On January 3, 2017, the Board of Directors
UBI Blockchain Internet, LTD ("the Company") accepted the resignation of
Mr.
Barry
Hall
, in his position as Director and Chief Executive Officer of the Corporation. Mr. Hall desires to
pursue other interests and
does not have any disagreements with the Corporation on any matter relating to its operations,
policies or practices. Mr. Hall has agreed to help transition the Company as a independent non-employee, specifically to help prepare
the Form 10-Q for the period ending November 30, 2016.
Prior to the resignations of Messrs. Hall and
Arnone, on January 3, 2017, the Board of Directors of UBI Blockchain Internet, LTD, unanimously approved four new Board members.
The Board of Directors filled the Board vacancies with the nomination of Tony Liu as Director, Jun Min
,
as Director, and
Cosimo J. Patti as Director. Tony Liu, Jun Min
, and
Cosimo J. Patti each
accepted the nominations and the position(s) of Director of the Company. They will hold these positions until their successor(s)
shall be appointed or elected and shall qualify or until the earlier of their resignation or removal in the manner provided for
in the By-laws of the Corporation. The Board appointed Tony Liu as CEO and Chan Cheung to the position as CFO and Secretary. The
newly appointed officers serve at the pleasure of the Board, they will hold their positions until their successor(s) shall be appointed
and shall qualify or until the earlier of their resignation or removal in the manner provided for in the By-laws of the Corporation.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's
director and executive officer are as follows:
Name
|
Age
|
Position & Offices Held
|
|
|
|
Tony Liu
|
63
|
Chairman of the Board and CEO
|
Chan Cheung
|
60
|
CFO, and Corporate Secretary
|
Jun Min
|
57
|
Director
|
Cosimo J. Patti
|
66
|
Director
|
-2-
Biographies of the Management Team of UBI
Blockchain Internet, LTD
Tony Liu, Chairman of the Board and CEO.
Mr. Tony Liu brings a great deal of management
experience to UBI. He has been Chairman of Hong Kong Silver Union Group Co., Ltd., since May, 2009. He is also a limited partner
of Shenzhen Zhu Mao Investment Enterprise since July, 2015.
Chan Cheung, Chief Financial Officer and
Corporate Secretary
Mr. Chan Cheung brings to the management team
over 30 years of financial and accounting experience in banking, finance, and management, before joining the Company. Mr. Chan
was CFO, Chief Compliance Officer, and corporate secretary of Neo-Neon Holdings Ltd. (1868.HK). He obtained a BS degree from Chinese
University of Hong Kong in 1983, he is member of the Hong Kong Institute of Certified Public Accountants and Association of Chartered
Certified Accountants.
Jun Min, Director
Mr. Jun Min has worked in the position of manager
at Sanleyuan Group, in Hong Kong since 1993 to the present. He has a BA Degree from Zhongyang Broadcast TV University.
Cosimo J. Patti,
Director
Mr. Cosimo Patti brings
to the Company over 50-years in the financial services industry, where is worked in a variety of senior level positions.
Mr.
Patti was the President and Chairman of Technology Integration Group, Inc. D/B/A FSI Advisors Group, a global Financial Services
(Bulletin Board listed TING) consulting organization from 1999 to 2005. In May 2009, Mr. Patti was appointed to the Board of Directors
of China XD Plastics Company Limited (NASDAQ:CXDC), a company engaged in the development, manufacturing, and distribution of modified
plastics primarily for use in automotive applications. In June 2007, Mr. Patti joined the Board of Directors of Advanced Battery
Technologies, Inc. (NASDAQ:ABAT). He was the Director of Strategic Cross-border Business with Cedel Bank from 1996 to 1999. Since
1986, Mr. Patti has served as an appointed arbitrator to the New York Stock Exchange and the National Association of Securities
Dealers adjudicating cases involving client disputes and improprieties. Mr. Patti attended Brooklyn College.
-3-
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information
with respect to the beneficial ownership of our common stock as of December 31, 2016, for: a) each stockholder known by us to be
the beneficial owner of more than 5% of our outstanding shares of Class A common stock or Class B common stock; b) each of our
directors; c) each of our named executive officers; and d) all of our directors and executive officers as a group. We have determined
beneficial ownership in accordance with the rules of the U. S. Securities and Exchange Commission. Except as indicated by the footnotes
below, we believe, based on the information furnished to us, that the persons and entities named in the following table have sole
voting and investment power with respect to all shares of Class A common stock or Class B common stock that they beneficially own.
Applicable percentage ownership is based on 30,217,046 shares of Class A common stock and 6,000,000 shares of Class B common stock
outstanding at December 31, 2016 for a total 36,217,045 common shares. With the exception of Class B shares, that can convert on
a 1-for-1 basis for fully paid and nonassessable Class A Common Stock, at the option of the holder at any time upon written notice
to the Company and its authorized transfer agent, we do not have any outstanding options, warrants or other securities exercisable
for or convertible into shares of our common stock.
Shares Beneficially Owned
|
|
% of Total
Voting
Power
(1)
|
|
|
|
|
Class A Common
|
|
Class B Common
|
|
|
|
Name of Beneficial Owner
|
|
Shares
|
|
%
|
|
Voting Shares
|
|
%
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tony Liu (2)
Chairman of the Board & CEO
|
|
30,000,000
|
|
|
99.3%
|
|
|
60,000,000
|
100%
|
|
|
|
99.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chan Cheung, Director,
CFO, Corporate Secretary
|
|
0
|
|
|
0.0%
|
|
|
0
|
0.0%
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun Min
Director
|
|
0
|
|
|
0.0%
|
|
|
0
|
0.0%
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosimo J. Patti
Director
|
|
0
|
|
|
0.0%
|
|
|
0
|
0.0%
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (4 persons)
|
|
30,000,000
|
|
|
99.3%
|
|
|
60,000,000
|
100%
|
|
|
|
99.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-4-
(1) Percentage of total voting power represents
voting power with respect to all shares of our Class A Common Stock (30,217,046 issued and outstanding) and Class B Voting stock
(6,000,000 shares issued and outstanding), as a single class. The holder of our Class B Voting Stock is entitled to ten votes per
share, and holders of our Class A Common Stock are entitled to one vote per share. The 6,000,000 Class B shares have voting rights
equal to 60,000,000 common shares. Percentage of Total Voting Power is calculated based on an aggregate of 90,217,046 (30,217,046
Class A Common + 60,000,000 Class B Voting Common) shares issued and outstanding.
2) Tony Liu is the beneficial owner who
exercises
the sole voting and
dispositive powers with respect to the shares owned and has the ultimate voting control over the shares
held in the name of UBI Blockchain Internet, LTD, a Hong Kong Company, Smart-Space 3F, Level 9, Cyberport 3, 100 Cyberport Road,
Hong Kong, People's Republic of China. This entity owns 30,000,000 Class A Common shares, 6,000,000 Class B Voting Shares, where
each Class B share carries the vote of ten (10) Class A Shares, and 40,000,000 Class C Common Shares.