Exhibit 10.55


 


	
  SinoTech Energy Limited

  	
  Employment
  Agreement

  



 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “Agreement”)
dated as of September 1, 2010, is entered into by  and between SinoTech Energy Limited
(the “Company”) and Mr. Zhang Boxun,  a
citizen of People’s Republic of China, ID No. 110107197603200018, (the “Executive”).


 


WHEREAS, the Company has appointed the
Executive to the position of Chief Financial Officer effective September 1,
2010, and the Executive has
accepted such appointment;


 


WHEREAS, in connection with such appointment,
the Company and the Executive  desire
to enter into this Agreement;


 


NOW, THEREFORE, in consideration of the
Executive’s appointment as  Chief
Financial Officer, and for other good and valuable consideration the  receipt of which is hereby acknowledged, it is agreed
by the Executive and  Company
as follows:


 


Section 1.                  Employment


 


The Company hereby employs the Executive as  Chief Financial Officer of the Company and
Tianjin New Highland Science and Technology Development Co., Ltd. (“TNH”,
collectively with the Company, the “Group Companies”), a wholly owned
subsidiary of the Company incorporated in the People’s Republic of China (the “PRC”)  (the “Employment”). The term of the Employment,
pursuant  to this Agreement, will commence on September 1, 2010 (the “Commencement Date”)  and will continue for three (3) years or until
the earlier termination of this Agreement  as
described in Section 11 hereof (the “Employment Term”). The Executive  hereby
accepts such Employment.


 


Section 2.                  Job
Responsibilities


 


(a)                             During
the Employment Term, the Executive’s duties shall include all jobs assigned by,
and the Executive shall report to, the Company’s Chief Executive Officer and
the board of directors of the Company (the “Board”), including but not
limited to:


 


a.                                       taking
charge of the preparation of the annual audit of the consolidated financial
statements and the quarterly review of quarterly consolidated financial
statements of the Group;


 


b.                                      reporting
to the audit committee of the Board as necessary;


 


c.                                       arranging
equity, equity-linked, debt (including bank borrowings) financings for the
Group;


 


d.                                      participating
in and organizing future potential mergers and acquisitions by the Group;


 


e.                                       maintaining
communications with investors and analysts and a sound relationship with all
relevant parties in connection with the Company’s initial public offering and
future financings;


 

















 


f.                                         establishing
and maintaining the sound operation of the internal control system of the
Group.


 


The
Executive’s services will be performed primarily in the PRC.


 


(b)                            The Executive shall devote
the Executive’s full business time to the performance of, and use his best
efforts to perform, his duties hereunder and shall comply with all applicable
laws, regulations and rules as well as the Memorandum and Articles of
Association of the Group Companies and the guidelines, policies and procedures
of the Company approved from time to time by the Board.  The Executive shall adhere to good business
ethics and practices and shall not take advantage of his position
for personal gains. If the Executive is selected as a director of the Company,
the Executive shall refrain from voting, in his/her capacity of a director of
the Company, on matters in relation to his/her employment or termination of
his/her employment at meetings of the board of directors of the Company.


 


(c)                             Except
with the prior written approval of the Company, the Executive shall not render
commercial or professional services of any nature to any person or organization,
whether or not for compensation, and the Executive will not directly or
indirectly engage, participate, invest, finance or otherwise assist in any
business activity that is potentially competitive in any manner with the
business of the Group Companies or any business activity that may cause the
Executive to be in conflict of interest with the Company, whether or not for
profit.


 


Section 3.                  Compensation
and Benefits


 


As full consideration for the services to be
provided by the Executive under this Agreement and as full compensation for the
obligations and restrictions to be imposed on the Executive by this Agreement,
the Company shall pay the Executive, and the Executive agrees to accept, the
Base Salary (as defined below), stock option and other incentive programs, and
other benefits as set forth in this Section 3.


 


(a)                             Base salary.  The Company shall pay the Executive an annual salary (the “Base Salary”) of
RMB1,200,000, which shall be payable on a monthly basis in twelve equal
instalments at a monthly fixed amount of RMB100,000 on the 28th day of each
month  and subject to deductions for taxes and other
withholdings as required by applicable laws and regulations.  The annual salary  may be paid by the Company or by
TNH based upon advice from the Company’s accountants and it being agreed that
the first of such twelve-month period shall commence on September 1, 2010.  If the Company is satisfied with the
performance of the Executive during the first year of the Employment, 100% of
the RMB1,200,000 Base Salary shall be paid in each subsequent year on a monthly
basis in twelve equal instalments at a monthly fixed amount of RMB100,000 on
the 28th day of each month starting from the second
year of the Employment and subject to deductions for taxes and other withholdings
as required by applicable laws and regulations.


 


(b)                            Taxes.  All taxes regarding the Executive’s
compensation are and shall remain the Executive’s responsibility and will be
borne by the Executive.  If
the
Company bear an obligation to withhold and collect taxes in accordance with any laws or
regulations,
the Company shall do so.  The Company
agrees to endeavour to structure the payment of the Executive’s compensation in
a tax-efficient manner in



 


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compliance
with applicable laws and regulations and acceptable to the Company’s accounting firm
and legal advisors.


 


(c)                             Stock options.  For rendering services, the Executive shall
be eligible to or receive the equity compensation as set forth in Exhibit A
attached hereto and any other equity compensation that the
Company may award to the Executive at the Company’s discretion.


 


(d)                            Benefits.  The Executive shall be eligible to receive
any benefit as the Company generally provides to its senior executives of
comparable position in accordance with the benefit plans established and
amended from time to time by the Company in its sole discretion, including, but
not limited to, any retirement plan, life insurance plan, health insurance plan,
unemployment, and other social insurance and housing fund benefits, and travel/holiday plan
in accordance with applicable PRC law and regulations. The Company agrees to elect the Executive as a
member of the Board and provide the Executive with director and office liability
insurance effective on or before the date of the initial public offering (“IPO”)
of the Company’s shares, the terms of which insurance will be determined by the
Company.
The annual paid vacation of the Executive shall be ten (10) days, in
addition to the statutory holidays provided in accordance with the applicable
PRC laws and regulations.  If during any calendar year the Executive is
employed for less than the full calendar year,  the
Executive’s annual
paid vacation will be pro-rated for such calendar year.


 


Section 4.                  Business
Expenses


 


The Company shall reimburse the Executive, in
accordance with the Company’s policies and practices in effect from time to
time, for all the Expenses reasonably incurred by the Executive in performance
of the Executive’s duties hereunder.


 


Section 5.                  Confidentiality
and Non-Disclosure.


 


(a)                             The Executive recognizes and
acknowledges that he will have access to certain information of the Company and
its subsidiaries and that such information is confidential and constitutes valuable,
special and unique property of the Company. 
The parties agree that the Company has a legitimate interest in and is
entitled to the protection of its interests in the Confidential Information (as
defined below).  Without the prior
written consent of the Company or pursuant to applicable law, the Executive
shall not at any time, either during or subsequent to the term of this
Agreement, disclose to others, use, copy or permit to be copied any
Confidential Information of the Company (regardless of whether developed by the
Executive) except pursuant to his duties to and on behalf of the Company, it
successors, assigns or nominees.


 


(b)                            Confidential Information”
shall mean all information related to any aspect of the business of the Company
and its subsidiaries which is either information not known by actual or
potential competitors of Company or is proprietary information of Company,
whether of a technical nature or otherwise. 
Confidential Information includes disclosures, processes, systems,
methods, formulae, devices, patents, patent applications, trademarks,
intellectual properties, instruments, materials, products, patterns,
compilations, programs, techniques, sequences, designs, 


 


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research or development activities and plans,
specifications, computer programs, source codes, conceptions, technology,
technical data, costs of production, pricing policies, volume of sales,
promotional methods, marketing plans, lists of names or classes of customers or
personnel, lists of suppliers, business plans, business opportunities,
financial information, corporate structure and know-how, whether disclosed to
the Executive directly or indirectly, in writing or orally, or in the form of
correspondence, image, object or otherwise, or embodied in memoranda, manuals,
letters or other documents, computer disks, tapes or other information storage
devices, hardware, or other media or vehicles.


 


Section 6.                  Inventions


 


(a)                             Inventions.  The term “Inventions” includes, without limitation,
any and all processes, inventions, ideas, designs and discoveries (whether or
not patentable or registrable under copyright or similar laws and whether or
not reduced to practice), technology, original works of authorship,
developments, improvements, formulas, patents, copyrights, compositions of
matter, computer software programs, databases, mask works and trade secrets
that are conceived, developed or reduced to practice by the Executive alone or
with others.


 


(b)                            Inventions Retained and
Licensed.  Exhibit B of this Agreement sets forth
all Inventions which were made by the Executive prior to his Employment with
the Company (collectively, the “Prior Inventions”). Such Prior Inventions,
which belong to the Executive and are related to the Company’s proposed
business, products or research and development, are not assigned to the Company
hereunder. In case that there is no Prior Invention listed in Exhibit B
hereof, the Executive hereby confirms that no Prior Invention exist. If in the
course of his Employment with the Company, the Executive incorporates into a
Company product, process, machine or other project a Prior Invention owned by
the Executive or in which the Executive has an interest, the Executive hereby
grants to the Company a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (which may be freely transferred by the Company to any other
person or entity) to make, have made, modify, use, sell, sublicense and engage
in other actions with respect to such Prior Invention as part of or in
connection with such product, process or machine.


 


(c)                             Assignment of Inventions. The Executive agrees that
he will promptly make full written disclosure to the Company, will hold in
trust for the sole right and benefit of the Company, and hereby assign to the
Company, or its designee, without further compensation, all his right, title,
and interest in and to any and all Inventions which the Executive may solely or
jointly conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, during the period of time the Executive is in
the employment of the Company and within twelve (12) months after the
termination or expiration of the Employment, except as provided in Section 6(d) below.
The Executive further agrees that all patentable and copyrightable works which
are made by the Executive (solely or jointly with others) within the scope of
and during the period of his Employment with the Company, are “works for hire”
and the Executive hereby assigns all proprietary rights, including patent and
copyright, in these works to the Company or its successor in interest without
further compensation.


 


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(d)                            Unrelated Inventions. Inventions as referenced
to in Section 6 hereof does not include inventions which the Executive can
demonstrate to be developed entirely on his own time without using the Company’s
equipment, supplies, facilities or trade secret information (the “Unrelated
Inventions”), unless those inventions that are either (i) related at the
time of conception or reduction to practice of the invention to the Company’s
business, or actual or demonstrably anticipated research or development of the
Company, or (ii) result from any work performed by the Executive for the
Company.  The Executive agrees to
disclose promptly to the Company all such Unrelated Inventions and to provide
the Company or its assignee first rights of refusal to license such disclosed
Unrelated Inventions within three months after his disclosure of such Unrelated
Inventions based on commercially negotiated terms.


 


(e)                             Maintenance of Records. The Executive agrees to
keep and maintain adequate and current written records of all Inventions made
by the Executive (solely or jointly with others) during the Employment
Term.  The records will be in the form of
notes, sketches, drawings, and any other format that may be specified by the
Company. The records will be available to and remain the sole property of the Company
at all times.


 


(f)                               Patent and Copyright
Registrations.


 


a.                                       The Executive agrees to
assist the Company, or its designee, upon the instruction of the Company, in
every proper way to secure the Company’s rights in the Inventions and any
copyrights, patents or other intellectual property rights relating thereto in
any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Inventions, and
any copyrights, patents or other intellectual property rights relating thereto.


 


b.                                      The Executive further agrees
that his obligation to execute or cause to be executed any such instrument or
papers shall continue after the termination of this Agreement. If the Company
is unable because of the Executive’s mental or physical incapacity or for any
other reason to secure his signature to apply for or to pursue any application
for any domestic or foreign patents or copyright registrations covering
Inventions assigned to the Company as above, then the Executive hereby
irrevocably designates and appoints the Company and its duly authorized
officers and agents as his agent and attorney in fact, to act for and in his
behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters
patent or copyright registrations thereon with the same legal force and effect
as if executed by the Executive.


 


(g)                            This Section 6 shall
survive the termination of this Agreement for any reason.


 


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Section 7.                  Information
of Previous Employer


 


The
Executive agrees that during his Employment with the Company he will not
inappropriately use or disclose any proprietary information or trade secrets
owned by any previous employer of the Executive or any other individual or
entity obtained prior to his Employment with the Company, nor will he bring to
the Company any such non-public document or proprietary information.


 


Section 8.                  Information
of Third Parties


 


The Executive hereby
acknowledges that the Company has received and may continue to receive from
third parties confidential or proprietary information.  The Executive agrees to keep in strict
confidence all of such confidential or proprietary information in his
possession and to refrain from using or disclosing to any individual, entity or
company such confidential or proprietary information, except that such use or
disclosure is in compliance with the agreement between the Company and such
third party and is necessary for the performance of relevant work on behalf of
the Company. This Section 8 shall survive the termination of this
Agreement for any reason.


 


Section 9.                  Non-competition
and Non-Solicitation


 


(a)                             The
Executive agrees that, except with the prior written approval of the Board, during
the Employment Term and for a period of two (2) years following the
termination of the Employment (for whatever reason), the Executive shall not,
directly or indirectly:


 


a.                                       refer
or attempt to refer to any third party any business in which the Company or its
Affiliates currently engage or will likely engage or participate, including,
without limitation, solicitation or provision of any business or services that
are essentially similar to the business of the Company or its Affiliates on
behalf of any individual, company or other entity who was then an existing or
prospective customer, supplier or partner of the Company or its Affiliates.


 


b.                                      solicit
any person with whom the Company or its Affiliates maintains employment or
consulting relation
to leave their employment with the Company or its Affiliates, or to employ any such person,
or otherwise direct or cause any such
person to terminate his employment or consulting relationship with the
Company or its Affiliates.


 


For the purpose of this Agreement, “Affiliate”
means any individual or entity directly or indirectly controlled by the
Company.  For the purpose of this
section, “Control” means the direct or indirect possession of the power to
direct or cause to direct the management and policies of such individual or
entity, whether through ownership of voting securities, by contract or
otherwise, including, without limitation, (a) the direct or indirect
ownership of 50% or more of the outstanding stocks or other equity interests
issued by such entity, (b) direct or indirect ownership of the 50% or more
voting power of such entity, or (iii) the power to appoint, directly or
indirectly, a majority of the members of the board of directors or other
similar decision-making organization of such entity.


 


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(b)                            During
a period of two years following the termination of the Employment (for whatever
reason), without the prior written consent of the Company, the Executive shall not,
directly or indirectly, engage in any manner in any business that may compete
with the business of the Company anywhere in the world, and without the prior
written consent of the Company, the Executive shall not, directly or indirectly,
anywhere in China (including the People’s Republic of China, Taiwan and the
special administrative regions of Hong Kong and Macau), own an interest in,
manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any person or entity that
competes with the Company.


 


(c)                             In the event that the
Executive is in breach of the provisions of this section, the restricted period
set forth above shall be extended by the length of the period of such breach.


 


(d)                            The Executive acknowledges
that the compensation to be paid by the Company shall have contained any and
all economic consideration for each and all obligations of the Executive under
this Section 9.


 


(e)                             Each covenant contained in this Section 9
constitutes an independent covenant, and if any covenant is unenforceable,
other covenants shall continue to be valid and binding. In the event the term
of any restriction or the territorial restriction contained in this Section 9
is finally determined by a competent court to have exceeded the maximum extent
deemed reasonable and enforceable by such court, then this Agreement shall be
amended as such to adopt the longest term or largest territory deemed by such
court to be enforceable.


 


(f)                               All covenants contained in
this Section 9 shall be interpreted as a separate agreement independent of
other provisions of this Agreement.  Any
lawsuit or claim brought by the Executive against the Company (whether by
virtue of this Agreement or any other agreement) shall not constitute a defence
against the enforcement of this Section 9 by the Company.


 


(g)                            This Section 9 shall
survive the termination of this Agreement for any reason. In the event the
Executive breaches this Section 9, the Executive shall pay the Company
compensation as much as his annual Base Salary. The Executive acknowledges that
there will be no adequate remedy at law, and the Company shall be entitled to
injunctive relief and/or a decree for specific performance, and such other
relief as may be proper (including monetary damages if appropriate).  In any event, the Company shall have right to
seek all remedies permissible under applicable law.


 


Section 10.           No
Conflict.


 


The Executive represents and warrants that the
execution by the Executive of this Agreement, the Employment with the Company,
and the performance by the Executive of his duties and responsibilities
pursuant to this Agreement will not breach any of his legal or contractual
obligation to any prior employer of the Executive or any other parties,
including, without limitation, any obligation in respect of proprietary or
confidential information or intellectual property rights of such party.


 


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Section 11.           Termination of Employment.


 


(a)                             Termination by Reason of
Death.  The Executive’s Employment shall terminate
automatically upon the Executive’s death. In the event that Employment of the
Executive by the Company terminates as a result of the Executive’s death, the
Executive’s estate will receive all unpaid compensation accrued as of the date
of the termination of the Employment as provided in Section 3 hereof; provided that the Company may deduct and withhold any amount
to which it is entitled or as required under applicable laws
and regulations.  In addition, upon termination, the
Executive shall be eligible to receive an amount equal to three
(3) months of the
Executive’s then-current Base Salary payable in the form of salary continuation.  Thereafter, all obligations of the Company under
this Agreement shall terminate.  Nothing
contained herein shall prevent the estate or heirs of the Executive from being
entitled to any interest or other applicable benefits under any life insurance
programs (if any).  If the death of the
Executive occurs during the performance of his duties for the Company, the
Company shall pay to the appropriate beneficiaries a special compensation at an
amount to be determined by the Company which shall not exceed the annual Base
Salary of the Executive as set forth in Section 3(a) hereof.


 


(b)                            Termination by Reason of
Disability.  The Company may terminate the
Executive’s Employment by reason of the Executive’s Disability during the
Employment Term, provided that such termination is
permitted by applicable laws.  For the
purpose of this Section 11(b), “Disability” means that the Executive has
been unable to, as
a result of his physical or mental impairment, perform his duties under this Agreement for sixty
(60)  consecutive business days,
unless a longer period is required by applicable law, in which case such longer
period would apply. A
termination of the Executive’s Employment by the Company for Disability shall
be communicated to the Executive by written notice, and shall be effective on
the 30th day after receipt of such notice by the
Executive (the “Disability Effective Date”), unless the Executive returns to
full-time performance of the Executive’s duties before the Disability Effective
Date.  Upon termination, the Company
shall pay all compensation of the Executive accrued up to the date of
termination pursuant to Section 3 hereof; provided,
however, that the Company may deduct and withhold any amount
to which it is entitled or as required under applicable laws
and regulations.  In addition, upon termination, the
Executive shall be eligible to receive an amount equal to three
(3) months of the
Executive’s then-current Base Salary payable in the form of salary continuation. Thereafter, all obligations of the Company
under this Agreement shall terminate. 
The provisions of this Section 11(b) shall not affect the
Executive’s rights under any disability program that he participates (if any).


 


(c)                             Termination
by Mutuality.                            The Executive’s
Employment may be terminated by the Company and the Executive by mutual written
consent.


 


(d)                            Termination
by Expiration.                            The Executive’s
Employment shall automatically terminate on the date when the Employment Term
expires unless the Company and the Executive enter into a new employment
agreement within one month prior to the expiration of the Employment Term.


 


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(e)                             Termination for Cause.  The Company may terminate the Executive’s
Employment for Cause. “Cause” shall exist upon the
occurrence of one of or more of the following events: (a) the Executive
commits willful misconduct or gross negligence in performance of his duties
hereunder (“Malfeasance”) and fails to correct such Malfeasance within a
reasonable period specified by the Company (the “Correction Period”) after the
Company has sent the Executive a written notice demanding correction within the
Correction Period; (b) the Executive seriously violates the internal rules of
the Company and fails to correct such violation within a reasonable period
specified by the Company (the “Correction Period”) after the Company has sent
the Executive a written notice demanding correction within the Correction
Period; (c) the Executive is convicted by a court of theft, fraud or other
criminal offense; or (d) the Executive seriously breaches his/her duty of
loyalty to the Company or an Affiliate under the laws of the Cayman Islands,
the PRC or other relevant jurisdictions. The Company may terminate the Employment of the Executive for Cause at
any time without prior written notice. 
Upon termination, the Company shall pay all compensation of the
Executive accrued up to the date of termination pursuant to Section 3
hereof; provided, however, that the Company may
deduct and withhold any amount to which it is entitled under applicable laws
and regulations.  Thereafter, all obligations of the Company
under this Agreement shall terminate.


 


(f)                               Termination without Cause.  The Company may terminate the Executive’s
Employment without Cause by giving written notice sixty
(60) days in advance of such termination.  Upon termination, the Executive shall be
eligible to receive an amount equal to three (3) months
of the Executive’s then-current Base Salary payable in the form of salary
continuation (including, for the avoidance of doubt, any portion
accrued and payable pursuant to Section 3(a)(ii) hereof, if any); provided, however, that the Company
may deduct and withhold any amount to which
it is entitled or as required under
applicable laws and regulations.  Thereafter,
all obligations of the Company under this Agreement shall cease.


 


(g)                            Termination by Executive.


 


a.                                       The Executive may terminate the Employment for Good Reason,
which means any material breach of this Agreement by the Company that is not
remedied by the Company promptly after receipt of the remedy request from the
Executive. A termination of the Employment by the Executive for Good Reason
shall be effectuated by the Executive’s giving the Company written notice sixty (60) days in advance of the termination, setting forth
in reasonable detail the specific conduct of the Company that constitutes Good
Reason and the specific provision(s) of this Agreement on which the
Executive relies.  Upon termination, the
Executive shall be eligible to receive an amount equal to one (1) month of
the Executive’s then-current Base Salary payable in the form of salary
continuation; provided, however, that the
Company may deduct and withhold any amount to which
it is entitled or as required under
applicable laws and regulations.  Thereafter all obligations of the Company
under this Agreement shall cease.


 


b.                                      The Executive may terminate the Employment
without Good Reason by giving the Company written notice sixty (60) days in advance of such termination.


 


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No severance or other separation benefits shall be paid to the Executive.


 


Section 12.           Return of Documents


 


The Executive agrees
to promptly return to the Company all documents and materials in any form
received by the Executive by virtue of his Employment with the Company upon or
prior to the termination of his Employment with the Company, including, without
limitation, all originals and copies of any Confidential Information as defined
in Section 5 hereof as well as any part thereof, together with all
equipment and other tangible or intangible assets of the Company.  The Executive agrees not to retain any
document or material that contains such Confidential Information or any copy
thereof. This Section 12 shall survive the termination of this Agreement
for any reason.


 


Section 13.           Indemnification


 


A breaching party shall indemnify and hold
harmless the non-breaching party from and against any and all expenses,
liabilities or losses (including any interest paid or suffered as a result of
any breach of this Agreement and attorney’s fees) incurred or suffered by the
non-breaching party as a result of any breach by the breaching party of this
Agreement.


 


Section 14.           Miscellaneous Provisions


 


(a)                             Assignment.  The
Executive agrees that he will not transfer, assign or otherwise dispose of
(whether voluntarily, involuntarily or by operation of law) any rights or
interests under this Agreement, and the rights of the Executive shall not be
subject to any security interest or creditors’ claims. Any such transfer,
assign or other disposal shall be invalid. Nothing contained in this Agreement
shall prevent the Company from merging into or with any other company or
selling all or substantially all of the assets of the Company, or transfer this
Agreement or any obligation under this Agreement.  In the event of any change in the ownership
interest or the control of the Company, the provisions of this Agreement shall
continue to apply and shall be binding upon any successors. Notwithstanding and
subject to the foregoing, this Agreement shall be valid and binding upon, and
inure to the benefit of, the successor, representative, heirs and permitted
assigns of each party, and shall not vest in any other individual or entity any
interest.


 


(b)                            Governing Law.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the Hong Kong Special Administrative Region.


 


(c)                             Severability; Enforceability.  The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.


 


(d)                            Amendment and Waiver.  This
Agreement may not be amended, modified or changed (in whole or in part), except
by a formal, definitive written agreement expressly referring to this Agreement
executed by both of the parties hereto. 
Any failure or delay to assert any right, remedy or power shall not be
construed as a waiver of such right, remedy or power. All rights and remedies
existing under this 


 


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Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.


 


(e)                             Entire Agreement. 
Except as other provided herein, this Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersede all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in respect of such
subject matter.  Except as other provided
herein, any prior agreement of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled.


 


(f)                               Alternative Dispute Resolution.  When
the two parties dispute over this contract, both parties shall make their best
effects to resolve the dispute through friendly consultation and mediation. If
such consultation or mediation fails to resolve the dispute, either party may
resort to legal procedure in the local court where the Company located.


 


(g)                            Notices.  All
notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and delivered to the following addresses or
any other addresses designated by each party in writing from time to time:


 


To the Company:


 


3/F, No. 19 Ronghua South Road,


Beijing Economic & Technological
Development Area


Beijing, 100176


People’s Republic of China


Facsimile No.: 86 10 8712 5500


Attention
of:  Mr. Xin Guoqiang


 


To the Executive:


 


3/F, No. 19 Ronghua South Road,


Beijing Economic & Technological
Development Area


Beijing, 100176


People’s Republic of China


Facsimile No.: 86 10 8712 5500


Attention of:  Mr. Zhang
Boxun


 


Any notice shall be
deemed to have been duly given and made:


 


a.                                       if by hand or courier, on the date of
actual delivery;


 


b.                                      if by prepaid and registered mail, on the
fourth business day after the date of dispatch; or


 


c.                                       if by fax, on the date on which the fax is
transmitted (as evidenced by the confirmatory report with fax number, pages transmitted
and date of transmission).


 


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(h)                            Counterparts.  This
Agreement shall have two (2) counterparts, each of which shall have the
same legal effect.


 


[Remaining Page Intentionally
Left Blank]


 


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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.


 


 


	
  SinoTech Energy Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Qingzeng Liu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Qingzeng Liu

  	
   

  	
   

  
	
  Title: Director

  	
   

  	
   

  
	
  Place of Execution:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Zhang Boxun

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Zhang Boxun

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Place of Execution:

  	
   

  	
   

  	
   

  
					



 

















 


Exhibit A


 


EQUITY COMPENSATION


 


Following the Commencement Date, you will be
granted options to acquire certain number of common shares of the Company (“Pre-IPO
Options”) on the date of completion of the IPO (“Grant Date”) under
the Company’s 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”)
and in accordance with the following key terms:


 


	
  Number of Shares:

  	
   

  	
  US$2,000,000/IPO price per share.

  
	
   

  	
   

  	
   

  
	
  Exercise price:

  	
   

  	
  30% of the IPO price per share.

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  60% of the Pre-IPO Options: 1 year from the
  Grant Date

  
	
   

  	
   

  	
  20% of the Pre-IPO Options: 2 years from the
  Grant Date

  
	
   

  	
   

  	
  20% of the Pre-IPO Options: 3 years from the
  Grant Date

  



 


The Executive  represents that he understands and agrees that, although the Company
is actively preparing an IPO, the occurrence of the IPO is also dependent on market
and other external factors and therefore cannot be guaranteed. Notwithstanding
the foregoing Vesting Schedule, no Pre-IPO Options shall vest before the
completion of the IPO. For the avoidance of doubt, upon the completion of the
IPO, the Pre-IPO Options shall vest and become exercisable in accordance with
the Vesting Schedule.  In the event that
the Employment is terminated for any reason pursuant to the terms of this
Agreement before the completion of the IPO, the Executive shall not be granted
the Pre-IPO Options as provided herein.


 


Any unvested options as of the date of the
Executive’s departure from the Company will automatically be cancelled and will
revert to the Company.


 


Notwithstanding anything to the contrary and
without prejudice to the other rights and remedies of the Company under this
Agreement, in the event that the Executive leaves the Company to join a
competitor of the Company (as the Company may determine) during the Employment
Term, any unexercised options (vested and unvested) will be immediately
cancelled and will revert to the Company on the date of resignation.


 

















 


Exhibit B


 


PRIOR INVENTIONS


 


NONE.