Unassociated Document


    Employment
Contract

     

    Employment
Contract

    Of
Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.

    


    


    Party
A: Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.

    
      Address:
Yongye Industrial Park, Jinshan Road, Jinshan Development District, Huhehaote
City

    

    
      Legal
Representative: Wu Zishen

    

    


    Party
B: Yu, Yue

    Home
Address: C-1-502, Ze Hao Ya Ju, Xin Wan Er Lu, Jianghan District, Wuhan, Hubei
Province, China 430023

    Date
of Birth: Nov 9, 1975

    ID/Passport
Number: 110105197511097719

    Registered
Permanent Address:

    


    Chapter 1- General
Provisions

    


    
      	
              1.

            	
              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:

            


    

    


    Chapter 2-
Term

     

    
      	
              2.

            	
              This
      Contract shall be a contract with a fixed term of _3_ years, from
      March 20,
      2009
      ("Starting Date") to March
      19  , 2012.

            


    

    


    
      	
              3.

            	
              [intentionally
      blank]

            


    

    


    
      	
              4.

            	
              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.

            


    

    


    Chapter 3- Scope of
Work

    


    
      	
              5.

            	
              Party
      B agrees to assume the position of Chief Financial
      Officer 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 [Beijing, China].

            


    

    


    
      	
              6.

            	
              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.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Employment
Contract

     

    Chapter 4- Duties of Party
B

    


    
      	
              7.

            	
              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:

            


    

    
      	
            	
              7.1

            	
              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

            


    

    


    
      	
            	
              7.2

            	
              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.

            


    

     

    Chapter 5- Work Schedule,
Labor Protection and Working Conditions

     

    
      	
              8.

            	
              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.

            


    

    


    
      	
              9.

            	
              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.

            


    

    


    
      	
              10.

            	
              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.

            


    

    


    Chapter 6-
Remuneration

    


    
      	
              11.

            	
              In
      consideration of the duties and obligations assumed by Party B under this
      Contract, Party A shall pay annual salary of USD145,000 to Party B,
      confirmed in writing per month, which will be payable on _15th  of each
      corresponding month.

            


    

    
      	
              12.

            	
              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.

            


    

    


    
      	
              13.

            	
              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.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      Employment Contract

       

    

    
      	
              14.

            	
              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.

            


    

    


    
      	
              15.

            	
              Party
      A shall deduct the following from the salary payable to Party B in
      accordance with the relevant PRC laws and
  regulations:

            


    

    


    
      	
               
      

            	
              15.1

            	
              The
      individual income tax of Party B;

            


    

    


    
      	
               
      

            	
              15.2

            	
              The
      part of the society insurance and other welfare benefits which are to be
      borne by Party B;

            


    

    


    
      	
               
      

            	
              15.3

            	
              All
      compensation or fines payable by Party B and withheld by Party A on the
      effective court verdict or arbitration
decision;

            


    

    


    
      	
               
      

            	
              15.4

            	
              All
      compensation or fines payable by Party B to Party A according
      to  court verdict or arbitration
  decision.

            


    

     

    
      	
              16.

            	
              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.

            


    

    


    Chapter 7- Insurance,
Welfare and Leave

    


    
      	
              17.

            	
              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.

            


    

    


    Chapter 8- Labor
Discipline

    


    
      	
              18.

            	
              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.

            


    

    


    
      	
              19.

            	
              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.

            


    

    


    
      	
              20.

            	
              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.

            


    

    


    
      	
              21.

            	
              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.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Employment
Contract

     

    
      	
              22.

            	
              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.

            


    

    


    Chapter 9-
Confidentiality

    


    
      	
              23.

            	
              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.

            


    

    


    
      	
              24.

            	
              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.

            


    

    


    
      	
               
      

            	
              Chapter 10-
      Modification, Termination and Extension of the Employment
      Contract

            


    

    


    
      	
              25.

            	
              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.

            


    

    


    
      	
              26.

            	
              This
      Contract may be terminated upon mutual agreement between Party A and Party
      B in writing.

            


    

    


    
      	
              27.

            	
              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:

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Employment
Contract

     

    
      	
               
      

            	
              27.1

            	
              The
      termination of this Contract during the probation period under Article 3
      hereof;

            


    

    


    
      	
               
      

            	
              27.2

            	
              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);

            


    

    


    
      	
               
      

            	
              27.3

            	
              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;

            


    

    


    
      	
               
      

            	
              27.4

            	
              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;

            


    

    


    
      	
               
      

            	
              27.5

            	
              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

            


    

    


    
      	
               
      

            	
              27.6

            	
              Party
      B is criminally prosecuted under the
law.

            


    

    


    
      	
              28.

            	
              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:

            


    

    


    
      	
               
      

            	
              28.1

            	
              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;

            


    

    


    
      	
               
      

            	
              28.2

            	
              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;

            


    

    


    
      	
               
      

            	
              28.3

            	
              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.

            


    

    


    
      	
              29.

            	
              The
      term "major changes of any objective circumstances" stipulated in Section
      27.3 includes but not limited to:

            


    

    


    
      	
               
      

            	
              29.1

            	
              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;

            


    

    


    
      	
               
      

            	
              29.2

            	
              Material
      adjustment in operative policy or material changes in operative situation
      of Party A;

            


    

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      Employment Contract

       

    

    
      	
               
      

            	
              29.3

            	
              Serious
      difficulty incurred in the operation of Party
A;

            


    

    


    
      	
               
      

            	
              29.4

            	
              Entry
      into the period of clearing up, or stop of manufacture or business totally
      or partially by Party A;

            


    

    


    
      	
               
      

            	
              29.5

            	
              Declaration
      of bankruptcy, dissolution or liquation by Party
  A;

            


    

    


    
      	
               
      

            	
              29.6

            	
              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

            


    

    


    
      	
               
      

            	
              29.7

            	
              Laws
      or regulations newly promulgated by the government that makes either Party
      or both Parties not able to perform this
  Contract.

            


    

    


    
      	
              30.

            	
              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.

            


    

    


    
      	
              31.

            	
              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.

            


    

    


    
      	
              32.

            	
              Party
      A shall not terminate this Contract in accordance with Articles 28 and 31
      hereof where Party B:

            


    

    
      	
               
      

            	
              32.1

            	
              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;

            


    

    


    
      	
               
      

            	
              32.2

            	
              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;

            


    

    


    
      	
               
      

            	
              32.3

            	
              is
      receiving medical treatment for diseases or injuries related to work
      within the stipulated period of
time;

            


    

    


    
      	
               
      

            	
              32.4

            	
              is
      a female staff member during her pregnancy, maternity and lactation;
      or

            


    

    


    
      	
               
      

            	
              32.5

            	
              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;

            


    

    


    
      	
               
      

            	
              32.6

            	
              finds
      himself in other circumstances stipulated in laws or administrative
      statues.

            


    

    


    
      	
              33.

            	
              In
      any of the following circumstances, Party B may terminate this
      Contract:

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Employment
Contract

     

    
      	
               
      

            	
              33.1

            	
              Party
      A fails to pay the social insurance premiums for Party B in accordance
      with the law;

            


    

     

    
      	
               
      

            	
              33.2

            	
              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;

            


    

    


    
      	
               
      

            	
              33.3

            	
              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.

            


    

    


    
      	
               
      

            	
              33.4

            	
              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;

            


    

    


    
      	
               
      

            	
              33.5

            	
              Party
      A’s rules and regulations violate laws or regulations, thereby harming
      Party B’s rights and interests; or

            


    

    


    
      	
               
      

            	
              33.6

            	
              Other
      circumstances in which laws or administrative statues permit Party B to
      terminate his employment contract

            


    

    
      	
            	
               
      

            	
                      .

            


    

    Party B
may terminate the Contract forthwith without giving prior notice to Party A
under the circumstances of article 33.2.

    


    
      	
              34.

            	
              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.

            


    

    


    Chapter 11- Economic
Compensation and Repayment

     

    
      	
              35.

            	
              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.

            


    

    
      	
              36.

            	
              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.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Employment
Contract

     

    
      	
              37.

            	
              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.

            


    

    


    
      	
              38.

            	
              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.

            


    

    


    Chapter 12- Settlement of
Labor Disputes

    


    
      	
              39.

            	
              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.

            


    

    


    Chapter 13-
Miscellaneous

    


    
      	
              40.

            	
              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.

            


    

    


    
      	
              41.

            	
              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.

            


    

    


    
      	
              42.

            	
              The
      invalidity and non-enforcement of any provision of this Contract shall not
      affect the validity of any other provision of this
    Contract.

            


    

     

    
      	
              43.

            	
              Failure
      or delay of any Party hereto to exercise a right under this Contract shall
      not constitute a waiver thereof.

            


    

     

    
      	
              44.

            	
              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.

            


    

     

    
      	
              45.

            	
              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.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Employment
Contract

     

    
      
        	
                Party
      A: Inner Mongolia Yongye Nongfeng

                Biotechnology
      Co., Ltd.

                By:

                   
      :__/s/ Zishen
      Wu________________

                 

                Name:

                   
      :______________________

                 

                Date:

                   
      :2009.5.25

              	
                Party B:

                :

                 

                By:  /s/
      Sam Yu

                :

                 

                 

                Date:

                :2009.3.20

              


      

    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Employment
Contract


    Appendix
A

     

     

    Agreement
to Renew Employment Contract

     

     

    
      
        
          	
                   

                  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.

                  。

                   

                  Party
      A
      (chop):                       Party
      B (signature):

                  :

                   

                  Date:

                   

                
	
                   

                  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.

                   

                   

                  Party
      A
      (chop):                       Party
      B (signature):

                   

                      Date:

                   

                
	
                   

                  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.

                   

                  Party
      A
      (chop):                       Party
      B (signature):

                   

                    
       Date:

                   

                


        

      



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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:

                    _________________________________________________________________

                    _________________________________________________________________

                    _________________________________________________________________

                    _________________________________________________________________

                    _________________________________________________________________

                    _________________________________________________________________

                    _________________________________________________________________

                    Besides
      the above amendments, other provisions of the original Employment Contract
      shall remain valid.

                     

                    Party
      A
      (chop):                       Party
      B (signature):

                    Date:

                     

                  
	
                    Party
      A and Party B voluntarily and equally agree to make the following
      amendments to this Employment Contract through amicable consultation:

                    :

                    __________________________________________________________________

                    __________________________________________________________________

                    __________________________________________________________________

                    __________________________________________________________________

                    __________________________________________________________________

                    __________________________________________________________________

                    __________________________________________________________________

                    Besides
      the above amendments, other provisions of the original Employment Contract
      shall remain valid.

                     

                    Party
      A
      (chop):                       Party
      B (signature):

                     

                    Date:

                     

                  


          

        

      

    

    
       

      
        
          
          

        

        
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