Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation
of Director.
On
September 4, 2018, Mr. Taihong Guo resigned from his position as a member of the Board of Directors (the “Board”)
of China Jo-Jo Drugstores, Inc. (the “Company”) and from his positions on the following committees of the Board: Chairperson
of the Compensation Committee, a member of the Audit Committee and the Nominating Committee. Mr. Guo’s resignation was not
the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies
or practices.
A
copy of this report has been provided to Mr. Guo, who has been provided with the opportunity to furnish a letter addressed to
the Company stating whether he agrees with the statements made in this report, and if not, stating the respects in which he does
not agree. Mr. Guo has not delivered any such letter to the Company.
Appointment
of Director.
On
September 4, 2018, by unanimous written consent, the Company’s Nominating Committee recommended and the Board appointed
Mr. Jiangliang He as a member of the Board to fill Mr. Guo’s vacancy. The Board has determined that Mr. He is “independent”
as that term is defined under the Nasdaq listing standards. Mr. He will serve the remaining portion of Mr. Guo’s term and
shall be eligible for reelection (along with the Company’s other directors) at the Company’s next Annual Meeting of
Shareholders. Mr. He will fill Mr. Guo’s positions on the following committees of the Company’s Board: Chairperson
of the Compensation Committee and a member of the Audit Committee and the Nominating Committee.
Biographical
Information for New Director.
Mr.
He, age 55, has extensive experience as a professional attorney. He has served as a partner in Dentons China, a large law firm
with a presence in approximately 45 cities in China, since August 2008. From July 1997 to July 2008, he was a partner in the Zhejiang
Jiuyao law firm. From July 1984 to June 1997, he was a professor at Hangzhou School of Law. Mr. He received his bachelor’s
degree in law from Beijing University.
Mr.
He 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. He will receive the
annual compensation of $5,300 for his services pursuant to an offer letter, which is filed hereto as Exhibit 10.1 and incorporate
by reference herein.
Resignation
of Secretary.
On
September 4, 2018, Ms. Li Qi resigned from her position as Secretary of the Company.
Appointment
of Secretary.
On
September 4, 2018, by unanimous written consent, the Company’s Nominating Committee recommended and the Board appointed
Mr. Yan Liu as Secretary of the Company to fill Ms. Qi’s vacancy.
Biographical
Information for New Secretary.
Mr. Liu, age 28, from August
15, 2017 to August 1, 2018, Mr. Liu had been a project manager with Ping An Insurance (Group) Company of China, Ltd. (“Ping
An Insurance”), a Chinese holding conglomerate whose subsidiaries mainly deal with insurance, banking, and financial services.
Ping An Insurance is one of the top 50 companies on the Shanghai Stock Exchange. While at Ping An Insurance, Mr. Liu was mainly
responsible for projects dealing with the reformation of the current Chinese medical system and market, which is a US$1.3 trillion
(8 trillion yuan) industry as of 2018. Prior to that Mr. Liu had served as Director of Investor Relations for the Company from
2015. Mr. Liu holds a bachelor’s degree in statistics from Arizona State University and a bachelor’s degree in math
from Jinan University.
Mr.
Liu is son of our Chairman of the Board and the Chief Executive Officer but 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.
The
Compensation Committee approved the annual compensation of $6,000 to Mr. Liu for his service to the Company. An offer letter is
filed as Exhibit 10.2 and incorporated by reference herein.