PT Pintec Technology Holdings Ltd

 

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 August 2023

 

Commission File Number: 001-38712

 

 Pintec Technology Holdings Limited

(Exact name of registrant as specified in its charter)

 

3rd Floor, No. 11 Building,
No. 109 Yard Tianjizhigu,
Jinghai 3rd Street, BDA, Beijing,
People’s Republic of China 

(Address of principal executive offices)

 

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 August 16, 2023, the Board of Directors (the “Board”) of Pintec Technology Holdings Limited (the “Company”) received a resignation letter from Ms. Xueping NING, a member of the Board and a member of the Board’s Audit Committee and Compensation Committees, effective on August 18, 2023. Ms. Ning’s resignation is due to her personal reason and not because of any disagreement with the Company, its management or its other directors.

 

On August 16, 2023, the Board appointed Mr. Dawei Chen as a member of the Board and a member of the Board’s Audit Committee and Compensation Committees, effective on August 18, 2023, to fill the vacancy following the resignation of Ms. Xueping NING.

 

Mr. Dawei Chen, age 50, has served as the Chief Financial Officer of Skillful Craftsman Education Technology Limited (Nasdaq: EDTK) since August 2021 and served as its Chief Strategy Officer from January 2021 to August 2021. Mr. Chen was the vice president of Wuhan Incar Technology Co. Ltd. from January 2018 to February 2020. Mr. Chen had served in several senior positions with leading multinational corporations and consulting firms, where he gained extensive experience in strategic planning and management consultancy. Over the past ten years, Mr. Chen focused on equity investment, with more than 20 successful IPOs and M&A transactions mainly in education, high-end manufacturing, IT infrastructure, Blockchain technology, and e-commerce. Additionally, Mr. Chen served as a senior consultant for several Chinese companies listed abroad and took key roles in financing advisory and investor relations. Mr. Chen holds a bachelor’s degree from Beijing University of Posts and Telecommunications (BUPT), a Master of Engineering degree from Beijing Jiaotong University (BJTU) and an MBA degree from Concordia University in Canada.

 

There are no arrangements or understandings between Mr. Chen and any other person pursuant to which Mr. Chen was appointed as a director of the Company.  In addition, there is no family relationship between Mr. Chen and any director or executive officer of the Company. The Board deems Mr. Chen 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. Chen (the “Agreement”) on August 18, 2023.  Under the terms of the Agreement, Mr. Chen shall receive from the Company a fee in the amount of $nil for each year of his director services.  The Agreement imposes certain customary confidentiality and non-disclosure obligations on Mr. Chen 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.

 

 

Exhibits Index

 

Exhibit No.		Description
10.1		Director Agreement by and Between Pintec Technology Holdings Limited and Dawei Chen dated August 18, 2023.

 

 

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.

 

Date: August 21, 2023

 

	Pintec Technology Holdings Limited
	By:	/s/ Zexiong Huang
	Name:	Zexiong Huang
	Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

PINTEC TECHNOLOGY HOLDINGS LIMITED
DIRECTOR AGREEMENT

 

This Director Agreement (the “Agreement”) is made and entered into on January August 18, 2023, by and between Pintec Technology Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Dawei CHEN, an individual with passport number EH9544*** (the “Director”).

 

I.            SERVICES

 

1.1 Board of Directors. The Director is appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of August 18, 2023, until the earlier of (i) the date on which the Director ceases to be a member of the Board for any reason or (ii) the date of termination of this Agreement in accordance with Section 5.2 hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as are nominated and elected pursuant to the then-current Memorandum and Articles of Association of the Company (the “Memorandum and Articles”).

 

1.2 Director Services. The Director’s services to the Company hereunder shall include service on the Board and service on the Audit/Compensation committees of the Board in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles, and such other services mutually agreed to by the Director and the Company (the “Director Services”).

 

II.            COMPENSATION

 

2.1 Expense Reimbursement. The Company shall reimburse the Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by the Director.

 

2.2 Director Compensation. The Director shall receive from the Company compensation as set forth on Exhibit A hereto.

 

2.3 Director and Officer Liability Insurance. The Company agrees to purchase, prior to the Effective Date, a policy of insurance with a reputable insurance company providing Director with coverage for losses incurred in lawsuits or other legal proceedings brought against the Director in connection with the Director Services.

 

2.4 No Other Compensation. Except for the compensation provided in this Section II, Director shall not be entitled to any other compensation, whether in cash or in kind, for the Director Services.

 

III.            DUTIES OF DIRECTOR

 

3.1 Fiduciary Duties. In fulfilling his/her responsibilities, the Director shall be charged with a fiduciary duty to the Company. The Director shall be attentive and inform himself/herself of all material facts regarding a decision before taking action. In addition, the Director’s actions shall be motivated solely by the best interests of the Company.

 

 

3.2 Confidentiality. During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director shall maintain in strict confidence all information he/she has obtained or shall obtain from the Company that the Company has designated as “confidential” or that 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 the Director outside of his/her relationship with the Company and its affiliates (the “Confidential Information”).

 

3.3 Nondisclosure and Nonuse Obligations. The Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. The Director will treat all Confidential Information of the Company with the same degree of care as the Director treats his/her own Confidential Information, and the Director will use his/her best efforts to protect the Confidential Information. The Director will not use the Confidential Information for his/her own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. The Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him/her, or of which he/she becomes aware, of the Confidential Information. The Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

 

3.4 Return of the Company Property. All materials furnished to the Director by the Company, whether delivered to the Director by the Company or made by the Director in the performance of any Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. The 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, the Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. The Director agrees to certify in writing that the Director has so returned or destroyed all such Company Property.

 

IV.            COVENANTS OF DIRECTOR

 

4.1 No Conflict of Interest. During the Term of this Agreement, the Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue the Director’s current affiliation or other current relationships with the entity or entities described on Exhibit B (all of which entities are referred to collectively as “Current Affiliations”). This Agreement is subject to the current terms and agreements governing the Director’s relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of the Director’s obligations to Current Affiliations. The Director represents that nothing in this Agreement conflicts with the Director’s obligations to Current Affiliations. A business entity shall be deemed to be “competitive with the Company” for purpose of this Article IV only if and to the extent it engages in the business substantially similar to the Company’s business. If the Director undertakes any duty, investment or other obligation that may present a conflict of interest prohibited under this Section 4.1, the Director shall inform the Board in advance. If the Board decides such proposed new obligation would present an actual conflict of interest prohibited hereunder and the Director still undertakes the new obligation, the Board shall have the right to remove the Director from the Board.

 

 

4.2 Noninterference with Business. During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director agrees not to interfere with the business of the Company in any manner outside of the scope of the Director’s duties as a director of the Company. By way of example and not of limitation, the Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his/her/its employment, contractual or other relationship with the Company.

 

V.            TERM AND TERMINATION

 

5.1 Term. This Agreement is effective as of the Effective Date as provided for in Section 1.1 above and will continue until the Expiration Date (the “Term”).

 

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 as either party may specify in writing.

 

  

6.4 Governing Law. This Agreement shall be governed in all respects by the laws of the Cayman Islands.

 

6.5 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.

 

6.6 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 the Director for the Company.

 

6.7 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

 

6.8 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.

 

[The remainder of this page is intentionally left blank.]

 

 

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

 

Company:	PINTEC TECHNOLOGY HOLDINGS LIMITED
Address:
3rd Floor, No.11 Building, No.109 Yard
Tianjizhigu, Jinghai 3rd Street,
BDA, Beijing,	By:	/s/ Huang Zexiong
People’s Republic of China	Name:	Huang Zexiong
	Title:	Director and Chief Executive Officer
Director:
Address:***，Guangdong, People’s Republic of China	By:	/s/ Dawei CHEN
	Name:	Dawei CHEN

 

 

EXHIBIT A

 

Compensation

 

Fees to Director. The Director shall receive from the Company a fee in the amount of US$ Nil for each year of the Director Services on an annual basis until the Expiration Date.

 

 

EXHIBIT B

 

Director’s Current Affiliations

 

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