Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 July 2023

 

Commission File Number: 001-41444

 

Intelligent Living Application Group Inc.

 

Unit 2, 5/F, Block A, Profit Industrial Building

1-15 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 x          Form 40-F ¨

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

On June 30, 2023, the Board of Directors (the “Board”) of Intelligent Living Application Group Inc. (the “Company”) received a resignation letter from Mr. Jochem Koehler, a member of the Board, Chairman of the Board’s Nominating and Corporate Governance Committee and a member of the Board’s Audit Committee and Compensation Committees, effective on June 30, 2023. Mr. Koehler’s resignation is not because of any disagreement with the Company, its management or its other directors.

 

On July 4, 2023, the Board appointed Mr. Chun Fai (Kenneth) Liu as a member of the Board, Chairman of the Board’s Nominating and Corporate Governance Committee and a member of the Board’s Audit Committee and Compensation Committees, effective immediately, to fill the vacancy following the resignation of Mr. Jochem Koehler.

 

Mr. Kenneth Liu, age 36, has served as Chairman and Executive Director of China Eco-Farming Limited (HK Stock Exchange Code: 8166) since February 2022. Mr. Liu was the Executive Director of Inves Tech Holdings Limited (HK Stock Exchange Code: 1087) from August 2020 to April 2022 and a director of Blue Sky Solar Energy Management Limited from November 2018 to April 2022. Mr. Liu was the Executive Director of CEFC Hong Kong Financial Investment Company Limited (HK Stock Exchange Code:1520, formally known as Runway Global Holdings Company Limited) from November 2016 to June 2019 and the Manager of FT Corporate Strategy Limited from October 2013 to June 2016.

 

Mr. Liu studied Administrative Studies at York University, Toronto, Ontario from 2007 to 2011 and he is a member of Chaozhou Chamber of Commerce.

 

There are no arrangements or understandings between Mr. Liu and any other person pursuant to which Mr. Liu was appointed as a director of the Company.  In addition, there is no family relationship between Mr. Liu and any director or executive officer of the Company. The Board deems Mr. Liu an “independent director” as defined by NASDAQ Rule 5605(a)(2).

 

In connection with his appointment, the Company entered into a director agreement with Mr. Liu (the “Agreement”) on July 4, 2023.  Under the terms of the Agreement, Mr. Liu will receive annual compensation in the amount of US$18,000 per year, plus reimbursement of expenses.  The Agreement imposes certain customary confidentiality and non-disclosure obligations on Mr. Liu customary for the agreements of this nature. The foregoing description is merely a summary of the Agreement and therefore does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

 

 

 

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.

 

	Intelligent Living Application Group Inc.
Date: July 7, 2023	By:	/s/ Bong Lau
	Name:	Bong Lau
	Title:	Chief Executive Officer

 

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Exhibit Index

 

Exhibit Number		Description
10.1		Director Agreement by and between Intelligent Living Application Group Inc. and Chun Fai (Kenneth) Liu dated July 4, 2023

 

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Exhibit 10.1

 

INTELLIGENT LIVING APPLICATION GROUP INC.

DIRECTOR AGREEMENT

 

This Director Agreement (the "Agreement' ') is made and entered into as of July 4, 2023 (the “Effective Date”), by and between Intelligent Living Application Group Inc., a Cayman Islands company (the "Company"), and Chun Fai (Kenneth) Liu, 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 ") and as the Chairman of the Nominating and Corporate Governance 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, 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 Nominating and Corporate Governance Committee and a member of the Audit Committee and the Compensation Committee of 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 US$18,000 per year for Director Services, service as Chairman of the Nominating and Corporate Governance Committee and a member of the Audit Committee and the Compensation Committee of 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").

 

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.        COVENAN TS 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 III 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.

 

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        Indemnification.  The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify and hold Director harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Director’s services to the Company, other than any such Losses incurred as a result of Director’s gross negligence or willful misconduct.  The Company shall, or shall cause a subsidiary thereof to, advance to Director any expenses, including attorney’s fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by Director in defense of any such proceeding shall be paid by the Company or applicable subsidiary in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on behalf of Director to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that Director is not entitled to be indemnified by the Company or any subsidiary thereof.

 

 

 

 

6.7        Insurance. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Director shall be covered by such policy or policies, in accordance with its or their terms. Upon reasonable request, the Company will provide to the Director copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations and endorsements, if applicable.

 

6.8        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.

 

6.9        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.

 

6.10      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)

 

 

 

 

lN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

Company:			Director:
Intelligent Living Application Group Inc.
By:	/s/Bong Lau		By:	/s/ Chun Fai (Kenneth) Liu
Name: Bong Lau, CEO			Name: Chun Fai (Kenneth) Liu
Address:			Address:
Unit 02, 5/F, Block A
Profit Industrial Building,
Kwai Fung Street, Kwai Chung,
N.T., Hong Kong

 

 

 

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