UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January 5, 2025
Commission
File Number: 001-39803
Meiwu
Technology Company Limited
(Translation
of registrant’s name into English)
1602,
Building C, Shenye Century Industry
No.
743 Zhoushi Road, Bao’an District
Shenzhen,
People’s Republic of China
Telephone:
+86-755-85250400
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Departure
of Certain Officers and Directors
Mr.
Xinliang Zhang, a member of the board of directors (the “Board”) of Meiwu Technology Company Limited, a British Virgin Islands
company (the “Company”), resigned from his position as the Co-Chief Executive Officer (the “Co- CEO”) of the
Company and a director of the Board, for personal reasons, effective on December 27, 2024. His resignation was not a result of
any disagreements with the Company on any matter related to the operations, policies, or practices of the Company.
Ms.
Jinfeng He, a member of the Board of the Company, resigned from her position as a director of the Board, a member of the audit committee
(the “Audit Committee”), the corporate governance and nominating committee (the “Nominating Committee”) and the
compensation committee (the “Compensation Committee”) of the Board, for personal reasons, effective on December 27, 2024.
Her resignation was not a result of any disagreements with the Company on any matter related to the operations, policies, or practices
of the Company.
Mr.
Lam Kit Lam, a member of the Board of the Company, resigned from his position as a director of the Board, the Chairman of the Compensation
Committee, and a member of the Audit Committee and the Nominating Committee, for personal reasons, effective on December 27, 2024. His
resignation was not a result of any disagreements with the Company on any matter related to the operations, policies, or practices of
the Company.
Ms.
Xiaoying Mu, a member of the Board of the Company, resigned from her position a director of the Board, the Chairwoman of the Audit Committee
and the Nominating Committee, and a member of the Compensation Committee, for personal reasons, effective on December 27, 2024. Her resignation
was not a result of any disagreements with the Company on any matter related to the operations, policies, or practices of the Company.
The Company’s board of directors has determined
that each of Mr. Aiwei Luo, Mr. Peiqun Lin and Ms. Qiufei Chen is “independent” as that term is defined in the rules of the
SEC and the applicable rules of the NASDAQ Capital Market. The Audit Committee will consist of Mr. Aiwei Luo, Mr. Peiqun Lin and Ms.
Qiufei Chen, and Mr. Peiqun Lin will act as the chairman. The Nominating Committee will consists of Mr. Aiwei Luo, Mr. Peiqun Lin and
Ms. Qiufei Chen, and Ms. Qiufei Chen will act as the chairwoman. The Compensation Committee will consists of Mr. Aiwei Luo, Mr. Peiqun
Lin and Ms. Qiufei Chen, and Mr. Aiwei Luo will serve as the chairman.
In
addition, upon appointment of Mr. Zhichao Yang as the Chief Executive Officer of the Company, Ms. Qiulan Li no longer serves as a Co-
Chief Executive Officer of the Company. Ms. Li continues to serve as a director of the Company.
Appointment
of Certain Officers and Directors
Effective
January 6, 2025 the Board appointed Mr. Zhichao Yang as the Chief Executive Officer of the Company and a director of the Board,
and Mr. Peiqun Lin, Mr. Aiwei Luo, and Mr. Hanwu Yang, each as a director of the Board. The biographical information of Mr. Zhichao Yang,
Mr. Peiqun Lin, Mr. Aiwei Luo, and Mr. Hanwu Yang is set forth below.
Mr.
Zhichao Yang, aged 41, possesses extensive experience in operations and business management within the healthcare and functional skincare
industries. From August 2017 to November 2020, Mr. Yang has served as the Chief Executive Officer of Guangzhou Meirenguo Skill Training
Co., Ltd., which operates a platform that provides minimally invasive aesthetic services and business management consulting services.
In this capacity, he is responsible for overseeing the company’s operations, sales management, channel development, customer development
planning and execution, and overall financial management. Since December 2020, Mr. Yang held the position of Chief Executive Officer
at Fujian Chencai Health Industry Group Co., Ltd., a comprehensive health industry service platform providing services including comprehensive
health services, medical aesthetic services, lifestyle beauty services, and business management consulting services. In this role, he
was responsible for the development of the company’s organizational structure, business model planning, financial control, and
the strategic planning for its subsidiaries, as well as overall operational oversight.
Mr.
Zhichao Yang does not have a family relationship with any director or executive officer of the Company and has not been involved in any
transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
The
Company entered into an employment agreement (the “Employment Agreement”) and a director offer letter (the “Zhichao
Offer Letter”) with Mr. Zhichao Yang, which establishes other terms and conditions governing his service to the Company. He
will receive an annual base salary of $200,000 for his services as the Chief Executive Officer. He will not receive any compensation
as a director. The Employment Agreement and Zhichao Offer Letter are qualified in their entirety by reference to the complete text of
the Employment Agreement and Zhichao Offer Letter, which are filed hereto as Exhibit 10.1 and Exhibit 10.2.
Mr.
Peiqun Lin, aged 44, is experienced in marketing and brand development. From October 2018 to November 2011, he served as the marketing
director of Quanzhou Weimei - Hello Beautiful Makeup Training School, an institution specializing in training in skills such as beauty,
hairdressing, makeup, and nail art. He is responsible for overall marketing planning including the expansion of marketing channels, and
the execution of the online and offline marketing campaigns. Since December 2020, he has served as the chief branding manager of Meixing
Health Information Group Co., Ltd., which provides medical aesthetic services, lifestyle beauty services, and business management consulting
services, where Mr. Lin is responsible for branding, marketing, advertising design, and the execution of both online and offline marketing
campaigns. Mr. Lin obtain his secondary vocational degree in Interior Design from Guangdong Industry Polytechnic University in July 2001.
Mr.
Peiqun Lin does not have a family relationship with any director or executive officer of the Company and has not been involved in any
transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
The
Company entered into a director offer letter (the “Lin Offer Letter”) with Mr. Peiqun Lin, which establishes other
terms and conditions governing her service to the Company, he will not receive any compensation as a director. The Lin Offer Letter is
qualified in its entirety by reference to the complete text of the Lin Offer Letter, which is filed hereto as Exhibit 10.3.
Mr.
Aiwei Luo, aged 45, is experienced in financial management. From March 2019 to March 2021, he was the financial manager of Guangzhou
Qingmi Cultural and Technological Services Co., Ltd., which focuses on providing educational services for children. He is responsible
for overall financial management. Simultaneously, he was the financial manager of Guangzhou Bingquan Cosmetics Technology Co., Ltd.,
which engages in the business of wholesale and retail of cosmetics, wholesale and retail of daily necessities, and information consulting
services. Mr. Luo was responsible for overall cost management. Since November 2022, he has been the financial director of Guangzhou Meixing
Health Information Group Co., Ltd., which provides medical aesthetic services, lifestyle beauty services, and business management consulting
services. Mr. Luo is responsible for the overall financial management. He obtained his bachelor’s degree in financial accounting
education from Guangdong Polytechnic Normal University in July 2003.
Mr.
Aiwei Luo does not have a family relationship with any director or executive officer of the Company and has not been involved in any
transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
The
Company entered into a director offer letter (the “Luo Offer Letter”) with Mr. Aiwei Luo, which establishes other
terms and conditions governing her service to the Company, he will not receive any compensation as a director. The Luo Offer Letter is
qualified in its entirety by reference to the complete text of the Luo Offer Letter, which is filed hereto as Exhibit 10.4.
Mr.
Hanwu Yang, aged 50, is experienced in marketing. Since December 2019, he was the marketing director of Meiwu Zhishi Technology (Shenzhen)
Co,. Ltd., which is a variable interest entity controlled by The Company, which is an electronic online platform designed to provide
primarily clean food to customers. Mr. Yang is responsible for enhancing company performance by driving revenue growth. He obtained his
bachelor’s degree in Chinese Language and Literature from Shaanxi Normal University in July 2002.
The
Company entered into a director offer letter (the “Hanwu Offer Letter”) with Mr. Hanwu Yang, which establishes other
terms and conditions governing her service to the Company, he will not receive any compensation as a director. The Hanwu Offer Letter
is qualified in its entirety by reference to the complete text of the Hanwu Offer Letter, which is filed hereto as Exhibit 10.5.
EXHIBIT
INDEX
SIGNATURE
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.
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Meiwu
Technology Company Limited |
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By:
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/s/
Zhichao Yang |
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Zhichao
Yang |
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Chief
Executive Officer |
Date:
January 7, 2025
Exhibit 10.1
EMPLOYMENT
AGREEMENT
This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 6, 2025 (the “Effective Date”),
by and between Meiwu Technology Company Limited, incorporated under the laws of the British Virgin Islands (the “Company”)
and Zhichao Yang, 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 Executive 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 Executive 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 Executive Officer (the “Employment”) of the Company.
Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be 1 year commencing on the Effective Date, unless
terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically 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 one month prior to the expiration of the applicable term.
| 3. |
DUTIES
AND RESPONSIBILITIES |
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(a) |
The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”)
or the Company’s Chief Executive Officer, as the case may be. |
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(b) |
The
Executive shall devote all of her working time, attention and skills to the performance of her duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Memorandum of Association and the Articles of Association
of the Company, as amended and restated from time to time (the “Charter of Documents”), and the guidelines, policies
and procedures of the Company approved from time to time by the Board. |
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(c) |
The
Executive shall use her best efforts to perform her 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.
The Executive shall notify the Company in writing of her 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 her 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.
The
Executive will be based in China. The Company reserves the right to transfer or send the Executive to any location in China or elsewhere
in accordance with its operational requirements.
| 6. |
COMPENSATION
AND BENEFITS |
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(a) |
Base
Salary. The Executive’s initial base salary shall be two hundred thousand U.S. Dollars $200,000 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. |
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(b) |
Bonus.
The Executive shall be eligible for Bonuses determined by the Board. |
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(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. |
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(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. |
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(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 her 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 her 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 her 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 to 3 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 her 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 3 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 3 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 3 months fo1lowing the termination;
and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.
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(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 3 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. |
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(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 NONDISCLOSURE |
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(a) |
Confidentiality
and Non-disclosure. The Executive hereby agrees at all times during the term of the Employment and after its 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 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. |
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(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 her 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 her work with the Company and will provide written certification of her compliance with
this Agreement. Under no circumstances will the Executive have, following her termination, in her possession
any property of the Company, or any documents or materials or copies thereof containing any Confidential Information. |
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(c) |
Former
Employer Information. The Executive agrees that he or she has not and will not, during the term of her 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. |
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(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 her 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 her 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:
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(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; |
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(b) |
unless
expressly consented to by the Company, 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 |
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(c) |
unless
expressly consented to by the Company, 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 11 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 11 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11,
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. 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 New York.
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.
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Meiwu
Technology Company Limited |
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By: |
/s/
Changbin Xia |
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Name: |
Changbin
Xia |
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Title: |
Chairman
of the Board |
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Executive |
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Signature: |
/s/
Zhichao Yang |
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Name: |
Zhichao
Yang |
Exhibit
10.2
Meiwu
Technology Company Limited
1602,
Building C, Shenye Century Industrial Center
No.
743 Zhoushi Road, Hangcheng Street,
Bao’an
District,
Shenzhen,
People’s Republic of China
January
6, 2025
Mr.
Zhichao Yang
| Re: |
Director
Offer Letter |
Dear
Mr. Zhichao Yang,
Meiwu
Technology Company Limited, a British Virgin Islands exempted company with limited liability (the “Company”), is pleased
to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will
be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position
as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company.
1.
Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on the
date hereof, and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position
shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement
shall remain in full force and effect.
2.
Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule
A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate
in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend
and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the
Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3.
Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule
B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director,
which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses
incurred by you in connection with the performance of your Duties.
4.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned
by you without the prior written consent of the Company.
5.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition. For purposes of this Agreement the term “Confidential Information” means:
i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could
have commercial value or utility in the business in which the Company is engaged; or
ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii.
Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company,
concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business
plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i.
Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of
this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and
iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 8 herein.
d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e.
Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world)
relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise
out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company.
You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain,
enforce, and defend any rights assigned.
6.
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of
24 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder,
employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially
interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services
or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or
its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation
which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of
such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.
7.
Non-Solicitation. So long as you are a member of the Board and for a period of 24 months thereafter, you shall not directly
or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
8.
Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason
by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled
to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited by
law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written
notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein
or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or
Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation
(including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred
in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have
not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
9.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements
made and to be performed entirely in the State of New York.
10.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the
subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any
term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach
or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any
time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.
11.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance
of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
12.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to
create any right for you to continue employment with the Company.
13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept
as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.
The
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
|
| |
Meiwu
Technology Company Limited |
| |
|
| |
By: |
/s/
Changbin Xia |
| |
Name: |
Changbin
Xia |
| |
Title: |
Chairman
of the Board |
AGREED
AND ACCEPTED:
| By: |
/s/ Zhichao Yang |
|
| Name: |
Zhichao Yang |
|
Schedule
A
The
Director is offered to serve on the following Board committee(s):
| Committee |
|
Title |
| Audit
Committee |
|
N/A |
| Nominating
and Governance Committee |
|
N/A |
| Compensation
Committee |
|
N/A |
Schedule
B
Compensation
During
your term as a member of Board of Directors of the Company, you will receive cash compensation in the amount of $0.
Exhibit 10.3
Meiwu
Technology Company Limited
1602,
Building C, Shenye Century Industrial Center
No.
743 Zhoushi Road, Hangcheng Street,
Bao’an
District,
Shenzhen,
People’s Republic of China
January
6, 2025
Mr.
Peiqun Lin
| Re: |
Director
Offer Letter |
Dear
Mr. Peiqun Lin,
Meiwu
Technology Company Limited, a British Virgin Islands exempted company with limited liability (the “Company”), is pleased
to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will
be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position
as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company.
1.
Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on the
date hereof, and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position
shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement
shall remain in full force and effect.
2.
Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule
A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate
in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend
and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the
Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3.
Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule
B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director,
which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses
incurred by you in connection with the performance of your Duties.
4.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned
by you without the prior written consent of the Company.
5.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition. For purposes of this Agreement the term “Confidential Information” means:
i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could
have commercial value or utility in the business in which the Company is engaged; or
ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii.
Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company,
concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business
plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i.
Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of
this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and
iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 8 herein.
d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e.
Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world)
relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise
out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company.
You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain,
enforce, and defend any rights assigned.
6.
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of
24 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder,
employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially
interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services
or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or
its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation
which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of
such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.
7.
Non-Solicitation. So long as you are a member of the Board and for a period of 24 months thereafter, you shall not directly
or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
8.
Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason
by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled
to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited by
law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written
notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein
or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or
Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation
(including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred
in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have
not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
9.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements
made and to be performed entirely in the State of New York.
10.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the
subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any
term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach
or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any
time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.
11.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance
of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
12.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to
create any right for you to continue employment with the Company.
13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept
as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.
The
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
|
| |
Meiwu
Technology Company Limited |
| |
|
|
| |
By: |
/s/
Changbin Xia |
| |
Name: |
Changbin
Xia |
| |
Title: |
Chairman
of the Board |
AGREED
AND ACCEPTED:
| By: |
/s/ Peiqun Lin |
|
| Name: |
Peiqun Lin |
|
Schedule
A
The
Director is offered to serve on the following Board committee(s):
| Committee |
|
Title |
| Audit
Committee |
|
chairman |
| Nominating
and Governance Committee |
|
member |
| Compensation
Committee |
|
member |
Schedule
B
Compensation
During
your term as a member of Board of Directors of the Company, you will receive cash compensation in the amount of $0.
Exhibit 10.4
Meiwu
Technology Company Limited
1602,
Building C, Shenye Century Industrial Center
No.
743 Zhoushi Road, Hangcheng Street,
Bao’an
District,
Shenzhen,
People’s Republic of China
January
6, 2025
Mr.
Aiwei Luo
| Re: |
Director
Offer Letter |
Dear
Mr. Aiwei Luo ,
Meiwu
Technology Company Limited, a British Virgin Islands exempted company with limited liability (the “Company”), is pleased
to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will
be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position
as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company.
1.
Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on the
date hereof, and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position
shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement
shall remain in full force and effect.
2.
Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule
A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate
in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend
and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the
Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3.
Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule
B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director,
which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses
incurred by you in connection with the performance of your Duties.
4.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned
by you without the prior written consent of the Company.
5.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition. For purposes of this Agreement the term “Confidential Information” means:
i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could
have commercial value or utility in the business in which the Company is engaged; or
ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii.
Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company,
concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business
plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i.
Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of
this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and
iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 8 herein.
d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e.
Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world)
relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise
out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company.
You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain,
enforce, and defend any rights assigned.
6.
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of
24 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder,
employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially
interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services
or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or
its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation
which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of
such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.
7.
Non-Solicitation. So long as you are a member of the Board and for a period of 24 months thereafter, you shall not directly
or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
8.
Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason
by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled
to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited by
law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written
notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein
or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or
Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation
(including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred
in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have
not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
9.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements
made and to be performed entirely in the State of New York.
10.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the
subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any
term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach
or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any
time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.
11.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance
of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
12.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to
create any right for you to continue employment with the Company.
13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept
as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.
The
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
|
| |
Meiwu
Technology Company Limited |
| |
|
|
| |
By: |
/s/
Changbin Xia |
| |
Name: |
Changbin
Xia |
| |
Title: |
Chairman
of the Board |
AGREED
AND ACCEPTED:
| By: |
/s/ Aiwei Luo |
|
| Name: |
Aiwei Luo |
|
Schedule
A
The
Director is offered to serve on the following Board committee(s):
| Committee |
|
Title |
| Audit
Committee |
|
Member |
| Nominating
and Governance Committee |
|
Member |
| Compensation
Committee |
|
Chairman
|
Schedule
B
Compensation
During
your term as a member of Board of Directors of the Company, you will receive cash compensation in the amount of $0.
Exhibit 10.5
Meiwu
Technology Company Limited
1602,
Building C, Shenye Century Industrial Center
No.
743 Zhoushi Road, Hangcheng Street,
Bao’an
District,
Shenzhen,
People’s Republic of China
January
6, 2025
Mr.
Hanwu Yang
| Re: |
Director
Offer Letter |
Dear
Mr. Hanwu Yang,
Meiwu
Technology Company Limited, a British Virgin Islands exempted company with limited liability (the “Company”), is pleased
to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will
be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position
as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company
and contains all the terms and conditions relating to the services you agree to provide to the Company.
1.
Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on the
date hereof, and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position
shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement
shall remain in full force and effect.
2.
Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule
A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate
in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend
and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the
Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3.
Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule
B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director,
which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses
incurred by you in connection with the performance of your Duties.
4.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned
by you without the prior written consent of the Company.
5.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition. For purposes of this Agreement the term “Confidential Information” means:
i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could
have commercial value or utility in the business in which the Company is engaged; or
ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii.
Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company,
concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business
plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i.
Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of
this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and
iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 8 herein.
d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e.
Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world)
relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise
out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company.
You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain,
enforce, and defend any rights assigned.
6.
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of
24 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder,
employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially
interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services
or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or
its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation
which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of
such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.
7.
Non-Solicitation. So long as you are a member of the Board and for a period of 24 months thereafter, you shall not directly
or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
8.
Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason
by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled
to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited by
law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written
notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein
or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or
Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation
(including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred
in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have
not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
9.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements
made and to be performed entirely in the State of New York.
10.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the
subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any
term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach
or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any
time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.
11.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance
of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
12.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to
create any right for you to continue employment with the Company.
13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept
as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.
The
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
|
| |
Meiwu
Technology Company Limited |
| |
|
|
| |
By: |
/s/
Changbin Xia |
| |
Name: |
Changbin
Xia |
| |
Title: |
Chairman
of the Board |
AGREED
AND ACCEPTED:
| |
|
|
| By:
|
/s/ Hanwu Yang |
|
| Name: |
Hanwu Yang |
|
Schedule
A
The
Director is offered to serve on the following Board committee(s):
| Committee |
|
Title |
| Audit
Committee |
|
N/A |
| Nominating
and Governance Committee |
|
N/A |
| Compensation
Committee |
|
N/A |
Schedule
B
Compensation
During
your term as a member of Board of Directors of the Company, you will receive cash compensation in the amount of $0.
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