APGH 8-K
AleeanPeace Group Holdings Ltd (APGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The OTC Market – Pink Sheets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2023, Mr. TAN, See Meng (“Mr. Tan”) was appointed as Executive Director of the Board of Directors (the “Board”) and Mr. SHETH, Prabodh Kumar A/L Kantilal H (“Mr. Sheth”) appointed as the Chief Financial Officer, respectively, of SEATech Ventures Corp. (the “Company”), effective immediately.
The biographies for the new Executive Director and Chief Financial Officer of the Company are set forth below:
Mr. TAN, See Meng
Mr. Tan, age 58, is the Chief Financial Officer of Edubest Resources Sdn Bhd and Just Supply Chain Sdn Bhd.
Mr. Tan is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA).
Mr. Tan has more than 20 years of experience in accounting and finance field. He has hands on experience in several corporate exercises such as restructuring exercise, due diligence, merger and acquisitions. During his employment with Edubest Resources Sdn Bhd, he managed the operations in Malaysia with adoption of transfer pricing and the application of tax export incentives, resulting in impressive effective tax rates between 5% to 8% during 2011 to 2013.
Mr. Tan does not have any family relationships with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive director. Mr. Tan is not a party to any transactions listed in Item 404(a) of Regulation S-K.
As compensation for services as an executive director, Mr. Tan shall receive a monthly fee of $500 in cash payable monthly, commencing on January 2, 2024
Mr. SHETH, Prabodh Kumar A/L Kantilal H
Mr. Sheth, age 60, is the current Chief Executive Officer of ICEE International Sdn Bhd and Chief Operations Officer of Cognitive Digital Sdn Bhd. With a solid educational foundation in accounting, he is a Certified Public Accountant (AICPA) from the USA, and was a finance and computer auditor with Arthur Andersen. His subsequent 12 years in software development uniquely positioned him with a deep understanding of merging business processes with software solutions, as well as an appreciation for engineering technologies supporting delivery operations, and web and client-facing applications.
Mr. Sheth does not have any family relationships with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive director. Mr. Sheth is not a party to any transactions listed in Item 404(a) of Regulation S-K.
As compensation for services as a Chief Financial Officer, Mr. Sheth shall receive a monthly fee of $1,250 in cash payable monthly, commencing on January 2, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Executive Director Agreement, dated December 14, 2023. | |
| 10.2 | Chief Financial Officer Agreement, dated December 14, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SEATECH VENTURES CORP. | ||
| Date: December 19, 2023 | By: | /s/ CHIN CHEE SEONG |
| Chin Chee Seong | ||
| Title: | Chief Executive Officer (President, Director, Secretary and Treasurer) | |
| 3 |
Exhibit 10.1
EXECUTIVE DIRECTOR AGREEMENT
This EXECUTIVE DIRECTOR AGREEMENT is dated on December 14, 2023 (the “Agreement”) by and between SEATECH VENTURES CORP., a Nevada corporation (the “Company”), Tan See Meng, an individual resident of Malaysia (the “Director”).
WHEREAS, the Company desires to retain the Director for the duties of executive director effective as of the date hereof effective as of January 2, 2024 (the “Effective Date”) and desires to enter into an agreement with the Director with respect to such appointment; and
WHEREAS, the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1. Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however, that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year term on the Board shall be subjected to any necessary approval by the Company’s stockholders.
2. Duties. During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings and quarterly pre-scheduled Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations when agreed on in advance, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.
3. Compensation. For all services to be rendered by the Director in any capacity hereunder, the Compensation Committee of the Board of Directors of the Company would determine the compensation packages of the Directors from time to time. This shall remain in effect until the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from the Board.
4. Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from the Board.
5. Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.
6. Director Covenants.
(a) Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.
(b) Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.
(c) Non-Compete. The Director agrees that during the Directorship Term and for a period of three (3) years thereafter, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within any geographic area in which the Company is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.
(d) Insider Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form attached hereto.
(e) Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.
(f) The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.
7. Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.
8. Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.
9. Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:
If to the Company:
SEATech Ventures Corp.
Unit 305-306, 3/F., New East Ocean Centre,
9 Science Museum Road, Tsim Sha Tsui, Hong Kong.
Attn: Chin Chee Seong
If to the Director:
Tan See Meng
No. 58, Jalan SR 8/7,
Taman Putra Indah, Serdang Raya,
43300 Seri Kembangan,
Selangor, Malaysia
Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.
10. Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.
11. Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.
12. Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any court in Federal and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.
14. Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.
15. Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.
16. Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.
17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.
| SEATECH VENTURES CORP. | ||
| By: | /s/ CHIN CHEE SEONG | |
| Chin Chee Seong | ||
| Chief Executive Officer, President, and Director | ||
| DIRECTOR | ||
| /s/ TAN SEE MENG | ||
| Tan See Meng | ||
Exhibit 10.2
EMPLOYMENT CONTRACT (“Contract”), between SEATECH VENTURES (HK) LIMITED, with an office address at Unit 305-306, 3/F., New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui, HONG KONG (hereinafter referred as “SEATech or Company”), and MR. PRABODH KUMAR A/L KANTILAL H SHETH of Malaysia ID No: 630212-07-5087 of 1, Jalan Sepat, Bangsar, 59100 Kuala Lumpur, MALAYSIA (hereinafter referred as “Mr. Prabodh”).
WHEREAS, SEATech wishes to engage the services of Mr. Prabodh as Chief Financial Officer and,
WHEREAS, Mr. Prabodh is willing to provide his services and to undertake the duties and responsibilities described below and to enter into this Contract for such period upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, all prior contracts between the parties are waived and of no further effect, and the parties to this Contract agree as follows:
| 1. | EMPLOYMENT |
| SEATech shall contract with Mr. Prabodh, and Mr. Prabodh shall serve as Chief Financial Officer during the term of employment set forth in Paragraph 2 of this Contract. SEATech business is in the Asia Pacific region, covering countries in Hong Kong, Tana, Taiwan, Malaysia, Singapore, Thailand, etc., in providing services such as business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry and Mr. Prabodh shall serve SEATech as a key member of its management team to develop and operate such businesses. |
| 2. | TERM |
| The term of this Contract shall be for the period of 3 years commencing on 1st January 2024 and ending 31st December 2026 and any extension thereof. |
| 3. | JOB TITLE AND DUTIES |
| 3.1 | Title and Duties | |
| Mr. Prabodh shall be designated by SEATech as Chief Financial Officer and during the term of this Contract shall have responsibilities commensurate with his title and position with SEATech. Concurrently, Mr. Prabodh shall also be designated as Chief Financial Officer of any and all subsidiaries, associate companies, affiliate companies and related companies of SEATech. Mr. Prabodh shall devote his attention to, and exert his best efforts in the performance of his duties hereunder, so as to promote the business of SEATech and other subsidiaries, associate companies, affiliate companies and related companies. |
| 3.2 | Confidential Information | |
| Mr. Prabodh shall not, directly or indirectly, or at any time, during the term of this Contract hereunder or thereafter and without regard to when or for what reason, if any, use or permit the use of any trade secrets, customers’ lists, or other information of, or relating to SEATech, or any such subsidiary or affiliate in connection with any activity or business, except the business of SEATech or any such subsidiary or affiliate and shall not divulge such trade secrets, customer’s lists, and information to any person, firm, or corporation whatsoever, except as may be necessary in the performance of his duties hereunder or as may be required by any applicable law or determination of any duly constituted administrative agency. |
| 4. | COMPENSATION AND EXPENSES |
| 4.1 | Salary | |
| SEATech shall pay Mr. Prabodh during the Term of Employment a total monthly salary (“salary”) of US Dollars 1,250.00 only. |
| 4.2 | Business Expenses | |
| SEATech will reimburse Mr. Prabodh for all reasonable expenses properly incurred by Mr. Prabodh in the performance of his duties hereunder, upon presentation of properly itemized charges, receipts and/or similar documentation, and otherwise in accordance with policies established from time to time by the Board of Directors of SEATech. |
| 4.3 | Work Location | |
| Mr. Prabodh’s place of work shall be in Kuala Lumpur, Malaysia including other locations as agreed with the SEATech Board of Directors from time to time depending on the job requirement. |
| 5. | BENEFITS |
| 5.1 | Holidays and Annual Vacation Leave | |
| Mr. Prabodh shall be entitled to all public holidays in the country/territories where he is located at the time, in addition, to annual vacation leave which shall accrue on a pro rata basis during the Contract term at the rate of fourteen (14) days per annum which vacation and/or personal day(s) shall be taken by him at such time or times as are consistent with the needs of the business of SEATech. |
| 5.2 | Indemnification | |
| Mr. Prabodh shall be indemnified by SEATech to the fullest extent provided under the indemnification provisions of the By-Laws and/or Certificate of Incorporation presently in existence, or, to the extent that the scope of such indemnification is greater, under any amendments to the By Laws and/or Certificate of Incorporation. To the extent that SEATech obtains indemnification insurance for its officers and/or directors, such insurance shall also cover Mr. Prabodh to the same extent. |
| 6. | TERMINATION AND SEVERANCE PAYMENT |
| 6.1 | Termination | |
| Either party may terminate this Contract without cause by giving two (2) months’ notice period in writing or pay in lieu thereof. |
| 6.2 | Non-Recruitment | |
| Should Mr. Prabodh terminate his employment with SEATech within the Contract period, Mr. Prabodh agrees not to recruit any employee of SEATech or any such subsidiary or affiliate to work for either, (i) a new company established to engage in the same business of SEATech or (ii) with other Companies who directly compete with SEATech for a period of 6 months. |
| 2 |
| 7. | INTELLECTUALPROPERTY |
| Any idea, invention, design, written material, manual, system, procedure, improvement, development or discovery conceived, developed, created or made by Mr. Prabodh alone or with others relating to the business of SEATech or any of its’ subsidiaries or affiliates during the Contract period and whether or not patentable or registerable, shall become the sole and exclusive property of SEATech. Mr. Prabodh shall disclose the same promptly and completely to SEATech and shall, during the employment period (i) execute all documents required by SEATech for vesting in SEATech the entire right, title and interest in and to same, (ii) execute all documents required by SEATech for filing and prosecuting such applications for patents, trademarks, service marks and/or copyrights as SEATech, in its’ sole discretion, any desire to prosecute, and (iii) give SEATech all assistance it reasonably require, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect SEATech’s rights therein and thereto. |
| 8. | ASSIGNMENT |
| This Contract and any rights (including Mr. Prabodh’s Compensation) hereunder shall not be assigned, pledged or transferred in any way by either party hereto except that SEATech shall have, with Mr. Prabodh’s consent, the right to assign its’ rights hereunder to any third-party successor in interest of SEATech whether by merger, consolidation, purchase of assets or stock or otherwise. Any attempted assignment, pledge, transfer or other disposition of this Contract or any rights, interests or benefits contrary to the foregoing provisions shall be null and void. |
| 9. | NOTICES |
| All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand, sent by facsimile, or mailed by first class, registered mail, return receipt requested, postage and registry fees prepaid to the applicable party and addressed as follows: |
| (i) | If to be sent to SEATech; |
SEATech’s address at Unit 305-306, 3/F., New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui, Hong Kong.
| (ii) | If to be sent to Mr. Prabodh; |
Mr. Prabodh’s address at 1, Jalan Sepat, Bangsar, 59100 Kuala Lumpur, Malaysia.
| 10. | SEVERABILITY |
| If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its’ operation to the jurisdiction in which it was made and to the provisions of this Contract directly involved in the controversy in which such judgment shall have been rendered. |
| 11. | WAIVER |
| No course of dealing and no delay on the part of any party hereto in exercising any right, power, or remedy under or relating to this Contract shall operate as a waiver thereof or otherwise prejudice such party’s rights, powers and remedies. No single or partial exercise of any rights, powers or remedies under or relating to this Contract shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. |
| 12. | ENTIRE CONTRACT/GOVERNING LAW |
| This Contract embodies the entire wider standing and supersedes all other oral or written contracts or understandings, between the parties regarding the subject matter hereof. No change, alteration, or modification hereof may be made except in writing signed by both parties hereto. This Contract shall be construed and governed in all respect and shall at times be determined in accordance with the laws Hong Kong. |
| 13 | HEADINGS |
The headings of Paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Contract.
| 3 |
IN WITNESS WHEREOF, the parties hereto have executed and delivered the Contract, consisting of four (4) pages on this 14th day of December 2023.
| For and on behalf of: | Accepted and agreed by: | ||
| SEATECH VENTURES (HK) LIMITED | MR. PRABODH KUMAR A/L KANTILAL H SHETH | ||
| /s/ CHIN CHEE SEONG | /s/ PRABODH KUMAR A/L KANTILAL H SHETH | ||
| Name: | Chin Chee Seong | Malaysia ID No: 630212-07-5087 | |
| Position: | Director/Chief Executive Officer | ||