Washington, D.C. 20549


Form 8-K



Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 7, 2018



(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


(Commission File Number)


(IRS Employer
Identification No.)


55 Broadway, 19th Floor

New York, NY 10006

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: 212-206-1216


(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On August 7, 2018, the Board of Directors (the “Board”) of Seven Stars Cloud Group, Inc. (the “Company”) appointed Mr. Chao Yang to serve as an independent director of the Board.  There are no family relationships between Mr. Yang and any of the Company’s officers and directors and there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Yang has a material interest subject to disclosure under Item 404(a) of Regulation S-K.


Item 8.01Other Events.


On August 8, 2018, the Company issued a press release announcing the appointment of Mr. Chao Yang to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits.




Exhibit No.   Description
99.1   Press Release, dated August 8, 2018.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 9, 2018 By: /s/ Bruno Wu
  Bruno Wu
  Chief Executive Officer and Chairman of the Board  





Exhibit 99.1


Seven Stars Cloud Announces the Appointment of Mr. Chao Yang as an Independent Board Member


Former Chairman of China Life Insurance Group and China Life Property & Casualty Company brings deep experience, insight and relationships to the firm as it continues its mission to become the leading fintech and asset digitization service company


NEW YORK, August 8, 2018 /PRNewswire/ -- Seven Stars Cloud Group, Inc. (SSC) ("SSC" or the "Company"), a leading global technology firm focusing on digital asset production and distribution, today announced the election of Mr. Chao Yang to the Company’s Board of Directors. Mr. Chao has been elected to serve as an independent Member of the Board. This election is a significant strategic addition to the Company, as Mr. Chao is one of the world’s most accomplished leaders in the insurance industry. He brings deep experience in business growth and executive oversight to SSC.


Mr. Chao was appointed President of China Life Insurance Group in 2005, going on to become both Chairman of The Board of China Life Insurance Company Limited and China Life Property & Casualty Insurance Company Limited, respectively. During his tenure, he grew revenue to 190 RMB ($28B USD) by 2005, market cap from 100B HKD to 700B HKD (approximately $13B USD - $89B USD), making it the largest life insurance company in the world by market cap, and grew assets under management to 2 Trillion RMB ($293B USD). A native of Shanghai, Mr. Chao graduated from the Shanghai International Studies University, majoring in English and Business Administration, and subsequently earned his MBA from Middlesex University in London, England.


Commenting on the appointment, Bruno Wu, Chairman and CEO of SSC, said: "We are honored and delighted to add an independent member of the caliber of Chao Yang to the SSC board. Mr. Chao is a highly respected business leader, with an outstanding track record for sustainable growth and profitability in the financial services sector. His leadership, insight, and relationships will be invaluable as we work to further scale our business globally.”


He continued: “We are assembling a world-class executive team to support our objective of delivering AI and blockchain-driven products and services across a range of industries and use cases, and Mr. Chao's counsel and insight will no doubt be vital in building the business. This is an incredibly exciting time for the company, and this appointment further validates our vision of becoming the market leader in the digitization of companies, assets, products and services for the global investment community.”



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About Seven Stars Cloud Group, Inc. (http://www.sevenstarscloud.com/)


Seven Stars Cloud (SSC) is a global technology company focused on digital asset production and distribution. Through strategic partnerships with and ownership stakes in leading Artificial Intelligence (AI) and blockchain companies, SSC is bringing transparency, efficiency, cost savings and new ownership paradigms to various markets including finance, commodities/energy, vertical industry/supply chain and consumer. With headquarters in New York, NY and its planned “Fintech Village” center for Technology and Innovation in West Hartford, CT, SSC is pioneering the new blockchain and AI-empowered economy.



Safe Harbor Statement


This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.





Media Contacts

Seven Stars Cloud

Eric Soderberg, Forefront Communications for Seven Stars Cloud

Phone: 914-414-2884

Email: eric@forefrontcomms.com


IR Contacts

Federico Tovar, CFO Seven Stars Cloud

Chad Arroyo, CMO Seven Stars Cloud


Email: ir@sevenstarscloud.com