AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER
TO RULE 13a-16 OR 15d-16 UNDER
SECURITIES EXCHANGE ACT OF 1934
the month of November 2023
ENTERPRISE HOLDINGS LTD.
of registrant’s name into English)
1802, Block D, Zhonghai International Center,
Zone, Chengdu, Sichuan Province, PRC
+86 (28) 8532 4355
of Principal Executive Office)
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
20-F ☒ Form 40-F ☐
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
October 24, 2023, the board of directors (the “Board”) of Antelope Enterprise Holdings Limited (the “Company”)
ratified and approved, based on the compensation committee (the “Committee”) of the Board’s recommendation,
to amend employment agreement of Mr. Weilai Zhang, the CEO and Chairman of the Company, (as amended, the “Amended Employment
Agreement”), based on the Company’s operating results and financial conditions reported for the six months ended June
30, 2023. Pursuant to the Amended Employment Agreement Mr. Zhang’s monthly compensation as the CEO of the Company was changed from
$10,000 in cash and $20,000 in Class A ordinary shares, no par value (the “Class A Ordinary Shares”) to $10,000 in
cash and $20,000 in Class B ordinary shares, no par value (the “Class B Ordinary Shares”), calculated based on the
closing price of the Class A Ordinary shares on the last trading day of such month, starting on October 1, 2023. Except for the changes
expressly described above, the Amended Employment does not amend, supplement or update any information contained in the original employment
agreement of Mr. Zhang dated January 5, 2023. In addition, the Board approved, as recommended by the Committee, to issue 100,000
Class B Ordinary Shares to Mr. Zhang, as a bonus, given the Company’s operating results and financial
conditions reported for the six months ended June 30, 2023.
copy of the Amended Employment Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Amended Employment Agreement
is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in their entirety by reference
to the Amended Employment Agreement.
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, hereunto duly authorized.
ENTERPRISE HOLDINGS LTD.
Hen Man Edmund
November 3, 2023
AND RESTATED EMPLOYMENT AGREEMENT
amended and restated EMPLOYMENT AGREEMENT (the “Agreement”), is amended and restated on October 24, 2023, 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”).
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).
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.
parties hereto agree as follows:
Employee hereby accepts a position of Chief Executive Officer (the “Employment”) of the Company.
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
DUTIES AND RESPONSIBILITIES
Employee’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).
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.
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.
NO BREACH OF CONTRACT
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
COMPENSATION AND BENEFITS
Salary. Starting on October 1, 2023, the Employee shall draw a base salary of Ten Thousand US Dollars ($10,000) and Twenty Thousand
US Dollars ($20,000) of Class B ordinary shares of the Company, no par value per month , and such arrangement is subject to annual
review and adjustment by the Board. The share compensation will be paid monthly and will be calculated based on the closing price
of the Class A ordinary shares of the Company, no par value, on the last trading day of each month.
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.
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.
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
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.
TERMINATION OF THE AGREEMENT
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),
the Employee is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;
the Employee has been grossly negligent or acted dishonestly to the detriment of the Company;
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
the Employee violates Section 8 or 10 of this Agreement.
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.
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:
the Employee has died, or
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
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.
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.
termination without cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination.
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.
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.
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.
CONFIDENTIALITY AND NON-DISCLOSURE
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.
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.
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.
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.
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.
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.
NON-COMPETITION AND NON-SOLICITATION
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:
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;
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
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.
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.
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.
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.
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.
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.
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.
GOVERNING LAW; JURISDICTION
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.
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.
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.
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.
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
copies of such signed counterparts may be used in lieu of the originals for any purpose.
NO INTERPRETATION AGAINST DRAFTER
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.
of this page has been intentionally left blank.]
WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
Enterprise Holdings Ltd.
Weilai (Will) Zhang
of the Board
Weilai (Will) Zhang
Antelope Enterprise (NASDAQ:AEHL)
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