Item 5.01 Change in Control of Registrant
On March 17, 2022, the Registrant entered into an Agreement on the Establishment
of Laidian Technology (Zhongshan) Co., Ltd. (the "Laidian Tech Agreement") with
Zhong Zhuowei. The Laidian Tech Agreement contemplates that the Registrant will
organize a wholly-owned subsidiary named Laidian Technology (Zhongshan) Co.,
Ltd. ("Laidian Tech") to engage in the business of providing charging services
to electric vehicles. The Laidian Tech Agreement further contemplates that Zhong
Zhuowei, who has experience in the business of EV charging, will provide the
management services required by Laidian Tech, subject to the supervision of the
Registrant's Board of Directors.
The Laidian Tech Agreement contains a covenant by Zhong Zhuowei to fund the
operations of Laidian Tech by making the following capital contributions: Year
One: 160 million RMB (U.S.$23.9 million); Year Two: 320 million RMB (U.S.$47.9
million); Year Three: 1.12 billion RMB (U.S. $167 million). In consideration of
Mr. Zhong's financial commitment and commitment to provide management services,
the Registrant agreed to issue 39,130,000 shares of its common stock to Zhong
Zhuowei upon the initiation of operations of Laidian Tech.
On May 5, 2022, pursuant to the Laidian Tech Agreement, the Registrant issued
39,130,000 shares of its common stock to Zhong Zhuowei. The shares purchased
represented 74.7% of the Registrant's outstanding shares on that date. As Mr.
Zhong had previously acquired 8,000,000 shares in private transactions, his
total ownership of 47,130,000 shares on May 5, 2022 represented 90.0% of the
Registrant's outstanding shares.
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Disposition of Assets
On April 28, 2022 the Registrant's subsidiary, Runteng Medical Group Co., Ltd.
("Runteng"), entered into an Agreement Regarding a Transfer of Harbin Jiarun
Hospital Co., Ltd.'s Equity (the "Transfer Agreement") with Zhang Junsheng, who
is the Registrant's Chairman. Pursuant to the Transfer Agreement, Runteng
transferred to Mr. Zhang equity in Harbin Jiarun Hospital Co., Ltd. ("Jiarun
Hospital") representing 70% of the total equity in Jiarun Hospital and Mr. Zhang
transferred to Runteng 5,392,000 shares of the Registrant's common stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
On April 28, 2022 the Board of Directors increased the number of members of the
Board of Directors to eight and appointed Zhong Zhuowei, Huang Zhifei and Chen
Zhuowen to fill the three vacancies. The five previous members of the Board of
Directors, Zhang Junsheng, Sun Lihua, Zhang Xuewei, Zhang Yanming and Mou
Dianjun then resigned from the Board of Directors.
The Board of Directors then accepted the resignations of all of the Registrant's
executive officers, and then elected the following individuals to serve as the
Registrant's executive officers: Zhong Zhuowei - Chairman of the Board and
President; Huang Zhifei - Chief Executive Officer; and Chen Zhuowen - Chief
Financial Officer.
Information regarding the new members of the Board and the new officers follows:
Zhong Zhuowei (Chairman, President, Director). Mr. Zhong has been appointed to
the Board to bring his extensive experience in corporate management,
specifically in the business of EV charging services, and his familiarity with
U.S. securities laws and practices. Since 2017 Mr. Zhong has served as Chairman
of Zhongshan Wanqi Investment Consulting Co., Ltd. Mr. Zhong holds a Master's
Degree in Business Administration awarded by Tsinghua University. He is 49 years
old.
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Zhifei Huang (CEO, Director). Mr. Zhifei has been appointed to the Board to
bring his experience in corporate management and project design. From 2017
through 2021 Mr. Zhifei was employed as Chief Executive Officer of Zhongshan
Yuandian Industrial Development Co., Ltd. Mr. Zhifei holds a Master's Degree in
Business Administration awarded by Sun Yat-Sen University. He is 45 years old.
Chen Zhuowen (CFO, Director). Mr. Chen has been appointed to the Board to bring
his experience in financial management. Mr. Chen has been employed since 1998 in
positions with responsibility for financial accounting. In particular, from 2017
through 2021 Mr. Zhifei was employed as Chief Financial Officer of Zhongshan
Yuandian Industrial Development Co., Ltd. From 2006 to 2016 Mr. Zhifei was
employed as Chief Financial Officer of Shanghai FuDi Company. Mr. Chen was
awarded a Master's Degree in Business Administration. He is 58 years old.
Item 9.01 Financial Statements and Exhibits
Financial Statements
Pro forma financial statements of JRSIS Health Care Corporation for the year
ended December 31, 2021 and the quarter ended March 31, 2022.
Exhibits
10-a Agreement on the Establishment of Laidian Technology (Zhongshan) Co.,
Ltd. dated March 17, 2022 between JRSIS Health Care Corporation and
Zhong Zhuowei.
10-b Agreement Regarding a Transfer of Harbin Jiarun Hospital Co., Ltd.'s
Equity dated April 28, 2022 between Zhang Junsheng and Runteng Medical
Group Co., Ltd.
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