Unassociated Document


     

    
      CHINA
FUNDAMENTAL ACQUISITION CORPORATION

      


      


      This
Executive Employment Agreement (this “Agreement”) is dated as of
March 12th, 2010 by and between Anthony Hung (the “Executive”) and CHINA
FUNDAMENTAL ACQUISITION CORPORATION, a company registered and incorporated in
the Cayman Islands (the “Company”).

      


      The
Company believes it is in the best interests of the Company to employ the
Executive and incentive the Executive to serve the Company. Accordingly, the
Company and the Executive agree to enter into this Employment
Agreement.

      


      Now
therefore, in consideration of the mutual promises, covenants and agreements
contained herein, the parties hereto agree as follows:

      


      
        	
                1.  

              	
                Term of
      Agreement

              


      

      


      
        	
                (a)  

              	
                This
      Agreement shall commence
      on          , 2010 (the
      “Start Date”) and
      will end on the second anniversary of the Start Date (the “Initial Term”).
      Commencing on the second anniversary of the Start Date, and each such
      anniversary thereafter, the term of the Executive’s employment shall
      automatically be extended for one (1) additional year, unless, no later
      than ninety (90) days prior to such anniversary, either party shall have
      given notice to the other that it does not wish to extend the Employment
      Period of this Agreement. Subject to the Company’s severance payment
      obligations set forth in Section 7 below, this Agreement may be terminated
      by either party with cause during the Initial Term or without cause after
      the Initial Term, on ninety (90) days written notice to the other
      party.

              


      

      


      
        	
                2.  

              	
                Position and
      Duties

              


      

      


      
        	
                (a)  

              	
                Executive
      shall be employed by the Company as Chief Financial Officer and will
      directly report to the Chief Executive Officer and the
    Board.

              


      

      
        	
                (b)  

              	
                Executive
      shall perform such duties and responsibilities as are normally related to
      such position in accordance with the standards of the industry and any
      additional duties now or hereafter assigned to Executive by the Company.
      Executive shall abide by the Company’s rules, regulations, and practices
      as they may from time-to –time be adopted or
  modified.

              


      

      
        	
                (c)  

              	
                Except
      upon the prior written consent of the Company, Executive will not, during
      the term of this Agreement, accept any other employment, or engage,
      directly or indirectly, in any other business activity (whether or not
      pursued for pecuniary advantage) that might interfere with Executive’s
      duties and responsibilities hereunder or create a conflict of interest
      with the Company.

              


      

      
        	
                (d)  

              	
                It
      is understood that the Company is in the process of restructuring and the
      Executive's role and responsibilities may be refined in accordance with
      the Company's evolving requirements.  The scope of the
      Executive's duties shall be determined from time to time in accordance
      with the needs of the Company by the Board of Directors.  The
      Company may reassign the Executive to a different position in the Company,
      or assign the Executive to work in any entity of the Company Group (as
      defined below) or a different location.  If appropriate, the
      level of the Executive’s salary and benefits will be increased or
      decreased in accordance with such new
  assignment.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      For the
purpose of this Agreement, and other relevant agreements entered into by and
between the Company and the Executive, “Company Group” shall mean, collectively,
(i) the Company; (ii) Authentic Genius Limited, a Hong Kong company, the wholly
owned subsidiary of the Company; (iii) Beijing Xin Fu Industry Consulting Co.,
Ltd.(北京信赋兴业咨询有限公司), a
wholly owned subsidiary of Authentic Genius Limited ; (iv) Giant Nova Holdings
Limited, a British Virgin Islands company, a wholly owned subsidiary of the
Company; (v) Beijing Wowjoint Machinery Co., Ltd. (北京万桥兴业机械有限公司), a
PRC company, an affiliate of the Company; and any other direct or indirect
subsidiary or affiliate of any of the foregoing companies that may be
established from time to time.

      


      
        	
                3.  

              	
                Compensation

              


      

      


      The
Executive will receive an annual salary of US$120,000. In addition, the
Executive shall be entitled to additional stock incentive as set forth in
Exhibit I to this Agreement.

      During
the continuance of this Agreement, the Executive will be entitled to participate
in and to receive benefits from all present and future medical and all other
benefits made available generally to employees of the Company.

      


      
        	
                 4.  

              	
                 Working Hours and
      Holidays

              


      

      


      The
Executive shall carry out her duties on a full-time basis, no less than Eight
(8) hours each day, from Monday to Friday of every week. The Executive will be
required to work in flexible working hours as needed to fulfill his/her
duties.

      


      The
Executive is entitled to 10 workings days paid leave per year in addition to the
gazetted public holidays.

      


      
        	
                5. 

              	
                Location of
      Work

              


      

      


      The
Executive will be required to work in such place(s), within or outside
thejurisdiction of the People’s Republic of China (the “PRC”) as assigned by the
Company. Such place may include but not limited to the premises of the Company’s
related companies in Hong Kong.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                6. 

              	
                Inventions

              


      

      


      If,
during the term of this Agreement, the Executive performs work that results in
the development of any inventions relating to processes, products or formula
(the "Inventions"), such
Inventions shall be the exclusive property of the Company, and the Executive
shall promptly disclose the Inventions to the Company, and shall take all
necessary steps, including the execution of documents, to vest ownership and
control of the Inventions in the Company.  Notwithstanding the
foregoing, the Executive shall have the right to retain ownership of all patents
obtained on any Inventions made by the Executive during the Executive’s
non-working hours, and without use of or reference to the Company's facilities,
Confidential Information or materials.

      


      
        	
                7. 

              	
                Termination of
      Employment and Severance
Benefits

              


      

      


      
        	
              	
                (a)

              	
                Termination of
      Employment. This Agreement may be terminated upon the occurrence of
      any of the following events:

              


      

      


      
        
          	
                	
                  (i) 

                	
                   The
      Company’s determination in good faith to terminate the Executive for Cause
      (as defined in Section 9
below);

                


        

      

      


      
        
          	
                	
                  (ii) 

                	
                   
      The
      effective date of a written notice sent to the Company from the Executive
      stating that the Executive is electing to terminate his employment with
      the Company (“Voluntary
      Termination”); provided that such effective date shall be no
      earlier than Ninety (90) days after delivery of written notice to the
      Company; or

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                Effect of Termination;
      Severance Benefits. Executive and Company each agrees that the
      following provisions shall apply in the event of termination of
      employment:

              


      

      


      
        	
              	
                (i) 

              	
                Voluntary
      Termination. If the Executive’s employment terminates by
      Voluntary
      Termination, then the Executive shall not be entitled to receive payment
      of any severance benefits. The Company shall have the option, in its sole
      discretion, to make Executive’s termination effective at any time prior to
      the end of such notice period as long as the Company provides Executive
      with all compensation to which he would be entitled for continuing
      employment through the last day of the notice period. Thereafter, all
      obligations of the Company under this Agreement shall
    cease.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Involuntary
      Termination. After the third anniversary of the Start Date, except
      in situations where Executive’s employment is terminated for Cause, by
      death or by disability, in the event that the Company terminates
      Executive’s employment, Executive will be eligible to receive an amount
      equal to ninety (90) days of Executive’s then-current Base Salary payable
      in the form of salary continuation.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        
          	
                	
                  (iii)

                	
                  Termination for
      Cause. The Company shall pay to Executive’s all compensation to
      which Executive is entitled up through the date of termination, and
      thereafter, all of the Company’s obligations under this Agreement shall
      cease.

                


        

      

      


      
        	
              	
                (c) 

              	
                Termination
      Obligations

              


      

      


      
        
          	
                	
                  (i) 

                	
                  Executive
      agrees that all property, including, without limitation,
      all   equipment, tangible proprietary information,
      documents, records, notes, contracts, and computer-generated materials
      furnished to or prepared by Executive incident to his employment belong to
      the Company and shall be promptly returned to the Company upon termination
      of Executive’s employment.

                


        

      

      
        
          	
                	
                  (ii) 

                	
                  Upon
      termination of Executive’s employment, Executive shall be deemed to have
      resigned from all offices and directorships then held with the Company and
      any subsidiary of the Company. Following any termination of employment,
      Executive shall cooperate with the Company in the winding up or
      transferring to other employees of any pending work and shall also
      cooperate with the Company in the defense of any action brought by any
      third party against the Company that relates to Executive’s employment by
      the Company.

                


        

      

      
        
          	
                	
                  (iii) 

                	
                  Executive
      agrees that his obligations under this Section as well as Section 8 shall
      survive the termination of employment and the expiration of this
      Agreement.

                


        

      

      


      
        	
                8.

              	
                Restrictive
      Covenants

              


      

      


      
        
          	
                	
                  (a) 

                	
                  Confidentiality
      Agreement. Executive acknowledges that it is the policy of the
      Company to maintain as secret and confidential all Confidential
      Information (as defined below), and that Confidential Information has been
      and will be developed at substantial cost and effort to the
      Company.  Executive shall neither during the employment (except
      in the proper performance of his duties) nor at any time (without limit)
      after its termination, directly or
indirectly:

                


        

      

      
        
          	
                	
                  (i) 

                	
                  use
      for his own purposes or for those of any other person, company, business
      entity or other organization whatsoever;
or

                


        

      

      
        
          	
                	
                  (ii) 

                	
                  disclose
      to any person, company, business entity or other organization
      whatsoever:

                


        

      

      
        anytrade
secrets or confidential information relating or belonging to the Company or any
other member of the Company Group including but not limited to any such
information concerning manufacturing, management processes, technology,
marketing, financial information, trade secrets, “know-how,” customers, certain
methodologies and other information of the Company or any other member of the
Company Group, and information relating to the products, procedures, business
and services of the Company or any other member of the Company Group, any
document marked 'Confidential' (or with a similar expression), or any
information which Executive has been told is confidential or which he might
reasonably expect the Company or any other member of the Company Group would
regard as confidential, or any information which has been given to the Company
or any other member of the Company Group in confidence by customer, supplier or
other persons (“Confidential
Information”).

      

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      The
obligations contained in Section 8(a) shall cease to apply to any information or
knowledge which may subsequently come into the public domain after the
termination of employment other than by way of unauthorized
disclosure.

      


      
        
          	
                	
                  (b) 

                	
                  Non-solicitation.
      For two years following the last date of employment, the Executive shall
      not, either for his/her own account or for the account of any other
      person: (i) solicit, induce, attempt to hire, or hire any employee or
      contractor of the Company or any other member of the Company Group or any
      other person who may have been employed or engaged by the Company or any
      other member of the Company Group during the term of his/her employment
      with the Company unless that person has not worked with the Company or any
      other member of the Company Group, as the case may be, within the twelve
      month period following his/her last day of employment with the Company;
      (ii) solicit business or relationship in competition with the Company or
      any other member of the Company Group from any of the Company’s or any
      other member of the Company Group’s customers, suppliers or partners or
      any other entity with which the Company or any other member of the Company
      Group does business; (iii) assist in such hiring or solicitation by any
      other person or business entity or encourage any such employee to
      terminate his employment with the Company or any other member of the
      Company Group; or (iv) encourage any such customer, supplier or partner or
      any other entity to terminate its relationship with the Company or any
      other member of the Company Group, or change its relationship with the
      Company or any other member of the Company Group, in such a way that would
      have any negative consequence on the financial condition, operations,
      assets, business, properties or prospects of the
  Company.

                


        

      

      


      
        
          	
                	
                  (c) 

                	
                  Non-Competition.
      Due to the fact that Executive is responsible for making senior
      level executive decisions and has access to the Company’s business secrets
      (including technical and commercial secrets as well as know-how), upon
      termination of this Agreement, whether or not for a legal cause, without
      the Company’s prior written consent Executive shall not, within a period
      of twenty-four (24) months thereafter (the “Non-Competition Term”),
      directly or indirectly, (i) enter into the employ of or render any
      services to any person or entity engaged in any business which is a
      Competitive Business (as defined below); (ii) engage in any Competitive
      Business for his or her own account; (iii) become associated with or
      interested in any Competitive Business as an individual, partner,
      shareholder, creditor, director, officer, principal, agent, employee,
      trustee, consultant, advisor or in any other relationship or
      capacity.

                


        

      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      For the
purpose of this Agreement, the term “Competitive Business” shall mean any
business which operates in any current or planned aspect of the business
conducted by the Company or any other member of the Company Group (including
without limitation business of sales, design, engineering, manufacturing,
installation, and R&D of non-standard construction equipment and technical
consultation on the development and maintenance of railways (high speed &
conventional), highways and bridges in China) or planned geographic market of
the Company and any other member of the Company Group.

      


      
        
          	
                	
                  (d) 

                	
                  Executive
      acknowledges that the covenants contained in Sections 7(a),(b) and (c) are
      reasonable in the scope of the activities restricted, the geographic area
      covered by the restrictions, and the duration of the restrictions, and
      that such covenants are reasonably necessary to protect the Company’s
      legitimate interests in its Confidential Information and in its
      relationships with employees, customers and suppliers. The Executive
      further acknowledges such covenants are essential elements of this
      Agreement and that, but for such covenants, the Company would not have
      entered into this Agreement.

                


        

      

      


      
        
          	
                	
                  (e) 

                	
                  The
      Company and the Executive have each consulted with
      their       respective legal counsel
      and have been advised concerning the    reasonableness
      and propriety of such
covenants.

                


        

      

      


      
        	
                9. 

              	
                Definitions.

              


      

      “Cause”
shall mean (i) Executive commits a crime
involving      dishonesty, breach or trust, or
physical harm to any person; (ii) Executive willfully engages in conduct that is
in bad faith and materially injurious to the Company, including but not limited
to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive
commits a material breach of any Restrictive Covenants under Section 8 (a) (b)
or (c) of this Agreement, which breach is not cured within Twenty (20) days
after written notice to Executive from the Company; (iv) Executive willfully
refuses to implement or follow a reasonable and lawful policy or directive of
the Company, which breach is not cured within Twenty (20) days after written
notice to Executive from the Company.

      


      
        
          	
                  10. 

                	
                  Conflicts

                


        

      

      
        Executive
represents that his performance of all the terms of this Agreement will not
breach any other agreement to which the Executive is a party. Executive has not,
and will not during the term of this Agreement, enter into any oral or written
agreement in conflict with any of the provisions of this Agreement. Executive
further represent that he is entering into or has entered into an employment
relationship with the Company of his own free will and that he has not bee
solicited as an employee in any way by the Company.

      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                11. 

              	
                Miscellaneous
      Provisions.

              


      

      


      
        
          	
                	
                  (a) 

                	
                  Amendments and
      Waivers. Any term of this Agreement may be
      amended   or waived only with the written consent of the
      parties.

                


        

      

      
        
          	
                	
                  (b) 

                	
                  Sole Agreement.
      This Agreement, constitutes the sole agreement of the parties and
      supersedes all oral negotiations and prior writings with respect to the
      subject matter hereof.

                


        

      

      
        
          	
                	
                  (c) 

                	
                  Choice of Law.
      The validity, interpretation, construction
      and   performance of this Agreement shall be governed by
      the laws of the State of New York without giving effect to the principles
      of conflict of laws.

                


        

      

      
        
          	
                	
                  (d) 

                	
                  Severability.
      If one or more provisions of this Agreement are held to be unenforceable
      under applicable law, the appropriate judicial authority will construe
      such provision by limiting or reducing it to the minimum extent necessary
      to make it legally
enforceable.

                


        

      

      
        
          	
                	
                  (e) 

                	
                  Arbitration. In
      the event that any controversy, claim or dispute arises concerning either
      (a) the interpretation or (b) the performance by any party to this
      Agreement, of any of the terms hereof (a “Controversy”), the Parties shall
      promptly conduct negotiations in good faith to resolve such Controversy
      effecting as nearly as possible the intent and purposes of the Parties.
      Any resolution of such Controversy shall be set forth in a writing singed
      by each Party involved in such Controversy. If the Parties are unable to
      settle such Controversy within thirty (30) days, the Controversy or
      Controversies remaining shall be finally and exclusively settled by
      binding arbitration in Hong Kong under the rules of the Hong Kong
      International Arbitration
Centre.

                


        

      

      
        
          	
                	
                  (f) 

                	
                  No Waiver. In
      no circumstances shall this Agreement be interpreted to mean that
      Executive has waived any rights, including due process, to which he is
      entitled under applicable
law.

                


        

      

      
        
          	
                	
                  (g) 

                	
                  Advice of Counsel.
      Executive acknowledges that he has had the opportunity to consult
      legal counsel concerning this Agreement, that he has read and understands
      the Agreement, that he is fully aware of its legal effect, and that he has
      entered into it freely based on his own judgment and not on any
      representations or promises other than those contained in this
      Agreement.

                


        

      

      


      


      [Signature
Page Follows]

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      The
parties have executed this Agreement the date first written above.

      


      


      


      


      


      CHINA
FUNDAMENTAL ACQUISITION CORPORATION

      


      


      


      By:
________________________________________

      Name:

      Capacity:

      


      


      


      


      EXECUTIVE:

      


      


      Signature:
___________________________________

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      EXHIBIT
I

      


      
        	
                Performance
      Target

              	
                Shares
      to be Vested

              
	
                Migration
      to NASDAQ of the Company upon the acquisition of Authentic Genius Limited
      (the “Hong Kong Company”) and Giant Nova Holdings Limited (the “BVI
      Company”). Completion of registration of all unregistered shares and
      warrants issued and sold at the Company’s initial public offering and any
      shares or warrants issued and sold after the acquisition of the Hong Kong
      Company and the BVI Company before or by September 30,
      2010.  30000 shares shall be granted and 15000 shall be vested
      immediately and 15000 shall be vested upon the completion of 1 year
      employment.

              	
                30,000

              
	
                Shares
      trading at or above $10.00 for 180 days out of 360 trading days. The 180
      days are not required to be consecutive during the period from the
      completion date of acquisition of the Hong Kong Company and the BVI
      Company to the second anniversary date of the completion of
      acquisition.

              	
                30,000

              
	
                Average
      daily trading volume according to Yahoofinance.com is no less than 200,000
      shares for consecutive three months during the period from the completion
      date of acquisition of the Hong Kong Company and the BVI Company to the
      second anniversary date of the completion of acquisition.

              	
                30,000

              


      

       

      
        
           

        

        
          9