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Soldino Group Corp – ‘SC 14F1’ on 11/1/18 re: Soldino Group Corp

On:  Thursday, 11/1/18, at 10:04am ET   ·   Accession #:  1699709-18-26   ·   File #:  5-90693

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

11/01/18  Soldino Group Corp                SC 14F1                1:36K  Soldino Group Corp

Statement re: Change in Majority of Directors   —   Sch. 14F-1   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors       HTML     27K 


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  soldino-schedule14f.htm - Generated by SEC Publisher for SEC Filing  

   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 14f-1

UNDER THE SECURITIES EXCHANGE ACT OF 1934

  

SOLDINO GROUP CORP

  

(Exact name of registrant as specified in its corporate charter)

333-218733

Commission File No.:

Nevada
(State or other jurisdiction of
Incorporation or Organization)

35-2583762

(I.R.S. Employer Identification No.)

  

  

Via Busco, 4, Spresiano, Treviso

31027 Italy

(Address of Principal Executive Offices)

  

  

3904221500163
 (Registrant’s telephone number, including area code)

October 31, 2018

HK956892.1
922222-12883



   

INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

  

THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE SHAREHOLDERS OF SOLDINO GROUP CORP  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT BEING REQUESTED TO SEND US A PROXY.

SCHEDULE 14F-1

You are urged to read this Information Statement carefully and in its entirety. However, you are not required to take any action in connection with this Information Statement.  References throughout this Information Statement to “Company,”  “we,” “us”, and “our” are to Soldino Group Corp  and its consolidated subsidiaries, if any.

INTRODUCTION

This Information Statement is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14f-1 promulgated thereunder, in connection with proposed changes in a majority of the membership of the board of directors (the “Board”) of Soldino Group Corp  (“Company”).  The date of this Information Statement is November 1, 2018.

This Information Statement was filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2018 and is being mailed on or about November 2, 2018, to our shareholders of record as of October 31, 2018.

On October 31, 2018, Aurora Fiorin resigned as the Company’s President, Treasurer, Secretary and Director.  Ms. Fiorin’s resignation as President, Treasurer and Secretary was effective immediately. Her resignation as a Director will be effective ten (10) days following the filing by the Company of this Information Statement with the Securities and Exchange Commission (the “SEC”). Prior to Ms. Fiorin’s resignation, she appointed Ms. Shaoyin Wu as the new President and Chief Executive Officer of the Company and Mr. Kim Lee Poh as the Company’s new Chief Financial Officer and Secretary. Messrs. Wu and Poh were appointed as the new board members of the Company together with Mr. Jian Yang. There were no disagreements between Ms. Fiorin and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in her resignation.

No action is required by our shareholders in connection with this Information Statement.  However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, require the mailing to our shareholders of the information set forth in this Information Statement at least ten (10) days prior to the date a change in a majority of the Company’s directors occurs (otherwise than at a meeting of the Company’s shareholders).

THIS INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES EXCHANGE ACT AND RULE 14F-1 PROMULGATED THEREUNDER IN CONNECTION WITH THE APPOINTMENT OF THE COMPANY’S DIRECTOR DESIGNEE TO THE BOARD. NO ACTION IS REQUIRED BY OUR SHAREHOLDERS IN CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.

CHANGES TO THE BOARD OF DIRECTORS

On October 31, 2018, Aurora Fiorin resigned as the Company’s President, Treasurer, Secretary and Director. Ms. Fiorin’s resignation as President, Treasurer and Secretary was effective immediately. Her resignation as a Director will be effective ten (10) days following the filing by the Company of this Information Statement with the SEC. Prior to Ms. Fiorin’s resignation, she appointed Ms. Shaoyin Wu as the new President and Chief Executive Officer of the Company and Mr. Kim Lee Poh as the Company’s new Chief Financial Officer and Secretary. Messrs.

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Wu and Poh were appointed as the new board members of the Company together with Mr. Jian Yang. There were no disagreements between Ms. Fiorin and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in their resignation.

None of the directors appointed to our Board of Directors were prior members of the Board of Directors and did not hold any position with us and had not been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. To the best of our knowledge, none of the appointees have ever been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has ever been a party to any judicial or administrative proceeding during the past five years, that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.  Also provided herein are brief descriptions of the business experience of each director and director nominee during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the federal securities laws.

DIRECTORS AND EXECUTIVE OFFICERS

               Set forth below is information regarding our newly appointed directors and executive officers.

Ms. Wu, 35, is currently a group vice president of Yi Jia International Group Limited operating in the sales and marketing of skin care products and is in charge of the formulation of its policy and strategy and the management of its global research center and Hong Kong and Macau operation. Ms. Wu is a graduate of The Open University of China in administration and management.

Mr. Poh, 56, has held numerous senior management positions with various Asian companies.  He is currently a group vice president of  Yi Jia International Group Limited operating in the sales and marketing of skin care products and is in charge of its overseas business set up.  Mr. Poh previously served as a vice president (overseas operations) of Leading Global Sdn Bhd, a Malaysian company operating in the sales and marketing of cosmetics and health products and was in charge of its overseas business development and operation set up, from July 2012 to December 2013.  He was the chief financial officer of Phydoly Biotechnology Sdn Bhd, a Malaysian company operating in the sales and marketing of energy and health products, from June 2005 to December 2006.  Mr. Poh attended Systematic College in Malaysia studying Chartered Institute of Management Accountants Stage 2.

Mr. Yang, 43, is currently a group vice president of Yi Jia International Group Limited operating in the sales and marketing of skin care products and is in charge of its global information management center. Mr. Yang is a graduate of Beijing Normal University in mathematics education.

  

  

Name

  

Age

  

Positions

  

Shaoyin Wu

  

  

35

  

  

Chairman of the Board of Directors, Chief Executive Officer and President

  

Kim Lee Poh

  

  

56

  

  

Director, Chief Financial Officer and Secretary

  

 Jian Yang

  

  

43

  

  

Director

  

  

Family Relationships

There are no family relationships between any of our directors or executive officers.

 

 

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CORPORATE GOVERNANCE

Director Independence

We do not have any independent directors.

Committees of the Board of Directors

We have not established any committees.  All functions of an audit committee, nominating committee and compensation committee are and have been performed by our Board of Diretors.

Director Nominations

Our Board of Directors believe that, considering our size, decisions relating to director nominations can be made on a case-by-case basis by all members of the Board of Directors without the formality of a nominating committee or a nominating committee charter. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right to do so in the future.

The Board of Directors does not have an express policy with regard to the consideration of any director candidates recommended by shareholders since the Board of Directors believes that it can adequately evaluate any such nominees on a case-by-case basis; however, the Board of Directors will evaluate shareholder-recommended candidates under the same criteria as internally generated candidates. Although the Board of Directors does not currently have any formal minimum criteria for nominees, substantial relevant business and industry experience would generally be considered important, as would the ability to attend and prepare for board, committee and shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the board of directors.

Board Oversight

Our management is responsible for managing risk and bringing the most material risks facing the Company to the Board’s attention.  Because we do not yet have separately designated committees, the entire Board has oversight responsibility for the processes established to report and monitor material risks applicable to the Company relating to (1) the integrity of the Company’s financial statements and review and approve the performance of the Company’s internal audit function and independent accountants, (2) succession planning and risk related to the attraction and retention of talent and to the design of compensation programs and arrangements, and (3) monitoring the design and administration of the Company’s compensation programs to ensure that they incentivize strong individual and group performance and include appropriate safeguards to avoid unintended or excessive risk taking by Company employees.

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               As at the fiscal year ended April 30, 2018, we were obligated to Aurora Fiorin, our former President, Treasurer, Secretary and Director for funds advanced to us for working capital, in the amount of $5,600. The advances are unsecured and no interest rate or payback schedule has been established.

Review, Approval and Ratification of Related Party Transactions

We have not adopted formal policies and procedures for the review, approval or ratification of related party transactions with our executive officers, directors and principal shareholders.

Stockholder Communications With Directors

               

Shareholders who want to communicate with our Board or any individual director can write to:

  

Unit  304-307A, 3/F Houston Center,

No. 63 Mody Road, Kowloon, Hong Kong

  

Telephone: 852 25565499

  

               Your letter should indicate that you are a shareholder of our company.  Depending on the subject matter, management will:

·        Forward the communication to the Director or Directors to whom it is addressed;

·        Attempt to handle the inquiry directly; or

·        Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

               At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the Directors on request.

 

 

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Officer Compensation

During the fiscal year ended April 30, 2018, Aurora Fiorin, our former President, Treasure, Secretary and Director, was not paid any compensation.

Employment Agreements

               We have not entered into employment agreements with any of our officers, directors or employees.

Director Compensation

Our directors are reimbursed for expenses incurred by them in connection with attending Board of Directors’ meetings, but they do not receive any other compensation for serving on the Board of Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities (the “Reporting Persons”), to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities).  The Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.  To the best of our knowledge, during the fiscal year ended April 30, 2018, the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

WHERE YOU CAN FIND MORE INFORMATION

               We file reports with the SEC.  These reports, including annual reports, quarterly reports as well as other information we are required to file pursuant to securities laws.  You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at  http://www.sec.gov

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this information statement on Schedule 14f-1 to be signed on its behalf by the undersigned hereunto duly authorized.

  

  

SOLDINO GROUP CORP

  

  

By: /s/ Shaoyin Wu    

Name: Shaoyin Wu

Title: Chief Executive Officer

  

Dated:   November 1, 2018

 

 

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 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14F1’ Filing    Date    Other Filings
11/2/18
Filed on:11/1/188-K
10/31/188-K
 List all Filings 
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Filing Submission 0001699709-18-000026   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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