Robo.Ai Inc 6-K, filed Jul 10, 2025
Robo.Ai Inc. (AIIO)
About this 6-K
Robo.Ai Inc filed this 6-K on July 10, 2025.
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
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-41559
NWTN Inc.
(Translation of registrant’s name into English)
Office 114-117, Floor 1,
Building A1,
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Resignation of Chief Financial Officer
Effective July 2, 2025, Jinming Dong resigned as the Chief Financial Officer of NWTN Inc., a Cayman Islands exempted company (the “Company”). Mr. Dong’s resignation was for personal reasons and not due to any disagreement with the Company.
Appointment of Chief Financial Officer and Chief Operating Officer
On July 3, 2025, the board of directors of the Company appointed Adrian Wong as Chief Financial Officer of the Company and John Xie as Chief Operating Officer of the Company.
Adrian Wong, age 38, brings nearly two decades of investment banking and strategy consulting experience to the Company, with particular expertise in advising high-growth technology and mobility companies. Most recently, Mr. Wong served as Managing Director at China Galaxy International Securities from March 2023 to June 2025, the investment banking arm of China Investment Corporation, where he led the industrial team. Previously, he spent eight years at Morgan Stanley’s Investment Banking Division from August 2015 to February 2023 as an Executive Director with expertise in industrial and mobility technology sector. His career began in consulting at Mercer Limited from July 2008 to May 2013. Mr. Wong holds an MBA from The Wharton School at the University of Pennsylvania and earned his Bachelor’s degree in Psychology from The Chinese University of Hong Kong.
John Xie, age 34, has deep expertise in the new energy vehicle sector and a proven track record in ESG strategy development and execution. From February 2021 to September 2024, Mr. Xie served as Secretary-General of NIO Users Trust and concurrent Chairman of NIO Users Foundation, where he refined organizational management and strategic execution capabilities. Prior to that, he led the Innovation Business Unit in China, focusing on automotive strategy consulting and smart manufacturing solutions from December 2015 to January 2021. From July 2015 to December 2015, he started his career at BMW. Mr. Xie holds a Bachelor of Business Administration from Jilin University.
There are no family relationships between each of Mr. Wong and Mr. Xie and any director or executive officer of the Company. There are no transactions between the Company and each of Mr. Wong and Mr. Xie that are subject to disclosure under Item 404(a) of Regulation S-K.
Effective July 3, 2025, the Company, through its wholly-owned subsidiary, ICONIQ Green Technology FZCO (“ICONIQ Green”), entered into an employment contract with Mr. Wong for his services as Chief Executive Officer of the Company for a term of four years from, with a base salary of US$18,000 per month. Mr. Wong is entitled to a signing bonus equal to two months of base salary as part of his first month’s payroll upon completion of tasks mutually agreed by Mr. Wong and ICONIQ Green. Mr. Wong will be granted 2,500,000 restricted Class B ordinary shares of the Company as of July 3, 2025 (the “Initial Grant”) pursuant to the NWTN Inc. 2022 Equity Incentive Plan (the “2022 Plan”). Additionally, Mr. Wong may be eligible for a performance-based bonus and up to 1,500,000 Class B ordinary shares of the Company (together with the Initial Grant, the “Grants”) pursuant to the 2022 Plan upon achievement of certain to-be-determined key performance indicators. Mr. Wong has agreed to a non-compete and non-solicitation restriction for six months after the termination of the employment contract. The employment contract may be terminated by either party within a one-month advance written notice or immediately by ICONIQ Green in the event of Mr. Wong’s breach of the employment contract or misconduct, negligence or breach of duty or trust. Mr. Wong is entitled to payments on account of any end of service entitlement in line and payable under the UAE Labour Law 33 of 2021 and any amendments, notifications, and regulations thereof.
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Effective July 3, 2025, the Company, through ICONIQ Green, entered into an employment contract with Mr. Xie for his services as Chief Operating Officer of the Company for a term of four years, with a base salary of US$12,000 per month. Mr. Xie is entitled to a signing bonus equal to two months of base salary as part of his first month’s payroll upon completion of tasks mutually agreed by Mr. Xie and ICONIQ Green. Mr. Xie will be granted 1,000,000 Class B ordinary shares of the Company and may be eligible for future performance-based bonus and equity grants. Mr. Xie has agreed to a non-compete and non-solicitation restriction for six months after the termination of the employment contract. The employment contract may be terminated by either party within a one-month advance written notice or immediately by ICONIQ Green in the event of Mr. Xie’s breach of the employment contract or misconduct, negligence or breach of duty or trust. Mr. Xie is entitled to payments on account of any end of service entitlement in line and payable under the UAE Labour Law 33 of 2021 and any amendments, notifications, and regulations thereof.
In addition, the Company entered into indemnification agreements with each of Mr. Wong and Mr. Xie on July 1, 2025.
The foregoing descriptions of the employment contracts and indemnification agreements with Mr. Wong and Mr. Xie are qualified in their entirety by reference to the full text of those agreements. Copies of the employment contracts and a form of the indemnification agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and are incorporated herein by reference.
On July 7, 2025, the Company issued a press release announcing the appointments of Messrs. Wong and Xie as Chief Financial Officer and Chief Operating Officer, respectively. A copy of this press release is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 10.1 | Employment Contract with Adrian Wong. | |
| 10.2 | Employment Contract with John Xie. | |
| 10.3 | Form of Indemnification Agreement. | |
| 99.1 | Press Release dated July 7, 2025. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 10, 2025
| NWTN Inc. | ||
| By: | /s/ Benjamin Bin Zhai | |
| Name: | Benjamin Bin Zhai | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
EMPLOYMENT CONTRACT
This Employment Contract (“Contract”) is made and effective on July 3, 2025
Between
ICONIQ GREEN TECHNOLOGY FZCO, a company registered under the laws of the United Arab Emirates with a registered address at Building A1, Dubai Digital Park, Silicon Oasis, PO Box 6009, Dubai, UAE, under registration number CN-4760304 (hereinafter referred to as “Company”) of the one party;
And
Mr. Adrian Wong, holding Hong Kong Passport with No. H22956490 and permanent resident of Hong Kong (hereinafter referred to as “Employee”) of the other party.
The terms and conditions of this employment offer are based on the following:
| 1. | EMPLOYMENT |
| a) | The Company employs, engages, and hires the employee as Chief Financial Officer, NWTN Inc. and the employee accepts and agrees to such hiring, engagement, and employment, subject to the general supervision and pursuant to the orders, advice, and direction of the Company. |
| b) | This position is based in Dubai, UAE or other locations mutually agreed upon by the two parties according to the needs for performing the duties of Group VP or CFO. |
| c) | This position shall report to Chief Executive Officer and the Chairman of the Board of Directors, NWTN Inc. |
| d) | The employee shall perform such duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as those engaged in by the Company and shall also additionally render such other unrelated services and duties as maybe assigned to him, which will include undertaking tasks and duties for other Group offices, as assigned by the Company. |
| 2. | BEST EFFORTS OF EMPLOYEE |
The Employee agrees that he/she will at all times faithfully, industriously and to the best of his/her abilities, experience, and talents, perform all the duties that may be required of and from him/her pursuant to the express and implicit terms of this Contract, to the reasonable satisfaction of the Company. Such duties shall be rendered in good faith or as the interest, needs, business, or opportunity of Company shall require. The Employee may be required to travel to other locations as reasonably required to perform his/her duties. The Employee shall maintain the required professional certificates, qualifications and registrations which are necessary to enable the Employee to lawfully undertake duties during the employment tenure with the Company. The Employee consents to the Company monitoring and recording Employee’s use of Company’s electronic communication systems. The Employee shall at all times keep the Company promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and provide such explanations as the Company may require in connection therewith.
| 3. | EMPLOYMENT TENURE AND TERMS |
| a) | This Contract shall commence on July 3, 2025, with a probation period of 4 months. |
| b) | This Contract shall be for a period of four years, provided neither party submits a notice of termination and shall be extended for such period and on such terms as the Company decide. |
| c) | This Contract forms all the terms and conditions on which you will be employed by the Company starting on the date mentioned herein above and records the Contract reached between the Employee and the Company in relation to the principal terms and conditions of the Employee’s employment. Any variation to this Contract will be made in writing and signed by both parties. All capitalized terms used in this Contract have the meanings given to them in the Appendix unless expressly stated otherwise. |
| 4. | WORKING HOURS |
| a) | The normal working hours shall be eight (8) hours a day or forty-Eight (40) hours a week. |
| b) | The Employee also agrees to work out of office or onsite as necessitated by the nature of the work or as the business may require. Any duties performed outside of the days mentioned above, which must be approved by the Employee’s line manager to qualify, will be accrued as extra days of leave, and may be covered, at the discretion of management, by compensation as outlined in Clause 5 below. |
| 5. | COMPENSATION |
| a) | The Company shall pay the Employee, and Employee shall accept from Company, in full payment of Employee’s services under this Contract, salary compensation as detailed hereunder: |
| Basic Salary: | USD18,000.00 x 12 months per annual |
| Total Cash Salary per month: | USD18,000.00 |
The salary is payable in arrears by 10th of the succeeding month, after any necessary deductions are made while this Contract shall be in force. By signing this Contract, the Employee authorizes the Company to deduct from the salary compensation, any amount which is owed by the Employee to the Company including but not limited to overpaid salary or benefits, outstanding loans and excess leave taken, etc., if applicable.
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| b) | A sign-up bonus at the amount equivalent to two-month basic salary is payable to the employee as part of the payroll for the first month of employment upon completion of whatever mutually agreed by two parties. |
| c) | A performance-based bonus may be payable each year by the Company subject to the discretion of the Company and in line with the Company’s Group Bonus Policy for bonus entitlement. The terms of the bonus structure will be provided at the start of each calendar year by the Company and will be paid subject to the Company and/or Employee achieving the stipulated targets or key performing index within the calendar year. To receive the payment, the Employee must be employed with the Company as well as not serving notice period on the date the bonus is due to be paid. The bonus will not form part of the total annual compensation and not be attached to any end of gratuity payments. The amount of the bonus payable to the Employee is strictly confidential and should not be discussed or disclosed. Any breach may result in non-payment of discretionary award and dealt with in accordance with Company’s disciplinary procedures. |
| d) | The Employee will be eligible to participate in NWTN Equity Incentive Plan (EIP) through an equity limited liability partnership implemented by NWTN Inc. which went public on NASDAQ, USA in 2022. The Employee’s economics in this partnership will be effective as follows: |
Phase 1: 2,500,000 shares, granted upon onboarding, and
Phase 2: 1,500,000 shares, contingent on the next round of annual increase of EIP share pool per the Company IPO-agreement and Board approval, normally during the first January of the next following year of employment.
The grand of equity shares is subject to annual KPIs of CFO to be defined and agreed by the Employee and the CEO and Chairman in the coming three months after onboarding.
A separate agreement for such an Equity Incentive Plan shall be signed between the Employee and the Company.
| e) | In addition to and separate from the basic salary, the Employee will receive then Payment on account for any end of service entitlement in line and payable under UAE Labour Law 33 of 2021 and any amendment, notifications, and regulations thereof (“UAE Labour Law”) in which employed calculated solely on the monthly basic salary laid out in (A) above. |
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| f) | During the tenure of the Employment Contract, the Employee shall be responsible for all taxes, of any applicable on the aforesaid salary and/or any other payment to be any governmental agencies as per the local UAE Labour Law in force and submit the receipts and returns to the Company in proof of such tax remittance. |
| 6. | OFFICIAL COMMUNICATION: |
The Employee agrees to use the Company provided communication tools to carry out official communication with the other employees within the Company, clients, vendors, and other third parties. The Company provided communication tools includes Company e-mail ID, Company telephone line, Company mobile number, Company’s Lark for Business, and WhatsApp conversations, online conferencing using the Company’s mobile phone number. The Company does not provide a Mobile phone.
| 7. | ELECTRONIC AND TECHNOLOGICAL INFRASTRUCTURE: |
| a) | Electronic and technological infrastructure of the Company includes but is not limited to the Company supplied electronic devices and accessories such as computers, laptops, monitors, mouse, storage media, internet connectivity, software services, software licenses and subscriptions, cloud infrastructure, servers, telephones, network switches, network devices, television, lighting, etc. The Employee agrees not to disable any threat protection devices or software such as anti-virus software, firewall, anti-malware software, etc. The Employee also agrees not use the Company’s Electronic and Technological Infrastructure to transmit. |
| b) | The Employee agrees not to share the Company’s Security Codes such as Username, Password, Access cards, Access codes, etc. with any other Employee or Third Party. |
| c) | The Employee agrees to use the electronic and technological infrastructure in compliance with local UAE Labour Law applicable from time to time. The Company prohibits transmitting, copying, downloading, and making accessible online any third-party copyright information without written approval or licensing from the copyright holder. The Company also prohibits the Employee from using the Electronic and Technological Infrastructure to cause harm or access prohibited materials that are in violation of UAE Labour Law. The Employee agrees to reimburse the Company for any damage resulting from any acts committed by the Employee. |
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| 8. | LEAVE |
| a) | The Employee will be entitled to Annual Paid leave of 30 calendar days to be taken between 1st January and 31st December. Only 5 leave days may be carried over into the following year and cannot be accumulated year on year. All leave is to be taken in Contract with the Employee’s immediate line manager/Partner taking into consideration business and prior work commitments. No financial payment will be made in lieu of Annual leave that has not been taken. |
| b) | In addition to the Annual Leave, following the successful completion of Employee’s probationary period, subject to prescribed medical certificate, Employee will be entitled to up to ninety (90) days sick leave for each year of service, as follows: |
| 1.1.i.1.1. | The first fifteen (15) days of sick leave at full pay. |
| 1.1.i.1.2. | The next thirty (30) days of sick leave at half pay. |
| 1.1.i.1.3. | The remaining forty-five (45) days of sick leave at no pay. |
| c) | Maternity and or Paternity leave will be subject to and in accordance with the provisions of the Employment Regulations and the conditions provided under the UAE Labour Law. |
| 9. | INSURANCES AND TAXES |
| a) | The Employee shall be entitled to be covered by UAE Medical Insurance as facilitated by the Company. |
| b) | The Employee will be responsible for his/ her own overall personal tax liabilities, if any in all applicable jurisdictions. |
| 10. | AIRFARE |
The Company will provide the Employee an annual airfare allowance as per Company policy towards their annual leave as outlined in Clause 5 above.
| 11. | LOCAL ACCOMONDATION & TRANSPORTATION |
The Employee shall be provided with local accommodation and transportation support in the locations needed for job assignments per relevant policies of the Company.
| 12. | REIMBURSEMENT OF EXPENSES |
The Employee may incur reasonable expenses for undertaking the Company’s business, including expenses for travel, accommodation, victuals, and similar items. The Company shall reimburse the Employee for all business-related expenses after the Employee presents an itemized account of expenditures with the required support, pursuant with the Company’s policy. Corporate entertainment requires pre-approval and must be in line with Company policy.
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| 13. | OTHER EMPLOYMENT |
The Employee shall devote all his time, attention, knowledge, and skills solely to the business and interests of the Company and the Company shall be entitled to all the benefits, profits or other issues arising from or incident to all work, services, and advice of the Employee. The Employee shall not, during the term of this Contract, be interested directly or indirectly in any manner as partner, officer, director or shareholder, advisor, employee or in any other capacity in any other business similar to the Company’s business provided that nothing contained in this section shall be deemed to prevent or to limit the right of the Employee to invest in any capital stocks or securities which are publicly traded on any public exchange or limit the Employee’s right to invest in real estate.
| 14. | CONFIDENTIALITY |
The Employee shall not at any time or in any manner, either directly or indirectly divulge, disclose or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to any business of the Company, including but not limited to any of its customers, pricing, transaction, or any other information concerning the business of the Company, its manner of operation, its plans, processes or other data without regard to whether all the above stated matters will be deemed confidential, material or important and gravely affect the effective and successful conduct of the business of the Company and the Company’s good will and that any breach of the terms of this section shall be material breach of the Contract
All the terms of this Clause 14 shall remain in full force and effect after the termination of the Employee’s employment for any reason. In addition, the Employee shall not make any public announcement or statement of any kind that he is neither employed by nor connected with the Company until after the effective date of termination.
| 15. | INTELLECTUAL PROPERTY |
The Employee shall give the Company full written details of all inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the course of the employment. The Employee acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Employee holds them on trust for the Company. The Employee agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause.
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| 16. | POST-TERMINATION RESTRICTIONS |
In order to protect the business connections of the Company and its affiliated companies to which he has access as a result of the employment, the Employee covenants with the Company (for itself and as trustee and agent for each affiliated company) that he shall not:
| a) | for 6 months after termination of this Contract solicit or endeavour to entice away from the Company or any affiliated company the business or custom of a customer with a view to providing goods or services to that customer in competition with the Company or any affiliated company; and |
| b) | for 6 months after termination of this Contract offer to employ or engage or otherwise endeavour to entice away from the Company (or any affiliated company) anyone employed or engaged by the Company or any affiliated company. |
| 17. | TERMINATION |
| a) | This Contract may be terminated by either party on 1 (one) month written notice to the other. If the Company shall terminate this Contract, the Employee shall be entitled to compensation for 1 (one) month-. The Company reserves the right to require the Employee not to attend work and/or not to undertake all or any of your duties of employment during any period of notice /whether given by Employee or the Company) (“Garden Leave”). However, during such Garden Leave period, the Company shall continue to give you benefits agreed in this Contract. |
| b) | In the event of any violation by the Employee of any of the terms of this Contract or misconduct or negligence, breach of duty or trust, the Company may terminate employment without notice and with compensation to the Employee only to the date of such termination. |
| c) | It is further agreed that any breach or evasion of any of the terms of this Contract by either party will result in immediate and irreparable injury to the other party and will authorize recourse to injunction and or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled under this Contract. |
| d) | Notwithstanding the above, the Company also reserves the right at any time to suspend all or any of Employee’s duties for such period and on such terms as the Company considers appropriate, including a requirement that the Employee will not attend the Company premises or contact employees, clients, agents, counterparts in accordance with this clause and applicable provisions of the UAE Labour Law. Subject to all time to labour law, other connected regulations and the individual circumstances, the Company may withhold Employees salary and benefits during the suspension period. |
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| e) | Upon termination of employment, and or at any other time if the Company requests, the Employee shall deliver to the Company all documents (including electronic files), security access cards, laptop ipad, mobile phone SIM provided by the Company and or other item of equipment provided to the Employee by or concerning the Company which may be in the possession or control of the Employee. |
| 18. | REDUNDANCY |
In the event certain services extended by the Company is suspended, undergoes restructuring, downsizing or a similar event or reduces scope of the role or such function rendering the Employee’s role redundant in the location of the employment, redundancy-based separation will be applied by the Company.
| 19. | LOCAL LAW |
It is agreed by both parties that this Contract and the performance under this Contract and all suits and special proceedings under this Contract shall be construed in accordance with the UAE Labour Law, residency law, including any related personal and employment laws, notifications, decrees, rules, and regulations thereof including amendments which may be applicable in the employment location.
| 20. | CONDITIONS OF EMPLOYMENT |
| a) | The Employee will commit to exclusivity to the Company for employment and the Employee shall neither hold nor perform an additional role for any other legal entity with or without remuneration, without the previous consent of the Company. |
| b) | The Employee’s employment with the Company is conditional on security clearances (where applicable) and medical fitness, Employee maintaining his/her residency status and subject to the Employee having a legal right to work for the Company and live in the country of employment and obtaining and maintaining a work permit. The Company will extend the required coordination in order to obtain approvals from the relevant authorities in UAE. In case Employee’s work permit is cancelled for any reason, Employee will no longer be under Company’s employment and shall cease. |
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| c) | This Contract of Employment is subject to and conditional upon maintenance of clearances required for Employee’s role, and processing of a work permit enabling the Employee to work for the Company. |
| d) | This Contract contains the full Contract between the Employee and the Company regarding the provisions and conditions of the employment relationship, and it replaces all the previous Contracts. In addition, the Employee may be required to sign the local mandatory labour contract governing the employment terms (if applicable), and the terms laid under this Contract as agreed between the Company and Employee shall prevail over the labour contract as long such terms are not in breach of the provisions laid under UAE Labour Law 33 of 2021 and any amendment, notifications, and regulations thereof. |
| e) | THE PARTIES have executed this Contract on the date indicated above. |
| EMPLOYEE | COMPANY | |
|
/s/ Adrian Wong |
/s/ Benjamin Zhai | |
| Date: July 3, 2025 | Date: July 3, 2025 |
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Exhibit 10.2
EMPLOYMENT CONTRACT
This Employment Contract (“Contract”) is made and effective on July 3, 2025
Between
ICONIQ GREEN TECHNOLOGY FZCO, a company registered under the laws of the United Arab Emirates with a registered address at Building A1, Dubai Digital Park, Silicon Oasis, PO Box 6009, Dubai, UAE.], under registration number CN-4760304 (hereinafter referred to as “Company”) of the one party;
And
Mr. John Chaoyin Xie, holding Chinese Passport with No. of EK2517893 and permanent resident of China (hereinafter referred to as “Employee”) of the other party.
The terms and conditions of this employment offer are based on the following:
1. EMPLOYMENT
| a) | The Company employs, engages, and hires the employee as Chief Operations Officer, NWTN Inc. and the employee accepts and agrees to such hiring, engagement, and employment, subject to the general supervision and pursuant to the orders, advice, and direction of the Company. |
| b) | This position is based in Dubai, UAE or other locations mutually agreed upon by the two parties according to the needs for performing the duties of the position. |
| c) | This position shall report to Chief Executive Officer, NWTN Inc. |
| d) | The employee shall perform such duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as those engaged in by the Company and shall also additionally render such other unrelated services and duties as maybe assigned to him, which will include undertaking tasks and duties for other Group offices, as assigned by the Company. |
2. BEST EFFORTS OF EMPLOYEE
The Employee agrees that he/she will at all times faithfully, industriously and to the best of his/her abilities, experience, and talents, perform all the duties that may be required of and from him/her pursuant to the express and implicit terms of this Contract, to the reasonable satisfaction of the Company. Such duties shall be rendered in good faith or as the interest, needs, business, or opportunity of Company shall require. The Employee may be required to travel to other locations as reasonably required to perform his/her duties. The Employee shall maintain the required professional certificates, qualifications and registrations which are necessary to enable the Employee to lawfully undertake duties during the employment tenure with the Company. The Employee consents to the Company monitoring and recording Employee’s use of Company’s electronic communication systems. The Employee shall at all times keep the Company promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and provide such explanations as the Company may require in connection therewith.
3. EMPLOYMENT TENURE AND TERMS
| a) | This Contract shall commence on July 3, 2025, with a probation period of 6 months. |
| b) | This Contract shall be for a period of four years, provided neither party submits a notice of termination and shall be extended for such period and on such terms as the Company decide. |
| c) | This Contract forms all the terms and conditions on which you will be employed by the Company starting on the date mentioned herein above and records the Contract reached between the Employee and the Company in relation to the principal terms and conditions of the Employee’s employment. Any variation to this Contract will be made in writing and signed by both parties. All capitalized terms used in this Contract have the meanings given to them in the Appendix unless expressly stated otherwise. |
4. WORKING HOURS
| a) | The normal working hours shall be eight (8) hours a day or forty-Eight (40) hours a week. |
| b) | The Employee also agrees to work out of office or onsite as necessitated by the nature of the work or as the business may require. Any duties performed outside of the days mentioned above, which must be approved by the Employee’s line manager to qualify, will be accrued as extra days of leave, and may be covered, at the discretion of management, by compensation as outlined in Clause 5 below. |
5. COMPENSATION
| a) | The Company shall pay the Employee, and Employee shall accept from Company, in full payment of Employee’s services under this Contract, salary compensation as detailed hereunder: |
| Basic Salary: | USD12,000.00 x 12 months per annual |
| Total Cash Salary per month: | USD12,000.00 |
The salary is payable in arrears by 10th of the succeeding month, after any necessary deductions are made while this Contract shall be in force. By signing this Contract, the Employee authorizes the Company to deduct from the salary compensation, any amount which is owed by the Employee to the Company including but not limited to overpaid salary or benefits, outstanding loans and excess leave taken, etc., if applicable.
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| b) | A sign-up bonus at the amount equivalent to two-month basic salary is payable to the employee as part of the payroll for the first month of employment upon completion of whatever mutually agreed by two parties. |
| c) | A performance-based bonus may be payable each year by the Company subject to the discretion of the Company and in line with the Company’s Group Bonus Policy for bonus entitlement. The terms of the bonus structure will be provided at the start of each calendar year by the Company and will be paid subject to the Company and/or Employee achieving the stipulated targets or key performing index within the calendar year. To receive the payment, the Employee must be employed with the Company as well as not serving notice period on the date the bonus is due to be paid. The bonus will not form part of the total annual compensation and not be attached to any end of gratuity payments. The amount of the bonus payable to the Employee is strictly confidential and should not be discussed or disclosed. Any breach may result in non-payment of discretionary award and dealt with in accordance with Company’s disciplinary procedures. |
| d) | The Employee will be eligible to participate in NWTN Equity Incentive Plan through an equity limited liability partnership implemented by NWTN Inc. which went public on NASDAQ, USA in 2022. The Employee’s economics in this partnership will be effective on the next round of Date of Grant after employment as per company policy and schedule with 1,000,000 shares of the stock of the Company. A separate agreement for such an Equity Incentive Plan shall be signed between the Employee and the Company. The Employee may be entitled to an additional equity incentive plan as per the performance review and decision of the Company based on the relevant stock incentive plan. |
| e) | In addition to and separate from the basic salary, the Employee will receive then Payment on account for any end of service entitlement in line and payable under UAE Labour Law 33 of 2021 and any amendment, notifications, and regulations thereof (“UAE Labour Law”) in which employed calculated solely on the monthly basic salary laid out in (A) above. |
| f) | During the tenure of the Employment Contract, the Employee shall be responsible for all taxes, of any applicable on the aforesaid salary and/or any other payment to be any governmental agencies as per the local UAE Labour Law in force and submit the receipts and returns to the Company in proof of such tax remittance. |
6. OFFICIAL COMMUNICATION:
The Employee agrees to use the Company provided communication tools to carry out official communication with the other employees within the Company, clients, vendors, and other third parties. The Company provided communication tools includes Company e-mail ID, Company telephone line, Company mobile number, Company’s Lark for Business, and WhatsApp conversations, online conferencing using the Company’s mobile phone number. The Company does not provide a Mobile phone.
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7. ELECTRONIC AND TECHNOLOGICAL INFRASTRUCTURE:
| a) | Electronic and technological infrastructure of the Company includes but is not limited to the Company supplied electronic devices and accessories such as computers, laptops, monitors, mouse, storage media, internet connectivity, software services, software licenses and subscriptions, cloud infrastructure, servers, telephones, network switches, network devices, television, lighting, etc. The Employee agrees not to disable any threat protection devices or software such as anti-virus software, firewall, anti-malware software, etc. The Employee also agrees not use the Company’s Electronic and Technological Infrastructure to transmit. |
| b) | The Employee agrees not to share the Company’s Security Codes such as Username, Password, Access cards, Access codes, etc. with any other Employee or Third Party. |
| c) | The Employee agrees to use the electronic and technological infrastructure in compliance with local UAE Labour Law applicable from time to time. The Company prohibits transmitting, copying, downloading, and making accessible online any third-party copyright information without written approval or licensing from the copyright holder. The Company also prohibits the Employee from using the Electronic and Technological Infrastructure to cause harm or access prohibited materials that are in violation of UAE Labour Law. The Employee agrees to reimburse the Company for any damage resulting from any acts committed by the Employee. |
8. LEAVE
| a) | The Employee will be entitled to Annual Paid leave of 30 calendar days to be taken between 1st January and 31st December. Only 5 leave days may be carried over into the following year and cannot be accumulated year on year. All leave is to be taken in Contract with the Employee’s immediate line manager/Partner taking into consideration business and prior work commitments. No financial payment will be made in lieu of Annual leave that has not been taken. |
| b) | In addition to the Annual Leave, following the successful completion of Employee’s probationary period, subject to prescribed medical certificate, Employee will be entitled to up to ninety (90) days sick leave for each year of service, as follows: |
| 1.1.i.1.1. | The first fifteen (15) days of sick leave at full pay. |
| 1.1.i.1.2. | The next thirty (30) days of sick leave at half pay. |
| 1.1.i.1.3. | The remaining forty-five (45) days of sick leave at no pay. |
| c) | Maternity and or Paternity leave will be subject to and in accordance with the provisions of the Employment Regulations and the conditions provided under the UAE Labour Law. |
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9. INSURANCES AND TAXES
| a) | The Employee shall be entitled to be covered by UAE Medical Insurance as facilitated by the Company. |
| b) | The Employee will be responsible for his/ her own overall personal tax liabilities, if any in all applicable jurisdictions. |
10. AIRFARE
The Company will provide the Employee an annual airfare allowance as per Company policy towards their annual leave as outlined in Clause 5 above.
11. LOCAL ACCOMONDATION & TRANSPORTATION
The Employee shall be provided with local accommodation and transportation support in the locations needed for job assignments per relevant policies of the Company.
12. REIMBURSEMENT OF EXPENSES
The Employee may incur reasonable expenses for undertaking the Company’s business, including expenses for travel, accommodation, victuals, and similar items. The Company shall reimburse the Employee for all business-related expenses after the Employee presents an itemized account of expenditures with the required support, pursuant with the Company’s policy. Corporate entertainment requires pre-approval and must be in line with Company policy.
13. OTHER EMPLOYMENT
The Employee shall devote all his time, attention, knowledge, and skills solely to the business and interests of the Company and the Company shall be entitled to all the benefits, profits or other issues arising from or incident to all work, services, and advice of the Employee. The Employee shall not, during the term of this Contract, be interested directly or indirectly in any manner as partner, officer, director or shareholder, advisor, employee or in any other capacity in any other business similar to the Company’s business provided that nothing contained in this section shall be deemed to prevent or to limit the right of the Employee to invest in any capital stocks or securities which are publicly traded on any public exchange or limit the Employee’s right to invest in real estate.
14. CONFIDENTIALITY
The Employee shall not at any time or in any manner, either directly or indirectly divulge, disclose or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to any business of the Company, including but not limited to any of its customers, pricing, transaction, or any other information concerning the business of the Company, its manner of operation, its plans, processes or other data without regard to whether all the above stated matters will be deemed confidential, material or important and gravely affect the effective and successful conduct of the business of the Company and the Company’s good will and that any breach of the terms of this section shall be material breach of the Contract
All the terms of this Clause 14 shall remain in full force and effect after the termination of the Employee’s employment for any reason. In addition, the Employee shall not make any public announcement or statement of any kind that he is neither employed by nor connected with the Company until after the effective date of termination.
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15. INTELLECTUAL PROPERTY
The Employee shall give the Company full written details of all inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the course of the employment. The Employee acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Employee holds them on trust for the Company. The Employee agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause.
16. POST-TERMINATION RESTRICTIONS
In order to protect the business connections of the Company and its affiliated companies to which he has access as a result of the employment, the Employee covenants with the Company (for itself and as trustee and agent for each affiliated company) that he shall not:
| a) | for 6 months after termination of this Contract solicit or endeavour to entice away from the Company or any affiliated company the business or custom of a customer with a view to providing goods or services to that customer in competition with the Company or any affiliated company; and |
| b) | for 6 months after termination of this Contract offer to employ or engage or otherwise endeavour to entice away from the Company (or any affiliated company) anyone employed or engaged by the Company or any affiliated company. |
17. TERMINATION
| a) | This Contract may be terminated by either party on 1 (one) month written notice to the other. If the Company shall terminate this Contract, the Employee shall be entitled to compensation for 1 (one) month-. The Company reserves the right to require the Employee not to attend work and/or not to undertake all or any of your duties of employment during any period of notice /whether given by Employee or the Company) (“Garden Leave”). However, during such Garden Leave period, the Company shall continue to give you benefits agreed in this Contract. |
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| b) | In the event of any violation by the Employee of any of the terms of this Contract or misconduct or negligence, breach of duty or trust, the Company may terminate employment without notice and with compensation to the Employee only to the date of such termination. |
| c) | It is further agreed that any breach or evasion of any of the terms of this Contract by either party will result in immediate and irreparable injury to the other party and will authorize recourse to injunction and or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled under this Contract. |
| d) | Notwithstanding the above, the Company also reserves the right at any time to suspend all or any of Employee’s duties for such period and on such terms as the Company considers appropriate, including a requirement that the Employee will not attend the Company premises or contact employees, clients, agents, counterparts in accordance with this clause and applicable provisions of the UAE Labour Law. Subject to all time to labour law, other connected regulations and the individual circumstances, the Company may withhold Employees salary and benefits during the suspension period. |
| e) | Upon termination of employment, and or at any other time if the Company requests, the Employee shall deliver to the Company all documents (including electronic files), security access cards, laptop ipad, mobile phone SIM provided by the Company and or other item of equipment provided to the Employee by or concerning the Company which may be in the possession or control of the Employee. |
18. REDUNDANCY
In the event certain services extended by the Company is suspended, undergoes restructuring, downsizing or a similar event or reduces scope of the role or such function rendering the Employee’s role redundant in the location of the employment, redundancy-based separation will be applied by the Company.
19. LOCAL LAW
It is agreed by both parties that this Contract and the performance under this Contract and all suits and special proceedings under this Contract shall be construed in accordance with the UAE Labour Law, residency law, including any related personal and employment laws, notifications, decrees, rules, and regulations thereof including amendments which may be applicable in the employment location.
20. CONDITIONS OF EMPLOYMENT
| a) | The Employee will commit to exclusivity to the Company for employment and the Employee shall neither hold nor perform an additional role for any other legal entity with or without remuneration, without the previous consent of the Company. |
| b) | The Employee’s employment with the Company is conditional on security clearances (where applicable) and medical fitness, Employee maintaining his/her residency status and subject to the Employee having a legal right to work for the Company and live in the country of employment and obtaining and maintaining a work permit. The Company will extend the required coordination in order to obtain approvals from the relevant authorities in UAE. In case Employee’s work permit is cancelled for any reason, Employee will no longer be under Company’s employment and shall cease. |
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| c) | This Contract of Employment is subject to and conditional upon maintenance of clearances required for Employee’s role, and processing of a work permit enabling the Employee to work for the Company. |
| d) | This Contract contains the full Contract between the Employee and the Company regarding the provisions and conditions of the employment relationship, and it replaces all the previous Contracts. In addition, the Employee may be required to sign the local mandatory labour contract governing the employment terms (if applicable), and the terms laid under this Contract as agreed between the Company and Employee shall prevail over the labour contract as long such terms are not in breach of the provisions laid under UAE Labour Law 33 of 2021 and any amendment, notifications, and regulations thereof. |
| e) | THE PARTIES have executed this Contract on the date indicated above. |
| f) | This Contract shall override any previous employment contracts signed by the Company and the Employee if any. |
| /s/ John Xie | /s/ Benjamin Xie | |
| EMPLOYEE | COMPANY | |
Date: July 3, 2025 |
Date: July 3, 2025 |
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Exhibit 10.3
INDEMNIFICATION AGREEMENT
NWTN, INC.
This INDEMNIFICATION AGREEMENT (“Agreement”), dated and made effective as of ____________, 2025, is entered into by and between NWTN, INC., a Cayman Islands exempted company (the “Company”), and _______________, (“Indemnitee”) (each party hereto sometimes referred to as a “Party” or collectively as the “Parties”).
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, including individuals such as Indemnitee, to serve as directors and officers of Company and recognizes that competent and experienced individuals are reluctant to serve as directors and officers unless they are protected by indemnification and by liability insurance, in light of increased exposure to litigation risks and costs that may arise in connection with the services they provide;
WHEREAS, increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability of director and officer liability insurance have made it increasingly difficult for the Company to attract and retain such persons;
WHEREAS, the Company’s memorandum and articles of association (the “Articles”) requires indemnification of the officers and directors of the Company to the extent permitted by law; and
WHEREAS, the Company desires to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless of any amendment to or revocation of the Company’s governing documents or any change in the ownership of the Company or the composition of its Board of Directors).
NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
1. Indemnification of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the Articles, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.
(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if the Articles so provide, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a state or federal court in the Borough of Manhattan in the State of New York (the “NY Court”) shall determine that such indemnification may be made.
(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by the Articles, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
2. Additional Indemnification. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.
3. Exemption. Notwithstanding any other provisions hereof, the Company shall not be liable to indemnify the Indemnitee for any losses or damages arising out of or in connection with or resulting from the Indemnitee’s actual fraud, gross negligence, willful default, breach of his/her/its contract or agreement with or fiduciary duties owed to the Company.
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4. Contributions.
(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Articles may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.
(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.
(d) To the fullest extent permitted by the Articles, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
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5. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
6. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.
7. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the Articles. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:
(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.
(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though less than a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.
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(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a New York Court or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.
(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
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(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the Articles; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto and; provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (i) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (ii) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.
(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or shareholders of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
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(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.
8. Remedies of Indemnitee.
(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate New York Court, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.
(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).
(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under the Articles.
(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.
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(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by the Articles, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.
(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.
9. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.
(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under the Articles, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the laws of the Cayman Islands, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
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(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
10. Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:
(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided, that the foregoing shall not affect the rights of Indemnitee set forth in Section 8(c), (d) and (e) above; or
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or
(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under the Articles.
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11. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another company or corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.
12. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
13. Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.
14. Definitions. For purposes of this Agreement:
(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.
(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(c) “Enterprise” shall mean the Company and any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.
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(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of company or corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar Indemnity Agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(f) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement.
15. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by the Articles. In the event any provision hereof conflicts with any provision of the Articles, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
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16. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
17. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.
18. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:
(a) To the Indemnitee at the address set forth below Indemnitee’s signature hereto.
(b) To the Company at:
NWTN, Inc.
Office 114-117, Floor 1,
Building A1,
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE
With a copy (which shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
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19. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
20. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
21. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the appropriate New York Court, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the New York Court, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper or inconvenient forum.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.
| COMPANY: | ||
| NWTN, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| INDEMNITEE: | ||
| Name: | ||
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Exhibit 99.1
NWTN Inc. Announces Key Executive Appointments to Accelerate Strategic Transformation
DUBAI, UAE, July 7, 2025 /PRNewswire/ -- NWTN Inc. (Nasdaq: NWTN), a Nasdaq-listed company headquartered in the UAE, today announced two key executive appointments: Mr. Adrian Wong as Chief Financial Officer and Mr. John Xie as Chief Operating Officer. Both appointments are effective July 3, 2025.
These appointments mark the latest drive in NWTN’s strategic transformation from a new energy vehicle specialist to a global smart technology platform. Following the appointment of Mr. Benjamin Zhai – a global executive with extensive experience in strategy, investment, and the automotive technology industry – as Global CEO on May 13, 2025, the new leadership team’s expertise aligns closely with NWTN’s strategic goals, creating synergy across strategy, capital, and operations.
CFO Adrian Wong holds degrees from the Wharton School, University of Pennsylvania and the Chinese University of Hong Kong. With nearly two decades of experience at leading international institutions, he previously served as Executive Director of Investment Banking at Morgan Stanley and Managing Director at China Galaxy International Securities. His background includes strategic financing, M&As, IPOs, and capital operations in high-growth technology, smart manufacturing, and mobility sectors. Earlier, he held a consulting role at Mercer.
COO John Xie, a graduate of Jilin University in Business Administration, brings expertise in lean management, ESG governance, premium brand marketing, and business community building. He previously served as Secretary-General of the NIO Users Trust and Chairman of the NIO Users Foundation. At Raytheon Professional Services, he led the Innovation Business Unit in China, focusing on automotive strategy consulting and smart manufacturing solutions. His earlier operational experience at BMW provides deep insight into global premium brand management.
CEO Benjamin Zhai stated: “We welcome these accomplished international executives to NWTN during our transformation. Mr. Wong’s capital market and investment experience and Mr. Xie’s operational expertise are vital to building our smart technology platform. Being located in the most dynamic and ambitious market, we will continue seeking technology assets and talent globally, and we look forward to working with entrepreneurs and investors in new energy, smart manufacturing, robotics, and AI sectors from around the world.”
Amid complex geopolitical and trade dynamics, NWTN integrates three core strengths: Asia-Pacific supply chain capabilities, the UAE’s strategic gateway position and global capital markets access—delivering sustainable value to shareholders, customers, and society.
About NWTN Inc.
NWTN Inc. (NASDAQ: NWTN) is a UAE-headquartered smart mobility and technology company, specializing in intelligent electric vehicles, AI-driven hardware, and blockchain-based products for advanced manufacturing. Through its “Intelligent Manufacturing + Global Ecosystem” strategy, NWTN is reshaping the transportation and technology landscape across the Middle East, Africa, and Europe.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial conditions or state other forward-looking information.