Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 14, 2021, Marcus Vincent Gomez tendered his resignation as
member of the Board. Mr. Gomez resigned for personal reasons and not the result
of any disagreement with the Company.
Effective December 16, 2021, the board of directors (the "Board") of Nocturne
Acquisition Corporation (the "Company") elected Simon Choi as a member of the
Board, as well as a member of the audit committee. The Board determined that Mr.
Simon is an "independent director" as defined in the NASDAQ listing standards
and applicable rules of the Securities and Exchange Commission.
Mr. Choi, 61, has more than 30 years of international management experience. Mr.
Choi has served as the head of the international department of Guangdong Liangma
law firm, since May 2018. Mr. Choi was the general counsel of TCL Multimedia,
heading its global legal centre from February 2005 to November 2014. Mr. Choi
served as a senior lecturer at the Hong Kong Polytechnic University from October
2001 to July 2006, at the Hong Kong Baptist University from October 1989 to July
2005, and the Open University of Hong Kong from October 1998 to July 2005. Mr.
Choi is the independent non-executive directors of Boyaa Interactive
International Limited, China Wan Tong Yuan (Holdings) Limited and an executive
director for Imperium Financial Group Limited. Mr. Choi was appointed as an
adjunct professor of law by Zhongnan University of Economics and Law from June
2013 to June 2017. Mr. Choi holds an LL.B. from the Peking University Law School
and an LL.M. from the University of London.
There are no arrangements or understandings between Mr. Choi, on the one hand,
and any other person pursuant to which any of Mr. Choi was selected as a
director of the Company. There are no family relationships between Mr. Choi and
any of the Company's other directors or executive officers, or persons nominated
or chosen by the Company to become an executive officer or director of the
Company.
There are no transactions between the Company and Mr. Choi that are subject to
disclosure under Item 404(a) of Regulation S-K.
In connection with the appointments, Mr. Choi have agreed to become a party to
that certain letter agreement, dated March 30, 2021, by and among the Company,
the Company's directors and officers, and other certain securities holders (the
"Letter Agreement") and entered into a joinder to the Letter Agreement on
December 16, 2021.
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