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
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
Pintec Technology (NASDAQ:PT)
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Pintec Technology (NASDAQ:PT)
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