UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): August 25, 2017 (August 24, 2017)

 

National Art Exchange, Inc.

( Formerly Known as Tianhe Union Holdings Limited)

(Exact name of registrant as specified in its charter)

 

Nevada   333-199967   45-4077653
(State or other jurisdiction 
of incorporation)
  (Commission File Number)   (IRS Employer 
Identification No.)

 

200 Vesey Street, 24Fl, Unit 24196

New York NY 10080

(Address of Principal Executive Offices)

 

+646-512-5855

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

Effective August 24, 2017, Qiliang Zheng resigned as the President, Chief Executive Officer (“CEO”) and the chairman (the “Chairman”) of Board of Directors (the “Board”) of National Art Exchange, Inc., a Nevada corporation (the “Company”). The Board accepted his resignation. The resignation was not a result of any disagreement with the Company on matters relating to its operations, policies or practices.

 

Effective August 24, 2017, Mr. Qingxi Meng was appointed to serve as the President, the CEO, and the Chairman of the Company. There is no arrangement or understanding between Mr. Meng and any other persons pursuant to which he was appointed as the President, the CEO, and the Chairman of the Company.

 

Biographical information of Mr. Meng is as follows:

 

Mr. Meng, age 27, has served as the manager assistant of Soooner Technology from December 2014 to August 2016. Soooner Technology is a high-tech company focusing on the development of HD video network. From October 2013 to January 2015, Mr. Meng served as a self-employed overseas purchasing agent. From July 2012 to September 2013, Mr. Meng served as the project manager assistant of MLA Technology Group, an information technology company. Mr. Meng obtained a bachelor degree in Accounting from Queens College in New York.

 

Mr. Meng does not have any family relationship with any director or executive officer of the Company and has not been 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. Meng has entered into an executive officer agreement (the “Meng Offer Letter”) with the Company, which sets his annual compensation at $40,000 per year and establishes other terms and conditions governing his service as the President, CEO and the Chairman of the Company. The Meng Offer Letter is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1. 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

   

10.1 Executive Officer and Director Offer Letter, dated August 24, 2017, by and between the Company and Qingxi Meng.

 

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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 hereunto duly authorized.

 

  National Art Exchange, Inc.
     
Date: August 25, 2017 By: /s/ Qiliang Zheng
  Name: Qiliang Zheng
  Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

 

NATIONAL ART EXCHANGE, INC.

200 Vesey Street, 24Fl, Unit 24196

New York NY 10080

+646-512-5855

 

 

August 24, 2017

 

Mr. Qingxi Meng

200 Vesey Street, 24Fl, Unit 24196

New York NY 10080

 

Re: Executive Officer and Director Offer Letter

 

Dear Mr. Meng,

 

National Art Exchange, Inc., a Nevada corporation (the “ Company ”), is pleased to offer you a position as its President, Chief Executive Officer (“ CEO ”) and the Chairman of the board of the directors of the Company (the “ Chairman ”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation in the management. Should you choose to accept this position as the President, CEO and the Chairman, this letter agreement (the “ Agreement ”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

 

1.             Term .   This Agreement is effective upon your acceptance and signature below. Your term as President, CEO and the Chairman shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified.  The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

 

2.             Services .   During the term of this Agreement, you shall render services as the President, CEO and the Chairman and have such duties, authority, and responsibility as shall be determined from time to time by the board of directors of the Company (the “ Board ”), which duties, authority, and responsibility are consistent with the position of President, CEO and the Chairman (hereinafter your “ Duties ”).

 

3.             Compensation .   As compensation for your services to the Company, you will receive $40,000 in cash per year for serving as the President, CEO and the Chairman starting from August 24, 2017, which shall be paid to you quarterly in arrears as determined by the Company.

 

You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

 

4.           [ Intentionally left blank]

 

5.             No Assignment .   Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

 

6.             Confidential Information; Non-Disclosure .   In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

 

a.             Definition .   For purposes of this Agreement the term “Confidential Information” means:

 

i.            Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or 

 

ii.           Any information which is related to the business of the Company and is generally not known by non-Company personnel.

 

iii.          Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

 

 

 

 

b.             Exclusions .   Notwithstanding the foregoing, the term Confidential Information shall not include:

 

i.             Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

 

ii.            Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

 

iii.           Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

 

c.             Documents .   You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same.  You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 9 herein.

 

d.             Confidentiality .   You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company.  You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. 

 

e.             Ownership .   You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “ Inventions” ) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

 

7.             Non-Competition .  You agree and undertake that you will not, so long as you are the President, CEO and the Chairman and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates;  provided however , that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.   

 

8.              Non-Solicitation .   So long as you are the President, CEO and the Chairman and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

  

9.              Termination and Resignation .   Your position as the President, CEO and the Chairman may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your position as the President, CEO and the Chairman may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your position as the President, CEO and the Chairman for any or no reason by delivering your written notice of resignation to the Company (“ Resignation ”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled. 

 

10.           Governing Law .   All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

 

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11.           Entire Agreement; Amendment; Waiver; Counterparts .   This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

  

12.          Indemnification .  The Company shall, to the maximum extent provided under applicable law, indemnify and hold you 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, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct.  The Company shall advance to you any expenses, including reasonable attorneys’ 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 you in defense of any such proceeding shall be paid by the Company 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 your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

 

13.           Not an Employment Agreement .    This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

 

14.           Acknowledgement .    You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of any questions arising under this Agreement.

 

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

  

AGREED AND ACCEPTED:

 

/s/ Qingxi Meng  
Name: Qingxi Meng  

 

 

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