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

December 11, 2020
Date of Report (Date of earliest event reported)

FINGERMOTION, INC.
(Exact name of registrant as specified in its charter)

(347) 349-5339
Registrant’s telephone number, including area code

Not applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

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

On December 11, 2020, the Board of Directors of FingerMotion, Inc. (the “Company”) approved an increase in the number of directors on the Board of Directions of the Company from three members to four members and appointed Ng Eng Ho as a director of the Company to fill the vacancy created by the increase in the number of members on the Board of Directors of the Company.

Effective December 11, 2020, Martin Shen resigned as the Chief Financial Officer of the Company.

On December 11, 2020, following the resignation of Martin Shen as the Chief Financial Officer, the Board of Directors appointed Lee Yew Hon as the Chief Financial Officer of the Company.

As a result, the Company’s current directors and officers are as follows:

Name Position

Martin Shen Chief Executive Officer

Lee Yew Hon Chief Financial Officer

Leong Yew Poh Director

Wong Hsien Loong Director

Michael Chan Director

Ng Eng Ho Director

Ng Eng Ho (age 66) is currently the non-executive Chairman of ZWEEC Analytics Pte Ltd. in Singapore and an independent Board director of TNG Fintech Group in Hong Kong. He previously served in top management positions in several large business corporations in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary of Temasek holdings, as Executive Vice President (Operations), and ST Telemedia’s Indonesian subsidiary, PT Indosat Tbk, as the Deputy President Director. Mr. Ng was also Managing Director of Keppel Telecommunications & Transportation Ltd. after serving in various positions at Keppel T&T and its subsidiaries. Prior to joining Keppel T&T, Mr. Ng was a career officer in the Singapore Armed Forces. Mr. Ng has served as a Director of Alvarion Ltd. and as an Independent Director of Mencast Holdings Ltd. Mr. Ng received his Bachelor of Science (Telecomm System Enginerring) Degree (Honours) from the Royal Military College of Science, UK in 1977.

Lee Yew Hon (age 51) was the CFO of Cubinet Interactive Group of Companies from 2006 to November, 2020. He was one of the pioneers that started an online game publishing company. In his tenure, he was instrumental in leading Cubinet and building teams across the South East Asia region setting up all the financial processes within a short span of time. In 2011, Mr. Lee took on the additional role as the Chief Operating Officer of Cubinet spearheading the continuous growth of Cubinet to other regions such as Europe, Middle East and Russia, establishing new strategic partnerships. Prior to joining Cubinet, in 2001, Mr. Lee was employed by Trisilco IT Sdn Bhd as the Finance Manager overseeing the entire spectrum of the Finance and HR functions. In 2005, Mr. Lee took on the role of General Manager managing the entire operations of Trisilco from Finance, HR, Sales & Operations. Trisilco is an IT company specializing in regulatory reporting and compliance for the financial sector. Previously, Mr. Lee had a short tenure in Nadicorp Holdings as the internal auditor setting up the departments from scratch. Nadicorp is one of the largest private Bumiputra conglomerates with 5 main business units in Transportation, Manufacturing, Property & Plantation, Defence and Other support services. In his tenure as the Internal Auditors Manager, he set up the Audit Charter and the key internal audit processes and procedures. Mr. Lee received his diploma from the Tunku Abdul Rahman College in 1996 and is a Chartered Accountant, a Member of Malaysia Institute of Accountnants and an Associate Member of the Chartered Institute of Management Accountants, United Kingdom.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD

On December 17, 2020, the Company issued a news release regarding the resignation of Martin Shen as Chief Financial Officer of the Company, the appointment of Lee Yew Hon as the Chief Financial Officer of the Company and the appointment of Ng Eng Ho as a director of the Company.

A copy of the news release is attached as Exhibit 99.1 hereto.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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 hereunto duly authorized.

FingerMotion Appoints New Board Member and New CFO

NEW YORK, NY December 17, 2020 -- FingerMotion, Inc. (“FingerMotion” or the “Company”) (OTCQB: FNGR), a mobile data and services company, is pleased to announce the recent appointments of Lee Yew Hon as Chief Financial Officer (CFO), and Ng Eng Ho as a director of the Company. In order to make room for Mr. Lee to be appointed as CFO, Martin Shen resigned as the Chief Financial Officer just prior to Mr. Lee’s appointment.

Mr. Lee Yew Hon spent the past 14 years as the CFO of Cubinet which was one of the pioneers of online game publishing. During his tenure there he was instrumental in building teams and setting up the financial processes used to capture payments in a very short time span. His additional role of Chief Operating Officer meant spearheading growth and forging strategic partnerships in Europe, Middle East, and Russia, while remaining involved in finance, HR, and sales. He has also served as an internal auditor with Nadicorp Holdings where he designed the audit charter and the key internal audit processes and procedures.

“Mr. Lee has exactly the right experience for what we need at this point in our growth trajectory,” said Martin Shen, CEO of FingerMotion, Inc. “We expect Mr. Lee to assume the many duties and responsibilities of a traditional CFO that defaulted to me since my appointment as CEO. Lee’s experience is very well suited to our company as we have a payment gateway for our top up and our portal stores which is very similar in concept to what he was doing at his previous post. Also, our SMS business is expanding rapidly and his experience in building teams should help us forge new relationships around the world. His appointment is going to allow us to execute better and keep our expansion on track.”

Mr. Ng Eng Ho is currently the non-executive Chairman of ZWEEC Analytics Pte Ltd. in Singapore and an independent Board Director of TNG Fintech Group in Hong Kong. He has previously served in top management positions in several large business corporations in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary of Temasek Holdings, as Executive Vice President (Operations), and ST Telemedia’s Indonesian subsidiary, PT Indosat Tbk, as the Deputy President Director. Mr. Ng was also Managing Director of Keppel Telecommunications & Transportation Ltd. after serving in various positions at Keppel T&T and its subsidiaries. Prior to joining Keppel T&T, Mr. Ng was a career officer in the Singapore Armed Forces. He has served as a Director of Alvarion Ltd. and as an Independent Director of Mencast Holdings Ltd. Mr. Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of Science, UK.

“We are excited to have Mr. Ng join our Board of Directors,” said Martin Shen. “As we have stated before, corporate governance is vital component of our infrastructure as well as a key element in our intended uplisting process. Mr. Ng’s appointment as an independent Board Member, especially with his extensive experience, will serve our Company well.”

About FingerMotion, Inc.

FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. It is one of only a few companies in China with access to wholesale rechargeable minutes from China's largest mobile phone providers that can be resold to consumers. As the user base of its primary business continues to grow, the Company

is developing additional value-added technologies to market to its users. The vision of the Company is to rapidly grow the user base through organic means and have this growth develop into an ecosystem of users with high engagement rates utilizing its innovative applications. Developing a highly engaged ecosystem of users would strategically position the Company to onboard larger customer bases. FingerMotion eventually hopes to serve over 1 billion users in the China market and eventually expand the model to other regional markets.

For further information e-mail: info@fingermotion.com

718-269-3366

Safe Harbor Statement

This release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements give our current expectations of forecasts of future events. All statements other than statements of current or historical fact contained in this release, including statements regarding our future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals or the impact of any laws or regulations applicable to us, and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "should," "estimate," "expect," "hope," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons. Factors that could contribute to such differences include, but are not limited to: international, national and local general economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to manage its VIE contracts; the ability of the Company to maintain its relationships and licenses in China; adverse publicity; competition and changes in the Chinese telecommunications market; fluctuations and difficulty in forecasting operating results; business disruptions, such as technological failures and/or cybersecurity breaches; and the other factors 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). Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.