UBI Blockchain Internet, LTD (OTCBB:UBIA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
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.
On January 3, 2017, the Board accepted the resignation of Mr.
Frank Arnone, in his position as Director of the Corporation. Mr.
Arnone desires to pursue other interests and does not have any
disagreements with the Corporation on any matter relating to its
operations, policies or practices.
Prior to the resignations of Messrs. Hall and Arnone, on January
3, 2017, the Board of Directors of UBI Blockchain Internet, LTD,
unanimously approved three (3) 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 |
Chairman of the Board and CEO |
|
Chan Cheung |
CFO, and Corporate Secretary |
|
Jun Min |
Director |
|
Cosimo J. Patti |
Director |
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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.
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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 |
|
|
|
100% |
99.8% |
|||||||||||||||||||||||||||||||
|
Chan Cheung, Director, CFO, Corporate Secretary |
0.0% |
0.0% |
0.0% |
|||||||||||||||||||||||||||||||||
|
Jun Min Director |
0.0% |
0.0% |
0.0% |
|||||||||||||||||||||||||||||||||
|
Cosimo J. Patti Director |
0.0% |
0.0% |
0.0% |
|||||||||||||||||||||||||||||||||
All executive officers and directors as a group (4 persons) |
|
|
|
100% |
99.8% |
|||||||||||||||||||||||||||||||
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(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.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
With the change of ownership and management, the Board of
Directors approved a change in the Company’s fiscal year to
December 31 from August 31.
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About UBI Blockchain Internet, LTD (OTCBB:UBIA)
UBI Blockchain Internet, LTD., formerly JA Energy, is a shell company. The Company is engaged in developing a suite of products with a view of finding global energy solutions. The Company was in the business of designing modular, self-contained, fully automated, climate controlled units for distributed production of energy. The Company manufactures micro-production solutions that may be implemented in a range of contexts, from ethanol micro-production facilities to urban greenhouse gardens to third-world farming communities. The Company has not generated any revenues. UBI Blockchain Internet, LTD (OTCBB:UBIA) Recent Trading Information
UBI Blockchain Internet, LTD (OTCBB:UBIA) closed its last trading session 00.00 at 3.20 with 100 shares trading hands.