SHENGDA NETWORK TECHNOLOGY, INC. : change of directors or main managers, amendments to the articles of association or regulations; Year change, other events, financial statements and exhibits (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

Increase in the size of the board of directors, appointment of administrators; Appointment of the president

On August 15, 2022the board of directors (the “Board”) of Shengda Network Technology, Inc. (the “Company”) was increased to five members. Mr. Yizhong ChenMr. Hanguo LiMr. Manu Ohri and M. Yanfeng Wang were appointed independent directors of the Board, effective the same date. In addition, the current director of the board, Mr. HangJin Chen, was appointed chairman of the board, effective the same date.

The biographies of the newly appointed directors are presented below:

Yizhong Chen (59) is currently chief accountant, chairman and general manager of Zhejiang Pan’an Ankang Native Products Co.,Ltd.in which he previously held various roles since October 1996. Earlier, M.chen worked for Pan’an Deputy County Food CompanyPan’an County Supply and Marketing Co., Ltd. and Dongyang Jianshan Supply and Marketing Co., Ltd. Currently a farmer and president of the Federation of Cooperatives in Pan’an County, the People’s Republic of China (the “PRC”), and formerly a director and officer of various civic food, edible mushroom and fruit associations in the PRC. M.chen earned an undergraduate degree in business enterprise management from
Zhejiang University of Economics and Business (formerly Zhejiang Procurement and Marketing Staff College) in July 1988 and then studied at Zhejiang University City College of Business Administration EMBA. In 2014, he obtained a diploma in traditional Chinese medicine from Zhejiang Pharmaceutical College.

Hanguo Li (66) was a professor of finance and director of Securities and Futures Research in the center of Jiangxi University finance and economy since December 2007. Mr. Li has been engaged as an adviser to the Nanchang Municipal People’s Government since December 2009; external supervisor of
Bank of Nanchang since April 2015; Nanchang Cultural Property Rights Trading Center consultant since May 2015; advisor to the Jiangxi Provincial Development and Reform Association since June 2018; and thesis director of
Sirawa University, Thailand since August 2019. Mr. Li was also an independent director of each of Huazhang Chinese Media Co and Jiangxi Sanchuan Wisdom Co., Ltd. since April 2019. He previously served as an independent director of Jiangxi Guotai Group Co., Ltd. and Jiangxi Zhengbang Technology Co., Ltd. Author of books on financial audits and recipient of several awards in the PRC, Mr. Li earned a bachelor’s degree at Jiangxi University finance and economics in July 1982 and a degree in accounting from Xiamen University in July 1983. He then obtained a master’s degree in economics from
Zhongnan University finance and economics in June 1996 and a doctorate in finance from American World University in May 2003.

Manu Ohri (67) provided management consulting and business advisory services through Anarjay Concepts, Inc. from 2020 to the present day. From 2015 to 2019, Mr Ohri served as Chief Financial Officer of ToughBuilt Industries, Inc. Mr Ohri joins the company with over 25 years of practical experience in financial management and corporate leadership and working with boards of directors and financial institutions. Mr Ohri has supported several public companies in the areas of compliance with WE and international accounting and financial reporting standards, investor relations, mergers and acquisitions, strategic planning, team building and project management. Mr Ohri is a Chartered Public Accountant and a Chartered Global Management Accountant with over seven years of prior experience with Deloitte, LLP and
PriceWaterhouseCoopers, LLP. Mr Ohri earned a business degree in communications from the Delhi University in 1975 and a master’s degree in business administration from the University University of Detroit in December 1979.

Mr. Yanfeng Wang (36) was employed by Zhejiang Jingmai E-commerce Co., LTD.
since 2020. From 2015 to 2016, Mr Wang was the chief analyst of Capital Engu. Previously, Mr Wang was a lecturer and analyst of east china in
JingZhuan Software Development Co., Ltd. from 2012 to 2013. Mr Wang earned a degree in logistics management from the East China Institute of Technology in 2012 and received a Certificate in Fund Practice in 2016.

There are no family relations between any of Mr Wang, M.chen, Mr Hu Where Mr. Li or our current officers or directors. None of the directors is party to any arrangement or agreement with any person under which they were appointed as directors, or to any transaction required to be disclosed under Regulation SK Section 404(a) involving the company.


Audit Committee


On August 15, 2022, the Board has established an audit committee (the “Audit Committee”) and adopted the Audit Committee Charter, a copy of which is attached hereto as Schedule 3.1 and is incorporated herein by reference . From the same date, Mr Ohri, M.chen and Mr. Li were appointed to the audit committee, with Mr Ohri acting as chairman of the audit committee.

The Audit Committee is responsible for assisting the Board of Directors in its oversight responsibilities regarding the company’s accounting and financial reporting processes, audits of the company’s financial statements, and the qualifications and independence of auditors. independent.

The Board has determined that all of the members of the Audit Committee are “independent” within the meaning of Nasdaq Capital Market Rules. In addition, all members of the Audit Committee meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, all members of the Audit Committee meet the financial literacy requirements under the applicable rules and regulations of the Security and Exchange Commission (“SEC”) and the Nasdaq Capital Market. The Council determined that Mr. Li is an “audit committee financial expert” as defined by SECOND rules and possesses the required financial sophistication as defined by applicable Nasdaq rules and regulations.


Nominating Committee


In addition, on the same date, the Board established a Nominating Committee (the “Nominating Committee”) and adopted the Charter of the Nominating Committee, a copy of which is attached hereto as Schedule 3.2 and is incorporated herein by reference. Efficient August 15, 2022, M.chen, Mr Ohri and Mr. Li were appointed to the Nominating Committee, with M.chen acting as Chair of the Nominating Committee.

The Nominations Committee is responsible, among other things, for identifying qualified candidates and nominees to the Board of Directors and corporate officers of the Company and other matters relating to the governance of the Company.


Compensation Committee


In addition, on the same date, the Board established a Compensation Committee (the “Compensation Committee”) and adopted the Compensation Committee Charter, a copy of which is attached hereto as Schedule 3.3 and is incorporated herein by . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

On August 15, 2022the Company adopted amended and restated articles of association (the “Articles”), which came into force on the same date.

This summary description of the material terms of the Rules does not purport to be complete and is qualified in its entirety by reference to the full text of the Rules, a copy of which is attached hereto as Schedule 3.4 and is incorporated herein by reference.

Item 8.01 Other Events.



Code of Ethics


On August 15, 2022the Company has adopted a code of business conduct and ethics (“Code of Ethics”) for its directors, officers and employees which is consistent with the regulations of the SECOND. The Code of Ethics is attached as Schedule 14.1 hereto and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits.



Exhibit No.   Description
3.1             Audit Committee Charter
3.2             Nominating Committee Charter
3.3             Compensation Committee Charter
3.4             Amended and Restated Bylaws of Shengda Network Technology, Inc.
14.1            Code of Ethics
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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