Exhibit
10.23 


 








 


JIANA
SCIENCE AND TECHNOLOGY CO., LTD.


Unit
CDE, 7th Fl, Tower A, Jinfeng Building, 


Futian
District, Shenzhen City, 


Guangdong
Province, China 518031


0755-83581568


 


January
17, 2020


 


Board
Candidate — Lei Yang


 


Re:
Offer to Join the Board of Directors of JIANA Science and Technology Co., Ltd.


 


Dear
Ms. Yang:


 


JIANA
Science and Technology Co., Ltd., a Cayman Islands limited liability company (the “Company” or “we”),
is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant
asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this
position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the
Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment
shall also be subject to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees and
shall begin upon Company’s listing on the Nasdaq Stock Market. 


 


1.
Term. This Agreement is effective as of the date of this Agreement. Your term as a Director shall continue
subject to the provisions in Section 9 below or until your successor is duly elected and qualified.  The position shall
be up for re-appointment every year by the board of the Directors of the Company (the “Board”) and upon re-appointment,
the terms and provisions of this Agreement shall remain in full force and effect.


 


2.
Services. You shall render customary services as a Director, Chair of the Compensation Committee, and member
of the Audit and Nomination Committees (hereinafter, your “Duties”). During the term of this Agreement, you may attend
and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via
teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly
and as necessary via telephone, electronic mail or other forms of correspondence.


 


3.
Services for Others. You shall be free to represent or perform services for other persons during the term
of this Agreement.  


 


4.
Compensation. As compensation for your services to the Company, you will receive upon execution of this
Agreement a compensation of $24,000 for each calendar year of service under this Agreement on a pro-rated basis and payable on
a quarterly basis.


 


You
shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel
expenses for in-person meetings).


 


5.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under
its officers and directors insurance policy with a Side A coverage.


 




     


     


    


 





 


6.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may
not be assigned by you without the prior written consent of the Company.


 


7.
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 Agreement 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; (ii) any information which is related
to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes,
without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or
not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts,
ideas, improvements, techniques, methods, research, development and test results, specifications, 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 or is readily available to the public other than as a result of a breach of the confidentiality
portions of this Agreement, 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;
(iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented
and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order
or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall
first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that
the Confidential Information not be disclosed.


 


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 Company’s demand, upon
termination of this Agreement, or upon 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 may be 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 Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal
counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound
by the provisions of this paragraph (d).


 


e.
Ownership. You agree that the 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 Agreement 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.


 




    2


     


    


 





 


8.
Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company
with whom you have had contact due to your appointment.


 


9.
Termination and Resignation. Your services as a Director may be terminated for any or no reason by the determination
of the Board. You may also terminate your services as a Director 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 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; Arbitration. All questions with respect to the construction and/or enforcement
of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of
the State of New York. All disputes with respect to this Agreement, 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 American Arbitration Association at its New York office in force when
the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall
be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.


 


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 Agreement may be amended and observance of any term of this Agreement may be waived
only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement 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 Agreement.  The failure of any party at any time to require performance by any other party of any
provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any
other provision of this Agreement.  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 gross 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.
Acknowledgement.   You accept this Agreement subject to all the terms and provisions of this Agreement. You
agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of
any questions arising under this Agreement.


 




    3


     


    


 





 


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


 


	 	Sincerely,
	 	 	 
	 	JIANA
    SCIENCE AND TECHNOLOGY CO., LTD. 
	 	 	 
	 	By:	/s/
    Fengzhen Zhu
	 	 	Fengzhen
    Zhu
	 	 	Chief
    Executive Officer


 


	AGREED
    AND ACCEPTED:
	 	 
	/s/
Lei Yang	 


Lei
Yang


 


 


4