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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
September 8, 2023
TD Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36055 |
|
45-4077653 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
139, Xinzhou 11th Street, Futian District
Shenzhen, Guangdong, PRC 518000
(Address of Principal Executive Offices)
+86 (0755) 82792111
(Issuer’s telephone number)
(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 to 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 240.13e-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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.001 |
|
GLG |
|
Nasdaq Capital Market |
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Tianshi (Stanley) Yang
On September 8, 2023, TD Holdings,
Inc. (the “Company”) was informed by Tianshi (Stanley) Yang that he will resign from his position as the Chief Financial
Officer and as a director of the board of directors (the “Board”) of the Company, effective September 11, 2023. Mr.
Yang’s resignation is not because of any disagreement with the Company relating to its operations, policies or practices, including
accounting principles and practices.
Appointment of Wenhao Cui
On September 11, 2023, the
Board appointed Mr. Wenhao Cui as the Chief Financial Officer of the Company and a member of the Board to fill the vacancies created by
the resignation of Mr. Yang, effective September 11, 2023.
Mr. Wenhao Cui served as the finance
director of Tongdao E-commerce Group Limited (hereinafter referred to as “Tongdao Group”) from August 2018 until September
9, 2023. From March 2016 to July 2018, Mr. Cui served as Supervisor of the Finance Department Shenzhen Color Life Services Group Co.,
LTD. (HKEx: 01778). From March 2015 to February 2016, Mr. Cui worked as a financial assistant in Dongguan Yinji Group Co., LTD. Mr. Cui
graduated from Jinan University in Guangdong, China.
Mr. Cui entered into an employment
agreement with the Company, which sets his annual compensation at $30,000 and establishes other terms and conditions governing his service
to the Company.
Appointment of Ge Ouyang
On September 11, 2023, the
Board appointed Ms. Ge Ouyang as the Chief Operating Officer (“COO”), effective September 11, 2023.
Ms. Ouyang Ge, once served as
the Chairwoman of Tongdao Group. In 2011, Ms. Ouyang co-founded Tongdao Group and was responsible for its operational management until
September 9, 2023. Prior to co-founding Tongdao Group, Ms. Ouyang served as the Director of Securities Information Department at Hexun
Information Technology Co., Ltd. and as the General Manager at Beijing Zhonghuidaoming International Capital Co., Ltd. Ms Ouyang graduated
from Hunan Normal University in Hunan, China.
Ms. Ouyang also entered into
an employment agreement with the Company, which sets her annual compensation at $42,000 and establishes other terms and conditions governing
her service to the Company.
Item 9.01 Financial Statement 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.
|
TD HOLDINGS, INC. |
|
|
|
Date: September 11, 2023 |
By: |
/s/ Renmei Ouyang |
|
Name: |
Renmei Ouyang |
|
Title: |
Chief Executive Officer |
2
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of September 11, 2023 (the “Effective Date”), by and
between TD Holdings, Inc., incorporated under the laws of the State of Delaware (the “Company”), and Wenhao Cui, an
individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term
“Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company
and all of its subsidiaries and affiliated entities (collectively, the “Group”).
RECITALS
A. The Company desires to
employ the Executive as its Chief Financial Officer and to assure itself of the services of the Executive during the term of Employment
(as defined below).
B. The Executive desires to
be employed by the Company as its Chief Financial Officer during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
The Executive hereby accepts
a position of Chief Financial Officer (the “Employment”) of the Company.
The Executive will be offered
a seat on the Company’s Board of Directors upon commencing employment with the Company as its Chief Financial Officer and The Executive
shall remain on the Board of Directors for so long as he remains the Company’s Chief Financial Officer.
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be 2 years commencing on the Effective Date, unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company nor the Executive provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable term.
3. |
DUTIES AND RESPONSIBILITIES |
| (a) | The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”). |
| (b) | The
Executive shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation and Bylaws of the Company, as amended
and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company
approved from time to time by the Board. |
| (c) | The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not,
without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or
affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the same business in
which the Company engages (any such business or entity, a “Competitor”), provided that nothing in this clause
shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities exchange
or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares
and securities. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner
and with such details and particulars as the Company may reasonably require. |
The Executive hereby represents
to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy
to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of
the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into
this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or
similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
6. |
COMPENSATION AND BENEFITS |
| (a) | Base
Salary. The Executive’s initial base salary shall be Thirty Thousand U.S. Dollars $30,000 per year, paid in periodic installments
in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment by
the Board. |
| (b) | Bonus.
The Executive shall be eligible for Bonuses determined by the Board. |
| (c) | Equity
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate
in such plan pursuant to the terms thereof as determined by the Board. |
| (d) | Benefits.
The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted
by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday
plan. |
| (e) | Expenses.
The Executive shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred
by the Executive in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance
with the Company’s policies and procedures. |
7. |
TERMINATION OF THE AGREEMENT |
| (i) | For Cause. The Company may terminate the Employment
for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in
which case notice or remuneration will be provided in accordance with applicable law), if: |
| (1) | the Executive is convicted or pleads guilty to a felony or
to an act of fraud, misappropriation or embezzlement, |
| (2) | the Executive has been grossly negligent or acted dishonestly
to the detriment of the Company, |
| (3) | the Executive has engaged in actions amounting to willful
misconduct or failed to perform his duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity
to cure such failure; or |
| (4) | the Executive violates Section 8 or 10 of this Agreement. |
Upon termination for cause, the Executive
shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not be entitled to
receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other
benefits will terminate, except as required by any applicable law.
| (ii) | For death and disability. The Company may also terminate
the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law,
in which case notice or remuneration will be provided in accordance with applicable law), if: |
| (1) | the Executive has died, or |
| (2) | the Executive has a disability which shall mean a physical
or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of
his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer
period is required by applicable law, in which case that longer period would apply. |
Upon termination for death or disability,
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right
to all other benefits will terminate, except as required by any applicable law.
| (iii) | Without Cause. The Company may terminate the Employment
without cause, at any time, upon one-month prior written notice. Upon termination without cause, the Company shall provide the following
severance payments and benefits to the Executive: (1) a lump sum cash payment equal to1 months of the Executive’s base salary
as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year
immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health
plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding
equity awards held by the Executive. |
Upon termination without, the Executive
shall be entitled to the amount of base salary earned and not paid prior to termination.
| (iv) | Change of Control Transaction. If the Company or its
successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the
Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be
entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 1 months of
the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination,
or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount
of his/her target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health
benefits under the Company’s health plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the
then-unvested portion of any outstanding equity awards held by the Executive. |
| (b) | By
the Executive. The Executive may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there
is a material reduction in the Executive’s authority, duties and responsibilities, or (2) there is a material reduction in
the Executive’s annual salary. Upon the Executive’s termination of the Employment due to either of the above reasons, the
Company shall provide compensation to the Executive equivalent to 1 months of the Executive’s base salary that he is entitled to
immediately prior to such termination. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation
is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board. |
| (c) | Notice
of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice
of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this
Agreement relied upon in effecting the termination. |
8. |
CONFIDENTIALITY AND NON-DISCLOSURE |
| (a) | Confidentiality
and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold
in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other
entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential
Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients,
customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans,
services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology,
designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures,
franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of
other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company,
its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if
specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information
shall not include information that is generally available and known to the public through no fault of the Executive. |
| (b) | Company
Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created,
received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to
inspection by the Company at any time. Upon termination of the Executive’s employment with the Company (or at any other time when
requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to
his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the
Executive have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof
containing any Confidential Information. |
| (c) | Former
Employer Information. The Executive agrees that he has not and will not, during the term of his employment, (i) improperly use
or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has
an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Company
any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing
by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims,
liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with
any violation of the foregoing. |
| (d) | Third
Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties
their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during
the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party. |
This Section 8 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to
seek remedies permissible under applicable law.
9. | CONFLICTING
EMPLOYMENT. |
The Executive hereby agrees
that, during the term of his employment with the Company, he or she will not engage in any other employment, occupation, consulting or
other business activity related to the business in which the Company is now involved or becomes involved during the term of the Executive’s
employment, nor will the Executive engage in any other activities that conflict with his obligations to the Company without the prior
written consent of the Company.
10. |
NON-COMPETITION AND NON-SOLICITATION |
In consideration of the salary
paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for
a period of one (1) year following the termination of the Employment for whatever reason:
| (a) | The
Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in
the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which
will harm the business relationship between the Company and such persons and/or entities; |
| (b) | The
Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal,
partner, licensor or otherwise, in any Competitor; and |
| (c) | The
Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the
services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. |
The provisions contained in
Section 10 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be
void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions
shall apply with such modification as may be necessary to make them valid and effective.
This Section 10 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that
there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance,
and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek
all remedies permissible under applicable law.
Notwithstanding anything else
herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or
payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be
required to be withheld pursuant to any applicable law or regulation.
This Agreement is personal
in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights
or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations
hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement
shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge
and perform all the promises, covenants, duties, and obligations of the Company hereunder.
If any provision of this Agreement
or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can
be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
This Agreement constitutes
the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Executive
and a member of the Group. The Executive acknowledges that he or she has not entered into this Agreement in reliance upon any representation,
warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the
Executive and the Company.
15. |
GOVERNING LAW; JURISDICTION |
This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware and each of the parties irrevocably consents to the jurisdiction
and venue of the federal and state courts located in Delaware.
This Agreement may not be
amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.
Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or
of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such waiver.
All notices, requests, demands
and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and
made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier
with next-day or second-day delivery to the last known address of the other party.
This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
Photographic copies of such
signed counterparts may be used in lieu of the originals for any purpose.
20. |
NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes that
this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with legal counsel
of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that
party being the drafter of such terms.
[Remainder of this page has been intentionally
left blank.]
IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.
|
TD Holdings, Inc, |
|
|
|
|
By: |
/s/ Renmei Ouyang |
|
Name: |
Renmei Ouyang |
|
Title: |
Chief Executive Officer |
7
Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of September 11, 2023 (the “Effective Date”), by and
between TD Holdings, Inc., incorporated under the laws of the State of Delaware (the “Company”), and Ge Ouyang, an
individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term
“Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company
and all of its subsidiaries and affiliated entities (collectively, the “Group”).
RECITALS
A. The Company desires to
employ the Executive as its Chief Operating Officer and to assure itself of the services of the Executive during the term of Employment
(as defined below).
B. The Executive desires to
be employed by the Company as its Chief Operating Officer during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
The Executive hereby accepts
a position of Chief Operating Officer (the “Employment”) of the Company.
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be 2 years commencing on the Effective Date, unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company nor the Executive provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable term.
3. |
DUTIES AND RESPONSIBILITIES |
| (a) | The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”). |
| (b) | The
Executive shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation and Bylaws of the Company, as amended
and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company
approved from time to time by the Board. |
| (c) | The Executive shall use his best efforts to perform his duties
hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company
and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the
same business in which the Company engages (any such business or entity, a “Competitor”), provided that nothing in
this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities
exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding
shares and securities. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner
and with such details and particulars as the Company may reasonably require. |
The Executive hereby represents
to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy
to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of
the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into
this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or
similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
6. |
COMPENSATION AND BENEFITS |
| (a) | Base
Salary. The Executive’s initial base salary shall be Forty-two Thousand U.S. Dollars $42,000 per year, paid in periodic installments
in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment by
the Board. |
| (b) | Bonus.
The Executive shall be eligible for Bonuses determined by the Board. |
| (c) | Equity
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate
in such plan pursuant to the terms thereof as determined by the Board. |
| (d) | Benefits.
The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted
by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday
plan. |
| (e) | Expenses.
The Executive shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred
by the Executive in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance
with the Company’s policies and procedures. |
7. |
TERMINATION OF THE AGREEMENT |
| (i) | For Cause. The Company may terminate the Employment
for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in
which case notice or remuneration will be provided in accordance with applicable law), if: |
| (1) | the Executive is convicted or pleads guilty to a felony or
to an act of fraud, misappropriation or embezzlement, |
| (2) | the Executive has been grossly negligent or acted dishonestly
to the detriment of the Company, |
| (3) | the Executive has engaged in actions amounting to willful
misconduct or failed to perform his duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity
to cure such failure; or |
| (4) | the Executive violates Section 8 or 10 of this Agreement. |
Upon termination for cause, the Executive
shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not be entitled to
receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other
benefits will terminate, except as required by any applicable law.
| (ii) | For death and disability. The Company may also terminate
the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law,
in which case notice or remuneration will be provided in accordance with applicable law), if: |
| (1) | the Executive has died, or |
| (2) | the Executive has a disability which shall mean a physical
or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of
his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer
period is required by applicable law, in which case that longer period would apply. |
Upon termination for death or disability,
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right
to all other benefits will terminate, except as required by any applicable law.
| (iii) | Without Cause. The Company may terminate the Employment
without cause, at any time, upon one-month prior written notice. Upon termination without cause, the Company shall provide the following
severance payments and benefits to the Executive: (1) a lump sum cash payment equal to1 months of the Executive’s base salary
as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year
immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health
plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding
equity awards held by the Executive. |
Upon termination without, the Executive
shall be entitled to the amount of base salary earned and not paid prior to termination.
| (iv) | Change of Control Transaction. If the Company or its
successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the
Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be
entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 1 months of
the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination,
or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount
of his/her target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health
benefits under the Company’s health plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the
then-unvested portion of any outstanding equity awards held by the Executive. |
| (b) | By
the Executive. The Executive may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there
is a material reduction in the Executive’s authority, duties and responsibilities, or (2) there is a material reduction in
the Executive’s annual salary. Upon the Executive’s termination of the Employment due to either of the above reasons, the
Company shall provide compensation to the Executive equivalent to 1 months of the Executive’s base salary that he is entitled to
immediately prior to such termination. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation
is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board. |
| (c) | Notice
of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice
of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this
Agreement relied upon in effecting the termination. |
8. |
CONFIDENTIALITY AND NON-DISCLOSURE |
| (a) | Confidentiality
and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold
in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other
entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential
Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients,
customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans,
services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology,
designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures,
franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of
other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company,
its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if
specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information
shall not include information that is generally available and known to the public through no fault of the Executive. |
| (b) | Company
Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created,
received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to
inspection by the Company at any time. Upon termination of the Executive’s employment with the Company (or at any other time when
requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to
his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the
Executive have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof
containing any Confidential Information. |
| (c) | Former
Employer Information. The Executive agrees that he has not and will not, during the term of his employment, (i) improperly use
or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has
an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Company
any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing
by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims,
liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with
any violation of the foregoing. |
| (d) | Third
Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties
their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during
the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party. |
This Section 8 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to
seek remedies permissible under applicable law.
9. |
CONFLICTING EMPLOYMENT. |
The Executive hereby agrees
that, during the term of his employment with the Company, he or she will not engage in any other employment, occupation, consulting or
other business activity related to the business in which the Company is now involved or becomes involved during the term of the Executive’s
employment, nor will the Executive engage in any other activities that conflict with his obligations to the Company without the prior
written consent of the Company.
10. |
NON-COMPETITION AND NON-SOLICITATION |
In consideration of the salary
paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for
a period of one (1) year following the termination of the Employment for whatever reason:
| (a) | The
Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in
the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which
will harm the business relationship between the Company and such persons and/or entities; |
| (b) | The
Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal,
partner, licensor or otherwise, in any Competitor; and |
| (c) | The
Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the
services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. |
The provisions contained in
Section 10 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be
void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions
shall apply with such modification as may be necessary to make them valid and effective.
This Section 10 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that
there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance,
and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek
all remedies permissible under applicable law.
Notwithstanding anything else
herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or
payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be
required to be withheld pursuant to any applicable law or regulation.
This Agreement is personal
in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights
or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations
hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement
shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge
and perform all the promises, covenants, duties, and obligations of the Company hereunder.
If any provision of this Agreement
or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can
be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
This Agreement constitutes
the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Executive
and a member of the Group. The Executive acknowledges that he or she has not entered into this Agreement in reliance upon any representation,
warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the
Executive and the Company.
15. |
GOVERNING LAW; JURISDICTION |
This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware and each of the parties irrevocably consents to the jurisdiction
and venue of the federal and state courts located in Delaware.
This Agreement may not be
amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.
Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or
of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such waiver.
All notices, requests, demands
and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and
made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier
with next-day or second-day delivery to the last known address of the other party.
This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
Photographic copies of such
signed counterparts may be used in lieu of the originals for any purpose.
20. |
NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes that
this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with legal counsel
of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that
party being the drafter of such terms.
[Remainder of this page has been intentionally
left blank.]
IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.
|
TD Holdings, Inc, |
|
|
|
|
By: |
/s/ Renmei Ouyang |
|
Name: |
Renmei Ouyang |
|
Title: |
Chief Executive Officer |
10
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Sep. 08, 2023 |
Cover [Abstract] |
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|
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TD Holdings, Inc.
|
Entity Central Index Key |
0001556266
|
Entity Tax Identification Number |
45-4077653
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DE
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Futian District
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Shenzhen
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