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

(c) On January 25, 2023 Quality Online Education Group Inc. (the "Company") announced that it had appointed Zhenzheng Mao as the Company's Chief Financial Officer and accepted the resignation of William Tam effective January 25, 2023.

Mr. Mao (age 44) previously served as Chief Financial Officer and other senior management roles in various companies in Southeast Asia and Canada including different Equity Investment Management Company and Asset Management and Investment Company. Mr. Mao has 20 years professional experience in financial management, financial planning and analysis, audit and internal control.

Mr. Mao's annual salary will be CAD $150,000 in which CAD $120,000 will be paid out in restricted common shares at the price of USD $0.02 and the exchange rate will be based on the day of issuance. Mr. Tam will be eligible to a receive a discretionary annual equity award based on performance.

This brief description of the terms of the Agreement is qualified by reference to the provisions of the Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.

There are no family relationships between Mr. Mao and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Mao that would require disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release on January 25, 2023, announcing the appointment of Mr. Mao as the Company's Chief Financial Officer, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number     Description
10.1         Employment Agreement, dated January 25, 2023 between Zhenzheng Mao
           and Quality Online Education group Inc.
99.1         Press Release dated January 25, 2023 announcing the appointment of
           Zhenzheng Mao as the Company's Chief Financial Officer




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