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 October 2022
Commission File Number: 001-36664
Roan Holdings Group Co., Ltd.
147 Ganshui Lane, Yuhuangshannan Fund Town
Shangcheng District
Hangzhou, Zhejiang
The People’s Republic of 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
| I. | Executive Director Replacement |
On October 4, 2022, Ms. Guiling Sun resigned as Executive Director of Roan Holdings Group Co, Ltd. (the “Company”) due to personal reasons, effective October 4, 2022. Ms. Sun’s decision to resign was not the result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management, or the Company’s board of directors (the “Board”).
The Company’s Nominating and Corporate Governance Committee nominated Mr. Wenhao Wang to serve as Executive Director of the Company and hence as a member of the Board and the Company’s Board approved such nomination on October 4, 2022. As discussed below, Mr. Wang previously served as the Company’s Chief Financial Officer and served as a Finance Director of Zhejiang Lixin Enterprise Management Group Co., Ltd., a wholly owned subsidiary of the Company. In accordance with the terms of Mr. Wang’s employment agreement with the Company entered into on October 4, 2022, Mr. Wang will receive an annual base salary of USD $20,000, which will be paid through the issuance of the Company’s common stock. The employment agreement is valid for one year unless it is terminated earlier in accordance with the terms of the employment agreement. Within thirty days before the expiration of the employment agreement, the Company and Mr. Wang can renew the employment agreement or the Company may refuse to renew the employment agreement upon written notice to Mr. Wang. Mr. Wang’s business experience is described in Item 6A of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021, which was filed on April 22, 2022.
There are no family relationships between Mr. Wang and any director or executive officer of the Company. There are no related party transactions between the Company and Mr. Wang disclosable under Item 404 of Regulation S-K.
| II. | Chief Financial Officer Replacement |
On October 4, 2022, Mr. Wenhao Wang resigned as Chief Financial Officer of the Company due to personal reasons, effective October 4, 2022. Mr. Wang will continue to serve as a member of senior management team of Zhejiang Lixin Enterprise Management Group Co., Ltd., a wholly owned subsidiary of the Company. As discussed above, Mr. Wang will also serve as an Executive Director of the Company.
The Company’s Nominating and Corporate Governance Committee nominated Ms. Xiaolan Lin to serve as Chief Financial Officer of the Company and the Company’s Board approved such nomination on October 4, 2022. Prior to joining the Company, Ms. Lin served as Finance Director at Hangzhou MTT Technology Co., Ltd. from September 2019 to September 2022. Ms. Lin also served as Finance Director at Danfoss from March 2007 to August 2019. Ms. Lin holds an MBA degree from Lanzhou University of Technology. In accordance with the terms of Ms. Lin’s employment agreement with the Company entered into on October 4, 2022, Ms. Lin will receive an annual base salary of RMB 264,000. The employment agreement has an initial term of one year and automatically renews for successive one-year periods, subject to the termination provisions in the employment agreement. The Company can terminate Ms. Lin’s employment at any time upon thirty days’ prior notice. Ms. Lin may terminate her employment with the Company at any time upon thirty days’ prior notice.
There are no family relationships between Ms. Lin and any director or executive officer of the Company. There are no related party transactions between the Company and Ms. Lin disclosable under Item 404 of Regulation S-K.
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Exhibit Index
| Exhibit | Description | |
| 10.1 | Employment Agreement for Mr. Wenhao Wang | |
| 10.2 | Employment Agreement for Ms. Xiaolan Lin |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Roan Holdings Group Co., Ltd. | ||
| Date: October 11, 2022 | By: | /s/ Zhiyong Tang |
| Name: | Zhiyong Tang | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Executive Director Employment Agreement
The Employment Agreement (hereinafter referred to as the “Agreement”) entered into on October 4, 2022 in Hangzhou City, the parties are:
Party A: Roan Holdings Group Co., Ltd. (hereinafter “Company”)
Address: 147 Ganshui Lane, Yuhuangshannan Fund Town, Shangcheng District, Hangzhou, Zhejiang, 310002, China.
Party B: Wenhao Wang (the “employee”)
Address: Room 401, Unit 2, No 3 Building, Longhu Chunjiang Yueming, Xiaoshan District,
Hang Zhou City, Zhejiang, China.
| 1. | POSITION AND RESPONSIBILITIES |
1.1 Positions. Executive Director
1.2 Duty. Company will provide the employee with a job description outlining the duties and obligations of employee at work.
1.3 Other activities. During employment period, the employee shall make its best time, energy and ability to fulfill his duties, to diligence, loyalty and conscientious and with responsible attitude to promote the development of business and should be of its own best efforts to promote the interests of the Company.
1.4 No conflict. Employee represents and warrants that, the employee signed this Agreement, to accept the Company to employ and discharge its responsibilities under this Agreement does not violate the employee may have to other employers, individuals or institutions any obligation, including any other individual or agency specifically or confidential information which has any obligations.
1.5 Holiday. In accordance with applicable laws, regulations, and this Agreement, the employee shall be entitled to the minimum annual leave and statutory holidays under the Labor Law in China.
1.6 Working hours. Employee shall principally work in Hangzhou, Zhejiang and Beijing and other cities of China with requirement of working from Monday through Friday from 09:00 a.m. to 17:30 p.m. Employee’s work hours shall be mainly for the purpose of meeting the needs of the Company. The CEO may change the working hours of the employee as required.
1.7 Place of work. Place of work shall be mainly in Hangzhou City.
| 2. | COMPENSATION |
2.1 Compensation. Employee shall receive US$ 20,000 annum paid by the common stock of the company as compensation based on operating and management performance.
2.2 Tax. Employee shall be responsible for his own taxes.
| 3. | AGREEMENT PERIOD |
3.1 Agreement period. After signing, the Agreement is valid for one (1) year (“Term”) unless earlier terminated in accordance with the provisions of this Agreement.
3.2 Agreement renewal. At least thirty (30) days before the expiry of the Agreement, the Company and employee can renew the Agreement, or the Company upon written notice to employee can refuse to renew the Agreement. If the Company decides to renew the Agreement, the employee should decide before the expiry of the Agreement to accept or reject the renewal. If the employee fails to respond before the expiration of the Agreement, it should be regarded as the employee agrees that the Agreement duration was renewed, and the terms and conditions of this Agreement will be the same.
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4. |
LABOR DISCIPLINE |
4.1 Labor discipline. Employee shall abide by the terms of this Agreement and the Company developed all of the relevant provisions of the labor discipline in the employee handbook or other document listed in the other work systems and procedures. Executive or employee shall comply with the rules and regulations.
4.2 Communication with the outside world. Without the Company’s prior approval or authorization, the employee cannot communicate with any other party for terms and working conditions on the job, the Company’s business and related matters.
| 5. | TO TERMINATE THE AGREEMENT BY THE COMPANY |
5.1 Dismissal without notice. If any one of the following conditions occurs, the Company can at any time dismiss an employee without notice:
| (a) | Serious violation of Company rules and regulations; |
| (b) | Serious dereliction of duty or practices graft, causing significant harm to the interests of the company; |
| (c) | Be held criminally responsible. |
5.2 Dismissal after notice. Any of the following circumstances, the Company can make written notice of thirty (30) days prior dismissal of employee:
| (a) | Employee with non-occupational diseases or non-work related injury, medical treatment period expires, and still cannot perform the original work, and cannot perform other works arranged by the Company; |
| (b) | Employee cannot reach an appropriate level of performance, even after training or work; |
| (c) | The circumstances at the conclusion of the Agreement have changed significantly, resulting in inability to perform the Agreement, even though The Company in consultation with the employee; |
| (d) | In order to avoid bankruptcy of the Company, or because of serious difficulties in operations, management needs to cut staff, after consultation with the staff union or employee provided that it is compliance with other relevant law; or |
| (e) | Relevant laws or regulations in other circumstances. |
5.3 Compensation. If the Company pursuant to Article 5.2 of the dismissal of employee, the Company in accordance with relevant laws and regulations shall pay economic compensation to employee.
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| 6. | TERMINATE THE AGREEMENT BY EMPLOYEE |
6.1 Resigned after notification. Employee can terminate the employment relationship by giving thirty (30) days written notice to the Company. If the employee resigns by this method, the Company has no obligation to any financial compensation paid to employee.
6.2 Resignation without notice. Notwithstanding the provisions of Article 6.1, an employee can at any time terminate the Agreement without notice to the resignation of the Company:
| (a) | Company does not provide a safe working environment; |
| (b) | Company under this Agreement is not timely, full payment of remuneration or provides working conditions; |
| (c) | Company violates laws and administrative regulations, violation of employee benefits; or |
| (d) | Applicable laws or regulations in other circumstances. |
6.3 Financial compensation. If an employee resigns pursuant to section 6.2, the Company shall pay economic compensation to employee in according to the relevant legal provisions.
| 7. | OBLIGATIONS AFTER TERMINATION OF THE AGREEMENT |
7.1 Return of property. Employee agrees that employee whose employment is provided during the period, or created or produced by employee of all property (including, without limitation, all equipment, tangible proprietary information, documents, records, records, Agreements and computer-generated materials) are the property of Company, and should be returned to the Company immediately when the Agreement is terminated.
7.2 Resign. After the termination of the employment relationship, employee shall cooperate with the Company for its work of finishing appropriate works and orderly transfer of work to other employee.
| 8. | PRIVACY POLICY |
8.1 Confidential information. Employee represents, warrants and undertakes that, without prior written consent by the Company, employee shall not disclose to any third parties or use for purposes other than performing their duties employee any intellectual property rights, management and business model, customers, vendors, employee and other sources as well as the relationship between the entities any information (hereinafter referred to as “Confidential Information”) from which the employee acquires during his employment period.
| 9. | APPLICABLE LAW AND DISPUTE RESOLUTION |
9.1 Applicable law. This Agreement, the implementation and interpretation and dispute settlement should apply the laws of China.
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9.2 Dispute Resolution. Both sides should resolve the labor dispute in accordance with the following procedures:
| (a) | The two sides should first resolve any dispute that occurs during the performance of this Agreement through negotiation and mediation. |
| (b) | If the negotiation and mediation is unsuccessful, both parties should go to the company’s local labor dispute arbitration committee for arbitration; either party refuses to accept the ruling of labor dispute arbitration committee, both parties should go to the people’s court according to law. |
| 10. | OTHER |
10.1 Amendments. Without the signed writing by the authorized representatives of employee and the Company, there should not be any amendment or changes to this Agreement. Failure to exercise any right under the Agreement does not constitute a waiver of that right.
10.2 Notice. Under this Agreement, any notice must be made in writing to the appropriate address, listed on the first page of this Agreement, of employee and the Company. Notice under this Agreement shall be in effect under the following circumstances: (a) when delivered by hand and to be served personally; (b) When delivery by overnight delivery or registered mail, the time of receipt of a written receipt; or (c) when sent by e-mail or fax, when confirmation of receipt of electronic transmission. The employee has obligation to notice in writing of any change of its address. Notice of change of address is valid only to be served in accordance with the above circumstances.
10.3 Complete the Agreement. The Agreement is the subject of the Agreement the two sides reached the final, complete and exclusive Agreement, and replaces, and merge the two sides before or at the same time the subject of this Agreement the reach of all oral or written statements, negotiations, proposals, negotiations , conditions, communications and conventions, and habits of all previous transactions, and industry practice.
10.4 Agreement. Two (2) original Agreements is signed, each party hold an original.
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IN WITNESS WHEREOF, the parties hereto the date first above stated signed this Agreement.
Company: Roan Holdings Group Co., Ltd.
| By: | ||
| Name: | Junfeng Wang | |
| Its: | Chairman of the Board |
| Employee: | Wenhao Wang | |
| Signature: |
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Exhibit 10.2
Employment Agreement
This Employment Agreement (this “Agreement”) is entered into in Hangzhou, Zhejiang, China on October 4, 2022 by and between:
Party A: Roan Holdings Group Co., Ltd. (“the Company”)
Address: 147 Ganshui Lane, Yuhuangshannan Fund Town, Shangcheng District,
Hangzhou, Zhejiang, China.
Party B: Xiaolan Lin
ID Number: 330104197302211620
Address: Room 302, Unit 1, Building 2, Shunfa Hemeijia, Shixin NR, XiaoShan District, Hangzhou, Zhejiang, PRC.
Chapter 1 General Provisions
1. Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:
Chapter 2 Term
2. This Agreement shall have an initial term commencing on October 4, 2022 and ending on October 3, 2023, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.
Chapter 3 Scope of Work
3. According to Party A’s work requirements, Party B agrees to assume the position of Chief Financial Officer (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.
Chapter 4 Party B’s Obligations
4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:
4.1. Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and
4.2. Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.
Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions
5. Party B shall principally work at the Party’s A headquarters located in Hangzhou, Zhejiang, China and other cities. Party A shall be required to work Monday through Friday from 9:00 a.m. to 17:30 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change working hours of Party B as required.
6. Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.
7. Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.
8. Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.
Chapter 6 Compensation
9. Party B’s compensation as follows.
9.1 Compensation. Employee shall receive the compensation RMB 264,000 per year. The compensation will be paid in cash.
9.2 The Company will sign an Employment Agreement with Party B. Because Party B works in the mainland of China, the Company will appoint a subsidiary in the mainland of China which will be responsible for the total compensation package of Party B, including social welfare, etc. Another Employment Agreement will be signed between the subsidiary and Party B merely for the purpose of satisfying the compensation requirements in the mainland of China.
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9.3 Tax. Employee shall be responsible for his own taxes.
Chapter 7 Benefits and Holidays
10. Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.
10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
10.2. Sick Leave must be certified by a registered doctor.
10.3. Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.
Chapter 8 Labor Disciplines
11. Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.
12. If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.
13. In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.
14. Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.
15. Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.
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Chapter 9 Confidentiality Obligations
16. Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.
17. Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.
18. Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.
Chapter 10 Change and Termination of Agreement
19. If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.
20. In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:
20.1. Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);
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20.2. Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;
20.3. Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;
20.4. Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;
20.5. Party B is held criminally liable pursuant to the law.
21. During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.
22. During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.
23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.
Chapter 11 Economic Compensation and Indemnification
24. If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.
Chapter 12 Resolution of Labor Disputes
25. Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.
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Chapter 13 Miscellaneous
26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.
29. This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.
| Party A: Roan Holdings Group Co., Ltd. | Party B: Xiaolan Lin | |
| Yiguo Xu | ||
| Chair of the Compensation Committee |
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