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 January 2024
Commission
File Number: 001-41444
Intelligent
Living Application Group Inc.
Unit
2, 5/F, Block A, Profit Industrial Building
1-15
Kwai Fung Crescent, Kwai Chung
New
Territories, Hong Kong
(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:
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
January 15, 2024, the Board of Directors (the “Board”) of Intelligent Living Application Group Inc. (the “Company”)
approved the increase in the size of the Board of Directors from five members to seven members. At the same time, the Board appointed
two new members to serve on the Board: Mr. Wing Hang (Henry) Yeung and Mr. Bun Lau, who currently serves as the Chief Operating Officer
of the Company. The new members of the Board were appointed to fill the vacancies created by the increase in size of the Board and will
remain on the Board until their successors have been duly elected and qualified.
Mr.
Wing Hang (Henry) Yeung, age 40, has more than 19 years of management experience. Mr. Yeung has served as vice chairman and general
manager of Jewellery City Group, a retail company of luxury jewelleries and watches, since 2004. Mr. Yeung has also served
as the director of Green World Technology Ltd., a company developing environmental protection technologies, since 2017. There is
no family relationship between Mr. Yeung and any director or executive officer of the Company. The Board deems Mr. Yeung an “independent
director” as defined by NASDAQ Rule 5605(a)(2).
Mr.
Bun Lau, age 43, has served as the Chief Operating Officer of the Company since June 1, 2020 and he was a director of the
Board from July 17, 2019 to May 24, 2022. Mr. Lau joined the Company in 2005 and has over 15 years of working experience in the door
security hardware industry. Mr. Bun Lau is the brother of Mr. Bong Lau, the Chairman of the Board and Chief Executive Officer of the
Company. Mr. Lau is primarily responsible for the business development and product sales strategy. He is also responsible for the corporate
strategies of the Company and the overall administrative management process. Prior to joining the Company, he worked at Citic Ka Wah
Bank and was responsible for reviewing credit limits, acceptable levels of risk, terms of payment and enforcement actions with customers
from 2003 to 2004. Mr. Lau graduated from The University of Alberta in Canada majoring in Decision Information System and Management
in 2003.
There
are no arrangements or understandings between the two new directors and any other person pursuant to which they were appointed as the
directors of the Board. In connection with his appointment,
the Company entered into a director agreement with Mr. Yeung (the “Agreement”) on January 15, 2024. Under the terms of the
Agreement, Mr. Yeung will receive a compensation in the amount of US$1,500 per month, plus reimbursement of expenses. The Agreement imposes
certain customary confidentiality and non-disclosure obligations on Mr. Yeung 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.
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.
| |
Intelligent
Living Application Group Inc. |
| |
|
| Date:
January 19, 2024 |
By: |
/s/
Bong Lau |
| |
Name: |
Bong
Lau |
| |
Title: |
Chief
Executive Officer |
Exhibit
Index
Exhibit
10.1
INTELLIGENT
LIVING APPLICATION GROUP INC.
DIRECTOR
AGREEMENT
This
Director Agreement (the “Agreement”) is made and entered into as of January 15, 2024 (the “Effective Date”),
by and between Intelligent Living Application Group Inc., a Cayman Islands company (the “Company”), and Mr. Wing Hang (Henry)
Yeung, an individual (the “Director”).
1.1 Board
of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board”). Director
agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board and serve as a director
so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Memorandum and Articles
of Association, and any applicable stockholders’ agreement of the Company and until such time as he resigns, fails to stand for
election, fails to be elected by the stockholders of the Company or is removed from his position. Director may at any time and for any
reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation
of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.
1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the
business of the Company in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles of
Association and Bylaws of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by
Director and the Company (the “Director Services”).
1.3 Member
of Committees. Director agrees to serve on the committees of the Board if he is so appointed by the Board. The Company and the Director
acknowledge that all official appointments to committees of the Board are made by the Board.
1.4 Expiration
Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date on which Director
ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by the stockholders
of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.
2.1 Expense
Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection
with the Director Services rendered by Director.
2.2 Fees
to Director. The Company agrees to pay Director a fee of US$1,500 per month for Director Services. The fee to the Director shall
be paid by the Company quarterly.
| III. |
CONFIDENTIALITY AND NONDISCLOSURE |
3.1 Confidentiality.
During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director shall maintain in strict confidence
all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which
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 Director
outside of this relationship with the Company (the “Confidential Information”).
3.2 Nondisclosure
and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the benefit of the Company
hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential
Information, and Director will use his best efforts to protect the Confidential Information. Director will not use the Confidential Information
for his own benefit or the benefit of any other person or entity, except as being specifically permitted in this Agreement. Director
will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of
the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential
Information.
3.3 Return
of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by
Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive
property of the Company. 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, Director agrees to promptly
deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees
to certify in writing that Director has so returned or destroyed all such Company Property.
| IV. |
COVENAN TS OF DIRECTOR |
4.1 No
Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall
not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm, partnership,
corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake any obligation
inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with Director’s obligations to
his current affiliation or other current relationships with the entity or entities. A business shall be deemed to be “competitive
with the Company” for purpose of this Article IV if and to the extent it engages in the business substantially similar to the Company’s
businesses described in its annual report. The ownership by the Director of not more than 5% of a corporation, partnership or other enterprise
shall not constitute a violation hereof.
4.2 Noninterference
with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees not
to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit
or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or its employment,
contractual or other relationship with the Company.
5.
1 Term. This Agreement is effective as of the date first written above and will continue until the Expiration
Date.
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.
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 s either party may specify in writing.
6.4 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.
6.5 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 Director for the Company.
6.6 Indemnification.
The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify and hold Director 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, Director’s services
to the Company, other than any such Losses incurred as a result of Director’s gross negligence or willful misconduct. The Company
shall, or shall cause a subsidiary thereof to, advance to Director any expenses, including attorney’s 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 Director
in defense of any such proceeding shall be paid by the Company or applicable subsidiary 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 behalf of Director to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment
or settlement that Director is not entitled to be indemnified by the Company or any subsidiary thereof.
6.7 Insurance.
The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of insurance providing the officers and directors of the Company with coverage for losses incurred in connection
with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.
To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance,
the Director shall be covered by such policy or policies, in accordance with its or their terms. Upon reasonable request, the Company
will provide to the Director copies of all directors’ and officers’ liability insurance applications, binders, policies,
declarations and endorsements, if applicable.
6.8 Amendments.
This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein
may not be altered, supplemented or interpreted by any course of dealing or practices.
6.9 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.
6.10 Governing
Law. Any disputes arising from or in connection with this Agreement, and the rights and obligations of the parties hereunder, shall
be determined in accordance with the law of Cayman Islands applicable to agreements made and to be performed entirely in Cayman Islands.
(Signature
pages to follow)
lN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Intelligent
Living Application Group Inc.
| By:
|
/s/
Bong Lau |
|
By: |
/s/
Wing Hang (Henry) Yeung |
| Name:
|
Bong
Lau, CEO |
|
Name: |
Wing
Hang (Henry) Yeung |
| Address: |
|
Address: |
Unit
02, 5/F, Block A
Profit
Industrial Building,
Kwai
Fung Street, Kwai Chung,
N.T.,
Hong Kong
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