Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 23, 2023, the Board of Directors (the "Board") of HWGC Holdings
Limited, a Nevada corporation (the "Company"), announced the appointments of
Shalom Dodoun, Richard Berman, and Curtis Ellis to the Board, effective
immediately. Mr. Dodoun currently also serves as the Chief Executive Officer of
the Company's subsidiary Fintechcashier Ltd. and owns approximately 43% of the
Company's outstanding shares of common stock. Also on February 23, 2023,
Christine Kulbas, Mok Bin Lip and Leong Yee Min resigned from the Board. Their
resignations were not due to any disagreement with the Company, the Board or
management.
Colin Ellisis the Senior Partner of Anstey Bond LLP, a London firm of chartered
accountants, which he founded in January 2011. Mr. Ellis has a well-developed
background in international corporate finance, having served as Auditor and
Advisor to UK companies listed on the London Stock Exchange and Alternative
Investment Market (AIM), along with other junior market-listed public companies,
including entities in the Mining and Innovation Technology sectors. Mr. Ellis
holds several directorships and provides financial knowledge for a range of
companies, from start-ups to public companies. His 35 years of experience in the
international finance industry have enabled Mr. Ellis to develop a sound
knowledge of running both UK-based and international companies.
As consideration of his service as non-executive director, the Board has
determined to pay Mr. Ellis a quarterly fee of $6,000 in cash and $13,000-worth
of shares upon the Company's completion of its next financing.
There are no arrangements or understandings between Mr. Ellis and any other
person pursuant to which Mr. Ellis was appointed as a director of the Company.
In addition, there are no family relationships between Mr. Ellis and any of the
Company's executive officers or directors. Mr. Ellis has no direct or indirect
material interest in any transactions required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Richard Bermanhas worked in finance for over 35 years, amassing experience in
venture capital, senior management, and merger & acquisitions. In the past five
years, Mr. Berman has served as a director and/or officer of over a dozen public
and private companies. Currently, he is a director for four other public
companies: Cryoport Inc., NYSE American-listed Genius Group, BioVie Inc., and
Context Therapeutics. Over the last decade, he has served on the board of six
companies that have reached over $1 billion in market capitalization, Cryoport,
Advaxis, EXIDE, Internet Commerce Corporation, Kapitus, and Catasys. Previously,
Mr. Berman worked at Goldman Sachs and was Senior Vice President of Bankers
Trust Company, where he started the M&A and Leveraged Buyout Departments.
Subsequently, he created the largest battery company in the world in the 1980s
by merging Prestolite, General Battery, and Exide to form Exide Technologies
(XIDE). Mr. Berman also helped encourage the growth of NYC's SoHo neighborhood
by developing five buildings. Mr. Berman has advised on over $4 billion M&A
transactions, completing over 300 deals. Mr. Berman is the former director of
the New York University Leonard N. Stern School of Business, from which he
obtained his B.S. and M.B.A. degrees. He holds degrees in U.S. and international
law from Boston College and the Hague Academy of International Law,
respectively.
Mr. Berman will serve as lead director and chairman of the Company's
Compensation Committee. As consideration of his service, the Board has
determined to pay Mr. Berman a monthly fee of $10,000 in cash upon the Company's
completion of a successful round of fundraising, plus 1% of the Company's
equity. Mr. Berman will receive a third of the equity payment in February 2023,
January 2024, and January 2025.
There are no arrangements or understandings between Mr. Berman and any other
person pursuant to which Mr. Berman was appointed as a director of the Company.
In addition, there are no family relationships between Mr. Berman and any of the
Company's executive officers or directors. Mr. Berman has no direct or indirect
material interest in any transactions required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Shalom Dodoun is the founder and Chief Executive Officer of Fintechcashier Ltd.,
a premier provider of innovative payment solutions. With over 15 years'
experience in the payments and banking industry, Mr. Dodoun is a highly regarded
expert in the field. He has extensive global experience in the development of
cutting-edge payment systems, Electronic Money Institutions, and Payment Service
Providers across Europe. As a thought leader in the payments and banking sector,
Mr. Dodoun is recognized for his drive for innovation and his commitment to
delivering superior quality solutions. Under his leadership, Fintechcashier has
become a trusted partner to a growing client base worldwide, winning numerous
awards for exceptional customer support and service.
Mr. Dodoun will not be compensated for his service as director. There are no
arrangements or understandings between Mr. Dodoun and any other person pursuant
to which Mr. Dodoun was appointed as a director of the Company. In addition,
there are no family relationships between Mr. Dodoun and any of the Company's
executive officers or directors. Mr. Dodoun has no direct or indirect material
interest in any transactions required to be disclosed pursuant to Item 404(a) of
Regulation S-K except as previously disclosed in connection with the Company's
share exchange with Fintech Scion Limited that closed on November 30, 2022.
© Edgar Online, source Glimpses