EXHIBIT 10.22
DIRECTOR'S EMPLOYMENT AGREEMENT
BY AND BETWEEN
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
AND
[NAME OF DIRECTOR]
THIS AGREEMENT is made and entered into on [-], 2004 by and between the
following parties:
Party A: CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED ("CNC (HK)"), a
company duly incorporated and validly existing under the laws of
Hong Kong Special Administrative Region ("Hong Kong") with limited
liability, with its registered address at: 00/X, Xxxx xx Xxxxx
Xxxxx, 0 Xxxxxx Xxxx, Xxxx Xxxx, and
Party B: [Name of the Director], his / her address is [-]
BOTH PARTIES HEREBY AGREE AS FOLLOWS:
1. TERM OF VALIDITY OF THIS AGREEMENT
1.1 Party B shall commence his / her appointment as a Director of Party A as
from the date stipulated under Clause 1.2 of this Agreement.
1.2 This Agreement shall be valid from the date when Party A passed the board
resolution in accordance with its articles of association in respect of
appointing Party B as the Director of Party A until the date when Party B
retires from his or her appointment in the Annual General Meeting of Party
A in accordance with the articles of association of Party A or termination
in advance in accordance with Clause 7 of this Agreement. ("THE TERM OF
APPOINTMENT")-
2 REMUNERATION AND BENEFITS
2.1 The Board of Directors of Party A shall determine the remuneration and the
benefits of Party B in his or her capacity as the Director of Party A and
in his or her capacity as a committee member of the relevant Directors'
Committee (if so).
2.2 Party A shall reimburse Party B at appropriate times in respect of all the
reasonable expenses incurred by Party B in carrying out his or her duties
as the Director of Party A (such as travelling expenses, communications
expenses, etc).
2.3 Party A shall agree to buy insurance on directors' liabilities and pay the
premium for Party B. Party A shall also ensure that the aforesaid
insurance policy is valid within the Term of Appointment. Party A shall
have the right to choose the insurance company and determine the
provisions in respect of the insurance on directors' liabilities.
3 INDEMNITY CLAUSE
3.1 Subject to compliance with the articles of association of Party A and the
Companies Ordinance of Hong Kong, Party B shall be indemnified from the
assets of the Company in respect of all the
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expenses, fees, expenditure, loss and liabilities incurred and paid to
third party arising from Party B carrying out his or her duties or
engaging in other activities relevant to the carrying out of his or her
duties; Party B shall not be liable in respect of the conduct, income,
negligence or default of any other directors or other senior officers of
the Company, or in respect of the loss sustained or expenditure incurred
by the Company resulted from the encumbrances or imperfections in the
property title acquired at the instruction of any director acting for or
on behalf of the Company, or in respect of the encumbrances or
imperfections in the securities invested with the Company's funds, or in
respect of the loss or damages arising from the bankruptcy, insolvency of
any person acting as custodian for the Company's funds, securities or
property or from any tortious act, or in respect of the loss arising from
its misjudgment, inactions, default or negligence, or in respect of any
other loss, damages or misfortunes arising in the course of carrying out
his or her duties or engaging in the relevant activities. (save where
those caused by the dishonesty of the Director).
4 DUTIES OF PARTY B
4.1 Within the Term of Appointment, Party B shall use his or her best
endeavour to carry out his or her duties and legal obligations as the
Director of Party A. Party B shall also use his or her best endeavour to
execute the matters instructed by Party A in accordance with this
Agreement and Party B shall report to the Board of Directors of Party A
directly. In addition, Party B shall agree to be appointed as a member of
the relevant committees of the Board of Directors in accordance with the
requests of the Board of Directors of Party A.
4.2 Within the Term of Appointment, Party B shall disclose his or her (and his
or her immediate family members) shareholding interests in Party A and the
subsidiaries of Party A to The Stock Exchange of Hong Kong Limited ("HONG
KONG STOCK EXCHANGE") and Party A in accordance with the requirements and
stipulations of the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) ("SECURITIES AND FUTURES ORDINANCE"), and Party B shall
comply with the "Model Code for Securities Transactions by Directors of
Listed Issuers" in Appendix 10 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "LISTING
RULES") set out by the Hong Kong Stock Exchange or the relevant
stipulations or requirements as announced by the Hong Kong Stock Exchange
from time to time.
4.3 Within the Term of Appointment, Party B shall disclose his or her
interests or that of his or her associates (as defined in the Listing
Rules) to Party A in respect of any connected transactions (as defined in
the Listing Rules) in Party A, and Party B shall agree to give up his or
her voting rights in the board meetings in respect of the voting of the
aforesaid connected transactions.
4.4 Party B shall serve Party A honestly and diligently and Party B shall use
his or her best endeavour to enhance the business and interests of Party A
and to protect all the assets of Party A as well as
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complying with the provisions of this Agreement, the articles of
association of Party A, the Listing Rules, the Securities and Futures
Ordinance and any other applicable laws and regulations.
4.5 Party B shall act in accordance with his or her powers and duties in his
or her capacity as the Director of Party A. Party B shall also comply with
and use his or her best effort (including but not limited to seeking
professional advice at appropriate times if he or she thinks fit) to
ensure that Party A complies with all the applicable laws, the Listing
Rules, the "Codes on the Takeovers and Mergers of Hong Kong Companies",
the "Codes on Share Repurchases" and any other laws and regulations
related to securities applicable to Party A or its directors from time to
time.
5 SECURITIES TRANSACTIONS
In the course of engaging in any transactions on shares, securities or
other securities transactions, Party B should comply with each and every
applicable laws, regulations and guidelines, including but not limited to,
the relevant stipulations set out by the Hong Kong Stock Exchange, Hong
Kong Securities and Futures Commission and other relevant regulatory
bodies, rules of places where Party A's securities are listed, other than
Hong Kong, the articles of association of Party A and other relevant
internal regulations.
6 CONFIDENTIALITY
Within or after the Term of Appointment (save as to fulfilling his or her
duties properly), Party B shall not disclose or divulge to any persons any
confidential information or other business information in respect of Party
A obtained as a result of his/her employment with Party A. In addition,
Party B shall not disclose or divulge the above-mentioned information with
a view to obtaining personal benefits for himself or herself or obtaining
benefits to any persons other than Part A. Party B shall use his or her
endeavour to avoid any confidential information being disclosed or misused
by others.
7 TERMINATION OF AGREEMENT
7.1 If Party B was dismissed by the Annual General Meeting of Party A in
respect of his or her duties as the Director of Party A, this Agreement
shall terminate automatically.
7.2 This Agreement can be terminated based on the following reasons:
7.2.1 The term of this Agreement has expired;
7.2.2 Both parties agree to terminate this Agreement in advance;
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7.2.3 Party B is unable to carry out his or her duties for a continuous
period of more than [three months] or more than ninety (90) days
within any single continuous period of fifty two (52) weeks because
of his or her sickness, injuries or accidents, Party A may terminate
this Agreement by one month's written notice to Party B; or
7.2.4 The appointment of Party B can be terminated by either Party A or
Party B giving the other party of not less than 60 days' written
notice or after the payment in lieu of notice has been made to the
other party.
7.3 If any of the following events takes place, Party A shall have the right
to terminate Party B as the Director of Party A, and Party B cannot
request to receive any compensation as such (however this provision shall
not affect all the rights, compensation and benefits enjoyed by Party B in
his or her capacity as an employee of the Company):
7.3.1 Party B does not have proper reasons or is unable or refuses to
carry out his or her duties efficiently and diligently that a normal
director should be able to carry out;
7.3.2 Party B lost his or her capacity in civil acts or was bankrupt;
7.3.3 Party B was imposed criminal penalties (save as to minor traffic
offences) in any places or countries or has committed dereliction of
his or her duties;
7.3.4 Party B is unable to execute his or her duties properly for an
accumulated period of more than ninety (90) days within a continuous
period of fifty two (52) weeks because of his or her bad health,
accidents or other reasons.
7.3.5 Party B was prohibited from acting as a Director by law,
intentionally disobey legal and reasonable instructions, engaging in
improper, deceptive or dishonest behaviour; and
7.3.6 Party B has breached any of the stipulations under this Agreement.
7.4 After Party B has terminated his or her appointment (irrespective of the
reasons why it was terminated or how it was terminated), Party B shall:
7.4.1 immediately return all the properties, documents (including but not
limited to notes, memorandums, correspondences and other media used
for the purpose of recording, storing data or information) and other
confidential information and business information originally
controlled or held by Party A or its clients (Party B cannot retain
any copies of those aforesaid documents and information);
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7.4.2 immediately repay any unpaid debts or loans to Party A. Party A is
hereby authorized within the scope permitted by the law to deduct
all or part of those aforesaid debts or loans from the remuneration
of Party B; and
7.4.3 not allege that he or she has connections in any aspects with Party
A or its members or its management thereafter.
8 NOTICES
8.1 Any notices or other means of communication between Party A and Party B
can be given by sending postage-paid letters or by hand. Notices to Party
A should be sent to the Hong Kong office of Party A. The address is 59/F,
Bank of China Tower, Xx. 0, Xxxxxx Xxxx, Xxxx Xxxx [the recipient being
the "Company Secretary" of Party A] or other addresses and / or recipient
that Party A notifies Party B in writing from time to time. Notices to
Party B should be sent to [address] or other addresses that Party B
notifies Party A from time to time.
8.2 In respect of notices or other means of communication sent by mail:
(1) Notices from Party A shall be deemed to have been sent within forty
eight (48) hours after they have been sent;
(2) Notices from Party B shall not be deemed to have been received
before Party A actually receives them.
9 NON-TRANSFER CLAUSE
Party B shall not transfer any of his or her rights, duties and positions
under this Agreement to others. Besides, the aforesaid rights, duties and
positions are non-transferable.
10 MISCELLANEOUS
10.1 Party B shall agree to submit the required directors' declaration and
undertakings to the Hong Kong Stock Exchange in accordance with the
stipulations and requirements as set out in Form B of Appendix 5 of the
Listing Rules. Those aforesaid declarations and undertakings include the
professional background of Party B and the appointment of directorship of
Party B in other companies, etc.
10.2 The expiry or early termination of this Agreement (irrespective of the
reasons caused howsoever) shall not affect the validity of any provisions
which shall continue to be valid after such expiry or early termination as
expressly provided under this Agreement.
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10.3 This Agreement constitutes the entire agreement and understanding between
Party A and Party B and it shall substitute any other oral or written
agreements. If it is necessary to change or amend this Agreement, both
parties must enter into another written agreement in respect of such
amendments or changes.
10.4 If any provisions or stipulations under this Agreement have become or have
been declared illegal, invalid and unenforceable by reasons whatsoever,
the relevant provisions or stipulations shall be severed from this
Agreement and shall be deemed to be deleted from this Agreement.
Nevertheless, if that severance resulted in substantial effects or changes
to the commercial basis in respect of this Agreement, both parties shall
negotiate sincerely in order to make necessary or proper amendments or
changes to this Agreement under such circumstances.
10.5 Even if either party exercises any rights, powers or indemnities once or
partially under this Agreement, or if either party has not yet exercised
or delay his or her exercise of those aforesaid rights, powers or
indemnities, it shall not constitute as that party having waived those
aforesaid rights, powers or indemnities or any other rights, powers or
indemnities.
10.6 Any rights, powers or indemnities provided to either party under this
Agreement are attached to this Agreement and they shall not affect or
diminish other rights, powers and indemnities originally obtained by that
party under this Agreement or under law.
11 APPLICABLE LAW
The law applicable to this Agreement is the laws of the Hong Kong and it
shall be interpreted by the laws of the Hong Kong. The relevant persons
should submit his or her disputes to the Court of Hong Kong in respect of
any matters in relation to the disputes involved between Party A and Party
B and on the basis of this Agreement and Party B in his or her capacity as
the Director of Party A.
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Signature page
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
By: _____________________________________________
Legal Representative or Authorized Representative
Date:
[NAME OF PARTY B]
By:
Legal Representative or Authorized Representative
Date:
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