UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Antelope Enterprise Holdings Ltd.
(Name of Issuer)
Class A Ordinary Shares, no par value
Class B Ordinary Shares, no par value
(Title of Class of Securities)
G041JN122
(CUSIP Number)
Weilai Zhang
Room 1802, Block D, Zhonghai International Center,
Hi Tech Zone, Chengdu,
Sichuan Province, PRC
+8615881042999
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 1, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1I, 1(f) or 1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| ** | This CUSIP applies to the Class A ordinary shares, no par value per share, of the Issuer (the “Class A Ordinary Shares”). |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G041JN122
| 1. | Names of Reporting Person.
Weilai Zhang |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Source of Funds (See Instructions)
OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) oI(e)
☐ |
| 6. | Citizenship or Place of Organization
PRC |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
48,907 Class A Ordinary Shares (1) 2,005,497 Class B Ordinary Shares (2) |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
48,907 Class A Ordinary Shares (1) 2,005,497 Class B Ordinary Shares (2) | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
48,907 Class A Ordinary Shares (1) 2,005,497 Class B Ordinary Shares (2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
85.77% of total outstanding voting power(3) |
| 14. | Type of Reporting Person (See Instructions)
IN |
| (1) | Representing 48,907 Class A ordinary shares of the Issuer (the “Class A Ordinary Shares”) directly held by Mr. Weilai Zhang (the “Reporting Person”). The Issuer has shares divided into both Class A and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 20 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one vote. |
| (2) | Representing 2,005,497 Class B ordinary shares of the Issuer (the “Class B Ordinary Shares”) directly held by the Reporting Person. |
| (3) | Based on 6,712,438 outstanding Class A Ordinary Shares of the Issuer and 2,005,497 Class B Ordinary Shares outstanding as of April 1, 2024. |
CUSIP No. G041JN122
Item 1. Security and Issuer.
This Schedule 13D relates to the Ordinary Shares of Antelope Enterprise Holdings Limited (the “Issuer”). The Class A Ordinary Shares of the Issuer are listed on the Nasdaq Stock Market LLC under the symbol “AEHL.”
The principal executive offices of the Issuer are located at Room 1802, Block D, Zhonghai International Center, Hi-Tech Zone, Chengdu, Sichuan Province, PRC.
Item 2. Identity and Background.
(a) Name:
Mr. Weilai Zhang is also referred to herein as the “Reporting Person”.
The Reporting Person is a citizen of the People’s Republic of China.
(b) Residence or business address:
The address of the Reporting Person is Room 1802, Block D, Zhonghai International Center, Hi-Tech Zone, Chengdu, Sichuan Province, PRC.
(c) Principal business of each reporting person and address:
The principal business of the Reporting Person is the chief executive officer of the Issuer.
(d) — (e) During the last five years, the Reporting Person has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On January 5, 2023, the Reporting Person entered into an employment agreement (the “Employment Agreement”) with the Company to serve as its Chief Executive Officer, pursuant to which, the Reporting Person received a base salary of $10,000 in cash and $20,000 in ordinary shares, no par value each. The share price was calculated based on the closing price of the last trading day of each month.
On February 21, 2023, the shareholders of the Company approved and adopted an amended and restated memorandum and articles of association, which changed the authorized issued share capital of the Company from US$4,800,000 divided into 200,000,000 ordinary shares with a par value of US$0.024 each, to (i) 250,000,000 ordinary shares re-designated as (a) 200,000,000 Class A ordinary shares with no par value each, and (b) 50,000,000 Class B ordinary shares with no par value each, and (ii) 50,000,000 preferred shares with no par value each, (the “Re-Designation of the Authorized Capital”). In connection with the Re-Designation of the Authorized Capital, 977,755 ordinary shares owned by the Reporting Person then were re-designated into 977,755 Class B ordinary shares.
CUSIP No. G041JN122
On September 18, 2023, the Company completed a 1-for-10 reverse share split of its then outstanding Class A ordinary shares and Class B ordinary shares. Immediately following this reverse share split, the Reporting Person owned 97,776 Class B Ordinary Shares (the “Post-split Class B Ordinary Shares”).
Pursuant to the Employment Agreement, the Reporting Person acquired 52,124 Class A Ordinary Shares on August 31, 2023, which was exchanged to 5,213 Class A Ordinary Shares after the reverse share split; and on September 29, 2023, the reporting person acquired 6,453 Class A Ordinary Shares (the “September Class A Ordinary Shares”).In 2020, the Reporting Person acquired 37,242 restricted Class A Ordinary Shares in a private placement transaction pursuant to a security purchase agreement the Reporting entered into with the Issuer (the “Restricted September Class A Ordinary Shares”, together with September Class A Ordinary Shares, collectively, the “Class A Shares”).
On October 24, 2023, the Reporting Person entered into an amended employment agreement (the “Amended Employment Agreement 2023”) with the Company, pursuant to which, the Reporting Person receives a monthly compensation of $10,000 in cash and $20,000 Class B Ordinary Shares starting on October 1, 2023. The share price is calculated based on the closing price of the Class A Ordinary Shares on the last business day of such month. The board of directors of the Company (the “Board”), and the Compensation Committee of the Board approved on the same day of a one-time bonus of 100,000 Class B Ordinary Shares to the Reporting Person, in recognition of his performance as the Company’s Chief Executive Officer and chairman of the Board (the “Chairman”). Accordingly, on October 24, 2023 and October 31, 2023, the Reporting Person acquired 100,000 restricted Class B Ordinary Shares and 7,721 restricted Class B Ordinary Shares, respectively (the “2023 October Class B Ordinary Shares”).
On January 29, 2024, the Reporting Person received another 300,000 restricted Class B Ordinary Shares as a one-time bonus in recognition of his performance (the “2024 January Class B Ordinary Shares”, together with 2023 October Class B Ordinary Shares and Post-split Class B Ordinary Shares, collectively, the “Class B Shares”).
On April 1, 2024, the board of Issuer approved to further amend the employment agreement with the Reporting Person to the effect that his annual compensation should be 500,000 Class B Ordinary Shares, starting on January 1, 2024, (the “Amended Employment Agreement 2024”). In addition, the board of the Issuer approved to issue 1,500,000 restricted Class B Ordinary Shares (together with Class A Shares and Class B Shares, collectively, the “Subject Shares”) to the Reporting Person as compensation for serving as the Chief Executive Officer for 3-year of services from January 1, 2024, to December 31, 2026. Should the Reporting Person no longer serve as the chief executive officer during this period, the shares will be proportionally returned and cancelled.
CUSIP No. G041JN122
Item 4. Purpose of Transaction.
The Reporting Person acquired the Subject Shares for investment purposes. The Reporting Person currently serves as Chairman and Chief Executive Officer of the Issuer. The Reporting Person has engaged, and intend to continue to engage, in communications with one or more officers, directors and/or representatives or agents of the Issuer and/or other persons, and may in the future also engage in communications with one or more shareholders of the Issuer and other relevant parties, regarding the Issuer, including but not limited to its operations, its business strategies, its capital structure and potential changes thereto, its need to raise additional debt or equity capital and/or its strategic alternatives. As part of such communications, the Reporting Person, as Chairman and Chief Executive Officer of the Issuer may advocate one or more courses of action as described in subparagraphs (a) through (j) of Item 4 of the Schedule 13D.
Depending on market conditions, the continuing evaluation of the business and prospects of the Issuer and other factors, and subject to applicable SEC restrictions, the Reporting Person may acquire additional shares or dispose of shares of the Issuer.
Except as set forth above, the Reporting Person does not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) — (b) The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
(c) Except the information set forth in this Schedule 13D, no transactions in any of the ordinary shares of the Issuer have been effected by the Reporting Person during the past sixty days.
(d) Share Pledge Agreement
On January 25, 2024, Guoxiang Hu (the “Investor”) entered into a note purchase agreement (the “Purchase Agreement”) with the Issuer, pursuant to which, the Issuer agreed to issue a promissory note (the “Note”) with a principal amount of $4,630,000 and an interest rate of 16% per annum.
CUSIP No. G041JN122
To induce the Investor to enter into the Purchase Agreement, the Reporting Person agreed to enter into a share pledge agreement ( the “Pledge Agreement”) with the Investor to pledge all Class B Ordinary Shares of the Company, owned by him, including any additional Class B Ordinary Shares issued to him while the Note is outstanding, and any proceeds (collectively, the “Pledged Collateral”), to secure the Company’s payment and performance of any and all obligations, liabilities and indebtedness of the Company to the Investor pursuant to the terms of the Purchase Agreement (“Secured Obligations”).
The security interested created pursuant to the Pledge Agreement should remain in full force and effect until the indefeasible payment and satisfaction in full of the Secured Obligations, or the assignment of the Secured Obligations to a third party by the Investor, at which time the Pledge Agreement shall terminate and all rights to the Pledged Collateral should be reverted to the pledgor. The Reporting Person will retain the right to vote as well as the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Pledged Collateral under the Pledge Agreement, unless an Event of Default (as defined in the Pledge Agreement) has occurred.
Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D is incorporated by reference.
To the best knowledge of the Reporting Person, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit No. |
Description | |
| 10.1 | Employment Agreement dated April 1, 2024 |
CUSIP No. G041JN122
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 5, 2024
| Weilai Zhang | ||
| By: | /s/ Weilai Zhang | |
| Name: | Weilai Zhang | |
Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This amended and restated EMPLOYMENT AGREEMENT (the “Agreement”), is amended and restated on April 1, 2024, by and between Antelope Enterprise Holdings Ltd., incorporated under the laws of the British Virgin Islands (the “Company”), and Weilai (Will) Zhang (the “Employee”). Except with respect to the direct employment of the Employee by the Company, the term “Company” as used herein with respect to all obligations of the Employee hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
RECITALS
A. The Company desires to employ the Employee as its Chief Executive Officer and to assure itself of the services of the Employee during the term of Employment (as defined below).
B. The Employee desires to be employed by the Company as its Chief Executive Officer during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
1. POSITION
The Employee hereby accepts a position of Chief Executive Officer (the “Employment”) of the Company.
2. TERM
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be three years, commencing on January 5, 2023 (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company nor the Employee provides a 1-month prior written notice of termination of the Employment to the other party, or otherwise proposes to renegotiate the terms of the Employment with the other party within three (3) months prior to the expiration of the applicable term, or unless the Employment is terminated earlier pursuant to the terms of this Agreement.
3. DUTIES AND RESPONSIBILITIES
| (a) | The Employee’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”). | |
| (b) | The Employee shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as amended and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company approved from time to time by the Board. | |
| (c) | The Employee shall use his best efforts to perform his duties hereunder. The Employee shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Employee from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares and securities. The Employee shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. |
4. NO BREACH OF CONTRACT
The Employee hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Employee and the performance by the Employee of the Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Employee is a party or otherwise bound, except for agreements entered into by and between the Employee and any member of the Group pursuant to applicable law, if any; (ii) that the Employee 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 Employee entering into this Agreement or carrying out his duties hereunder; (iii) that the Employee 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. Intentionally Omitted
6. COMPENSATION AND BENEFITS
| (a) | Base Salary. Starting on January 1, 2024, the Employee shall draw a base salary of Five Hundred Thousand (500,000) Class B ordinary shares of the Company, no par value per year , and such arrangement is subject to annual review and adjustment by the Board. The share compensation will be paid annually. | |
| (b) | Bonus. The Employee shall not draw a bonus prior to and during the Effective Date, and such arrangement is subject to annual review and adjustment by the Board. | |
| (c) | Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Employee will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board. | |
| (d) | Benefits. The Employee is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan. | |
| (e) | Expenses. The Employee shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the Employee in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies and procedures. |
7. TERMINATION OF THE AGREEMENT
| (a) | By the Company. |
(i) For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
(1) the Employee is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;
(2) the Employee has been grossly negligent or acted dishonestly to the detriment of the Company;
(3) the Employee has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Employee is afforded a reasonable opportunity to cure such failure; or
(4) the Employee violates Section 8 or 10 of this Agreement.
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Upon termination for cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Employee’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 the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
(1) the Employee has died, or
(2) the Employee has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Employee unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 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 Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Employee’s right to all other benefits will terminate, except as required by any applicable law.
(iii) Without Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination without cause, the Company shall provide the following severance payments and benefits to the Employee: (1) a lump sum cash payment equal to 1 months of the Employee’s base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Employee.
Upon termination without cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination.
(iv) Change of Control Transaction. If the Company or its successor terminates the Employment upon 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 (the “Change of Control Transaction”), the Employee shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 1 months of the Employee’s base salary at a rate equal to the greater of his/her annual salary in effect immediately prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Employee.
| (b) | By the Employee. The Employee may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there is a material reduction in the Employee’s authority, duties and responsibilities, or (2) there is a material reduction in the Employee’s annual salary. Upon the Employee’s termination of the Employment due to either of the above reasons, the Company shall provide compensation to the Employee equivalent to 1 months of the Employee’s base salary that he is entitled to immediately prior to such termination. In addition, the Employee may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board. |
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| (c) | Notice of Termination. Any termination of the Employee’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
8. CONFIDENTIALITY AND NON-DISCLOSURE
| (a) | Confidentiality and Non-disclosure. The Employee hereby agrees at all times during the term of the Employment, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Employee understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Employee by or obtained by the Employee from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. The confidentiality obligations under this Clause shall survive notwithstanding the termination of this Employment Agreement for ten (10) years thereafter. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Employee. | |
| (b) | Company Property. The Employee understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to inspection by the Company at any time. Upon termination of the Employee’s employment with the Company (or at any other time when requested by the Company), the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the Employee have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information. | |
| (c) | Former Employer Information. The Employee agrees that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Employee has an agreement or duty to keep in confidence information acquired by Employee, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Employee will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing. | |
| (d) | Third Party Information. The Employee recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Employee agrees that the Employee owes the Company and such third parties, during the Employee’s employment by the Company and thereafter, a duty to hold all such confidential 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 with, and for the limited purposes permitted by, the Company’s agreement with such third party. |
This Section 8 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.
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9. CONFLICTING EMPLOYMENT
The Employee hereby agrees that, during the term of his employment with the Company, he 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 Employee’s employment, nor will the Employee engage in any other activities that conflict with his obligations to the Company without the prior written consent of the Company.
10. NON-COMPETITION AND NON-SOLICITATION
In consideration of the compensation and benefits paid to the Employee by the Company and subject to applicable law, the Employee agrees that during the term of the Employment and for a period of two (2) years following the termination of the Employment for whatever reason:
| (a) | The Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; | |
| (b) | The Employee will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and | |
| (c) | The Employee will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. |
The provisions contained in Section 10 are considered reasonable by the Employee and the Company. 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 two (2) years after the termination of this Agreement for any reason. In the event the Employee breaches this Section 10, the Employee acknowledges that there will be no adequate remedy at law, and the Company 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 shall have right to seek all remedies permissible under applicable law.
11. 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.
12. ASSIGNMENT
This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
13. SEVERABILITY
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
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14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the Employee and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Employee and a member of the Group. The Employee acknowledges that he 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 Employee and the Company.
15. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of New York and each of the parties irrevocably consents to the jurisdiction and venue of the courts located in New York.
16. 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.
17. 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.
18. 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.
19. 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.
20. NO INTERPRETATION AGAINST DRAFTER
Each party recognizes that this Agreement is a legally binding contract and acknowledges that he 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.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
| Antelope Enterprise Holdings Ltd. | ||
| By: | /s/ Weilai (Will) Zhang | |
| Name: | Weilai (Will) Zhang | |
| Title: | Chairman of the Board | |
| Employee | ||
| Signature: | /s/ Weilai (Will) Zhang | |
| Name: | Weilai (Will) Zhang |
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