Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023

Commission File Number 001-35755

BIT BROTHER LIMITED

(Translation of registrant’s name into English)

15/F, Block A, Kineer Business Centre

53 Binjiang Road, Yuelu District

Changsha, Hunan Province, China 410023

(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 ☒ Form 40-F ☐

Change of CFO

On August 1, 2023, Ms. Diyu Jiang (“Ms. Jiang”) notified Bit Brother Limited (the “Company”) of her resignation as the chief financial officer (“CFO”) of the Company and as the chairwoman of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, effective August 1, 2023. Ms. Jiang has advised that her resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Ms. Jiang will remain as an independent director of the board of directors (the “Board”) of the Company.

To fill in the vacancy created by the resignation of Ms. Jiang as the CFO of the Company, on August 1, 2023, the Nominating Committee of the Board recommended, and the Board appointed, Ms. Lingyun Li (“Ms. Li”) to serve as the new CFO of the Company, effective August 1, 2023.

Ms. Li, age 33, has demonstrated financial expertise, project management skills, and effective leadership in various organizations and industries throughout her career. She is currently serving as the Head of Finance Department at Bit Brother Limited since June 2022, where she leads various financial initiatives, including project investment and financing, internal control, and fund management. Previously, she held the same role at Changsha Jingyi Pharmaceutical Technology Co. from September 2020 to May 2022, leading B+ round financing and IPO, as well as new drug research and development. She also established management reporting mechanisms and financial BP systems during her tenure. From January 2016 to August 2020, she served as the Head of Finance Department at Hunan Tianjiao Technology Co., where she led the financial standardization model building, project investment and financing, while concurrently managed the Yumo e-commerce platform. Prior to that, she also served as a financial supervisor at China Electronics Group 11^th Design Institute from May 2014 to January 2016, and as accounting and departmental assistant at Zoomlion Heavy Industry Co., Ltd from May 2011 to May 2014. Ms. Li obtained her bachelor’s degree from Hunan University, specializing in financial management.

There are no family relationships between Ms. Li and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Ms. Li and any other person pursuant to which she was appointed as the Company’s chief financial officer. Additionally, there have been no transactions in the past two years to which the Company or any of its subsidiaries or affiliates was or is to be a party, in which Ms. Li had, or will have, a direct or indirect material interest.

Ms. Li entered into an employment agreement with the Company, which establishes certain terms and conditions governing her service to the Company. The employment agreement is qualified in its entirety by reference to the complete text of the employment agreement, which is filed hereto as Exhibit 99.1.

Change of Directors

Resignation of Ms. Yi and Appointment of Ms. Jiang

On August 1, 2023, Ms. Jing Yi (“Ms. Yi”) notified the Company of her resignation as an independent director, the chairwoman of the audit committee (the “Audit Committee”), and a member of the Nominating Committee and the compensation committee (the “Compensation Committee”), effective August 1, 2023. Ms. Yi has advised that her resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

To fill in the vacancy created by the resignation of Ms. Yi, on August 1, 2023, the Nominating Committee recommended, and the Board appointed, Ms. Jiang to serve as an independent director of the Company, effective August 1, 2023. Ms. Jiang will also serve as the chairwoman of the Audit Committee, and the member of the Nominating Committee and the Compensation Committee.

Ms. Jiang served as the Company’s chief financial officer from May 11, 2021 to July 31, 2023, and as the Company’s executive director from April 26, 2021 to July 31, 2023. She has been serving as the General Manager of Changsha Hengchuan Financial Consulting Limited since January 2020. From January 2015 to December 2019, Ms. Jiang served as an auditor at Changsha Zhichao United CPA Firm. She also served as a Treasurer at Hunan Sports Industry Group from September 2012 to December 2014. Ms. Jiang holds a bachelor’s degree in accounting from Xiangtan University and is a certified public accountant in the People’s Republic of China.

There are no family relationships between Ms. Jiang and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Ms. Jiang and any other person pursuant to which she was appointed as an independent director.

Ms. Jiang entered into a director offer letter with the Company, which establishes certain terms and conditions governing her service to the Company. The offer letter is qualified in its entirety by reference to the complete text of the offer letter, which is filed hereto as Exhibit 99.2.

Resignation of Mr. Song and Appointment of Mr. Liao

On August 1, 2023, Mr. Yunfei Song (“Mr. Song”) notified the Company of his resignation as a director of the Company, effective August 1, 2023. Mr. Song has also advised that his resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

To fill in the vacancy created by the resignation of Mr. Song as an independent director of the Company, on August 1, 2023, the Nominating Committee of the Board of the Company recommended, and the Board appointed, Mr. Zhihua Liao (“Mr. Liao”) to serve as an independent director of the Company, effective August 1, 2023. Mr. Liao will also serve as the chairman of the Nominating Committee, and a member of the Audit Committee and Compensation Committee

Mr. Liao, age 32, has years of experience in the investment and digital technology industry and has held various managerial positions throughout his career. He has a proven track record in leading and managing companies in different sectors. Since January 2022, Mr. Liao has served as the General Manager at Bit Brother Limited. In this role, he oversees the overall operations and strategic direction of the company. Prior to that, from January 2021 to January 2022, Mr. Liao served as the Chief Executive Officer at Shenzhen Huayuan Net Reserve Investment Co., Ltd., where he played a key role in driving innovation and fostering collaboration in the intelligent energy center. From June 2018 to December 2021, Mr. Liao held the position of General Manager of the Investment and Finance department at Guangyin Group (Shenzhen) Co., a digital technology company. During his tenure, he played a crucial role in driving the company’s fund raising, client maintenance, financial performance and strategic initiatives. From July 2013 to June 2018, Mr. Liao served as the Managing Director at China Investment Bank (Shenzhen) Investment Co. In this capacity, he provided leadership and guidance to the organization, supervised the company’s accounting process and the standardization of accounting content, and oversaw various aspects of the business.

There are no family relationships between Mr. Liao and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Liao and any other person pursuant to which he was appointed as a director.

Mr. Liao entered into a director offer letter with the Company, which establishes certain terms and conditions governing his service to the Company. The offer letter is qualified in its entirety by reference to the complete text of the offer letter, which is filed hereto as Exhibit 99.3.

Appointment of Bit Brother NY’s CEO

To fill in the vacancy created by the resignation of Mr. Ralph Leslie Jones as the chief executive officer of Bit Brother New York Inc. (“Bit Brother NY”), a wholly owned subsidiary of the Company on May 26, 2023, the Nominating Committee of the Board of the Company recommended, and the Board appointed, Ms. Li to serve as the chief executive officer of Bit Brother NY, effective August 1, 2023.

There are no family relationships between Ms. Li and any director or executive officer of the Company’s subsidiary. To the best knowledge of the Company, there is no understanding or arrangement between Ms. Li and any other person pursuant to which she was appointed as Bit Brother NY’s CEO. Additionally, there have been no transactions in the past two years to which Bit Brother NY or any of its subsidiaries or affiliates was or is to be a party, in which Ms. Li had, or will have, a direct or indirect material interest.

Bit Brother NY entered into an employment agreement with Ms. Li, which establishes certain terms and conditions governing her service to Bit Brother NY. The employment agreement is qualified in its entirety by reference to the complete text of the document, which is filed hereto as Exhibits 99.4.

Directors and Senior Management

Following the foregoing changes, our current directors and executive officers as of the date of this Form 6-K are as follows:

Name		Position
Xianlong Wu		Chief Executive Officer and Chairman of the Board
Lingyun Li		Chief Financial Officer
Diyu Jiang		Independent Director
Zhihua Liao		Independent Director
Anatoly Danilitskiy		Independent Director

Our Board committee composition as of the date of this Form 6-K is as follows:

	Audit Committee	Nominating Committee	Compensation Committee
Diyu Jiang	Chairwoman	Member	Member
Zhihua Liao	Member	Chairman	Member
Anatoly Danilitskiy	Member	Member	Chairman

EXHIBIT INDEX

Exhibit No.		Description

99.1		Employment Agreement, dated August 1, 2023, by and between Ms. Li and the Company
99.2		Director Offer Letter, dated August 1, 2023, by and between Ms. Jiang and the Company
99.3		Director Offer Letter, dated August 1, 2023, by and between Mr. Liao and the Company
99.4		Employment Agreement, dated August 1, 2023, by and between Ms. Li and Bit Brother NY

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.

	Bit Brother Limited

Date: August 2, 2023	By:	/s/ Xianlong Wu
	Name:	Xianlong Wu
	Title:	Chairman and Chief Executive Officer (Principal Executive Officer)

Exhibit 99.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 1, 2023 (the “Effective Date”), by and between Bit Brother Limited incorporated under the laws of the British Virgin Islands (the “Company”), and Lingyun Li, an individual (the “Chief Financial Officer (CFO)”). Except with respect to the direct employment of the CFO by the Company, the term “Company” as used herein with respect to all obligations of the CFO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

RECITALS

A. The Company desires to employ Lingyun Li as its CFO and to assure itself of the services of the CFO during the term of Employment (as defined below).

B. Lingyun Li desires to be employed by the Company as its CFO during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1.	POSITION

Lingyun Li hereby accepts a position of CFO (the “Employment”) of the Company.

TERM

Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be five 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-year terms if neither the Company nor the CFO provides a notice of termination of the Employment to the other party or otherwise proposes to re-negotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable term.

3.	DUTIES AND RESPONSIBILITIES

(a)

The CFO’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).

(b)

The CFO shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation and Bylaws of the Company, as amended and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.

(c)

The CFO shall use his best efforts to perform his duties hereunder. The CFO shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the CFO from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares and securities. The CFO shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

4.	NO BREACH OF CONTRACT

The CFO hereby represents to the Company that: (i) the execution and delivery of this Agreement by the CFO and the performance by the CFO of the CFO’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the CFO is a party or otherwise bound, except for agreements entered into by and between the CFO and any member of the Group pursuant to applicable law, if any; (ii) that the CFO 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 CFO entering into this Agreement or carrying out his duties hereunder; (iii) that the CFO 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.

5.	INTENTIONALLY OMITTED

6.	COMPENSATION AND BENEFITS

(a)

Base Salary. The CFO shall have a nominal salary of US$1 per year and such compensation is subject to annual review and adjustment by the Board.

(b)

Bonus. The CFO shall be eligible for Bonuses determined by the Board.

(c)

Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the CFO will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board.

(d)

Benefits. The CFO is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.

(e)

Expenses. The CFO shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the CFO in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies and procedures.

7.	TERMINATION OF THE AGREEMENT

(a)

By the Company.

(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:

(1) the CFO is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,

(2) the CFO has been grossly negligent or acted dishonestly to the detriment of the Company,

(3) the CFO has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the CFO is afforded a reasonable opportunity to cure such failure; or

(4) the CFO violates Section 8 or 10 of this Agreement.

Upon termination for cause, the CFO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the CFO will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the CFO’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:

(1) the CFO has died, or

(2) the CFO has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the CFO unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

Upon termination for death or disability, the CFO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the CFO will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the CFO’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 one-month prior written notice. Upon termination without cause, the Company shall provide the following severance payments and benefits to the CFO: (1) a lump sum cash payment equal to 12 months of the CFO’s base 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, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the CFO.

Upon termination without, the CFO shall be entitled to the amount of base salary earned and not paid prior to termination.

(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 CFO shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the CFO’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her 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 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the CFO.

(b)

By the CFO. The CFO may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there is a material reduction in the CFO’s authority, duties and responsibilities, or (2) there is a material reduction in the CFO’s annual salary. Upon the CFO’s termination of the Employment due to either of the above reasons, the Company shall provide compensation to the CFO equivalent to 12 months of the CFO’s base salary that he is entitled to immediately prior to such termination. In addition, the CFO may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board.

(c)

Notice of Termination. Any termination of the CFO’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

8.	CONFIDENTIALITY AND NON-DISCLOSURE

(a)

Confidentiality and Non-disclosure. The CFO hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The CFO understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the CFO by or obtained by the CFO from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the CFO.

(b)

Company Property. The CFO understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to inspection by the Company at any time. Upon termination of the CFO’s employment with the Company (or at any other time when requested by the Company), the CFO will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the CFO have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information.

(c)

Former Employer Information. The CFO agrees that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the CFO has an agreement or duty to keep in confidence information acquired by CFO, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The CFO will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

(d)

Third Party Information. The CFO recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The CFO agrees that the CFO owes the Company and such third parties, during the CFO’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.

This Section 8 shall survive the termination of this Agreement for any reason. In the event the CFO breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.

9.	CONFLICTING EMPLOYMENT.

The CFO hereby agrees that, during the term of his employment with the Company, he or she 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 CFO’s employment, nor will the CFO engage in any other activities that conflict with his obligations to the Company without the prior written consent of the Company.

10.

NON-COMPETITION AND NON-SOLICITATION

In consideration of the salary paid to the CFO by the Company and subject to applicable law, the CFO agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

(a)

The CFO will not approach clients, customers or contacts of the Company or other persons or entities introduced to the CFO in the CFO’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;

(b)

The CFO will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and

(c)

The CFO will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.

The provisions contained in Section 10 are considered reasonable by the CFO and the Company. 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 CFO breaches this Section 10, the CFO acknowledges that there will be no adequate remedy at law, and the Company 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 shall have right to seek all remedies permissible under applicable law.

11.

WITHHOLDING TAXES

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.

12.

ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

13.

SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

14.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the CFO and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the CFO and a member of the Group. The CFO acknowledges that he or she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the CFO and the Company.

15.

GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of New York and each of the parties irrevocably consents to the jurisdiction and venue of the federal and state courts located in New York.

16.

AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

17.

WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

18.

NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

19.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

20.

NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

[Remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	Bit Brother Limited

	Signed By:	/s/ Xianlong Wu
	Name:	Xianlong Wu
	Title:	CEO

	CFO

	Signature:	/s/ Lingyun Li
	Name:	Lingyun Li

Exhibit 99.2

Bit Brother Limited

15/F, Block A, Kineer Business Centre

53 Binjiang Road, Yuelu District

Changsha, Hunan Province, China 410023

August 1, 2023

Diyu Jiang

Re:

Director Offer Letter

Dear Ms. Diyu Jiang,

Bit Brother Limited, a company established under the law of the British Virgin Islands (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). Your official appointment requires an action by our full Board, which we anticipate will be approved soon after we receive your acceptance of the terms described herein. Below are the terms of your proposed appointment to the Board.

1. Services. You shall render services as a member of the Board and/or the Board’s committees set forth on Schedule A attached hereto and perform the duties as provided in the charter of the Company and/or the charter of such committee (hereinafter your “Duties”). During the term of this offer letter, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

2. Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

3. D&O Insurance Policy. During the term under this offer letter, the Company shall include you as an insured under an officers and directors insurance policy with coverage determined annually by the Company and the Board.

5. Expense Reimbursement. The Company shall promptly reimburse you for all expenses associated with your attendance at the Company’s Board meetings, provided that (i) the expenditures are of a nature qualifying them as legitimate and reasonable business expenses, and (ii) you furnish to the Company adequate records and other documentary evidence reasonably required by the Company to substantiate the expenditures.

5. No Assignment. Because of the personal nature of the services to be rendered by you, this offer letter may not be assigned by you without the prior written consent of the Company.

6. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this offer letter the term “Confidential Information” means:

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this offer letter, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this offer letter, or your termination or Resignation, as defined in Section 9 herein.

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this offer letter.

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this offer letter and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

7. 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 offer letter for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, 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 has no active role in the publicly owned company as director, employee, consultant or otherwise.

8. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

9. Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited by law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.

10. Governing Law. All questions with respect to the construction and/or enforcement of this offer letter, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this offer letter may be amended and observance of any term of this offer letter may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this offer letter by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this offer letter. The failure of any party at any time to require performance by any other party of any provision of this offer letter shall not affect the right of any such party to require future performance of such provision or any other provision of this offer letter. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you 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, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you 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 you 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 or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

13. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

14. Acknowledgement. You accept this offer letter subject to all the terms and provisions of this offer letter. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this offer letter.

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	Bit Brother Limited

	By:	/s/ Xianlong Wu
	Name:	Xianlong Wu
	Title:	Chief Executive Officer and Chairman

AGREED AND ACCEPTED:

By:	/s/ Diyu Jiang
Name:	Diyu Jiang

Exhibit 99.3

Bit Brother Limited

15/F, Block A, Kineer Business Centre

53 Binjiang Road, Yuelu District

Changsha, Hunan Province, China 410023

August 1, 2023

Zhihua Liao

Re:

Director Offer Letter

Dear Mr. Zhihua Liao,