Full Press Release Details
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"),
is entered into as of [06/10/2025] (the "Effective Date"), by and between Hong Kong Pharma Digital Technology Holdings
Limited, a Cayman Islands exempted company (the "Company") and Chenyu Liang, an individual (the "Executive").
Except with respect to the direct employment of the Executive by the Company, the term "Company" as used herein with respect
to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and variable interest
entity (collectively, the "Group").
WHEREAS, the Company desires to employ the Executive
as its Chief Executive Officer, and member of the board of directors and to assure itself of the services of the Executive during the
term of Employment (as defined below); and
WHEREAS, the Executive desires to be employed by the Company as its
Chief Executive Officer and member of the board of directors during the term of Employment and upon the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual
promises set forth in this Agreement, the parties agree as follows:
The Executive hereby accepts the position of Chief Executive Officer
and member of the board of directors (the "Employment") of the Company.
Subject to the terms and conditions of this Agreement, the initial
term of the Employment shall be [one] years commencing on the Effective Date, unless terminated earlier pursuant to the terms of this
Agreement. The Employment will be renewed automatically for additional one terms if neither the Company nor the Executive provides a notice
of termination of the Employment to the other party within thirty (30) days prior to the expiration of the applicable term.
The Executive hereby represents to the Company
that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of his duties hereunder shall
not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise
bound except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any;
(ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any
other person or entity which would prevent, or be violated by, the Executive from entering into this Agreement or carrying out his duties
hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any
other person or entity except for other member(s) of the Group, as the case may be.
The Executive will be based in [Shenzhen City]. The Company reserves
the right to transfer or second the Executive to any location in China or elsewhere in accordance with its operational requirements.
(i) For Cause. The Company may
terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required
by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
Upon termination for "cause",
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive's right
to all other benefits will terminate, except as required by any applicable law.
(ii) For Death and Disability.
The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically
required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
Upon termination for death or disability,
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive's right
to all other benefits will terminate, except as required by any applicable law.
(iii) Without Cause. The Company
may terminate the Employment without cause, at any time, upon thirty (30) days' prior written notice. Upon termination without cause,
the Company shall provide the following severance payments and benefits to the Executive: a cash payment of three months of the Executive's
base salary as of the date of such termination.
Upon termination without cause, the
Executive shall also be entitled to the amount of base salary earned and not paid prior to termination.
In order to be eligible for, and as
a condition precedent for the payment of, the severance payments and benefits under this Section 7(a)(iii), the Executive must execute
and deliver to the Company a general release of the Company and all members of the Group and their affiliates in a form reasonably satisfactory
(iv) Change of Control Transaction.
If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all
of the assets of the Company with or to any other individual(s) or entity (the "Change of Control Transaction"), the
Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal
to three months of the Executive's base salary at a rate equal to the greater of his annual salary in effect immediately prior to
the termination, or his then current annual salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated
amount of his target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits
under the Company's health plans for three months following the termination; and (4) immediate vesting of 100% of the then-unvested
portion of any outstanding equity awards held by the Executive.
In order to be eligible for, and as
a condition precedent for the payment of, the severance payments and benefits under this Section 7(b), the Executive must execute and
deliver to the Company a general release of the Company and all members of the Group and their affiliates in a form reasonably satisfactory
This Section 8 shall survive the termination of
this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek remedies permissible
under applicable law.
The Executive hereby agrees that, during the term
of his employment with the Company, he will not engage in any other employment, occupation, consulting or other business activity related
to the business in which the Company is now involved or becomes involved during the term of the Executive's employment, nor will
the Executive engage in any other activities that conflict with his obligations to the Company without the prior written consent of the
In consideration of the salary paid to the Executive
by the Company, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination
of the Employment for whatever reason:
The provisions contained in Section 10 are considered
reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such
provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area
of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.
This Section 10 shall survive the termination
of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no
adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for
specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or
any applicable member of the Group shall have right to seek all remedies permissible under applicable law.
The Company shall, to the maximum extent provided
under applicable law, indemnify and hold the Executive harmless from and against any expenses, including reasonable attorneys' fees,
judgments, fines, settlements and other legally permissible amounts ("Losses"), incurred in connection with any proceeding
arising out of, or related to, his performance of the Employment, other than any such Losses incurred as a result of the Executive's
fraud, willful default, gross negligence or willful misconduct. The Company shall advance to the Executive 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 the Executive 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 the Executive or on his behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that the Executive is not entitled to be indemnified by the Company.
Notwithstanding anything else herein to the contrary,
the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant
to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant
to any applicable law or regulation.
This Agreement is personal in its nature and neither