Exhibit 10.56


 


SINOTECH
ENERGY LIMITED


 


FORM OF DIRECTOR AGREEMENT
FOR INDEPENDENT DIRECTORS


 


This
Agreement is made and entered into as of 
October 10, 2010, by and between SinoTech Energy Limited, a limited
liability company incorporated in the Cayman Islands (the “SinoTech”),
and Jing Liu, a citizen of People’s Republic of China (Passport Number:
                          )
(“Director”), and shall become effective
on the Effective Date as defined in this Agreement.


 


1.             SERVICES


 


1.1.         Board of Directors.
 For the term of this Agreement, Director
shall serve as a member of SinoTech’s board of directors (the “Board”).  The Board
shall consist of the Director and such other members as are or may be nominated
and elected pursuant to the then-current memorandum and articles of association
of SinoTech (the “Articles”).


 


1.2.         Director Services.  Director’s services to SinoTech hereunder
shall include service on the Board to manage the business of the Company in
accordance with applicable law and the Articles, and such other services
mutually agreed to by Director and SinoTech (the “Director
Services”).


 


2.             COMPENSATION


 


2.1.         Expense
Reimbursement.  SinoTech shall
reimburse Director for all reasonable travel and other out-of-pocket expenses
incurred in connection with the Director Services rendered by Director.


 


2.2.         Annual Retainer.  SinoTech agrees to pay Director an annual
retainer of US$20,000 (the “Annual Retainer”),
payable in equal installments quarterly. In the event Director ceases to serve
on the Board, Director shall be entitled to the pro rata portion of the Annual
Retainer for the number of months he or she has served on the Board in a given
year.


 


2.3.         Equity Compensation.  SinoTech agrees to grant Director the options
to acquire certain number of common shares of SinoTech (“Pre-IPO Options”) on
the date (“Grant Date”) under the Company’s [Share Incentive Plan] and in
accordance with the following terms:


 


	
  Number
  of Shares

  	
   

  	
  US$60,000/IPO
  Price

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price

  	
   

  	
  IPO
  Price

  
	
   

  	
   

  	
   

  
	
  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

  



 

















 


3.             DUTIES
OF DIRECTOR


 


3.1.         Fiduciary Duties.  In fulfilling her responsibilities as a director
of SinoTech, Director shall be charged with the fiduciary duties to SinoTech
and all of its shareholders.  Director
shall be attentive and inform himself of all material facts regarding a
decision before taking action.  In
addition, Director’s actions shall be motivated solely by the best interests of
SinoTech and its shareholders or as otherwise required by applicable Cayman
Islands law.


 


3.2.         Confidentiality.


 


3.2.1.      Confidential
Information.  During the term of this
Agreement, and for a period of [one (1)] year after the Expiration Date, or, if
the Agreement is terminated pursuant to Section 5.2, for a period of [one (1) year]
following the Termination Date, Director shall maintain in strict confidence
all information he or she has or shall have access to which SinoTech has
designated as “confidential” or which is, by its nature confidential, relating
to SinoTech’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, customers (including
customer usage statistics), suppliers, prospects, technology or trade secrets,
except to the extent such information (i) is in the public domain through
no act or omission of Director, (ii) is required to be disclosed by
applicable law or a valid order by a court or other governmental body or
(iii) is independently learned by Director outside of this relationship (“Confidential Information”).


 


3.3.         Nondisclosure and
Nonuse Obligations.  Director will
use the Confidential Information solely to perform the Director Services for
the benefit of SinoTech.  Director will
treat all Confidential Information with the same degree of care as Director
accords to Director’s own confidential information, and Director will use its
best efforts to protect the Confidential Information.  Director will not use the Confidential
Information for his own benefit or the benefit of any other person or entity,
except as may be specifically permitted in this Agreement.  Director will immediately give notice to
SinoTech of any unauthorized use or disclosure by or through him or her, or of
which he or she becomes aware, of the Confidential Information.  Director agrees to assist SinoTech in
remedying any such unauthorized use or disclosure of the Confidential
Information.


 


3.4.         Return of SinoTech
Property.  All materials furnished to
Director by SinoTech, whether delivered to Director by SinoTech or made by
Director in the performance of Director Services under this Agreement (“SinoTech  Property”) are
the sole and exclusive property of SinoTech. 
Director agrees to promptly deliver the original and any copies of
SinoTech Property to SinoTech at any time upon SinoTech’s request.  Upon expiration of this Agreement or
termination of this Agreement by either party for any reason, Director agrees
to promptly deliver to SinoTech or destroy, at SinoTech’s option, the original
and any copies of SinoTech Property. 
Director agrees to certify in writing that Director has so returned or
destroyed all such SinoTech Property.


 


4.             REPRESENTATIONS
AND NEGATIVE COVENANTS OF DIRECTOR


 


4.1.         No Conflict of
Interest.  During the term of this
Agreement, and for a period of [one (1) year] after the Expiration Date,
or, if the Agreement is terminated pursuant to Section 


 


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5.2,
for a period of [one (1) year] following the Termination Date, Director
shall not be employed by, or directly or indirectly own, manage, control or
participate in the ownership, management, operation or control of any business
entity that is competitive with SinoTech or otherwise undertake any obligation
inconsistent with the terms hereof, provided that Director may continue
Director’s current affiliation or other current relationships with the entity
or entities described on Exhibit A (all of which entities are
referred to collectively as “Current Affiliations”).  This Agreement is subject to the current
terms and agreements governing Director’s relationship with Current
Affiliations, and nothing in this Agreement is intended to be or will be
construed to inhibit or limit any of Director’s obligations to Current
Affiliations.  Director represents that
nothing in this Agreement conflicts with Director’s obligations to Current
Affiliations.  A business entity shall be
deemed to be “competitive with SinoTech” for purpose of this Article 4
only if and to the extent it engages in the business substantially similar to
SinoTech’s business in the provision of EOR services by using the molecular
deposition film and lateral hydraulic drilling technologies.


 


4.2.         Noninterference
with Business.  During the term of
this Agreement, and for a period of [one (1) year] after the Expiration
Date, or, if the Agreement is terminated pursuant to Section 5.2, for a
period of [one (1)] year following the Termination Date, Director agrees not to
interfere with the business of SinoTech in any manner.  By way of example and not of limitation,
Director agrees not to solicit or induce any employee, independent contractor,
customer or supplier of SinoTech to terminate or breach his or her employment,
contractual or other relationship with SinoTech.


 


5.             TERM
AND TERMINATION


 


5.1.         Term.  This Agreement shall become effective
immediately upon the closing of SinoTech’s initial public offering of its
Ordinary Shares, par value US$0.0001 per share (“Ordinary
Shares”) in the form of American depositary shares on the NASDAQ
Global Market (the “Effective Date”)
and have a term of [three(3) years] from the Effective Date , or until
terminated in accordance with Section 5.2 hereof.


 


5.2.         Termination.  Either SinoTech or Director may terminate
this Agreement at any time upon three (3) months prior written notice to
the other party, or such shorter period as the parties may agree upon (the “Termination Date”).


 


5.3.         Survival.  The rights and obligations contained in
Articles 3 and 4 will survive any termination or expiration of this Agreement.


 


6.             MISCELLANEOUS


 


6.1.         Assignment.  Except as expressly permitted by this
Agreement, neither party shall assign, delegate or otherwise transfer any of
its rights or obligations under this Agreement without the prior written
consent of the other party.  Subject to
the foregoing, this Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives,
successors and assigns.


 


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6.2.         No Waiver.  The failure of any party to insist upon the
strict observance and performance of the terms of this Agreement shall not be
deemed a waiver of other obligations hereunder, nor shall it be considered a
future or continuing waiver of the same terms.


 


6.3.         Notices.  Any notice required or permitted by this
Agreement shall be in writing and shall be delivered as follows with notice
deemed given as indicated:  (i) by
personal delivery when delivered personally; (ii) by overnight courier
upon written verification of receipt; (iii) by facsimile transmission upon
acknowledgment of receipt of electronic transmission or (iv) by certified
or registered mail, return receipt requested, upon verification of
receipt.  Notice shall be sent to the
addresses set forth below or such other address as either party may specify in
writing.


 


	
  If
  to SinoTech:

  	
   

  	
  3/F,
  No. 19 Ronghua South Road 

  Beijing
  Economic-Technological Development Area, Beijing, 100176,

  People’s Republic of China

  
	
   

  	
   

  	
   

  
	
  If
  to Director:

  	
   

  	
  [insert address]

  



 


6.4.         Governing Law.  This Agreement shall be governed in all
respects by the laws of the Hong Kong Special Administrative Region.


 


6.5.         Severability.  Should any provisions of this Agreement be
held by a court of law to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement shall
not be affected or impaired thereby.


 


6.6.         Entire Agreement.  This Agreement constitutes the entire
agreement between the parties relating to this subject matter and supersedes
all prior or contemporaneous oral or written agreements concerning such subject
matter.  The terms of this Agreement will
govern all Director Services undertaken by Director for SinoTech.


 


6.7.         Amendments.  This Agreement may only be amended, modified
or changed by an agreement signed by SinoTech and Director.  The terms contained herein may not be
altered, supplemented or interpreted by any course of dealing or practices.


 


6.8.         Counterparts.  This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


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


 


 




	
  Company:

  	
   

  	
  SINOTECH
  ENERGY LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Qingzeng Liu

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Qingzeng
  Liu

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director: Jing Liu

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jing Liu

  
					






 


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EXHIBIT A


 


Director’s Current Affiliations