6-K
Top Wealth Group Holding Ltd (TWG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-42014
TOP WEALTH GROUP HOLDING LIMITED
(Translation of registrant’s name into English)
Units 714 & 715
7F, Hong Kong Plaza
Connaught Road West
Hong Kong
Tel: +852 36158567
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Redesignation of Directors or Certain Officers;Appointment of Directors or Certain Officers; Compensatory Arrangements of Directors or Certain Officers.
Yuen Cheong Carp, LEE
Effective on February 23, 2026, Mr. Yuen Cheong Carp, LEE (“Mr. Lee”), an independent director, chairman of the Compensation Committee, member of the Audit Committee and member of the Nominating Committee of Top Wealth Group Holding Limited (the “Company”) ceased to hold the above positions and was redesignated as an executive director of the Company.
Sze Man, CHEUNG
Effective on February 23, 2026, the Board of Directors (the “Board”) of the Company approved the appointment of Ms. Sze Man, CHEUNG (“Ms. Cheung”) as an independent director, chairwoman of the Compensation Committee, member of the Audit Committee and member of the Nominating Committee of the Company, to fill the vacancy of Mr. Lee. Ms. Cheung meets the Nasdaq Stock Market independence requirements.
Ms. Cheung, aged 40, has over 10 years of specialized experience in the fine gourmet and luxury goods industry. She has a robust background as a strategic regional manager and high performance retail shop expert. From 2019 to 2025, she was the brand manager of Park Fair, where she was responsible for directing regional sales operations for multiple outlets specializing in fine gourmet and luxury goods, ensuring consistent growth and market expansion. From 2015 to 2019, she was a retail manager holding sales leadership roles at Wanko Limited, a Hong Kong-based fashion brand, and was responsible for leveraging extensive management experience in strategic planning and high-level sales execution to drive brand awareness and profitability. From 2012 to 2015, she was a wealth management manager at FTLife Insurance Company Limited, where she managed a multi-district team of ambassadors, overseeing recruitment, training and strategic scheduling.
Ms. Cheung has no family relationships with any of the executive officers or directors of the Company. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Ms. Cheung had, or will have, a direct or indirect material interest.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Director Employment Agreement |
| 10.2 | Form of Independent Director Offer Letter |
2
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, thereunto duly authorized.
| Date: February 23, 2026 | Top Wealth Group Holding Limited | |
|---|---|---|
| By: | /s/ Kim Kwan Kings, WONG | |
| Name: | Kim Kwan Kings, WONG | |
| Title: | Chief Executive Officer and Chairman |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [date], 2026 by and between Top Wealth Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ], 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 subsidiaries (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 Director of the Company (the “Employment”).
| 2. | TERM |
|---|
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be one year, commencing on [ ] (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the initial-year term, the Employment shall be automatically extended for successive one-year term unless either party gives the other party hereto a three-month prior written notice (or, in lieu thereof of, payment in accordance with the Employment Ordinance of Hong Kong, S.A.R. (hereinafter “Hong Kong”)) to terminate the Employment prior to the expiration of such one-year term or unless terminated earlier pursuant to the terms of this Agreement.
| 3. | PROBATION |
|---|
No probationary period.
| 4. | DUTIES AND RESPONSIBILITIES |
|---|---|
| (a) | The Executive’s duties at the Company will include all jobs assigned by the Company’s Board<br>of Directors (the “Board”). |
| --- | --- |
| (b) | The Executive shall devote all of his/her working time, attention and skills to the performance of his/her<br>duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles<br>of Association of the Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company<br>approved from time to time by the Board. |
| --- | --- |
| (c) | The Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall<br>not, without prior consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the<br>Company, and shall not be concerned or interested in any business or entity that directly or indirectly competes with the Group (any such<br>business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding<br>up to 50% of shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere,<br>provided however, that the Executive shall notify the Company in writing prior to his/her obtaining a proposed interest in such<br>shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. The Company shall<br>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<br>in writing that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties<br>and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company<br>or any of its subsidiaries or affiliates. |
| --- | --- |
| 5. | NO BREACH OF CONTRACT |
| --- | --- |
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 Hong Kong, unless both parties hereto agree 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 Executive’s cash compensation (inclusive of the statutory welfare reserves<br>that the Company is required to deduct from the Executive’s pay under applicable law) shall be provided by the Company pursuant<br>to Schedule A hereto and as specified in a separate agreement between the executive and the company’s designated subsidiary<br>or affiliated entity, subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation<br>may 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. To the extent the Company adopts and maintains a share incentive plan, the Executive<br>will be eligible to participate in such plan pursuant to the terms thereof. |
| --- | --- |
| (c) | Benefits. The Executive is eligible for participation in any standard employee benefit plan of<br>the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan,<br>life insurance plan, health insurance plan and travel/holiday plan. |
| --- | --- |
| (d) | Annual Leave. Upon the Effective Date, the Executive is entitled to 10 days per annum of paid leave,<br>which shall accrue on a pro rata basis each year. After 2 years of employment, 1 day of paid leave can be increased per annual up to a<br>maximum of 16 days. |
| --- | --- |
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| 8. | TERMINATION OF THE AGREEMENT |
|---|---|
| (a) | By the Company. The Company may terminate the Employment for cause, at any time, without notice<br>or remuneration, if the Executive (1) commits any serious or persistent breach or non-observance of the terms and conditions of the employment;<br>(2) is convicted of a criminal offence other than one which in the opinion of the Board does not affect the executive’s position<br>as an employee of the Company, bearing in mind the nature of your duties and the capacity in which the executive is employed; (3) willfully<br>disobeys a lawful and reasonable order; (4) misconducts himself/herself and such conduct being inconsistent with the due and faithful<br>discharge of the Executive’s material duties; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in Executive’s<br>duties; (7) on any other ground on which the Company would be entitled to terminate the contract without notice at common law. The Company<br>may terminate the Employment without cause at any time with a three-month prior written notice to the Executive or by payment of three<br>months’ salary in lieu of notice. |
| --- | --- |
| (b) | By the Executive. The Executive may terminate the Employment at any time with a three-month prior<br>written notice to the Company or by payment of three months’ salary in lieu of notice. In addition, the Executive may resign prior<br>to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the<br>Board. |
| --- | --- |
| (c) | Notice of Termination. Any termination of the Executive’s employment under this Agreement<br>shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall<br>indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
| --- | --- |
| 9. | CONFIDENTIALITY AND NONDISCLOSURE |
| --- | --- |
| (a) | Confidentiality and Non-disclosure. The Executive hereby agrees at all times during the term of<br>his/her employment and after termination, to hold in the strictest confidence, and not to use, except for the benefit of the Group, or<br>to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. The Executive<br>understands that “Confidential Information” means any proprietary or confidential information of the Group, its affiliates,<br>their clients, customers or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research<br>and development information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group<br>on whom 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 other<br>persons with whom the Group does business, information regarding the skills and compensation of other employees of the Group or other<br>business information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their clients, customers<br>or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment, if specifically indicated<br>to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include<br>information that is generally available and known to the public through no fault of the Executive. |
| --- | --- |
| (b) | Company Property. The Executive understands that all documents (including computer records, facsimile<br>and e-mail) and materials created, received or transmitted in connection with his/her work or using the facilities of the Group are property<br>of the Group and subject to inspection by the Group, at any time. Upon termination of the Executive’s employment with the Company<br>(or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of<br>any nature pertaining to his/her work with the Company and will provide written certification of his compliance with this Agreement. Under<br>no circumstances will the Executive have, following his/her termination, in his/her possession any property of the Group, or any documents<br>or materials or copies thereof containing any Confidential Information. |
| --- | --- |
| (c) | Former Employer Information. The Executive agrees that he has not and will not, during the term<br>of his/her employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person<br>or entity with which the Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring<br>into the premises of the Group any document or confidential or proprietary information belonging to such former employer, person or entity<br>unless consented to in writing by such former employer, person or entity. The Executive will indemnify the Group and hold it harmless<br>from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising<br>out of or in connection with any violation of the foregoing. |
| --- | --- |
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| (d) | Third Party Information. The Executive recognizes that the Group may have received, and in the<br>future may receive, from third parties their confidential or proprietary information subject to a duty on the Group’s part to maintain<br>the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owns<br>the Group and such third parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential<br>or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent<br>with, and for the limited purposes permitted by, the Group’s agreement with such third party. |
|---|---|
| (e) | This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive<br>breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law. |
| --- | --- |
| 10. | RETURN OF CONFIDENTIAL MATERIAL |
| --- | --- |
| (a) | Return of Confidential Material. In the event of the Executive’s termination of employment<br>with the Company for any reason whatsoever, Executive agrees promptly to surrender and deliver to the Company all records, materials,<br>equipment, drawings, documents and data of any nature pertaining to any confidential information or to his/her employment, and Executive<br>will not retain or take with him/her any tangible materials or electronically-stored data, containing or pertaining to any confidential<br>information that Executive may produce, acquire or obtain access to during the course of his/her employment. |
| --- | --- |
| (b) | Survival. This Section 10 shall survive the termination of this Agreement for any reason. In the<br>event the Executive breaches this Section 10, the Company shall have right to seek remedies permissible under applicable law. |
| --- | --- |
| 11. | CONFLICTING EMPLOYMENT |
| --- | --- |
The Executive hereby agrees that, during the term of his/her employment with the Company, he/she will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Group is now involved or becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior written consent of the Company.
| 12. | NON-COMPETITION AND NON-SOLICITATION |
|---|
In consideration of the salary paid to the Executive by the Company, the Executive undertakes that for a period of one (1) year after he/she ceases to be employed by the Company, he/she will not, without the prior written consent of the Company:
| (a) | in the territory of the Cayman Islands, the British Virgin Islands, Hong Kong, and People’s Republic<br>of China (the “Territory”), either on his/her own account or through any of his/her affiliates, or in conjunction with<br>or on behalf of any other person, carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director,<br>employee, partner, agent or otherwise carry on any business in direct competition with the business of the Group; |
|---|---|
| (b) | either on his/her own account or through any of his/her affiliates or in conjunction with or on behalf<br>of any other person, solicit or entice away or attempt to solicit or entice away from the Group, any person, firm, company or organization<br>who is or shall at any time within two (2) years prior to such cessation have been a customer, client, representative or agent of the<br>Group or in the habit of dealing with the Group; |
| --- | --- |
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| (c) | either on his/her own account or through any of his/her affiliates or in conjunction with or on behalf<br>of any other person, employ, solicit or entice away or attempt to employ, solicit or entice away from the Group any person who is or shall<br>have been at the date of or within twelve (12) months prior to such cessation of employment an officer, manager, consultant or employee<br>of any such the Group whether or not such person would commit a breach of contract by reason of leaving such employment; or |
|---|---|
| (d) | either on his/her own account or through any of his/her affiliates or in conjunction with or on behalf<br>of any other person, in relation to any trade, business or company use a name including the words used by the Group in its name or in<br>the name of any of its products, services or their derivative terms, or the Chinese or English equivalent or any similar word in such<br>a way as to be capable of or likely to be confused with the name of the Group or the product or services or any other products or services<br>of the Group, and shall use all reasonable endeavors to procure that no such name shall be used by any of his/her affiliates or otherwise<br>by any person with which he/she is connected. |
| --- | --- |
| (e) | Each and every obligation under Section 12 shall be treated as a separate obligation and shall be severally<br>enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or<br>parts which are unenforceable shall be deleted from such section and any such deletion shall not affect the enforceability of the remainder<br>parts of such section. |
| --- | --- |
| (f) | The Executive agrees that in light of the circumstances, the restrictive covenants contained in Section<br>12 are reasonable and necessary for the protection of the Group, and further agrees that the said covenants are not excessive or unduly<br>onerous upon the Executive. However, it is recognized that restrictions of the nature in question may fail for technical reasons currently<br>unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond<br>what is reasonable, in light of the circumstances, for the protection of the Group, but would be valid if part of the wording thereof<br>were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction<br>shall apply with such modification as may be necessary to make it valid and effective. |
| --- | --- |
| (g) | This Section 12 shall survive the termination of this Agreement for any reason. In the event the Executive<br>breaches this Section 12, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to<br>injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).<br>In any event, the Company shall have right to seek all remedies permissible under applicable law. |
| --- | --- |
| 13. | 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.
| 14. | NOTIFICATION OF NEW EMPLOYER |
|---|
In the event that the Executive leaves the employment 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.
| 15. | 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.
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| 16. | 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.
| 17. | 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.
| 18. | 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.
| 19. | GOVERNING LAW AND DISPUTE RESOLUTION |
|---|
This Agreement shall be governed by, construed and enforced in accordance with the laws of Hong Kong without regard to the conflict of laws principles thereof. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three and the arbitration proceedings shall be conducted in Chinese.
| 20. | 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.
| 21. | 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.
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| 22. | 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.
| 23. | 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.
| 24. | 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.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| Top Wealth Group Holding Limited | |
|---|---|
| Signature: | |
| Name: | Kim Kwan Kings, WONG |
| Title: | Director, Chief Executive Officer, Chairman of the Board |
| Executive | |
| Signature: | |
| Name: |
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Schedule A
Cash Compensation
| Amount | Pay Period | |
|---|---|---|
| Salary | ||
| Guaranteed Bonus |
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Exhibit10.2
TopWealth Group Holding Limited
Units 714 & 715
7F, Hong Kong Plaza
118 Connaught Road West
Hong Kong
[date], 2026
Re:Independent Director Offer Letter – [ ]
Dear [ ]:
Top Wealth Group Holding Limited, a Cayman Islands company (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nominating and Compensation Committees.
Term. This Agreement is effective on the date of this letter. Your term as an Independent Director shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect.
Services. You shall render customary services as an Independent Director, Chair of the Compensation Committee, and member of the Audit Committee and Nominating Committee (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.
Servicesfor Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
Compensation. As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $[ ] for each calendar year of service under this Agreement on a pro-rated basis, payable on a quarterly basis.
You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).
D&OInsurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, if available.
NoAssignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
ConfidentialInformation; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment.
Terminationand Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as an Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.
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GoverningLaw; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in Chinese.
EntireAgreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
Notan Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
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The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | |
|---|---|
| Top Wealth Group Holding Limited | |
| By | |
| Kim<br> Kwan Kings, WONG | |
| Chief<br> Executive Officer and Chairman of the Board | |
| AGREED AND ACCEPTED: | |
| --- | |
| [ ] |
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