EX-10.20






Exhibit 10.20





 









 





SERVICE CONTRACT TERM SHEET






BETWEEN



MIE Holdings Corporation

MIE 



AND





Zhang Ruilin





Dated: July 9, 2009

2009 



 









 





SERVICE CONTRACT TERM SHEET





THIS SERVICE CONTRACT TERM SHEET (the “Contract”) is made on this 9th day of July, 2009 by and
between:









	(1)	 	MIE Holdings Corporation (the “Company”), a company established and existing under the laws
of Cayman Islands; and
	 
	 	 	
	 
	(2)	 	Zhang Ruilin, an individual, a PRC citizen (with passport number G18206054 and identification
card no. 222303197101280436). (the “Employee”).
	 
	 	 	




The Company and the Employee shall hereinafter individually be referred to as a “Party” and
collectively as the “Parties.”








ARTICLE 1 — INTERPRETATION





In this Contract, unless the context otherwise requires, the following terms shall have the
following meanings:









	 	 	 	“Affiliate” means, with respect to any specified Person, any other Person who or which,
directly or indirectly, controls, is controlled by, or is under common control with, such
specified Person, including, without limitation, any general partner, officer, director,
member, manager or employee of such Person.
	 
	 	 	 	
	 
	 	 	 	“Board” means the board of directors from time to time of the Company or (as the context
may require) the majority of directors present and voting at any meeting of the Board duly
convened and held.
	 
	 	 	 	
	 
	 	 	 	“Business” means all the business and affairs carried out by the Group or any member of it
from time to time.
	 
	 	 	 	
	 
	 	 	 	“Business Day” means any day (other than Saturday and Sunday) on which banks in the PRC
generally are open for business.





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	 	 	“Group” means the Company and its Affiliates from time to time. A member of the Group
refers to any one or all of the Company and its Affiliates.
	 
	 	 	
	 
	 	 	“Person” means an individual, partnership, corporation, proprietorship, business
undertakings, joint stock company, trust, unincorporated association, enterprise,
governmental body and organ, or any other similar entity of any of the foregoing.
	 
	 	 	
	 
	 	 	“PRC” means the People’s Republic of China.
	 
	 	 	
	 
	 	 	“Renewed Term” has the meaning ascribed to such term in Article 2.3.
	 
	 	 	
	 
	 	 	“Term” has the meaning ascribed to such term in Article 2.2.
	 
	 	 	





ARTICLE 2 — EMPLOYMENT







	2.1	 	Employment
	 
	 	 	
	 
	 	 	The Employee will work in the position of Executive Director of the Company, reporting
directly to the Board of Directors of the Company.
	 
	 	 	
	 
	2.2	 	Term
	 
	 	 	
	 
	 	 	Subject to the provisions for termination set out in Article 6, the term of this Contract
(the “Term”) shall be approved by a resolution duly passed by the shareholders of the
Company.
	 
	 	 	





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	2.3	 	Renewal of Contract
	 
	 	 	
	 
	 	 	At least thirty (30) days prior to the scheduled expiration of the Term, the Company
shall either offer the Employee a renewal of the Contract for the same or a new term (the
“Renewed Term”), or shall inform the Employee in writing that the Company does not intend
to renew the Contract. If the Company offers to renew the Contract, the Employee shall
accept or refuse the renewal prior to the expiration of the Term. In the event that the
Employee fails to respond prior to the expiration of the Term, the Employee shall be
deemed to have refused to renew the Contract and the Contract shall expire at the end of
the Term.
	 
	 	 	





ARTICLE 3 — DUTIES AND SERVICES







	3.1	 	General Obligations
	 
	 	 	
	 
	 	 	The Employee hereby undertakes with the Company that during the Term, he shall use his
best endeavours to carry out his duties hereunder and to protect, promote and act in the
best interests of the Company and the Group.
	 
	 	 	
	 
	3.2	 	Duties of the Employee
	 
	 	 	
	 
	 	 	The Employee in his office as Executive Director of the Company shall:
	 
	 	 	






	 	(1)	 	diligently exercise such powers and perform such duties as may from
time to time be assigned to him by the Company, including, but not limited to:
	 
	 	 	 	






	 	(i)	 	managing all aspects of the business of the Company and
such subsidiaries and associated companies as the Company may from time to
time request; and
	 
	 	 	 	
	 
	 	(ii)	 	formulating and implementing clear business strategies for
the Company and such subsidiaries and associated companies;




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	 	(2)	 	comply with all reasonable and lawful directions given to him by the Company;
	 
	 	 	 	
	 
	 	(3)	 	promptly make such reports to Board of Directors as the Company requests; and
	 
	 	 	 	
	 
	 	(4)	 	use his best endeavours to promote, protect, develop and extend the business
of the Company and such subsidiaries and associated companies as the Company may from
time to time request;
	 
	 	 	 	
	 
	 	(5)	 	comply with all applicable laws and regulations.
	 
	 	 	 	






	3.3	 	Duty to Inform
	 
	 	 	
	 
	 	 	The Employee shall at all times give promptly to the Board (in writing if so
requested) all such information as the Board may reasonably require in relation to his
duties hereunder and of the Business in so far as such information is or ought to be
within the knowledge of the Employee and provide such explanation as the Board may require
in connection therewith.
	 
	 	 	
	 
	3.4	 	Work Hours
	 
	 	 	
	 
	 	 	The Employee’s normal work hours shall be eight hours each day excluding meals, five
days per week, Monday to Friday, for a total of forty (40) hours per week. The Employee may
be required to (and, if so required, shall) work outside these normal hours without
additional pay.
	 
	 	 	
	 
	3.5	 	Leave
	 
	 	 	
	 
	 	 	The Employee shall be entitled to legal holidays, annual leave and other paid leaves
of absence in accordance with applicable law, this Contract and the Company’s work rules
(if any).




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ARTICLE 4 — REMUNERATION 







	4.1	 	Salary
	 
	 	 	
	 
	 	 	In consideration for the performance of his all duties and obligations hereunder, the
annual base salary of the Employee during the Term shall be further discussed between the
Employee and the Board.
	 
	 	 	





ARTICLE 5 — CONFIDENTIALITY 







	5.1	 	Confidentiality
	 
	 	 	
	 
	 	 	The Employee shall maintain all information which may be disclosed to him concerning
operation, management, technology, marketing or financial information of the Company or any
business entity affiliated with the Company and information relating to the business and
services of the Company as well as any confidential information received by the Company
from third parties (the “Confidential Information”) in the strictest confidence and agrees
not to disclose, directly or indirectly, in any manner, any Confidential Information to any
person inside or outside the Company without the prior written consent of the Company.
	 
	 	 	





ARTICLE 6 — TERMINATION 







	6.1	 	Termination by the Company
	 
	 	 	
	 
	 	 	The Company may dismiss the Employee at any time upon thirty (30) days prior written
notice upon passing a shareholders resolution to dismiss the Employee.
	 
	 	 	





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	 	 	(30) 
	 
	6.2	 	Termination by the Employee
	 
	 	 	
	 
	 	 	The Employee may at any time resign from employment with the Company upon thirty (30) days
prior written notice. Upon the Employee’s resignation, the Company shall have no obligation
to pay any compensation to the Employee in respect of the termination of this Contract.
	 
	 	 	





ARTICLE 7 — MISCELLANEOUS







	7.1	 	Language
	 
	 	 	
	 
	 	 	This Contract is executed in both English and Chinese. Both versions have equal effect.
	 
	 	 	
	 
	7.2	 	Service Agreement
	 
	 	 	
	 
	 	 	Within three (3) months of July 9, 2009, the Company and the Employee shall enter into an
executive director services agreement on substantially the terms set forth on this term
sheet and such other terms as agreed by the Parties.
	 
	 	 	





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IN WITNESS WHEREOF this Contract has been duly executed the day and year first above written.






For and on behalf of





	 	 	 
	MIE Holdings Corporation

	 	Zhang Ruilin
	MIE 

	 	
	 
	 	 
	/s/ Zhao Jiangwei

	 	/s/ Zhang Ruilin
	Name:                                         

	 	Name:                                         
	

	 	
	Title:                                        
	 	 
	
	 	 







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