Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On
Following these resignations and subject to the planned addition of one or more
new independent directors, the Board will be comprised of three members,
including one independent director-Mr.
The Company is a "Foreign Private Issuer" as defined in Rule 3b-4 under the
As a Foreign Private Issuer, the Company is relying on the provisions of Listing Rule 5615(a)(3) as follows:
? Audit Committee: Rule 5615(a)(3) requires that the Company have an Audit
Committee meeting the requirements of Listing Rules 5605(c)(3) and
5605(c)(2)(A)(ii). Listing Rule 5605(c)(3) requires the Audit Committee to have
specified authority and responsibilities and Listing Rule 5605(c)(2)(A)(ii)
requires each member to meet the requisite independence standards but neither
requires that the Audit Committee have more than one member. The Company
intends to add at least one additional Audit Committee member meeting the
requisite independence standards.
? Compensation Committee: Rule 5615(a)(3) exempts Foreign Private Issuers from
all Compensation Committee requirements, including the requirement that
Compensation Committee have at least two independent directors each of whom
meets the requisite independence standards. The Company intends to maintain its
Compensation Committee and intends to add an additional member meeting the
requisite independence standards.
? Majority Independent Directors: Subject to possible changes in Board
composition, the Company is relying on the provisions of Listing Rule
5615(a)(3) to exempt it from the requirement that on or after
(the one-year anniversary of the Company's initial public offering) a majority
of the Board be comprised of independent directors.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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