Form 8-K - Current report

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2024

 

Future FinTech Group Inc.

(Exact name of registrant as specified in its charter)

 

Florida		001-34502		98-0222013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY 10036

(Address of principal executive offices, including zip code)

 

888-622-1218

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		FTFT		Nasdaq Stock Market

 

 

 

 

 

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

 

On September 30, 2024, the Board of Directors (the “Board”) of Future FinTech Group, Inc. (the “Company”) received a resignation letter from Mr. Johonson (Shun-Pong) Lau, to resign from the positions as a member of the Board, Chairman of the Audit Committee and a member of Compensation Committee, effective on September 30, 2024. Mr. Lau’s resignation is due to his other business commitments and not because of any disagreement with the Board.

 

On October 1, 2024, the Board appointed Mr. Mingyong Hu as a member of the Board, Chairman of the Audit Committee and a member of Compensation Committee of the Board, effective immediately, to fill the vacancy following the resignation of Mr. Lau.

 

Mr. Mingyong Hu, age 46, was the founder and CFO of Beijing Xiaowu Supply Chain Technology Co., Ltd. from August 2021 to April 2024. From March 2019 to July 2021, Mr. Hu was the executive vice president of Zhenghua Guotai International Trading Co., Ltd. From October 2017 to March 2019, Mr. Hu was the general manager of Zhongrong Dinghui (Beijing) Equity Investment Fund Management Co., Ltd. From January 2016 to October 2017, Mr. Hu was the executive vice president of Zhongsheng Wantong Equity Investment Fund Management (Beijing) Co., Ltd. From June 2007 to December 2015, Mr. Hu was a partner and executive deputy general manager of Zhonghao Investment Group Co., Ltd.

 

Mr. Mingyong Hu received his bachelor’s degree in accounting from Hunan University in July 2001. Mr. Hu is a Certified Public Accountant of China, and he also holds Certification of Securities Professional and Fund Qualification Certificate in China.

 

There are no arrangements or understandings between Mr. Mingyong Hu and any other person pursuant to which Mr. Hu was appointed as a director of the Company. In addition, there is no family relationship between Mr. Hu and any director or executive officer of the Company. The Board deems Mr. Hu an “independent director” as defined by NASDAQ Rule 5605(a)(2). The Board also determines that Mr. Hu an “audit committee financial expert” as defined by NASDAQ Rule 5605(c)(2)(A) and Item 407(d)(5) of Regulation S-K.

 

In connection with his appointment, the Company entered into a director agreement with Mr. Mingyong Hu (the “Agreement”) on October 1, 2024. Under the terms of the Agreement, Mr. Hu shall receive from the Company a fee in the amount of US$10,000 a year for his director services, payable quarterly. The Agreement imposes certain customary confidentiality and non-disclosure obligations on Mr. Hu customary for the agreements of this nature. The foregoing description is merely a summary of the Agreement and therefore does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Exhibit Title or Description
10.1		Director Agreement by and Between the Company and Mingyong Hu dated October 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Future FinTech Group Inc.
Date: October 4, 2024	By:	/s/ Hu Li
	Name:	Hu Li
	Title:	Chief Executive Officer

 

 

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Exhibit 10.1

 

DIRECTOR AGREEMENT

 

This Director Agreement (the “Agreement’’) is made and entered into as of October 1, 2024 (the “Effective Date”), by and between Future FinTech Group Inc. (the “Company”), and Mingyong Hu, an individual (the “Director”).

 

I. SERVICES

 

1.1 Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board”), the Chairman of the Audit Committee and a member of the Compensation Committee of the Board. Director agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board and serve as a director so long as she is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Incorporation, Bylaws and any applicable stockholders’ agreement of the Company and until such time as she resigns, fails to stand for election, fails to be elected by the stockholders of the Company or is removed from his position. Director may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.

 

1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and stock exchange rules as well as the Articles of Incorporation and Bylaws of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by Director and the Company (the “Director Services”).

 

1.3 Member of Committees. Director agrees to serve as a member of Compensation Committee and the Chairman of the Audit Committee of the Board. The Company and the Director acknowledge that all official appointments to committees of the Board are made by the Board.

 

1.4 Expiration Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date on which Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.

 

II. COMPENSATION

 

2.1 Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.

 

2.2 Fees to Director. The Company agrees to pay Director a fee of US$10,000 a year for Director Services, service as a member of the Compensation Committee and the Chairman of the Audit Committee of the Board and other services mutually agreed by the parties. The fee to the Director shall be paid by the Company quarterly. 

 

III. CONFIDENTIALITY AND NONDISCLOSURE

 

3.1 Confidentiality. During the term of this Agreement, and for a period of five (5) years after the Expiration Date, Director shall maintain in strict confidence all information she has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship with the Company (the “Confidential Information”).

 

 

 

3.2 Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the benefit of the Company hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as being specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through his, or of which she becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

 

3.3 Return of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.

 

IV. COVENANTS OF DIRECTOR

 

4.1 No Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm, partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with Director’s obligations to his current affiliation or other current relationships with the entity or entities. A business shall be deemed to be “competitive with the Company” for purpose of this Article IV if and to the extent it engages in the business substantially similar to the Company’s businesses described in its annual report. The ownership by the Director of not more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.

  

4.2 Noninterference with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or its employment, contractual or other relationship with the Company.

 

V. TERM AND TERMINATION

 

5.1 Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date.

 

5.2 Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.

 

5.3 Survival. The rights and obligations contained in Articles Ill and IV will survive any termination or expiration of this Agreement.

 

VI. MISCELLANEOUS

 

6.1 Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

 

6.2 No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

 

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6.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address s either party may specify in writing.

 

6.4 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

 

6.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company.

  

6.6 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

 

6.7 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

6.8 Governing Law. Any disputes arising from or in connection with this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of state of New York.

 

(Signature pages to follow)

 

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lN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

Company: Future FinTech Group Inc.			Director:
By:	/s/ Hu Li		By:	/s/ Mingyong Hu
Name:	Hu Li, Chief Executive Officer		Name:	Mingyong Hu
Address:	Americas Tower, 1177 Avenue of The		Address:
	Americas
	Suite 5100, New York, NY

 

 

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Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-34502
Entity Registrant Name	Future FinTech Group Inc.
Entity Central Index Key	0001066923
Entity Tax Identification Number	98-0222013
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	Americas Tower
Entity Address, Address Line Two	1177 Avenue of The Americas
Entity Address, Address Line Three	Suite 5100
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	888
Local Phone Number	622-1218
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	FTFT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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