8-K
Jingbo Technology, Inc. (SVMB)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2025
JingboTechnology, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56570 | 47-3240707 |
|---|---|---|
| (State<br> or other<br><br> <br>jurisdiction<br> of incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| Floor 1 to 6, No. 1 to 10, Chuangyi Road Yinhu Village, Shoujiang Town Fuyang District, China. | 310000 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: +86-4009260345
N/A
(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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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. ☐
Item5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignationof Guowei Zhang
On November 10, 2025, Mr. Guowei ZHANG, Chief Executive Officer and Chief Financial Officer of Jingbo Technology Inc. (the “Company”), a member of the board of directors (the “Board”) and the chairman of the Board, tendered his resignation from Chief Executive Officer and Chief Financial Officer, effective immediately. Mr. Zhang’s resignation was not due to any disagreement with the Company, the Board or the management of the Company on any matter relating to the Company’s operations, policies, practices or otherwise. Mr. Zhang will remain as a director of the Board and the chairman of the Board.
Appointmentof Mr. Ben Liu and Mr. Qiang Chen
On November 10, 2025, the Board appointed Mr. Ben LIU as new Chief Executive Officer and Mr. Qiang CHEN as new Chief Financial Officer, effective as of that date.
Mr. Liu has more than 15 years of managing experience. He joined the Company after serving as the General Manager of Hangzhou Zhilv Qingyang Tourism Technology Co., Ltd. from September 2024 to October 2025, where he oversaw daily operations and management, and led various departments in executing the company’s strategic plans and business objectives. From July 2020 to July 2022, he served as the General Manager of Hangzhou Renyigou E-commerce Co., Ltd., directing e-commerce platform operations, formulating sales and marketing strategies, managing teams, and optimizing supply chain and customer relationships. From June 2018 to July 2020, he was the Marketing Director of Hangzhou Zhuyi Technology Co., Ltd., responsible for developing marketing strategies, driving market promotion and brand-building initiatives, leading teams, and contributing to significant sales growth. He earned his bachelor’s degree from Zhejiang University of Science and Technology in June 2007 and has been pursuing a Financial EMBA at Fudan University since September 2024.
Mr. Chen joined the Company after serving as the Chief Financial Officer of Hangzhou Zhilv Qingyang Tourism Technology Co., Ltd. from March 2025 to October 2025, where he was responsible for financial strategy development, budget management, capital allocation, tax planning, and supporting investment and financing decisions. From November 2015 to February 2025, he was the Chairman of Qianhai Asia Times (Shenzhen) International Financial Services Co., Ltd., overseeing strategic decision-making, supervision of execution, and the management of major corporate matters. He obtained his bachelor’s degree from Suzhou University in July 1993.
In connection with such appointments, the Company shall enter into an employment agreement with Mr. Liu and Mr. Chen, respectively. Pursuant to the employment agreement with Mr. Liu, Mr. Liu will be entitled to receive from the Company an annual cash fee of $25,360, to be paid in monthly installments, for his services as Chief Executive Officer. Pursuant to the employment agreement with Mr. Chen, Mr. Chen will be entitled to receive from the Company an annual cash fee of $16,907, to be paid in monthly installments, for his services as Chief Financial Officer. The foregoing summary does not purport to be complete and is qualified in its entirety by the employment agreements filed as Exhibit 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025.
| Exhibit No. | Description |
|---|---|
| 10.1 | Employment<br> Agreement with Ben Liu dated November 10, 2025 |
| 10.2 | Employment Agreement with Qiang Chen dated November 10, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Jingbo<br> Technology, Inc. | ||
|---|---|---|
| Date:<br> November 14, 2025 | By: | /s/ Ben Liu |
| Ben<br> Liu, Chief Executive Officer |
| 3 |
| --- |
Exhibit10.1
EMPLOYMENTAGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [10th, November ], 2025 by and between Jingbo Technology, Inc. and Ben Liu, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
RECITALS
The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).
The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
| 1. | POSITION |
|---|
The Executive hereby accepts a position of [Chief Executive Officer (CEO)] of the Company (the “Employment”).
| 2. | TERM |
|---|
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be [3] years, commencing on [10^th^, November ], 2025 (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the [3]-year term, the Employment shall be automatically extended for successive [1]-year terms unless either party gives the other party hereto a [1 ]-month prior written notice to terminate the Employment prior to the expiration of such [1]-year term or unless terminated earlier pursuant to the terms of this Agreement.
| 3. | PROBATION |
|---|
No probationary period.
| 4. | DUTIES AND RESPONSIBILITIES |
|---|
The Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”) and/or the [Chief Executive of the Board ] of the Company.
The Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.
| 5. | NO BREACH OF CONTRACT |
|---|
The Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify the Company in writing prior to his/her obtaining a proposed interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any board or similar body which he/she may then serve if the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.
The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
| 6. | LOCATION |
|---|
The Executive will be based in [Hangzhou, the People’s Republic of China], until both parties hereto agree to change otherwise. The Executive acknowledges that he/she may be required to travel from time to time in the course of performing his/her duties for the Company.
| 7. | COMPENSATION AND BENEFITS |
|---|---|
| (a) | Compensation. The<br> Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the<br> Executive under applicable law) shall be provided by the Company in a separate schedule A attached herein (“Schedule A”)<br> or as specified in a separate agreement between the executive and the company’s designated subsidiary or affiliated entity,<br> subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation may<br> be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time. |
| --- | --- |
| (b) | Equity Incentives.<br> To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan<br> pursuant to the terms thereof. |
| (c) | Benefits. The Executive<br> is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the<br> Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday<br> plan. |
| 8. | TERMINATION OF THE AGREEMENT |
| --- | --- |
| (a) | By the Company.<br> The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Executive (1) commits any<br> serious or persistent breach or non-observance of the terms and conditions of your employment; (2) is convicted of a criminal offence<br> other than one which in the opinion of the Board does not affect the executive’s position as an employee of the Company, bearing<br> in mind the nature of your duties and the capacity in which the executive is employed; (3) willfully disobeys a lawful and reasonable<br> order; (4) misconducts himself/herself and such conduct being inconsistent with the due and faithful discharge of the Executive’s<br> material duties; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in his/her duties. The Company may terminate<br> the Employment without cause at any time with a [1]-month prior written notice to the Executive or by payment of [1] months’<br> salary in lieu of notice. |
| --- | --- |
| (b) | By the Executive.<br> The Executive may terminate the Employment at any time with a [1 ]-month prior written notice to the Company or by payment of [1]<br> months’ salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation<br> or an alternative arrangement with respect to the Employment is approved by the Board. |
| (c) | Notice of Termination.<br> Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from<br> the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied<br> upon in effecting the termination. |
| 9. | CONFIDENTIALITY AND NONDISCLOSURE |
| --- | --- |
| (a) | Confidentiality and<br> Non-disclosure. The Executive hereby agrees at all times during the term of his/her employment and after termination, to hold<br> in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation or other<br> entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential<br> Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers or<br> partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development<br> information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom<br> the Executive called or with whom the Executive became acquainted during the term of his/her employment), supplier lists and suppliers,<br> software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information,<br> personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors and<br> other persons with whom the Group does business, information regarding the skills and compensation of other employees of the Group<br> or other business information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their<br> clients, customers or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment,<br> if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential<br> Information shall not include information that is generally available and known to the public through no fault of the Executive. |
| --- | --- |
| (b) | Company Property.<br> The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or<br> transmitted in connection with his/her work or using the facilities of the Group are property of the Group and subject to inspection<br> by the Group, at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested<br> by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his/her<br> work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the<br> Executive have, following his/her termination, in his/her possession any property of the Group, or any documents or materials or<br> copies thereof containing any Confidential Information. |
| (c) | Former Employer Information.<br> The Executive agrees that he has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary<br> information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to<br> keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Group any document or confidential<br> or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer,<br> person or entity. The Executive will indemnify the Group and hold it harmless from and against all claims, liabilities, damages and<br> expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the<br> foregoing. |
| (d) | Third Party Information.<br> The Executive recognizes that the Group may have received, and in the future may receive, from third parties their confidential or<br> proprietary information subject to a duty on the Group’s part to maintain the confidentiality of such information and to use<br> it only for certain limited purposes. The Executive agrees that the Executive owes the Group and such third parties, during the Executive’s<br> employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence<br> and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by,<br> the Group’s agreement with such third party. |
| --- | --- |
This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.
| 10. | WITHHOLDING TAXES |
|---|
Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
| 11. | NOTIFICATION OF NEW EMPLOYER |
|---|
In the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to his/her new employer about his/her rights and obligations under this Agreement.
| 12. | ASSIGNMENT |
|---|
This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
| 13. | SEVERABILITY |
|---|
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
| 14. | ENTIRE AGREEMENT |
|---|
This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.
| 15. | REPRESENTATIONS |
|---|
The Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his/her employment by the Company. The Executive has not entered into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 18. The Executive represents that the Executive will consult his/her own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions hereunder.
| 16. | GOVERNING LAW |
|---|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
| 17. | ARBITRATION |
|---|
Any dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration conducted in New York under the auspices of the Judicial Arbitration and Mediation Services, Inc. (the “JAMS”) in accordance with the rules of the United Nations Commission of International Trade Law (“UNCITRAL Rules”) in effect at the time of the arbitration. There shall be one arbitrator. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.
| 18. | AMENDMENT |
|---|
This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.
| 19. | WAIVER |
|---|
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
| 20. | NOTICES |
|---|
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.
| 21. | COUNTERPARTS |
|---|
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
| 22. | NO INTERPRETATION AGAINST DRAFTER |
|---|
Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has ample opportunity to do so.
[Remainderof this page has been intentionally left blank.]
IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| Jingbo Technology, Inc. | |
|---|---|
| By: | /s/<br> Guowei Zhang |
| Name: | Guowei Zhang |
| Title: | Chief Executive of the<br> Board |
Executive
| Signature: | /s/<br> Ben Liu |
|---|---|
| Name: | Ben Liu |
[SignaturePage to Employment Agreement]
Exhibit10.2
EMPLOYMENTAGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [10th, November ], 2025 by and between Jingbo Technology, Inc. and Qiang Chen, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
RECITALS
The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).
The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
| 1. | POSITION |
|---|
The Executive hereby accepts a position of [Chief Financial Officer (CFO)] of the Company (the “Employment”).
| 2. | TERM |
|---|
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be [3] years, commencing on [10^th^, November ], 2025 (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the [3]-year term, the Employment shall be automatically extended for successive [1]-year terms unless either party gives the other party hereto a [1 ]-month prior written notice to terminate the Employment prior to the expiration of such [1]-year term or unless terminated earlier pursuant to the terms of this Agreement.
| 3. | PROBATION |
|---|
No probationary period.
| 4. | DUTIES AND RESPONSIBILITIES |
|---|
The Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”) and/or the [Chief Executive Officer (CEO) ] of the Company.
The Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.
| 5. | NO BREACH OF CONTRACT |
|---|
The Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify the Company in writing prior to his/her obtaining a proposed interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any board or similar body which he/she may then serve if the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.
The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
| 6. | LOCATION |
|---|
The Executive will be based in [Hangzhou, the People’s Republic of China], until both parties hereto agree to change otherwise. The Executive acknowledges that he/she may be required to travel from time to time in the course of performing his/her duties for the Company.
| 7. | COMPENSATION AND BENEFITS |
|---|---|
| (a) | Compensation. The<br> Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the<br> Executive under applicable law) shall be provided by the Company in a separate schedule A attached herein (“Schedule A”)<br> or as specified in a separate agreement between the executive and the company’s designated subsidiary or affiliated entity,<br> subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation may<br> be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time. |
| --- | --- |
| (b) | Equity Incentives.<br> To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan<br> pursuant to the terms thereof. |
| (c) | Benefits. The Executive<br> is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the<br> Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday<br> plan. |
| 8. | TERMINATION OF THE AGREEMENT |
| --- | --- |
| (a) | By the Company.<br> The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Executive (1) commits any<br> serious or persistent breach or non-observance of the terms and conditions of your employment; (2) is convicted of a criminal offence<br> other than one which in the opinion of the Board does not affect the executive’s position as an employee of the Company, bearing<br> in mind the nature of your duties and the capacity in which the executive is employed; (3) willfully disobeys a lawful and reasonable<br> order; (4) misconducts himself/herself and such conduct being inconsistent with the due and faithful discharge of the Executive’s<br> material duties; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in his/her duties. The Company may terminate<br> the Employment without cause at any time with a [1]-month prior written notice to the Executive or by payment of [1] months’<br> salary in lieu of notice. |
| --- | --- |
| (b) | By the Executive.<br> The Executive may terminate the Employment at any time with a [1 ]-month prior written notice to the Company or by payment of [1]<br> months’ salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation<br> or an alternative arrangement with respect to the Employment is approved by the Board. |
| (c) | Notice of Termination.<br> Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from<br> the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied<br> upon in effecting the termination. |
| 9. | CONFIDENTIALITY AND NONDISCLOSURE |
| --- | --- |
| (a) | Confidentiality and<br> Non-disclosure. The Executive hereby agrees at all times during the term of his/her employment and after termination, to hold<br> in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation or other<br> entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential<br> Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers or<br> partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development<br> information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom<br> the Executive called or with whom the Executive became acquainted during the term of his/her employment), supplier lists and suppliers,<br> software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information,<br> personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors and<br> other persons with whom the Group does business, information regarding the skills and compensation of other employees of the Group<br> or other business information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their<br> clients, customers or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment,<br> if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential<br> Information shall not include information that is generally available and known to the public through no fault of the Executive. |
| --- | --- |
| (b) | Company Property.<br> The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or<br> transmitted in connection with his/her work or using the facilities of the Group are property of the Group and subject to inspection<br> by the Group, at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested<br> by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his/her<br> work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the<br> Executive have, following his/her termination, in his/her possession any property of the Group, or any documents or materials or<br> copies thereof containing any Confidential Information. |
| (c) | Former Employer Information.<br> The Executive agrees that he has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary<br> information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to<br> keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Group any document or confidential<br> or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer,<br> person or entity. The Executive will indemnify the Group and hold it harmless from and against all claims, liabilities, damages and<br> expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the<br> foregoing. |
| (d) | Third Party Information.<br> The Executive recognizes that the Group may have received, and in the future may receive, from third parties their confidential or<br> proprietary information subject to a duty on the Group’s part to maintain the confidentiality of such information and to use<br> it only for certain limited purposes. The Executive agrees that the Executive owes the Group and such third parties, during the Executive’s<br> employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence<br> and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by,<br> the Group’s agreement with such third party. |
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This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.
| 10. | WITHHOLDING TAXES |
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Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
| 11. | NOTIFICATION OF NEW EMPLOYER |
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In the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to his/her new employer about his/her rights and obligations under this Agreement.
| 12. | ASSIGNMENT |
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This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
| 13. | SEVERABILITY |
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If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
| 14. | ENTIRE AGREEMENT |
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This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.
| 15. | REPRESENTATIONS |
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The Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his/her employment by the Company. The Executive has not entered into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 18. The Executive represents that the Executive will consult his/her own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions hereunder.
| 16. | GOVERNING LAW |
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This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
| 17. | ARBITRATION |
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Any dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration conducted in New York under the auspices of the Judicial Arbitration and Mediation Services, Inc. (the “JAMS”) in accordance with the rules of the United Nations Commission of International Trade Law (“UNCITRAL Rules”) in effect at the time of the arbitration. There shall be one arbitrator. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.
| 18. | AMENDMENT |
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This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.
| 19. | WAIVER |
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Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
| 20. | NOTICES |
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All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.
| 21. | COUNTERPARTS |
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This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
| 22. | NO INTERPRETATION AGAINST DRAFTER |
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Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has ample opportunity to do so.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| Jingbo Technology, Inc. | |
|---|---|
| By: | /s/<br> Guowei Zhang |
| Name: | Guowei Zhang |
| Title: | Chief Executive of the<br> Board |
Executive
| Signature: | /s/<br> Qiang Chen |
|---|---|
| Name: | Qiang Chen |
[SignaturePage to Employment Agreement]