ex101.htm


    Exhibit
      10.1

     

    CHINA
      HOLDINGS, INC. EXECUTIVE EMPLOYMENT AND SERVICE CONTRACT

    


    THIS
      EXECUTIVE EMPLOYMENT AND SERVICE CONTRACT (“CONTRACT”) is made as of the
      18th day of December, 2007, by and between China Holdings, Inc., a
      Nevada corporation, with its principal place of business at 101 Convention
      Center Drive, Suite 700, Las Vegas, NV 89107-2001, U.S.A. (“CH” or
“Company”);  and Mr. Charles Y. Fu (“Executive”).

    


    WHEREAS,
      CH desires to employ Executive, and Executive is willing to accept such
      employment (the “Employment”) upon the terms and conditions hereinafter set
      forth;

    


    WHEREAS,  CH
      also desires to retain Executive for certain services (the “Services”) in
      connection with joint ventures, mergers and acquisitions in the People’s
      Republic China (“China” or the “PRC”) as well as raising capital by CH for such
      joint ventures, mergers and acquisitions.

    


    NOW,
      THEREFORE, in consideration of the premises and of the agreements hereinafter
      contained, the parties agree as follows:

    


    1.
      Position and Duties.  The Company hereby
      affirms its employment of Executive as its President, to perform the duties
      and functions as are specified by the Company’s ByLaws, under the authority of
      the Board of Directors as selected and approved by the majority of the
      shareholders.

    


    In
      addition to performing the duties and exercising the powers in connection with
      the business of the Company which the Board of Directors may from time to time
      assign to the Executive, the Executive shall further exercise the power and
      the
      business of any associated and/or subsidiary companies of the Company, as may
      be
      requested by the Board of Directors from time to time.

    


    Executive
      hereby accepts such continued employment and, during the Employment Term shall
      perform his duties (as set forth herein) in a diligent, trustworthy, loyal,
      businesslike and efficient manner, all for the purpose of advancing the business
      of the Company and increase shareholder value.

    


    2.
      Term.  The commencement date of this
      CONTRACT is December 18, 2007, and shall continue on for a term of five (5)
      years, or until he resigns or is terminated in accordance with Section 5 of
      this CONTRACT.

     

     

    
      
        
        

      

      
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    3.
      Compensation.  As compensation for his
      services, Executive shall receive the following compensation, expense
      reimbursement and other benefits:

    


    
      	
              a.  

            	
              Base
                Salary.  For all services rendered
                by Executive pursuant to this CONTRACT, the Company shall pay Executive
                an
                annual salary of US$200,000, which shall be accumulated from December
                18,
                2007, and shall become fully payable upon raising capital by CH in
                the
                amount that is not less than US$3 million.  In addition, the
                Company hereby affirms its nomination by the management of the Company,
                election and/or appointment of Executive as its Director upon the
                success
                of raising capital by CH in the amount that is not less than US$3
                million.

            


    

    


    The
      Executive hereby agrees to waive his base salary in the event that the Executive
      terminates the Contract prior to the first success of raising capital in any
      amount by CH after the commencement of this CONTRCT.

    


    
      	
              b.  

            	
              Signing-In
                and Performance Stock
                Bonuses.  (i) Executive shall be
                entitled to a signing-in common stock bonus in the amount of (1)
                3,000,000
                shares of common stock of the Company which is restricted under the
                SEC
                Rule 144, to be issued to Executive upon signing this CONTRACT and
                (2)
                1,000,000 shares of common stock of the Company which shall be freely
                tradable upon the effectiveness of an amended S-8 registration filing
                and
                which shall be issued to the Executive immediately upon the effectiveness
                of the amended S-8 registration filing.  The Company shall file
                such S-8 registration as soon possible without undue
                delay.  (ii) In addition, Executive shall be entitled to an
                additional signing-in common stock bonus in the amount of (1) additional
                3,000,000 shares of common stock of the Company which is restricted
                under
                the SEC Rule 144, to be issued to Executive either on July 18, 2008
                or
                upon raising capital by CH in the amount that is not less than US$3
                million, whichever occurs earlier and (2) additional 1,000,000 shares
                of
                common stock of the Company which shall be freely tradable upon the
                effectiveness of an amended S-8 registration filing and which shall
                be
                issued to Executive either on July 18, 2008 or upon raising capital
                by CH
                in the amount that is not less than US$3 million, whichever occurs
                earlier.  The Company shall file such amended S-8 registration
                as soon possible without undue delay.  (iii) Furthermore,
                Executive is also entitled to a performance common stock bonus in
                the
                amount of 10,000,000 shares of common stock of the Company upon raising
                capital by CH in the total amount in aggregate that is not less than
                US$8
                million, and such stock bonus shall be issued to the Executive no
                less
                than fifteen (15) business days from the date when the funds are
                deposited
                into the Company’s bank account.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              c.  

            	
              Quarterly
                and Annual Stock Options. Executive shall be entitled to
                annual option, vested quarterly, in the amount and under the terms
                and
                conditions as follows:

            


    

    


    1).
      During the 1st year
      of this Contract (i.e., from December 18,
      2007 to December 17, 2008), the Company
      shall issue 2 million common stock options at the exercising price of $0.10
      per
      share as SEC 144 Rule, to be vested quarterly with 500,000 shares per quarter,
      and to be expired on and after December 17, 2010.  If this Contract
      terminated by the Executive before December 17, 2008, these options shall be
      void and invalid, provided, however, there is no financing occurred from
      December 18, 2007 to December 17, 2008).

    


    2).
      During the 2nd year
      of this Contract (i.e., from December 18, 2008 to
      December 17, 2009), the Company shall issue 2 million common stock
      options at the exercising price of $0.20 per share as SEC 144 Rule, to
      be vested quarterly with 500,000 shares per quarter, and to be expired on and
      after December 17, 2013.  If this Contract terminated by the Executive
      before December 17, 2009, these options shall be void and invalid, provided,
      however, there is no financing occurred from December 18, 2007 to December
      17,
      2009).

    


    3).
      During the 3rd year
      of this Contract (i.e., from December 18, 2009 to
      December 17, 2010), the Company shall issue 2 million common stock
      options at the exercising price of $0.30 per share as SEC 144 Rule, to
      be vested quarterly with 500,000 shares per quarter, and to be expired on and
      after December 17, 2014.  If this Contract terminated by the Executive
      before December 17, 2008, these options shall be void and invalid, provided,
      however, there is no financing occurred from December 18, 2007 to December
      17,
      2010).

    


    4).
      During the 4th year
      of this Contract (i.e., from December 18, 2010 to
      December 17, 2011), the Company shall issue 2 million common stock
      options at the exercising price of $0.40 per share as SEC 144 Rule, to be
      vested quarterly with 500,000 shares per quarter, and to be expired on and
      after
      December 17, 2015.  If this Contract terminated by the Executive
      before December 17, 2008, these options shall be void and invalid, provided,
      however, there is no financing occurred from December 18, 2007 to December
      17,
      2011).

    


    5).
      During the
      5th
      year of this Contract (i.e., from December 18, 2011 to December 17,
      2012), the Company shall issue 2 million common stock options at
      the exercising price of $0.50 per share as SEC 144 Rule, to be vested
      quarterly with 500,000 shares per quarter, and to be expired on and after
      December 17, 2016.  If this Contract terminated by the Executive
      before December 17, 2008, these options shall be void and invalid, provided,
      however, there is no financing occurred from December 18, 2007 to December
      17,
      2012).

    


    
      	
              d.  

            	
              Medical
                and Life Insurance
                Coverage.  Executive and his
                immediate family shall be entitled to medical, dental, out-patient,
                hospitalization, health and life insurance coverage. The Company
                also
                agrees to provide Executive with a term life insurance
                policy.  The amount of such policy shall be determined by the
                Company in its sole discretion. The Company’s Board of Directors may from
                time to time grant Executive further benefits.  This clause,
                however, shall only become applicable upon raising capital by CH
                in the
                total amount in aggregate that is not less than US$5
                million.

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              e.  

            	
              Relocation
                and Moving Allowances.   If
                relocation is needed, Executive shall be compensated for all the
                necessary
                moving and relocation expenses, visa fees, regular family visit travel
                expenses, and children’s education and school expenses as a result of the
                move or relocation, subject to prior approval by the Chief Executive
                Officer of the Company in writing.

            


    

    


    
      	
              f.  

            	
              Annual
                Leave.   Executive shall be
                entitled to paid annual vacation of thirty (30) days.  Any
                unused vacation in a particular year may be carried over into the
                following year.

            


    

    


    
      	
              g.  

            	
              Reimbursement
                of Expenses.  Executive shall be
                reimbursed, upon submission of appropriate vouchers and supporting
                documentation, for all travel, entertainment and other out-of-pocket
                expenses incurred by Executive in the performance of his duties hereunder,
                subject to prior approval by the Chief Executive Officer of the Company
                in
                writing..

            


    

    


    4.
      Termination.

    


    
      	
               

            	
              a.

            	
              Termination
                Upon Notice.  Executive’s
                employment by CH may be terminated at the discretion of either the
                Board
                of Directors of the Company or Executive by means of written notice
                given
                to the other at least 90 days prior to the effective date of such
                termination. Executive’s employment shall terminate immediately in the
                event of Executive’s death or “Disability” (as defined
                below).

            


    

    


    
      	
              b.  

            	
              Severance
                Pay.  In the event Executive’s
                employment by CH is terminated by CH for reasons that do not constitute
                “Cause” (as defined below) then:

            


    

    


    (i)
      CH
      shall continue to pay Executive his base salary (in cash, stock and options,
      and
      on the same dates as would have been paid had he remained an employee) at the
      same rate (combined base rate and annual bonus rate per pay period as was in
      effect at the time of termination) for a period of six (6) months after the
      date
      of termination, provided that the Company has raised capital in the amount
      of no
      less than US$3 million.  The severance period shall increase to twelve
      (12) months in the event of a Change in control of the Company.

    


         ‘Change
      in Control’ shall mean (1) the consummation of a merger or consolidation of the
      Company with or into another entity or any other corporate reorganization,
      if
      more than 50% of the combined voting power of the continuing or surviving
      entity’s securities outstanding immediately after such merger, consolidation or
      other reorganization is owned by persons who were not stockholders of the
      Company immediately prior to such merger, consolidation or other reorganization;
      or (2) the sale, transfer or other disposition of all or substantially all
      of
      the Company’s assets; or (3) the consummation of transactions that result in
      more than 50% of the combined voting power or beneficial interests of the
      Company’s securities being owned by persons who are current stockholders of the
      Company.  A transaction shall not constitute a Change of Control if
      its sole purpose is to change the state of the Company’s incorporation or to
      create a holding company that will be owned in substantially the same
      proportions by the persons who held the Company’s securities immediately before
      such transaction."

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              (ii)Those
                options to purchase shares in CH which have been granted to Executive
                by
                CH, and which would have (but for such termination) vested and become
                exercisable at the next vesting date following such termination,
                shall
                become vested as of the date of termination and (together with any
                options
                which have already vested) shall be exercisable for the same period
                as
                their original terms.

            


    

     

     

    
      	
               

            	
              (iii)
                The performance stock bonuses set forth in Section 3.b shall survive
                the
                termination of this CONTRACT, for three (3) years from the date of
                termination, provided the contacts with the sources of the financing
                were
                initiated by the Executive during the term of this Contract.
                

            


    

     

    


    
      	
               

            	
              c.

            	
              “Cause”
                Defined.  For purposes of this
                CONTRACT,  “Cause” means: (i) a material violation of a specific
                written resolution by the majority of the Board of Directors; (ii)
                gross
                negligence or willful misconduct by Executive as to a matter which
                is
                material to CH.  No termination shall be for “Cause” under
                clauses (i) or (ii) above unless Executive shall have first received
                written notice from the Company’s Board of Directors advising Executive of
                the act or omission that constitutes Cause and, if such act or omission
                is
                capable of cure, has continued uncured for 60 days or such longer
                period for cure as is specified in CH’s notice identifying such act or
                omission.

            


    

    


    
      	
               

            	
              d.

            	
              “Disability”
                Defined.  For purposes of this
                CONTRACT, “Disability” means that Executive shall have failed, because of
                illness or incapacity, to render services of the character contemplated
                by
                this CONTRACT for a period of three (3) consecutive months and on
                the date
                of determination continues to be so disabled.  The existence or
                nonexistence of disability shall be determined in good faith by the Board
                of Directors after notice in writing given to Executive at least
                30 days
                prior to such determination.  During such 30-day period,
                Executive shall be permitted to make a presentation to the Board
                of
                Directors for its consideration.

            


    

     

     

    
      
        
        

      

      
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              5.       Non-Disclosure
                Agreement. Executive acknowledges the
                interest of the company in maintaining the confidentiality
                of  information related to its business and shall not at any
                time during the Employment Term or thereafter, regardless of the
                reason
                for or circumstances of termination of employment, directly or indirectly,
                reveal or cause to be revealed to any person or entity the production
                processes, inventions, trade secrets, customers lists or other
                confidential business information obtained by him as a result of
                his
                employment or relationship with the Company, except when authorized
                in
                writing to do so by  the Board of Directors of the Company;
                provided, however, that the parties acknowledge that it is not the
                intent
                of this section to include within its subject matter (i) information
                not
                proprietary to the Company, or (ii) information which is in the public
                domain.

            


    

    


    6.  Non-Competition

    


    Within
      the non-competition territory, which is defined as the People’s Republic of
      China (PRC) including the Hong Kong Special Administration Region
      (Non-competition Territory), the Executive shall not, during the term of the
      employment, directly compete with CH in the hydro-electric power industry and/or
      biomass energy projects and/or mining industry (Non-competition Industries),
      by
      being an executive, executive director, holder to more than five per cent of
      the
      voting power of an entity that directly competes with CH in the Non-Competition
      Industries within the Non-competition Territory, except as a beneficial
      holder of shares or other securities of a corporate entity whose shares are
      quoted on a recognized stock exchange.

    


    7.  General
      Provisions.

    


    
      	
              a.  

            	
              Successors;
                Assignment.  This CONTRACT shall
                be binding upon and inure to the benefit of CH and its respective
                successors and assigns, and any entity which purchases all or
                substantially all of the business assets of CH, and any such other
                entity
                shall be deemed “CH” hereunder.

            


    

    
      	
               

            	
              CH
                has the right to assign payment of the compensation amount to one
                of its
                overseas operating subsidiaries according to the location and service
                provided by Executive.  Company agrees that Executive shall have
                to right to assign the compensation and terms of this CONTRACT to
                a
                consulting company designated and controlled by Executive.  This
                CONTRACT shall be binding upon and inure to the benefit of Executive
                and
                his respective successors and
                assignees.

            


    

    
      	
              b.  

            	
              Entire
                Agreement; Modifications.  This
                CONTRACT constitutes the entire agreement between the parties respecting
                the subject matter hereof, and supersedes all prior negotiations
                agreements with respect thereto, whether written or oral.  No
                provision of this CONTRACT may be modified or waived except by a
                written
                agreement signed by the parties
                hereto.

            


    

    
    

     

     

    
      
        
        

      

      
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              c.  

            	
              Obligations
                and Benefits.  The obligations and
                benefits set forth in this CONTRACT shall be binding and inure to
                the
                benefit of the respective parties hereto and their personal
                representatives, successors and permitted
                assigns.

            


    

    
      	
              d.  

            	
              Governing
                law.  This CONTRACT shall in all
                respects be interpreted, construed and governed by and in accordance
                with
                the laws of New York, U.S.A. and the parties hereby submit to the
                exclusive jurisdiction of the New York, U.S.A.
                courts.

            


    

    
      	
              e.  

            	
              Severability.  If
                any portion or portions of this CONTRACT shall be, for any reason,
                invalid
                or unenforceable, the remaining portion or portions shall nevertheless
                be
                valid and enforceable.

            


    

    
      	
              f.  

            	
              Counterparts.   This
                CONTRACT may be executed simultaneously in two or more counterparts,
                each
                of which shall be deemed an original, but all of which together shall
                constitute one and the same
                CONTRACT.

            


    

    


    6.
      Notices.  All
      notices and other communications under this CONTRACT will be sufficient if
      written and sent by registered or certified mail, return receipt requested,
      in
      the case of Executive, to his residence as shown on the Company’s records, and
      in the case of the Company, to its registered office.

    


    In
      Witness Whereof, this CONTRACT has been executed as of the date first written
      above.

    
       

       

      EXECUTIVE:

    

    
       

    

    
      	 Signed
              by:	 	 	 	 
	 	 	 	 	 
	
              /s/
Charles
                Y. Fu

            	 	 	
               

            	 
	
              
                Charles
                  Y. Fu

              

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


    

    
       

      CHINA
        HOLDINGS, INC.

       

      
        	 	 	 	 	 
	
                /s/
Julianna
                  Jenny Lu

              	 	 	
                 

              	 
	
                Julianna
                  Jenny Lu , Chairman of the Board and the Chief Executive
                  Officer

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

      
 

    

    Dated:
      December 18, 2007

    


    
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