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  4. [8-K] Xenous Holdings, Inc. Reports Material Event

Xenous Holdings (XITO) installs Dingwen Zhang as CEO after Chan exit

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Xenous Holdings, Inc. reported a leadership change in which Jonathan Chan resigned as Chief Executive Officer and Director, effective May 8, 2026. The company states his resignation was not due to any disagreement over operations, policies, or practices.

On the same day, the Board appointed Dingwen Zhang as Executive Officer and Director, filling the vacancy. Zhang has founded and led several firms, including Soon Fund and Beishang Capital, and holds a Bachelor of Finance from Tsinghua University. He currently has no employment agreement or compensation arrangements with Xenous and no disclosed related-party transactions.

Positive

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Insights

Xenous discloses a CEO transition with an immediate internal replacement.

The company reports that Jonathan Chan resigned as CEO and Director effective May 8, 2026, and that his departure did not stem from disagreements over operations, policies, or practices. This language aims to signal continuity rather than conflict.

The Board simultaneously appointed Dingwen Zhang as Executive Officer and Director, avoiding a leadership gap. Xenous also notes there is currently no employment agreement, compensation plan, or related-party transactions for Zhang. Future company disclosures may clarify his compensation structure and strategic priorities as CEO.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO resignation effective date May 8, 2026 Effective date of Jonathan Chan’s resignation as CEO and Director
New CEO appointment date May 8, 2026 Date Board appointed Dingwen Zhang as Executive Officer and Director
Form type 8-K Item 5.02 Disclosure of director and officer changes
Item 5.02 regulatory
"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;"
Chief Executive Officer financial
"Mr. Jonathan Chan Ye Earn resigned as our Chief Executive Officer and Director"
A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.
Board of Directors financial
"the Board of Directors of the Company appointed Mr. Dingwen Zhang"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
OTC financial
"Common Stock | | XITO | | OTC"
OTC stands for "over-the-counter" and describes securities that trade directly between dealers or via dealer networks rather than on a formal stock exchange. It matters to investors because OTC listings typically have fewer reporting rules and lower trading volume, which can mean higher price swings, limited liquidity, and greater difficulty buying or selling shares—similar to shopping at a small flea market instead of a large, regulated supermarket.

FAQ

What leadership change did Xenous Holdings (XITO) report in this 8-K?
Xenous Holdings reported that Jonathan Chan resigned as Chief Executive Officer and Director effective May 8, 2026. On the same day, the Board appointed Dingwen Zhang as the new Executive Officer and Director, ensuring continuity in top leadership without an interim vacancy.

Why did Jonathan Chan resign from Xenous Holdings (XITO)?
The company states Jonathan Chan resigned as Chief Executive Officer and Director effective May 8, 2026. Xenous specifically notes his resignation was not the result of any disagreement with the company regarding its operations, policies, or practices, suggesting an orderly transition rather than a dispute.

Who is the new CEO of Xenous Holdings (XITO) and what is his background?
The new CEO is Dingwen Zhang, also appointed as a Director on May 8, 2026. He founded and leads Soon Fund, serves as managing director of QMetaverse, previously founded Beishang Capital, and holds a Bachelor of Finance from Tsinghua University in the People’s Republic of China.

Does Xenous Holdings (XITO) have an employment agreement with new CEO Dingwen Zhang?
The company states there is no employment agreement with Dingwen Zhang. Xenous also reports no arrangements for compensation, bonuses, pensions, retirement, or similar benefits and discloses no transactions in which Zhang has a direct or indirect material interest at this time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 12, 2026 (May 8, 2026)

 

XENOUS HOLDINGS, INC.

(Exact name of registrant as specified in Charter)

 

Nevada

 

87-0363526

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employee

Identification No.)

 

Room 1120, 11th Floor, Peninsula Centre,

67 Mody Road

Tsim Sha Tsui, East Kowloon

Hong Kong

(Address of Principal Executive Offices)

 

+852 6464-2017

(Registrant’s telephone number)

 

N/A

(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:

 

☐

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 240.13d-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name on each exchange

on which registered

Common Stock

 

XITO

 

OTC

 

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). ☐

 

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

 

On May 8, 2026, Mr. Jonathan Chan Ye Earn (“Mr. Chan”) resigned as our Chief Executive Officer and Director of Xenous Holdings, Inc. (the “Company” or “Xenous”), effective from May 8, 2026. The resignation by Mr. Chan were not the result of any disagreement with the Company regarding its operations, policies, or practices.

 

On the same day, the Board of Directors of the Company appointed Mr. Dingwen Zhang (“Mr. Zhang”) to fill in the vacancy on the Board, resulting from Mr. Chan’s resignation, effective immediately. Mr. Zhang will serve as the Executive Officer and Director of the Company.

 

The biography for Mr. Zhang is set forth below:

 

Mr. Dingwen Zhang serves as our chief executive officer and a Director. Since June 2023, Mr. Zhang has been serving as the founder and the chief executive officer of Soon Fund. Since January 2023, Mr. Zhang has been serving as the managing director of QMetaverse. Since October 2020, Mr. Zhang served as the founder of Beishang Capital (Shenzhen) Group Co., Ltd. Mr. Zhang obtained his Bachelor of Finance from Tsinghua University in the People’s Republic of China in 2018.

 

Mr. Zhang has no family relationships with any of the executive officers or directors of the Company. There are no employment agreements between the Company and Mr. Zhang, nor are there any arrangement or plan in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Zhang. There have been no transactions to which the Company was or is to be a party, in which Mr. Zhang had, or will have, a direct or indirect material interest.

  

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text actual Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.

 

 

2

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

 

Xenous Holdings, Inc.

 

 

 

 

 

Date: May 12, 2026

By:

/s/ Dingwen Zhang

 

 

 

Dingwen Zhang

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

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