SEII 8-K
Sharing Economy International Inc. (SEII)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
(Address of principal executive offices) (Zip Code)
(
Registrant’s telephone number, including area code
____________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On August 11, 2026, Sharing Economy International Inc., a Nevada corporation (the “Company”) consummated the transaction under that certain Non-Employee Director Agreement (the “Non-Employee Director Agreement”), dated August 10, 2026, with Ximing Huang, the Company’s Chairman of the Board of Directors and Chief Executive Officer. Under the terms and conditions of the Non-Employee Director Agreement, Mr. Huang agreed to serve as the Company’s Chairman of the Board of Directors for a term of three years. As consideration for entering into the Non-Employee Director Agreement, the Company issued to Mr. Huang one share of Series B Preferred Stock, the voting power of which is equal to 51% of the voting power of all issued and outstanding shares of common stock of the Company. Each share of Series B Preferred Stock is convertible into one share of common stock. The holders of shares of Series B Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure of Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. On August 11, 2026, the Company offered and sold the one share of Series B Preferred Stock to Mr. Huang in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act in a non-public offering.
Item 3.03 Material Modification to Rights of Security Holders
The disclosure of Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Risks Factors Related to Our Capital Structure
The structure of our capital stock as contained in our Articles of Incorporation, as amended, has the effect of concentrating voting control with Ximing Huang, our Chairman of the Board of Directors and Chief Executive Officer, limiting your ability to influence corporate matters.
Our Series B Preferred Stock entitles its holder to a number of votes that is equal to 51% of the issued and outstanding shares of our common stock, which has one vote per share. Our Chairman of the Board of Directors and Chief Executive Officer, Ximing Huang, owns the sole outstanding share of our Series B Preferred Stock. Mr. Huang currently beneficially owns 4,103,939,641 shares of common stock of the Company, representing approximately 65.6% of the Company’s issued and outstanding shares of common stock, based on 6,248,548,045 shares of common stock issued and outstanding as of August 2, 2026, as reported on Current Report on Form 8-K of the Issuer, filed with the Securities and Exchange Commission on August 2, 2026. Mr. Huang will retain greater than 50% of the voting power even if he reduces, potentially significantly, his economic interest in shares of our common stock. Therefore, Mr. Huang will control our management and affairs and all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of us or our assets, for the foreseeable future. Each share of Series B Preferred Stock is convertible into one share of common stock, at the election of the holder of the Series B Preferred Stock.
So long as Mr. Huang holds his one share of Series B Preferred Stock, he will have voting control of us. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of our common stock could be adversely affected.
As a member of our board of directors, Mr. Huang owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Huang is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.
| 2 |
Ximing Huang, will continue to own a significant percentage of our common stock and the only issued share of our Series B Preferred Stock, which vests in Mr. Huang the ability to exert significant control over matters subject to stockholder approval.
Ximing Huang, our Chairman of the Board of Directors and Chief Executive Officer, currently beneficially owns 4,103,939,641 shares of common stock and one share of Series B Preferred Stock, all of which provides with him with 83.1% of the voting power of our voting stock. Therefore, Mr. Huang has the ability to control us through voting of both his common stock and his Series B Preferred Stock, or through just either his common stock or Series B Preferred Stock alone. Even if Mr. Huang sells all of his common stock, he will still have voting control over all stockholder matters by virtue of holding his one share of Series B Preferred Stock. For example, he will be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. Mr. Huang’s interests may not always coincide with our corporate interests or the interests of other stockholders, and he may act in a manner with which you may not agree or that may not be in the best interests of our other stockholders. So long as Mr. Huang’s sole share of Series B Preferred Stock or a significant amount of our equity is held by Mr. Huang, he will continue to be able to effectively control our decisions.
The structure of our capital stock, involving Series B Preferred Stock, may adversely affect the trading market for our securities.
Certain stock index providers, such as S&P Dow Jones, Russell 2000, S&P 500, S&P MidCap 400 and S&P SmallCap 600 exclude companies with multiple classes of capital stock from being added to certain stock indices. In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the multiple class structure of our capital stock may prevent the inclusion of our common stock in such indices, may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our common stock. Any exclusion from stock indices could result in a less active trading market for our securities. Any actions or publications by stockholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our securities.
Ximing Huang has voting control over the Series B Preferred Stock and is, therefore, able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
Currently, Mr. Huang beneficially owns approximately 65.5% of our outstanding common stock and 100% of our Series B preferred stock, which has voting power equal to 51% of our issued and outstanding shares of common stock. Mr. Huang will presently has approximately 83.1% of the voting power of our outstanding capital stock. As a result, Mr. Huang has substantial voting power in all matters submitted to our stockholders for approval, including, but not limited to:
| ● | Election of our board of directors; |
| ● | Removal of any of our directors or officers; |
| ● | Amendment of our Articles of Incorporation or Bylaws; |
| ● | Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. |
As a result of his ownership and position, Mr. Huang is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Mr. Huang’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
| 3 |
Anti-Takeover Provisions
Articles of Incorporation and Bylaws
Because our stockholders do not have cumulative voting rights, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at a meeting of the stockholders and entitled to vote on the election of directors, subject to Series B preferred stock voting rights. A special meeting of stockholders may be called by our Chairman of the Board, President or by two directors.
The foregoing provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.
These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 11, 2026, the Company amended its Articles of Incorporation by designating one share of its blank check preferred stock as “Series B Preferred Stock” by filing a Certificate of Designation with the Secretary of State of Nevada, which established the existence of the Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into one share of common stock. The holders of shares of Series B Preferred Stock have no dividend rights except as may be declared by our board of directors in its sole and absolute discretion, out of funds legally available for that purpose. In the event of any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of common stock.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit |
| Description |
| Certificate of Designation for Series B Preferred Stock, dated August 11, 2026. | |
| Non-Employee Director Agreement, dated August 10, 2026, by and between the Issuer and Ximing Huang. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 4 |
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.
| SHARING ECONOMY INTERNATIONAL INC. |
| |
|
|
| |
Date: August 17, 2026 | By: | /s/ Ximing Huang |
|
| Name: | Ximing Huang |
|
| Title: | Chief Executive Officer (principal executive officer) |
|
| 5 |
EXHIBIT 3.1
CERTIFICATE OF DESIGNATION
OF
SHARING ECONOMY INTERNATIONAL, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
SERIES B PREFERRED STOCK
On behalf of Sharing Economy International, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the fifty million (50,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by Article III of the Articles of Incorporation (“Preferred Stock”), a series of Series B Preferred Stock, consisting of one (1) share, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series B Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as “Series B Preferred Stock.” The number of shares constituting the Series B Preferred Stock shall be one (1) share. The Series B Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.
2. Dividends. The holders of shares of Series B Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock.
(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Certificate of Designation.
4. Voting. The holders of Series B Preferred Stock shall have the rights as described in this Section 4 or as required by law. For so long as any shares of the Series B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one (51%) percent of the total vote. By way of illustration, if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series B Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,410 shares, out of a total number of 20,410 shares voting. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes (i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total common shares outstanding, (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series B Preferred Stock, if any, (d) the voting rights attributable to the Series B Preferred Stock, as described herein, whether such Series B Preferred Stock shares are voted or not, and € an (c) any other securities and instruments of the Corporation.
5. Optional Conversion of Series B Preferred Stock. The holders of Series B Preferred Stock shall have conversion rights as follows:
(a) Conversion Right. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof and without the payment of additional consideration by the holder thereof, at any time, into shares of Common Stock on the Optional Conversion Date (as hereinafter defined) at a conversion rate of one (I) share of Common Stock (the “Conversion Rate”) for every one (1) share of Series B Preferred Stock, subject to adjustment as provided in Section 5 of this Designation.
(b) Mechanics of Optional Conversion. To effect the optional conversion of shares of Series B Preferred Stock in accordance with Section 5(a) of this Designation, any holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, the Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such holder at such holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each holder of the Series B Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and deliver to such holder, or its nominee, at such holder’s address as it appears on the records of the stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.
| 2 |
(c) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Preferred Stock. In lieu of any fractional share to which the holder would be entitled but for the provisions of this Section 5( c) based on the number of shares of Series B Preferred Stock held by such holder, the Corporation shall issue a number of shares to such holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any holder of Series B Preferred Stock by the Corporation upon conversion of Series C Preferred Convertible Stock by such holder.
(d) Reservation of Stock. The Corporation shall at all times when any shares of Series B Preferred Convertible Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
(e) Stock Dividends, Splits, Combinations and Reclassifications. If the Corporation at any time on or after the date of this Certificate of Designation subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the applicable Conversion Rate and other share based metrics in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock issuable will be proportionately increased. If the Corporation at any time on or after the date of this Certificate of Designation combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the applicable Conversion Rate and other share based metrics in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock will be proportionately decreased. Any adjustment under this Section will become effective at the close of business on the date the subdivision or combination becomes effective.
(f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 5 of this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Series B Preferred Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received upon the conversion of the Series B Preferred Stock.
| 3 |
(g) Issue Taxes. The converting holder shall pay any and all issue and other non- income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series B Preferred Stock.
6. No Preemptive Rights. No holder of the Series B Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.
7. Vote to Change the Terms of or Issue Preferred Stock. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the majority holders (in addition to any other corporate approvals then required to effect such action), shall be required for any change to this Certificate of Designation or the Company’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series B Preferred Stock.
8. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B Preferred Stock into Common Stock.
9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series B Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
| 4 |
IN WITNESS WHEREOF the undersigned has signed this Designation this 10th day of August, 2026
| SHARING ECONOMY INTERNATIONAL INC. | ||
| By: |
| |
|
| Name: Ximing Huang | |
| Title: Chief Executive Officer | ||
| 5 |
EXHIBIT 10.1
NON-EMPLOYEE DIRECTOR AGREEMENT
This Non-Employee Director Agreement (the “Agreement”) is made and entered into as of August 10, 2026 (the “Effective Date”), by and between Sharing Economy International Inc., a Nevada corporation (the “Company”), with its principal place of business at 39205 Country Club Drive, Suite C20, Farmington Hills, Michigan 48221, and Ximing Huang (the “Independent Contractor”), an individual residing in the State of Michigan.
1. Engagement of Services. The Independent Contractor agrees to serve as the Company’s Chairman of the Board of Directors, and perform the duties of a Chairman of the Board of Directors and member of the board of directors under the Nevada Revised Statutes (collectively, the “Services”). The Independent Contractor will perform Services faithfully, diligently, and to the best of the Independent Contractor’s skill and ability.
2. Compensation; Reimbursement of Costs and Expenses.
(a) In consideration of the Independent Contractor’s agreement to enter into this Agreement, the Company shall issue to the Independent Contractor one (1) share (the “Share”) of Series B Preferred Stock of the Company, which shall be fully-paid and non-assessable, with full consideration having been paid, upon issuance.
(b) If the Independent Contractor does not complete the term of his appointment under this Agreement, Independent Contractor shall forfeit, return and transfer the Share to the Company. Independent Contractor appoints the Company as attorney-in-fact to effect such transfer of the Share being transferred to the Company in the event that the Independent Contractor does not complete the term of his appointment under this Agreement.
(c) The Company will also reimburse the Independent Contractor for reasonable travel and other incidental expenses incurred by Independent Contractor in performing the Services, provided the Company has agrees in advance to reimburse such costs, and the Independent Contractor has provided the Company with such receipts or other relevant documentation as the Company may require for such reimbursement.
3. Independent Contractor. The Independent Contractor is an independent contractor and not an employee of the Company. The Independent Contractor is not eligible for any employee benefits. The Company will not make tax deductions from any amounts payable to Independent Contractor; taxes on such payments shall be the sole responsibility of Independent Contractor.
4. Nonsolicitation.
(a) During the term of this Agreement and for two (2) years after its termination, the Independent Contractor will not personally or through others (i) recruit, solicit, or attempt to induce any employee or contractor of the Company to terminate his or her employment or contractual relationship with the Company, or (ii) solicit in direct competition with the Company the business of any client or customer of the Company.
(b) During the term of this Agreement and for one (1) year after its termination, Independent Contractor will not, without the prior consent of the Company, engage in any business activity which directly competes with any business then being conducted or planned by the Company of which the Independent Contractor has become aware in the course of providing Services; the foregoing shall not have the effect of preventing Independent Contractor from engaging in any academic research, teaching or related activity.
(c) If any restriction set forth in Sections 4(a) and 4(b) above is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities, and geographic area as to which it is enforceable.
5. Company’s Proprietary Rights and Nondisclosure. In providing Services, the Independent Contractor will be exposed to, have access to, and be engaged in the development of information (including all tangible and intangible manifestations) relating to inventions, patents, copyrights, trademarks, trade secrets, technology, strategic sales/marketing plans, and business of the Company, and accordingly agrees as follows:
(a) The term “Proprietary Information” shall mean all inventions, works of authorship, trade secrets, business plans, confidential knowledge, data, or any other proprietary information of the Company. By way of illustration but not limitation, “Proprietary Information” includes, without limitation, (a) inventions, ideas, samples, designs, applications, drawings, methods or processes, formulas, trade secrets, data, source and object codes, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products and service offerings, marketing and selling, forecasts, business plans, budgets and unpublished financial statements, licenses, sales, pricing, profits and costs, distribution arrangements, suppliers and customers, marketing, customer and partner strategies, business development plans, customer and partner lists; and information regarding the skills and compensation of employees of the Company and the Company’s internal organization.
(b) The Independent Contractor agrees promptly to disclose in writing and hereby assigns to the Company the Independent Contractor’s entire right, title and interest in and to any and all inventions and proprietary information (and all proprietary rights with respect thereto) or any other copyrightable or patentable work, made, conceived, or reduced to practice by Independent Contractor, either alone or jointly with others, in the course of performing Services, without any obligation of the Company to pay royalty or any other consideration. The Independent Contractor agrees that all such inventions and proprietary information are the sole property of the Company and will, at the Company’s request, promptly execute a written assignment to the Company of title to any such inventions and proprietary information relating to it and will preserve any such information as part of the proprietary Information of the Company. The Independent Contractor will keep in confidence and trust all Proprietary Information and shall not reproduce, use, or disclose any Proprietary Information or anything related to such information without the prior written consent of the Company, except as required in performing Services. All Proprietary Information, whether presently existing or developed in the future, shall be the sole property of the Company and its assigns. In addition, the Company and its assigns shall be the sole owner of all intellectual property and other rights in connection with such Proprietary Information.
| 2 |
(c) The provisions of this Agreement are subject to the understanding that the Independent Contractor is affiliated with, employed by, and/or consulting with other institution(s) or entity(ies) and must fulfill certain obligations to the Institutions pursuant to the Institutions’ guidelines or policies. If the Independent Contractor is required to disclose Proprietary Information to the Institution pursuant to applicable guidelines or policies, and such information falls within the Company’s direct focus or interest, then the Independent Contractor shall promptly notify the Company in writing.
(d) The Independent Contractor will submit to the Company any proposed publication which contains any discussion relating to the Company, the Services, or Proprietary Information. Independent Contractor agrees not to publish or otherwise disclose any such proposed publication without the prior written consent of the Company, which consent shall not be unreasonably withheld. Any such consent shall be given within thirty (30) days of receipt of the proposed publication. The Independent Contractor is free to publish any information that does not relate to the Company or the Services and that does not disclose Proprietary Information.
(e) In the event the Company is unable, after reasonable effort, to secure Independent Contractor’s signature on any document needed to apply for or prosecute any patent, copyright, or other right or protection relating to an invention subject to assignment to the Company, the Independent Contractor hereby designates and appoints the Company and its duly authorized officers and agents as Independent Contractor’s agent and attorney-in-fact, to act for and on the Independent Contractor’s behalf to execute, verify and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, and other rights and protections thereon with the same legal force and effect as if executed by the Independent Contractor. Such appointment shall be irrevocable and coupled with an interest.
6. Nondisclosure of Third-Party Information. The Independent Contractor understands that the Company has received and will receive from third parties information that is confidential or proprietary and subject to restrictions on the Company’s use and disclosure (“Third-Party Information”). The Independent Contractor will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information, except as permitted by agreement between the Company and the relevant third party, unless expressly authorized in writing to act otherwise by an officer of the Company.
7. Obligation To Keep Company Informed. The Independent Contractor shall promptly disclose to the Company, or any persons designated by it, any and all proprietary information, whether or not patentable, of which the Independent Contractor becomes aware that relates to Proprietary Information of the Company; however, Independent Contractor shall not be obligated to disclose information received by Independent Contractor from others under a contractual obligation of confidentiality.
| 3 |
8. Prior Inventions. Inventions that the Independent Contractor made prior to the Effective Date are excluded from the scope of this Agreement. For the avoidance of doubt, the Independent Contractor should be prepared to demonstrate, if asked, that such inventions have been documented prior to the Independent Contractor signing this agreement.
9. No Conflicting Obligation. The Independent Contractor represents that the Independent Contractor’s performance of the Services does not and will not breach or conflict with any agreement to which the Independent Contractor is or later becomes a party. The Independent Contractor has not entered into, and agrees not to enter into during the term of this Agreement any agreement, written or oral, in conflict with this Agreement.
10. No Improper Use of Materials. The Independent Contractor agrees not to bring to the Company or to use in the performance of Services any materials or documents obtained from a present or former employer of the Independent Contractor, the Independent Contractor’s employees, or any other person with whom the Independent Contractor has entered into a confidentiality agreement, unless such materials or documents are generally available to the public or the Independent Contractor has authorization for the possession and unrestricted use of such materials. In providing the Services, the Independent Contractor agrees not to breach any obligation of confidentiality that the Independent Contractor has undertaken with the Company or with a third party.
11. Term and Termination. Unless previously terminated or extended, this Agreement will terminate three (3) years from the Effective Date. The Company or Independent Contractor may also terminate this Agreement upon thirty (30) days written notice to the other. The Company may terminate this Agreement immediately upon written notice by the Company to the Independent Contractor in the event of Independent Contractor’s material breach of this agreement or any misconduct by Independent Contractor that could have an adverse effect on the business of the Company. Any determination of such breach or misconduct as used herein shall be made in the Company’s sole discretion. The obligations set forth in Sections 4, 5, and 6 survive any termination of this Agreement. Upon termination of this Agreement, the Independent Contractor will promptly deliver to the Company all documents and other materials of any nature pertaining to the Services, together with all documents and other items containing or pertaining to any Proprietary Information. The Independent Contractor shall not retain copies of any such documents or other materials after termination of this Agreement.
12. Legal and Equitable Remedies. Because the Independent Contractor’s services are personal and unique and because the Independent Contractor may have access to and become acquainted with Proprietary Information, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement, without bond.
13. General Terms. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and administrators, and permitted assigns. Because the nature of the Services is personal, any attempted assignment of Independent Contractor’s rights or delegation of Independent Contractor’s obligations will be void without the prior written consent of the Company. This Agreement is governed by the laws of the State of Nevada, excluding conflicts of laws principles. If any provision of this Agreement is found by a proper authority to be unenforceable, then that provision shall be severed, and the remainder of this Agreement will continue in full force and effect. This Agreement and its Exhibits constitute the parties’ final, exclusive, and complete understanding and agreement with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements relating to its subject matter. Any waiver, modification, or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery, or sent by regular mail, postage prepaid, three (3) days after the date of mailing. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
| 4 |
The parties hereto have executed this Non-Employee Director Agreement as of the Effective Date.
| SHARING ECONOMY INTERNATIONAL INC. |
|
|
|
| |
|
|
|
|
|
|
|
| By: | /s/ Johnny Chen |
| By: | /s/ Ximing Huang |
|
| Name: | Johnny Chen |
|
| Ximing Huang |
|
| Title: | Chief Financial Officer |
|
|
|
|
| 5 |