UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2025
Commission File Number: 001-38773
CHINA SXT PHARMACEUTICALS, INC.
(Translation of registrant’s name into English)
178 Taidong Rd North, Taizhou
Jiangsu, China
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Resignation of Director
On January 20, 2025, Songfan He resigned from
his positions as an independent director of the board of directors (the “Board”) of China SXT Pharmaceuticals, Inc. (the “Company”),
the chairman of the audit committee (the “Audit Committee”), a member of the compensation committee (the “Compensation
Committee”) and nominating & corporate governance committee (the “Nominating Committee”), effective immediately.
Mr. He indicated that his resignation was due to personal reasons and was not the result of any disagreement with management of the Company
or the Board.
Appointment of Director
On January 20, 2025, the Board of the Company
passed a resolution to appoint Mr. Yong Lip Chee as an independent director of the Board, the chairman of the Audit Committee, a member
of the Compensation Committee and the Nominating Committee, to fill in the vacancies result from Mr. He’s resignation.
Mr. Yong Lip Chee has a background in sales and
client relations within the healthcare sector. Since 2021, Mr. Yong has been an independent sales consultant, advising healthcare companies
on market penetration strategies and distributor partnerships. From 2017 to 2021, he served as a sales supervisor at Winner Medical Hong
Kong, where he promotes medical consumables products to hospitals and private healthcare medical professionals and related users. He
earned a bachelor’s degree in business administration from Universiti Malaya in Malaysia in 2013.
Mr. Yong Lip Chee entered into a director offer
letter with the Company, which establishes certain terms and conditions governing his service to the Company. The form of director offer
letter is qualified in its entirety by reference to the complete text of the form the employment agreement, which is filed hereto as Exhibit
99.2.
Appointment Co-Chief Executive Officer
On January 20, 2025, the Board of the Company
approved the appointment of Mr. Simon Lim Sze Beng as the Co-Chief Executive Officer (the “Co-CEO”) of the Company with immediate
effect. In connection with this appointment, the title of Mr. Feng Zhou was changed from the Chief Executive Officer and Director to the
Co-CEO and Director of the Company.
Mr. Simon Lim Sze Beng is an experienced professional
in the healthcare sector. Since 2019, he has served as a manager of Reform Medical Marketing Co., Limited, where he serves clients in
medical, and healthcare sectors and promotes their products and services. From 2017 to 2019, he was the senior operations director at
Axcel Digital, where he conducts multichannel promotion for healthcare sector clients. He earned a bachelor’s degree in arts from
Universiti Malaya in Malaysia in 2001.
Mr. Simon Lim Sze Beng entered into an employment
agreement with the Company, which establishes certain terms and conditions governing his service to the Company. The form of the employment
agreement is qualified in its entirety by reference to the complete text of the form the employment agreement, which is filed hereto as
Exhibit 99.1.
Each of Mr. Yong and Mr. Beng 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
SIGNATURE
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.
Dated: January 23, 2025
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China SXT Pharmaceuticals, Inc. |
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By: |
/s/ Feng Zhou |
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Name: |
Feng Zhou |
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Title: |
Co-Chief Executive Officer |
Exhibit 99.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of [ ] (the “Effective Date”), by and between China
SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”), and Simon Lim
Sze Beng, an individual (the “Co-Chief Executive Officer (Co-CEO)”). Except with respect to the direct employment of
the Co-CEO by the Company, the term “Company” as used herein with respect to all obligations of the Co-CEO 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 Simon Lim Sze
Beng as its Co-CEO and to assure itself of the services of the Co-CEO during the term of Employment (as defined below).
B. Simon Lim Sze Beng desires to be employed by
the Company as its Co-CEO during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
Simon Lim Sze Beng hereby
accepts a position of Co-CEO (the “Employment”) of the Company.
Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be five years commencing on 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 Co-CEO provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable term.
| 3. | DUTIES
AND RESPONSIBILITIES |
| (a) | The
Co-CEO’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”). |
| (b) | The
Co-CEO 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 Certificate of Incorporation and Bylaws 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
Co-CEO shall use his best efforts to perform his duties hereunder. The Co-CEO 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 Co-CEO 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 Co-CEO 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. |
The Co-CEO hereby
represents to the Company that: (i) the execution and delivery of this Agreement by the Co-CEO and the performance by the Co-CEO
of the Co-CEO’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or
policy to which the Co-CEO is a party or otherwise bound, except for agreements entered into by and between the Co-CEO and any member
of the Group pursuant to applicable law, if any; (ii) that the Co-CEO 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 Co-CEO entering into
this Agreement or carrying out his duties hereunder; (iii) that the Co-CEO is not bound by any confidentiality, trade secret or similar
agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
| 6. | COMPENSATION
AND BENEFITS |
| (a) | Base
Salary. The Co-CEO’s initial base salary shall be $[ ] and such compensation is subject to annual review and adjustment
by the Board. |
| (b) | Bonus.
The Co-CEO shall be eligible for Bonuses determined by the Board. |
| (c) | Equity
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Co-CEO will be eligible to participate in
such plan pursuant to the terms thereof as determined by the Board. |
| (d) | Benefits.
The Co-CEO 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 Co-CEO shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred
by the Co-CEO 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 |
(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 Co-CEO is convicted or pleads
guilty to a felony or to an act of fraud, misappropriation or embezzlement,
(2) the Co-CEO has been grossly negligent
or acted dishonestly to the detriment of the Company,
(3) the Co-CEO has engaged in actions
amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Co-CEO is afforded a reasonable
opportunity to cure such failure; or
(4) the Co-CEO violates Section 8 or
10 of this Agreement.
Upon termination for cause, the Co-CEO
shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Co-CEO will not be entitled to receive
payment of any severance benefits or other amounts by reason of the termination, and the Co-CEO’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 Co-CEO has died, or
(2) the Co-CEO has a disability which
shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Co-CEO 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 Co-CEO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Co-CEO will not be entitled
to receive payment of any severance benefits or other amounts by reason of the termination, and the Co-CEO’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 Co-CEO: (1) a lump sum cash payment equal to 12 months
of the Co-CEO’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 Co-CEO.
Upon termination without, the Co-CEO
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
Co-CEO shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal
to 12 months of the Co-CEO’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y 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 Co-CEO.
| (b) | By
the Co-CEO. The Co-CEO 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 Co-CEO’s authority, duties and responsibilities, or (2) there is a material reduction in the
Co-CEO’s annual salary. Upon the Co-CEO’s termination of the Employment due to either of the above reasons, the Company shall
provide compensation to the Co-CEO equivalent to 12 months of the Co-CEO’s base salary that he is entitled to immediately prior
to such termination. In addition, the Co-CEO 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. |
| (c) | Notice
of Termination. Any termination of the Co-CEO’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 Co-CEO hereby agrees at all times during the term of the Employment and after his termination, 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 Co-CEO 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 Co-CEO by or obtained by the Co-CEO 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. Notwithstanding the foregoing, Confidential Information shall not include
information that is generally available and known to the public through no fault of the Co-CEO. |
| (b) | Company
Property. The Co-CEO 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 Co-CEO’s employment with the Company (or at any other time when requested by
the Company), the Co-CEO 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 Co-CEO 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 Co-CEO 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 Co-CEO has an
agreement or duty to keep in confidence information acquired by Co-CEO, 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 Co-CEO 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 Co-CEO 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 Co-CEO agrees that the Co-CEO owes the Company and such third parties, during the
Co-CEO’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 Co-CEO breaches this Section 8, the Company shall have right to seek
remedies permissible under applicable law.
| 9. | CONFLICTING
EMPLOYMENT. |
The Co-CEO hereby
agrees that, during the term of his employment with the Company, he or 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 Co-CEO’s
employment, nor will the Co-CEO 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 salary paid to the Co-CEO by the Company and subject to applicable law, the Co-CEO agrees that during the term of the Employment
and for a period of one (1) year following the termination of the Employment for whatever reason:
| (a) | The
Co-CEO will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Co-CEO in the Co-CEO’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
Co-CEO 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
Co-CEO 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 Co-CEO 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
the termination of this Agreement for any reason. In the event the Co-CEO breaches this Section 10, the Co-CEO 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.
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.
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.
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.
This Agreement constitutes
the entire agreement and understanding between the Co-CEO 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 Co-CEO and a
member of the Group. The Co-CEO acknowledges that he or 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 Co-CEO and
the Company.
| 15. | GOVERNING
LAW; JURISDICTION |
This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware and each of the parties irrevocably consents to the jurisdiction
and venue of the federal and state courts located in Delaware.
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.
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.
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.
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 it, he or 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.
[Remainder of this page has been intentionally
left blank.]
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
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China SXT Pharmaceuticals, Inc. |
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By: |
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Name: |
Feng Zhou |
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Title: |
Co-Chief Executive Officer |
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Simon Lim Sze Beng |
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By: |
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Name: |
Simon Lim Sze Beng |
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Title: |
Co-Chief Executive Officer |
7
Exhibit 99.2
CHINA SXT PHARMACEUTICALS, INC.
178 Taidong Rd North, Taizhou
Jiangsu, China
[ ], 2025
Re: Director Offer Letter
Dear [ ]:
CHINA SXT PHARMACEUTICALS, INC., a British Virgin
Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (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 this position as a member 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.
This Agreement is effective upon your acceptance and signature below. 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 member of the Board and the Board’s committees set forth on Schedule A attached hereto
(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.
As compensation for your services to the Company, you will receive $1 in cash per year for serving on the Board, which shall be paid to
you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in
connection with the performance of your Duties.
3. No
Assignment. 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.
4. Confidential
Information; 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.
6. Non-Competition.
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination
of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal,
corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by,
or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly
or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided,
however, that you may own securities of any public corporation which is engaged in such business but in an amount not to
exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly
owned company as director, employee, consultant or otherwise.
7. 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.
8. Termination
and 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.
9. Governing
Law. 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.
10. Entire
Agreement; 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.
11. 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 negligence or willful misconduct. The
Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of
the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate
under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable
judgment or settlement that you are not entitled to be indemnified by the Company.
12. Not
an 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.
13. 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)
The Agreement has been executed and delivered by the undersigned and
is made effective as of the date set first set forth above.
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Sincerely, |
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CHINA SXT PHARMACEUTICALS, INC. |
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By: |
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Name: |
Feng Zhou |
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Title: |
Chief Executive Officer |
| AGREED AND ACCEPTED: |
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| By: |
|
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| Name: |
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4
China SXT Pharmaceuticals (NASDAQ:SXTC)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
China SXT Pharmaceuticals (NASDAQ:SXTC)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
