Advanced Biomed Inc 8-K, filed May 1, 2026
Advanced Biomed Inc. (ADVB)
About this 8-K
Advanced Biomed Inc filed this 8-K on May 1, 2026, reporting on events of April 28, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As reported on the Current Report on Form 8-K of Advanced Biomed Inc. (the “Company”) filed with the SEC on April 3, 2026, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) on April 2, 2026, with Acellent Technologies (Hong Kong) Co. Limited (the “Target”) and Mr. Xiaomin Chen, as the sole shareholder of the Target. Pursuant to the Share Purchase Agreement, the Company agreed to acquire 100% of the equity interest in the Target in exchange for the issuance of 270,000 shares of the Company’s common stock, par value $0.001 per share, valued at $4.00 per share, for an aggregate estimated consideration of $1,080,000. The shares was issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the transaction was completed on April 30, 2026.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item 2.01 of this Current Report on Form 8-K related to the issuance of 270,000 shares of the Company’s common stock to Mr. Xiaomin Chen is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company has determined to undertake a significant strategic pivot, transitioning its primary business focus from life sciences to artificial intelligence development (the “Strategic Pivot”). In light of the Strategic Pivot, the Company and Mr. Yi Lu, the Company’s Chief Executive Officer, director and Chairman of the Board, have mutually agreed that a leadership transition is necessary and in the best interests of the Company. The separation of Mr. Lu from his position as Chief Executive Officer, director and Chairman of the Board is neither a resignation by Mr. Lu nor a termination by the Company (whether for cause or without cause), but rather represents a mutual agreement between the Company and Mr. Lu to effectuate a leadership transition in connection with the Strategic Pivot (the “Mutual Separation”). In connection with the Mutual Separation, the Company entered into a termination agreement (the “Termination Agreement”), pursuant to which the Company agreed to issue 39,999 shares of the Company’s common stock to Mr. Lu as severance compensation.
Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Xiaomin Chen as Chief Executive Officer, director and Chairman of the Board of the Company, effective as of April 28, 2026.
Mr. Xiaomin Chen, age 49, has over 20 years of experience in artificial intelligence, large language models, and financial technology. He has been the Chief Executive Officer of Acellent Technologies (Hong Kong) Co., Ltd. since 2019, where he leads the development of a financial-domain large language model (FinLLM) and a trustworthy AI verification system (FinTruth) designed to meet the precision, explainability, and compliance demands of regulated financial markets. From 2010 to 2019, Mr. Chen served as Chief Technology Officer of Shanghai Jianshi Network Technology Co., Ltd., where he built and led a large-scale AI-powered image search platform. From October 2006 to August 2010, Mr. Chen was a Software Engineer on the Core Search & AI team at Google Inc., where he was awarded the Google Annual Outstanding Contribution Award (2009) for his work in AI-powered web indexing and storage optimization at scale. Mr. Chen received a Doctor of Philosophy in Computer Science from Rutgers University in 2006, and a Bachelor of Science in Computer Science from Shanghai Jiao Tong University in 1998.
There are no family relationships between Mr. Chen and any director or executive officer of the Company. Except as otherwise described below, Mr. Chen does not have any interest in any transactions with the Company requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Chen and any other person pursuant to which he was appointed as an officer or director of the Company.
As reported on the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2026 and under item 2.01 of this Current Report on Form 8-K, pursuant to the Share Purchase Agreement, the Company acquired 100% of the equity interest in the Target and issued 270,000 shares of the Company’s common stock to Mr. Xiaomin Chen. Mr. Chen is a party to the Share Purchase Agreement in his capacity as the sole shareholder and seller of the Target, and accordingly has a direct material interest in the transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into an employment agreement (the “Employment Agreement”) with Xiaomin Chen, pursuant to which Mr. Chen shall receive compensation at the rate of $12,000 per month.
The foregoing description of the Termination Agreement and the Employment Agreement is qualified by reference to the full text of such documents, which are furnished as Exhibit 10.1 and Exhibit 10.2 to this report.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated April 28, 2026, by and between Advanced Biomed Inc. and Yi Lu | |
| 10.2 | Employment Agreement, dated April 28, 2026, by and between Advanced Biomed Inc. and Xiaomin Chen | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Advanced Biomed Inc. | ||
| Date: May 1, 2026 | By: | /s/ Xiaomin Chen |
| Xiaomin Chen | ||
| Chief Executive Officer, director and Chairman of the Board | ||
| 2 |
Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”) is entered into by and between Advanced Biomed Inc., a Nevada corporation (the “Company”), and Mr. Yi Lu, the Chief Science Officer, the Chief Executive Officer, director and Chairman of the Board of Directors of the Company (“Mr. Lu”), and is effective as of April 28, 2026 (the “Effective Date”).
WHEREAS, the Company has determined to undertake a significant strategic pivot, transitioning its primary business focus from life sciences to artificial intelligence development (the “Strategic Pivot”);
WHEREAS, in light of the Strategic Pivot, the Company and Mr. Lu have mutually agreed that a leadership transition is necessary and in the best interests of the Company;
WHEREAS, the separation of Mr. Lu from his position as the Chief Science Officer, the Chief Executive Officer, director and Chairman of the Board of Directors is neither a resignation by Mr. Lu nor a termination by the Company (whether for cause or without cause), but rather represents a mutual agreement between the Company and Mr. Lu to effectuate a leadership transition in connection with the Strategic Pivot (the “Mutual Separation”);
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Company and Mr. Lu agree as follows:
1. Employment Agreement; Separation; Resignations
1.1 Employment Agreement Terminated and Superseded
The Company and Mr. Lu are parties to that certain Employment Agreement, dated of November 1, 2022 and March 8, 2024, (the “Employment Agreement”). Effective as of the Effective Date, the Employment Agreement is hereby terminated and shall be of no further force or effect, and the Company and Mr. Lu are fully and finally released and discharged from any and all obligations, covenants, duties, and liabilities under the Employment Agreement, in each case arising on or after the Effective Date.
Notwithstanding the foregoing any rights or obligations that, by their terms, accrued and became due prior to the Effective Date (including payment of any earned but unpaid base salary through the Effective Date and reimbursement of properly documented business expenses incurred prior to the Effective Date in accordance with Company policy) shall not be extinguished by this Section 1.1.
1.2 Separation from Employment; Mutual Separation
Effective as of the Effective Date, Mr. Lu’s employment with the Company and service as the Chief Science Officer, the Chief Executive Officer, director and Chairman of the Board of Directors shall end due to the Mutual Separation. The parties acknowledge and agree that the separation is pursuant to this Agreement, is being implemented by mutual agreement in connection with the Strategic Pivot, and is not intended by the parties to constitute (i) a resignation by Mr. Lu in any adversarial sense, or (ii) a termination by the Company for cause or without cause.
1.3 Resignation from Offices and Directorships
Effective as of the Effective Date, Mr. Lu hereby resigns from any and all officer positions and any other positions Mr. Lu holds with the Company (including any board or committee positions, if applicable).
1.4 Transition Matters
From and after the Effective Date, Mr. Lu shall have no authority to act on behalf of the Company (or to bind the Company) in any manner, except as may be expressly authorized in writing by the Company.
2. Consideration; Severance Equity
2.1 Severance Consideration
The Company shall issue to Mr. Lu (or to such other recipient as may be required by applicable law, including for tax reporting purposes, consistent with the recital above) 39,999 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), as severance consideration (the “Severance Consideration”).
2.2 Timing of Issuance
The Company shall issue the Shares as soon as reasonably practicable following the Effective Date, and in any event no later than ten (10) business days thereafter, subject to any required corporate approvals, tax withholding arrangements, and compliance with applicable securities laws.
2.3 Vesting; No Additional Service Requirement
The Shares shall be issued fully vested upon issuance and shall not be subject to forfeiture based on continued employment or services; provided, however, that the Shares shall be subject to the transfer restrictions and other restrictions set forth in this Agreement and as required by applicable law.
2.4 Securities Law Matters; Legends; Transfer and Lock-Up Restrictions
Mr. Lu acknowledges and agrees that:
(a) The Shares are being issued in a transaction that has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may bear one or more restrictive legends to reflect applicable restrictions on transfer under the Securities Act, applicable state securities laws, and Company policies.
(b) Mr. Lu shall not sell, transfer, pledge, hypothecate, or otherwise dispose of any Shares except pursuant to an effective registration statement under the Securities Act or an available exemption from registration, and in compliance with all applicable federal and state securities laws, including, if applicable, Rule 144 under the Securities Act, and the Company’s insider trading policy and any applicable trading blackout periods.
(c) As a condition to issuance of the Shares, Mr. Lu shall execute any customary documentation reasonably requested by the Company to evidence the issuance and applicable restrictions (including, if applicable, an investment representation letter or similar instrument), provided that such documentation shall not be inconsistent with this Agreement.
(d) If the Company is party to any lock-up agreement, market standoff agreement, underwriter agreement, or similar arrangement applicable to holders of the Company’s equity securities, and such arrangement is applicable to Mr. Lu or to the Shares, Mr. Lu agrees that the Shares shall be subject to such arrangement on the same basis as similarly situated holders, and Mr. Lu shall execute any customary joinder or acknowledgement reasonably requested by the Company to effectuate such application, provided that such arrangement is not more restrictive than the arrangements applicable to similarly situated holders.
3. Confidentiality; Non-Disparagement; Non-Disclosure of Agreement
3.1 Continuing Confidentiality
Mr. Lu reaffirms and agrees that Mr. Lu shall continue to protect and maintain the confidentiality of all Confidential Information (as defined below) and shall not, directly or indirectly, disclose any Confidential Information except as expressly permitted by this Agreement or as required by law.
For purposes of this Agreement, “Confidential Information” means any non-public information relating to the Company or any of its affiliates, businesses, operations, finances, strategies (including the Strategic Pivot), products, technologies, research and development, customers, suppliers, partners, personnel, trade secrets, know-how, processes, data, or other proprietary information, whether in written, oral, electronic, or any other form, that Mr. Lu obtained or had access to during Mr. Lu’s employment or service. Confidential Information does not include information that becomes publicly available through no breach of this Agreement by Mr. Lu.
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3.2 Non-Disparagement
Mr. Lu agrees not to make, publish, or communicate to any person or entity any statement (whether oral, written, electronic, or otherwise) that disparages, denigrates, or otherwise reflects adversely upon the Company or any of the Company Released Parties, including their respective products, services, practices, or reputation.
The Company agrees that neither its executive officers nor members of its Board of Directors will make, publish, or communicate to any person or entity any statement (whether oral, written, electronic, or otherwise) that disparages, denigrates, or otherwise reflects adversely upon Mr. Lu; provided that nothing in this sentence prohibits truthful statements required by law, SEC disclosure, or truthful testimony under oath.
3.3 Permitted Disclosures
Mr. Lu acknowledges and agrees that the Company may disclose this Agreement and its terms to the extent the Company determines, in its good faith judgment, that such disclosure is required or advisable under applicable law or SEC rules or in connection with any filing with the U.S. Securities and Exchange Commission (the “SEC”) (including a Current Report on Form 8-K) or related public disclosures.
4. Return of Company Property
No later than five (5) business days following the Effective Date (or such earlier date as the Company may reasonably request), Mr. Lu shall return to the Company all Company property in Mr. Lu’s possession, custody, or control.
5. Cooperation
Following the Effective Date, Mr. Lu agrees to cooperate with the Company in connection with (a) any audit, review, or restatement of the Company’s financial statements for periods during which Mr. Lu served as an officer or director of the Company, (b) the preparation of SEC filings, press releases, investor presentations, and other public disclosures relating to periods during which Mr. Lu served as an officer or director of the Company, (c) any investigation, dispute, claim, litigation, arbitration, or administrative proceeding relating to matters about which Mr. Lu has knowledge as a result of employment or service with the Company, and (d) reasonable transition matters relating to Mr. Lu’s former duties, in each case to the extent deemed reasonable by Mr. Lu.
6. Representations
6.1 By Mr. Lu
Mr. Lu represents and warrants that: (a) Mr. Lu has carefully read and fully understands all provisions of this Agreement; (b) Mr. Lu has been advised to consult with an attorney of Mr. Lu’s choosing, and has had a full opportunity to do so; (c) Mr. Lu is entering into this Agreement knowingly and voluntarily, without duress or coercion;
6.2 By the Company
The Company represents and warrants that: (a) the Company has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized by all necessary corporate action; and (c) the person signing this Agreement on behalf of the Company is duly authorized to do so.
7. Governing Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the King County, State of Washington, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or inconvenient forum.
8. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. To the extent permitted by law, any such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent.
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9. Entire Agreement; Interpretation; Amendments
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, understandings, negotiations, or representations, whether written or oral, with respect to such subject matter, including the Employment Agreement (as provided in Section 1.1).
This Agreement may be amended or modified only by a written instrument executed by the Company and Mr. Lu. The headings in this Agreement are for convenience only and shall not affect interpretation. This Agreement shall be construed as a whole and not in favor of or against any party by reason of authorship.
10. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by PDF, facsimile, or other electronic means (including via electronic signature platform) shall be effective as originals.
11. Assignment
Mr. Lu may not assign any rights or delegate any obligations under this Agreement without the Company’s prior written consent. The Company may assign this Agreement to any successor to the Company by merger, consolidation, reorganization, or sale of substantially all of the Company’s assets, provided that such successor assumes the Company’s obligations hereunder.
12. Notices
Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by email (with confirmation of transmission), to the parties at their most recent contact information on file with the Company (or to such other address or email address as a party may designate by notice in accordance with this Section 12).
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.
ADVANCED BIOMED INC.
| By: | /s/ Mingze Yin | |
| Name: | Mingze Yin | |
| Title: | Chief Financial Officer | |
| Date: | April 28, 2026 | |
| YI LU | ||
| Signature: | /s/ Yi Lu | |
| Name: | Yi Lu | |
| Date: | April 28, 2026 |
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is entered into as of April 28, 2026, by and between Advanced Biomed Inc., a Nevada State corporation (the “Company”) and Xiaomin Chen an individual (the “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 director, Chief Executive Officer and Chairman of the Board of Director (the “Board”) 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 and Chairman during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
1. POSITION
The Executive hereby accepts a position of director, Chief Executive Officer and Chairman of the Board (the “Employment”) of the Company.
2. DUTIES AND RESPONSIBILITIES
| (a) | The Executive’s duties at the Company will include all jobs assigned by 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. |
3. NO BREACH OF CONTRACT
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.
4. COMPENSATION AND BENEFITS
| (a) | Base Salary. The Executive’s base salary shall be USD12,000.00 per month (USD144,000.00 annually), paid by the Group 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 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. |
5. TERMINATION OF THE AGREEMENT
| (a) | By the Company. |
(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 7 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 1s 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.
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(iii) Without Cause. The Company may terminate the Employment without cause, at any time, upon a 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 12 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 following 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: (I) a lump sum cash payment equal to 12 months of the Executive's base salary at a rate equal to the greater of his annual salary in effect immediately prior to the termination, or his 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; and (3) immediate vesting of I 00% 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 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 12 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. |
6. 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 infom1ation, 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. |
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| (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 7 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 7, the Company shall have right to seek remedies pem1issible under applicable law.
7. 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.
8. WITHHOLDING TAXES
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.
9. ASSIGNMENT
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.
10. SEVERABILITY
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.
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11. ENTIRE AGREEMENT
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.
12. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the Nevada State.
13. AMENDMENT
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.
14. WAIVER
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.
15. NOTICES
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.
16. COUNTERPARTS
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.
17. 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.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| By: | /s/ Mingze Yin | |
| Name: | Mingze Yin | |
| Title: | Chief Financial Officer | |
| Executive | ||
| By: | /s/ Xiaomin Chen | |
| Name: | Xiaomin Chen | |