Unassociated Document


    Employment
Contract

     

    Employment
Contract

     

    This
Employment Contract of Rise King Century ‘Technology Development (Beijing) Co.,
Ltd. (this “Contract”) is entered into by and between the following parties as
of [May 22nd 2010]
in [Beijing], the People’s Republic of China (the “PRC”).

     

    Party A:
Rise King Century Technology Development (Beijing) Co., Ltd.

     

    
      	
              Address:

            	
              Basement
      of Building 6, Yuquan Huigu Park, No. 3 Minzhuang Road
      Haidian District, Beijing.

            


    

     

    Party B:

     

    
      Home
Address:

    

    
      	
               
      

            	
              71
      7 1 2206, 100079

            


    

     

    
      Date of
Birth:

    

    
      	
               
      

            	
              1976.01.02

            


    

     

    
      ID/Passport
Number:

    

    
      	
               
      

            	
              0486
      7549 02(B)

            


    

     

    
      Registered
Permanent Address:

    

    
      	
               
      

            	
              2206,
      100079

            


    

     

    Chapter 1 – General
Provisions

     

    
      	
              1.

            	
              Pursuant
      to the Labor Law of the People’s Republic of China (hereinafter “Labor
      Law”). the Employment Law of the People’s Republic of China (hereinafter
      “Employment Law”) and other relevant regulations, in consideration of the
      mutual promises and covenants made herein, and for other good and -valuable
      consideration, the receipt and sufficiency of which is acknowledged,
      Party A and Party B (collectively referred to as the “Parties”)
      hereby agree as follows:

            


    

     

    Chapter 2 –
Term

     

    
      	
              2.

            	
              This
      Contract shall be a contract with a fixed term of one years, from
      2010,
      May 22
      (“Starting Date”) to 2010, May 22.

            


    

     

    
      	
              3.

            	
              If
      upon the expiration of the term, Party A and Party B agree to
      renew this Contract, they shall execute the Agreement to Renew Employment
      Contract attached to this Contract as Appendix A, or shall execute a
      new employment contract.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Chapter 3 – Scope of
Work

     

    
      	
              4.

            	
              Party B
      agrees to assume the position of Chief Operating
      Officer (or engage in ________) pursuant to the work needs of
      Party A. The position duty, work task, objective, disciplines and
      other relevant management rules shall be implemented according to the work
      standards and other rules prescribed by Party A. The main work
      location of Party B shall be
[Beijing].

            


    

     

    
      	
              5.

            	
              Both
      Parties acknowledge that, Party A shall have the right to change the
      type of work, job title and position, job duties and work location of
      Party B at any time according to the business needs of Party A
      or ability or work performance or actual situation of Party B,
      provided, however, that such change shall be made in good faith with
      reasonable causes. Party B shall be subject to any such changes as
      deemed necessary and appropriate in the sole judgment of
      Party A.

            


    

     

    Chapter 4 – Duties of
Party B

     

    
      	
              6.

            	
              Party B
      hereby agrees that, in addition to the duties and responsibilities
      otherwise set forth herein, during the term of this Contract, Party B
      shall:

            


    

     

    
      7.

    

     

    
      	
               
      

            	
              7.1

            	
              devote
      his/her full time, attention and skills during the normal working hours
      designated to him/her hereunder exclusively to the performance of his/her
      duties hereunder, and effectively perform his/her duties and make his/her
      best endeavors to ensure the satisfactory accomplishment of the assignment
      to him/her by Party A; and

            


    

     

    
      	
               
      

            	
              7.2

            	
              perform
      his/her duties hereunder faithfully and diligently for Party A in
      accordance with the terms hereunder, the rules and policies of
      Party A and the applicable laws and regulations, engage in no
      activities which are in violation of any PRC laws or regulations or may be
      prejudicial to the interests of Party A, and seek no personal gains,
      directly or indirectly, by utilizing his/her position or power in
      Party A.

            


    

     

    Chapter 5 – Work Schedule,
Labor Protection and Working Conditions

     

    
      	
              8.

            	
              Party B
      shall work five (5) days per week, eight (8) hours per day, with the
      average working hours not exceeding forty (40) hours per week.
      Party A may require Party B to work overtime due to the business
      needs and Party A shall pay Party B overtime pay in accordance
      with its overtime management rules and the relevant state
      regulations.

            


    

     

    
      	
              9.

            	
              Party A
      shall provide Party B with appropriate working conditions and
      facilities and with labor protection in accordance with the state
      standards and Party B shall comply with the rules and regulations of
      work safety and sanitation formulated by
  Party A.

            


    

     

    
      	
              10.

            	
              Party A
      will be responsible for providing education and training to Party B
      on business technologies, labor safety and sanitation and articles of
      association of Party A.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    Chapter 6 –
Remuneration

     

    
      
        	
                11.

              	
                According
      to Party B’s position and skills, Party A pays
      ________ to
      Party B as the basic salary, monthly paid. During the term of
      employment under this Contract, Party A will decide the earning prior
      to tax of Party B based upon Party A’s then current salary systems
      and position adjustment policies. Party A will pay the payment
      through the individual bank account designated by Party A or through
      other means Party A deems proper. The amount of salary will be
      stipulated in an offer
letter.

              


      

    

     

    
      	
              12.

            	
              Party B
      shall be responsible for the payment of due and payable individual income
      tax resulting from the salary and other remuneration paid by Party A
      in accordance with the relevant PRC laws and regulations. Party A, as
      the withholding person, shall withhold the individual income tax and other
      due and payable tax of Party B prior to paying the remuneration to
      Party B as required by law.

            


    

     

    
      	
              13.

            	
              Party A
      shall have the right to adjust the salary and welfare of Party B
      appropriately based on the capability, experience, attitude, performance,
      achievement, working-age and position of Party B as well as according
      to the salary and position adjustment policies and business conditions
      experienced by Party.
      A.

            


    

     

    
      	
              14.

            	
              Party A
      shall deduct the following from the salary payable to Party,. B
      in accordance with the relevant PRC laws and
  regulations:

            


    

     

    
      	
               
      

            	
              14.1

            	
              The
      individual income tax of
Party B;

            


    

     

    
      	
               
      

            	
              14.2

            	
              The
      part of the society insurance and other welfare benefits which are to be
      borne by Party B;

            


    

     

    
      	
               
      

            	
              14.3

            	
              All
      compensation or lines payable by Party B and withheld by Party A
      on the effective court verdict or arbitration
  decision;

            


    

     

    
      	
               
      

            	
              14.4

            	
              All
      compensation or lines payable by Party B to Party A according to
      court verdict or arbitration
decision.

            


    

     

    
      	
              15.

            	
              Party A
      may, in its discretion, pay a bonus to Party B based upon
      Party A’s business operation situation and articles of association.
      The detailed amount, conditions and form will be set forth by
      Party A. Notwithstanding the above, paying bonus should not be deemed
      as an obligation of Party A.

            


    

     

    Chapter 7 – Insurance,
Welfare and Leave

     

    
      	
              16.

            	
              The
      Parties shall pay premiums for social security insurance schemes such as
      Pension, Unemployment, Medical Insurance, etc.  in accordance
      with relevant PRC laws and
regulations.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    Chapter 8 – Labor
Discipline

     

    
      	
              17.

            	
              Party B
      shall abide by the Working Rules and articles of association stipulated by
      Party A pursuant to laws. Party B shall strictly adhere to
      proper instructions and decisions of Party A, take care of all assets
      of Party A, and abide by professional
  morality.

            


    

     

    
      	
              18.

            	
              In
      case Party B violates the Working Rules or articles of association of
      Party A, Party A may impose punishment to Party B in
      accordance with the Working Rules or articles of association of
      Party A.

            


    

     

    
      	
              19.

            	
              Party A
      has the right to require Party B to compensate the economic losses
      caused by Party B’s violation of relevant laws, Working Rules or
      articles of association of
Party A.

            


    

     

    
      	
              20.

            	
              Party A
      has the right to appropriately amend its rules or articles of association
      at any time based on its business needs. Party A shall notify
      Party B in any way Party A deems proper, including but not
      limited to, through notice, announcement. e-mail and memorandum of any
      such changes.

            


    

     

    
      	
              21.

            	
              Party B
      shall not take position in any other enterprise or company during working
      in Party A.  Any invention, creation, development, design,
      improvement, production made by Party B during working in
      Party A shall belong to Party A, and any intellectual property
      right arising from them (including but not limited to patent right,
      copyright, know-how) shall also belong to
  Party A.

            


    

     

    Chapter 9 –
Confidentiality

     

    
      	
              22.

            	
              Party B
      shall keep the proprietary and confidential information of Party A
      confidential and shall abide by any confidentiality rules set forth by
      Party A. Party B shall not take, use of or disclose any material
      or information of Party A to any third party except on behalf of
      Party A’s and with Party A’s prior written consent. Party B
      shall execute and abide by the Non-disclosure and Non-Competition
      Agreement (“Confidentiality Agreement”). Where Party B breaches the
      competition restriction obligation under the Confidentiality Agreement,
      Party B shall pay liquidated damages to Party A in accordance
      with Confidentiality Agreement.

            


    

     

    
      	
              23.

            	
              Party B
      agrees that Party A may disclose his/her personal information
      including, but not limited to, Party B’s name, address, nationality,
      position, payment, bank account, this Contract and its renewal and
      amendment, as directly or indirectly required by Party A’s reasonable
      business and operation.

            


    

     

    Chapter 10 – Modification,
Termination and Extension of the Employment Contract

     

    
      	
              24.

            	
              In
      case a modification occurs in the laws and administrative regulations that
      govern this Contract, the corresponding part of this Contract and
      appendixes shall be modified accordingly. In case a major change occurs in
      the circumstances under which this Contract was concluded or there is any
      conflict between this Contract and the relevant PRC laws and regulations,
      so that this Contract cannot be performed anymore, the relevant part of
      this Contract may be modified upon agreement between Party A and
      Party B through amicable consultation based on the requirements of
      the relevant PRC laws and
regulations.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              25.

            	
              This
      Contract may be terminated upon mutual agreement between Party A and
      Party B in writing.

            


    

     

    
      	
              26.

            	
              Party A
      shall have right to unilaterally terminate this Contract with immediate
      effect without any prior written notice under the following circumstances,
      and will notify Party B of such
  termination:

            


    

     

    
      	
               
      

            	
              26.1

            	
              The
      termination of this Contract during the probation (if any) period under
      Article 3 hereof;

            


    

     

    
      	
               
      

            	
              26.2

            	
              Party B
      seriously violates the labor disciplines or the rules or regulations of
      Party A (including but not limited to the Working Rules or articles
      of association of Party A);

            


    

     

    
      	
               
      

            	
              26.3

            	
              Party B
      causes serious damage to the interests of Party A due to
      Party B’s serious dereliction of his/her duties (including but not
      limited to, his/her duties under Article 7 hereof), or his/her engagement
      in malpractices for seeking personal
gains:

            


    

     

    
      	
               
      

            	
              26.4

            	
              Party B
      has additionally established an employment relationship with another
      employer which materially affects the completion of his tasks with
      Party A, or Party B refuses to rectify the matter after the same
      is brought to his attention by
Party A;

            


    

     

    
      	
               
      

            	
              26.5

            	
              The
      Employment contract is invalid because Party B uses such means as
      deception or coercion, or takes advantage of Party A’s difficulties,
      to cause Party A to conclude the employment contract, or to make an
      amendment thereto, which is contrary to Party A’s true intent;
      or

            


    

     

    
      	
               
      

            	
              26.6

            	
              Party B
      is criminally prosecuted under the
law.

            


    

     

    
      	
              27.

            	
              Party A
      may terminate this Contract by serving 30 days’ prior written notice to
      Party B or giving Party B one month’s salary in lieu of notice
      in any one of the following
circumstances:

            


    

     

    
      	
               
      

            	
              27.1

            	
              where
      Party B. after undergoing a legally prescribed period of medical
      treatment and recuperation for an illness or a non-work-related injury,
      remains unable to carry out the original job, and is also unfit for the
      job otherwise assigned to Party B by
  Party A.

            


    

     

    
      	
               
      

            	
              27.2

            	
              where
      Party B is unable to fulfill the duties of his/her position to the
      standards required under the terms hereof or by Party A, and, despite
      undergoing further training or a transfer or his/her position, remains
      unable to do so;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              27.3

            	
              where
      this Contract cannot be performed due to any major changes of any
      objective circumstances under which this Contract was concluded, and
      following consultation, Party A and Party B cannot agree upon
      the necessary modification to be made to this
  Contract.

            


    

     

    
      	
              28.

            	
              The
      term “major changes of any,
      objective circumstances” stipulated in Section 27.3 includes but not
      limited to:

            


    

     

    
      	
               
      

            	
              28.1

            	
              Merger
      of Party A into another business entity, or sale or transfer by
      Party A of substantial portion of the assets it owns to other
      enterprises or third parties;

            


    

     

    
      	
               
      

            	
              28.2

            	
              Material
      adjustment in operative policy or material changes in operative situation
      of Party A;

            


    

     

    
      	
               
      

            	
              28.3

            	
              Serious
      difficulty incurred in the operation of
  Party A;

            


    

     

    
      	
               
      

            	
              28.4

            	
              Entry
      into the period of clearing up, or stop of manufacture or business totally
      or partially by Party A;

            


    

     

    
      	
               
      

            	
              28.5

            	
              Declaration
      of bankruptcy, dissolution or liquation by
  Party A;

            


    

     

    
      	
               
      

            	
              28.6

            	
              Decision
      of Party A in ceasing the research and development which directly
      relates to Party B’s work according to the need of business
      development of Party A and/or the actual market situation; or.

            


    

     

    
      	
               
      

            	
              28.7

            	
              Laws
      or regulations newly promulgated by the government that makes either Party
      or both Parties not able to perform this
  Contract.

            


    

     

    
      	
              29.

            	
              Party B
      may resign his/her job and terminate this Contract during the Contract
      term with a prior written notice of 30 days to Party A. With regard
      to Party A’s economic losses arising from Party B, Party A
      shall have the right to deduct any such amount of economic losses from
      corresponding salary and any other remuneration due and payable to
      Party B and Party A shall still have the right to claim the
      uncompensated economic losses from
Party B.

            


    

     

    
      	
              30.

            	
              In
      the event that Party A is close to bankruptcy or faces a bad business
      situation or serious difficulty in the operation, Party A shall
      explain the situation to its employees. After having solicited opinions
      from the employees, and reported the situation to the administrative
      department for labor, Party A may terminate this
      Contract.

            


    

     

    
      	
              31.

            	
              Party A
      shall not terminate this Contract in accordance with Articles 28 and 31
      hereof where Party B:

            


    

     

    
      	
               
      

            	
              31.1

            	
              is
      engaged in operations exposing him to occupational disease hazards and has
      not undergone a pre-departure occupational health check-up, or is
      suspected of having contracted an occupational disease and is being
      diagnosed or under medical
observation;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              31.2

            	
              has
      been confirmed as having lost or partially lost his capacity to work due
      to an occupational disease contracted or a work-related injury sustained
      with the Employer;

            


    

     

    
      	
               
      

            	
              31.3

            	
              is
      receiving, medical treatment for diseases or injuries related to work
      within the stipulated period of
time:

            


    

     

    
      	
               
      

            	
              31.4

            	
              is
      a female staff member during her pregnancy, maternity and lactation;
      or

            


    

     

    
      	
               
      

            	
              31.5

            	
              has
      been working for the Employer continuously for not less than 15 years and
      is less than 5 years away from his legal retirement
  age;

            


    

     

    
      	
               
      

            	
              31.6

            	
              finds
      himself in other circumstances stipulated in laws or administrative
      statues.

            


    

     

    
      	
              32.

            	
              In
      any of the following circumstances, Party B may terminate this
      Contract:

            


    

     

    
      	
               
      

            	
              32.1

            	
              Party A
      fails to pay the social insurance premiums for Party B in accordance
      with the law;

            


    

     

    
      	
               
      

            	
              32.2

            	
              Where
      Party A forces Party B to work by means of violence,
      intimidation, detention or illegal restriction of personal freedom, or
      where Party B is instructed m violation of rules and regulations or
      peremptorily ordered by Party A to perform dangerous operations which
      threaten his personal safety;

            


    

     

    
      	
               
      

            	
              32.3

            	
              Party A
      fail to pay labor remuneration in full and on time or fails to provide the
      labor protection or working conditions as agreed under this
      Contract.

            


    

     

    
      	
               
      

            	
              32.4

            	
              The
      Employment contract is invalid because Party A uses such means as
      deception or coercion, or takes advantage of Party B’s difficulties,
      to cause Party B to conclude the employment contract, or to make an
      amendment thereto, which is contrary to Party B’s true
      intent;

            


    

     

    
      	
               
      

            	
              32.5

            	
              Party A’s
      rules and regulations violate laws or regulations, thereby harming
      Party B’s rights and interests;
or

            


    

     

    
      	
               
      

            	
              32.6

            	
              Other
      circumstances in which laws or administrative statues permit Party B
      to terminate his employment
contract

            


    

     

    Party B
may terminate the Contract forthwith without giving prior notice to Party A
under the circumstances of article 33.2.

     

    
      	
              33.

            	
              Upon
      the termination of this Contract, Party B shall cease conducting, any
      activities on Party A’s behalf or complete the uncompleted matters
      pursuant to Party A’s request, and settle all accounts with
      Party A. Party B shall, within 3 days of the termination of this
      Contract, return all the property and hand over all files and documents
      (including but not limited to written documents and electronic documents)
      he or she has in his/her possession but is the property of Party A,
      and Party A may carry out the resign procedures with the confirmation
      of the aforesaid properties, files and documents and issue resign consent
      letter.  If Party B fails to complete the above hand-over
      procedures, Party A could refuse to handle the procedures of
      termination for Party B and may set-off any amounts due to
      Party B for the losses Party A suffers
  therefrom.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    Chapter 11 – Economic
Compensation and Repayment

     

    
      	
              34.

            	
              Party A
      shall provide economic compensation and/or medical subsidies to
      Party B pursuant to relevant laws and regulations in case
      Party A terminates this Contract according to Article 26, 28 and 31
      of this Contract and applicable laws and
  regulations.

            


    

     

    
      	
              35.

            	
              In
      case Party A fails to pay salary, economic. compensation or medical
      subsidies to Party B according to relevant laws and regulations and
      stipulations of this Contract, Party A shall hear the statutory
      liability for indemnification to
Party B.

            


    

     

    
      	
              36.

            	
              If
      Party B terminates this Contract in breach of the terms and
      conditions specified herein, Party B shall indemnify Party A for
      its losses incurred therefrom according to the relevant laws and
      regulations.

            


    

     

    
      	
              37.

            	
              Before
      Party B is trained at Party A’s expense, Party A may
      require Party B to execute an agreement, pursuant to which the
      service term may be prescribed and if Party B resigns from his/her
      job by breaching the service term stipulated in the Contract, Party B
      shall at the time of resignation reimburse Party A for the training
      fees herein.

            


    

     

    Chapter 12 – Settlement of
Labor Disputes

     

    
      	
              38.

            	
              Any
      dispute arising out of the interpretation and performance of this contract
      shall be settled through friendly consultation between the Parties. If the
      parties fail to reach a solution through friendly consultation, one or
      both parties can bring such dispute to the competent Labor Dispute
      Arbitration Commission within sixty (60) days of the dispute. In case the
      parties have no disagreement to the arbitral award of such Labor Dispute
      Arbitration Commission, such arbitral award is final and binding upon the
      parties. In case any party is not satisfied with the decision of the
      arbitration, the party may bring a lawsuit to the court having
      jurisdiction.

            


    

     

    Chapter 13 –
Miscellaneous

     

    
      	
              39.

            	
              Party B
      has been aware of and agreed to abide by the Working Rules, which will be
      provided to Party B from time to time, and shall be of the same legal
      validity with this Contract. However, this Contract shall prevail in the
      event of any conflict between the Working Rules and this
      Contract.

            


    

     

    
      	
              40.

            	
              Party A
      and Party B could execute the Agreement to Amend Employment Contract
      attached as Appendix B to revise partial provisions of this Contract, or
      conclude a new employment contract upon agreement of
      consultation.

            


    

     

    
      	
              41.

            	
              The
      invalidity and non-enforcement of any provision of this Contract shall not
      affect the validity of any other provision of this
    Contract.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	
              42.

            	
              Failure
      or delay of any Party hereto to exercise a right under this Contract shall
      not constitute a waiver thereof.

            


    

     

    
      	
              43.

            	
              If
      there is any conflict between this Contract and the relevant laws and/or
      regulations, the provisions of the relevant laws and/or regulations shall
      prevail.

            


    

     

    
      	
              44.

            	
              This
      Contract shall become effective from the date of the execution hereof. In
      case both parties do not execute this Contract on the same day, the later
      date shall be the effective date of this
  Contract.

            


    

     

    
      	
              Party A: Rise King Century
      Technology

                             
      Development (Beijing) Co., Ltd.

            	 	Party B:
	 	 	 
	
              By:

              
                
      

            	 	

              By:

              
                
      

            
	 	 	 
	
              Name:

              
                
       

            	 	

              Name:

              
                
      

            
	
              Date:

              
                
      

            	 	

              Date:

              
                
      

            


    

     

    
      
        
        

      

      
        9