Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2022, a majority of the Corporation's shareholders entitled to
vote through a written consent, approved the increase in the authorized number
of shares of Common Stock and the filing of the Certificate of Amendment to the
Articles of Incorporation so that the Corporation shall have 1,010,000,000
authorized shares of capital stock with 1,000,000,000 shares designed as $0.0001
par value Common Stock and 10,000,000 designated as $0.0001 par value Preferred
Stock.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Two Non-Executive Independent Directors
On August 25, 2022, the Board of Directors appointed Ms. Lili Zhang and Ms.
Lingya Jia as non-executive independent members of the Board of Directors of the
Corporation to serve until the next meeting of the Board of Directors of the
Corporation following the Annual Shareholder's meeting or until her respective
successor shall have been elected.
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Biographies
Ms. Lili Zhang is a non-executive independent member of the Board of Directors.
Ms. Zhang has thirteen years of experience in high-end international financial
planning industry developing an expertise in private placement, asset
allocation, trust, insurance, and other industries. Currently, Ms. Zhang is
employed as an assistant to the president of America Great Health co-managing
important issues.
From 2014 to 2020, Ms. Zhang was employed for a period of 7 years as a senior
financial manager in Zhongtian Jiahua Wealth Management Co. Ltd. and for a
period of 3 years with Wells Fargo Chase Asset Management Co. Ltd., providing a
full range of asset allocation, trust, asset management, private equity, equity
investment, overseas immigration, Hong Kong insurance and other investment
products for high-end customers. From 2012 to 2014, Ms. Zhang served as a VIP
account manager in DBS Beijing Branch providing comprehensive asset allocation
consulting for middle and high-end clients and whose performance ranked first in
Beijing Branch and third in Northern region in China. From 2009 to 2012, Ms.
Zhang was employed at the Beijing Branch of ICBC AXA Life Insurance Co., LTD.
(ICB-AXA) where her duties included assisting the company in actively fulfilling
the business targets established by AXA Holding Company in France and providing
customized health protection and asset preservation planning services for
clients.
Ms. Zhang graduated from Nankai University in the People's Republic of China
with a bachelor's degree in 2007. She currently has permanent residency in the
United States and is also qualified as an insurance agent and fund practitioner
in China.
Ms. Lingya Jia is a non-executive independent member of the Board of Directors.
Ms. Jia has an extensive background in international business relations and
brand crisis management with a wide range of experience in the capital markets,
business researching and marketing communication advertisements.
From 2018 to 2021, Ms. Jia served as the brand product marketing director of CV
China, an influential VC/PE media organization in the People's Republic of
China, where she was responsible for several listed companies in communication
training and business plan guidance, capital market analysis reports and other
brands' external cooperation. From 2016 to 2018, Ms. Jia worked at Edelman
International PR (PRC) Co. Ltd., the branch of a large independent
communications group in the United States, as the account executive of market
communication, branding promotion and analysis for tech clients, including
Tencent Ads BU, a smartphone vendor Vivo and other international brands.
Ms. Jia graduated from University of Bath (UK) with a Master's in Arts with
International Relations studies in 2015 and Shanghai International Studies
University with a Bachelor's in Management. During this time, Ms. Jia also
obtained related qualifications of fund and securities in the People's Republic
of China.
Item 7.01. Regulation FD Disclosure
On August 25, 2022, the Company's Board of Directors approved a certificate of
amendment to its Articles of Incorporation in order to effectuate a 10 for 1
forward stock split (the "Stock Split") of its outstanding Common Stock. The
Board of Directors established a record date of September 16, 2022, for the
Stock Split. The Company will file a Certificate of Change with the Secretary of
State of Nevada on approximately September 16, 2022. The 10:1 forward split will
be effective at 12:01 AM (Eastern Daylight time) on September 17, 2022. Our
common stock will begin trading on a post-split basis at the opening of trading
on the US markets on September 19, 2022.
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Each shareholder of record as of September 16, 2022 (the "Record Date) will
receive ten (10) shares of Common Stock for each one share (1) of Common Stock
held as of the record date. No fractional shares of common stock will be issued
in connection with the Stock Split. Instead, all shares will be rounded up to
the next whole share. In connection with the Stock Split, which did not require
shareholder approval under the Nevada corporation law, the number of authorized
shares of common stock of the Company was increased as the shares of outstanding
common stock were increased in the Stock Split from 200,000,000 authorized
shares to 1,000,000,000 authorized shares of Common Stock.
The Company's transfer agent is Transhare Corp., 15500 Roosevelt Blvd., Suite
301, Clearwater, Florida 33760, telephone: 727.289.0010.
See Press Release attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit
Number Description
3.1 Certificate of Amendment to the Articles of Incorporation of Kun Peng
International Ltd.*
99.1 Joint Written Consent of the Board of Directors and Majority
Consenting Stockholder of Kun Peng International Ltd. approving the
increase of its authorized capital structure from 200,000,000 shares of
$0.0001 par value common stock to 1,000,000,000 shares of $0.0001 par
value common stock, and retaining the previously authorized $0.0001 par
value preferred shares, which may be issued in series and with such
voting powers, designation, preferences, limitations, restrictions and
relative rights as the Board of Directors may determine in its sole
discretion. **
99.2 Kun Peng International Ltd Press Release dated September 5, 2022. *
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* To be filed by amendment
** Filed herewith
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