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 April 2022

 

Commission File Number: 001-39803

 

Meiwu Technology Co. Ltd.

(Translation of registrant’s name into English)

 

B401, 4th Floor Building 12, Hangcheng Street,

Hourui No. 2 Industrial District,

Shenzhen, People’s Republic of China

Telephone: +86-755-85255139

(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): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 
 

 

Departure of Director

 

On April 7, 2022, Ms. Yuanqin Li, an independent director of Meiwu Technology Co. Ltd.’s (the “Company”), chairperson of the nomination and corporate governance committee of the board of directors of the Company (the “Board”), member of the compensation committee and audit committee of the Board, resigned from her positions due to personal reasons, effective immediately. The resignation was not a result of any disagreements between Ms. Li and the Company on any matter related to the operations, policies, or practices of the Company.

 

Appointment of Director and Officer

 

Effective on April 7, 2022, the Board appointed Ms. Jinfeng He as an independent director of the Board, chairperson of the nomination and corporate governance committee, a member of the compensation committee and audit committee of the Board to fill the vacancies created by Ms. Yuanqin Li’s resignation. The biographical information of Ms. Jinfeng He is set forth below.

 

Ms. Jinfeng He, age 56, has more than 20 years of experience in team leadership and financial management. From August 2019 to December 2021, Ms. He served as the regional general manager of Zhongcheng Guoxing Mianyang Branch, which provides a series of information system integration services, network technology services, software development, technical consulting, technology promotion and Internet sales functions. From November 2015 to June 2019, Ms. He served as the general manager of China Huaxia Life Insurance Company. Ms. He obtained her bachelor’s degree in accounting from Sichuan Mianyang School of Finance and Economics in 1989.

 

In connection with her appointment as a director, the Company and Ms. He signed an offer letter on April 7, 2022. Pursuant to the offer letter, Ms. He will receive an annual director fee $15,000 in cash, payable quarterly and be reimbursed for reasonable expenses incurred in the performance of her duties.

 

The foregoing description of the principal terms of the offer letter with Ms. He is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the offer letter with Ms. He attached hereto as Exhibit 10.1, which is incorporated herein by this reference.

 

Ms. He does not have a family relationship with any other director or officer of the Company as defined in Item 401 of Regulation S-K.

 

Exhibits

 

Exhibit No.   Description
     
10.1   Offer Letter, dated April 7, 2022

 

 
 

 


SIGNATURE

 

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.

 

  Meiwu Technology Co. Ltd.
     
  By: /s/ Xinliang Zhang
    Xinliang Zhang
    Chief Executive Officer
     
Date: April 11, 2022    

 

 

 

Exhibit 10.1

 

Meiwu Technology Company Limited

 

B401, 4th Floor Building 12, Hangcheng Street

Hourui no. 2 Industrial District

Southern Section, Zhichuang Juzhen Double Creative Park

Baoan District, Shenzhen, Peoples Republic of China

 

April 07. 2022

 

Dear Ms. He,

 

Following our recent discussions, I am pleased to confirm my invitation to you to join the board of directors (the “Board”) of Meiwu Technology Company Limited (the “Company”) as a Non-executive Director with effect from April 7th, 2022.

 

You agree to perform your responsibilities as a director in good faith and in accordance with applicable law, the organizational documents of the Company and other policies and procedures applicable to such services. The Company’s Board will appoint you as a Non-executive Director effective the date of April 07th, 2022, whichever is the Effective Date. The continuation of your appointment is contingent on re-election at forthcoming annual stockholders meeting.

 

You will not be employed by the Company and will be free to pursue your other interests. We ask that you please disclose these interests to our Corporate Counsel so that the Company can identify any appearance of conflict arising from our activities that may in the future intersect with yours. In addition, we ask that you comply with any other requirements related to service on other boards of directors that may be included in our organizational documents or Corporate Governance Guidelines. We expect that you will be considered to be an independent Non-executive Director and will be identified as such in the Proposal of the General Meeting of Shareholders and other documentation. If circumstances change, and you believe that your independence may be in doubt, please discuss this with our Corporate Counsel.

 

Confidentiality

 

In your role as Non-executive Director, you will have access to confidential information about the Company and its clients and you agree to apply the highest standards of confidentiality and, except in the proper performance of your services, not to use or disclose to any person confidential information during your appointment or thereafter. In addition, you agree to comply with those provisions of the Company’s Code of Ethics and other policies applicable to Non-executive Directors.

 

On termination of your appointment, you will deliver to the Company all books, documents papers and other property of or relating to the business of the Company which are in your possession custody or power by virtue of your position as a Non-executive Director of the Company.

 

 
 

 

Committees

 

In connection with your appointment, you and the board have agreed that you will serve as a member of the Compensation Committee and Audit Committee and the Chairman of Nominating Committee. Compensation associated with committee service is addressed in the remuneration section of this appointment letter.

 

Remuneration

 

The Company’s Non-executive Director compensation program is described generally below. The Board or the applicable committee reserves the right to adjust the remuneration of directors from time to time.

 

In consideration of your services and in accordance with the Company’s compensation arrangements for Non-executive Directors you will receive annual cash compensation of $15,000, payable quarterly in advance on the first business day of each calendar quarter. Your first cash compensation payment on the Effective Date will likely comprise a pro-rata amount from the Effective Date through to the end of the relevant calendar quarter and thereafter quarterly payments in advance of each calendar quarter.

 

Further, in addition to cash compensation, you may be entitled to receive restricted ordinary shares and/or options to purchase to same on such terms and conditions as may be determined at a later date.

 

Expenses

 

The Company will reimburse you for reasonable and properly documented expenses incurred in performing your duties provided such expenses are pre-approved by the Company.

 

Non-Competition

 

You agree and undertake that you will not, so long as you are a member of the board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, 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 have no active role in the publicly owned company as director, employee, consultant or otherwise.

 

(the end)

 

 
 

 

We look forward to your participation on the Board of Meiwu Technology Company Limited

 

  Sincerely,
   
  /s/ Xinliang Zhang
  Xinliang Zhang
  Chief Executive Officer

 

I, Jinfeng He, accept the offer as stated above

 

Signature:

 

/s/ Jinfeng He  
   
Date: April 7th, 2022