Exhibit
10.4


 


FORM OF
INDEPENDENT DIRECTOR AGREEMENT


 


                THIS INDEPENDENT DIRECTOR AGREEMENT
(this “Agreement”)
is made and entered into this          day
of            , 2010, by
and between CHINA NEW BORUN CORPORATION, a
company established under the laws of the Cayman Islands (the “Company”)
and                                   ,
an individual residing at                                             
(the “Director”).


 


RECITALS:


 


WHEREAS, the Company has confidentially
submitted a Registration Statement on Form F-1 with the U.S. Securities
and Exchange Commission for the purpose of completing an initial public
offering (the “IPO”) of American depositary shares representing the
Company’s ordinary shares, par value US$0.001 per share (“Common Stock”);
and


 


WHEREAS, the Company [desires to appoint][has
appointed] the Director to serve on the Company’s board of directors (the “Board”)
and the Director desires to accept such appointment to serve on the Board; and


 


WHEREAS, the Director [has been][may be]
appointed as a member of one or more committees of the Board; and


 


WHEREAS, the Director [has been][may be]
appointed to serve as Chairman of one or more committees of the Board.


 


AGREEMENT:


 


NOW,
THEREFORE, in
consideration of the foregoing and the Director’s services to the Company as a
member of the Board, as a member of such Committees of the Board to which he
may be appointed from time to time and as Chairman of one or more committees to
which he may be appointed in such capacity from time to time, and intending to
be legally bound hereby, the Company and the Director hereby agree as follows:


 


1.             Term.   The Company
hereby appoints the Director, and the Director hereby accepts such appointment
by the Company, for the purposes and upon the terms and conditions contained in
this Agreement. The term of such appointment shall commence upon the date that
the IPO has been officially completed (the “Commencement Date”) and
shall expire one (1) year from the Commencement Date (the “Expiration
Date”), unless terminated prior to the Expiration Date pursuant to the
Director’s earlier resignation or removal from office in accordance with the
Company’s then current Certificate of Incorporation and Memorandum and Articles
of Association. In the event that the Director’s successor has not been elected
and qualified as of the Expiration Date, the Director shall continue to serve
hereunder until such successor has been duly elected and qualified.


 


2.             Compensation. 
The Company agrees to compensate the Director, and the Director agrees
to accept, an annual compensation fee in the amount of US$                             for his service as (a) a member of the Board, (b) as
a member of each committee of the Board to 


 

















 


which he may be
appointed and (c) as Chairman of each committee of the Board to which he
may be appointed (collectively referred to hereinafter as the “Annual Fee”).  The Annual Fee shall be payable in cash and
shall be paid to the Director, pro rata, on the last day of each fiscal
quarter.  In the event that the Director
serves less than a full year on the Board, the Company shall only be obligated
to pay the pro rata portion of such Annual Fee to the Director for his services
performed during such year.


 


3.             Independence. 
The
Director acknowledges that his appointment hereunder is contingent upon the
Board’s determination that he is “independent” with respect to the Company, as
such term is defined by Section 303A.02 of the New York Stock Exchange’s
Listed Company Manual, and that his appointment may be terminated by the
Company in the event that the Director does not maintain such independence.


 


4.             Duties.  The Director shall exercise his powers in good
faith and in the best interests of the Company, including but not limited to,
the following:


 


(a)           Conflicts of Interest. In the event that the Director has a direct or
indirect financial or personal interest in a contract or transaction to which
the company is a party, or the Director is contemplating entering into a
transaction that involves use of corporate assets or competition against the
Company, the Director shall promptly disclose such potential conflict to the
applicable Board committee and proceed as directed by such committee.


 


(b)           Corporate Opportunities. Whenever the Director becomes aware of a
business opportunity, related to the Company’s business, which one could
reasonably expect the Director to make available to the Company, the Director
shall promptly disclose such opportunity to the applicable Board committee and
proceed as directed by such committee.


 


(c)           Candor. The Director shall ensure that, through the
appropriate legal channels, he provides to the Company’s shareholders all
material relevant information known to him when a voting or investment decision
has been submitted to the shareholders.


 


(d)           Confidentiality.  The Director
agrees and acknowledges that, by reason of the nature of his duties as
Director, he will have or may have access to and become informed of
confidential and secret information which is a competitive asset of the Company
(“Confidential Information”), including without limitation any lists of
customers or suppliers, distributors, financial statistics, research data or
any other statistics and plans or operation plans or other trade secrets of the
Company and any of the foregoing which belong to any person or company but to
which the Director has had access by reason of his relationship with the
Company.  The Director agrees faithfully
to keep in strict confidence, and not, either directly or indirectly, to make
known, divulge, reveal, furnish, make available or use (except for use in the
regular course of his employment duties) any such Confidential
Information.  The Director acknowledges
that all manuals, instruction books, price lists, information and records and
other information and aids relating to the Company’s business, and any and all
other documents containing Confidential Information furnished to the Director
by the Company or otherwise acquired or developed by the Director, shall at all
times be the property of the Company. 
Upon termination of the Director’s services hereunder, the Director
shall return to the Company any such property or documents which are in his
possession, custody or control, but his obligation of confidentiality shall
survive 


 


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such termination until
and unless any such Confidential Information shall have become, through no
fault of the Director, generally known to the public.  The obligations of the Director under this
subsection are in addition to, and not in limitation or preemption of, all
other obligations of confidentiality which the Director may have to the Company
under general legal or equitable principles.


 


5.             Expenses.  Upon
submission of adequate documentation by the Director to the Company, the
Director shall be reimbursed for all reasonable expenses incurred by him in
connection with his positions as a member of the Board and for his services as
a member of each committee of the Board to which he may be appointed.


 


6.             Withholding.  The Director
agrees to cooperate with the Company to take all steps necessary or appropriate
for the withholding of taxes by the Company required under law or regulation in
connection herewith, and the Company may act unilaterally in order to comply
with such laws.


 


7.             Binding Effect.  This
Agreement shall be binding upon and inure to the benefit of the Company and its
successors and assigns.


 


8.             Recitals.  The recitals
to this Agreement are true and correct and are incorporated herein, in their
entirety, by this reference.


 


9.             Validity. 
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


 


10.           Headings and Captions. 
The titles and captions of paragraphs and subparagraphs contained in
this Agreement are provided for convenience of reference only, and shall not be
considered terms or conditions of this Agreement.


 


11.           Neutral Construction. 
Neither party hereto may rely on any drafts of this Agreement in any
interpretation of the Agreement. Both parties to this Agreement have reviewed
this Agreement and have participated in its drafting and, accordingly, neither
party shall attempt to invoke the normal rule of construction to the
effect that ambiguities are to be resolved against the drafting party in any
interpretation of this Agreement.


 


12.           Counterparts. 
This Agreement may be executed in one (1) or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.


 


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13.           Miscellaneous.  This
Agreement shall be construed under the laws of the State of New York, without
application to the principles of conflicts of laws.  This Agreement constitutes the entire
understanding between the parties with respect to its subject matter, and there
are no prior or contemporaneous written or oral agreements, understandings, or
representations, express or implied, directly or indirectly related to this
Agreement that are not set forth or referenced herein.  This Agreement supersedes all negotiations,
preliminary agreements, and all prior and contemporaneous discussions and understandings
of the parties hereto and/or their affiliates. 
The Director acknowledges that he has not relied on any prior or
contemporaneous discussions or understandings in entering into this
Agreement.  The terms and provisions of
this Agreement may be altered, amended or discharged only by the signed written
agreement of the parties hereto.


 


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Left Blank]


 


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                IN WITNESS WHEREOF, the parties hereto have executed this
Independent Director Agreement as of the day and year first above written.


 


	
  CHINA
  NEW BORUN CORPORATION, a

  Cayman Islands company

  	
   

  	
  DIRECTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name: Mr. WANG
  Jinmiao

  	
   

  	
   

  
	
  Title:   President and Chief Executive Officer

  	
   

  	
   

  
					



 


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