Item 5.01
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Changes in Control of Registrant.
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On February 24, 2020, Anna Varlamova, the
president, treasurer, secretary and director of Bitmis Corp. (the “Company”) sold 5,000,000 shares of the Company’s
common stock, representing 80% of the total issued and outstanding shares of common stock of the Company, in a private transaction
(the “Transaction”) to Li Wen Chen, Bin Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen
for an aggregate purchase price of $395,000 (the “Purchase Price”). Li Wen Chen, Bin Feng Zhao, Heng Jian Yang,
Kin Chiu Leung, Jin Jia Mai and Zhong Xiong Chen (collectively, the “Purchasers”) purchased, respectively, 1,250,000
shares, 1,000,000 shares, 1,000,000 shares, 750,000 shares, 500,000 shares and 500,000 shares of the common stock of the Company
from Anna Varlamova. The share ownership of Li Wen Chen, Bin Feng Zhao, Heng Jian Yang, Kin Chiu Leung, Jin Jia Mai and Zhong Xiong
Chen represents, respectively, 20%, 16%, 16%, 12%, 8% and 8% of the total issued and outstanding shares of common stock of the
Company. The Purchasers paid the Purchase Price using their personal funds. The information set forth in Item 5.02 of this
Form 8-K is hereby incorporated by reference into this Item 5.01.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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In connection with the Transaction, on
February 24, 2020, Kin Chiu Leung, Bi Feng Zhao, Li Wen Chen, Heng Jian Yang and Zhong Xiong Chen were each appointed as a director
of the Board of Directors of the Company (the “Board“). On February 24, 2020, Anna Varlamova resigned from her positions
as a director of the Board, the president, the treasurer and the secretary of the Company. On February 24, 2020, the Board appointed
Kin Chiu Leung as the Company’s President and Chairman of the Board, Bi Feng Zhao as the Chief Executive Officer (“CEO”)
of the Company, Li Wen Chen as the Chief Financial Officer (“CFO”) and Treasurer of the Company and Jian Li as the
Secretary of the Company.
Mr. Kin Chiu Leung, age 57, has served
as director of Guangdong Ruiteng Catering Management Co., Ltd. (“Guangdong Ruiteng”) and a director of Ruiteng Holding
Co., Ltd., the parent company of Guangdong Ruiteng since December 2019. From February 2005 to November 2019, Mr. Leung served as
vice president and M&A department manager at Arem Pacific Corp. From March 1998 to January 2005, Mr. Leung worked at JPM Melbourne
as Investment Banking manager. Mr. Leung received his first Bachelor Degree of Electronic Engineering from South China University
of Technology, Guangzhou, China in 1985 and his second Bachelor Degree of Computer Sciences from La Trobe University, Melbourne,
Australia in 1991. Mr. Leung received his double Master Degrees of International Finance and EMBA in Business Administration from
University of Sydney, Australia in 1995.
Mr. Bi Feng Zhao, age 35, has served
as the general manager of Genji Biotechnology Co., Ltd. since November 2017. From June 2016 to November 2017, Mr. Zhao served as
the manager of administrative department and assistant to the general manager of Zhuhai Kangjin Electric Co., Ltd. From April 2011
to June 2016, Mr. Zhao served as the director of the president’s office and assistant to the president of Guangdong Lixinyuan
Real Estate Co., Ltd. From May 2010 to April 2011, Mr. Zhao served as the manager of administrative department of Zhuhai Youlaidi
Kitchenware Co., Ltd. Mr. Zhao graduated from Guangdong Baiyun University with a major in logistics management in 2006.
Ms. Li Wen Chen, age 49, has serviced
as chief financial officer of Guangdong Ruiteng since December 2019. From July 2015 to November 2019, Ms. Chen served as the director
of business development department of Guangdong Venture Capital Development Co., LTD. From December 2008 to June 2015, Ms. Chen
served as the sales director of Guangzhou Jingxing Real Estate Co., LTD. Ms. Chen graduated from Guangzhou No.24 Middle School
of Finance and Economics with a major in accounting in 1989.
Mr. Heng Jian Yang, age 48, has served
as general manager of Guangdong Ruiteng since December 2019. Mr. Yang was the general manager of Kaitianshi (Guangzhou) Catering
Management Co., LTD from October 2018 to November 2019. Mr. Yang worked as executive director and general manager of Guangzhou
Gaozhan Catering Management Co., Ltd. from January 2010 to August 2018. From August 1997 to January 2010, Mr. Yang served as the
South China Regional Director for Shanghai RBT Tea Group. From May 1993 to August 1997, Mr. Yang was the head chef of the South
China District of Hong Kong Fairwood Holdings Ltd. Mr. Yang graduated with a cooking diploma from Guangzhou Vocational School of
Tourism &Business in 1990.
Mr. Zhong Xiong Chen, age 51, was the
general manager of the bidding department of Guangdong Jinhaoze Construction Co., Ltd. from October 2008 to February 2020. Mr.
Chen received his bachelor degree of Construction Engineering from Wuhan University of Technology in 2007.
In connection with his service as the President,
the Company provides Mr. Leung compensation in the amount of RMB 120,000 (approximately $17,143) per year with a term of employment
for one year. In connection with his service as the Chief Executive Officer, the Company provides Mr. Zhao compensation in the
amount of RMB 120,000(approximately $17,143) per year with a term of employment for one year. In connection with her service as
the Treasurer and Chief Financial Officer, the Company provides Ms. Chen compensation in the amount of RMB 120,000 (approximately
$17,143) per year with a term of employment for one year. The employment agreements of Mr. Leung, Ms. Chen and Mr. Zhao include
standard clauses relating to noncompetition, nonsolicitation and indemnification in connection with their services as the Company’s
officers.
Mr. Kin Chiu Leung, Mr. Bi Feng Zhao, Ms.
Li Wen Chen, Mr. Heng Jian Yang and Mr. Zhong Xiong Chen were appointed as a closing condition for the Transaction. There
is no family relationships exist among our directors.
There are no transactions to which the
Company is a party and in which Mr. Kin Chiu Leung, Mr. Bi Feng Zhao, Ms. Li Wen Chen, Mr. Heng Jian Yang and Mr. Zhong Xiong Chen
have a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.