Unassociated Document


     

    Shenzhen

     

    


    Employment
      

    Agreement

     

     

    
 

    Prepared
      by Shenzhen Bureau of Labor and Social Security 

    


    (For
      full-time employees)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Party
        (Employer) :
        Yinlips
        Digital Technology (Shenzhen) Co. Ltd  

       

      Add
        : Room
        2929, Nanguang Jiejia Building, Futian District, Shenzhen, PRC
        China

       

      Legal
        representative (Principal)
        :         Zhao
        Zifeng              


       

      Contact
        Person :     
Zhao
        Zifeng                  


       

      Form
        of Entity :     
        Wholly
        owned foreign
        enterprise           


       

      Party
        (Employee)
        :                                        


       

      Sex
        :        
     
        Tel
        :                  
           
        ID
        No.
        :                                   
       

       

      Add
        :                                                                


    

     

     

    This
      employment agreement is made and entered into by and between Employer (hereafter
      referred to as Party A) and Employee (hereafter referred to as Party B). As
      provided by
      Labor Law of the People’s Republic of China (hereafter
      referred to as Labor Law), Labor
      Contract Law of the People’s Republic of China (hereafter
      referred to Labor Contract Law) and other relevant laws and administrative
      regulations, on voluntary basis and equal standing, it is agreed by and between
      Party A and Party B as follows:

     

     

    Article
      1 Employment Term

     

    
      	1.	
              Party
                A and Party B agree to choose
                the                  
                 
                way below to determine the employment
                term.

            


    

     

    
      	(1)	
              Fixed
                term:
                from             (year),
                commencing upon
                the             
                day
                of              ,             
                and ending on
                the             
                day
                of             ,             
                .

            


    

     

    
      	(2)	
              Non-fixed
                term: commencing upon
                the             
                day
                of             
                ,           
                 
                .

            


    

     

    
      	(3)	
              Term
                of completion of certain work: 

            


    

     

    commencing
      upon
      the             
      day
      of             ,             
      till the
      work of  
      has been
      completed. The sign of the completion of the work
      is                                                                                                                         .

     

    
      	2.	
              Probationary
                period

            


    

     

    The
      probationary period shall
      be                                           
.
      (The
      probationary period is included in the employment term; if no probationary
      period, please fill in “No”.)

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
      2 Job and place of work

     

    Party
      B
      shall undertake the job
      of                                                                         .

     

    The
      place
      of work
      is                                                                         .

     

    Article
      3 Working hour, rest and vocation 

     

    
      	1.	
              Party
                A and Party B agree to choose
                the                         
                way below to determine Party B’s working
                time.

            


    

     

    
      	(1)	
              Standard
                working hours system: Party B shall work
                for             
                hours a day (not to exceed eight hours),
                and                         
                hours for a week (not to exceed forty hours), and at least one day
                rest
                per week.

            


    

     

    
      	(2)	
              Irregular
                working hours system: after the examination and approval of the bureau
                of
                labor and social security, the parties may choose irregular working
                hours
                system.

            


    

     

    
      	(3)	
              Comprehensive
                working hours system: after the examination and approval of the bureau
                of
                labor and social security, the parties may choose comprehensive working
                hours system.

            


    

     

    
      	2.	
              If
                due to needs in production and operations, Party A may extend working
                hours. The parties shall abide by Article 41 of
                Labor Law
                in
                overtime working.

            


    

     

    
      	3.	
              Party
                B shall enjoy statutory holidays, annual leave, wedding leave, maternity
                leave and funeral leave as provided by
                law.

            


    

     

    
      	4.	
              Other
                rest and leave arrange for Party
                B                                                                         

            


    

     

    Article
      4 Salary 

     

    
      	1.	
              Party
                A shall establish its own salary distribution regulation, and shall
                inform
                Party B. The salary paid to Party B shall not be lower than the annual
                minimum wage standard of the
                locality.

            


    

     

    
      	2.	
              Party
                B’s salary shall
                be                         RMB
                Yuan / month (Party B’s salary during probationary period shall
                be                         RMB
                Yuan / month.), or Party B’s salary shall be determined
                by                                                                                     .

            


    

     

    
      	3.	
              Party
                A shall pay Party B his salary on
                the             
                of
                every month. Party B’s salary shall be paid in cash and shall be paid
                monthly at least. 

            


    

     

    
      	4.	
              Party
                B’s overtime pay, leave pay and pay for specific circumstances shall
                be
                paid according to relevant laws and
                regulations.

            


    

     

    
      	5.	
              Other
                provisions on salary payment agreed by Party A and Party
                B:                                                             

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Article
      5 Social insurance and welfare 

     

    
      	1.	
              Party
                A and Party B shall participate in social insurance schemes according
                to
                law, provincial and municipal regulations and pay social insurance
                fees.

            


    

     

    
      	2.	
              Where
                Party B suffers from diseases or non-work-related injury, Party A
                shall
                arrange a medical treatment period for Party B and pay the medical
                subsidy
                fee for Party B according to law, or provincial and municipal regulations.
                

            


    

     

    
      	3.	
              Where
                Party B suffers from occupational diseases, or work-related injury,
                Party
                A shall handle the occasion according to Laws
                of the People’s Republic of China on the Prevention and Treatment of
                Occupational Diseases
                and Regulation
                on Work-related Injury Insurance and
                other related laws and regulations.

            


    

     

    
      	4.	
              Other
                welfares provided by Party
                A:                                                                                     

            


    

     

    Article
      6 Labor protection and working condition

     

    
      	1.	
              To
                effectively protect Party B’s safety and health, Party A shall provide
                Party B with workshop whose condition shall comply with national
                health
                standards, and necessary labor protection articles according to the
                relevant state, provincial and municipal labor protection regulations.
                

            


    

     

    
      	2.	
              Party
                A shall provide special labor protection for female and minor employees
                according to state, provincial and municipal
                regulations.

            


    

     

    
      
        	3.	
                When
                  undertaking the operation
                  of                                                             ,
                  Party B may expose to the occupational diseases
                  of                                                 ,
                  and Party A shall take the labor protection of                                                  
             ,
                  and organize Party B to go for body check-up(s) once
                  / twice / (        ) times a
                  year.

              


      

    

     

    
      	4.	
              Party
                B has the right to refuse to engage in dangerous operations forced
                upon
                him by the management personnel of Party A in violation of the relevant
                regulations, and has the right to require Party A to stop the foresaid
                act
                or report the foresaid acts to administrative
                authority.

            


    

     

    Article
      7 Rules and regulations

     

    
      	1.	
              The
                lawful rules and regulations stipulated by Party A shall be publicized
                to
                Party B.

            


    

     

    
      	2.	
              Party
                B shall observe the laws and state, provincial and municipal regulations
                and the lawful rules and regulations stipulated by Party A, abide
                by the
                safety rule and ethics, timely fulfill his job assignments and improve
                his
                vocational skills. 

            


    

     

    
      	3.	
              Party
                B shall observe the laws and state, provincial and municipal regulations
                regulation on family planning.

            


    

     

    Article
      8 Modification 

     

    The
      modification of this agreement shall be agreed upon by both parties through
      negotiations and in written form. Each party shall hold a modified
      copy.

     

    Article
      9 Dissolution and termination of agreement

     

    
      	1.	
              Party
                A and Party B may dissolve the agreement if they so agree upon
                negotiations.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	2.	
              Party
                B may dissolve the agreement if he notifies Party A in writing 30
                days in
                advance. During the probationary period, Party B may dissolve the
                agreement if he notifies Party A 3 days in
                advance.

            


    

     

    
      	3.	
              Where
                Party A is under any of the following circumstances, Party B may
                notify
                Party A to dissolve the agreement:

            


    

     

    
      
        	(1)	
                PartyA
                  fails to provide labor protection or work conditions as stipulated
                  in the
                  agreement;

              


      

    

     

    
      	(2)	
              Party
                A fails to timely pay the full amount of
                remunerations;

            


    

     

    
      	(3)	
              Party
                A fails to pay security premiums for Party
                B;

            


    

     

    
      	(4)	
              The
                rules and regulations stipulated by Party A are contrary to any law
                or
                regulation and impair the rights and interests of Party
                A;

            


    

     

    
      	(5)	
              The
                agreement is invalid where Party A induced Party B to enter into
                or modify
                the agreement against Party B’s true intention by fraud or duress, or by
                taking advantage of Party B’s
                hardship;

            


    

     

    
      	(6)	
              Party
                A disclaims its legal liability or denies Party B’s
                rights;

            


    

     

    
      	(7)	
              Where
                Party A violates the mandatory provisions of law or administrative
                regulations; or

            


    

     

    
      	(8)	
              Any
                other circumstances prescribed by other laws or administrative regulations
                that authorized Party B to dissolve the
                agreement.

            


    

     

    
      	4.	
              If
                Party B forces Party A to work by the means of violence, threat,
                or
                illegally restraining personal freedom, or violates the safety regulations
                to order or force Party B to perform dangerous operations that endanger
                Party B’s personal life, Party B may immediately dissolve the agreement
                without notifying Party A in
                advance.

            


    

     

    
      	5.	
              Where
                Party B is under any of the following circumstances, Party A may
                dissolve
                the agreement:

            


    

     

    
      	(1)	
              It
                is proved that Party B does not meet the recruitment requirements
                during
                the probation period;

            


    

     

    
      	(2)	
              Party
                B seriously violates the rules and regulations stipulated by Party
                A;

            


    

     

    
      	(3)	
              Party
                B causes any severe damage to Party A because Party B seriously neglects
                his duties or seeks private
                benefits;

            


    

     

    
      	(4)	
              Party
                B simultaneously enters other employment relationships with other
                employers and thus seriously affects his completion of his job assignment;
                or Party B refuses to make the ratification after Party A points
                out the
                problem;

            


    

     

    
      	(5)	
              The
                agreement is invalid where Party B induced Party A to enter into
                or modify
                the agreement against Party A’s true intention by fraud or duress, or by
                taking advantage of Party A’s hardship;
                or

            


    

     

    
      	(6)	
              Party
                B is under investigation for criminal liabilities according to
                law.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              Under
                any of the following circumstances, Party A may dissolve the agreement
                if
                it notifies Party B in writing 30 days in advance or after it pays
                the
                employee an extra month’s salary:

            


    

     

    
      	(1)	
              Party
                B suffers from diseases or non-work-related injuries, and cannot
                resume
                his original position after the expiration of the prescribed time
                period
                for medical treatment, nor can he assume any other position arrange
                by
                Party A;

            


    

     

    
      	(2)	
              Party
                B is incompetent to his position or remains incompetent after training
                or
                changing the position; or 

            


    

     

    
      	(3)	
              The
                objective situation, on which the conclusion of the agreement is
                based,
                has changed dramatically, and the agreement is unable to be performed
                and
                no amendment is reached after negotiations between Party A and Party
                B.
                

            


    

     

    
      	7.	
              Under
                any of the following circumstances, if it is necessary to lay off
                20 or
                more employees, or if it is necessary to lay off less than 20 employees
                but the layoff accounts for 10% or more of the total number of the
                employees, Party A shall make a statement to the labor union or all
                its
                employees 30 days in advance. After it has solicited the opinions
                from the
                labor union or of the employees, it may lay off the numbers of employees
                upon reporting the employee reduction plan to the labor administrative
                departments:

            


    

     

    
      	(1)	
              It
                is under revitalization according to the Enterprise Bankruptcy
                Law;

            


    

     

    
      	(2)	
              It
                encounters serious difficulties in production and business
                operation;

            


    

     

    
      	(3)	
              The
                enterprise changes products, makes important technological renovation,
                or
                adjusts the methods of its business operation, and it is still necessary
                to lay off the number of employees after changing the employment
                agreement; or

            


    

     

    
      	(4)	
              The
                objective economic situation, on which the employment agreement is
                based,
                has changed dramatically and Party B is unable to perform the
                agreement.

            


    

     

    
      	8.	
              Under
                any of the following circumstances, the employment agreement may
                be
                terminate:

            


    

     

    
      	(1)	
              The
                term of the agreement has expired;

            


    

     

    
      	(2)	
              Party
                B has begun to enjoy the basic benefits of his
                pension;

            


    

     

    
      	(3)	
              Party
                B is deceased, or is declared dead or missing by the People’s
                Court;

            


    

     

    
      	(4)	
              Party
                A is declared bankrupt;

            


    

     

    
      	(5)	
              Party
                A’s business license is revoked or Party A is ordered to close down
                its
                business or to dissolve its business entity, or Party A makes a decision
                to liquidate its business ahead of the schedule; or
                

            


    

     

    
      	(6)	
              Other
                circumstances proscribed by other laws or administrative
                regulations.

            


    

     

    Article
      10 Pecuniary compensation

     

    
      	1.	
              Under
                any of the following circumstances, Party A shall pay Party B pecuniary
                compensation.

            


    

     

    
      	(1)	
              Party
                A terminates the agreement upon the negotiation with Party B as prescribed
                in sub-clause 1 of Article 9;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	(2)	
              Party
                B terminates the agreement as prescribed in sub-clause 3 and 4 of
                Article
                9;

            


    

     

    
      	(3)	
              Party
                A terminates the agreement as prescribed in sub-clause 6 of Article
                9;

            


    

     

    
      	(4)	
              Party
                A terminates the agreement as prescribed in sub-clause 7 of Article
                9;

            


    

     

    
      	(5)	
              The
                agreement is terminated as prescribed in item 1 of sub-clause 8 of
                Article
                9 except that Party A maintains the original condition or sets stringent
                condition for renewing the agreement and Party B does not agree to
                renew
                the agreement.

            


    

     

    
      	(6)	
              The
                agreement is terminated as prescribed in item 4 and 5 of sub-clause
                8 of
                Article 9;

            


    

     

    
      	(7)	
              Any
                other circumstances prescribed by other laws or administrative regulations
                that authorized the pecuniary
                compensation.

            


    

     

    
      	2.	
              Where
                the parties dissolve or terminate the agreement, the pecuniary
                compensation shall be paid as prescribed in Labor
                Contract Law
                and state, provincial and municipal regulations. Where Party A shall
                pay
                pecuniary compensation to Party B, it shall pay it when Party B completes
                the hand-over procedure.

            


    

     

    Article
      11 Procedure of Dissolution and termination of agreement

     

    When
      the
      parties dissolve or terminate the agreement, they shall proceed to complete
      the
      hand-over procedures and Party A shall issue a written certification for Party
      B
      and transfer Party B’s archives and social insurance. 

     

    Article
      12 Settlement of disputes

     

    Where
      a
      labor dispute arises out of this employment agreement, it shall be settled
      through negotiation. If no settlement is reached upon negotiation, the parties
      concerned may apply with the labor dispute mediation committee or labor union
      of
      Party A for mediation or may apply with the labor disputes arbitration committee
      for arbitration. If no party raises an objection to the arbitration award,
      each
      party shall fulfill his respective obligations according to the arbitration
      award. If the arbitration award is not accepted, the case may be brought before
      the people’s court. 

     

    Article
      13 Other provisions needed to be agreed by the parties:

     

    
      
        

      

       

      
        

      

       

      
        

      

    

     

    Article
      14 Miscellaneous 

     

    
      	1.	
              Where
                matters have not been provided in the agreement or provisions of
                this
                agreement conflict with the law and regulations in effect, the law
                and
                regulations in effective govern or prevail.


            


    

     

    
      	2.	
              This
                agreement shall take effect where the parties set their hands or
                seals
                hereunto. The agreement is invalid if it is altered or being signed
                by
                other person without written authorization.


            


    

     

    
      	3.	
              This
                agreement is made in duplication and each party will hold one
                copy.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    

      
        	
                Party
                  A (seal):

              	
                Party
                  B (signature):

              
	 	 
	
                Legal
                  representative

              	 
	
                (Principal)

              	 
	
                Date
                  :

              	
                Date
                  :

              


      

    

     

    


    According
      to Article 10 and 16 of Labor
      Contract Law,
      a
      written employment agreement shall be concluded in the establishment of an
      employment relationship; an employment agreement shall be agreed with by the
      employer and the employee and shall come into effect after the employer and
      the
      employee affix their signatures or seals to the employment agreement, and each
      party shall hold one copy.

     

    


     

    Upon
      receipt of this employment agreement, 

    Employee
      shall sign his signature here: 

     

    
      	 	The date of receipt:



    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    [INFORMATION
      FOR PURPOSES OF FILING 

    WITH
      THE
      SECURITIES AND EXCHANGE COMMISSION]

    


    SCHEDULE
      A

    


    EXECUTIVE
      OFFICERS TO ENTER INTO THE AGREEMENT

    


    
      	
              ·

            	
              Zhao
                Zifeng, Chief Executive Officer and Chairman of the Board of Directors,
                is
                paid a monthly salary of RMB 11,000, which is approximately
                US$1,550.

            


    

    


    
      	
              ·

            	
              Simon
                Zhang, Chief Financial Officer, is paid a monthly salary of RMB 15,000,
                which is approximately US$2,150.

            


    

    


    
      	
              ·

            	
              Guo
                Mingguo, Vice President, is paid a monthly salary of RMB 7,500, which
                is
                approximately US$1,100.

            


    

    


    
      	
              ·

            	
              Wang
                Xinggui, Financial Controller, is paid a monthly salary of RMB 5,750,
                which is approximately US$800.

            


    

    


    
      	
              ·

            	
              Tang
                Yuchun, Secretary, is paid a monthly salary of RMB 5,000, which is
                approximately US$700.

            


    

    


    
      	
              ·

            	
              Li
                Shunde, Director of Research and Development, is paid a monthly salary
                of
                RMB 18,000, which is approximately
                US$2,600.

            


    

    


    
      	
              ·

            	
              Su
                Yang, Director of Marketing, is paid a monthly salary of RMB 3,500,
                which
                is approximately US$500. She also receives a commission based upon
                her
                sales performance.

            


    

     

    
      
        
        

      

      
        9