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 December 2024
Commission File Number: 001-42182
PS International Group Ltd.
Unit 1002, 10/F
Join-in Hang Sing Centre
No. 2-16 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
(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 ☐
Departure of Directors
or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Hok Wai Alex Ko
Effective on December 31, 2024, Hok Wai Alex Ko (“Mr. Ko”) resigned as the Chief Executive Officer and Director of PS
International Group Ltd. (the “Company”). Mr. Ko has indicated his resignation is for personal reasons and not due to
any disagreement with the Company.
Wing Yui Felix Lau
Effective on December
30, 2024, Wing Yui Felix Lau (“Mr. Lau”) resigned as the Chief Operating Officer the Company. Mr. Lau has indicated
his resignation is for personal reasons and not due to any disagreement with the Company.
Hang Tat Gabriel Chan
On December 31, 2024, the Board of Directors (the “Board”)
of the Company approved the appointment of Hang Tat Gabriel Chan (“Mr. Chan”) as Chief Executive Officer and Director
of the Company, effective on January 1, 2025, to fill the vacancy of Mr. Ko. In connection with Mr. Chan’s appointment as the
Chief Executive Officer and Director of the Company, the Company and Mr. Chan entered into an agreement and agreed to receive annual compensation
of HK$ 1,334,400 (approximately US$171,077), which continue to be received by Mr. Chan from Profit Sail Int’l Express (H.K.) Limited
(“Profit Sail”), the Company’s operating entity.
Mr. Chan does not have
a family relationship with any director or executive officer of the Company. He was not involved in any transaction with the Company during
the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Chan has been serving as the General Manager of Profit Sail HK,
the Company’s operating entity since September 2021. Prior to joining Profit Sail, from 1984 to 2021, Mr. Chan served in DHL Global
Forwarding, a division of Deutsche Post DHL, in Hong Kong and China, where he served in various management positions in Sales & Marketing
and Logistics Management functions. Mr. Chan obtained the professional diploma in logistic and supply chain management from Hong Kong
Management Association in 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 31, 2024 |
PS International Group Ltd. |
| |
|
|
| |
By: |
/s/ Hok Wai Alex Ko |
| |
Name: |
Hok Wai Alex Ko |
| |
Title: |
Chief Executive Officer and Director |
Exhibit Index
Exhibit 10.1
PS INTERNATIONAL GROUP LTD.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the “Agreement”) is entered into as of January 1, 2025 by and between PS International Group Ltd., an exempted
company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Hang Tat Gabriel
Chan (the “Executive”).
RECITALS
WHEREAS, the Company desires
to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under
the terms and conditions of the Agreement;
WHEREAS, the Executive desires
to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;
AGREEMENT
NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements herein contained, the Company and the Executive agree as follows:
The Company hereby agrees to employ
the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “Employment”).
Subject to the terms and conditions
of the Agreement, the initial term of the Employment shall be one year, commencing on January 1, 2025, (the “Effective Date”)
and ending on December 31, 2025 (the “Initial Term”), unless terminated earlier pursuant to the terms of the
Agreement. Upon expiration of the Initial Term of the Employment, the Employment shall be automatically extended for successive periods
of 12 months each (each, an “Extension Period”) unless either party shall have given 60 days advance written
notice to the other party, in the manner set forth in Section 19 below, prior to the end of the Initial Term or the Extension Period in
question, as applicable, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended
or further extended, as the case may be (the period during which this Agreement is effective being referred to hereafter as the “Term”).
| (a) | During the Term, the Executive shall serve as Chief Executive Officer of the Company or in such other
position or positions with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries
and affiliates as the Board of Directors of the Company (the “Board”) may specify from time to time and shall
have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the
Executive serves hereunder and as assigned by the Board, or with the Board’s authorization, by the Company’s Chief Executive
Officer. |
| (b) | The Executive agrees to serve without additional compensation (or with additional compensation to be separately
agreed with the Company), if elected or appointed thereto, as a director of the Company or any subsidiaries or affiliated entity of the
Company (collectively, the “Group”) and as a member of any committees of the board of directors of any such
entity, provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently
provided to any other director of any member of the Group. |
| (c) | The Executive agrees to devote all of his/her working time and efforts to the performance of his/her duties
for the Company and to faithfully and diligently serve the Company in accordance with the Agreement and the guidelines, policies and procedures
of the Company approved from time to time by the Board. |
The Executive hereby represents to the
Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the Executive’s
duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive
is a party or by which the Executive is otherwise bound, except that the Executive does not make any representation with respect to agreements
required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction
in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation,
confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement
and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement
with any person or entity other than any member of the Group.
The Executive will be based in Hong
Kong or any other location as requested by the Company during the Term.
| 6. | COMPENSATION AND BENEFITS |
| (a) | Cash Compensation. As compensation for the performance by the Executive of his/her obligations
hereunder, during the Term, the Company shall pay the Executive cash compensation (inclusive of the statutory benefit contributions that
the Company is required to set aside for the Executive under applicable law) pursuant to Schedule A hereto, subject to annual
review and adjustment by the Board or any committee designated by the Board. |
| (b) | Equity Incentives. During the Term, the Executive shall be eligible to participate, at a level
comparable to similarly situated executives of the Company, in such long-term compensation arrangements as may be authorized from time
to time by the Board, including any share incentive plan the Company may adopt from time to time in its sole discretion. |
| (c) | Benefits. During the Term, the Executive shall be entitled to participate in all of the employee
benefit plans and arrangements made available by the Company to its similarly situated executives, including, but not limited to, any
retirement plan, medical insurance plan and travel/holiday policy, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. |
| 7. | TERMINATION OF THE AGREEMENT |
The Employment may be terminated
as follows:
| (a) | Death. The Employment shall terminate upon the Executive’s death. |
| (b) | Disability. The Employment shall terminate if the Executive has a disability, including any physical
or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of
his/her position at the Company, even with reasonable accommodation that does not impose an undue burden on the Company, for more than
180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period shall apply. |
| (c) | Cause. The Company may terminate the Executive’s employment hereunder for Cause. The occurrence
of any of the following, as reasonably determined by the Company, shall be a reason for Cause, provided that, if the Company determines
that the circumstances constituting Cause are curable, then such circumstances shall not constitute Cause unless and until the Executive
has been informed by the Company of the existence of Cause and given an opportunity of ten business days to cure, and such Cause remains
uncured at the end of such ten-day period: |
| (1) | continued failure by the Executive to satisfactorily perform his/her duties; |
| (2) | willful misconduct or gross negligence by the Executive in the performance of his/her duties hereunder,
including insubordination; |
| (3) | the Executive’s conviction or entry of a guilty or nolo contendere plea of any felony or
any misdemeanor involving moral turpitude; |
| (4) | the Executive’s commission of any act involving dishonesty that results in material financial, reputational
or other harm, monetary or otherwise, to any member of the Group, including but not limited to an act constituting misappropriation or
embezzlement of the property of any member of the Group as determined in good faith by the Board; or |
| (5) | any material breach by the Executive of this Agreement. |
| (d) | Good Reason. The Executive may terminate his/her employment hereunder for “Good Reason”
upon the occurrence, without the written consent of the Company, of an event constituting a material breach of this Agreement by the Company
that has not been fully cured within ten business days after written notice thereof has been given by the Executive to the Company setting
forth in sufficient detail the conduct or activities the Executive believes constitute grounds for Good Reason, including but not limited
to: |
| (1) | the failure by the Company to pay to the Executive any portion of the Executive’s current compensation
or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company,
within 20 business days of the date such compensation is due; or |
| (2) | any material breach by the Company of this Agreement. |
| (e) | Without Cause by the Company; Without Good Reason by the Executive. The Company may terminate the
Executive’s employment hereunder at any time without Cause upon 60-day prior written notice to the Executive. The Executive may
terminate the Executive’s employment voluntarily for any reason or no reason at any time by giving 60-day prior written notice to
the Company. |
| (f) | Notice of Termination. Any termination of the Executive’s employment under the Agreement
shall be communicated by written notice of termination (“Notice of Termination”) from the terminating party
to the other party. The notice of termination shall indicate the specific provision(s) of the Agreement relied upon in effecting the termination. |
| (g) | Date of Termination. The “Date of Termination” shall mean (i) the date set forth in
the Notice of Termination, or (ii) if the Executive’s employment is terminated by the Executive’s death, the date of his/her
death. |
| (h) | Compensation upon Termination. |
| (1) | Death. If the Executive’s employment is terminated by reason of the Executive’s death,
the Company shall have no further obligations to the Executive under this Agreement and the Executive’s benefits shall be determined
under the Company’s retirement, insurance and other benefit and compensation plans or programs then in effect in accordance with
the terms of such plans and programs. |
| (2) | By Company without Cause or by the Executive for Good Reason. If the Executive’s employment
is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall (i) continue to pay and otherwise
provide to the Executive, during any notice period, all compensation, base salary and previously earned but unpaid incentive compensation,
if any, and shall continue to allow the Executive to participate in any benefit plans in accordance with the terms of such plans during
such notice period; and (ii) pay to the Executive, in lieu of benefits under any severance plan or policy of the Company, any such amount
as may be agreed between the Company and the Executive. |
| (3) | By Company for Cause or by the Executive other than for Good Reason. If the Executive’s employment
shall be terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay the Executive his/her
base salary at the rate in effect at the time Notice of Termination is given through the Date of Termination, and the Company shall have
no additional obligations to the Executive under this Agreement. |
| (i) | Return of Company Property. The Executive agrees that following the termination of the Executive’s
employment for any reason, or at any time prior to the Executive’s termination upon the request of the Company, he/she shall return
all property of the Group that is then in or thereafter comes into his/her possession, including, but not limited to, any Confidential
Information (as defined below) or Intellectual Property (as defined below), or any other documents, contracts, agreements, plans, photographs,
projections, books, notes, records, electronically stored data and all copies, excerpts or summaries of the foregoing, as well as any
automobile or other materials or equipment supplied by the Group to the Executive, if any. |
| (j) | Requirement for a Release. Notwithstanding the foregoing, the Company’s obligations to pay
or provide any benefits shall (1) cease as of the date the Executive breaches any of the provisions of Sections 8, 9 and 11 hereof, and
(2) be conditioned on the Executive signing the Company’s customary release of claims in favor of the Group and the expiration of
any revocation period provided for in such release. |
| 8. | CONFIDENTIALITY AND NONDISCLOSURE |
| (a) | Confidentiality and Non-Disclosure. |
| (1) | The Executive acknowledges and agrees that: (A) the Executive holds a position of trust and confidence
with the Company and that his/her employment by the Company will require that the Executive have access to and knowledge of valuable and
sensitive information, material, and devices relating to the Company and/or its business, activities, products, services, customers and
vendors, including, but not limited to, the following, regardless of the form in which the same is accessed, maintained or stored: the
identity of the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research
or development activities of the Company; the products and services provided or offered by the Company to customers or potential customers
and the manner in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers;
pricing and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition
of products and/or services of the Company; user base personal data, programs, software and source codes, licensing information, personnel
information, advertising client information, vendor information, marketing plans and techniques, forecasts, and other trade secrets (“Confidential
Information”); and (B) the direct and indirect disclosure of any such Confidential Information would place the Company at
a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s business. |
| (2) | During the Term and at all times thereafter, the Executive shall not, directly or indirectly, whether
individually, as a director, stockholder, owner, partner, employee, consultant, principal or agent of any business, or in any other capacity,
publish or make known, disclose, furnish, reproduce, make available, or utilize any of the Confidential Information without the prior
express written approval of the Company, other than in the proper performance of the duties contemplated herein, unless and until such
Confidential Information is or shall become general public knowledge through no fault of the Executive. |
| (3) | In the event that the Executive is required by law to disclose any Confidential Information, the Executive
agrees to give the Company prompt advance written notice thereof and to provide the Company with reasonable assistance in obtaining an
order to protect the Confidential Information from public disclosure. |
| (4) | The failure to mark any Confidential Information as confidential shall not affect its status as Confidential
Information under this Agreement. |
| (b) | Third Party Information in the Executive’s Possession. The Executive agrees that he/she shall
not, during the Term, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person
or entity with which the Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring
into the premises of 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 Executive will indemnify the Company and hold it harmless
from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of litigation, arising
out of or in connection with any violation of the foregoing. |
| (c) | Third Party Information in the Company’s Possession. The Executive 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 Executive
agrees that the Executive owes the Company and such third parties, during the Term and thereafter, a duty to hold all such confidential
or proprietary information in strict confidence and not to disclose such information to any person or firm, or otherwise use such information,
in a manner inconsistent with the limited purposes permitted by the Company’s agreement with such third party. |
This Section 8 shall survive the termination
of the Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek remedies permissible
under applicable law.
| (a) | Prior Inventions. The Executive has attached hereto, as Schedule B, a list describing
all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original
works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly
with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior
Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii)
are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions.
Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of his/her service
for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in
which he/she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell,
sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine. |
| (b) | Assignment of Intellectual Property. The Executive hereby assigns to the Company or its designees,
without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within
the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship,
concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information
created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to
the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive
for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and
all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within
the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work
made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed
as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately
disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright,
trademark or service mark, trade secret, or any other proprietary rights protection legally available. |
| (c) | Patent and Copyright Registration. The Executive agrees to execute and deliver any instruments
or documents and to do all other things reasonably requested by the Company in order to more fully vest the Company with all ownership
rights in the Work Product. If any Work Product is deemed by the Company to be patentable or otherwise registrable, the Executive shall
assist the Company (at the Company’s expense) in obtaining letters of patent or other applicable registration therein and shall
execute all documents and do all things, including testifying (at the Company’s expense) as necessary or appropriate to apply for,
prosecute, obtain, or enforce any Intellectual Property right relating to any Work Product. Should the Company be unable to secure the
Executive’s signature on any document deemed necessary to accomplish the foregoing, whether due to the Executive’s disability
or other reason, the Executive hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents
as the Executive’s agent and attorney-in-fact to act for and on the Executive’s behalf and stead to take any of the actions
required of Executive under the previous sentence, with the same effect as if executed and delivered by the Executive, such appointment
being coupled with an interest. |
This Section 9 shall survive the termination
of the Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible
under applicable law.
| 10. | CONFLICTING EMPLOYMENT |
The Executive hereby agrees that, during
the Term, he/she will not engage in any other employment, occupation, consulting or other business activity related to the business in
which the Company is now involved or becomes involved during the Term, nor will the Executive engage in any other activities that conflict
with his/her obligations to the Company without the prior written consent of the Company.
| 11. | NON-COMPETITION AND NON-SOLICITATION |
| (a) | Non-Competition. In consideration of the compensation provided to the Executive by the Company
hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agree that during the Term and for a period
of one year following the termination of the Employment for whatever reason, the Executive shall not engage in Competition (as defined
below) with the Group. For purposes of this Agreement, “Competition” by the Executive shall mean the Executive’s engaging
in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee,
principal, agent, stockholder, member, owner or partner of, or permitting the Executive’s name to be used in connection with the
activities of, any other business or organization which competes, directly or indirectly, with the Group in the Business; provided,
however, it shall not be a violation of this Section 11(a) for the Executive to become the registered or beneficial owner of up
to five percent (5%) of any class of the capital stock of a publicly traded corporation in Competition with the Group, provided that the
Executive does not otherwise participate in the business of such corporation. |
For purposes of this Agreement, “Business”
means the business of freight forwarding, global logistics and supply chain services, and any other business and any other business which
the Group engages in, or is preparing to become engaged in, during the Term.
| (b) | Non-Solicitation; Non-Interference. During the Term and for a period of one year following the
termination of the Executive’s employment for any reason, the Executive agrees that he/she will not, directly or indirectly, for
the Executive’s benefit or for the benefit of any other person or entity, do any of the following: |
| (1) | solicit from any customer doing business with the Group during the Term business of the same or of a similar
nature to the Business; |
| (2) | solicit from any known potential customer of the Group business of the same or of a similar nature to
that which has been the subject of a known written or oral bid, offer or proposal by the Group, or of substantial preparation with a view
to making such a bid, proposal or offer; |
| (3) | solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged
by the Group; or |
| (4) | otherwise interfere with the business or accounts of the Group, including, but not limited to, with respect
to any relationship or agreement between the Group and any vendor or supplier. |
| (c) | Injunctive Relief; Indemnity of Company. The Executive agrees that any breach or threatened breach
of subsections (a) and (b) of this Section 11 would result in irreparable injury and damage to the Company for which an award of money
to the Company would not be an adequate remedy. The Executive therefore also agrees that in the event of said breach or any reasonable
threat of breach, the Company shall be entitled to seek an immediate injunction and restraining order to prevent such breach and/or threatened
breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive. The terms
of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof,
including, but not limited to, remedies available under this Agreement and the recovery of damages. The Executive and the Company further
agree that the provisions of this Section 11 are reasonable. The Executive agrees to indemnify and hold harmless the Company from and
against all reasonable expenses (including reasonable fees and disbursements of counsel) which may be incurred by the Company in connection
with, or arising out of, any violation of this Agreement by the Executive. This Section 11 shall survive the termination of the Agreement
for any reason. |
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 the Agreement such national, state, provincial, local or any other income, employment, or other taxes as may be required
to be withheld pursuant to any applicable law or regulation.
The Agreement is personal in its nature
and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations
hereunder; provided, however, that the Company may assign or transfer the Agreement or any rights or obligations hereunder to any member
of the Group without such consent. If the Executive should die while any amounts would still be payable to the Executive hereunder if
the Executive had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this
Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.
The Company will require any and all successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company
to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall
entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to
hereunder if the Company had terminated the Executive’s employment other than for Cause, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Section
13, “Company” shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid
which executes and delivers the agreement provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.
If any provision of the Agreement or
the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be
given effect without the invalid provisions or applications and to this end the provisions of the Agreement are declared to be severable.
The Agreement constitutes the entire
agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous
oral or written agreements concerning such subject matter. The Executive acknowledges that he/she has not entered into the Agreement in
reliance upon any representation, warranty or undertaking which is not set forth in the Agreement.
The Agreement shall be governed by and
construed in accordance with the law of the Cayman Islands.
The Agreement may not be amended, modified
or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to the 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 the 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 the Agreement shall be in writing and shall be deemed to have been duly given and made if (i)
delivered by hand, (ii) otherwise delivered against receipt therefor, (iii) sent by a recognized courier with next-day or second-day delivery
to the last known address of the other party; or (iv) sent by e-mail with confirmation of receipt.
The 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. The 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.
| 21. | NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes that the Agreement
is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any
construction of the terms of the Agreement, the same shall not be construed against either party on the basis of that party being the
drafter of such terms.
[Remainder of the page intentionally
left blank.]
IN WITNESS WHEREOF,
the Agreement has been executed as of the date first written above.
| COMPANY: |
PS International Group Ltd. |
| |
a Cayman Islands exempted company |
| |
By: |
/s/ Chan Yee Kit |
| |
Name: |
Chan Yee Kit |
| |
Title: |
Chairman and Director |
| EXECUTIVE: |
/s/ Hang Tat Gabriel Chan |
| |
Name: |
Hang Tat Gabriel Chan |
| |
Address: 1/F, Block 11, Kam’s Terrace, 303 Kat Hing Wai, Kam Tin, Yuan Long, N.T. Hong Kong |
Schedule A
The compensation
of the Executive is set forth in that contract of employment by and between Profit Sail Int’l Express (H.K.) Limited, a subsidiary
of the Company, and Hang Tat Gabriel Chan, dated as of September 1, 2021.
PS (NASDAQ:PSIG)
Historical Stock Chart
From Dec 2024 to Jan 2025
PS (NASDAQ:PSIG)
Historical Stock Chart
From Jan 2024 to Jan 2025
