Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Change of Officers

On January 9, 2020, Mr. Jiaxi Gao resigned from his position as Chief Executive Officer ("CEO") of Bat Group, Inc. (the "Company") effective immediately. Mr. Gao's resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices.

On January 9, 2020, Ms. Renmei Ouyang resigned from her position as Chief Operating Officer of the Company. Ms. Ouyang's resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices.

On the same date, the Board appointed Ms. Ouyang as the CEO of the Company to fill the vacancy created by the resignation of Mr. Gao.

Ms. Ouyang entered into an amendment (the "Amended and Restated Ouyang Employment Agreement") to the executive employment agreement with the Company dated October 17, 2019, pursuant to which she was appointed as the Chief Operating Officer of the Company. Pursuant to the Amended and Restated Ouyang Employment Agreement, she shall receive an annual compensation of $600,000 as the new CEO and the other terms and conditions governing her service to the Company remain the same. The Amended and Restated Ouyang Employment Agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.





Change of Directors

On January 9, 2020, Ms. Yang An resigned from her position as a director of the Board. Ms. An's resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices.

On January 9, 2020, the Board appointed Mr. Qun Xie as the Chief Strategy Officer of the Company, and as a director of the Board to fill the vacancy created by the resignation of Ms. An.

The biographical information of Mr. Xie is set forth below.

Mr. Xie served as the executive partner of Shanghai Zhenhe Investment Management Center from 2014 to 2019. From 2003 to 2013, he served as the chairman and CEO of Beijing Hualu Management Consulting Company. Mr. Xie served as the CEO of Shandong Sanlian Group from 1991 to 2002. He holds a Bachelor's Degree from Anhui University of Technology in China.

Mr. Xie does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Xie entered into an executive employment agreement (the "Xie Employment Agreement") with the Company, which sets his annual compensation at $300,000 and establishes other terms and conditions governing his service to the Company. The Xie Employment Agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.2.

Mr. Xie has also entered into a director agreement (the "Xie's Offer Letter") with the Company, pursuant to which he shall not receive any additional compensation, and establishes other terms and conditions governing his service on the Company's Board. The Offer Letter is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.3.





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Item 9.01 Financial Statement and Exhibits





(d) Exhibits

10.1 Amended and Restated Ouyang Employment Agreement, dated January 9, 2020


     by and between the Company and Renmei Ouyang
10.2   Xie Employment Agreement, dated January 9, 2020 by and between the
     Company and Qun Xie
10.3   Xie's Offer Letter, dated January 9, 2020 by and between the Company and
Qun Xie




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