EXHIBIT 10.13
EMPLOYMENT CONTRACT
This Employment Contract (hereinafter referred to as "Contract") is executed by
the parties in Zoucheng, Shandong Province of the People's Republic of China
(hereinafter referred to as "China") on March 18, 2003.
EMPLOYER: KIWA BIO-TECH PRODUCTS GROUP (hereinafter referred to as "Foreign
Company") is registered and founded as wholly foreign-owned company according to
Chinese Laws in Zoucheng Economic Development Zone in Shandong,
EMPLOYEE: Xxxxxxx Xxx, an individual of the nationality of the People's Republic
of China.
In this Contract, the Employer and the Employee are collectively termed as
"parties" in the plural form, and "party" in the single form.
Whereas,
The Employer, the foreign company wholly owned by Kiwa Bio-Tech Products Group
Corporation in Zoucheng Economic Development Zone in Shandong, China, is
primarily engaged in research, production, promotion and sales of bio-science
hi-tech products under the flagship photosynthesis biologic catalyst
(hereinafter referred to as "PBC").
The parties agree as follows with regard to the employment of the Employee by
the Employer to engage/assume Chief Financial Officer upon friendly
consultation.
ARTICLE 1 EMPLOYMENT
1.1 According to the terms hereunder, the Employer hereby appoints the
Employee to assume/engage Chief Financial Officer in charge of the finance and
accounting management of the Employer, and the Employee hereby accepts the
appointment of the Employer.
1.2 The Employer is entitled to adjust the title/post of the Employee based
on the work performance of the Employee and the business needs of the Employer.
ARTICLE 2 AUTHORITY AND DUTIES
2.1 The Employee is subject to the leadership and supervision of finance
and accounting functions of the Employer, and is responsible/report to the Chief
Executive Officer of the Employer.
2.2 The Employee shall be fully devoted to the business operation of the
Employer, make efforts in developing, boosting and improving the business of the
Employer, and cautiously fulfill the designated duties in the principle of
trustworthiness and credit in accordance with applicable laws/regulations and
the Articles of Associations and by-laws of the Employer for the maximum benefit
of the Employer.
2.3 The Employee shall specifically fulfill the duties below without
prejudice of the above provisions:
(1) Take specific and effective actions within the designated authority and
duties in an effort to realize the strategic plans, operation plans and
specific action plans of the Employer;
(2) Steer the design of financial accounting systems and accounting
organization of the employer and the routine accounting tasks;
(3) Take charge of the budget formation /control of the employer;
(4) Steer the cost management;
(5) Undertake the regular/irregular submission of financial reports to
president/CEO and other authorities;
(6) Help coordinate the relationship between taxation/industrial/
commercial/banking authorities and the employer;
(7) Help obtain the fund and loans necessary for the business;
(8) Help the company going public preparation;
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ARTICLE 3 EMPLOYMENT TERM
3.1 Unless otherwise stipulated by article 7 hereto and in writing by the
parties, the employment term between the Employer and Employee is three years
(hereinafter referred to as "Term") commencing from January 2, 2003. The term is
renewable upon written agreement between the parties prior to the expiration.
3.2 The parties agree that the probationary period of the Employee for the
Employer is three months from the effective date of the Term.
ARTICLE 4 REMUNERATION AND BENEFITS
4.1 In consideration for the service of the Employee for the Employer under
this Contract, the Employer shall pay the monthly remuneration to the Employee
RMB 144,000 yuan each year, which shall be paid monthly from the commencing date
of the Term. The employee also entitles for 3% of the total employee shares in
the terms of three years commencing from October 1, 2002, granting 1% after each
year service.
4.2 The Employer shall pay a performance salary of RMB 56,000 each year.
The parties agree that the performance salary may be postponed to the
profit-making year of the
4.3 Besides the salary stipulated in the above clauses 4.1 and 4.2, during
the Term, the Employer should also provide the following benefits to the
Employee:
(1) The Employee is entitled to the holidays and holiday salary and other
benefits stipulated by applicable laws/regulations and the government.
(2) The Employer shall pay the pension, medical and social insurance
premiums for the Employee according to the applicable laws/regulations
and local government's social insurance policies.
4.4 The Employee shall pay the due individual income tax levied by the
applicable laws and other individual tax (if applicable) levied for the above
benefits paid by the Employer.
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ARTICLE 5 WORKING HOURS
5.1 To fully perform the duties and obligations hereunder, the Employee
shall work at least five days each week and eight hours each day.
5.2 The Employee agrees to prolong and/or property adjust the working hours
stipulated in the above 5.1 in consideration of the business or business
management needs of the Employer.
ARTICLE 6 NO COMPETITION AND NO DISCLOSURE
6.1 During the Term of this Contract, the Employee shall not engage in:
(1) Establish any company, entity, organization or partnership in potential
competitive business with the Employer;
(2) Directly or indirectly persuade or employ the employees of the
Employer, or provide non-Employer job opportunities to the above
employees;
(3) Directly or indirectly allure or attempt to allure the employees of the
Employer to resign from the Employer;
(4) Directly or indirectly participate in any entity and activity similar
to the Employer business or possibly competitive with the Employer;
(5) Assume titles in any non-Employer company, entity, organization or
partnership; or
(6) Engage in any activity harmful to the benefits of the Employer in any
form.
6.2 During the Term, the Employee shall not provide to any third party
other than the Employer the management experience identical with or similar to
PBC project, which may possibly empower such third party to compete with the
Employer or harm the interests of the Employer in other manners.
6.3 The Employee agrees, during the Term and five years after the
termination of this Contract, not to disclose any patents, proprietary
technologies, intellectual rights, business secrets/data and other technical or
commercial data of the Employer (hereinafter referred to as "Confidential
Information") disclosed to the Employee for the purpose of perform the rights
and/or duties and obligations hereunder. Unless the performance of duties of the
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Employer, the Employee shall not disclose to any third party the Confidential
Information with the reasonable disclosure for the duty performance purpose.
6.4 In case the Employee violates the provisions in article 6 hereto during
the Term, the Employer is entitled to terminate this Contract, and is entitled
to claim the compensation of any loss thus incurred by the Employee.
6.5 The documents and information (including but not limited to the
Confidential Information) related to the business operation of the Employer
acquired by the Employee for the purpose of duty performance during the Term
shall remain the property of the Employer. Upon termination of this Contract,
the Employee shall return the above documents and information (with copies) to
the Employer.
6.6 Except for the non-competition and non-disclosure provisions hereunder,
the Employee shall enter into a separate confidentiality agreement with the
Employer.
ARTICLE 7 CONTRACT TERMINATION
7.1 The parties agree to terminate this Contract upon the following
circumstances:
(1) Either party informs the other party to terminate this Contract during
the probationary period as set out by article 3.2 hereto;
(2) Expiration of this Contract;
(3) The parties agree to terminate this Contract.
7.2 Without prejudice of the applicable legal provisions, the Employer may
forthwith terminate this Contract without any compensation upon the following
faults of the Employee:
(1) Severely false personal information, faked education credentials, faked
health certificate, faked resume;
(2) The Employee refuses the title/post adjustment of the Employer as set
out in article 1.2 hereto;
(3) The Employee fails to perform the duties as set out in article 2
hereto;
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(4) The Employee severely violate the obligations hereunder, the Articles
of Association or the by-laws of the Employer;
(5) The Employee severely neglects the duties, or gives rise to the loss to
the Employee due to the deliberate or major negligence in performing
this Contract;
(6) The Employee is engaged in non-Employer duties other than the duties
designated by the Employer, which gives rise to severe loss of the
Employer;
(7) The Employee executes labor contract with any non-Employer entity, or
has been bound by the labor contract with any legal/valid non-Employer
entity prior to this Contract, or is found to has actual labor
relationship with other third-party entity prior to this Contract;
(8) The Employee participates or engages in the research, development and
business activities competitive with the business of the Employer.
7.3 Without prejudice of the above 7.2 provisions, in case the Employer, in
its sole discretion, determines to terminate this Contract:
(1) The Employer shall inform the Employee in writing three months in
advance, and pay the Employee the severance pay at 3-month basic
salary;
(2) The Employer shall forthwith pay the Employee any overdue monthly
salaries.
7.4 In case the Employee, at its sole discretion, terminates this Contract
during the employment term stipulated by article 3 hereto (except for the
probationary period), the Employee shall inform the Employer in writing three
months in advance, and pay the default penalty three times of the maximum
monthly salary to the Employer.
ARTICLE 8 MISCELLANEOUS
8.1 The employment relationship between the Employee and the Employer
hereunder is governed by Chinese laws, and shall be construed according to
Chinese laws.
8.2 This Contract, other documents and written materials based on this
Contract, constitute all understanding of the parties with regards to the
subject matter hereunder. Unless
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otherwise stipulated hereunder, there is no other restriction, agreement,
presentation, warranty and promise about the subject matter hereunder. This
Contract shall supercede over any prior understanding or agreement, oral or
writing, with regards to the subject matter hereunder between the parties.
8.3 Any amendment, alteration or waiver of any provision hereunder is
subject to the prior written consent of the parties. Waiver or failure to
perform any right hereunder by either party shall not be construed as the waiver
to perform other rights or the same right in the future.
8.4 Any dispute arising out of or in connection with this Contract, the
interpretation and performance of this Contract shall submit to Chinese
procedural laws, either party may submit the dispute to the competent
organization or court for arbitration or judgment.
8.5 This Contract is made in two copies with each party holding one copy of
equal validity.
8.6 This Contract shall take effect upon execution of the parties.
KIWA BIO-TECH PRODUCTS GROUP
Signature: /S/ XXX XX
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Title: Chief Executive OFFICER
Employee: /S/ XXXXXXX XXX
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