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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/23/20 Jowell Global Ltd. F-1 28:19M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 1.28M
2: EX-3.1 Certificate of Incorporation HTML 11K
3: EX-3.2 Second Amended and Restated Memorandum of HTML 11K
Association
4: EX-3.3 Second Amended and Restated Articles of HTML 17K
Association
5: EX-8.1 Opinion of Yunnan Kangsi Law Firm Regarding Prc HTML 44K
Legal Matters
6: EX-10.1 Exclusive Business Cooperation and Management HTML 72K
Agreement, by and Among Shanghai Jowell Technology
Co., Ltd., Shanghai Juhao Information Technology
Co., Ltd., Zhiwei Xu, Shunjun Xu and Ruixia Yang,
Dated October 10, 2020
15: EX-10.10 Spousal Consent Letter by the Spouse of Ruixia HTML 15K
Yang Dated October 10, 2020
16: EX-10.11 Form of Lhh (Love Home Health) Franchise Store HTML 38K
Contract
17: EX-10.12 Form of Juhao Mall Marketplace and Service HTML 45K
Agreement
18: EX-10.13 Form of Purchase and Sales Contract by and Between HTML 31K
Shanghai Juhao Information Technology Co., Ltd.
and Jiangsu Longrich Bioscience Co., Ltd.
19: EX-10.14 Form of Purchase and Sales Contract by and Between HTML 31K
Shanghai Juhao Information Technology Co., Ltd.
and Karlie Cosmetics Manufacturing Co., Ltd
20: EX-10.15 Employment Agreement by and Between Zhiwei Xu and HTML 34K
the Company Dated July 1, 2020
21: EX-10.16 Employment Agreement by and Between Mei Cai and HTML 35K
the Company Dated November 15, 2020
22: EX-10.18 Director Agreement by and Between the Company and HTML 27K
Huijun Shi
23: EX-10.19 Director Agreement by and Between the Company and HTML 27K
Haitao Wang
7: EX-10.2 Equity Interest Pledge Agreement, by and Among HTML 62K
Shanghai Jowell Technology Co., Ltd., Zhiwei
Xu,Shunjun Xu and Ruixia Yang, Dated October 10,
2020
24: EX-10.20 Director Agreement by and Between the Company and HTML 25K
William Morris
8: EX-10.3 Exclusive Option Agreement, by and Among Jowell HTML 100K
Technology Limited, Shanghai Jowell Technology
Co., Ltd., Zhiwei Xu, Shunjun Xu and Ruixia Yang,
Dated October 10, 2020
9: EX-10.4 Power of Attorney by Zhiwei Xu, A Shareholder of HTML 20K
Shanghai Juhao Information Technology Co., Ltd,
Dated October 31, 2019
10: EX-10.5 Confirmation Letter by Zhiwei Xu, A Shareholder of HTML 15K
Shanghai Juhao Information Technology Co., Ltd,
Dated October 10, 2020
11: EX-10.6 Power of Attorney by Shunjun Xu, A Shareholder of HTML 20K
Shanghai Juhao Information Technology Co., Ltd,
Dated October 31, 2019
12: EX-10.7 Confirmation Letter by Shunjun Xu, A Shareholder HTML 15K
of Shanghai Juhao Information Technology Co., Ltd,
Dated October 10, 2020
13: EX-10.8 Spousal Consent Letter by the Spouse of Mr. Zhiwei HTML 16K
Xu Dated November 1, 2019
14: EX-10.9 Power of Attorney by Ruixia Yang, A Shareholder of HTML 20K
Shanghai Juhao Information Technology Co., Ltd,
Dated October 10, 2020
25: EX-21.1 List of Subsidiaries of the Registrant HTML 12K
26: EX-23.1 Consent of Friedman LLP HTML 12K
27: EX-23.5 Consent of Cevsn Information Consulting Co., Ltd HTML 13K
28: EX-99.1 Code of Business Conduct and Ethics HTML 36K
Exhibit 10.19
jowell global Ltd.
DIRECTOR AGREEMENT
This Director Agreement (the “Agreement”) is made and entered into as of July 15, 2020, by and between Jowell Global Ltd., a Cayman Islands company (the “Company”), and Haitao Wang, an individual (the “Director”).
I. SERVICES
1.1 Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board”), Chairman of the Corporate Governance and Nominating Committee, and a member of the Audit Committee and the Compensation Committee of the Board. Director agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board and serve as a director so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Memorandum and Articles of Association, Bylaws and any applicable stockholders’ agreement of the Company and until such time as he resigns, fails to stand for election, fails to be elected by the stockholders of the Company or is removed from his position. Director may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.
1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles of Association and Bylaws of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by Director and the Company (the “Director Services”).
1.3 Member of Committees. Director agrees to serve as the Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee and the Audit Committee the Board. The Company and the Director acknowledge that all official appointments to committees of the Board are made by the Board.
1.4 Expiration Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date on which Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.
II. COMPENSATION
2.1 Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.
2.2 Fees to Director. The Company agrees to pay Director a fee of USD10,000 one year for Director Services, service as the Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee and the Audit Committee the Board and other services mutually agreed by the parties. The fee to the Director shall be paid by the Company quarterly.
III. CONFIDENTIALITY AND NONDISCLOSURE
3.1 Confidentiality. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship with the Company (the “Confidential Information”).
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3.2 Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the benefit of the Company hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as being specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.
3.3 Return of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.
IV. COVENANTS OF DIRECTOR
4.1 No Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm, partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with Director’s obligations to his current affiliation or other current relationships with the entity or entities. A business shall be deemed to be “competitive with the Company” for purpose of this Article IV if and to the extent it engages in the business substantially similar to the Company’s businesses described in its annual report. The ownership by the Director of not more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.
4.2 Noninterference with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or its employment, contractual or other relationship with the Company.
V. TERM AND TERMINATION
5.1 Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date.
5.2 Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.
5.3 Survival. The rights and obligations contained in Articles Ill and IV will survive any termination or expiration of this Agreement.
VI. MISCELLANEOUS
6.1 Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
6.2 No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
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6.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address s either party may specify in writing.
6.4 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company.
6.6 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.
6.7 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.8 Governing Law. Any disputes arising from or in connection with this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of Cayman Islands applicable to agreements made and to be performed entirely in Cayman Islands.
(Signature pages to follow)
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lN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Company: Jowell Global LTD. | Director: Haitao Wang | |||
| By: | /s/Zhiwei Xu | By: | /s/Haitao Wang | |
| Name: | Zhiwei Xu, Chief Executive Officer | Name: | Haitao Wang | |
| Address: | 2nd Floor, No. 285 Jiangpu Road Yangpu District, Shanghai China 200082 |
Address: | ||
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| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/23/20 | CORRESP, DRS, DRS/A | ||
| 7/15/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/23 Jowell Global Ltd. 20-F 12/31/22 106:9.4M EdgarAgents LLC/FA 7/27/22 Jowell Global Ltd. F-3/A 3:973K EdgarAgents LLC/FA 6/29/22 Jowell Global Ltd. F-3/A 3:874K EdgarAgents LLC/FA 4/25/22 Jowell Global Ltd. 20-F 12/31/21 103:8.3M EdgarAgents LLC/FA 4/04/22 Jowell Global Ltd. F-3 4:1.1M EdgarAgents LLC/FA 9/21/21 Jowell Global Ltd. S-8 9/21/21 3:88K EdgarAgents LLC/FA 5/10/21 Jowell Global Ltd. 20-F 12/31/20 83:5.4M EdgarAgents LLC/FA 2/08/21 Jowell Global Ltd. F-1/A 15:6.3M EdgarAgents LLC/FA 12/28/20 Jowell Global Ltd. F-1/A 5:4.7M EdgarAgents LLC/FA |