Meihua International Medical Technologies Co., Ltd 6-K, filed Dec 5, 2022
Meihua International Medical Technologies Co., Ltd. (MHUAF)
About this 6-K
Meihua International Medical Technologies Co., Ltd filed this 6-K on December 5, 2022.
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Month of December 2022
Commission file number 001- 41291
Meihua International Medical Technologies Co., Ltd.
(Exact name of registrant as specified in its charter)
88 Tongda Road, Touqiao Town
Guangling District, Yangzhou, 225000
People’s Republic of China
(Address of principal executive offices)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Appointment of New CEO and New CFO
Effective December 1, 2022, Meihua International Medical Technologies Co., Ltd., a Cayman Islands company (“MHUA” or the “Company”), appointed Mr. Xin Wang to serve as the Company’s Chief Executive Officer (“CEO”) and a director and Mr. Lianzhang Zhao to serve as the Company’s Chief Financial Officer (“CFO”). Their appointments follow the November 30, 2022 conclusion of the Company’s employment contract with Mr. Yulin Wang, who had been serving as the Company’s CEO and interim CFO.
Prior to his appointment as CEO of MHUA, from 2021 until 2022, Mr. Xin Wang was CEO of the Jiangsu Yada Technology Group Co., Ltd., a People’s Republic of China (“PRC”) company that develops and distributes medical devices. In addition, Mr. Wang served as Vice General Manager of Shanghai New Asia (Group) Co., Ltd., a pharmaceutical company, where he led production management, market expansion, research and development of proprietary Chinese traditional medicines from 2020 to 2021. From 2018 to 2020, Mr. Wang held a key position at Panda Group, Inc., a franchise restaurant corporation based in California, where he was in charge of large commercial projects related to expanding its business operations and upgrading its brand strategy in the US market. In addition, Mr. Wang previously worked as a financial analyst at Morgan Stanley and an area manager at Citibank, N.A., thus providing him insight into global investment banking and US financial markets. Mr. Wang obtained his bachelor’s degree from the University of California Santa Barbara, where he double majored in Financial Mathematics & Statistics Analysis and Computer Science. He also obtained his master’s degree in Actuarial Science in 2012 from UC Santa Barbara.
In conjunction with his appointment as CEO of MHUA, Mr. Wang entered into a three year employment agreement with MHUA, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Prior to his appointment as CFO of MHUA, Mr. Lianzhang Zhao was Senior Partner at Yangzhou Hanrui Accounting Firm, a PRC accounting firm, from 2013 to 2022. Prior to that, from 2000 to 2013, Mr. Zhao served as the chief financial officer of Yangzhou Guolian Garment Factory Co., which is a Sino-US joint venture company in China. Mr. Zhao is a certified public accountant (CPA) in China, allowing him to draw on his diverse financial accounting experience across multiple international markets to support MHUA’s financial reporting matters. Mr. Zhao received his bachelor’s degree in Financial Accounting and Economic Management in 1990 from Yangzhou University.
In conjunction with his appointment as CFO of MHUA, Mr. Zhao entered into an employment agreement with MHUA, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Appointment of New Independent Director
On November 30, 2022, Mr. Xu Han, a director serving on the board of directors (the “Board”) of Meihua International Medical Technologies Co., Ltd. (the “Company”), resigned from his position as a member of the Board due to personal reasons. Mr. Han served on the Company’s audit committee and compensation committee and was the chair of the nominating committee.
On December 1, 2022, the Company appointed Ms. Huijuan Zhao to serve as an independent member of our Board and to serve on our Board’s audit committee and compensation committee, and to serve as chair of our nominating committee. Ms. Huijuan Zhao served as a member of the management team at Ping’An Bank, where she oversaw services for high net wealth clients and risk control practices from 2019 to 2022. In her prior role as head of marketing and risk control operations at two Jiangsu-based privately owned businesses operating in the business and financial service sectors, positions she held from 2013 to 2019, Ms. Zhao helped build out market expansion and risk control protocols and playbook and played critical supervisory and coaching roles to the growth and expansion of both businesses. She holds a bachelor’s degree in Financial English from Suzhou University, which she received in 2012. Ms. Zhao, our independent director, and Mr. Zhao, our CFO, are not related.
Ms. Zhao qualifies as an independent director in accordance with Nasdaq Rule 5605(a)(2). Her appointment helps to bring the Company into compliance with Nasdaq’s diversity rules.
In conjunction with her appointment as a director, Ms. Zhao entered into a letter agreement with the Company outlining the terms of her service as a director. The letter agreement is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Issuance of Press Release
On December 5, 2022, the Company issued a press release announcing the above appointments, which is attached hereto as Exhibit 99.1.
Exhibit 99.1 to this Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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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.
| Dated: | December 5, 2022 | |
| Meihua International Medical Technologies Co., Ltd. | ||
| By: | /s/ Yongjun Liu | |
| Name: | Yongjun Liu | |
| Title: | Chairman | |
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EXHIBIT INDEX
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Exhibit 10.1
EMPLOYMENT AGREEMENT
任命协议
This Employment Agreement (the “Agreement”) is entered into effective as of the 1st day of December, 2022, by and between Meihua International Medical Technologies Co., Ltd., a Cayman Islands company (the “Company”), and Wang Xin, an individual residing at the address set forth on Schedule A hereto (the “Executive”). Should there be any conflict between the English language provisions and the Chinese translations in this document, the English language portion filed by SEC shall govern.
本雇佣协议(下称“协议”)由开曼群岛公司美华国际医疗技术有限公司(下称“公司”)与居住在本协议附件a所列地址的个人王鑫(下称“CEO”)于2022年12月1日签订。本协议中若中文与英文有翻译区别，将以SEC备案的英文内容为准。
INTRODUCTION
介绍
WHEREAS, the Company is in the business of the manufacture, research and development of class I, II and III medical devices through its operating subsidiaries, Yangzhou Huada Medical Device co., Ltd. and other related China-based subsidiaries (the “Business”);
本公司通过其运营子公司扬州华达医疗器械有限公司和其他设在中国的子公司(“业务”)从事I、II和III类医疗器械的制造、研发业务;
WHEREAS, the Company wishes to employ the Executive under the title and capacity set forth on Schedule A hereto; and
公司希望以本协议附件A所列的头衔和能力聘用该CEO;而且
WHEREAS, the Executive desires to be employed by the Company in such capacity, subject to the terms of this Agreement.
根据本协议的条款，CEO希望以该等身份受雇于公司
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:
因此，鉴于本协议如下所述的前提和相互承诺，双方现达成如下协议:
1. Employment Period. The initial term of the Executive’s employment by the Company (directly or through its wholly-owned subsidiaries) pursuant to this Agreement shall commence upon the date hereof (the “Effective Date”) and shall continue for that period of calendar months from the Effective Date set forth on Schedule A hereto (the “Employment Period”). Thereafter, the Employment Period shall automatically renew for successive periods of three (3) years each, unless either party shall have given to the other at least ninety (90) days’ prior written notice of their intention not to renew the Executive’s employment prior to the end of the Employment Period or the then applicable renewal term, as the case may be. In any event, the Employment Period may be terminated as provided herein.
| 2. | 在聘任期间，CEO根据本协议(直接或通过其全资子公司)受雇于本公司的初始期限应自本协议签订之日(“生效日”)开始，并应持续至本协议附件A规定的生效日起的日历月期间(“聘用期”)。此后，聘任期将自动连续延长三（3）年，除非任何一方在聘任期间或当时适用的续约期限(视情况而定)结束前，至少提前九十(90)天书面通知另一方其终止续聘或就任CEO。在任何情况下，聘期均须按本合同规定终止。 |
3. Employment; Duties.
(a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive.
根据本协议中规定的条款和条件，公司特此聘用该名CEO，在聘用期内以本协议附件a所列的身份代表公司行事，该名CEO特此接受该等聘用。CEO的职责应包括与该等职务相适应的、通常与该等职务相关联的、与该等职务相适合的、以及公司董事会(“董事会”)合理地分配给该CEO相应的职责和责任。
(b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time.
CEO确认，在CEO受雇期间，CEO对公司负有不可分割的忠诚义务，CEO将利用其善意努力促进和发展公司及其子公司(公司的子公司，以及公司的任何其他关联公司，简称“关联公司”)的业务。CEO应将其所有业务时间、注意力和技能用于CEO作为公司CEO的服务。CEO认识到并认识到，这对保护和增强公司的品牌名称、声誉和业务以及与之相关的商誉至关重要，因此，CEO应根据适用的法律、规则和规章，以及公司和行业不时制定的此类标准、政策和程序，专业地履行本协议项下的CEO职责。
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(c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.
CEO确认，在CEO受雇期间，CEO对公司负有不可分割的忠诚义务，CEO将利用其善意努力促进和发展公司及其子公司(公司的子公司，以及公司的任何其他关联公司，简称“关联公司”)的业务。CEO应将其所有业务时间、注意力和技能用于CEO作为公司CEO的服务。CEO认识到并认识到，这对保护和增强公司的品牌名称、声誉和业务以及与之相关的商誉至关重要，因此，CEO应根据适用的法律、规则和规章，以及公司和行业不时制定的此类标准、政策和程序，专业地履行本协议项下的CEO职责。
3. Place of Employment. The Executive’s services shall be performed at the Company’s offices located at 88 Tongda Road, Touqiao Town, Guangling District, Yangzhou 225000, PRC, at any other location at which the Company now or hereafter has a business facility, at employee’s home office, or at any other location where Executive’s presence is necessary to perform his duties. The parties acknowledge that the Executive may be required to travel from time to time in connection with the performance of his duties hereunder, the expenses of which shall be paid by or otherwise reimbursed by the Company in accordance with Section 6(c) below. 工作地点：CEO的服务应在位于中华人民共和国扬州市225000广陵区头桥镇通达路88号的公司办公室、公司现在或以后有业务设施的任何其他地点、员工的家庭办公室，或CEO为履行其职责需要前往的任何其他地点进行。双方承认，CEO可能会因履行其在本协议项下的职责而被要求不时出差，其费用应根据下文第6(c)条由本公司支付或以其他方式偿还。
4. Based Salary. The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year indicated on Schedule A hereto (the “Base Salary”), which Base Salary shall commence following execution of this Agreement and approval by the Board. Once the Board has established the Base Salary, such Base Salary shall be payable in monthly installments in accordance with the Company’s customary payroll practices. The Executive’s Base Salary may be increased on each anniversary of the Effective Date
基础工资。在聘期内，CEO有权从公司领取本协议附件a中规定的年薪(“基本工资”)，该基本工资将在本协议签署并经董事会批准后开始发放。一旦董事会制定了基本工资，该基本工资应按照公司的薪资惯例，按月分期支付。CEO的基本工资可在生效日后每一周年逐步增加。
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5. Bonus.
(a) The Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”), which shall be earned by the Executive based upon the level of achievement of specific operational, financial or other milestones by the Company (the “Milestones”), as may be established from time to time by the Board of Directors, in consultation with the Executive, and based upon the Executive’s performance of the Executive Duties set forth on Schedule A. The amount of the Annual Bonus, if any, and the method of payment of all or any portion of any Annual Bonus (which will be paid in cash) shall be determined by the Board in its sole discretion. If the Board determines that any portion of the Annual Bonus is to be paid in cash, such amount shall be payable within ten (10) days of the filing with the Securities and Exchange Commission of the Company’s annual report on Form 20-F.
CEO应当有资格获得年度现金红利(“年度奖金”),执行标准基于公司约定的成就规定,业绩增长或其他里程碑(“里程碑”),该约定是可以由董事会不时与行政、协商和基于行政职责的执行表现而提出的年度奖金。任何年度奖金(将以现金支付)的全部或其它部分的支付方法将由董事会全权决定。如果董事会决定以现金形式支付年度奖金的任何部分应在向证券交易委员会提交公司年度报告(表格20-F)后的十(10)天内支付。
(b) The Executive shall be eligible to participate in any other bonus or incentive program established by the Company for executives of the Company.
CEO有资格参加公司为公司CEO设立的任何其他奖金或激励计划。
6. Other Benefits
(a) Insurance and Other Benefits. During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in any Company insurance programs and any applicable benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be bound by all of the policies and procedures relating to Benefits established by the Company from time to time. 保险和其他福利：在聘期内，CEO及其扶养人有权参加公司可能不时采用和/或修改的任何保险计划和任何适用的福利计划(“ 福利 ”)。CEO应受公司不时制定的与福利有关的所有政策和程序的约束
(b) Vacation; Personal Days. During the Employment Period, the Executive shall be entitled to an annual vacation of up to 15 days (the “Annual Vacation”); with any unused portion of the Annual Vacation to be accumulated and un-revokable. The Annual Vacation shall increase by one day on each anniversary of the Effective Date. In addition, the Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board.
休假/个人时间：在聘期内，CEO享有不超过15天的年假(以下简称“年假”);年假未用完的部分可以累积且不可撤销。在合约生效日的每一周年，年假将增加一天。此外，由董事会决定，CEO有权享有与公司其他高级管理人员一致的带薪事假。
(c) Expense Reimbursement. The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment expenses (“Reimbursable Expenses”) incurred or paid by the Executive during the Employment Period in the performance of Executive’s services under this Agreement on a basis consistent with the Company’s other senior executives, as determined by the Board, provided that the Executive furnishes to the Company appropriate documentation required by the relevant taxing authorities in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the Company may from time to time reasonably request.
费用报销：公司应按照董事会确定的与公司其他高级管理人员一致的标准，向CEO报销在聘用期间为了履行本协议项下的工作需求而发生或支付的所有合理的业务、宣传、差旅和娱乐费用(“可报销费用”)。但CEO应及时向公司提供有关税务机关要求的有关费用的适当文件，并向公司提供要求的其他证明文件。
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7. Termination; Compensation Due Upon Termination of Employment. The Executive’s right for periods after the date his employment with the Company terminates shall be determined in accordance with the provisions of paragraphs (a) through (e) below.
终止雇佣时应支付的补偿：CEO在其与公司的雇佣终止之日后的权利应根据下文(a)至(e)段的规定确定。
| (a) | Voluntary Resignation; Termination without Cause. |
自愿辞职;无故终止情况
(i) Voluntary Resignation. The Executive may terminate his employment at any time upon sixty (60) days’ prior written notice to the Company. In the event of the Executive’s voluntary termination of employment other than for Good Reason (as defined below), the Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 4 or 5, except as otherwise required by this Agreement or by applicable law, to provide the benefits described in Section 6 for periods after the date on which the Executive’s employment with the Company terminates due to the Executive’s voluntary resignation, except for the payment of the Executive’s Base Salary accrued through the date of such resignation.
（i）自愿辞职。CEO可在提前六十(60)天书面通知公司后，随时终止雇佣关系。如果CEO自愿终止雇佣关系(定义如下)，除本协议或适用法律另有规定外，公司无义务根据第4或第5条的规定向CEO支付相关赔偿款项，在CEO因自愿辞职而终止与公司的雇佣关系之日之后的一段时间内提供第6条所述的福利。但到辞职日期为止应计的基本薪金还应如期支付。
(ii) Termination without Cause. 无故终止
（A）If the Executive’s employment is terminated by the Company without Cause (as defined below), which only may be terminated upon the affirmative vote of all members of the directors: (1) the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance Period (as defined below), (y) with respect to the Annual Bonus, to the extent the Milestones have been achieved or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an amount for the Executive’s bonus for the current Employment Period, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation and Benefits; and (2) any of the Executive’s unvested options or other form of equity as set forth on Schedule A attached hereto shall automatically vest upon the Executive’s termination without Cause.
如果公司无故终止CEO的雇佣(定义如下)，只有在公司董事会全体董事同意后才能终止:(1)公司应(x)继续向CEO支付基本工资(按CEO解聘之日生效的费率)，直至解聘期(定义见下文)结束，(y)就年度奖金而言，在达到里程碑的情况下，或在没有里程碑的情况下，董事会可自行决定当前聘期CEO的奖金数额，如果CEO仍被公司聘用，则该等年度奖金将在本应支付给CEO的日期支付该等年度奖金的按比例部分，并(z)支付任何其他应计薪酬和福利;以及(2)CEO的任何未授予期权或附件A中规定的其他形式的股权，应在CEO无故终止时自动授予。
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(B) If, following a termination of employment without Cause, the Executive breaches the provisions of Sections 8, 9 or 10 hereof, the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 7(a)(ii)(A) above, and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.
如果在无故终止雇佣后，CEO违反了本协议第8、9或10条的规定，则自该等违约之日起，CEO将没有资格获得上述第7(a)(ii)(A)条所述的付款和福利，公司关于该等付款的任何和所有义务和协议将随之终止。
(b) Termination for Cause. Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause” if any of the following events shall occur: 因重大事件终止合同。在书面通知CEO后，如果发生以下任何事件，公司可以因下列原因”终止CEO的聘用:
(i) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;
CEO严重违反其在本协议项下的任何义务的任何作为或不作为;
(ii) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company (other than as a result of partial incapacity due to physical or mental illness)
CEO故意及持续未能或拒绝圆满履行作为公司雇员合理要求其履行的职责(但因身体或精神疾病而部分丧失工作能力的情况除外)
(i) the Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;
CEO被定罪或抗辩不抗辩(i)任何重罪或(ii)涉及不诚实或道德败坏或可能对公司产生负面影响或以其他方式损害或阻碍公司运营的罪行;
(iv) the Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
CEO从事任何不当行为、疏忽、不诚实行为(包括但不限于盗窃或贪污)、暴力、暴力威胁或任何可能导致违反联邦证券法的行为，且在每种情况下对公司或其任何关联公司造成损害的活动;
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(vii) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates, or
CEO的任何其他故意不当行为，对公司或其任何关联公司的财务状况或商业声誉造成重大损害，或
(viii) the Executive’s breach of his obligations under Section 8, 9 or 10 hereof. CEO违反其在本条例第8、9或10条下的义务。
In the event Executive is terminated for Cause, the Company shall have no obligation to make payments to Executive in accordance with the provisions of Sections 4 or 5, or, except as otherwise required by law, to provide the benefits described in Section 6, for periods after the Executive’s employment with the Company is terminated on account of the Executive’s discharge for Cause except for the Executive’s then applicable Base Salary accrued through the date of such termination.
如果CEO因原因被解雇，公司无义务根据第4或第5条的规定向CEO付款，或在CEO因原因被解雇而被公司终止雇佣后的一段时间内(法律另有规定的除外)提供第6条所述的福利，但CEO在该解雇日之前应计的适用基本工资除外。
(c) Disability. Other than work-caused injuries, the Company shall have the right, but shall not be obligated to, terminate the Executive’s employment hereunder in the event the Executive becomes disabled such that he is unable to discharge his duties to the Company for a period of ninety (90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period (unless longer periods are not required under applicable local labor regulations) (a “Permanent Disability”). In the event of a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the Executive in an amount equal to the then applicable Base Salary for the Severance Period (as defined below), payable in the form of salary continuation for the applicable Severance Period after the Executive’s employment with the Company is terminated due to a Permanent Disability. A determination of a Permanent Disability shall be made by a physician satisfactory to both the Executive and the Company; provided, however, that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and those two physicians together shall select a third physician, whose determination as to a Permanent Disability shall be binding on all parties.
残疾：除因工造成的伤害外，如果CEO发生残疾，以致其在连续90(90)天内或在任何180(180)天内连续120(120)天内无法履行其在公司的职责(除非根据适用的当地劳动法规不要求更长时间)(“永久性残疾”)，公司有权但无义务终止其在本协议项下的雇佣关系。如果因永久性残疾终止雇佣关系，公司有义务继续向CEO支付相当于当时适用的离职期基本工资(定义如下)的金额，在CEO因永久性残疾终止与公司的雇佣关系后，以适用的离职期工资延续的形式支付。永久性残疾的判定应由CEO和公司双方都满意的医生作出;但是，如果CEO与公司未商定一名医生，则CEO与公司应各自选择一名医生，而这两名医生应共同选择第三名医生，其对永久性残疾的决定对各方均具有约束力。
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(d) Death. The Executive’s employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 4 or 5, or, except as otherwise required by law or the terms of any applicable benefit plan, to provide the benefits described in Section 6 for periods after the date of the Executive’s death except for then applicable Base Salary earned and accrued through the date of death, payable to the Executive’s beneficiary, as the Executive shall have indicated in writing to the Company (or if no such beneficiary has been designated, to Executive’s estate).
死亡：CEO在本协议项下的雇用应在CEO死亡时终止。本公司无义务根据第4或第5条的规定向CEO付款，或(除非法律或任何适用的福利计划条款另有规定)在CEO死亡之日后向CEO的受益人提供第6条所述的福利，但截至死亡之日已获得和应计的当时适用的基本工资除外。如CEO已以书面形式向公司指明(或如未指定该等受益人，则按CEO的遗产)。
(e) Termination for Good Reason. The Executive may terminate this Agreement at any time for Good Reason. In the event of termination under this paragraph (e), the Company shall pay to the Executive severance in an amount equal to the Executive’s then applicable Base Salary for a period equal to the number of months set forth on Schedule A hereto (the “Severance Period”), subject to the Executive’s continued compliance with Sections 8, 9 and 10 of this Agreement, payable in the form of salary continuation for the applicable Severance Period following the Executive’s termination, and subject to the Company’s regular payroll practices and required withholdings. Such severance shall be reduced by any cash remuneration paid to the Executive because of the Executive’s employment or self-employment during the Severance Period. The Executive shall continue to receive all Benefits (either through the Company or an Affiliate) during the Severance Period. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such resignation. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
有正当理由的终止。CEO可在任何时候以以下正当理由终止本协议。如果根据本(e)段终止，公司应向CEO支付相当于其当时适用的基本工资的遣散费，期限与本协议附件a中规定的月数相等(“遣散期”)，前提是CEO继续遵守本协议第8、9和10条，在CEO终止后，以适用遣散期的工资延续的形式支付。并根据公司的正常工资制度和要求的预提。该等遣散费须扣除因CEO在遣散期内受雇或自雇而支付给CEO的任何现金酬金。在遣散期间，CEO应继续获得所有福利(通过本公司或关联公司)。CEO在该等人员辞职后，在本协议项下或以其他方式获得任何其他补偿或福利的权利将不复存在。就本协议而言，“充分理由”系指以下任何一项(未经CEO明确书面同意):
(i) the assignment to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that he assumed on the Effective Date;
向行政人员指派的职责与他在生效日期所承担的职责有显著不同，并导致其职责大幅减少;
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(ii) removal of the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that he assumed under this Agreement, within twelve (12) months after a Change of Control (as defined below);
在控制权变更(定义见下文)后的十二(12)个月内，将本协议附件A所示的CEO免职，或将与其在本协议项下承担的职责明显不同的职责分配给CEO，并导致其在本协议项下承担的职责大幅减少;
(iii) a reduction by the Company in the Executive’s then applicable Base Salary or other compensation, unless said reduction is pari passu with other senior executives of the Company;
公司削减高管当时适用的基本工资或其他薪酬，除非该削减与公司其他高级管理人员同等;
(iv) the taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits, unless said reductions are pari passu with other senior executives of the Company; or
公司削减高管当时适用的基本工资或其他薪酬，除非该削减与公司其他高级管理人员同等;
(v) a breach by the Company of any material term of this Agreement that is not cured by the Company within thirty (30) days following receipt by the Company of written notice thereof.
公司违反本协议的任何重大条款，而公司在收到书面通知后三十(30)天内未予以补救
For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 50% or more of the shares of the outstanding equity securities of the Company, (ii) a merger or consolidation of the Company in which the Company does not survive as an independent company or upon the consummation of which the holders of the Company’s outstanding equity securities prior to such merger or consolidation own less than 50% of the outstanding equity securities of the Company after such merger or consolidation, or (iii) a sale of all or substantially all of the assets of the Company; provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of common stock or securities convertible into common stock directly from the Company, or (B) any acquisition of common stock or securities convertible into common stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.
就本协议而言，“控制权变更”系指下列任何一种或多种情况的发生:(i)任何个人、实体或团体(在经修订的《1934年证券交易法》第13(d)(3)条或第14(d)(2)条所指的范围内)直接、间接、实益或有记录地积累公司已发行股本证券50%或以上的股份;(ii)公司的合并或合并，而在该等合并或合并中，公司不能作为独立公司存活下来，或在该等合并或合并完成后，公司未清偿权益证券的持有人在该等合并或合并后，持有公司未清偿权益证券的比例不足50%，或(iii)出售公司全部或几乎全部资产;但就本协议而言，以下收购不构成控制权变更:(a)直接从公司收购普通股或可转换为普通股的证券，或(B)通过公司赞助或维持的任何员工福利计划(或相关信托)收购普通股或可转换为普通股的证券。
(f) Notice of Termination. Any termination of employment by the Company or the Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 16 of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of termination, which date shall be the date of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
终止通知：本公司或CEO的任何雇佣终止均应根据本协议第16条以书面“终止通知”的方式通知本协议的另一方。如果公司因原因终止合同，则终止通知应(i)指明本协议中所依赖的具体终止条款，(ii)合理详细地列出据称可作为终止CEO聘用的依据的事实和情况，以及(iii)指明终止日期，该日期应为该通知发出的日期。CEO或公司未能在终止通知中列出导致原因显示的任何事实或情况，不应放弃CEO或公司在本协议项下的任何权利，也不排除CEO或公司在执行CEO或公司在本协议项下的权利时主张该事实或情况
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(g) Resignation of Executive Officer. The termination of the Executive’s employment for any reason will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.
执行干事辞职：CEO因任何原因终止聘用，即构成其辞去(i)CEO在本公司或其任何关联公司所担任的任何董事、高级职员或雇员职务，以及(ii)CEO就本公司设立的任何雇员福利计划或信托所担任的所有受托人职务(包括受托人)。CEO同意，在此情况下，本协议应作为书面辞职通知，除非任何计划或适用法律另有规定。
8. Non-Competition; Non-Solicitation.
(a) For the duration of the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during the Severance Period (the “Non-compete Period”), the Executive shall not, directly or indirectly, except as specifically provided in the last sentence of Section 2(c) hereof, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other entity that engages or conducts any business the same as or substantially similar to the Business or any other business engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period, or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within North America; provided, however, that the Executive may own less than 10% in the aggregate of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise), other than any such enterprise with which the Company competes or is currently engaged in a joint venture, if such securities are of a class listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act.
在聘任期期间内，除非公司在离职期间(“竞业禁止期”)无故终止CEO的聘用，除本协议第2(c)条最后一句明确规定的外，CEO不得直接或间接从事或投资于、拥有、管理、经营、融资、控制或参与以下公司的所有权、管理、经营、融资或控制:或以任何方式与任何企业、商号、公司、合伙企业、协会、合资企业或其他实体有关，或向其提供任何信贷，或向其提供服务或建议，这些企业、商号、公司、合伙企业、协会、合资企业或其他实体从事或经营与本业务相同或大致类似的业务，或本公司和/或其任何关联公司在聘用期间从事或拟从事或经营的任何其他业务，或随后被纳入本公司和/或其任何关联公司的未来战略计划(在北美的任何地方);提供,然而,执行可能的不到10%的总流通股的任何类证券的任何企业(但没有其他参与活动的企业),除了任何此类企业的公司竞争或正在从事合资企业,如果这些证券是类的任何国家或地区证券交易所上市或 已登记部分12 (b)或(g)的交换行为。
(b) During the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the Company, the Executive shall not:
在聘期内以及在CEO终止与公司的雇佣关系后的十二(12)个月内，CEO不得:
(i) solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement; or
招揽、雇佣或试图招募、劝说、招揽或雇佣本公司或其关联公司的任何员工、独立承包商或顾问离开本公司或其关联公司的雇佣关系(或独立承包商关系)，无论该等员工或独立承包商是否是雇佣协议的一方;或
(ii) attempt in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of this Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.
试图以任何方式向本公司或其任何关联公司的任何客户或客户招揽或接受在本协议期间与本公司或其任何关联公司有重大联系的任何客户或客户，商业的或竞争的业务由公司或任何其附属公司与客户或说服或试图说服任何此类客户停止做生意或减少业务这类客户通常做或合理预期与公司或任何其附属公司或如果任何此类客户选择移动业务的人以外的其他公司或任何其附属公司,代表该等人为该等客户提供任何(属于或与本公司或其任何关联公司的业务相竞争的)服务，或与该等客户就任何该等服务进行任何讨论。
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(c) The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.
CEO认识到并同意，由于CEO违反其在本条项下的义务，将对公司造成难以量化且金钱损害不足以弥补的不可弥补的损害，公司应有权获得禁令救济，以防止或限制任何此类违反行为，而无需缴纳保证金。
(d) The Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of the covenant not to compete. CEO明确同意，根据本协议签署之日存在的情况，不竞争契约的性质、期限和范围是合理的。然而，如果有管辖权的法院在以后作出决定，认为不竞争契约的性质、期限或地域范围根据当时存在的情况是不合理的，那么高管一方和公司一方的意图是，不竞争契约应由法院解释为只对CEO的行为施加限制，而这些限制在当时的情况下是合理的，并且是确保公司从不竞争契约中获得预期利益所必需的。
9. Inventions and Patents. The Executive acknowledges that all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which related to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” and ownership of all right title and interest shall rest in the Company. The Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by law, all right, title and interest in the Work Product, on a worldwide basis, to the Company to the extent ownership of any such rights does not automatically vest in the Company under applicable law. The Executive will promptly disclose any such Work Product to the Company and perform all actions requested by the Company (whether during or after employment) to establish and confirm ownership of such Work Product by the Company (including, without limitation, assignments, consents, powers of attorney and other instruments).
发明和专利：CEO承认，所有与本公司任何实际或拟议的业务活动有关的、被创造、设计或构思的发明、创新、改进、专有技术、计划、开发、方法、设计、分析、规格、软件、图纸、报告和所有类似或相关信息(无论是否可申请专利或简化为实践)，CEO在过去或未来受雇于本公司或任何关联公司或其前身(“工作产品”)期间开发或制作的，属于本公司或其关联公司(视情况而定)。在工作成果定义范围内的任何有版权的作品均应被视为“雇佣作品”，所有权利、所有权和利益的所有权属于公司。在法律允许的范围内，CEO在此不可撤销地将工作成果的所有权利、所有权和利益在全球范围内转让、转让和转让给本公司，但任何此类权利的所有权在适用法律下不自动归属于本公司。CEO将立即向公司披露任何该等工作成果，并执行公司要求的所有行动(无论是在受雇期间还是受雇后)，以确立和确认公司对该等工作成果的所有权(包括但不限于转让、同意、授权书和其他文书)。
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10. Confidentiality.
(a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral, electronic or graphic.
CEO明白，本公司和/或其关联公司可不时向CEO传递机密信息，无论该等信息是书面、口头、电子或图形形式。
(b) For purposes of this Agreement, “Confidential Information” means information, which is used in the business of the Company or its Affiliates and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company or its Affiliates some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by the Company or its Affiliates, is known by the Executive to be considered confidential by the Company or its Affiliates, or from all the relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company or its Affiliates, or (iv) is not generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):
就本协议而言，“机密信息”系指在本公司或其关联公司的业务中使用的信息，并且(i)本公司或其关联公司专有的、关于本公司或其关联公司的或由本公司或其关联公司创建的信息，(ii)使本公司或其关联公司获得某些竞争性商业优势或获得该优势的机会，或披露该优势可能损害本公司或其关联公司的利益的信息，(iii)被本公司或其关联公司指定为机密信息，被CEO知道并被本公司或其关联公司视为机密信息，或从所有相关情况来看，CEO应合理地认为是对本公司或其关联公司的机密和专有信息，或(iv)非本公司人员通常不知道的信息。该等保密信息包括但不限于以下类型的信息以及其他类似性质的信息(无论是否简化为书面形式或指定为保密信息):
(i) internal personnel and financial information of the Company or its Affiliates, vendor information (including vendor characteristics, services, prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and the manner and methods of conducting the business of the Company or its Affiliates;
本公司或其关联公司的内部人事和财务信息、供应商信息(包括供应商特征、服务、价格、清单和协议)、采购和内部成本信息、内部服务和操作手册，以及本公司或其关联公司开展业务的方式和方法;
(ii) marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation, all information relating to any oil and gas prospect and the identity of any key contact within the organization of any acquisition prospect) of the Company or its Affiliates which have been or are being discussed;
公司或其关联公司已经或正在讨论的营销和开发计划、价格和成本数据、价格和费用数额、定价和账单政策、招标、报价程序、营销技术、预测和预测假设和数量，以及未来计划和潜在战略(包括但不限于与任何石油和天然气前景有关的所有信息以及任何收购前景组织内任何关键联系人的身份);
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(iii) names of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity, specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its Affiliates; and
本公司或其关联公司的客户及其代表的姓名、合同(包括合同内容和双方)、客户服务，以及本公司或其关联公司的客户购买、租赁、许可或接受的产品和服务的类型、数量、规格和内容;而且
(iv) confidential and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or other third party (including businesses, consultants and other entities and individuals).
本公司或其关联公司的客户及其代表的姓名、合同(包括合同内容和双方)、客户服务，以及本公司或其关联公司的客户购买、租赁、许可或接受的产品和服务的类型、数量、规格和内容;而且
The Executive hereby acknowledges the Company’s exclusive ownership of such Confidential Information.
CEO在此承认公司对该等机密信息的独家所有权。
(c) The Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates; (2) only to communicate the Confidential Information to fellow employees, agents and representatives on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as may be required by law or otherwise authorized by the Board. Upon demand by the Company or upon termination of the Executive’s employment, the Executive will deliver to the Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential Information has been recorded and/or preserved, which are in the Executive’s possession, custody or control.
CEO同意如下:(1)仅使用保密信息向公司及其关联公司提供服务;(2)仅在需要知道的情况下，将机密信息传达给其他员工、代理和代表;(3)不得以其他方式披露或使用任何保密信息，法律可能要求或董事会另行授权的除外。应公司要求或在CEO的雇佣终止时，CEO将向公司交付CEO拥有、保管或控制的所有记录和/或保存机密信息的手册、照片、录音和任何其他工具或装置。
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11. Executive’s Representation. The Executive hereby represents that the Executive’s entry into this Agreement and performance of the services hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.
CEO声明：CEO在此声明，CEO签署本协议和履行本协议项下的服务不会违反CEO作为一方的任何其他协议的条款或条件。
12. Mediation/Arbitration. In the event of any breach arising from the performance of this Agreement or a breach thereof, the parties hereto agree first to try and settle the dispute by mediation. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration. In such event, the parties will submit to arbitration by a qualified arbitrator within the definition and laws of the State of California, aside from any provision of employment law that must be governed by the internal rules of the People’s Republic of China, in which case the arbitration shall be carried out in the People’s Republic of China. Such arbitration shall be final and binding on both parties.
调解和仲裁。如果因履行本协议或违反本协议而发生任何违约，本协议双方同意首先通过调解努力解决争议。如果在书面调解要求送达后60天内未能达成和解，由本合同引起的或与本合同有关的任何未解决的争议或索赔应通过仲裁解决。在这种情况下，双方应在加利福尼亚州的定义和法律范围内由一名合格仲裁员进行仲裁，但必须受中华人民共和国内部规则管辖的就业法的任何规定除外，在这种情况下，仲裁应在中华人民共和国进行。仲裁是终局的，对双方都有约束力。
13. Governing Law/Jurisdiction. This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed by the laws of the State of California, for any portion of the agreement carried out in the United States, and shall be construed and enforced in accordance with and governed by the laws of the People’s Republic of China, for any portion of the agreement carried out in China. In both cases, the laws shall be construed without regard to the conflicts of laws principles thereof.
适用法律和管辖。对于在美国执行的协议的任何部分，本协议以及在本协议项下产生的任何纠纷或争议应根据加利福尼亚州的法律进行解释和执行;对于在中国执行的协议的任何部分，应根据中华人民共和国的法律进行解释和执行并受其管辖。在这两种情况下，法律的解释应不考虑法律原则的冲突。
14. Public Company Obligations; Indemnification.
(a) Executive acknowledges that the Company is a publicly reporting company whose ordinary shares are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and whose ordinary shares are registered under the Exchange Act, and that, as a publicly reporting company, this Agreement will be subject to the public filing requirements of the Exchange Act. In addition, both parties acknowledge that the Executive’s compensation and perquisites (each as determined by the rules of the US Securities and Exchange Commission (the “SEC”) or any other regulatory body or exchange having jurisdiction) (which may include benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Employment Period and any renewals thereof, in cash or in kind) paid or payable or received or receivable under this Agreement or otherwise, and his transactions and other dealings with the Company, may be required to be publicly disclosed.
CEO承认：本公司是一家公开报告的公司，其普通股是根据经修订的《1933年美国证券法》(“证券法”)注册的，其普通股是根据《交易法》注册的，并且，作为一家公开报告的公司，本协议将遵守《交易法》的公开备案要求。此外，双方承认，CEO的薪酬和额外津贴(各由美国证券交易委员会(“SEC”)或任何其他具有管辖权的监管机构或交易所的规则确定)(其中可能包括福利或定期或偶尔的援助/协助，如娱乐、俱乐部会员资格、餐饮、家庭教育、车辆、住宿或服装、偶尔奖金或他收到的任何其他东西，在雇佣期和任何续约(以现金或实物)，根据本协议或其他方式支付的、应付的、收到的或应收的，以及他与公司的交易和其他交易，都可能被要求公开披露。
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(b) Executive acknowledges and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information and other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by the SEC may apply to this Agreement and Executive’s employment with the Company.
CEO承认并同意，适用的内幕交易规则、交易报告规则、对非公开信息披露的限制以及《证券法》、《交易法》和美国证券交易委员会颁布的规章制度中规定的其他要求，可适用于本协议以及CEO在公司的聘用。
(c) Executive (on behalf of himself, as well as the Executive’s executors, heirs, administrators and assigns) agrees to indemnify and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators, shareholders, employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns from any and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints, obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character whatsoever (including, but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.
CEO(代表他本人以及高管的遗嘱执行人、继承人、遗产管理人和受让人)同意对公司及其所有过去、现在和未来的附属公司、遗嘱执行人、继承人、遗产管理人、股东、员工、管理人员、董事、律师、会计师、代理人、代表、前任、继承人和受让人，使其免受任何和所有索赔、债务、要求、账目、判决、诉因、衡平法上的救济、损害赔偿金、费用、如果CEO违反《证券法》、《交易法》、SEC颁布的任何规则以及任何其他适用的联邦、州或外国法律、规则、法规或命令所规定的CEO的任何义务，则CEO应承担的任何种类和性质的指控、投诉、义务、争议、行动、诉讼、程序、费用、责任和负债(包括但不限于合理的律师费用和费用)。
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes and cancels any and all previous agreements, both written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.
整个协议：本协议构成本协议双方就本协议及其标的事项达成的完整协议，并取代和取消双方之前就本协议标的事项达成的任何和所有书面和口头协议。本协议不得变更、变更、修改或修订，除非经本协议双方签署书面协议。
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16. Notices. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been given when delivered to the party to whom addressed (if promptly confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:
通知：所有通知、请求、要求和本协议项下要求的或预期的其他通信均应采用书面形式，并在交付给该方时被视为已送达，该方的收件人(如果通过挂号信或挂号信迅速确认，要求回条，预付款项并注明地址)为双方、其权益继承人或受让人，地址为以下地址，或双方以上述方式通过书面通知指定的其他地址:
| (a) | to the Company at: |
Meihua International Medical Technologies Co., Ltd.
88 Tongda Road
Touqiao Town, Guangling District
Yangzhou 225000
People’s Republic of China
Attn: Chief Executive Officer
Email: secretary@meihuamed.com
with a copy to:
Michelman & Robinson LLP
800 Third Avenue, 24th Floor
New York, NY 10022
Attn: Megan J. Penick, Esq.
Email: mpenick@mrllp.com
| (b) | to the Executive as set forth on Schedule A hereto. |
All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.
所有这些通知、要求和其他通信(i)如果亲自送到本节规定的地址，则视为在送达时送达;(ii)如果通过传真发送到本节规定的传真号码，则视为在传真确认后送达;(iii)如果以上述方式邮寄到本节规定的地址，则视为在传真确认后送达;被视为给定的早些时候后第三个工作日邮件或者收到(iv)如果由隔夜快递提供的地址在本节中,被视为在前面发送的日期后的第一个营业日(隔夜快递或收到(在每种情况下不管这样的通知、请求或其他通信接收到任何其他的人一份这样的通知将依照本节)。任何一方均可根据本节向另一方发出通知，指定另一地址或人员接收本协议项下通知。
17. Severability. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.
可分割性。如果任何术语或本协议的条款,或应用程序的任何人或在任何情况下,应在任何程度上无效或无法执行,本协议的其余部分,或应用程序这样的条款以外的人或情况下,它是无效或无法执行时,应考虑可断开的,不得影响因此,和本协议的每一项有效和可强制执行的法律允许的最大程度。在法律允许的范围内，无效或不可执行的条款应被视为修改并作出解释，以实现本协议的经济意图。
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18. Waiver. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.
豁免：任何一方未能在任何一次或多次情况下坚持严格履行本协议的任何条款和条件，或未能行使本协议授予的任何权利或特权，不应被解释为放弃该等条款、条件、权利或特权，但该等条款、条件、权利或特权将继续充分有效。任何一方对另一方违反、违反或违约本协议任何条款的任何弃权不得被解释为或构成对该等条款的继续弃权，或对本协议任何其他条款的任何其他违反、违反或违约行为的弃权。
19. Successors and Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and obligations hereunder, in whole or in part.
继任者和受让人：本协议对公司及公司的任何继承人和受让人具有约束力。CEO不得转让本协议或本协议项下的任何权利或义务。公司可以全部或部分转让本协议及其在本协议项下的权利和义务。
20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Additionally, a facsimile counterpart of this Agreement shall have the same effect as an originally executed counterpart.
同行：本协议可签署多份副本，每一份副本均应被视为原件，所有副本共同构成同一份文件。此外，本协议的传真件应与原始签署的传真件具有同等效力。
21. Headings. Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
标题：本协议中的标题仅供参考之用，不应被视为具有任何实质性效力。
22. Opportunity to Seek Advice. Both parties fully understand all terms in this agreement. Both parties acknowledge and confirm that they have had the opportunity to seek such legal, financial and other advice and representation as he has deemed appropriate in connection with this Agreement, that both parties are fully aware of its legal effect, and that both parties have entered into it freely based on each party’s individual judgment and not on any representations or promises other than those contained in this Agreement.
寻求建议的机会：双方完全理解本协议的所有条款。双方承认并确认，他们已有机会就本协议寻求他认为适当的法律、财务和其他方面的建议和代表，双方完全了解本协议的法律效力，并且双方是根据各自的个人判断自由签订本协议的，而非基于本协议中所载以外的任何陈述或承诺。
23. Withholding and Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the ordinary course pursuant to the Company’s then existing payroll practices.
预提和工资发放实务：公司在本协议项下支付的所有工资、遣散费、奖金或福利应扣除适用法律要求公司扣缴的任何税款或其他金额，并应按照公司当时现有的工资发放惯例在正常过程中支付
[The next page is the signature page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
兹此证明，双方已于上述首写日期签署本协议。
| Meihua International Medical Technologies Co., Ltd. | |||
| By: | /s/ Yongjun Liu | ||
| Name: | Yongjun Liu | ||
| Title: | Chairman | ||
|
EXECUTIVE: | ||
| /s/ Wang Xin | ||
| Wang Xin |
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Schedule A
| 1. | Employment Period: 36 months |
合约期限：36个月
| 2. | Employment |
a. Title: Chief Executive Officer and Director
b. Executive Duties:
In his capacity as Chief Executive Officer, the Executive shall perform such services, consistent with his office, as from time to time shall be assigned to him by the Board of Directors of the Company, devoting such time and effort to manage, operate and direct the activities of the Company and perform all of the functions of the offices held by him, as directed by the Board of Directors from time to time.
CEO应以首席执行官的身份，履行公司董事会不时分配给他的与其职务相一致的服务，按照董事会不时指示，投入时间和精力来管理、经营和指导公司的活动，并履行其所担任职务的所有职能。
| 3. | Base Salary: $60,000 per year. |
Target Bonus: will be set from time to time by the Board
of Directors
| 6(e). | Severance Period: Six Months |
遣散支付期:六个月
| 15(b). | Executive Contact Information: |
Wang Xin,
Cell: +86-13665227958
Email: 198189258@qq.com
Exhibit 10.2
EMPLOYMENT AGREEMENT
任命协议
This Employment Agreement (the “Agreement”) is entered into effective as of the 1st day of December, 2022, by and between Meihua International Medical Technologies Co., Ltd., a Cayman Islands company (the “Company”), and Zhao Lianzhang, an individual residing at the address set forth on Schedule A hereto (the “Executive”). Should there be any conflict between the English language provisions and the Chinese translations in this document, the English language portion filed by SEC shall govern.
本雇佣协议(下称“协议”)由开曼群岛公司美华国际医疗技术有限公司(下称“公司”)与居住在本协议附件A所列地址的个人赵联张(下称“CFO”)于2022年12月1日签订。本协议中若中文与英文有翻译区别，将以SEC备案的英文内容为准。
INTRODUCTION
介绍
WHEREAS, the Company is in the business of the manufacture, research and development of class I, II and III medical devices through its operating subsidiaries, Yangzhou Huada Medical Device co., Ltd. and other China-based subsidiaries (the “Business”);
本公司通过其运营子公司扬州华达医疗器械有限公司和其他设在中国的子公司(“业务”)从事I、II和III类医疗器械的制造、研发业务;
WHEREAS, the Company wishes to employ the Executive under the title and capacity set forth on Schedule A hereto; and
公司希望以本协议附件A所列的头衔和能力聘用该CFO;而且
WHEREAS, the Executive desires to be employed by the Company in such capacity, subject to the terms of this Agreement.
根据本协议的条款，CFO同意以该等身份受雇于公司。
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:
因此，鉴于本协议如下所述的前提和相互承诺，双方现达成如下协议:
1. Employment Period. The initial term of the Executive’s employment by the Company (directly or through its wholly-owned subsidiaries) pursuant to this Agreement shall commence upon the date hereof (the “Effective Date”) and shall continue for that period of calendar months from the Effective Date set forth on Schedule A hereto (the “Employment Period”). Thereafter, the Employment Period shall automatically renew for successive periods of one (1) year each, unless either party shall have given to the other at least thirty (30) days’ prior written notice of their intention not to renew the Executive’s employment prior to the end of the Employment Period or the then applicable renewal term, as the case may be. In any event, the Employment Period may be terminated as provided herein.
在聘任期间，CFO根据本协议(直接或通过其全资子公司)受雇于本公司的初始期限应自本协议签订之日(“生效日”)开始，并应持续至本协议附件A规定的生效日起的日历月期间(“聘用期”)。此后，聘任期将自动连续延长一(1)年，除非任何一方在聘任期或当时适用的续约期限(视情况而定)结束前，至少提前三十(30)天书面通知另一方其不打算续聘CFO。在任何情况下，聘期均可按本合同规定终止。
2. Employment; Duties.
(a) Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and appropriate for such position and as the Company’s board of directors (the “Board”) may from time to time reasonably assign to the Executive.
根据本协议中规定的条款和条件，公司特此聘用该名CFO，在聘用期内以本协议附件a所列的身份代表公司行事，该名CFO特此接受该等聘用。CFO的职责应包括与该等职务相适应的、通常与该等职务相关联的、与该等职务相适合的、以及公司董事会(“董事会”)不时合理分配给该等CFO的职责和责任。
(b) Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time.
CFO确认，在执行人员受雇期间，执行人员对公司负有不可分割的忠诚义务，执行人员将利用其善意努力促进和发展公司及其子公司(公司的子公司，以及公司的任何其他关联公司，简称“关联公司”)的业务。执行人员应将其所有业务时间、注意力和技能用于执行人员作为公司执行人员的服务。执行人员认识到并认识到，这对保护和增强公司的品牌名称、声誉和业务以及与之相关的商誉至关重要，因此，执行人员应根据适用的法律、规则和规章，以及公司和行业不时制定的此类标准、政策和程序，专业地履行本协议项下的执行人员职责。
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(c) However, the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.
CFO确认，在CFO受雇期间，CFO对公司负有不可分割的忠诚义务，CFO将利用其善意努力促进和发展公司及其子公司(公司的子公司，以及公司的任何其他关联公司，简称“关联公司”)的业务。CFO应将其所有业务时间、注意力和技能用于CFO作为公司CFO的服务。CFO认识到并认识到，这对保护和增强公司的品牌名称、声誉和业务以及与之相关的商誉至关重要，因此，CFO应根据适用的法律、规则和规章，以及公司和行业不时制定的此类标准、政策和程序，专业地履行本协议项下的CFO职责。
3. Place of Employment. The Executive’s services shall be performed at the Company’s offices located at 88 Tongda Road, Touqiao Town, Guangling District, Yangzhou 225000, PRC, at any other location at which the Company now or hereafter has a business facility, at employee’s home office, or at any other location where Executive’s presence is necessary to perform his duties. The parties acknowledge that the Executive may be required to travel in connection with the performance of his duties hereunder.
工作地点。CFO的工作位于中国扬州225000广陵区头桥镇通达路88号的公司办公室、公司现在或以后有业务设施的任何其他地点、员工的家庭办公室，或CFO为履行其职责需要前往的任何其他地点进行。双方承认，CFO可能因履行其在本协议项下的职责而被要求出差。
4. Base Salary. The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year indicated on Schedule A hereto (the “Base Salary”), which Base Salary shall commence following execution of this Agreement and approval by the Board. Once the Board has established the Base Salary, such Base Salary shall be payable in monthly installments in accordance with the Company’s customary payroll practices. The Executive’s Base Salary may be increased on each anniversary of the Effective Date, at the Board’s sole discretion.
基本工资。在聘期内，CFO有权从公司领取本协议附件a中规定的年薪(“基本工资”)，该基本工资将在本协议签署并经董事会批准后开始发放。一旦董事会制定了基本工资，该基本工资应按照公司的薪资惯例，按月分期支付。CFO的基本工资可在生效日的每一周年增加，由董事会全权决定。
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5. Bonus.
奖金
(a) The Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”), which shall be earned by the Executive based upon the level of achievement of specific operational, financial or other milestones by the Company established by the Board in consultation with the Executive (the “Milestones”) as established from time to time by the Board of Directors, and based upon the Executive’s performance of the Executive Duties set forth on Schedule A. The amount of the Annual Bonus, if any, and the method of payment of all or any portion of any Annual Bonus (which will be paid in cash) shall be determined by the Board in its sole discretion. If the Board determines that any portion of the Annual Bonus is to be paid in cash, such amount shall be payable within ten (10) days of the filing with the Securities and Exchange Commission of the Company’s annual report on Form 20-F.
CFO有资格获得年度现金奖金(“年度奖金”)，该奖金应根据董事会与CFO协商确定的公司具体经营、财务或其他里程碑(“里程碑”)的实现水平(董事会不时确定的)，并根据CFO履行附录a中规定的执行职责的情况获得。(如有)，以及任何年度奖金(将以现金支付)的全部或任何部分的支付方法，均由董事会全权决定。如果董事会决定以现金形式支付年度奖金的任何部分，该金额应在向证券交易委员会提交公司年度报告(表格20-F)后的十(10)天内支付。
(b) The Executive shall be eligible to participate in any other bonus or incentive program established by the Company for executives of the Company.
CFO有资格参加公司为公司CFO设立的任何其他奖金或激励计划。
6. Other Benefits
(a) Insurance and Other Benefits. During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in any Company insurance programs and any applicable benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be bound by all of the policies and procedures relating to Benefits established by the Company from time to time.
保险和其他福利：在聘期内，CFO及其受扶养人有权参加公司可能不时采用和/或修改的任何保险计划和任何适用的福利计划(“福利”)。CFO应受公司不时制定的与福利有关的所有政策和程序的约束。
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(b) Vacation; Personal Days. During the Employment Period, the Executive shall be entitled to an annual vacation of such duration consistent with the Company’s policies from time to time, as determined by the Board. The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board.
休假/个人时间：在聘期内，CFO有权享受由董事会不时决定的与公司政策相一致的年假。CFO有权享有由董事会决定的与公司其他高级管理人员一致的带薪事假。
(c) Expense Reimbursement. The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment expenses (“Reimbursable Expenses”) incurred or paid by the Executive during the Employment Period in the performance of Executive’s services under this Agreement on a basis consistent with the Company’s other senior executives, as determined by the Board, provided that the Executive furnishes to the Company appropriate documentation required by the relevant taxing authorities in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the Company may from time to time reasonably request.
费用报销：公司应按照董事会确定的与公司其他高级管理人员一致的标准，向CFO报销在聘用期间为CFO履行本协议项下的服务而发生或支付的所有合理的业务、宣传、差旅和娱乐费用(“可报销费用”)。但CFO应及时向公司提供有关税务机关要求的有关费用的适当文件，并应提供公司不时合理要求的其他文件和会计。
7. Termination; Compensation Due Upon Termination of Employment. The Executive’s right for periods after the date his employment with the Company terminates shall be determined in accordance with the provisions of paragraphs (a) through (e) below.
终止雇佣时应支付的补偿： CFO在其与公司的雇佣终止之日后的权利应根据下文(a)至(e)段的规定确定。
| (a) | Voluntary Resignation; Termination without Cause. |
自愿辞职;无故终止
(i) Voluntary Resignation. The Executive may terminate his employment at any time upon thirty (30) days prior written notice to the Company. In the event of the Executive’s voluntary termination of employment other than for Good Reason (as defined below), the Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 4 or 5, except as otherwise required by this Agreement or by applicable law, to provide the benefits described in Section 6 for periods after the date on which the Executive’s employment with the Company terminates due to the Executive’s voluntary resignation, except for the payment of the Executive’s Base Salary accrued through the date of such resignation.
自愿辞职。CFO可在提前三十(30)天书面通知公司后，随时终止雇佣关系。如果CFO自愿终止雇佣关系(定义如下)，除本协议或适用法律另有规定外，公司无义务根据第4或第5条的规定向CFO支付款项，在CFO因自愿辞职而终止与公司的雇佣关系之日之后的一段时间内提供第6条所述的福利。但截至辞职日期应计的行政人员基本薪金除外。
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(ii) Termination without Cause. 无故终止
(A) If the Executive’s employment is terminated by the Company without Cause (as defined below): (1) the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance Period (as defined below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an amount for the Executive’s bonus for the current Employment Period, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation and Benefits; and (2) any of the Executive’s unvested stock options as set forth on Schedule A attached hereto shall automatically vest upon the Executive’s termination without Cause. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination of employment.
如果公司无故终止CFO的雇佣(定义如下):(1)公司应(x)继续向CFO支付基本工资(按CFO解聘之日生效的费率)，直至解聘期(定义见下文)结束，(y)就年度奖金而言，在达到里程碑的情况下，或在没有里程碑的情况下，董事会可自行决定CFO在当前聘期的奖金数额，如果CFO仍被公司聘用，则该等年度奖金将在本应支付给CFO的日期支付该等年度奖金的按比例部分，并(z)支付任何其他应计薪酬和福利;以及(2)在CFO无故解约后，本协议附件A所列的任何CFO未授予的股票期权应自动授予。CFO在本协议项下没有进一步的权利，在雇佣关系终止后，CFO也无权获得任何其他补偿或福利。
(B) If, following a termination of employment without Cause, the Executive breaches the provisions of Sections 8, 9 or 10 hereof, the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 7(a)(ii)(A) above, and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.
如果在无故终止雇佣后，CFO违反了本协议第8、9或10条的规定，则自该等违约之日起，CFO将没有资格获得上述第7(a)(ii)(A)条所述的付款和福利，公司关于该等付款的任何和所有义务和协议将随之终止。
(b) Discharge for Cause. Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause” if any of the following events shall occur:
因原因解雇：在书面通知CFO后，如果发生以下任何事件，公司可以“原因”终止CFO的聘用:
(i) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;
CFO严重违反其在本协议项下的任何义务的任何作为或不作为;
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(ii) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company;
CFO故意且持续未能或拒绝令人满意地履行作为公司雇员合理要求他履行的职责;
(iii) the Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;
CFO被定罪或抗辩不抗辩(i)任何重罪或(ii)涉及不诚实或道德败坏或可能对公司产生负面影响或以其他方式损害或阻碍公司运营的罪行;
(iv) the Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
CFO从事任何不当行为、疏忽、不诚实行为(包括但不限于盗窃或贪污)、暴力、暴力威胁或可能导致违反联邦证券法的任何活动，且在每种情况下对公司或其任何关联公司造成损害;
(v) the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;
CFO严重违反公司的书面政策或适用于公司的任何政府或监管机构的规则;
(vi) the Executive’s refusal to follow the directions of the Board, unless such directions are, in the written opinion of legal counsel, illegal or in violation of applicable regulations;
CFO拒绝遵从董事会的指示，除非该等指示在法律顾问的书面意见中属非法或违反适用的规例;
(vii) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates, or
CFO的任何其他故意不当行为，对公司或其任何关联公司的财务状况或商业声誉造成重大损害，或
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any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates, or
CFO的任何其他故意不当行为，对公司或其任何关联公司的财务状况或商业声誉造成重大损害，或
(viii) the Executive’s breach of his obligations under Section 8, 9 or 10 hereof.
In the event Executive is terminated for Cause, the Company shall have no obligation to make payments to Executive in accordance with the provisions of Sections 4 or 5, or, except as otherwise required by law, to provide the benefits described in Section 6, for periods after the Executive’s employment with the Company is terminated on account of the Executive’s discharge for Cause except for the Executive’s then applicable Base Salary accrued through the date of such termination.
CFO违反其在本协议第8、9或10条下的义务。如果CFO因原因被解雇，公司无义务根据第4或第5条的规定向CFO付款，或在CFO因原因被解雇而被公司终止雇佣后的一段时间内(法律另有规定的除外)提供第6条所述的福利，但CFO在该等解雇之日之前应计的当时适用的基本工资除外。
(c) Disability. The Company shall have the right, but shall not be obligated to, terminate the Executive’s employment hereunder in the event the Executive becomes disabled such that he is unable to discharge his duties to the Company for a period of ninety (90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period (unless longer periods are not required under applicable local labor regulations) (a “Permanent Disability”). In the event of a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the Executive in an amount equal to the then applicable Base Salary for the Severance Period (as defined below), payable in the form of salary continuation for the applicable Severance Period after the Executive’s employment with the Company is terminated due to a Permanent Disability. A determination of a Permanent Disability shall be made by a physician satisfactory to both the Executive and the Company; provided, however, that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and those two physicians together shall select a third physician, whose determination as to a Permanent Disability shall be binding on all parties.
残疾：如果CFO发生残疾，以致其在连续90(90)天内或在任何180(180)天内连续120(120)天内无法履行其在公司的职责(除非根据适用的当地劳动法规不要求更长时间)(“永久性残疾”)，公司有权但无义务终止其在本协议项下的雇佣关系。如果因永久性残疾终止雇佣关系，公司有义务继续向CFO支付相当于当时适用的离职期基本工资(定义如下)的金额，在CFO因永久性残疾终止与公司的雇佣关系后，以适用的离职期工资延续的形式支付。永久性残疾的判定应由CFO和公司双方都满意的医生作出;但是，如果CFO与公司未商定一名医生，则CFO与公司应各自选择一名医生，而这两名医生应共同选择第三名医生，其对永久性残疾的决定对各方均具有约束力。
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(d) Death. The Executive’s employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 4 or 5, or, except as otherwise required by law or the terms of any applicable benefit plan, to provide the benefits described in Section 6 for periods after the date of the Executive’s death except for then applicable Base Salary earned and accrued through the date of death, payable to the Executive’s beneficiary, as the Executive shall have indicated in writing to the Company (or if no such beneficiary has been designated, to Executive’s estate).
死亡：CFO在本协议项下的雇用应在CFO死亡时终止。本公司无义务根据第4或第5条的规定向CFO付款，或(除非法律或任何适用的福利计划条款另有规定)在CFO死亡之日后向CFO的受益人提供第6条所述的福利，但截至死亡之日已获得和应计的当时适用的基本工资除外。如CFO已以书面形式向公司指明(或如未指定该等受益人，则按CFO的遗产)。
(e) Termination for Good Reason. The Executive may terminate this Agreement at any time for Good Reason. In the event of termination under this paragraph (e), the Company shall pay to the Executive severance in an amount equal to the Executive’s then applicable Base Salary for a period equal to the number of months set forth on Schedule A hereto (the “Severance Period”), subject to the Executive’s continued compliance with Sections 8, 9 and 10 of this Agreement, payable in the form of salary continuation for the applicable Severance Period following the Executive’s termination, and subject to the Company’s regular payroll practices and required withholdings. Such severance shall be reduced by any cash remuneration paid to the Executive because of the Executive’s employment or self-employment during the Severance Period. The Executive shall continue to receive all Benefits (either through the Company or an Affiliate) during the Severance Period. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such resignation. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
有正当理由的终止：CFO可在任何时候以正当理由终止本协议。如果根据本(e)段终止，公司应向CFO支付相当于其当时适用的基本工资的遣散费，期限与本协议附件a中规定的月数相等(“遣散期”)，前提是CFO继续遵守本协议第8、9和10条，在CFO终止后，以适用遣散期的工资延续的形式支付。并根据公司的正常工资制度和要求的预提。该等遣散费须扣除因CFO在遣散期内受雇或自雇而支付给CFO的任何现金酬金。在遣散期间，CFO应继续获得所有福利(通过本公司或关联公司)。CFO在该等人员辞职后，在本协议项下或以其他方式获得任何其他补偿或福利的权利将不复存在。就本协议而言，“充分理由”系指以下任何一项(未经CFO明确书面同意):
(i) the assignment to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that he assumed on the Effective Date;
向行政人员指派的职责与其在生效日期所承担的职责有显著不同，并导致其在生效日期所承担的职责大幅减少;
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(ii) removal of the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that he assumed under this Agreement, within twelve (12) months after a Change of Control (as defined below);
在控制权变更(定义见下文)后的十二(12)个月内，解除本协议附件A所示的CFO职务，或向CFO分配与其在本协议项下所承担的职责明显不同并导致其大幅减少的职责;
(iii) a reduction by the Company in the Executive’s then applicable Base Salary or other compensation, unless said reduction is pari passu with other senior executives of the Company;
公司削减高管当时适用的基本工资或其他薪酬，除非该削减与公司其他高级管理人员相同;
(iv) the taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits, unless said reductions are pari passu with other senior executives of the Company; or
公司采取任何直接或间接实质性减少高管福利的行动，除非所述削减与公司其他高管同等;或
(v) a breach by the Company of any material term of this Agreement that is not cured by the Company within thirty (30) days following receipt by the Company of written notice thereof.
公司违反本协议的任何重要条款，而公司在收到书面通知后三十(30)天内未予以纠正
For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 50% or more of the shares of the outstanding equity securities of the Company, (ii) a merger or consolidation of the Company in which the Company does not survive as an independent company or upon the consummation of which the holders of the Company’s outstanding equity securities prior to such merger or consolidation own less than 50% of the outstanding equity securities of the Company after such merger or consolidation, or (iii) a sale of all or substantially all of the assets of the Company; provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of common stock or securities convertible into common stock directly from the Company, or (B) any acquisition of common stock or securities convertible into common stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.
就本协议而言，“控制权变更”系指下列任何一种或多种情况的发生:(i)任何个人、实体或团体(在经修订的《1934年证券交易法》第13(d)(3)条或第14(d)(2)条所指的范围内)直接、间接、实益或有记录地积累公司已发行股本证券50%或以上的股份;(ii)公司的合并或合并，而在该等合并或合并中，公司不能作为独立公司存活下来，或在该等合并或合并完成后，公司未清偿权益证券的持有人在该等合并或合并后，持有公司未清偿权益证券的比例不足50%，或(iii)出售公司全部或几乎全部资产;但就本协议而言，以下收购不构成控制权变更:(a)直接从公司收购普通股或可转换为普通股的证券，或(B)通过公司赞助或维持的任何员工福利计划(或相关信托)收购普通股或可转换为普通股的证券。
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(f) Notice of Termination. Any termination of employment by the Company or the Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 16 of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of termination, which date shall be the date of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
终止通知：本公司或CFO的任何雇佣终止均应根据本协议第16条以书面“终止通知”的方式通知本协议的另一方。如果公司因原因终止合同，则终止通知应(i)指明本协议中所依赖的具体终止条款，(ii)合理详细地列出据称可作为终止CFO聘用的依据的事实和情况，以及(iii)指明终止日期，该日期应为该通知发出的日期。CFO或公司未能在终止通知中列出导致原因显示的任何事实或情况，不应放弃CFO或公司在本协议项下的任何权利，也不排除CFO或公司在执行CFO或公司在本协议项下的权利时主张该事实或情况。
(g) Resignation of Executive Officer. The termination of the Executive’s employment for any reason will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.
CFO辞职：CFO因任何原因终止聘用，即构成其辞去(i)CFO在本公司或其任何关联公司所担任的任何董事、高级职员或雇员职务，以及(ii)CFO就本公司设立的任何雇员福利计划或信托所担任的所有受托人职务(包括受托人)。CFO同意，在此情况下，本协议应作为书面辞职通知，除非任何计划或适用法律另有规定。
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8. Non-Competition; Non-Solicitation. 竞业禁止
(a) For the duration of the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during the Severance Period (the “Non-compete Period”), the Executive shall not, directly or indirectly, except as specifically provided in the last sentence of Section 2(c) hereof, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other entity that engages or conducts any business the same as or substantially similar to the Business or any other business engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period, or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within North America; provided, however, that the Executive may own less than 5% in the aggregate of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise), other than any such enterprise with which the Company competes or is currently engaged in a joint venture, if such securities are of a class listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act.
在聘任期期间内，除非公司在离职期间(“竞业禁止期”)无故终止CFO的聘用，除本协议第2(c)条最后一句明确规定的外，CFO不得直接或间接从事或投资于、拥有、管理、经营、融资、控制或参与以下公司的所有权、管理、经营、融资或控制:或以任何方式与任何企业、商号、公司、合伙企业、协会、合资企业或其他实体有关，或向其提供任何信贷，或向其提供服务或建议，这些企业、商号、公司、合伙企业、协会、合资企业或其他实体从事或经营与本业务相同或大致类似的业务，或本公司和/或其任何关联公司在聘用期间从事或拟从事或经营的任何其他业务，或随后被纳入本公司和/或其任何关联公司的未来战略计划(在北美的任何地方);提供,然而,执行可能的不到5%的总流通股的任何类证券的任何企业(但没有其他参与活动的企业),除了任何此类企业的公司竞争或正在从事合资企业,如果这些证券是类的任何国家或地区证券交易所上市或 已登记部分12 (b)或(g)的交换行为。
(b) During the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the Company, the Executive shall not:
在聘期内以及在CFO终止与公司的雇佣关系后的十二(12)个月内，CFO不得:
(i) solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement; or
招揽、雇用、或试图招募、劝说、招揽或雇用本公司或其关联公司的任何员工、独立承包商或顾问离开本公司或其关联公司的雇佣关系(或独立承包商关系)，无论该等员工或独立承包商是否是雇佣协议的一方;或
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(ii) attempt in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of this Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.
试图以任何方式向本公司或其任何关联公司的任何客户或客户(本公司或其任何关联公司在本协议期间与之有重大联系)招揽或接受，商业的或竞争的业务由公司或任何其附属公司与客户或说服或试图说服任何此类客户停止做生意或减少业务这类客户通常做或合理预期与公司或任何其附属公司或如果任何此类客户选择移动业务的人以外的其他公司或任何其附属公司,代表该等人为该等客户提供任何(属于或与本公司或其任何关联公司的业务相竞争的)服务，或与该等客户就任何该等服务进行任何讨论。
(c) The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by the Executive of any of his obligations under this Section.
CFO认识到并同意，由于CFO违反其在本条项下的义务，将对公司造成难以量化且金钱损害不足以弥补的不可弥补的损害，公司应有权获得禁令救济，以防止或限制任何此类违反行为，而无需缴纳保证金。竞业禁止期将随CFO违反其在本节项下的任何义务的持续时间而延长。
(d) The Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of the covenant not to compete.
CFO明确同意，根据本协议签署之日存在的情况，不竞争契约的性质、期限和范围是合理的。然而，如果有管辖权的法院在以后作出决定，认为不竞争契约的性质、期限或地域范围根据当时存在的情况是不合理的，那么高管一方和公司一方的意图是，不竞争契约应由法院解释为只对CFO的行为施加限制，而这些限制在当时的情况下是合理的，并且是确保公司从不竞争契约中获得预期利益所必需的
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9. Inventions and Patents. The Executive acknowledges that all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which related to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” and ownership of all right title and interest shall rest in the Company. The Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by law, all right, title and interest in the Work Product, on a worldwide basis, to the Company to the extent ownership of any such rights does not automatically vest in the Company under applicable law. The Executive will promptly disclose any such Work Product to the Company and perform all actions requested by the Company (whether during or after employment) to establish and confirm ownership of such Work Product by the Company (including, without limitation, assignments, consents, powers of attorney and other instruments).
与本公司任何实际或拟议的业务活动有关的改进、专有技术、计划、开发、方法、设计、分析、规格、软件、图纸、报告以及所有类似或相关信息(无论是否可申请专利或简化为实践)，以及在CFO过去或未来受雇于本公司或任何关联公司或其前身期间由CFO创造、设计、构思、开发或制作的(“工作产品”)，属于本公司或其关联公司(视情况而定)。在工作成果定义范围内的任何有版权的作品均应被视为“雇佣作品”，所有权利、所有权和利益的所有权属于公司。在法律允许的范围内，CFO在此不可撤销地将工作成果的所有权利、所有权和利益在全球范围内转让、转让和转让给本公司，但任何此类权利的所有权在适用法律下不自动归属于本公司。CFO将立即向公司披露任何该等工作成果，并执行公司要求的所有行动(无论是在受雇期间还是受雇后)，以确立和确认公司对该等工作成果的所有权(包括但不限于转让、同意、授权书和其他文书)。
10. Confidentiality.保密
(a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral, electronic or graphic.
CFO明白，本公司和/或其关联公司可不时向CFO传递机密信息，无论该等信息是书面、口头、电子或图形形式。
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(b) For purposes of this Agreement, “Confidential Information” means information, which is used in the business of the Company or its Affiliates and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company or its Affiliates some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by the Company or its Affiliates, is known by the Executive to be considered confidential by the Company or its Affiliates, or from all the relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company or its Affiliates, or (iv) is not generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):
就本协议而言，“机密信息”系指在本公司或其关联公司的业务中使用的信息，并且(i)本公司或其关联公司专有的、关于本公司或其关联公司的或由本公司或其关联公司创建的信息，(ii)使本公司或其关联公司获得某些竞争性商业优势或获得该优势的机会，或披露该优势可能损害本公司或其关联公司的利益的信息，(iii)被本公司或其关联公司指定为机密信息，被CFO知道并被本公司或其关联公司视为机密信息，或从所有相关情况来看，CFO应合理地认为是对本公司或其关联公司的机密和专有信息，或(iv)非本公司人员通常不知道的信息。该等保密信息包括但不限于以下类型的信息以及其他类似性质的信息(无论是否简化为书面形式或指定为保密信息):
(i) internal personnel and financial information of the Company or its Affiliates, vendor information (including vendor characteristics, services, prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and the manner and methods of conducting the business of the Company or its Affiliates;
公司或其关联公司的内部人事和财务信息、供应商信息(包括供应商特征、服务、价格、清单和协议)、采购和内部成本信息、内部服务和操作手册，以及公司或其关联公司开展业务的方式和方法;
(ii) marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation, all information relating to any oil and gas prospect and the identity of any key contact within the organization of any acquisition prospect) of the Company or its Affiliates which have been or are being discussed;
公司或其关联公司已经或正在讨论的营销和开发计划、价格和成本数据、价格和费用数额、定价和账单政策、招标、报价程序、营销技术、预测和预测假设和数量，以及未来计划和潜在战略(包括但不限于与任何石油和天然气前景有关的所有信息以及任何收购前景组织内任何关键联系人的身份);
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(iii) names of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity, specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its Affiliates; and
客户及其代表的姓名、合同(包括合同内容和当事人)、客户服务，以及本公司或其关联公司的客户购买、租赁、许可或接收的产品和服务的类型、数量、规格和内容;而且
(iv) confidential and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or other third party (including businesses, consultants and other entities and individuals).
任何实际或潜在客户、政府机构或其他第三方(包括企业、顾问和其他实体和个人)向本公司或其关联公司提供的保密和专有信息。
The Executive hereby acknowledges the Company’s exclusive ownership of such Confidential Information.
CFO在此承认公司对该等机密信息的独家所有权。
(c) The Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates; (2) only to communicate the Confidential Information to fellow employees, agents and representatives on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as may be required by law or otherwise authorized by the Board. Upon demand by the Company or upon termination of the Executive’s employment, the Executive will deliver to the Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential Information has been recorded and/or preserved, which are in the Executive’s possession, custody or control.
(c)CFO同意如下:(1)仅使用保密信息向公司及其关联公司提供服务;(2)仅在需要知道的情况下，将机密信息传达给其他员工、代理和代表;(3)不得以其他方式披露或使用任何保密信息，法律可能要求或董事会另行授权的除外。应公司要求或在CFO的雇佣终止时，CFO将向公司交付CFO拥有、保管或控制的所有记录和/或保存机密信息的手册、照片、录音和任何其他工具或装置。
11. Executive’s Representation. The Executive hereby represents that the Executive’s entry into this Agreement and performance of the services hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.
CFO声明：CFO在此声明，CFO签署本协议和履行本协议项下的服务不会违反CFO作为一方的任何其他协议的条款或条件。
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12. Mediation/Arbitration. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation before resorting to arbitration. If settlement is unable to be reached through mediation, the parties agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall then be settled by arbitration in accordance with its rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
12. 调解和仲裁：如因本合同或违反本合同而发生或与本合同有关的争议，如果该争议不能通过直接协商解决，双方同意首先努力通过调解解决争议，然后再诉诸仲裁。如果无法通过调解达成解决，双方同意任何因本合同或违反本合同而产生的或与本合同有关的未解决的争议或索赔应根据其规则通过仲裁解决，仲裁员作出的裁决的判决可提交有管辖权的任何法院。
13. Governing Law/Jurisdiction. This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed by the internal laws of the People’s Republic of China.
适用法律和管辖。本协议及本协议项下产生的任何争议或争议均应根据中华人民共和国的国内法律进行解释和执行并受其管辖。
14. Public Company Obligations; Indemnification.
上市公司义务;赔偿。
(a) Executive acknowledges that the Company is a publicly reporting company whose ordinary shares are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and whose ordinary shares are registered under the Exchange Act, and that, as a publicly reporting company, this Agreement will be subject to the public filing requirements of the Exchange Act. In addition, both parties acknowledge that the Executive’s compensation and perquisites (each as determined by the rules of the US Securities and Exchange Commission (the “SEC”) or any other regulatory body or exchange having jurisdiction) (which may include benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Employment Period and any renewals thereof, in cash or in kind) paid or payable or received or receivable under this Agreement or otherwise, and his transactions and other dealings with the Company, may be required to be publicly disclosed.
CFO承认，本公司是一家公开报告的公司，其普通股是根据经修订的《1933年美国证券法》(“证券法”)注册的，其普通股是根据《交易法》注册的，并且，作为一家公开报告的公司，本协议将遵守《交易法》的公开备案要求。此外，双方承认，CFO的薪酬和额外津贴(各由美国证券交易委员会(“SEC”)或任何其他具有管辖权的监管机构或交易所的规则确定)(其中可能包括福利或定期或偶尔的援助/协助，如娱乐、俱乐部会员资格、餐饮、家庭教育、车辆、住宿或服装、偶尔奖金或他收到的任何其他东西，在雇佣期和任何续约(以现金或实物)，根据本协议或其他方式支付的、应付的、收到的或应收的，以及他与公司的交易和其他交易，都可能被要求公开披露。
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(b) Executive acknowledges and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information and other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by the SEC may apply to this Agreement and Executive’s employment with the Company.
CFO承认并同意，适用的内幕交易规则、交易报告规则、对非公开信息披露的限制以及《证券法》、《交易法》和美国证券交易委员会颁布的规章制度中规定的其他要求，可适用于本协议以及CFO在公司的聘用。
(c) Executive (on behalf of himself, as well as the Executive’s executors, heirs, administrators and assigns) absolutely and unconditionally agrees to indemnify and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators, shareholders, employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns from any and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints, obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character whatsoever (including, but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.
(d) CFO(代表他本人以及CFO的遗嘱执行人、继承人、遗产管理人和受让人)绝对和无条件地同意赔偿公司及其所有过去、现在和未来的附属公司、遗嘱执行人、继承人、遗产管理人、股东、员工、管理人员、董事、律师、会计师、代理人、代表、前任、继承人和受让人，使其免受任何和所有索赔、债务、要求、账目、判决、诉因、如果CFO违反《证券法》、《交易法》、SEC颁布的任何规则以及任何其他适用的联邦、州或外国法律、规则、法规或命令所规定的CFO的任何义务，则公平的救济、损害赔偿、费用、指控、投诉、义务、争议、行动、诉讼、程序、费用、责任和责任的任何种类和性质(包括但不限于合理的律师费用和费用)。
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes and cancels any and all previous agreements, both written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.
整个协议。本协议构成本协议双方就本协议及其标的事项达成的完整协议，并取代和取消双方之前就本协议标的事项达成的任何和所有书面和口头协议。本协议不得变更、变更、修改或修订，除非经本协议双方签署书面协议。
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16. Notices. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:
通知。所有通知、请求、要求和本协议项下要求或预期的其他通信均应采用书面形式，并在送达收件人一方时视为已送达，或在通过传真(如果通过挂号信或挂号信及时确认，要求回执，预付款项并注明地址)发送至以下地址的各方、其权益继承人或受让人时，视为已送达:或在双方以上述方式书面通知指定的其他地址:
| (a) | to the Company at: | |
| Meihua International Medical Technologies Co., Ltd. | ||
| 88 Tongda Road | ||
| Touqiao Town, Guangling District | ||
| Yangzhou 225000 | ||
| People’s Republic of China | ||
| Attn: Chief Executive Officer | ||
| Email: secretary@meihuamed.com | ||
| with a copy to: | ||
| Michelman & Robinson LLP | ||
| 800 Third Avenue, 24th Floor | ||
| New York, NY 10022 | ||
| Attn: Megan J. Penick, Esq. | ||
| Email: mpenick@mrllp.com | ||
| (b) | to the Executive as set forth on Schedule A hereto. |
All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.
所有这些通知、要求和其他通信(i)如果亲自送到本节规定的地址，则视为在送达时送达;(ii)如果通过传真发送到本节规定的传真号码，则视为在传真确认后送达;(iii)如果以上述方式邮寄到本节规定的地址，则视为在传真确认后送达;被视为给定的早些时候后第三个工作日邮件或者收到(iv)如果由隔夜快递提供的地址在本节中,被视为在前面发送的日期后的第一个营业日(隔夜快递或收到(在每种情况下不管这样的通知、请求或其他通信接收到任何其他的人一份这样的通知将依照本节)。任何一方均可根据本节向另一方发出通知，指定另一地址或人员接收本协议项下通知。
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17. Severability. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.
可分割性。如果任何术语或本协议的条款,或应用程序的任何人或在任何情况下,应在任何程度上无效或无法执行,本协议的其余部分,或应用程序这样的条款以外的人或情况下,它是无效或无法执行时,应考虑可断开的,不得影响因此,和本协议的每一项有效和可强制执行的法律允许的最大程度。在法律允许的范围内，无效或不可执行的条款应被视为修改并作出解释，以实现本协议的经济意图。
18. Waiver. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.
豁免。任何一方未能在任何一次或多次情况下坚持严格履行本协议的任何条款和条件，或未能行使本协议授予的任何权利或特权，不应被解释为放弃该等条款、条件、权利或特权，但该等条款、条件、权利或特权将继续充分有效。任何一方对另一方违反、违反或违约本协议任何条款的任何弃权不得被解释为或构成对该等条款的继续弃权，或对本协议任何其他条款的任何其他违反、违反或违约行为的弃权。
19. Successors and Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and obligations hereunder, in whole or in part.
继任者和受让人。本协议对公司及公司的任何继承人和受让人具有约束力。CFO不得转让本协议或本协议项下的任何权利或义务。公司可以全部或部分转让本协议及其在本协议项下的权利和义务。
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20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Additionally, a facsimile counterpart of this Agreement shall have the same effect as an originally executed counterpart.
同行：本协议可签署多份副本，每一份副本均应被视为原件，所有副本共同构成同一份文件。此外，本协议的传真件应与原始签署的传真件具有同等效力。
21. Headings. Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
标题：本协议中的标题仅供参考之用，不应被视为具有任何实质性效力。
22. Opportunity to Seek Advice. The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and other advice and representation as he has deemed appropriate in connection with this Agreement, that the Executive is fully aware of its legal effect, and that Executive has entered into it freely based on the Executive’s judgment and not on any representations or promises other than those contained in this Agreement.
寻求建议的机会：CFO承认并确认，他已有机会就本协议寻求他认为适当的法律、财务和其他方面的建议和代表，CFO完全了解本协议的法律效力，CFO是根据CFO的判断自由签订本协议的，而非基于本协议所载以外的任何陈述或承诺。
23. Withholding and Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the ordinary course pursuant to the Company’s then existing payroll practices.
预提和工资发放实务。公司在本协议项下支付的所有工资、遣散费、奖金或福利应扣除适用法律要求公司扣缴的任何税款或其他金额，并应按照公司当时现有的工资发放惯例在正常过程中支付。
[The next page is the signature page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
兹此证明，双方已于上述首写日期签署本协议。
| Meihua International Medical Technologies Co., Ltd. | ||
| By: | /s/ Yongjun Liu | |
| Name: | Yongjun Liu | |
| Title: | Chairman | |
| EXECUTIVE: | |
| /s/ Lianzhang Zhao | |
| Lianzhang Zhao |
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Schedule A
| 1. | Employment Period: 12 months |
| 2. | Employment |
| a. | Title: Chief Financial Officer |
| b. | Executive Duties: |
In his capacity as Chief Financial Officer, the Executive shall perform such services, consistent with his office, as from time to time shall be assigned to him by the Board of Directors of the Company, devoting such time and effort to manage and oversee the financial operations of the Company, including preparation of the Company’s U.S. Securities and Exchange Commission Filings, including its Annual Report on Form 20-F and Semi-Annual Report on Form 6-K, and perform all of the functions of the offices held by him, as directed by the Board of Directors from time-to-time.
以首席财务官的身份，CFO应履行公司董事会不时分配给他的与其职务相一致的服务，投入时间和精力管理和监督公司的财务运作，包括准备公司的美国证券交易委员会备案文件，包括关于表格20-F的年度报告和关于表格6-K的半年度报告。并根据董事会不时的指示，履行他所担任职务的所有职能。
| 3. | Base Salary: $42,000 per year. |
Target Bonus: milestone based to be set from time to time by the Board of Directors
基本工资:每年42,000美元。
目标奖金:由董事会不时制定
| 6(e). | Severance Period: [2 months] |
| 15(b). | Executive Contact Information: |
| Name: | Zhao Lianzhang |
| Email: | CFO@meihuamed.com |
Schedule B
Milestones
| Key Performance Indicators | Level to be Achieved by the Company | Year | ||
| TBD | TBD | 2023 |
Exhibit 10.3
MEIHUA INTERNATIONAL MEDICAL TECHNOLOGIES CO., LTD.
DIRECTOR SERVICE AGREEMENT
This Director Service Agreement (the “Agreement”) is made effective and entered into as of December 1st , 2022, by and between Meihua International Medical Technologies Co., Ltd., a Cayman Islands corporation (the “Company”), and Zhao Huijuan, an individual (the “Director”). Should there be any conflict between the English language provisions and the Chinese translations in this document, the English language portion filed with the SEC shall govern.
本董事服务协议(下称“协议”)由开曼群岛公司美华国际医疗技术有限公司(下称“公司”)与个人赵慧娟(下称“董事”)于202年12月1日签订。本协议中若中文与英文有翻译区别，将以SEC备案的英文内容为准。
I. SERVICES
A. Service on the Board of Directors. The Director has been appointed as an Independent Director of the Company’s Board of Directors (the “Board”), with her service having commenced on Dec 1st, 2022 (the “Effective Date”) and to continue until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination of this Agreement in accordance with this Section V(B) hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as nominated and elected from time to time pursuant to the then current Memorandum and Articles of Association of the Company (the “Articles”).
A.担任董事会成员：该董事已被任命为公司董事会(下称“董事会”)的独立董事，其任期自2022年12月1日(下称“生效日”)开始，并将持续至该董事因任何原因停止担任董事会成员之日或根据本协议第V(B)条终止本协议之日(该较早日期为“到期日”)。董事会应由董事和根据当时的公司章程大纲和章程(下称“章程”)不时提名和选举的其他成员组成。
B. Director Services. Director’s services to the Company hereunder shall include service as a member of the Board to direct the business of the Company in accordance with applicable law and the then current Articles. Director shall devote such time and attention to the business and affairs of the Company as is necessary to perform her duties as a Director in a faithful and competent manner. Director shall comply with all laws, rules, and regulations applicable to the Company and its business. Director shall further comply with all policies and codes of conduct which the Company shall reasonably determine are necessary for the proper functioning of its business (collectively, the “Director Services”).
B.董事服务：董事在本协议项下为公司提供的服务应包括作为董事会成员，根据适用法律和当时的公司章程指导公司业务。董事应在公司业务和事务上投入必要的时间和精力，以忠实和称职的方式履行董事职责。董事应遵守适用于公司及其业务的所有法律、法规和规章。董事应进一步遵守公司合理确定为其业务正常运作所必需的所有政策和行为准则(统称“董事服务”)。
II. COMPENSATION
A. Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.
A.费用报销。公司应向董事报销与董事提供的董事服务有关的所有合理差旅费和其他自付费用。
B. Cash Fees to Director. The Company agrees to pay Director a fee of $2,500 per month for each month of service as a Director, paid on the last day of each calendar month. In the event Director ceases to be a member of the Board on a day other than the last day of a calendar month, the Director shall be paid the pro rata portion of the monthly fee for his final month of service.
B.向董事支付的现金费用：本公司同意向董事支付每月2,500美元的费用，支付时间为担任董事的每个月的最后一天。如果董事在一个公历月的最后一天以外的某一天停止担任董事会成员，则董事应在其最后一个月的服务中按比例获得每月费用的一部分。
C. Stock Options. Immediately upon the Effective Date, the Company will grant to the Director options to purchase $10,000 of the Company’s Ordinary Shares, par value $0.0005 per share, at an exercise price equal to the per share closing price on The Nasdaq Capital Market on the date of issuance. The options shall be exercisable at any for a period of 10 years from the Effective Date. The options shall vest and become exercisable by the Director in equal monthly installments over the course of the Director’s initial year of service, that is over a 12 month period. In the event that the Director ceases to be a member of the Board prior to the end of one year of service, all unvested stock options awarded hereunder shall be forfeited. The director may exercise such options on a cashless basis.
C.股票期权。自生效之日起，本公司将立即向董事授予购买10,000美元本公司普通股的期权，每股票面价值0.0005美元，行权价格等于发行当日纳斯达克资本市场的每股收盘价。期权的行使期限为自生效日起的10年。期权应在董事任职的最初一年(即12个月期间)内按月等额分期授予并由董事行使。如果该董事在一年的任期结束前不再担任董事会成员，则根据本协议授予的所有未授予股票期权将被没收。董事可以无现金方式行使该等选择权。
D. Director and Officer Liability Insurance. The Company’s proposed director and officer liability insurance policy shall provide Director with coverage for damages and losses incurred in connection with the Director Services.
D.董事和高级职员责任保险。本公司拟就的董事和高级管理人员责任保险应为董事承保与董事服务有关的损害和损失。
III. DUTIES OF DIRECTOR
A. Fiduciary Duties. In fulfilling her responsibilities, Director shall be charged with a fiduciary duty to the Company and all of its shareholders. Director shall be attentive to and inform herself of all material facts regarding a decision before taking action. In addition, Director’s actions shall be motivated solely by the best interests of the Company and its shareholders.
受托责任：在履行其职责时，董事应对公司及其所有股东负有受托责任。在采取行动前，董事须注意并告知有关决定的所有重要事实。此外，董事的行为应完全以公司及其股东的最佳利益为动机。
B. Confidentiality. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall maintain in strict confidence all information she has obtained or shall obtain from the Company which the Company has designated as “confidential” or which is, by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers, suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, or (ii) is required to be disclosed by law or a valid order by a court or other governmental body (the “Confidential Information”).
机密性：在本协议有效期内，以及在到期日后一(1)年内，董事应严格保密其已获得或将从公司获得的，与公司业务、经营、财产、资产、服务、状况(财务或其他)、负债、员工关系、客户、供应商、前景、技术、或商业秘密，除非该等信息(i)并非因本公司的作为或不作为而处于公共领域，或(ii)法律或法院或其他政府机构的有效命令要求披露(“机密信息”)。
C. Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use her best efforts to protect the Confidential Information. Director will not use the Confidential Information for her own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.
保密和不使用义务。董事将仅为公司利益而使用保密信息执行董事服务。董事将以与对待自己的保密信息同等的谨慎程度对待公司的所有保密信息，并将尽最大努力保护保密信息。除本协议中明确允许的情况外，董事不得为自己或任何其他人或实体的利益使用机密信息。董事应立即通知公司任何未经授权的使用或披露，由他或通过他，或他知道，机密信息。董事同意协助公司补救任何此类未经授权使用或披露机密信息的行为。
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D. Return of the Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”) are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such the Company Property.
公司财产的归还。本公司向董事提供的所有材料，无论是由本公司交付给董事，还是由董事在履行本协议项下的董事服务过程中制作的材料(“公司财产”)，均为本公司的独家财产。董事同意应公司要求，在任何时间及时向公司交付公司财产的原件和任何副本。在任何一方因任何原因终止本协议后，董事同意根据公司的选择，立即向公司交付或销毁公司财产的原件和任何副本。董事同意书面证明，董事已如此归还或销毁所有该等公司财产。
IV. COVENANTS OF DIRECTOR
A. No Conflict of Interest. For so long as Director is a member of the Board, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue Director’s current affiliations or other current relationships in existence on the date of this Agreement (collectively, the “Current Affiliations”). For a period of one (1) year after the Expiration Date, Director shall not be employed by, operate, or manage any business entity that is competitive with the Company. This Agreement is subject to the current terms and agreements governing Director’s relationship with the Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Director’s obligations to the Current Affiliations. Director represents that nothing in this Agreement conflicts with Director’s obligations to the Current Affiliations. A business entity shall be deemed to be “competitive with the Company” for purpose of this Article IV only if and to the extent it engages in a business substantially similar to the Company’s natural products and ingredients businesses.
没有利益冲突：只要董事是董事会成员，董事不得受雇于、拥有、管理、控制或参与与公司有竞争关系的任何业务实体的所有权、管理、运营或控制，或以其他方式承担与本协议条款不一致的任何义务，但董事可以继续在本协议签订日期存在的董事当前关联关系或其他现有关系(统称“当前关联关系”)。在到期日之后的一(1)年内，董事不得受雇于、经营或管理与公司有竞争关系的任何业务实体。本协议受有关董事与当前合作伙伴关系的现行条款和协议的约束，本协议中的任何内容均不打算或将被解释为抑制或限制董事对当前合作伙伴的任何义务。董事声明本协议中的任何内容均不与董事对当前附属公司的义务相冲突。就本条第四条而言，只有当一个经营实体所从事的业务与本公司的天然产品和成分业务实质上相似时，该经营实体才应被视为“与本公司具有竞争能力”。
B. Noninterference with Business. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer, or supplier of the Company to terminate or breach his or her employment, contractual or other relationship with the Company.
B.不干涉业务。在本协议有效期内以及到期日后一(1)年内，董事同意不以任何方式干预公司业务。举例说明但不限于此，董事同意不招揽或诱使公司的任何员工、独立承包商、客户或供应商终止或违反其与公司的雇佣、合同或其他关系。
C. Mutual Non-Disparagement. Director and the Company mutually agree to forbear from making, causing to be made, publishing, ratifying, or endorsing any and all disparaging remarks, derogatory statements or comments made to any party with respect to either of them. Further, the parties hereto agree to forbear from making any public or non-confidential statement with respect to any claim or complain against either party without the mutual consent of each of them, to be given in advance of any such statement.
C.互不诋毁。董事和公司共同同意，不对任何一方就其中任何一方发表、导致他人发表、批准或赞同任何和所有贬损性言论、贬损性声明或评论。此外，在此协议下，双方同意不对任何一方的任何索赔或投诉作出任何公开或非保密的声明，除非双方在任何该等声明之前达成一致。
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V. TERM AND TERMINATION
A. Term. This Agreement is effective on the Effective Date and will continue for one year. In the absence of any agreement in writing to the contrary, this Agreement shall continue to renew for successive one (1) year terms on each anniversary of the Effective Date. Upon each annual renewal, and in the absence of a written agreement to the contrary:
本协议自生效日起生效，有效期为一年。在没有任何相反的书面协议的情况下，本协议应在生效日的每一年继续延长一(1)年的期限。每年续约时，如无书面相反协议，则:
| 1. | The Director shall receive an additional grant of stock options (a “Renewal Grant”). The dollar value, vesting, and other terms of the options included in each Renewal Grant shall be under as set forth in Section II(C), above, (and, if applicable, Section II(D), above, for Committee Grants) except that the number of options granted shall be determined with reference to the volume weighted average price for the Company’s Ordinary Shares during the thirty (30) trading days preceding the annual renewal date; and |
董事应获得股票期权的额外授予(“续期授予”)。每份续期授予权中包含的期权的美元价值、授予权和其他条款应符合上文第II(C)节的规定(以及，如适用，上文第II(D)节的委员会授予权)，但授予的期权数量应参照年度续期日前三十(30)个交易日内本公司普通股的成交量加权平均价确定;而且
| 2. | The Director shall continue to receive the monthly stipend as set forth in Section II(B), above, and shall continue to be reimbursed for expenses as set forth in Section II(A), above. |
董事应继续领取上文第II(B)条所述的每月津贴，并应继续报销上文第II(A)条所述的费用。
B. Termination. This Agreement, and the Director’s service as a member of the Board, shall terminate:
其协议以及董事作为董事会成员的服务将终止:
| 1. |
at any time upon thirty (30) days prior written notice by the Director of his resignation; 在署长发出辞职书面通知前三十(30)天内的任何时候; |
| 2. |
upon the close of any shareholder’s meeting for the election of directors, if the Director is not re-elected to the Board by the Company’s shareholders at such meeting; 在董事选举股东大会结束时，如董事在该等股东大会上未被公司股东再次选举为董事; |
| 3. |
upon removal of the Director by Ordinary Resolution as provided in the Articles; 在按照章程规定通过普通决议免职董事时; |
| 4. |
automatically if, at any time, the Director becomes disqualified under the terms of the Articles; or 如果董事在任何时候根据本章程的条款丧失资格，则自动丧失资格;或 |
| 5. |
upon a determination by a majority of the Board (not including the Director), that: 经董事会多数成员(不包括董事)决定: |
| ● |
the Director has committed a breach a of any of Director’s obligations under this Agreement; 董事违反了其在本协议项下的任何义务; |
| ● |
the Director is or has become prohibited by any law, regulation, or rule applicable to the Company from serving as a member of the Board;
任何适用于本公司的法律、法规或规则禁止董事 不再担任董事会成员; |
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| ● |
the Director has become unable to perform his duties under this Agreement due to health reasons, disability, or being of unsound mind, unless the Company can accommodate the Director’s health impairment or disability without the Company incurring undue hardship; |
董事因健康原因无法履行其在本协议项下的职责，残疾，或精神不健全，除非公司能照顾 董事的健康，在公司未遭受不当困难的情况下发生损害或残疾;
| ● |
the Director is guilty of any serious misconduct or serious neglect in the discharge of the Director’s duties hereunder; |
董事在履行其职责时，犯了任何严重不当行为或严重疏忽的罪行 职责如下;
| ● |
the Director’s actions or omissions bring the name or reputation of the Company, or any of Company’s affiliates, subsidiaries, or parent (each a “Group Member”) into serious disrepute or prejudices the business interests of the Company or any Group Member; or |
董事的作为或不作为带来公司的名称或声誉，或任何 公司的附属公司、子公司或母公司(各称为“集团成员”)名誉严重受损 或歧视本公司或任何集团成员的商业利益;或
| ● |
the Director is charged or convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Director’s position as a director (bearing in mind the nature of the duties in which the Director is engaged and the capacities in which the Director is engaged). |
董事被控犯任何刑事罪行或被判罪名成立，但不包括在董事会的合理意见，不影响董事 作为董事的地位（注意董事所从事的职务的性质，以及董事所具有的能力)。
C. Survival. The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
第三条和第四条所载的权利和义务在本协议终止或期满后仍然有效。
VI. MISCELLANEOUS
A. Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.
任务：除非本协议明确允许，未经另一方事先书面同意，任何一方不得转让、委托或以其他方式转让其在本协议项下的任何权利或义务。在不违反上述规定的情况下，本协议对协议双方及其各自的继承人、法定代表、继承人和受让人具有约束力并符合其利益。
B. No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
没有弃权：任何一方未能坚持严格遵守和履行本协议的条款不应被视为对本协议项下其他义务的放弃，也不应被视为对相同条款的未来或继续放弃。
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C. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.
通知：本协议要求或允许的任何通知均应采用书面形式，并应按以下方式递送，并将通知视为已递送:(i)在亲自递送时通过亲自递送;(ii)在书面核实收到后，通过隔夜快递;(iii)在确认收到电子传送后，以传真传送;或(iv)以挂号信或挂号信方式邮寄，并在确认收到后要求回执。通知应发送到下列地址或任何一方书面指定的其他地址。
To the Company:
Mr. Wang Xin , CEO
88 Tongda Road, Touqiao Town
Guangling District, Yangzhou, 225000
People’s Republic of China
To Director:
Ms. Zhao Huijuan
[Address Omitted]
Governing Law. This Agreement shall be governed in all respects by the laws of the Cayman Islands, without regard to conflicts of law principles thereof.
适用法律：本协议应在所有方面受开曼群岛法律管辖，不考虑其法律原则的冲突
D. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
可分割性：如果本协议的任何条款被法院裁定为非法、无效或不可执行，则本协议其余条款的合法性、有效性和可执行性不应因此受到影响或损害。
E. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company
整个协议：本协议构成双方就该主题事项达成的完整协议，并取代此前或同时就该主题事项达成的所有口头或书面协议。本协议的条款将适用于董事为公司提供的所有董事服务
F. Amendments. This Agreement may only be amended, modified, or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented, or interpreted by any course of dealing or practices.
修正案：本协议只能通过公司和董事签署的协议进行修订、修改或变更。本协议所载条款不得通过任何交易或实践过程加以修改、补充或解释。
G. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
同行。本协议可签署为两份副本，每一份副本均应被视为原件，但所有副本合起来应构成同一份文件。
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
兹此证明，双方已于上述首写日期签署本协议。
| Company: | ||||
| By: | /s/ Yongjun Liu | |||
| Yongjun Liu | ||||
| Chairman | ||||
| Independent Director: | ||
| /s/ Huijuan Zhao | ||
| Huijuan Zhao |
Exhibit 99.1
Meihua International Medical Technologies Co., Ltd. Appoints
New CEO, CFO and Directors
YANGZHOU, China, Dec. 5, 2022 /PRNewswire/ -- Meihua International Medical Technologies Co., Ltd. (“MHUA” or the “Company”) (NASDAQ: MHUA), a reputable manufacturer and provider of Class I, II and III disposable medical devices with operating subsidiaries in China, today announced the appointments of Mr. Xin Wang as Chief Executive Officer and director, Mr. Lianzhang Zhao as Chief Financial Officer and Ms. Huijuan Zhao as independent board member, member of the compensation committee and audit committee, and chair of the nominating committee, effective as of December 1st, 2022, to fill the vacancies arising from the voluntary resignations of Mr. Yulin Wang as CEO, interim CFO and director of the Company due to the expiration of his employment contract, and Mr. Xu Han as independent board member, member of the compensation committee and audit committee, and chair of the nominating committee, who resigned for personal reasons.
Prior to joining MHUA, from 2021 until 2022, Mr. Xin Wang was CEO of the Jiangsu Yada Technology Group Co., Ltd., a PRC company that develops distributes medical devices. In addition, Mr. Wang served as Vice General Manager of Shanghai New Asia (Group) Co., Ltd., a pharmaceutical company, where he led production management, market expansion, research and development of proprietary Chinese traditional medicines from 2020 to 2021. From 2018 to 2020, Mr. Wang held a key position at Panda Group, Inc., a franchise restaurant corporation based in California, where he was in charge of large commercial projects related to expanding its business operations and upgrading its brand strategy in the US market. In addition, Mr. Wang worked as a financial analyst at Morgan Stanley and as area manager at Citibank, N.A., thus providing him insight into global investment banking and US financial markets. Mr. Wang obtained his bachelor’s degree from the University of California Santa Barbara, where he double majored in Financial Mathematics & Statistics Analysis and Computer Science. He also obtained his master’s degree in Actuarial Science in 2012 from UC Santa Barbara.
Prior to his appointment at MHUA, Mr. Lianzhang Zhao was Senior Partner at Yangzhou Hanrui Accounting Firm from 2013 to 2022. Prior to that, from 2000 to 2013, Mr. Zhao served as the chief financial officer of Yangzhou Guolian Garment Factory Co., which is a Sino-US joint venture company in China. Mr. Zhao is a certified public accountant (CPA) in China, allowing him to draw on his diverse financial accounting experience across multiple international markets to support MHUA’s financial reporting matters. Mr. Zhao holds bachelor’s degree in Financial Accounting and Economic Management in 1990 from Yangzhou University.
Ms. Huijuan Zhao served as a member of the management team at Ping’An Bank, where she oversaw services for high net wealth clients and risk control practices from 2019 to 2022. In her prior role as head of marketing and risk control operations at two Jiangsu-based privately owned businesses operating in business and financial service sectors from 2013 to 2019, Ms. Zhao helped build out market expansion and risk control protocols and playbook and played critical supervisory and coaching roles to the growth and expansion of both businesses. She holds a bachelor’s degree in Financial English from Suzhou University, which she received in 2012. Ms. Zhao, our independent director, and Mr. Zhao, our CFO, are not related.
Mr. Yongjun Liu, Chairman of the Company, commented: “We are delighted to welcome Xin, Lianzhang and Huijuan to the Company, all stalwarts in their respective expertise. They are experienced leaders with excellent track records and international background. Their leadership and market insights will help MHUA continue to grow and scale in domestic and international markets, with the goal of achieving strategic transformation of MHUA.”
About Meihua International Medical Technologies Co., Ltd.
Meihua International Medical Technologies is a reputable manufacturer and provider of Class I, II, and III disposable medical devices with operating subsidiaries in China. The Company manufactures and sells Class I disposable medical devices, such as eye drop bottles, medicine bottles and anal bags, and Class II and III disposable medical devices, such as identification tape, gynecological examination kits, inspection kits, surgical kits, medical brushes, medical dressing, masks, disposable infusion pumps, electronic pumps and puncture kits, which products are sold under its own brands and also sourced and distributed from other manufacturers. The Company has received international “CE” certification and ISO 13485 system certification and has also registered with the FDA (registration number: 3006554788) for more than 20 products. The Company has served hospitals, pharmacies, medical institutions and medical equipment companies for over 30 years, providing more than 800 types of products for domestic sales, as well as 120 products which are exported to more than 30 countries internationally across Europe, North America, South America, Asia, Africa and Oceania. For more information, please visit www.meihuamed.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development and plans of future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Janice Wang
WFS Investor Relations
Phone:
+86 13811768599
+1 628 283 9214
Email: services@wealthfsllc.com