Management Change/Compensation Form 8 K

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

Resignation of Xiangjun Wang

On July 15, 2024, Xiangjun Wang, an independent director of the board of directors (the "Board") of BAIYU Holdings, Inc. (the "Company"), notified the Company of his decision to resign as a director of the Board of the Company, including as to his membership on the Audit Committee of the Board (the "Audit Committee"), the Compensation Committee of the Board (the "Compensation Committee"), as well as his membership on, and his office as the Chairman of, the Nominating and Governance Committee of the Board (the "Nominating and Governance Committee"), effective July 15, 2024. Mr. Wang's resignation was for various personal reasons, and was not on account of any disagreement with the Board or the Company concerning any matter relating to the Company's operations, policies, or practices, or otherwise.

Appointment of Rongrong (Rita) Jiang

On July 15, 2024, the Board of the Company, acting unanimously and upon the recommendation of the Nominating and Governance Committee, appointed Ms. Rongrong (Rita) Jiang, to serve as a director of the Board, and a member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, respectively, filling the vacancies occurring as a result of the above-noted resignation, effective July 15, 2024.

For her service on the Board, Ms. Jiang will receive annual compensation of 100,000 shares of the Company's capital stock pursuant to the terms and conditions set forth in that certain letter agreement entered into by and between the Company and Ms. Jiang.

Ms. Jiang does not have any material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Jiang and any other person pursuant to which she was appointed as a director of the Board (including as to her membership on the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee).

The Board has determined that Ms. Jiang (i) is independent under Nasdaq's listing standards and applicable law, and (ii) has the requisite level of financial literacy required by Nasdaq's listing standards for service on the Audit Committee.

The biography of Ms. Jiang is set forth below.

Rongrong (Rita) Jiang, CFA, is a professional with over a decade of expertise in entrepreneurship, senior executive management, corporate finance, management consulting, and venture capital investment. As a founding partner of Ginger Capital LLC since April 2011, Ms. Jiang has been instrumental in providing comprehensive investment and strategic advisory services, focusing on market expansion, cross-border M&A, financial reporting, IPO preparation, and strategic partnerships. Additionally, Ms. Jiang serves as the Chief Financial Officer for Broad Capital Acquisition Corp, a NASDAQ-listed blank check company. Ms. Jiang co-founded Whitestone Investment Management LLC in April 2015, where she leads early-stage venture investments in technology companies worldwide, fostering cross-border collaborations and mentoring startups. Her previous roles include being a director at Woodlake Group, Executive Vice President of Finance at V Media Corp., and Vice President at Hayden Communications International. Ms. Jiang has also held board positions at Bionik (China) Medical Technology Co., Ltd, and Jade International Financing and Leasing Co., Ltd. She holds a CFA charter, a Bachelor of Science from the University of Science and Technology of China, and a Master of Science in Chemistry from Northwestern University, Chicago.

Appointment of Donghong Xiong as Chairman of the Nominating and Governance Committee

Effective as of July 15, 2024 and upon the recommendation of the Nominating and Governance Committee, Donghong Xiong, a current director and member of the Nominating and Governance Committee, will assume responsibilities as the Chairman of the Nominating and Governance Committee.

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