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 October 2024
Commission File Number 001-42260
Powell Max Limited
(Registrant’s Name)
22/F., Euro Trade Centre
13-14 Connaught Road Central,
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.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Resignation of Principal Financial and Accounting Officer
Effective October 21, 2024, Mr. Chun Ho Lam (“Mr. Lam”)
resigned as the Chief Financial Officer of Powell Max Limited, a British Virgin Island business company (the “Company”).
Mr. Lam’s resignation was for personal reasons and not the result of any disagreement with the Company or its board of directors
(the “Board”) on any matter relating to the Company’s operations, policies or practices.
Appointment of Principal Accounting Officer and Principal Financial
Officer
To fill the vacancy created
by the resignation of Mr. Lam, on October 21, 2024, the Nominating and Corporate Governance Committee (the “Nominating Committee”)
of the Board recommended, and the Board appointed Ms. Kam Lai Kwok (“Ms. Kwok”) to serve as the Chief Financial Officer
of the Company, effective October 21, 2024.
Ms. Kwok is an associate of
the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since January 1997 and
has been a fellow member of The Association of Chartered Certified Accountants from November 1996 to December 2022. She has extensive
managerial experience in the financial communications and financial printing industry for over 20 years. She served as an executive director
of REF Holdings Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 1631) during the period
between March 2014 and April 2022. During the period between January 2011 and July 2021 and between November 2000 and February 2010, she served as the financial controller and human resources and administration director of REF Financial Press Limited and iOne
(Regional) Financial Press Limited, respectively, all of which being financial communications services providers. Ms. Kwok served as a regional financial manager, an accountant and as accounting manager of RR Donnelley Roman Financial Limited, Inter-Cassette
(Hong Kong) Limited and The Glorious Sun (Holdings) Limited, respectively during the periods between September 1996 and March 2006, September
1994 and June 1996 and April 1991 and April 1994. Ms. Kwok received a Diploma in Accountancy from The Morrison Hill Technical Institute,
Hong Kong in 1982.
In connection with Ms. Kwok’s
appointment, the Company and Ms. Kwok entered into an employment agreement, dated October 21, 2024 (the “CFO Employment Agreement”).
The CFO Employment Agreement may be terminated by us with or without cause. If the Company terminates the CFO Employment Agreement without
cause, the Company will give Ms. Kwok a one-month prior written notice or by payment of one months’ salary in lieu of notice.
If, certain events as listed in the CFO Employment Agreement occur, the Company may terminate the CFO Employment Agreement without notice
or compensation.
Ms. Kwok is also subject to
certain confidentiality and non-competition provisions.
The Company has also entered
into an indemnification agreement with Ms. Kwok, pursuant to which the Company agreed to indemnify Ms. Kwok against certain liabilities
and expenses that she may incur in connection with claims made by reason of her being the chief financial officer of the Company.
The foregoing description of
the principal terms of the CFO Employment Agreement is a general description only, does not purport to be complete, and is qualified in
its entirety by reference to the terms of the CFO Employment Agreement attached hereto as Exhibit 10.1, which is incorporated herein by
this reference.
There is no family relationship
between Ms. Kwok and any of our controlling shareholder and other officers and directors as defined in Item 401 of Regulation
S-K. Except for the employment agreement described above, Ms. Kwok has not had any transaction with the Company since the beginning of
our last fiscal year.
A press release issued by the
Company announcing the Company’s change of chief financial officer is attached hereto as Exhibit 99.1, which is incorporated herein
by this reference.
EXHIBIT 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.
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POWELL MAX LIMITED |
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By: |
/s/ Tsz Kin Wong |
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Name: |
Tsz Kin Wong |
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Title: |
Chairman of the Board, Executive Director and
Chief Executive Officer |
Date: October 21, 2024
3
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the
“Agreement”), is entered into as of October 21, 2024 by and between Powell Max Limited, a company incorporated and
existing under the laws of the British Virgin Islands (the “Company”), and Kam Lai Kwok, an individual (the “Executive”).
The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the
Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies
(collectively, the “Group”).
RECITALS
The Company desires to employ
the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).
The Executive desires to be
employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
The Executive hereby accepts a position
of Chief Financial Officer of the Company (the “Employment”).
Subject to the terms and conditions
of this Agreement, the initial term of the Employment shall be three years, commencing on the date hereof (the “Effective Date”),
unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the three-year term, the Employment shall be automatically
extended for successive three-year terms unless either party gives the other party hereto a one-month prior written notice to terminate
the Employment prior to the expiration of such three-year term or unless terminated earlier pursuant to the terms of this Agreement.
No probationary period.
| 4. | DUTIES AND RESPONSIBILITIES |
The Executive’s duties at the
Company will include all jobs assigned by the Company’s Board of Directors (the “Board”).
The Executive 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 Memorandum and Articles of Association of the Company (the “Articles of Association”),
and the guidelines, policies and procedures of the Company approved from time to time by the Board.
The Executive shall use his best efforts
to perform his duties hereunder. The Executive shall not, without prior 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 directly
or indirectly competes with the Group (any such business or entity, a “Competitor”), provided that nothing in this
clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed on any securities exchange
or recognized securities market anywhere, provided however, that the Executive shall notify the Company in writing prior to his
obtaining a proposed interest in such shares or securities in a timely manner and with such details and particulars as the Company may
reasonably require. The Company shall have the right to require the Executive to resign from any board or similar body which he may then
serve if the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective
discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in
competition with any business of the Company or any of its subsidiaries or affiliates.
The Executive hereby represents to the
Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s
duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive
is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member
of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information
(including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent,
or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound
by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s)
of the Group, as the case may be.
The Executive will be based in Hong
Kong, until both parties hereto agree to change otherwise. The Executive acknowledges that he may be required to travel from time to time
in the course of performing his duties for the Company.
| 7. | COMPENSATION AND BENEFITS |
| (a) | Compensation. The Executive’s cash compensation (inclusive of the statutory welfare reserves
that the Company is required to set aside for the Executive under applicable law) shall be provided by the Company in a separate schedule
A attached herein (“Schedule A”) or as specified in a separate agreement between the executive and the company’s
designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company or the compensation committee of the
Board. The cash compensation may be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by
the Company from time to time. |
| (b) | Benefits. The Executive 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. |
| 8. | TERMINATION OF THE AGREEMENT |
| (a) | By the Company. The Company may terminate the Employment for cause, at any time, without notice
or remuneration, if the Executive (1) commits any serious or persistent breach or non-observance of the terms and conditions of your employment;
(2) is convicted of a criminal offence other than one which in the opinion of the Board does not affect the executive’s position
as an employee of the Company, bearing in mind the nature of your duties and the capacity in which the executive is employed; (3) willfully
disobeys a lawful and reasonable order; (4) misconducts himself and such conduct being inconsistent with the due and faithful discharge
of the Executive’s material duties; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in his duties. The Company
may terminate the Employment without cause at any time with a one-month prior written notice to the Executive or by payment of one months’
salary in lieu of notice, or otherwise by mutual agreement between the Company and the Executive. |
| (b) | By the Executive. The Executive may terminate the Employment at any time with a one-month prior
written notice to the Company or by payment of one months’ salary in lieu of notice. In addition, the Executive may resign prior
to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the
Board. |
| (c) | Notice of Termination. Any termination of the Executive’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. |
| 9. | CONFIDENTIALITY AND NONDISCLOSURE |
| (a) | Confidentiality and Non-disclosure. The Executive hereby agrees at all times during the term of
his employment and after termination, to hold in the strictest confidence, and not to use, except for the benefit of the Group, or to
disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. The Executive
understands that “Confidential Information” means any proprietary or confidential information of the Group, its affiliates,
their clients, customers or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research
and development information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group
on whom the Executive called or with whom the Executive became acquainted during the term of his employment), supplier lists and suppliers,
software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information,
personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors and other
persons with whom the Group does business, information regarding the skills and compensation of other employees of the Group or other
business information disclosed to the Executive by or obtained by the Executive from the Group, its affiliates, or their clients, customers
or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment, 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 Executive. |
| (b) | Company Property. The Executive 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 Group are property
of the Group and subject to inspection by the Group, at any time. Upon termination of the Executive’s employment with the Company
(or at any other time when requested by the Company), the Executive 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 Executive have, following his termination, in his possession any property of the Group, or any documents or
materials or copies thereof containing any Confidential Information. |
| (c) | Former Employer Information. The Executive 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 Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring
into the premises of the Group 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 Executive will indemnify the Group 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 Executive recognizes that the Group may have received, and in the
future may receive, from third parties their confidential or proprietary information subject to a duty on the Group’s part to maintain
the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes
the Group and such third parties, during the Executive’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 Group’s agreement with such third party. |
This Section 9 shall survive the termination
of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible
under applicable law.
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.
| 11. | NOTIFICATION OF NEW EMPLOYER |
In the event that the Executive leaves
the employ of the Company, the Executive hereby grants consent to notification by the Company to his new employer about his rights and
obligations under this Agreement.
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 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, 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.
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.
This Agreement constitutes the entire
agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous
oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with
a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein.
The Executive acknowledges that he 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 Executive and the Company.
The Executive hereby agrees to execute
any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that
the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information
acquired by the Executive in confidence or in trust prior to his employment by the Company. The Executive has not entered into, and hereby
agrees that he will not enter into, any oral or written agreement in conflict with this Section 15. The Executive represents that the
Executive will consult his own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement
or any provisions hereunder.
This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
Any dispute, controversy, difference
or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination
thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved
by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in
force when the Notice of Arbitration is submitted. . The seat of arbitration shall be Hong Kong. The language of the arbitration shall
be English. The number of arbitrators shall be one. The award of the arbitration tribunal shall be final and binding upon the disputing
parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.
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.
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.
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.
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.
| 22. | NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes that this Agreement
is a legally binding contract and acknowledges that such party 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. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely
and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has ample opportunity to do so.
[Remainder of this page has been intentionally
left blank.]
IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.
| Powell Max Limited |
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| By: |
/s/ Tsz Kin Wong |
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| Name: |
Tsz Kin Wong |
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| Title: |
CEO and Executive Director |
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| The Executive |
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| By: |
/s/ Kam Lai Kwok |
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| Name: |
Kam Lai Kwok |
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[Signature Page to Employment Agreement]
Schedule A
[Redacted]
Exhibit 99.1
Powell Max Limited Announces Change of Chief Financial Officer
HONG KONG, Oct. 21, 2024 (GLOBE NEWSWIRE) -- Powell Max Limited (Nasdaq:
PMAX) (the “Company” or “Powell Max”), a financial communications services provider headquartered in Hong Kong,
today announced the resignation of Mr. Chun Ho Lam (“Mr. Lam”) as the Chief Financial Officer of the Company due to personal
reasons. The Company thanks Mr. Lam for his contributions during his tenure of office.
The Company has appointed Ms. Kam Lai Kwok (“Ms. Kwok”) as
the new Chief Financial Officer.
Ms. Kwok is an associate of the Hong Kong Institute
of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since January 1997 and has over 30 years of experience
in public accounting and financial management. She also has extensive managerial experience in financial communications and financial
printing industry for over 20 years. Prior to her joining of the Company, Ms. Kwok served as an executive director of a Hong Kong listed
company principally engaged in financial communications and financial printing services and as a financial controller of its operating
subsidiary for over 8 years.
About Powell Max Limited
Powell Max Limited is a financial communications
services provider headquartered in Hong Kong. The Company engages in the provision of financial communications services that support capital
market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Its financial communications services cover
a full range of financial printing, corporate reporting, communications and language support services from inception to completion, including
typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. The Company’s
clients consist of domestic and international companies listed in Hong Kong, together with companies who are seeking to list in Hong Kong,
as well as their advisors.
Forward-Looking Statements
This press release contains certain forward-looking
statements. Words such as “will,” future,” “expects,” “believes,” and “intends,”
or similar expressions, are intended to identify forward-looking statements. Forward-looking statements are subject to inherent uncertainties
in predicting future results and conditions. The Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required by law.
For investor and media inquiries, please contact:
Company Info:
Powell Max Limited
Investor Relations
ir@janfp.com
(852) 2158 2888
Powell Max (NASDAQ:PMAX)
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Powell Max (NASDAQ:PMAX)
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