Employment Contract Of Xi’an Baorun Industrial Development Co., Ltd.
Of
Xi’an Baorun Industrial Development Co., Ltd.
Party
A: Xi’an Baorun Industrial Development Co., Ltd.
Address:
Room 10720, Dongxin Xxxxxxx Xxxxx, Xx.0, Xxxxx Xxxx, Xx’an
Legal
Representative: Gao Xincheng
Party
B: Li Gaihong
Home
Address:
Date
of Birth: June 7th,
1977
ID/Passport
Number: 610528197706072022
Registered
Permanent Address:
Chapter 1- General
Provisions
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1.
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Pursuant
to the Labor Law of the People's Republic of China(hereinafter “Labor
Law”), the Employment Law of the People’s Republic of China(hereinafter
“Employment Law”) and other relevant regulations, in consideration of the
mutual promises and covenants made herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, Party
A and Party B (collectively referred to as the "Parties") hereby agree as
follows:
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Chapter 2-
Term
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2.
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This
Contract shall be a contract with a fixed term of 3 years, from October
25, 2010("Starting Date") to October,
2013.
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3.
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[Intentionally
Omitted]
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4.
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If
upon the expiration of the term, Party A and Party B agree to renew this
Contract, they shall execute the Agreement to Renew Employment Contract
attached to this Contract as Appendix A, or shall execute a new employment
contract.
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Chapter 3- Scope of
Work
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5.
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Party
B agrees to assume the position of Executive Vice President and Financial
Controller (or engage in ____) pursuant to the work needs of Party
A. The position duty, work task, objective, disciplines and
other relevant management rules shall be implemented according to the work
standards and other rules prescribed by Party A. The main work
location of Party B shall be Xi’an.
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6.
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Both
Parties acknowledge that, Party A shall have the right to change the type
of work, job title and position, job duties and work location of Party B
at any time according to the business needs of Party A or ability or work
performance or actual situation of Party B, provided, however, that such
change shall be made in good faith with reasonable
causes. Party B shall be subject to any such changes as deemed
necessary and appropriate in the sole judgment of Party
A.
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1
CONFIDENTIAL
Chapter 4- Duties of Party
B
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7.
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Party
B hereby agrees that, in addition to the duties and responsibilities
otherwise set forth herein, during the term of this Contract, Party B
shall:
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7.1
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devote
his/her full time, attention and skills during the normal working hours
designated to him/her hereunder exclusively to the performance of his/her
duties hereunder, and effectively perform his/her duties and make his/her
best endeavors to ensure the satisfactory accomplishment of the assignment
to him/her by Party A; and
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7.2
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perform
his/her duties hereunder faithfully and diligently for Party A in
accordance with the terms hereunder, the rules and policies of Party A and
the applicable laws and regulations, engage in no activities which are in
violation of any PRC laws or regulations or may be prejudicial to the
interests of Party A, and seek no personal gains, directly or indirectly,
by utilizing his/her position or power in Party
A.
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Chapter 5- Work Schedule,
Labor Protection and Working Conditions
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8.
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Party
B shall work five (5) days per week, eight (8) hours per day, with the
average working hours not exceeding forty (40) hours per
week. Party A may require Party B to work overtime due to the
business needs and Party A shall pay Party B overtime pay in accordance
with its overtime management rules and the relevant state
regulations.
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9.
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Party
A shall provide Party B with appropriate working conditions and facilities
and with labor protection in accordance with the state standards, and
Party B shall comply with the rules and regulations of work safety and
sanitation formulated by Party A.
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10.
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Party
A will be responsible for providing education and training to Party B on
business technologies, labor safety and sanitation and articles of
association of Party A.
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Chapter 6-
Remuneration
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11.
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In
consideration of the duties and obligations assumed by Party B under this
Contract, Party A shall pay salary to Party B in amount confirmed in
writing per month, which will be payable on 30th
of each corresponding month.
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12.
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During
the term of employment under this Contract, Party A will decide the
earning prior to tax of Party B based upon Party A’s then current salary
systems and position adjustment policies. Party A will pay the
payment through the individual bank account designated by Party A or
through other means Party A deems proper. The amount of salary
will be stipulated in an offer
letter.
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2
CONFIDENTIAL
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13.
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Party
B shall be responsible for the payment of due and payable individual
income tax resulting from the salary and other remuneration paid by Party
A in accordance with the relevant PRC laws and
regulations. Party A, as the withholding person, shall withhold
the individual income tax and other due and payable tax of Party B prior
to paying the remuneration to Party B as required by
law.
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14.
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Party
A shall have the right to adjust the salary and welfare of Party B
appropriately based on the capability, experience, attitude, performance,
achievement, working-age and position of Party B as well as according to
the salary and position adjustment policies and business conditions
experienced by Party A.
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15.
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Party
A shall deduct the following from the salary payable to Party B in
accordance with the relevant PRC laws and
regulations:
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15.1
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The
individual income tax of Party B;
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15.2
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The
part of the society insurance and other welfare benefits which are to be
borne by Party B;
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15.3
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All
compensation or fines payable by Party B and withheld by Party A on the
effective court verdict or arbitration
decision;
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15.4
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All
compensation or fines payable by Party B to Party A according
to court verdict or arbitration
decision.
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16.
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Party
A may, in its discretion, pay a bonus to Party B based upon Party A’s
business operation situation and articles of association. The
detailed amount, conditions and form will be set forth by Party
A. Notwithstanding the above, paying bonus should not be deemed
as an obligation of Party A.
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Chapter 7- Insurance,
Welfare and Leave
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17.
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The
Parties shall pay premiums for social security insurance schemes such as
Pension, Unemployment, Medical Insurance, etc. in accordance with relevant
PRC laws and regulations.
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Chapter 8- Labor
Discipline
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18.
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Party
B shall abide by the Working Rules and articles of association stipulated
by Party A pursuant to laws. Party B shall strictly adhere to proper
instructions and decisions of Party A, take care of all assets of Party A,
and abide by professional morality.
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19.
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In
case Party B violates the Working Rules or articles of association of
Party A, Party A may impose punishment to Party B in accordance with the
Working Rules or articles of association of Party
A.
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3
CONFIDENTIAL
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20.
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Party
A has the right to require Party B to compensate the economic losses
caused by Party B’s violation of relevant laws, Working Rules or articles
of association of Party A.
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21.
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Party
A has the right to appropriately amend its rules or articles of
association at any time based on its business needs. Party A shall notify
Party B in any way Party A deems proper, including but not limited to,
through notice, announcement, e-mail and memorandum of any such
changes.
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22.
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Party
B shall not take position in any other enterprise or company during
working in Party A. Any invention, creation, development,
design, improvement, production made by Party B during working in Party A
shall belong to Party A, and any intellectual property right arising from
them (including but not limited to patent right, copyright, know-how)
shall also belong to Party A.
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Chapter 9-
Confidentiality
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23.
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Party
B shall keep the proprietary and confidential information of Party A
confidential and shall abide by any confidentiality rules set forth by
Party A. Party B shall not take, use of or disclose any material or
information of Party A to any third party except on behalf of Party A's
and with Party A's prior written consent. Party B shall execute and abide
by the Non-disclosure and Non-Competition Agreement ("Confidentiality
Agreement"). Where Party B breaches the competition restriction
obligation under the Confidentiality Agreement, Party B shall pay
liquidated damages to Party A in accordance with Confidentiality
Agreement.
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24.
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Party
B agrees that Party A may disclose his/her personal information including,
but not limited to, Party B's name, address, nationality, position,
payment, bank account, this Contract and its renewal and amendment, as
directly or indirectly required by Party A's reasonable business and
operation.
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Chapter 10- Modification,
Termination and Extension of the Employment Contract
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25.
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In
case a modification occurs in the laws and administrative regulations that
govern this Contract, the corresponding part of this Contract and
appendixes shall be modified accordingly. In case a major change occurs in
the circumstances under which this Contract was concluded or there is any
conflict between this Contract and the relevant PRC laws and regulations,
so that this Contract cannot be performed anymore, the relevant part of
this Contract may be modified upon agreement between Party A and Party B
through amicable consultation based on the requirements of the relevant
PRC laws and regulations.
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26.
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This
Contract may be terminated upon mutual agreement between Party A and Party
B in writing.
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27.
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Party
A shall have right to unilaterally terminate this Contract with immediate
effect without any prior written notice under the following circumstances,
and will notify Party B of such
termination:
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4
CONFIDENTIAL
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27.1
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The
termination of this Contract during the probation period under Article 3
hereof;
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27.2
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Party
B seriously violates the labor disciplines or the rules or regulations of
Party A (including but not limited to the Working Rules or articles of
association of Party A);
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27.3
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Party
B causes serious damage to the interests of Party A due to Party B’s
serious dereliction of his/her duties (including but not limited to,
his/her duties under Article 7 hereof), or his/her engagement in
malpractices for seeking personal
gains;
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27.4
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Party
B has additionally established an employment relationship with another
employer which materially affects the completion of his tasks
with Party A, or Party B refuses to rectify the matter after
the same is brought to his attention by Party
A;
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27.5
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The
Employment contract is invalid because Party B uses such means as
deception or coercion, or takes advantage of Party A’s difficulties, to
cause Party A to conclude the employment contract, or to make an amendment
thereto, which is contrary to Party A’s true intent;
or
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27.6
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Party
B is criminally prosecuted under the
law.
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28.
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Party
A may terminate this Contract by serving 30 days' prior written notice to
Party B or giving Party B one month’s salary in lieu of notice in any one
of the following circumstances:
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28.1
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where
Party B, after undergoing a legally prescribed period of medical treatment
and recuperation for an illness or a non-work-related injury, remains
unable to carry out the original job, and is also unfit for the job
otherwise assigned to Party B by Party
A;
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28.2
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where
Party B is unable to fulfill the duties of his/her position to the
standards required under the terms hereof or by Party A, and, despite
undergoing further training or a transfer of his/her position, remains
unable to do so;
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28.3
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where
this Contract cannot be performed due to any major changes of any
objective circumstances under which this Contract was concluded, and
following consultation, Party A and Party B cannot agree upon the
necessary modification to be made to this
Contract.
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29.
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The
term "major changes of any objective circumstances" stipulated in Section
27.3 includes but not limited
to:
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5
CONFIDENTIAL
Employment
Contract
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29.1
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Merger
of Party A into another business entity, or sale or transfer by Party A of
substantial portion of the assets it owns to other enterprises or third
parties;
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29.2
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Material
adjustment in operative policy or material changes in operative situation
of Party A;
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29.3
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Serious
difficulty incurred in the operation of Party
A;
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29.4
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Entry
into the period of clearing up, or stop of manufacture or business totally
or partially by Party A;
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29.5
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Declaration
of bankruptcy, dissolution or liquation by Party
A;
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29.6
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Decision
of Party A in ceasing the research and development which directly relates
to Party B's work according to the need of business development of Party A
and/or the actual market situation;
or
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29.7
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Laws
or regulations newly promulgated by the government that makes either Party
or both Parties not able to perform this
Contract.
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30.
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Party
B may resign his/her job and terminate this Contract during the Contract
term with a prior written notice of 30 days to Party A. With
regard to Party A’s economic losses arising from Party B ,
Party A shall have the right to deduct any such amount of economic losses
from corresponding salary and any other remuneration due and payable to
Party B and Party A shall still have the right to claim the uncompensated
economic losses from Party B.
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31.
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In
the event that Party A is close to bankruptcy or faces a bad business
situation or serious difficulty in the operation, Party A shall explain
the situation to its employees. After having solicited opinions
from the employees, and reported the situation to the administrative
department for labor, Party A may terminate this
Contract.
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32.
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Party
A shall not terminate this Contract in accordance with Articles 28 and 31
hereof where Party B:
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32.1
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is
engaged in operations exposing him to occupational disease hazards
and has not undergone a pre-departure occupational health
check-up, or is suspected of having contracted an occupational disease and
is being diagnosed or under medical
observation;
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32.2
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has
been confirmed as having lost or partially lost his capacity to work due
to an occupational disease contracted or a work-related injury sustained
with the Employer;
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32.3
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is
receiving medical treatment for diseases or injuries related to work
within the stipulated period of
time;
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32.4
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is
a female staff member during her pregnancy, maternity and lactation;
or
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6
CONFIDENTIAL
Employment
Contract
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32.5
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has
been working for the Employer continuously for not less than 15 years and
is less than 5 years away from his legal retirement
age;
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32.6
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finds
himself in other circumstances stipulated in laws or administrative
statues.
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33.
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In
any of the following circumstances, Party B may terminate this
Contract:
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33.1
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Party
A fails to pay the social insurance premiums for Party B in accordance
with the law;
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33.2
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Where
Party A forces Party B to work by means of violence, intimidation,
detention or illegal restriction of personal freedom, or where Party B is
instructed in violation of rules and regulations or peremptorily ordered
by Party A to perform dangerous operations which threaten his personal
safety;
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33.3
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Party
A fail to pay labor remuneration in full and on time or fails to provide
the labor protection or working conditions as agreed under this
Contract.
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33.4
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The
Employment contract is invalid because Party A uses such means as
deception or coercion, or takes advantage of Party B’s difficulties, to
cause Party B to conclude the employment contract, or to make an amendment
thereto, which is contrary to Party B’s true
intent;
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33.5
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Party
A’s rules and regulations violate laws or regulations, thereby harming
Party B’s rights and interests; or
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33.6
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Other
circumstances in which laws or administrative statues permit Party B to
terminate his employment contract
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Party B
may terminate the Contract forthwith without giving prior notice to Party A
under the circumstances of article 33.2.
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34.
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Upon
the termination of this Contract, Party B shall cease conducting any
activities on Party A's behalf or complete the uncompleted matters
pursuant to Party A's request, and settle all accounts with Party A. Party
B shall, within 3 days of the termination of this Contract, return all the
property and hand over all files and documents (including but not limited
to written documents and electronic documents) he or she has in his/her
possession but is the property of Party A, and Party A may carry out the
resign procedures with the confirmation of the aforesaid properties, files
and documents and issue resign consent letter . If Party B
fails to complete the above hand-over procedures, Party A could refuse to
handle the procedures of termination for Party B and may set-off any
amounts due to Party B for the losses Party A suffers
therefrom.
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7
CONFIDENTIAL
Employment
Contract
Chapter 11- Economic
Compensation and Repayment
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35.
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Party
A shall provide economic compensation and/or medical subsidies to Party B
pursuant to relevant laws and regulations in case Party A terminates this
Contract according to Article 26, 28 and 31 of this Contract and
applicable laws and regulations.
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36.
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In
case Party A fails to pay salary, economic compensation or medical
subsidies to Party B according to relevant laws and regulations and
stipulations of this Contract, Party A shall bear the statutory liability
for indemnification to Party B.
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37.
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If
Party B terminates this Contract in breach of the terms and conditions
specified herein, Party B shall indemnify Party A for its losses incurred
therefrom according to the relevant laws and
regulations.
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38.
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Before
Party B is trained at Party A’s expense, Party A may require Party B to
execute an agreement, pursuant to which the service term may be prescribed
and if Party B resigns from his/her job by breaching the service term
stipulated in the Contract, Party B shall at the time of resignation
reimburse Party A for the training fees
herein.
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Chapter 12- Settlement of
Labor Disputes
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39.
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Any
dispute arising out of the interpretation and performance of this contract
shall be settled through friendly consultation between the
Parties. If the parties fail to reach a solution through
friendly consultation, one or both parties can bring such dispute to the
competent Labor Dispute Arbitration Commission within sixty (60) days of
the dispute. In case the parties have no disagreement to the
arbitral award of such Labor Dispute Arbitration Commission, such arbitral
award is final and binding upon the parties. In case any party
is not satisfied with the decision of the arbitration, the party may bring
a lawsuit to the court having
jurisdiction.
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Chapter 13-
Miscellaneous
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40.
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Party
B has been aware of and agreed to abide by the Working Rules, which will
be provided to Party B from time to time, and shall be of the same legal
validity with this Contract. However, this Contract shall
prevail in the event of any conflict between the Working Rules and this
Contract.
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41.
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Party
A and Party B could execute the Agreement to Amend Employment Contract
attached as Appendix B to revise partial provisions of this Contract, or
conclude a new employment contract upon agreement of
consultation.
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42.
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The
invalidity and non-enforcement of any provision of this Contract shall not
affect the validity of any other provision of this
Contract.
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43.
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Failure
or delay of any Party hereto to exercise a right under this Contract shall
not constitute a waiver thereof.
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8
CONFIDENTIAL
Employment
Contract
|
44.
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If
there is any conflict between this Contract and the relevant laws and/or
regulations, the provisions of the relevant laws and/or regulations shall
prevail.
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45.
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This
Contract shall become effective from the date of the execution
hereof. In case both parties do not execute this Contract on
the same day, the later date shall be the effective date of this
Contract.
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Party
A: Xi’an Baorun Industrial
Development
Co., Ltd.
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Party
B: Li Gaihong
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By:
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/s/ Gao Xincheng |
By:
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/s/ Li Gaihong | |
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Name:
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Gao Xincheng | |||
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Date:
October 25, 2010
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Date:
October 25,
2010
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9
CONFIDENTIAL
Employment
Contract
Appendix
A
Agreement
to Renew Employment Contract
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The
renewed terms of this Employment Contract shall come into force and effect
as of the ___ day of _____, ____ and shall expire as of the ___ day of
_____, ____. All provisions of the original Employment Contract
shall apply to this renewed Contract.
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Party
A (chop):
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Party
B (signature):
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Date:
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The
renewed terms of this Employment Contract shall come into force and effect
as of the ___ day of _____, ____ and shall expire as of the ___ day of
_____, ____. All provisions of the original Employment Contract
shall apply to this renewed Contract.
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Party
A (chop):
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Party
B (signature):
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Date:
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The
renewed terms of this Employment Contract shall come into force and effect
as of the ___ day of _____, ____ and shall expire as of the ___ day of
_____, ____. All provisions of the original Employment Contract
shall apply to this renewed Contract.
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Party
A (chop):
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Party
B (signature):
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Date:
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10
CONFIDENTIAL
Employment
Contract
Appendix
B
Agreement
to Amend Employment Contract
|
Party
A and Party B voluntarily and equally agree to make the following
amendments to this Employment Contract through amicable consultation：
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______________________________________________________________________________________________
。
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Besides
the above amendments, other provisions of the original Employment Contract
shall remain valid.
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Party
A (chop):
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Party
B (signature):
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Date:
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Party
A and Party B voluntarily and equally agree to make the following
amendments to this Employment Contract through amicable consultation：
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______________________________________________________________________________________________。
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Besides
the above amendments, other provisions of the original Employment Contract
shall remain valid.
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Party
A (chop):
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Party
B (signature):
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Date:
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11
CONFIDENTIAL
