers are compensated within the Company’s compensation philosophy and objectives.

 

 

 

The Compensation Committee shall assist the Company in managing executive compensation that:

 

 

A.

supports the Company’s overall business strategy and objectives;

 

 

 

 

B.

attracts, retains and motivates the best executives in the Company’s industry;

 

 

 

 

C.

promotes the Company’s pay-for-performance philosophy; and

 

 

 

 

D.

ensures that the Company’s compensation programs and practices are of the highest quality and designed with full consideration of all accounting, tax, securities law, and other regulatory requirements.

 

 
1

 

   

III.

POWERS

 

 

The Compensation Committee shall: (a) review and approve compensation arrangements for all executive officers of the Company and (b) perform such other duties as shall from time to time be prescribed by the Board of Directors. The Committee may delegate any of its authority and responsibilities as permitted by law and as the Committee deems appropriate.

 

 

IV.

MEETINGS

 

 

The Compensation Committee shall meet at least annually in accordance with the attached agenda and at such other times as determined by the Chairman of the Committee. Two members of the Committee shall constitute a quorum for the transaction of business. The Committee shall take action by majority vote.

 

 

V.

DUTIES AND RESPONSIBILITIES

 

 

A.

Annually

 

 

1.

Review and approve annual base salary and incentive compensation levels, employment agreements, and benefits of the chief executive officer and other executive officers.

 

 

 

 

2.

Review and assess performance target goals established before the plan year and determine if goals were achieved at the end of the plan year.

 

 

 

 

3.

Review and approve adoptions or modification of profit sharing and stock plans, executive bonus plans, and similar areas of executive compensation.

 

 

 

 

4.

Act as the administrative committee for the Company equity compensation plans and any other incentive or purchase plans as they shall be established by the Company.

 

 

 

 

5.

Review and approve the Compensation Discussion and Analysis required to be included in the Company’s annual proxy statement and prepare the related Report of the Compensation Committee.

 

 

B.

Periodically

 

 

1.

Consider and approve grants of equity based awards to any employee or director of the Company.

 

 

 

 

2.

Review and approve the adoption of the Company’s retirement and welfare benefit plans and programs and any modifications thereto that could result in a material change in costs or benefit levels provided.

 

 
2

 

  

 

3.

Review the Company’s management succession plan to ensure that key management positions have adequate replacement backup.

 

 

 

 

4.

Keep informed about current developments in executive compensation.

 

 

 

 

5.

Consult with the Company’s Audit Committee and/or its independent auditors, as necessary, for the purpose of reviewing any calculations required under any incentive compensation plan of the Company.

 

VI.

REPORTING

 

 

The Compensation Committee will prepare and, through its Chairman, submit periodic reports of the Committee’s work and findings to the Board of Directors.

 

 

VII.

SUPPORT AND FUNDING

 

 

To assist the Compensation Committee in fulfilling its duties, management will provide the Committee with information and reports as needed and requested. The Committee shall have access to the Company’s general counsel, and the ability to retain independent legal counsel, compensation consultants, or other advisers at its discretion. The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any such independent legal counsel, compensation consultant, or other adviser retained by the Committee. The Committee may select independent legal counsel, a compensation consultant, or other adviser only after taking into consideration all factors relevant to such party’s independence from management, including those specified in Section IM-5605-5(d) of the Nasdaq Stock Market Rulebook. The Company will provide for appropriate funding, as determined by the Committee, for payment of (i) reasonable compensation to independent legal counsel, a compensation consultant, or any other adviser retained by the Committee and (ii) necessary or appropriate administrative expenses of the Committee.

 

 
3

 

    

WE TRADE GROUP INC.

CORE AGENDA FOR COMPENSATION COMMITTEE

 

1.

Review and approve annual base salary and incentive compensation levels for executive officers.

 

 

2.

Review and approve employment agreements for executive officers.

 

 

3.

Review and approve benefits of the chief executive officer and other executive officers.

 

 

4.

Review and assess performance target goals established before the plan year and determine if goals were achieved at the end of the plan year.

 

 

5.

Review and approve profit sharing and stock plans, executive bonus plans, and similar areas of executive compensation.

 

 

6.

Review administrative issues regarding the Company’s equity compensation plans and any other incentive or purchase plans as they shall be established by the Company.

 

 

7.

Consider and approve grants of equity based awards to any employee or director of the Company.

 

 

8.

Review and approve the Compensation Discussion and Analysis and prepare the Report of the Compensation Committee for inclusion in the annual proxy statement.

 

 

4

 

 

 

 

EXHIBIT 99.3

 

WETRADE GROUP INC.

 

NOMINATING COMMITTEE CHARTER

 

 

Purpose

  

The primary purposes of the Nominating Committee are to (1) establish and maintain reasonable qualifications for persons serving as directors, (2) identify individuals qualified to become Board members, and (3) nominate qualified candidates for election to the Board and appointment to fill vacancies on the Board.

 

Committee Membership

  

The Committee shall be comprised of at least three directors, all of whom satisfy the independence standards specified in Section IM-5605-5(d) of the Nasdaq Stock Market Rulebook (subject to any permitted exceptions thereunder). Committee members will be appointed by the Board and will serve until their resignation, removal, death, or incapacity. One member will be designated the Chair. The Committee will establish rules and regulations for its operation, subject to the provisions of this Charter.

 

Meetings

 

The Committee shall meet at least once a year to nominate candidates for election at the Annual Shareholders’ Meeting, and more often if necessary, to fill vacancies on the Board or if determined by the Committee.

 

Director Qualifications

 

Persons nominated for election or appointment as directors shall be evaluated by the Committee in light of their education, reputation, experience, independence, leadership qualities, personal integrity, and such other criteria as the Committee deems relevant.

 

 

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Duties and Responsibilities

  

 

The Committee shall have the following duties and responsibilities:

 

 

 

 

·

Identify individuals qualified to become directors.

 

 

 

 

·

Nominate candidates for election as directors, or appointment to fill vacancies.

 

 

 

 

·

Evaluate candidates in light of the qualification standards contained in this Charter, as revised from time to time, and such other criteria as the Committee deems relevant.

 

 

 

 

·

Develop policies and procedures for shareholders to nominate candidates for evaluation by the Committee.

 

 

 

 

·

Review the list of qualifications contained in this Charter and recommend changes to the Board when appropriate.

 

 

 

 

·

Review the Committee Charter and recommend changes to the Board when appropriate.

 

 

 

 

·

Review and make recommendations to the Board regarding the size, composition and tenure of the Board.

 

 

 

 

·

Review and make recommendations to the Board regarding Board compensation.

 

 

 

 

·

Perform any other activities which the Committee or the Board deems appropriate.

 

Committee Resources

 

The Committee may retain consultants and advisors to assist it in the process of identifying and evaluating candidates. The Committee may also seek advice from the Company’s regular counsel or retain separate counsel. The Company shall provide funding for the Committee to perform its duties and responsibilities.

 

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EXHIBIT 99.4

 

WETRADE GROUP INC.

Whistleblower Policy

 

WeTrade Group Inc. (the “Corporation”) is committed to maintaining the highest standards of business conduct and ethics in its accounting standards and disclosures, internal accounting controls, and audit practices. It is the policy of the Corporation to comply with and require its directors, officers, and employees to comply with all applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders. Every employee has the responsibility to assist the Corporation in meeting these requirements.

 

The Corporation’s internal controls and corporate reporting and disclosure procedures are intended to prevent, deter and remedy any violation of the applicable laws and regulations that relate to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against the shareholders. Even the best systems of control and procedures, however, cannot provide absolute safeguards against such violations. The Corporation has a responsibility to investigate and, if required, report to appropriate governmental authorities, any violations relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders, and the actions taken by the Corporation to remedy such violations.

 

This policy governs the process through which employees and others, either directly or anonymously, can notify the Corporation’s Audit Committee of potential violations or concerns. In addition, this policy establishes a mechanism for responding to, and keeping records of, complaints from employees and others regarding such potential violations or concerns.

 

I.

Reporting Alleged Violations or Concerns

 

If an employee reasonably believes that any Corporation employee or other person acting on behalf of the Corporation has violated any legal or regulatory requirements or internal policy relating to accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements, the employee should immediately report his or her concern to the chairman of the Audit Committee at the whistleblower email address that will be published on the Company’s website.

 

If an employee is not comfortable reporting a concern to the Audit Committee Chairman, he or she should report the concern to any supervisor or member of management whom he or she is comfortable approaching. Any manager or other supervisory employee who receives a report of an alleged violation must immediately forward the report to the Audit Committee Chairman.

 

The Audit Committee is composed entirely of directors of the Corporation who are independent of the officers and management of the Corporation. The Audit Committee is solely responsible for investigating and responding to reports of violations regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements.

 

 
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Reports of alleged violations may be submitted to the Audit Committee anonymously if the employee desires. Although anonymous reports may be submitted via any of the above methods, reports submitted by e-mail or telephone tend to be less likely to remain anonymous and confidential than those submitted in writing. All reports of alleged violations, whether or not they were submitted anonymously, will be kept in strict confidence to the extent possible, consistent with the Corporation’s need to conduct an adequate investigation.

 

Reports of alleged violations should be factual, rather than speculative or conclusory, and should contain as much specific detail as possible to allow for proper assessment. The complaint describing an alleged violation or concern should be candid and should set forth all of the information that the employee knows regarding the allegation or concern. In addition, the complaint should contain sufficient corroborating information to support the commencement of an investigation. The Corporation may, in its reasonable discretion, determine not to commence an investigation if a complaint contains only unspecified or broad allegations of wrongdoing without appropriate factual support.

 

II.

Investigation of Complaints

 

Upon receipt of a complaint alleging a violation of any state or federal law or internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements, the Audit Committee, or a designated member of the Committee, will make a determination as to whether a reasonable basis exists for commencing an investigation into the conduct alleged in the complaint. If the Audit Committee or its designated member concludes that an investigation is warranted, it shall take appropriate measures to implement a thorough investigation of the allegations. The Audit Committee shall have the authority to obtain assistance from the Corporation’s management, counsel or auditors, or to retain separate outside legal or accounting expertise as it deems necessary or desirable in order to conduct the investigation.

 

At each meeting of the Audit Committee, the Committee will discuss the status of any ongoing investigation and review the resolution of each complaint submitted since the previous meeting of the Committee, whether or not the complaint resulted in the commencement of a formal investigation.

 

III.

Corrective Action

 

The Audit Committee is ultimately responsible for determining the validity of each complaint and fashioning, with the input of its advisors and Corporation management, if requested, the appropriate corrective action. The Committee shall report any legal or regulatory noncompliance to Corporation management and ensure that management takes corrective action including, where appropriate, reporting any violation to relevant governmental authorities.

 

Any director, officer, or employee deemed to have violated any law, rule or regulation, or any internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements, may be subject to disciplinary action, up to and including termination.

 

 
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IV.

No Retaliation.

 

Employees should feel confident to report violations as described above or to assist in investigations of such alleged violations. The Corporation will not tolerate retaliation or discrimination of any kind by or on behalf of the Corporation and its employees against any employee making a good faith complaint of, or assisting in the investigation of, any violation of government laws, rules, or regulations, the Corporation’s Code of Business Conduct and Ethics, internal policies regarding accounting standards or disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements.

 

V.

Retention of Complaints and Documents

 

The Audit Committee shall retain all documents and records regarding any complaint for a period of five (5) years.

 

It is against the Corporation’s policy to destroy any corporate audit or other records that are subject to or related to an investigation by the Corporation or any federal, state or regulatory body.

 

VI.

Compliance With This Policy

 

All employees must follow the procedures outlined in this policy and cooperate with any investigation initiated pursuant to this policy. Adhering to this policy is a condition of employment. The Corporation must have the opportunity to investigate and remedy any alleged violations or employee concerns, and each employee must ensure that the Corporation has an opportunity to undertake such an investigation.

 

This policy does not constitute a contractual commitment of the Corporation. This policy should not be construed as preventing, limiting, or delaying the Corporation from taking disciplinary action against any individual, up to and including termination, in circumstances (such as, but not limited to, those involving problems of performance, conduct, attitude, or demeanor) where the Corporation deems disciplinary action appropriate.

 

This policy in no way alters an employee’s at-will employment status with the

Corporation. Either the Corporation or an employee can terminate the employment relationship at the Corporation at any time, for any reason or no reason, with or without cause, warning, or notice.

 

VII.

Testing

 

The e-mail address for this policy is tested quarterly by the Corporation’s independent audit firm and the Chairperson of the Audit Committee provides written confirmation to the independent audit firm that the test e-mails have been received.

 
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  EXHIBIT 99.5

 

WETRADE GROUP INC.

INSIDER TRADING POLICY

    

Background

 

WeTrade Group Inc. (the “Company”) and its directors, officers and employees must act in a manner that does not misuse material financial or other information that has not been publicly disclosed. Failure to do so runs contrary to our values and integrity.In the United States, insider trading violates laws that impose strict penalties upon both companies and individuals, including both financial sanctions and possibly prison.

 

Maintaining the confidence of holders of the Company’s securities and the public markets is important. The principle underlying the Company’s policy is fairness in dealings with other persons, which requires that Company representatives not take personal advantage of undisclosed information to the detriment of others who do not have the information.

 

Compliance with this Policy is an individual responsibility.Every officer, director and other employee, contractor and consultant has the individual responsibility to comply with this Policy against improper insider trading.This may, from time to time, require that they forego a transaction in the Company’s securities even if they had planned to make the transaction before they learned of material nonpublic information.They may have to forego an anticipated gain or suffer a loss by waiting to trade.Likewise, delaying a transaction to comply with this Policy may present a hardship if individuals face a personal financial emergency.However, in each case this Policy must be followed by the individual wishing to trade in the Company’s securities without exception.

    

General Policy

 

No director, officer, employee, contractor or consultant (“Covered Persons”) of the Company or its subsidiaries may trade in the Company’s securities unless they are sure that they do not possess material nonpublic information. No Covered Person may disclose material nonpublic information to others who might use it for trading or pass it along to others who might trade.

 

Covered Persons must protect material nonpublic information from disclosure and report any suspected leaks of this information to the Company’s CFO or General Counsel.Covered Persons must not discuss material nonpublic information with any person inside or outside of the Company who does not need that information for a legitimate business purpose.

 

Besides the Company’s securities, Covered Persons may not trade in securities of any other company unless they are sure that they do not possess any material nonpublic information about that company that was obtained in the course of their employment with the Company, such as information about a major transaction being considered or negotiated.

 

 
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Covered Persons must not recommend to anyone the purchase or sale of the Company’s securities or the securities of any other company when they are aware of material nonpublic information about the company involved.

 

Anyone who is a member of the immediate family of, or living in the same household as, a Covered Person will also be considered a Covered Person for purposes of this Policy.Also included are any persons or entities, including trusts, corporations, partnerships or associations, whose decisions are directed, influenced or controlled by a Covered Person.Even after a Covered Person severs their employment or other relationship with the Company, they will continue to be prohibited from trading on the basis of material nonpublic information, sharing it with others or providing tips based on this information.

   

Trading Prohibitions during “Blackout Periods”

 

In furtherance of the general policy described above, Covered Persons may only trade in the Company’s securities when no “Blackout Period” is in effect, provided that there is no other prohibition described in this Policy.Regular blackout periods occur each quarter beginning on the first day of the calendar month after each fiscal quarter closes (April 1, July 1, October 1 and January 1) and continuing through the end of the first trading day following the public release of the Company’s financial results for that fiscal quarter.Additional ad-hoc blackout periods may be declared from time to time by the Compliance Officer.Because of the unpredictability of ad-hoc blackout periods, Covered Persons should contact the Compliance Officer whenever they are considering a transaction in the Company’s securities.

 

For directors and officers of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16 D&Os”) wishing to trade, they must not only follow the blackout period restrictions but must also comply with the notification and preclearance procedures described below.

 

Illustration – Blackout Period

 

If financial results for a quarter scheduled to end June 30 are released before the stock market opens on August 8, Covered Persons are prohibited from trading from July 1 through August 8, but could trade from August 9 through September 30 (unless they are aware of material nonpublic information or the Compliance Officer has declared a special blackout period).

  

Trading when no Blackout Period is in Effect

 

Merely because a blackout period is not in effect does not mean that unrestricted trading can commence.Trading between blackout periods does not amount to a “safe harbor” through which insider trading liability can be avoided.To the contrary, Covered Persons must always use good judgment when making trading decisions, particularly when there is any possibility that material non-public information could be involved.Also, there may be compelling reasons to voluntarily limit trading beyond what is legally required.The investment community regularly follows buying and selling practices by Section 16 D&Os.Also, the Chief Executive Officer, President or Board of Directors may have preferences regarding trading conduct by the executive group.

  

 
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Requirement for Preclearance of Trades for Section 16 D&Os

 

Section 16 D&Os may not engage in any transaction involving the Company’s securities without first obtaining pre-clearance of that transaction from the Compliance Officer.Prior to initiating any transaction in the Company’s securities, a Section 16 D&O must deliver to the Compliance Officer a written notice describing any intended transaction in the Company’s securities during a permitted trading period (a form to request preclearance is attached as Exhibit A.)Notices of intended transactions and requests for approval may be delivered by fax or e-mail to the Compliance Officer. Clearance in response to a written request for approval will generally be valid until the end of the current permitted trading period, unless an earlier deadline is imposed by the Compliance Officer or the requesting party is advised to the contrary.

   

Form 144 Reports

 

Section 16 D&Os are required to file a Form 144 before making an open market sale of the Company’s securities. Form 144 notifies the Securities and Exchange Commission of the intention of such individuals to sell the Company’s securities. This form is the responsibility of the Section 16 D&Os but is often prepared and filed by the individual’s broker and is in addition to the Section 16 reports on Forms 3, 4 and 5 that must be filed by Section 16 D&Os.

    

Hedging Transactions

 

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a participant to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the participant to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the participant may no longer have the same objectives as the Company’s other stockholders. Therefore, the Company strongly discourages you from engaging in such transactions.Accordingly, all employees (including officers) and directors of the Company, and their designees, are prohibited from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of equity securities of the Company granted to them or held, directly or indirectly, by them. Notwithstanding the foregoing, employees and directors of the Company, and their designees, may engage in general portfolio diversification transactions or investments in broad-based index funds.

    

Margin Accounts and Pledges

 

Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in the Company’s securities, directors, officers and other employees are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

 

 
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Short-Swing Trading Restrictions

 

Section 16 D&Os must also comply with the reporting obligations and limitations on short-swing trading transactions imposed by Section 16 of the Securities Exchange Act of 1934.Among other things, Section 16 may require Section 16 D&Os to pay over to the Company any profit realized from any purchase and sale (in either order) of the Company’s securities that occur within six months of each other, unless an exemption exists.

    

Additional Restrictions

 

In addition to the other restrictions described in this Policy, Covered Persons are also prohibited from engaging in the following additional transactions with respect to the Company’s securities:

   

 

·

Short sales of the Company’s securities;

 

 

 

 

·

Buying or selling put or call options on the Company’s securities; and

 

 

 

 

·

Engaging in limit orders, standing orders or other pre-arranged transactions that execute automatically, except for “same-day” limit orders and approved 10b5-1 plans that are not otherwise subject to limitations.

 

Definitions

 

Securities include common stock and derivative securities such as put and call options, options to acquire common stock including company-granted stock options, warrants, convertible debentures, preferred stock, and debt securities such as bonds and notes.

 

Trading includes buying or selling of securities.Bona fide gifts of securities will not be considered trading that is subject to this Policy, although you are asked to refrain from making gifts of securities if you are aware of material nonpublic information and have reason to believe that the gift recipient may soon sell the securities.Also, this Policy will not consider it to be trading regulated by the policy for a Covered Person to purchase the Company’s securities through exercise of a company granted stock option, or to elect to have the Company withhold shares subject to a stock option or other equity-based award to satisfy tax withholding requirements.However, sales of securities, whether they were purchased outright or were obtained through exercise of a stock option, are always subject to this Policy, including sales involving a broker-assisted cashless exercise of stock options (i.e., where a sale of some or all of the shares associated with a stock option happens at essentially the same time as the exercise of the option).

 

Material Information is any information that a reasonable investor would consider important in a decision to buy, sell or hold the securities. Any information that could reasonably be expected to affect the price of the securities is likely to be considered material. The public, the media, and the courts may use hindsight in judging what is material, and the information may be positive or negative.See below for examples of items that are customarily viewed as material information.

 

Nonpublic means the information has not yet become publicly available or has been disclosed so recently that sufficient time has not yet passed to allow the information to become widely available among investors and the financial community. Release of information to the media does not immediately free Covered Persons to trade.Covered Persons should refrain from trading until the market has had an opportunity to absorb and evaluate the information. If the information has been widely disseminated, it is usually sufficient to wait at least 48 hours after publication.

  

 
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Penalties for Non-Compliance

 

Violations of this Policy may result in discipline up to and including termination of employment, as well as ineligibility to participate in the Company’s equity incentive plans.Civil and criminal penalties for violating insider trading laws are severe under U.S. laws, including Securities and Exchange Commission (SEC) Rule 10b-5 which prohibits trading on material nonpublic information.If you trade on, or “tip” others regarding, material nonpublic information, you are subject to civil penalties of up to 3 times the profit gained or loss avoided, criminal fines of up to $5,000,000 and imprisonment of up to 20 years, plus prejudgment interest and private party damages.Violations adversely affect the Company’s reputation.Furthermore, if the Company fails to take appropriate steps to prevent insider trading, the Company and its directors, officers and other supervisory personnel may be subject to “controlling person” liability and potential civil and criminal penalties.

   

Inquiries

 

Inquiries regarding any of the provisions or procedures of this Insider Trading Policy should be directed to the Company’s CFO or General Counsel.

    

Examples of Material Information

 

Examples of particularly sensitive information that is presumed material include:

 

 

·

Financial results or financial condition

 

 

 

 

·

Projections of financial results or financial condition

 

 

 

 

·

News of a pending or proposed merger, divestiture, or acquisition

 

 

 

 

·

Default under a significant financing arrangement, or financial liquidity problems

 

 

 

 

·

Gain or loss of a material supplier, customer or financing relationship

 

 

 

 

·

New business strategies of a significant nature

 

 

 

 

·

New equity or debt offerings

 

 

 

 

·

Significant litigation exposure due to actual or threatened litigation

 

 

 

 

·

Significant regulatory exposure due to actual or threatened action by state or federal regulators

 

 

 

 

·

Major management changes or changes in control of the company

 

 

 

 

·

Major restructuring actions or asset impairments

 

 

 

 

·

Changes in auditors

 

 
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·

Major events regarding a company’s securities (such as defaults, redemptions, stock splits, repurchase plans, changes in dividends)

 

 

 

 

·

Discovery of an error in the company’s financial statements or notification from an independent auditor that the company may no longer rely on a previously issued audit report or completed interim review

 

 

 

 

·

Creation of a material financial obligation, including long-term or short-term debt, capital or operating lease, or off-balance sheet arrangement

 

 

 

 

·

Failure by the company to satisfy a rule or standard for the continued listing of the company’s securities on a national exchange

  

Appointment and Duties of the Compliance Officer

 

The Company has appointed the Company’s General Counsel as the Insider Trading Compliance Officer (“Compliance Officer”).The Compliance Officer may assign certain of the related duties to another Company employee from time to time.

 

The appointment of a Compliance Officer does not shift responsibilities under this Policy away from the individual.The individual remains solely responsible for compliance with this Policy.The duties of the Compliance Officer are strictly for the Company’s benefit.Neither the Compliance Officer nor any of the Company’s employed or retained attorneys shall be deemed to represent individual employees or other Covered Persons.

 

The duties of the Compliance Officer shall include the following:

 

 

·

Pre-clearance of all transactions involving the Company’s securities by Section 16 D&Os (other than transactions made pursuant to an approved Rule 10b5-1 trading plan).

 

 

 

 

·

Coordinate with the Company’s internal counsel (or other designated party) in the preparation and filing of Section 16 reports (Forms 3, 4 and 5) for all Section 16 D&Os.

 

 

 

 

·

Serve as the Company’s designated recipient of copies of reports filed with the Securities and Exchange Commission by Section 16 D&Os under Section 16 of the Exchange Act.

 

 

 

 

·

Communicate ad-hoc blackout periods that may be declared from time to time under this Policy.

 

 

 

 

·

Coordinate the circulation of this Policy (and/or a summary thereof) to all Covered Persons upon adoption and any amendment hereto, and to new Covered Persons joining or serving the Company.

 

 
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EXHIBIT 99.6

WETRADE GROUP INC.

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

WeTrade Group Inc. (the “Company”) is adopting this Code of Business Conduct and Ethics (the “Code”) to formalize the Company’s continuing expectations regarding ethical conduct. This Code applies to the directors, officers and employees of the Company and each of its subsidiaries.

 

This Code is intended to satisfy the requirements of Section 406 of the Sarbanes-Oxley Act of 2002, regarding the adoption of a code of ethics for senior officers, the Nasdaq Stock Market listing standards regarding the adoption of a code of conduct for directors, officers and employees, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

 

Honest and Ethical Conduct

 

The Company is committed to conducting its business in accordance with the highest ethical principles. Each director, officer and employee is expected to conduct his or her affairs with uncompromising honesty and integrity. Specifically, each director, officer and employee must:

 

(i)

Adhere to a high standard of honesty and integrity and not seek competitive advantage through unlawful or unethical business practices.

 

 

(ii)

Become familiar with, and conduct the Company’s business in compliance with, applicable governmental laws, rules, and regulations.

 

 

(iii)

Treat all customers and suppliers honestly.

 

 

(iv)

Promote equal opportunity for all directors, officers and employees while providing a work environment free of any form of discrimination or harassment.

 

 

(v)

Safeguard and properly use the Company’s proprietary information assets and other resources.

 

 

(vi)

Maintain confidentiality of nonpublic information and not act on such information for personal gain.

 

 

(vii)

Maintain the skills necessary and relevant to serve the Company’s needs.

 

 

(viii)

Achieve responsible use of and control over all assets and resources employed by or entrusted to each such person.

   

(ix)

Promptly report to the Audit Committee any violation of this Code.

 

 
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Conflicts of Interest

 

Each director, officer and employee has an obligation to act in the best interests of the Company and is expected to avoid engaging in activities that create an actual or apparent conflict between his or her personal interests and the interests of the Company. A conflict of interest may arise when a director, officer or employee takes an action or has a personal interest that may influence his or her objectivity or the exercise of sound, ethical business judgment. The following situations are examples of conflict of interest situations:

 

(a) Owning or holding a substantial financial interest in a company which has material business dealings with the Company or which engages in any significant line of business engaged in by the Company.

  

(b) Acting as a director or officer for any business enterprise with which the Company has a competitive or significant business relationship, unless so requested or approved by the Company.

 

(c) Accepting gifts, payments, or services of significant value from those seeking to do business with the Company.

 

(d) Knowingly competing with the Company in the purchase or sale of property or diverting from the Company a business opportunity in which the Company has or is likely to have an interest.

 

(e) Placing of Company business with a firm owned or controlled by a Company employee, officer or director without the prior specific approval of the Board.

 

It is the Company’s policy that actual or apparent conflicts of interest are to be avoided if possible and must be fully disclosed to the full board of directors. Any material transaction or relationship involving a potential conflict of interest must be approved in advance by the board. In addition, each “related party transaction” of the Company must be reviewed and approved by the Audit Committee. For these purposes, a “related party transaction” shall be defined as set forth in the Audit Committee Charter.

 

Disclosure

 

The Company’s public filings, including its filings with the SEC, must be full, fair, accurate, timely, and understandable. Depending on his or her position with the Company, any director, officer or employee may be called upon from time to time to provide information necessary to achieve this objective. The Company expects each director, officer and employee to take this responsibility very seriously and to provide full, fair, and accurate information upon request in a timely and understandable manner.

 

Each director, officer and employee must promptly bring to the attention of the Company’s Audit Committee any material information of which that individual has become aware that affects the disclosures made by the Company in its public filings or otherwise, and to otherwise assist the Audit Committee in fulfilling its responsibilities.

 

 
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In addition, each director, officer and employee must promptly bring to the attention of the Audit Committee any information that the individual may have concerning (a) deficiencies in the design or operation of the Company’s internal controls which could materially affect the Company’s ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves any officer, or that involves an employee who has a significant role in the Company’s financial reporting, disclosures, or internal controls.

 

Compliance with Laws

 

The Company has always required that all of its employees conduct the Company’s operations in accordance with all applicable governmental laws, rules and regulations. Each director, officer and employee has the obligation to understand those laws, rules and regulations that apply to them in the performance of their jobs and to take such steps as are necessary to ensure that the Company’s operations with which they are involved are conducted in conformity with those laws. The failure of a director, officer or employee to strictly adhere to the letter and the spirit of the law could result in both personal and corporate criminal liability.

 

Reporting and Accountability

 

Each director, officer and employee is personally accountable for his or her adherence to this Code. Any violation of the Code must be promptly reported to the Audit Committee.

 

Upon receiving a report alleging a violation of the Code, the Audit Committee, or its designee, shall investigate the alleged violation of this Code. In the event the Audit Committee determines that a violation has occurred, the Audit Committee shall make a recommendation to the board of directors of the action to be taken. The board of directors shall make the final determination of the action to be taken, provided that any board member alleged of violating this Code shall not be entitled to vote on such action. Such action may include, if appropriate, termination of employment and reporting of violations to applicable government authorities.

 

Waiver

  

Any waiver of this Code for executive officer or directors may be made only by the board of directors. Such waivers must be disclosed to stockholders to the extent required by applicable law.

  

 
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EXHIBIT 99.7

   

To The Board of Directors of WeTrade Group Inc.,

 

I hereby tender my immediate resignation as Chief Executive Officer of WeTrade Group Inc. I intend to remain on the Board of WeTrade Group Inc. and serve in other capacities.

 

Sincerely,

Dai Zheng

September 1, 2020