6-K
MingZhu Logistics Holdings Ltd (YGMZF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number 001-39564
Mingzhu Logistics Holdings Limited
(Translation of registrant’s name into English)
27F, Yantian Modern Industry Service CenterNo. 3018 Shayan Road, Yantian DistrictShenzhen, Guangdong, China 518081
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Departure of CertainOfficers; Appointment of Certain Officer
On November 19, 2025, Jingwei Zhang resigned from his position as the chief financial officer (the “CFO”) and a member of the board of directors (the “Board”) of Mingzhu Logistics Holdings Limited (the “Company”), effectively immediately. Mr. Zhang’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On the same day, the Company appointed Junfei Yang as the new CFO of the Company and a member of the Board to fill the vacancy resulting from Mr. Zhang’s resignation. In connection with this appointment, the Company and Ms. Yang entered into an employment agreement, dated November 19, 2025 (the “CFOEmployment Agreement”) and a director offer letter, dated November 19, 2025 (the “Director Offer Letter”). Ms. Yang receives an annual compensation of $36,000 for her services as the CFO of the Company and a director of the Board.
The CFO Employment Agreement and the Director Offer Letter are qualified in their entirety by reference to the complete text of form of the CFO Employment Agreement and the form of the Director Offer Letter, which are furnished hereto as Exhibit 99.1 and 99.2.
Prior to joining the Company, Ms. Yang served as the CFO of Turing Intelligent Computing Technology Limited, a digital currency company, beginning in June 2025. From March 2021 to April 2025, Ms. Yang was a financial manager at Chainalysis, Inc., a blockchain and data analysis company, where she was responsible for developing financial models and analyses and overseeing financial consolidation. From July 2018 to February 2021, Ms. Yang was the financial analyst in Ripple Labs Inc., a digital currency company, where she conducted in-depth financial analysis and reporting. Ms. Yang received her bachelor of science in accounting from Shanghai University of Finance and Economics in 2016 and her master of business administration from University of California, Berkeley in 2018.
Ms. Yang does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Form of Employment Agreement |
| 99.2 | Form of Director Offer Letter |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MINGZHU LOGISTICS HOLDINGS LIMITED | |||
|---|---|---|---|
| Date: November 25, 2025 | By: | /s/ Jinlong Yang | |
| Name: | Jinlong Yang | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of _______________, 20____ (the “Effective Date”), by and between MingZhu Logistics Holdings Limited, a Cayman Islands exempted company (the “Company”) and _______________, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, 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 and indirect subsidiaries (collectively, the “Group”).
RECITALS
WHEREAS, the Company desires to employ the Executive as its _________and to assure itself of the services of the Executive during the term of Employment (as defined below); and
WHEREAS, the Executive desires to be employed by the Company as its _________ during the term of Employment and upon the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
| 1. | POSITION |
|---|
The Executive hereby accepts the position of _________ of the Company and any other officer or employee positions with other Group members as may be approved by the Board (as defined below).
| 2. | TERM |
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Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be one (1) year commencing on the Effective Date, unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one (1) year terms if neither the Company nor the Executive provides a notice of termination of the Employment to the other party within thirty (30) days prior to the expiration of the applicable term.
| 3. | DUTIES AND RESPONSIBILITIES |
|---|---|
| (a) | The Executive’s duties at the Company will include all the<br> duties and responsibilities associated with a _______ of a U.S. listed public company with primary operations in the People’s<br> Republic of China. As _________ of the Company, the Executive shall be primarily responsible for leading the development and<br> implementation of the Company's Web3 and digital asset strategy, as well as all tasks and responsibilities normally associated with<br> the offices of Chief Financial Officer and board director of Web3 and digital asset services provider. During the term of<br> Employment, Executive shall report to and be responsible to the Company’s board of directors. During the term of Employment,<br> Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other<br> committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be<br> determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s<br> _________. |
| --- | --- |
| (b) | The Executive shall devote<br>all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group<br>and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of<br>association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved<br>from time to time by the Board. |
| --- | --- |
| (c) | The Executive shall use Executive’s<br>best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board,<br>become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any<br>business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity,<br>a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent<br>(1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere.<br>The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details<br>and particulars as the Company may reasonably require. |
| --- | --- |
| (d) | The Executive acknowledges<br>the Executive’s and the Company’s public reporting obligations associated with the Executive’s position of the Company<br>under applicable securities laws, rules and regulations, and the Executive shall use the Executive’s efforts to comply with all<br>such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive<br>with assistance and support with respect to all such filings (including making such filings on the Executive’s behalf). |
| --- | --- |
| 4. | 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 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 entered into by and between the Executive and any member of the Group pursuant to applicable law, 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 from entering into this Agreement or carrying out Executive’s 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.
| 5. | LOCATION |
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The Executive will be based in Guangdong Province, China. The Company reserves the right to transfer or second the Executive to any location in China or elsewhere in accordance with its operational requirements.
| 6. | COMPENSATION AND BENEFITS |
|---|---|
| (a) | Base Salary. The Executive’s<br>initial pre-tax base salary shall be USD$_________ per month, paid monthly in arrears in accordance with the Company’s regular<br>payroll practices, and such compensation is subject to annual review and adjustment by the Board in its sole discretion. The Executive<br>shall also be entitled to receive salary, as and in the amount approved by the Board in advance, from any member of the Group. |
| --- | --- |
| (b) | Bonus. The Executive<br>shall be eligible for cash bonuses as determined by the Board in its sole discretion. |
| --- | --- |
| (c) | Equity Incentives. To<br>the extent the Company adopts and maintains an equity incentive plan, the Executive will be eligible to participate in such plan pursuant<br>to the terms thereof as determined by the Board. |
| --- | --- |
| (d) | 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 Company<br>in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan,<br>provided that such plans shall be subject to review and approval by the Board. |
| --- | --- |
| (e) | Expenses. The Executive<br>shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the<br>Executive in the performance of Executive’s duties under this Agreement; provided that he/she properly accounts for such expenses<br>in accordance with the Company’s policies and procedures. |
| --- | --- |
| 7. | TERMINATION OF THE AGREEMENT |
| --- | --- |
The Executive’s employment may be terminated as provided for in this Section 7.
| (a) | By the Company. |
|---|---|
| (i) | For Cause. The Company may terminate the Employment<br>for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in<br>which case notice or remuneration will be provided in accordance with applicable law), if: |
| --- | --- |
| (1) | the Executive is convicted<br>or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement; |
| --- | --- |
| (2) | the Executive has been grossly<br>negligent or acted dishonestly to the detriment of the Company; |
| --- | --- |
| (3) | the Executive has engaged in<br>actions amounting to willful misconduct or failed to perform Executive’s duties hereunder and such failure continues after the<br>Executive is afforded not less than fifteen (15) days to cure such failure; |
| --- | --- |
| (4) | the Executive’s willful<br>failure to comply with a lawful directive of the Board; or |
| --- | --- |
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| (5) | the Executive violates Sections<br>8, 9 or 10 of this Agreement. |
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Upon termination for “cause”, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable law.
| (ii) | For Death and Disability. The Company may also terminate<br>the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law,<br>in which case notice or remuneration will be provided in accordance with applicable law), if: |
|---|---|
| (1) | the Executive has died, or |
| --- | --- |
| (2) | the Executive has a disability<br>which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform<br>the essential functions of Executive’s employment with the Company, with or without reasonable accommodation, for more than 120<br>days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply. |
| --- | --- |
Upon termination for death or disability, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable law.
| (iii) | Without Cause. The Company may terminate the Employment<br>without cause, at any time, upon thirty (30) days’ prior written notice. Upon termination without cause, the Company shall provide<br>the following severance payments and benefits to the Executive: a cash payment of one (1) month of the Executive’s base salary<br>as of the date of such termination for each year (which is any period longer than six months but no more than one year) and a cash payment<br>of half month of the Executive’s base salary as of the date of such termination for any period of employment no more than six months,<br>provided that the total severance payments shall not exceed twelve months of the Executive’s base salary. |
|---|
Upon termination without cause, the Executive shall also be entitled to the amount of base salary earned and not paid prior to termination.
In order to be eligible for, and as a condition precedent for the payment of, the severance payments and benefits under this Section 7(a)(iii), the Executive must execute and deliver to the Company a general release of the Company and all members of the Group and their affiliates in a form annexed hereto as Exhibit A.
| (iv) | Change of Control Transaction. If the Company or its<br>successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the<br>Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be<br>entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to three (3) months<br>of the Executive’s base salary at a rate equal to the greater of Executive’s annual salary in effect immediately prior to<br>the termination, or Executive’s then current annual salary as of the date of such termination; (2) a lump sum cash payment equal<br>to a pro-rated amount of Executive’s target annual bonus for the year immediately preceding the termination; (3) payment of premiums<br>for continued health benefits under the Company’s health plans for three (3) months following the termination; and (4) immediate<br>vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive. |
|---|---|
| (b) | By the Executive. The<br>Executive may terminate the Employment at any time with thirty (30) days’ prior written notice to the Company without cause, if<br>(1) there is a material reduction in the Executive’s authority, duties and responsibilities unless such reduction was made with<br>Executive’s consent, or (2) there is a material reduction in the Executive’s annual salary (the occurrences in (1) and (2)<br>being referred to as “Good Reason”). Upon the Executive’s termination of the Employment due to either of the<br>above reasons, the Company shall provide compensation to the Executive equivalent to three (3) months of the Executive’s base salary<br>that he/she is entitled to immediately prior to such termination. In addition, the Executive may resign prior to the expiration of the<br>Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the<br>Board. |
| --- | --- |
In order to be eligible for, and as a condition precedent for the payment of, the severance payments and benefits under this Section 7(b), the Executive must execute and deliver to the Company a general release of the Company and all members of the Group and their affiliates in a form annexed hereto as Exhibit A.
| (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. |
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| (d) | Resignation of All Other<br>Positions. Immediately upon the effective date of any termination of the Executive’s Employment for any reason, the Executive<br>shall resign in writing from membership on the Board or the board of directors of any Group member and from any and all offices Executive<br>holds at the Company or Group Member. |
|---|---|
| (e) | No Mitigation. In no<br>event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable<br>to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation<br>earned by the Executive as a result of employment by a subsequent employer. |
| --- | --- |
| 8. | CONFIDENTIALITY AND NONDISCLOSURE |
| --- | --- |
| (a) | Confidentiality and Non-Disclosure.<br>The Executive hereby agrees at all times during the term of the Employment and after its termination, to hold in the strictest confidence,<br>and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without written consent<br>of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any<br>proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including,<br>without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and<br>customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration<br>information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and<br>other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company<br>or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective<br>clients, customers or partners either directly or indirectly in writing, orally or otherwise, if specifically indicated to be confidential<br>or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that<br>is generally available and known to the public through no fault of the Executive. |
| --- | --- |
| (b) | Company Property. The<br>Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted<br>in connection with Executive’s work or using the facilities of the Company are property of the Company and subject to inspection<br>by the Company, 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 Executive’s<br>work with the Company and will provide written certification of Executive’s compliance with this Agreement. Under no circumstances<br>will the Executive have, following Executive’s termination, in Executive’s possession any property of the Company, or any<br>documents or materials or copies thereof containing any Confidential Information. |
| --- | --- |
| (c) | Former Employer Information.<br>The Executive agrees that he/she has not and will not, during the term of Executive’s employment, (i) improperly use or disclose<br>any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement<br>or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of the Company any document<br>or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such<br>former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities,<br>damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation<br>of the foregoing. |
| --- | --- |
| (d) | Third Party Information.<br>The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or<br>proprietary information subject to a duty on the Company’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 Company 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, the<br>Company’s agreement with such third party. |
| --- | --- |
This Section 8 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.
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| 9. | CONFLICTING EMPLOYMENT |
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The Executive hereby agrees that, during the term of Executive’s 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 Company 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 Executive’s obligations to the Company without the prior written consent of the Company.
| 10. | NON-COMPETITION, NON-SOLICITATIONAND NON-DISPARAGEMENT |
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In consideration of the salary paid to the Executive by the Company, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason:
| (a) | The Executive will not approach<br>clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons<br>or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes<br>of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons<br>and/or entities; |
|---|---|
| (b) | the Executive will not assume<br>employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner,<br>licensor or otherwise, in any Competitor; |
| --- | --- |
| (c) | the Executive will not seek,<br>directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer,<br>director, or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such<br>termination, or in the twelve (12) months preceding such termination; and |
| --- | --- |
| (d) | the Executive will not make<br>public statements or communications that disparage the Company, any Group member, or any of their respective business, officers, directors<br>or employees. |
| --- | --- |
The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.
This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable law.
| 11. | COOPERATION |
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The parties agree that certain matters in which the Executive will be involved during the Executive’s employment by the Company may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. It is expressly agreed that non-compliance with a request for cooperation services by the Executive for good reason, including health condition or prior commitments, shall not constitute a breach or violation of this Agreement. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.
| 12. | INDEMNIFICATION. |
|---|
The Company shall, to the maximum extent provided under applicable law, indemnify and hold the Executive harmless from and against any expenses, including reasonable attorneys’ fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Executive’s performance of the Employment, other than any such Losses incurred as a result of the Executive’s gross negligence or willful misconduct. The Company shall advance to the Executive 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 the Executive 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 the Executive or on Executive’s behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that the Executive is not entitled to be indemnified by the Company.
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| 13. | 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.
| 14. | WORK MADE FOR HIRE |
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The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the work product consisting of copyrightable subject matter (“Work Product”) is “work made for hire” as defined in 17 U.S.C. § 101 and similar applicable intellectual property law of other jurisdictions in which the Group operates and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and intellectual property rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or intellectual property rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.
| 15. | 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 of the Executive, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor of the Company and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
| 16. | 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.
| 17. | 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. 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. | GOVERNING LAW; JURISDICTION |
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This Agreement and all issues pertaining to the Employment or the termination of the Employment shall be governed and interpreted in accordance with the laws of the State of New York without regard to choice of law principles, except the arbitration provision which shall be governed by the Federal Arbitration Act. Executive agrees that if, for any reason, any provision hereof is unenforceable, the remainder of this Agreement will nonetheless remain binding and in effect. Any dispute regarding the Employment or this Agreement, other than any injunctive relief available under Section 10 hereof, which cannot be resolved by negotiations between the Executive and the Company shall be submitted to, and solely determined by, final and binding arbitration conducted by the International Chamber of Commerce in accordance with its arbitration rules applicable to employment disputes, and the parties agree to be bound by the final award of the arbitrator in any such proceeding. The arbitrator shall apply the laws of the State of New York with respect to the interpretation or enforcement of this Agreement, or to any claims involving the Employment or the termination of the Employment. All questions regarding whether or not a dispute is subject to arbitration will be resolved by the arbitrator. Arbitration shall be held in such place as the parties may mutually agree. Judgment upon the award by the arbitrator may be entered in any court having jurisdiction, including in the People’s Republic of China. The arbitrator shall award costs and attorney fees to the prevailing party. As part of this Agreement, Executive agrees that Executive may not participate in a representative capacity or as a member of any class of claims pertaining to any claim against the Company. There is no right or authority for any claims subject to this Agreement to be arbitrated on a class or collective action basis or on any basis involving claims brought in a purported representative capacity on behalf of any other person or group of people similarly situated. Such claims are prohibited. Furthermore, claims brought by or against either the Company or the Executive may not be joined or consolidated in the arbitration with claims brought by or against any other person or entity unless otherwise agreed to in writing by all parties involved.
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| 19. | 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.
| 20. | 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.
| 21. | 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, (iii) sent by a recognized courier with next-day or second-day delivery, or (iv) by email, to the last known address of the other party, with communications to the Company being to the attention of the Board.
| 22. | 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 or electronic copies of such signed counterparts may be used in lieu of the originals for any purpose, and signed counterparts may be delivered by electronic means.
| 23. | NO INTERPRETATION AGAINST DRAFTER |
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Each party recognizes that this Agreement is a legally binding contract and acknowledges that it, or he/she 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.
| 24. | ACKNOWLEDGMENT OF FULL UNDERSTANDING |
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THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| MINGZHU LOGISTICS HOLDINGS LIMITED | |
|---|---|
| By: | |
| Name: | |
| Title: | |
| EXECUTIVE | |
| Name: |
EXHIBIT A
GENERAL RELEASE AND COVENANT NOT TO SUE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAYCONCERN, KNOW THAT:
_______________ (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under the employment agreement (the “Agreement”) made and entered into as of ____________, 20__ (the “Effective Date”), by and between Executive and MingZhu Logistics Holdings Limited (the “Company”) (each individually, “Party,” collectively, the “Parties”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Company, its parents, subsidiaries, affiliates, divisions, assigns, predecessors, insurers, successors, and the past and present employees, officers, directors, insurers, attorneys, representatives and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to Executive’s employment with the Company or service as a member of the Board of Directors of the Company or the termination thereof or Executive’s service as an officer or member of the Board of Directors of any subsidiary or affiliate of the Company or the termination of such service; provided, however, that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement or to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned, or any rights Executive may have to indemnification under any charter (or similar documents) of any member of the Releasees or any insurance coverage under any directors and officers insurance or similar policies, or any rights Executive may have as a member or holder of equity or other securities of the Company or its affiliates.
Executive further agrees that this General Release and Covenant Not to Sue may be pleaded by the Company as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly.
In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The Parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.
No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against the Company seeking monetary relief for Executive and/or as a representative on behalf of others.
This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws.
To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue. In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue. If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make certain payments to Executive or to provide Executive with certain other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.
Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to execute this General Release and Covenant Not to Sue.
IN WITNESS WHEREOF, the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____ day of _____________, 20__.
| Executive |
|---|
| Name: |
Exhibit 99.2
MingZhu Logistics HoldingsLimited
[ ], 2025
Re: Director Offer Letter
Dear [ ],
MingZhu Logistics Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), is pleased to offer you positions as a director of its Board of Directors (the “Board”), the Chairman of the Audit Committee, and a member of each of the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board. We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept the positions as a director of the Board, the Chairman of the Audit Committee, and a member of each of the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board, 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.
1. Term. Upon your acceptance and signature below, this Agreement is retroactively effective from [ ], 2025, the date when the Board appointed you to be a director of the Board of the Company. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services. You shall render services as a director of the Board (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
**3. Compensation.**Effective from the date of this Agreement, as compensation for your services to the Company, you will receive $[ ]/month in cash or equivalent stock. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
4. 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.
5. 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; or
ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, 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 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; and
iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
**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 earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 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 maybe 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.
**e. Ownership.**You agree that 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.
f. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
6. Terminationand Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee 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 (including the vested portion of the Shares) 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. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
7. GoverningLaw. 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 State of New York applicable to agreements made and to be performed entirely in the State of New York.
8. 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.
9. 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 and (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought.
10. 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.
11. 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.
(Signature Page Follows)
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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, | |
|---|---|
| MingZhu Logistics Holdings Limited | |
| By: | |
| Name: | Jinlong Yang |
| Title: | Chief Executive Officer |
Agreed and Accepted by:
| Name: |
|---|
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