GD Culture Group Ltd appointed Mr. Xiao Jian Wang as new CEO

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


On April 21, 2023, Mr. Hongxiang Yu tendered his resignation as the Chief Executive Officer, President, Chairman of the Board and a director of GD Culture Group Limited (the "Company"), effective April 21, 2023. The resignation of Mr. Hongxiang Yu was not a result of any disagreement with the Company's operations, policies or procedures.


On April 21, 2023, Ms. Yi Li tendered her resignation as the Chief Financial Officer of the Company, effective April 21, 2023. The resignation of Ms. Yi Li Yu was not a result of any disagreement with the Company's operations, policies or procedures.


On April 21, 2023, approved by the Board of Directors, the Nominating and Corporate Governance Committee and the Compensation Committee, Mr. Xiao Jian Wang was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective April 21, 2023, and Mr. Zihao Zhao was appointed as the Chief Financial officer of the Company, effective April 21, 2023


The biographical information of Mr. Xiao Jian Wang is set forth below:


Mr. Xiao Jian Wang, age 34, was the Vice President of Business Development at Foregrowth Inc. in Vancouver, Canadam, where he formulated and executed comprehensive business plans, achieving defined sales targets and driving market expansion, conducted training sessions for financial advisors, equipping them with in-depth knowledge of compliance requirements, market insights, and product features, and conducted extensive research and due diligence on potential alternative investment opportunities, resulting in successful acquisitions and partnerships. Prior to that, Mr. Wang was a Private Banking Consultant and an Interbank Commercial Paper Trader at China Minsheng Bank in Chongqing, China. Mr. Wang received his Bachelor of Science in Mathematics degree from University of British Columbia in 2012. 


Mr. Xiao Jian Wang does not have a family relationship with any director or executive officer of the Company. Mr. Xiao Jian Wang has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. 


Mr. Xiao Jian Wang entered into an employment agreement with the Company and agreed to receive an annual compensation of $50,000, effective April 21, 2023. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.


The biographical information of Mr. Zihao Zhao is set forth below:


Mr. Zihao Zhao, age 29, was a senior audit assistant at PricewaterhouseCoopers, PWC, Shanghai from 2016 to 2019. Mr. Wang received his Bachelor of Science in Taxation degree from Shanghai Lixin University of Accounting and Finance in 2016. 


Mr. Zihao Zhao does not have a family relationship with any director or executive officer of the Company. Mr. Zihao Zhao has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. 


Mr. Zihao Zhao entered into an employment agreement with the Company and agreed to receive an annual compensation of $30,000, effective April 21, 2023. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.2.