Exhibit 10.1


 


CHINA COMMERCIAL CREDIT, INC.


No. 1688, Yunli road, Tongli


Wujiang, Jiangsu Province


People’s Republic of China


(86-0512) 6396-0022


 


December 22, 2016


 


Ms. Boling Liu


Xin'an 4th Rd, XinAn, Baoan District,


Shenzhen, Guangdong Province,


China, 518133 


 


	Re:	Director Offer Letter


 


Dear Ms. Liu,


 


China Commercial Credit, Inc., a Delaware
corporation (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the
“Board”).  We believe your background and experience will be a significant asset to the Company and
we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter
agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms
and conditions relating to the services you agree to provide to the Company.


 


1.           Term.  This
Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions
in Section 9 below or until your successor is duly elected and qualified.  The position shall be up for re-election each
year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in
full force and effect.


 


2.           Services.  You
shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached
hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate
in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You
may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other
members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.


 


3.           Compensation.  As
compensation for your services to the Company, you will receive $20,000 in cash per year for serving on the Board starting from
January 1, 2017, which shall be paid to you quarterly in arrears as determined by the Company.


 


You shall be reimbursed
for reasonable and approved expenses incurred by you in connection with the performance of your Duties.


 


4.           [intentionally
left blank]


 


5.           No
Assignment.  Because of the personal nature of the services to be rendered by you, this Agreement may not be
assigned by you without the prior written consent of the Company.


 


6.           Confidential
Information; Non-Disclosure.  In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a.           Definition.  For
purposes of this Agreement the term “Confidential Information” means:


 


i.           Any
information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or
could have commercial value or utility in the business in which the Company is engaged; or


 


ii.          Any
information which is related to the business of the Company and is generally not known by non-Company personnel.


 



    

     

    




 


iii.         Confidential
Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts,
ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business
plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.


 


b.           Exclusions.  Notwithstanding
the foregoing, the term Confidential Information shall not include:


 


i.         
  Any information which becomes generally available to the public other than as a result of a breach of the confidentiality
portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;


 


ii.           Information
received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and


 


iii.          Information
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


c.           Documents.  You
agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same.  You shall promptly return any such documents or items, along with
any reproductions or copies, to the Company upon the earliest of Company's demand, termination of this Agreement, or your termination
or Resignation, as defined in Section 9 herein.


 


d.           Confidentiality.  You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except
as maybe necessary in the course of your business relationship with the Company.  You further agree that you will not
use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of
your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. 


 


e.           Ownership.  You
agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work
rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating
to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions
to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and
to perfect, obtain, maintain, enforce, and defend any rights assigned.


 


7.           Non-Competition.  You
agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination
of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker,
agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested
in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or
products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company
or its subsidiaries or affiliates; provided, however, that you may own securities of any
public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of
stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant
or otherwise.


 



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8.            Non-Solicitation.  So
long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for
employment any individual who was an employee of the Company during your tenure.


  


9.            Termination
and Resignation.  Your membership on the Board may be terminated for any or no reason by a vote of the stockholders
holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership
on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have
been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your
membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company
(“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified,
upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right
to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested
portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with
your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as
of the effective date of such termination or Resignation shall be forfeited and cancelled.


 


10.         Governing
Law.  All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements
made and to be performed entirely in the State of New York.


 


11.         Entire
Agreement; Amendment; Waiver; Counterparts.  This Agreement expresses the entire understanding with respect to
the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter
hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with
the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not
be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition
of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of
this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision
of this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all
of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile
of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.


  


12.         Indemnification.  The
Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such
Losses incurred as a result of your negligence or willful misconduct.  The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent
permitted by applicable law.  Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request
for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced
if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified
by the Company.


 


13.         Not
an Employment Agreement.   This Agreement is not an employment agreement, and shall not be construed or interpreted
to create any right for you to continue employment with the Company.


 


14.         Acknowledgement.  
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive,
and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.


 






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The Agreement has been executed and
delivered by the undersigned and is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 	 
	 	CHINA COMMERCIAL CREDIT, INC.
	 	 	 
	 	By:	/s/ Mingjie Zhao
	 	Name:	Mingjie Zhao
	 	Title:	Chief Executive Officer


 


AGREED AND ACCEPTED:


 


	/s/ Boling Liu	 
	Boling Liu	 


  



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Schedule A


 


The director is offered to serve on the following Board committee(s):


 


	 	Audit Committee
	 	
        Nominating and Governance Committee

        Compensation committee