Exhibit 10.1


 





November 25, 2018


 


Xiaoyu Zhang


 


[Address]


 


 


 


Dear Ms. Zhang,


 


Following our recent discussions, I am
pleased to confirm my invitation to you to join the board of directors (the “Board”) of Takung Art Co., Ltd (the “Company”)
as a director of the Board (“Director”). In addition to your acceptance and acknowledgment of this appointment letter,
please complete and return the attached Directors’ and Officers’ Questionnaire (the “D&O Questionnaire”)
in accordance with the accompanying instructions.


 


In completing the D&O Questionnaire,
you consent to serve as a Director of the Company and you consent to the Company’s use of the information in the D&O
Questionnaire in the Company’s filings with the Securities and Exchange Commission, the New York Stock Exchange, state governments
and other regulatory authorities.


 


You agree to perform your responsibilities
as a Director in good faith and in accordance with applicable law, the organizational documents of the Company and other policies
and procedures applicable to such services.


 


The Company’s Board will appoint
you as a Director effective as of November 19, 2018 (the “Effective Date”). The continuation of your appointment is
contingent on reelection at forthcoming annual stockholders’ meetings.


 


You will not be employed by the Company
and will be free to pursue your other interests. We ask that you please disclose these interests to our Corporate Counsel so that
the Company can identify any appearance of conflict arising from our activities that may in the future intersect with yours. In
addition, we ask that you comply with any other requirements related to service on other boards of directors that may be included
in our organizational documents or Corporate Governance Guidelines.


 


Confidentiality


 


In your role as a Director, you will have
access to confidential information about the Company and its clients and you agree to apply the highest standards of confidentiality
and, except in the proper performance of your services, not to use or disclose to any person confidential information during your
appointment or thereafter. In addition, you agree to comply with those provisions of the Company’s Code of Ethics and other
policies applicable to Directors.


 






     


     


    

 


On termination of your appointment, you
will deliver to the Company all books, documents, papers and other property of or relating to the business of the Company which
are in your possession, custody or power by virtue of your position as a Director of the Company.


 


In connection with your appointment, you
and the Board have agreed that you will serve as the Chairman of the Board.


 


Remuneration


 


The Board or the applicable committee reserves
the right to adjust the remuneration of directors from time to time.


 


In consideration of your services and in
accordance with the Company’s compensation arrangements for a Director and Chairman of the Board, you will receive an annual
cash compensation of $10,000 payable quarterly in advance on the first business day of each calendar quarter. Your first cash compensation
payment on December 1, 2018, will include a pro-rata amount for the above with respect to the full month of November 2018.


 


Expenses


 


The Company will reimburse you for reasonable
and properly documented expenses incurred in performing your duties including business class air fare for one in person meeting
in China per year in accordance with applicable reimbursement policies.


 


D&O Insurance


 


During the term of your service, the Company
shall include you as an insured under its officers and directors insurance policy, which the Company shall use its best effort
to maintain at a minimum coverage of $3 million.


 


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.


 






     


     


    

 


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 Agreement for whatever reason,
directly or indirectly as owner, partner, stockholder, employee, broker, agent principal, corporate officer, director, licensor
or in any other capacity whatsoever, engage 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, five 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.


 


We look forward to your participation on
the Board of Takung Art Co., Ltd.


 


 





	Sincerely,	 
	 	 
	 	 
	 	 
	/s/ Chun Hin Leslie Chow 	 
	 	 
	Chun Hin Leslie Chow	 
	 	 
	Chief Financial Officer and Acting Chief Executive Officer	 
	 	 
	 	 
	 	 
	ACCEPTED AND ACKNOWLEDGED BY:	 
	 	 
	 	 
	 	 
	/s/ Xiaoyu Zhang	 
	 	 
	Xiaoyu Zhang	 
	 	 
	November 26, 2018