Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignations
of Yaqing Hu and Hui Zhu
On
August 31, 2018, Ms. Yaqing Hu and Hui Zhu resigned from their positions as directors of TMSR Holding Company Limited (the “Company”),
effective immediately. Their resignations are not a result of any disagreement with the Company relating to its operations, policies
or practices.
Appointment
of Hongxiang Yu
Effective
August 31, 2018, the Company’s board of directors (the “Board”) appointed Mr. Hongxiang Yu as a director of
the Board and chairman of the Audit Committee to fill the vacancy created by the resignation of Ms. Hui Zhu. The Company deems
Ms. Zhu as a financial expert as such term is defined by the applicable SEC rules.
The
biographical information of Mr. Yu is set forth below.
Mr.
Hongxiang Yu has been a director for American Lorain Corporation, a company listed on New York Stock Exchange (AMEX: ALN) since
2016. Mr. Yu has served as the head of the internal auditing department of Hongrun Construction Group Co., Ltd., a company listed
on the Shenzhen Stock Exchange, and as general manager for Hongrun’s foundation engineering subsidiary, since August 2006.
In September 2015, Mr. Yu established, and has been the Chairman of, Shanghai Highlights Asset Management Co., Ltd., a company
engaged in assets management and private equity investment in China. Since April 2016, Mr. Yu has also served as the Vice Chairman
of Tianjin Dragon Film Limited, a company engaged in investment in film industry including the both upstream and downstream chain
of film production business in China. Mr. Yu received his Bachelor degree in International Trade in 2004 from University of Portsmouth
in the UK and his Master degree in International Human Resources Management in 2006 from University of Portsmouth.
Mr.
Yu does not have a family relationship with any director or executive officer of the Company and 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.
Yu accepted an offer letter from the Company and agreed to receive an annual compensation at $10,000. The offer letter is qualified
in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.
Appointment
of Yilei Shao
Effective
August 31, 2018, the Company’s board of directors (the “Board”) appointed Ms. Yilei Shao as a director of the
Board and chairwoman of the Compensation Committee to fill the vacancy created by the resignation of Ms. Yaqing Hu.
The
biographical information of Ms. Shao is set forth below.
Ms.
Yilei Shao was nominated to serve as a director for American Lorain Corporation, a company listed on New York Stock Exchange (AMEX:
ALN) in 2018. Ms. Shao has served as founder and chief executive officer of Shanghai Jianshi Management Consulting Limited, focusing
on cross-border advisory services for Chinese companies and strategic consulting, since 2011. Ms. Shao served as Vice President
in the Credit Derivatives Department of Goldman Sachs in New York from 2005 to 2010. Ms. Shao received a bachelor degree in computer
science from Shanghai Jiao Tong University and a Ph.D. in Computer Science from Princeton University.
Ms.
Shao does not have a family relationship with any director or executive officer of the Company and 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.
Ms.
Shao also accepted an offer letter from the Company and agreed to receive an annual compensation at $10,000. The offer letter
is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.2.